**Exhibit 4.46**

[FORM OF SECURITY]

IFTHE PREFERRED SECURITY IS A GLOBAL CERTIFICATE, INSERT — [THIS PREFERREDSECURITY IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE DECLARATIONHEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUSTCOMPANY (THE “DEPOSITORY”) OR A NOMINEE OF THE DEPOSITORY.  THIS PREFERRED SECURITY IS EXCHANGEABLE FORPREFERRED SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THEDEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THEDECLARATION AND NO TRANSFER OF THIS PREFERRED SECURITY (OTHER THAN A TRANSFEROF THIS PREFERRED SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THEDEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHERNOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESSTHE PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THEDEPOSITORY TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE ORPAYMENT, AND ANY PREFERRED SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE& CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OFTHE DEPOSITORY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER,PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL BECAUSETHE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

FORMOF PREFERRED SECURITY CERTIFICATE

CertificateNumber: R-1                       Numberof Preferred Securitites: 20,000,0000

CUSIP No.: 22238E 20 6

CertificateEvidencing Preferred Securities

of

COUNTRYWIDECAPITAL IV

6.75%Trust Preferred Securities

(liquidation amount $25 per Preferred Security)

COUNTRYWIDE CAPITAL IV, a statutory trust formed under the laws of theState of Delaware (the “Trust”), hereby certifies that Cede & Co. (the “Holder”)is the registered owner of 20,000,000 preferred securities of the Trustrepresenting undivided beneficial interests in the assets of the Trustdesignated the 6.75% Trust Preferred Securities (liquidation amount $25 perPreferred Security) (the “Preferred Securities”).  The Preferred Securities are transferable onthe books and records of the Trust, in person or by a duly authorized attorney,upon surrender of this certificate duly endorsed and in proper form fortransfer.  The designation, rights,privileges, restrictions, preferences and other terms and provisions of thePreferred Securities represented hereby are issued and shall in all respects besubject to the provisions of the Amended and Restated Declaration of Trust ofthe Trust dated as of April 11, 2003, as the same may be amended from time totime (the “Declaration”), including the designation of the terms of thePreferred Securities as set forth in Annex I to the Declaration.  Capitalized terms used herein but not definedshall have the meaning given them in the Declaration.  The Holder is entitled to the benefits of thePreferred Securities Guarantee to the extent provided therein.  The Sponsor will provide a copy of theDeclaration, the Preferred Securities Guarantee and the Indenture to a Holderwithout charge upon written request to the Trust at its principal place ofbusiness.

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Upon receipt of this certificate, the Holder is bound by theDeclaration and is entitled to the benefits thereunder.

In addition, the Holder is deemed to have (i) agreed to the terms ofthe Indenture and the Debentures, including that the Debentures are subordinateand junior in right of payment to all present and future Senior Indebtedness(as defined in the Indenture) as and to the extent provided in the Indentureand (ii) agreed to the terms of the Preferred Securities Guarantee, includingthat the Preferred Securities Guarantee is subordinate and junior in right ofpayment to all present and future Senior Indebtedness of the Sponsor and theDebenture Guarantor, except those made pari passu or subordinate by theirterms, pari passu with any guarantee now or hereafter entered into by theSponsor and the Debenture Guarantor in respect of any preferred or preferencestock of any Affiliate of the Sponsor or the Debenture Guarantor, and senior tothe common stock of the Sponsor and the Debenture Guarantor.

By acceptance, the Holder agrees to treat, for United States federalincome tax purposes, the Debentures as indebtedness and the PreferredSecurities as evidence of indirect beneficial ownership in the Debentures.

