**Exhibit 4.2**

 

MPA A3613.0

 

**SUBSTITUTION OF RIGHTS AGENT ANDAMENDMENT**

**TO AMENDED AND RESTATED RIGHTSAGREEMENT**

 

ThisSUBSTITUTION OF RIGHTS AGENT AND AMENDMENT TO AMENDED AND RESTATED RIGHTSAGREEMENT (this “Amendment”) is entered into as of December 8, 2005 by andbetween **Countrywide Financial Corporation** foritself and for the benefit of its subsidiaries and affiliates (“Countrywide”),a Delaware corporation, with a principal place of business at 4500 ParkGranada, Calabasas, California 91302 and **American Stock Transfer &Trust Company**(“AST”), a New York banking corporation with itsprincipal place of business at 59 Maiden Lane, New York, NY 10038, as asubstitution of rights agent and an amendment to the Amended and RestatedRights Agreement by and between Countrywide Credit Industries, Inc. (now knownas Countrywide Financial Corporation) and The Bank of New York (“Bank”) datedas of November 27, 2001 (together with all other amendments to such agreementprior to the date hereof, collectively, the “Existing Agreement,” and togetherwith this Amendment, the “Agreement”). Capitalized terms not otherwise definedherein shall have the meanings set forth in the Existing Agreement.

 

**RECITALS**

 

WHEREAS, Countrywide and Bank entered into theExisting Agreement whereby Bank was appointed as Rights Agent;

 

WHEREAS, Countrywide desires to remove Bank asRights Agent and substitute AST as the successor Rights Agent and AST desiresto accept such appointment; and,

 

WHEREAS, Countrywide has provided the Bank a noticeof removal of the Bank as Rights Agent pursuant to Section 22 of the ExistingAgreement.

 

**AGREEMENT**

 

NOW, THEREFORE, in consideration of the agreements,covenants, and conditions set forth herein, and intending to be legally bound,the parties hereto agree as follows:

 

1.                                       The term of this Amendment shall commence andshall be effective on December 8, 2005 at 12:01am (Eastern Time) (the “AmendmentEffective Date”).

 

2.                                       Section 22 of the Existing Agreement ishereby amended to provide that any successor Rights Agent shall, at the time ofits appointment as Rights Agent, have a combined capital and surplus of atleast $10,000,000, instead of $50,000,000 as currently provided. The fifth (5th)sentence of Section 22 of the Existing Agreement shall now read as follows:

 

“Any successor Rights Agent, whether appointed bythe Company or by such a court, shall be (a) corporation organized and doingbusiness under the laws of the United States or of the State of New York (or ofany other state of the United States so long as such corporation is authorizedto do business as a banking institution in the State of New York), in goodstanding, having a principal office in the State of New York, which isauthorized under such laws to exercise corporate trust powers and is subject tosupervision or examination by federal or state authority and which has at thetime of its 

 

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appointment as Rights Agent a combined capital andsurplus of at least $10,000,000 or (b) an affiliate of a corporation describedin clause (a) of this sentence.”

 

3.                                       Countrywide hereby appoints AST as RightsAgent pursuant to Section 22 of the Existing Agreement, to serve in thecapacity and for the consideration and subject to all of the terms andconditions of the Rights Agent.

 

4.                                       AST hereby accepts the appointment as RightsAgent and undertakes all of the duties and obligations imposed by the ExistingAgreement and to serve as Rights Agent subject to all of the terms andconditions of the Existing Agreement including, with respect to compensationand reimbursement of reasonable expenses and counsel fees and disbursements, Section19 therein except as may be modified by this Amendment. Countrywide shall notbe responsible for or reimburse AST for any expenses incurred by AST, includingcounsel fees and disbursements, in the performance of services unlesspreviously agreed to in writing by Countrywide.

 

5.                                       Pursuant to Section 19 of the ExistingAgreement, AST shall invoice Countrywide Two Hundred Dollars ($200) per monthfor all services rendered after the Amendment Effective Date during any precedingcalendar month by AST under the Agreement. Invoices should be sent to:

 

Countrywide Financial Corporation

Attn: Executive Vice President, Investor Relations

4500 Park Granada, CH-19

Calabasas, CA 91302

MPA # A3613.0

 

Each invoice shall include a reference to thisAgreement and other items as may be requested by Countrywide. Countrywide shallpay AST all undisputed invoices within thirty (30) days of receipt.

