Exhibit 10.68

COUNTRYWIDE FINANCIAL CORPORATION2006 Equity Incentive Plan        Performance-Based        Restricted Stock Unit Award Agreement

The Participant specified below has been granted these Restricted Stock Units ("RSUs") by COUNTRYWIDE FINANCIAL
CORPORATION, a Delaware corporation (the "Company") under the terms of theCOUNTRYWIDE FINANCIAL CORPORATION 2006 EQUITY INCENTIVE PLAN(the "Plan"). The RSUs shall be subject to
the following terms and conditions set forth herein as well as the terms of the Plan (this Agreement and the Plan being collectively referred to as the "RSU
Terms").

Section 1.Award.In accordance with the Plan,
the
Company hereby grants to the Participant these RSUs where each Unit represents the right to receive one share of Stock in the future. These RSUs are in all respects limited and conditioned as provided
herein. Except where the context clearly implies to the contrary, any capitalized terms in this award shall have the meaning ascribed to them in the Plan.

Section 2.Terms of Award.The following words
and
phrases relating to the grant of the RSUs shall have the following meanings:



Section 3.Restricted Period.This Agreement
along with
the Statement evidences the Company's grant to the Participant as of the Grant Date, on the terms and conditions described in this Agreement and in the Plan, of RSUs, as well as the right of the
Participant to become entitled to receive Stock with respect to that portion of the Units no longer covered by a Restricted Period. Subject to the limitations of the RSU Terms, the
"Restricted Period" for the Units shall begin on the Grant Date and end as follows: (i) with respect to one-third of the Units
covered by this Agreement, on the date the Committee determines that the Company's Return on Equity ("ROE") for calendar year 2007 equals or exceeds
twelve percent (12%) (but only if the Participant has continuously remained employed by the Company from January 1, 2007 through December 30, 2007); (ii) with respect to
one-third of the Units covered by this Agreement, on the date the Committee determines that the Company's ROE for calendar year 2008 equals or exceeds twelve percent (12%) (but only if the
Participant has continuously remained employed by the Company from January 1, 2007 through December 30, 2008); and (iii) with respect to one-third of the Units covered
by this Agreement, on the date the Committee determines that the Company's ROE for calendar year 2009 equals or exceeds twelve percent (12%) (but only if the Participant has continuously remained
employed by the Company from January 1, 2007 through December 30, 2009). Upon the determination by the Committee that the Company's ROE for any calendar year referred to in
(i) through (iii) above failed to equal at least twelve percent (12%), the one-third of the Units that would have otherwise vested during such calendar year shall immediately
terminate and be forfeited; provided that such Units have not otherwise become vested in accordance withSection 3(a)below. In the event that an
acquisition, reorganization, merger, consolidation, share repurchase or other similar transaction occurs during any calendar year, or in the event any other material non-recurring or
unanticipated event occurs during any calendar year, the Committee shall adjust the ROE vesting target for such year and future years, if applicable, to preserve (but not increase) the intended
incentives and potential value of the RSU Award, provided that any such adjustment shall only be made if the Committee reasonably determines, after consultation with the

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Participant,
that the adjustment will not affect the deductibility of the RSU Award under Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), if applicable.



Section 4.Settlement of Units.As soon as
administratively practicable following the end of the Restricted Period or upon immediate vesting as described inSection 3,the Company shall
deliver to the Participant one share of the Company's Stock free and clear of any restrictions in settlement of each of the unrestricted Units.

Notwithstanding
the foregoing provisions ofSections 3 or 4, in the event that the settlement of the Units (or the payment of any
dividend equivalents pursuant toSection 8below) would generate taxable income to the Participant that would not be deductible to the Company
due to the application of the limitations of Code section 162(m), such delivery shall be deferred until the earlier of (i) such time as Company reasonably anticipates that the
limitations of Code section 162(m) on the Company's deduction for amounts paid to the Participant no longer apply or (ii) January 15th of the year following the year in
which the Participant's Termination of Service occurs.

Section 5.Withholding.All deliveries of Stock
pursuant
to this Agreement shall be subject to withholding of all applicable taxes. The Company shall have the right to require the Participant (or if applicable, permitted assigns, heirs or Designated
Beneficiaries) to remit to the Company an amount sufficient to satisfy any tax requirements prior to the Delivery Date of any certificate or certificates for Stock under this Agreement. At the
election of the Participant, subject to the rules and limitations as may be established by the Committee, such withholding obligations may be satisfied through the surrender of shares of Stock which
the Participant already owns, or to which Participant is otherwise entitled under the Plan.

Section 6.Heirs and Successors.The RSU Terms
shall be
binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or
substantially all of the Company's assets and business. If any rights of the Participant or benefits distributable to the Participant under this Agreement have not been settled or distributed,
respectively, at the time of the Participant's Death, such rights shall be settled and payable to the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in
accordance with the provisions of the RSU Terms. The "Designated Beneficiary" shall be the beneficiary or beneficiaries designated by the Participant in
a writing filed with the Committee on the form found in HRCentral, or such other form as the Committee may require. The designation of beneficiary form may be amended or revoked from time to time by
the Participant. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been payable to the
Participant and shall be payable to the legal representative of the estate of the Participant. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not
survive the Participant, any rights that would have been payable to the Participant and shall be payable to the legal representative of the estate of the Participant. If a deceased Participant
designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the settlement of Designated

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Beneficiary's
rights under this Award Agreement, then any rights that would have been payable to the Designated Beneficiary shall be payable to the legal representative of the estate of the Designated
Beneficiary.

