**Exhibit 4.47**

(FORM OF FACE OF DEBENTURE)

IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT — [This Debentureis a Global Debenture within the meaning of the Indenture hereinafter referredto and is registered in the name of a Depositary or a nominee of aDepositary.  This Debenture isexchangeable for Debentures registered in the name of a person other than theDepositary or its nominee only in the limited circumstances described in theIndenture, and except as otherwise provided in Section 2.11 of the Indenture(as defined herein) this Debenture may be transferred, in whole but not inpart, only to another nominee of the Depositary or to a successor Depositary orto a nominee of such successor Depositary.

Unless this Debenture is presented by an authorized representative ofThe Depository Trust Company (55 Water Street, New York, New York) to theissuer or its agent for registration of transfer, exchange or payment, and anyDebenture issued is registered in the name of Cede & Co. or such other nameas requested by an authorized representative of The Depository Trust Companyand any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHERUSE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registeredowner hereof, Cede & Co., has an interest herein.]

CertificateNo. R-1

COUNTRYWIDEFINANCIAL CORPORATION

6.75%JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE

DUE APRIL 1, 2033
| $515,463,925 |   | [CUSIP# 222372 AF 1] |
|--------------|--------|----------------------|

 

COUNTRYWIDE FINANCIAL CORPORATION, a Delaware corporation (the “Company”,which term includes any successor corporation under the Indenture hereinafterreferred to), for value received, hereby promises to pay to The Bank of NewYork, as Institutional Trustee of Countrywide Capital IV under that certainAmended and Restated Declaration of Trust dated as of April 11, 2003, orregistered assigns, the principal sum of Five Hundred Fifteen Million FourHundred Sixty Three Thousand Nine Hundred and Twenty Five Dollars($515,463,925) on April 1, 2033, (the “Stated Maturity”), and to pay intereston said principal sum from April 11, 2003, or from the most recent interestpayment date (each such date, an “Interest Payment Date”) to which interest hasbeen paid or duly provided for, quarterly (subject to deferral as set forthherein) in arrears on January 1, April 1, July 1, and October 1 of each year,commencing July 1, 2003, at the rate of 6.75% per annum (the “Coupon Rate”)until the principal hereof shall have become due and payable, and on anyoverdue principal and premium, and (without duplication and to the extent thatpayment of such interest is enforceable under applicable law) on any overdueinstallment of interest at the same rate per annum compounded quarterly.  The amount of interest payable on any InterestPayment Date shall be computed on the basis of a 360-day year of twelve 30-daymonths  and, except as provided in thefollowing sentences, the amount of interest payable for any period shorter thana full quarterly period for which interest is computed, will be computed on thebasis of the actual number of days elapsed per calendar month (but not toexceed 30 days in any month). In the event that any date on which interest ispayable on this Debenture is not a Business Day, then payment of interest payableon such date will be made on the next succeeding day that is a Business Day(and without any interest or other payment in respect of any such delay),except that, if such Business Day is in the next succeeding calendar year, suchpayment shall be made on the immediately preceding Business Day, in each casewith the same force and effect as if made on the date such payment

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otherwisewould have been payable.  The interestinstallment so payable, and punctually paid or duly provided for, on anyInterest Payment Date will, as provided in the Indenture, be paid to the personin whose name this Debenture (or one or more Predecessor Securities, as definedin said Indenture) is registered at the close of business on the relevantrecord dates, which will be, as long as this Debenture remains in book-entryform, one Business Day prior to the relevant Interest Payment Date and, in theevent this Debenture is not in book-entry form, the December 15, March 15, June15 and September 15 next preceding the relevant Interest Payment Date.  Payments of interest may be deferred by theCompany pursuant to the provisions of Article IV of the First SupplementalIndenture to the Indenture (as defined herein). Any such interest installment not punctually paid or duly provided forshall forthwith cease to be payable to the registered Holders on such regularrecord date and may be paid to the Person in whose name this Debenture (or oneor more Predecessor Securities) is registered at the close of business on aspecial record date to be fixed by the Trustee for the payment of suchdefaulted interest, notice whereof shall be given to the registered Holders ofthis series of Debentures not less than 10 days prior to such special recorddate, or may be paid at any time in any other lawful manner not inconsistentwith the requirements of any securities exchange on which the Debentures may belisted, and upon such notice as may be required by such exchange, all as morefully provided in the Indenture.  Theprincipal of and the interest on this Debenture shall be payable at the officeor agency of the Trustee maintained for that purpose in any coin or currency ofthe United States of America that at the time of payment is legal tender forthe payment of public and private debts; provided, however, that if this Noteis not a Global Debenture payment of interest may be made at the option of theCompany by check mailed to the registered Holder at such address as shallappear in the Security Register.  Notwithstandingthe foregoing, so long as the Holder of this Debenture is the InstitutionalTrustee, the payment of the principal of (and premium, if any) and interest onthis Debenture will be made at such place and to such account as may bedesignated by the Institutional Trustee.

The indebtedness evidenced by this Debenture is, to the extent providedin the Indenture, subordinate and junior in right of payment to the priorpayment in full of all Senior Indebtedness of the Company and this Debenture isissued subject to the provisions of the Indenture with respect thereto.  Each Holder of this Debenture, by acceptingthe same, (a) agrees to and shall be bound by such provisions, (b) authorizesand directs the Trustee on his or her behalf to take such action as may benecessary or appropriate to acknowledge or effectuate the subordination soprovided and (c) appoints the Trustee his or her attorney-in-fact for any andall such purposes.  Each Holder hereof,by his or her acceptance hereof, hereby waives all notice of the acceptance ofthe subordination provisions contained herein and in the Indenture by eachholder of Senior Indebtedness, whether now outstanding or hereafter incurred,and waives reliance by each such holder upon said provisions.

This Debenture shall not be entitled to any benefit under the Indenturehereinafter referred to, be valid or become obligatory for any purpose untilthe Certificate of Authentication hereon shall have been signed by or on behalfof the Trustee.

The Company agrees, and by acceptance of a beneficial ownership interestin the Debentures, each beneficial owner of the Debentures will be deemed tohave agreed to treat the Debentures as indebtedness of the Company for UnitedStates federal income tax purposes.

The provisions of this Debenture are continued on the reverse sidehereof and such continued provisions shall for all purposes have the sameeffect as though fully set forth at this place.

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IN WITNESS WHEREOF, the Company has caused this instrument to beexecuted.
|        | COUNTRYWIDE FINANCIAL CORPORATION |   |
|--------|-----------------------------------|--------|
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|   | By:                               |   |
|   | Name:                             |   |
|   | Title:                            |   |
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|   | By:                               |   |
|   | Name:                             |   |
|   | Title:                            |   |
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