Unless the Institutional Trustee’s Certificate of Authentication hereonhas been properly executed, these Preferred Securities shall not be entitled toany benefit under the Declaration or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Trust has executed this certificate this 11th day of April 2003.
|        | COUNTRYWIDE CAPITAL IV |
|--------|------------------------|
|   |                   |   |
|   | By:                    |   |
|   | Name:                  |   |
|   | Title:                 | Regular Trustee |

 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Preferred Securities referred to in thewithin-mentioned Declaration.
| Dated April 11, 2003 | THE BANK OF NEW YORK, |
|----------------------|-----------------------|
|                 |                  | as Institutional Trustee |
|                 | By:                   |   |
|                 |                  | Authorized Signatory |

 

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[FORM OF REVERSE OF SECURITY]

Distributions payable on each Preferred Security will be fixed at arate per annum of 6.75% (the “Coupon Rate”) of the stated liquidation amount of$25 per Preferred Security, such rate being the rate of interest payable on theDebentures to be held by the Institutional Trustee.  Distributions in arrears for more than onequarter will bear interest thereon compounded quarterly at the Coupon Rate (“CompoundInterest”) (to the extent permitted by applicable law).  The term “Distributions” as used hereinincludes such cash distributions and any such interest (including AdditionalInterest and Compound Interest) payable unless otherwise stated.  A Distribution will be made by theInstitutional Trustee only to the extent that payments are made in respect ofthe Debentures held by the Institutional Trustee and to the extent theInstitutional Trustee has funds available in the Institutional TrusteeAccount.  The amount of Distributionspayable for any period will be computed for any full quarterly Distributionperiod on the basis of a 360-day year of twelve 30-day months, and for anyperiod shorter than a full quarterly Distribution period for whichDistributions are computed, Distributions will be computed on the basis of theactual number of days elapsed per calendar month (but not to exceed 30 days inany month).

Except as otherwise described below, Distributions on the PreferredSecurities will be cumulative, will accrue from April 11, 2003 and will bepayable quarterly in arrears on January 1, April 1, July 1 and October 1 ofeach year, commencing on July 1, 2003 to Holders of record on the relevantrecord dates, which will be, as long as the Preferred Securities remain inbook-entry form, one Business Day prior to the relevant payment date and, inthe event the Preferred Securities are not in book-entry form, the December 15,March 15, June 15 and September 15 next preceding the relevant paymentdate.  Such payment dates shallcorrespond to the interest payment dates on the Debentures.  If no Event of Default has occurred and iscontinuing under the Debentures, the Debenture Issuer has the right under theIndenture to defer payments of interest by extending the interest paymentperiod from time to time on the Debentures for a period not exceeding 20consecutive quarters  (each an “ExtensionPeriod”), provided that no Extension Period shall last beyond the date of thematurity of the Debentures and, as a consequence of such deferral, quarterlyDistributions will also be deferred. Despite such deferral, quarterly Distributions will continue to accruewith interest thereon (to the extent permitted by applicable law) at the CouponRate compounded quarterly during any such Extension Period.  Prior to the termination of any suchExtension Period, the Debenture Issuer may further extend such Extension Period;provided that such Extension Period together with all such previous and furtherextensions thereof may not exceed 20 consecutive quarters or extend beyond thematurity of the Debentures.  Payments ofaccrued Distributions will be payable to Holders as they appear on the booksand records of the Trust on the first record date after the end of theExtension Period.  Upon the terminationof any Extension Period and the Payment of all amounts then due, the DebentureIssuer may commence a new Extension Period, subject to the above requirements.

The Preferred Securities shall be redeemable s provided in theDeclaration.

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[FORM OF ASSIGNMENT]

ASSIGNMENT

FORVALUED RECEIVED, the undersigned assigns and transfers this Preferred SecurityCertificate to:

 
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| (Insert  assignee’s social security or tax identification number)                                                                     |
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| (Insert address  and zip code of assignee)                                                                                                 |
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| and irrevocably appoints                                                                                                                   |
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| agent to transfer this Preferred Security  Certificate on the books of the Trust. The agent may substitute another to  act for him or her. |
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| Date:                                                                                                                                      |   |   |
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| Signature:                                                                                                                                 |   |   |

(Sign exactly as your name appears on the other side of this PreferredSecurity Certificate)

(Signature(s) must beguaranteed by an “eligible guarantor institution” meeting the requirements ofthe Trustee, which requirements include membership or participation in STAMP orsuch other “signature guarantee program” as may be determined by the Trustee inaddition to or in substitution for STAMP, all in accordance with the SecuritiesExchange Act of 1934, as amended.)

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