Section 7.Non-Transferability of RSU.During
the Restricted Period, the Participant shall not sell, assign, transfer, pledge, hypothecate, mortgage, encumber or dispose of any Units awarded under this Agreement.

Section 8.Dividend Equivalents.Subject to the
application ofSection 4, the Participant shall be entitled to receive a payment of additional Units equal in value to any cash dividends and
property distributions paid with respect to the RSUs (other than dividends or distributions of securities of the Company which may be issued with respect to its shares by virtue of any stock split,
combination, stock dividend or recapitalizationto the extent covered inSection 2.3(d) of the Plan) that become payable during the
Restricted Period ("Dividend Equivalents");provided, however, that no Dividend Equivalents shall be
payable to or for the benefit of the Participant with respect to record dates for such dividends or distributions occurring prior to the Grant Date, or with respect to record dates for such dividends
or distributions occurring on or after the date, if any, on which the Participant has forfeited the Units. Dividend Equivalents shall be paid at such times as the Committee shall determine in its
discretion and shall be subject to the same restrictions applicable to the underlying Units.

Section 9.No Voting Rights.The Participant
shall not be
a shareholder of record with respect to the Units during the Restricted Period and shall have no voting rights with respect to the Units during the Restricted Period.

Section 10.Securities Laws.The Participant
acknowledges
that certain restrictions under state or federal securities laws may apply with respect to the Units granted pursuant to this Award, even after they have been delivered as shares to the Participant.
Specifically, Participant acknowledges that, to the extent he or she is an "affiliate" of the Company (as that term is defined by the Securities Act of 1933), the Units granted pursuant to this Award
are subject to certain trading restrictions under applicable securities laws (including particularly the Securities and Exchange Commission's Rule 144). Participant hereby agrees to execute
such documents and take such actions as the Company may reasonably require with respect to state and federal securities laws and any restrictions on the resale of such shares which may pertain under
such laws.

Section 11.Administration.The authority to
manage and
control the operation and administration of the RSU Terms and the Plan shall be vested in the Committee, and the Committee shall have all powers with respect to the RSU Terms as it has with respect to
the Plan. Any interpretation of the RSU Terms or the Plan by the Committee and any decision made by it with respect to the RSU Terms or the Plan are final and binding on all persons.

Section 12.Plan Governs.Notwithstanding
anything in the
RSU Terms to the contrary, the RSU Terms shall be subject to the terms of the Plan, a copy of which may be obtained by the Participant from the office of the Secretary of the Company; and the RSU
Terms are subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan. Notwithstanding anything in the RSU Terms to the
contrary, in the event of any discrepancies between the corporate records and the Statement, the corporate records shall control.

Section 13.Not An Employment Contract.The
RSUs will not
confer on the Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any
Subsidiary would otherwise have to terminate or modify the terms of such Participant's employment or other service at any time.

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Section 14.Amendment.The RSU Terms may be
amended in
accordance with the provisions of the Plan, and may otherwise be amended by written agreement of the Participant and the Company without the consent of any other person.

Section 15.Section 409A Amendment.The
Committee
reserves the right (including the right to delegate such right) to unilaterally amend this Agreement without the consent of the Participant in order to maintain an exclusion from the application of,
or to maintain compliance with, Code Section 409A. Participant's acceptance of this Award constitutes acknowledgement and consent to such rights of the Committee.

Section 16.Statement and Modifications.The
RSU granted
to the Participant under the RSU Terms set forth in this Agreement shall be as reflected in the Company records and set forth in any electronic version of the Award information viewable or accessible
by the Participant (collectively, the "Statement"). The Participant hereby acknowledges and agrees that the Statement may be revised from time to time
by the Company to reflect additional grants of RSUs, exercises of RSUs and any permitted modifications to the Plan and RSUs granted thereunder. Unless the Participant provides written notice to the
Company's RSU Administrator within thirty (30) days of receipt of the Statement at the principal office of the Company in Calabasas, California, or such other addresses as may be communicated
to the Participant, the Statement (including any revisions incorporated therein) shall be binding on the Participant, without further notice to or acknowledgement by the Participant. If no notice is
received from the Participant within the thirty (30) day period, then the Participant shall be deemed to have acknowledged that the Statement is binding with respect to the information
contained therein.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf, all as of the Grant Date and the
Participant hereby executes and acknowledges acceptance of the terms and conditions of this Agreement.

|Countrywide Financial Corporation:             |  | [Employee Name]:
|---------------------------------------------- |  | ----------------
|/s/ Becky BaileyBecky Bailey                   |  |                 
|MD, Global Benefits and Executive Compensation |  | Date:           

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