 

6.                                       From and after the Amendment Effective Date,each and every reference in the Existing Agreement to a “Rights Agent” shall bedeemed to be a reference to AST.

 

7.                                       Section 26 of the Existing Agreement shall beamended to provide that notices or demands pursuant to the Agreement shall beaddressed as follows:

 

If to Company:

 

Countrywide Financial Corporation

4500 Park Granada

Calabasas, California 91302

Attention: Senior Managing Director, General Counsel, Corporate and Securitiesand Corporate Secretary

 

With copies to:

 

Countrywide Financial Corporation

4500 Park Granada

Calabasas, California 91302

Attention: Executive Vice President, Investor Relations 

 

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Countrywide Financial Corporation

450 American Street

Mail Stop SV3-62

Simi Valley, CA 93065

 

If to AST:

 

American Stock Transfer & Trust Company

59 Maiden Lane

New York, NY 10038

Attention: Corporate TrustDepartment

 

8.                                       Section 3(b) of the Existing Agreement shallnow read as follows:

 

“This certificate also evidences and entitles theholder hereof to certain Rights as set forth in the Amended and Restated RightsAgreement between Countrywide Financial Corporation (formerly known asCountrywide Credit Industries, Inc.) and American Stock Transfer & TrustCompany (the “Rights Agent”), dated as of November 27, 2001, as amended, and assuch may be further amended from time to time thereafter (the “Rights Agreement”),the terms of which are hereby incorporated herein by reference and a copy ofwhich is on file at the principal offices of Countrywide Financial Corporation.Under certain circumstances, as set forth in the Rights Agreement, such Rightsmay be redeemed, may expire, or may be evidenced by separate certificates andwill no longer be evidenced by this certificate. Countrywide FinancialCorporation will mail to the holder of this certificate a copy of the RightsAgreement without charge promptly after receipt of a written request therefor. Undercertain circumstances, Rights issued to Acquiring Persons (as defined in theRights Agreement) of certain related persons and any subsequent holder of suchRights may become null and void with respect to certain rights set forth in Section11(a)(ii) and Section 13(a) of the Rights Agreement.”

 

9.                                       Exhibit B of the Existing Agreement shall bedeleted in its entirety and shall be replaced in its entirety with the Exhibit Bin Attachment 1 hereto.

 

10.                                 To the extent that the terms and provisionsof the Existing Agreement do not conflict with the terms and provisions of thisAmendment, then such terms and provisions shall remain in full force and legaleffect. To the extent that there is a conflict between the terms and provisionsof the Existing Agreement and this Amendment, the terms and provisions of thisAmendment shall govern for purposes of the subject matter of this Amendmentonly.

 

11.                                 This Amendment and the Existing Agreement constitutethe entire understanding and agreement with respect to the subject matter ofthis Amendment and the Existing Agreement, and supersede any and all prior orcontemporaneous representations, understandings, and agreements whether oral orwritten between the parties relating to the subject matter of this Amendment orthe Existing Agreement, all of which are merged in to this Amendment. ThisAmendment may be executed in counterparts, each of which shall be deemed anoriginal and all of which together shall constitute one and the same document.

 

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INWITNESS WHEREOF, the parties to this Amendment, by their duly authorizedrepresentatives, have executed this Amendment as of the date first writtenabove.

 
| **COUNTRYWIDE FINANCIAL CORPORATION** | **AMERICAN STOCK TRANSFER &   TRUST COMPANY** |
|---------------------------------------|---------------------------------------------------|
|                                  |
| By:                                   | /s/ Michael Kamenca                               |   | By: | /s/ Herbert J. Lemmer |
|                                  |
| Name:                                 | Michael Kamenca                                   |   | Name: | Herbert J. Lemmer |
|                                  |
| Title:                                | VP, Corporate Contracts                           |   | Title: | Vice President |
|                                  |                                              |
| Date:                                 | 12/07/2005                                        |   | Date: | 01-06-06 |
|                                       |                                                   |  |  |  |  |  |  |  |  |  |

 

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**ATTACHMENT 1**

 

Exhibit B

 

[Form of Rights Certificate]

 
| Certificate No. R-                                                                                                                                Rights |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | NOT EXERCISABLE AFTER FEBRUARY 28, 2012 OR  EARLIER IF NOTICE OF REDEMPTION IS GIVEN. THE RIGHTS ARE SUBJECT TO  REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER RIGHT ON THE TERMS SET  FORTH IN THE RIGHTS AGREEMENT. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE  WERE ISSUED TO A PERSON WHO WAS AN ACQUIRING PERSON OR AN ASSOCIATE OR  AFFILIATE OF AN ACQUIRING PERSON. THIS RIGHT CERTIFICATE AND THE RIGHTS  REPRESENTED HEREBY MAY BECOME VOID TO THE EXTENT PROVIDED IN AND UNDER THE  CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT.]***** |

 

 

Rights Certificate

 

Countrywide FinancialCorporation

 

Thiscertifies that                                                              ,or registered assigns, is the registered owner of the number of Rights setforth above, each of which entitles the owner thereof, subject to the terms,provisions and conditions of the Amended and Restated Rights Agreement dated asof November 27, 2001, as amended (the “Rights Agreement”) between CountrywideFinancial Corporation (formerly known as Countrywide Credit Industries, Inc.),a Delaware corporation (the “Company”), and American Stock Transfer & TrustCompany (the “Rights Agent”), to purchase from the Company at any time afterthe Distribution Date (as such term is defined in the Rights Agreement) andprior to 5:00 P.M. (Los Angeles time) on February 28, 2012 at the principaloffice of the Rights Agent in Los Angeles, California, one two-thousandth of afully paid, nonassessable share of Series A Participating Preferred Stock (the “PreferredStock”) of the Company, at a purchase price of $175 per one two-thousandth of ashare (the “Purchase Price”), upon presentation and surrender of this RightsCertificate with the appropriate Form of Election to Purchase duly executed.The number of Rights evidenced by this Rights Certificate (and the number ofshares which may be purchased upon exercise thereof) set forth above, and thePurchase Price set forth above, are the number and Purchase Price as of November15, 2001, based on the Preferred Stock as constituted at such date.

 

Asprovided in the Rights Agreement, the Purchase Price and the number of sharesof Preferred Stock or other securities which may be purchased upon the exerciseof the Rights evidenced by this Rights Certificate are subject to modificationand adjustment upon the happening of certain events.

 

ThisRight Certificate is subject to all of the terms, provisions and conditions ofthe Rights Agreement, which terms, provisions and conditions are herebyincorporated herein by reference and made a part hereof and to which RightsAgreement reference is hereby made for a full description of the rights,limitations of rights, obligations, duties and immunities hereunder of theRights Agent, the Company and the holders of the Rights Certificates.

 

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Copies of the Rights Agreement are on file at theprincipal office of the Company and are also available upon written request tothe Company.

 

ThisRights Certificate, with or without other Rights Certificates, upon surrenderat the principal office of the Rights Agent, may be exercised for anotherRights Certificate or Rights Certificates of like tenor and date evidencingRights entitling the holder to purchase a like aggregate number of shares ofPreferred Stock as the Rights evidenced by the Rights Certificate or RightsCertificates surrendered shall have entitled such holder to purchase. If thisRights Certificate shall be exercised (other than pursuant to Section 11(a)(ii)of the Rights Agreement) in part, the holder shall be entitled to receive uponsurrender hereof another Rights Certificate or Rights Certificates for thenumber of whole Rights not exercised. If this Rights Certificate shall beexercised in whole or in part pursuant to Section 11(a)(ii) of the RightsAgreement, the holder shall be entitled to receive this Rights Certificate dulymarked to indicate that such exercise has occurred as set forth in the RightsAgreement.

 

Subjectto the provisions of the Rights Agreement, the Rights evidenced by thisCertificate may be redeemed by the Company at its option at a redemption priceof $.01 per Right. Subject to the provisions of the Rights Agreement, theCompany, at its option, may elect to mail payment of the redemption price tothe registered holder of the Right at the time of redemption, in which eventthis certificate may become void without any further action by the Company.

 

Nofractional shares of Preferred Stock will be issued upon the exercise of anyRight or Rights evidenced hereby (other than fractions which are integralmultiples of one two-thousandth of a share of Preferred Stock, which may, atthe election of the Company, be evidenced by depositary receipts), but in lieuthereof a cash payment will be made, as provided in the Rights Agreement.

 

Noholder of this Rights Certificate, as such, shall be entitled to vote orreceive dividends or be deemed for any purpose the holder of shares ofPreferred Stock or of any other securities of the Company which may at any timebe issuable on the exercise hereof, nor shall anything contained in the RightsAgreement or herein be construed to confer upon the holder hereof, as such, anyof the rights of a shareholder of the Company or any right to vote for theelection of directors or upon any matter submitted to shareholders at anymeeting thereof, or to give or withhold consent to any corporate action, or, toreceive notice of meetings or other actions affecting shareholders (except asprovided in the Rights Agreement), or to receive dividends or subscriptionrights, or otherwise, until the Right or Rights evidenced by this RightsCertificate shall have been exercised as provided in the Rights Agreement.

 

ThisRights Certificate shall not be valid or obligatory for any purpose until itshall have been counter-signed by the Rights Agent.

 

WITNESSthe facsimile signature of the proper officers of the Company and its corporateseal. Dated as of                     .

 
|                 |   |   |   |
|----------------------|--------|--------|--------|
|                 |   |   |   |
| By                   |   |   |   |   |
| Name:                |   |   | Name:  |
| Title:               |   |   | Title: |
|                 |   |   |   |
| Countersigned:       |   |   |   |
|                 |   |   |   |
|                 |   |   |   |
| Authorized Signature |   |   |   |
|                      |        |        |        |  |

 

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# **FORMOF ASSIGNMENT**

# ** **

(To be executed by theregistered holder if suchholder desires to transfer the Rights Certificate.)

 

FOR VALUE RECEIVED                      hereby sells, assigns and transfers unto                                                                                                                                                 

 

 

 

(Please print name andaddress of transferee)

 

 

 

this Rights Certificate, together with all right,title and interest therein, and does hereby irrevocably constitute and appoint                         Attorney, to transfer the within Rights Certificate on the books of thewithin-named Company, with full power of substitution.

 

 
|                  |      |   |
|-----------------------|-----------|--------|
|                  | Signature |
| Signature Guaranteed: |      |

 

Certificate

 

The undersigned herebycertifies by checking the appropriate boxes that:

 

(1) the Rights evidenced bythis Rights Certificate [ ] are [ ] are not being sold, assigned andtransferred by or on behalf of a Person who is or was an Acquiring Person or anAffiliate or Associate of any such Acquiring Person (as such terms are definedpursuant to the Rights Agreement);

 

(2) after due inquiry and tothe best knowledge of the undersigned, it [ ] did [ ] did not acquire theRights evidenced by this Rights Certificate from any Person who is, was orsubsequently became an Acquiring Person or an Affiliate or Associate of anAcquiring Person.

 
| Dated:                          , 20    |      |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------|--------|
|                                                                                                                                                                                | Signature |
|                                                                                                                                                                                |      |

 

NOTICE

 

The signature to theforegoing Assignment must correspond to the name as written upon the face ofthis Rights Certificate in every particular, without alteration or enlargementor any change whatsoever.

 

# **FORMOF ELECTION TO PURCHASE**

# ** **

(To be executed if holderdesires toexercise the Rights Certificate pursuant toSection 11(a)(ii) of the Rights Agreement.)

 

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# **To COUNTRYWIDE FINANCIAL CORPORATION:**

# ** **

The undersigned herebyirrevocably elects to exercise          Rights represented by this RightsCertificate to purchase the shares of Common Stock (or such other securities ofthe Company) issuable upon the exercise of the Rights and requests thatcertificates for such shares be issued in the name of:

 

 

 

(Please insert socialsecurity or other identifying number)

 

 

 

(Please print name andaddress)

 

TheRights Certificate indicating the balance, if any, of such Rights which maystill be exercised pursuant to Section 11(a)(ii) of the Rights Agreement shallbe returned to the undersigned unless such person requests that the RightsCertificate be registered in the name of and delivered to:

 

 

 

Please insert social security or other identifyingnumber (complete only if Rights Certificate is to be registered in a name otherthan the undersigned)

 

 

 

(Please print name andaddress)

 

 

 

 

 
|                  |      |   |
|-----------------------|-----------|--------|
|                  | Signature |
| Signature Guaranteed: |      |

 

Certificate

 

Theundersigned hereby certifies by checking the appropriate boxes that:

 

(1)                                  the Rights evidenced by this RightsCertificate [ ] are [ ] are not being exercised by or on behalf of a Person whois or was an Acquiring Person or an Affiliate or Associate of any suchAcquiring Person (as such terms are defined pursuant to the Rights Agreement);

 

(2)                                  this Rights Certificate [ ] is [ ] is notbeing sold, assigned and transferred by or on behalf of a Person who is or wasan Acquiring Person or an Affiliate or Associate of any such Acquiring Person(as such terms are defined pursuant to the Rights Agreement);

 

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(3)                                  after due inquiry and to the best knowledgeof the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by thisRights Certificate from any Person who is, was or subsequently became anAcquiring Person or an Affiliate or Associate of an Acquiring Person.

 
| Dated:                          , 20    |   |      |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------|
|                                                                                                                                                                                |   | Signature |
|                                                                                                                                                                                |   |
|                                                                                                                                                                                     |        |           |  |

 

NOTICE 

 

The signature to theforegoing Election to Purchase must correspond to the name as written upon theface of this Rights Certificate in every particular, without alteration orenlargement or any change whatsoever.

 

FORM OF ELECTION TO PURCHASE

 

(To be executed if holderdesires toexercise the Rights Certificate other than pursuant toSection 11(a)(ii) of the Rights Agreement.)

 

# **To COUNTRYWIDE FINANCIALCORPORATION:**

# ** **

The undersigned herebyirrevocably elects to exercise            Rightsrepresented by this Rights Certificate to purchase the shares of Common Stock (orsuch other securities of the Company or any other Person) issuable upon theexercise of the Rights and requests that certificates for such shares be issuedin the name of:

 

 

 

(Please insert socialsecurity or other identifying number)

 

 

 

(Please print name andaddress)

 

 

 

The Rights Certificateindicating the balance, if any, of such Rights which may still be exercisedpursuant to Section 11(a)(ii) of the Rights Agreement shall be returned to theundersigned unless such person requests that the Rights Certificate beregistered in the name of and delivered to:

 

 

 

Please insert socialsecurity or other identifying number (complete only if Rights Certificate is tobe registered in a name other than the undersigned)

 

 

 

(Please print name andaddress)

 

 

 

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| Dated:                         , 20    |      |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------|--------|
|                                                                                                                                                                          |      |   |   |
|                                                                                                                                                                          | Signature |
|                                                                                                                                                                          |      |
| Signature Guaranteed:                                                                                                                                                         |      |
|                                                                                                                                                                               |           |        |  |

 

Certificate

 

The undersigned herebycertifies by checking the appropriate boxes that:

 

(1)                                  the Rights evidenced by this RightsCertificate [ ] are [ ] are not being sold, assigned and transferred by or onbehalf of a Person who is or was an Acquiring Person or an Affiliate orAssociate of any such Acquiring Person (as such terms are defined pursuant tothe Rights Agreement);

 

(2)                                  after due inquiry and to the best knowledgeof the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by thisRights Certificate from any Person who is, was or subsequently became anAcquiring Person or an Affiliate or Associate of an Acquiring Person.

 
| Dated:                          , 20    |   |      |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------|
|                                                                                                                                                                                |   | Signature |
|                                                                                                                                                                                |   |
|                                                                                                                                                                                     |        |           |  |

 

NOTICE

 

The signature to theforegoing Election to Purchase must correspond to the name as written upon theface of this Rights Certificate in every particular, without alteration orenlargement or any change whatsoever.

 

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***** The portion of the legend in brackets shallbe inserted only if applicable.

 

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