**Exhibit 4.40**

[Form of Security]

This Capital Security is a Global Security within the meaning of theDeclaration hereinafter referred to and is registered in the name of TheDepository Trust Company, a New York corporation (the “Depositary”), or anominee of the Depositary.  This CapitalSecurity is exchangeable for Capital Securities registered in the name of aperson other than the Depositary or its nominee only in the limitedcircumstances described in the Declaration and no transfer of this Capital Security(other than a transfer of this Capital Security as a whole by the Depositary toa nominee of the Depositary or by a nominee of the Depositary to the Depositaryor another nominee of the Depositary) may be registered except in limitedcircumstances.

Unless this Capital Security Certificate is presented by an authorizedrepresentative of the Depositary to Countrywide Capital III or its agent forregistration of transfer, exchange or payment, and any Capital SecurityCertificate issued is registered in the name of Cede & Co. or such othername as registered by an authorized representative of the Depositary (and anypayment hereon is made to Cede & Co. or to such other entity as isrequested by an authorized representative of the Depositary), ANY TRANSFER, PLEDGEOR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFULsince the registered owner hereof, Cede & Co., has an interest herein.
| CERTIFICATE NO. 1                                                                                    |   | NUMBER OF CAPITAL                                                                                  |
|------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------|
| SECURITIES:                                                                                          |   |                                                                                               |
| CUSIP  NO.                |   | $             LIQUIDATION  AMOUNT |
|                                                                                                 |   |                                                                                               |

CERTIFICATE EVIDENCING CAPITAL SECURITIES

OF

COUNTRYWIDE CAPITAL III

8.05 % SUBORDINATED CAPITAL INCOME SECURITIES, SERIES B

(LIQUIDATION AMOUNT $1,000 PER SECURITY)

Countrywide Capital III, a statutory business trust formed under thelaws of the State of Delaware (the “Trust”), hereby certifies that Cede &Co. (the “Holder”) is the registered owner of                 securities of the Trust representing undivided beneficial ownership interestsin the assets of the Trust designated 8.05% Subordinated Capital IncomeSecurities, Series B (liquidation amount $1,000 per Security) (the “CapitalSecurities”).  The Capital Securities aretransferable on the register of the Trust, in person or by a duly authorizedattorney, upon surrender of this certificate duly endorsed and in proper formfor transfer as provided in the Declarations, (as defined below).  The designation, rights, privileges,restrictions, preferences and other terms and provisions of the CapitalSecurities represented hereby are issued and shall in all respects be subjectto the provisions of the Amended and Restated Declaration of Trust of theTrust, dated as of June 4, 1997 ( as the same may be amended from time to time(the “Declaration”), among Countrywide Credit Industries, Inc., as Sponsor (the“Sponsor”), Eric P. Sieracki, Sandor E. Samuels and Thomas Keith McLaughlin, asRegular Trustees, The Bank of New York, a New York banking corporation, asProperty Trustee, and The Bank of New York (Delaware), a Delaware corporation,as Delaware Trustee, the terms of which are incorporated by referenceherein.  Capitalized terms used hereinbut not defined shall have the meaning given to them in the Declaration.  The Holder is entitled to the benefits of theTrust Guarantee to the extent described therein.  The Sponsor will provide a copy of theDeclaration, the Trust

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Guaranteeand the Indenture to a Holder without charge upon written request to theSponsor at its principal place of business.

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

By acceptance, the Holder agrees to treat, for United States federalincome tax purposes, the Debentures as indebtedness and the Capital Securitiesas evidence of undivided indirect beneficial ownership interests in theDebentures and the Debt Guarantee.

Capital Securities may not be acquired by any Person who is, or who isacquiring such Capital Securities is using the assets of, an ERISA Plan unlessCapital Securities are acquired pursuant to and in accordance with anapplicable exemption, including but not limited to:  (i) Prohibited Transaction Class Exemption90-1 (“PTE 90-1”), regarding investments by insurance company pooled separateaccounts, (ii) Prohibited Transaction Class Exemption 91-38 (“PTE 91-38”),regarding investments by bank collective investment funds, (iii) ProhibitedTransaction Class Exemption 84-14 (“PTE 84-14”), regarding transactionseffected by qualified professional asset managers, (iv) Prohibited TransactionClass Exemption 96-23 (“PTE 96-23”), regarding transactions effected byin-house asset managers, or (v) Prohibited Transaction Class Exemption 95-60 (“PTE95-60”), regarding investments by insurance company general accounts.  The acceptance of this Certificate by anyPerson who is, or who in acquiring this Certificate is using the assets of, anERISA Plan shall deemed to constitute a representation by such Person to theTrust that (i) such Person is eligible for exemptive relief available pursuantto an applicable exemption, including but not limited to, PTE 90-1, PTE 91-38,PTE 84-14, PTE 96-23 or PTE 95-60 with respect to the acquisition and holdingof the Capital Securities represented by this Certificate, and (ii) none ofCountrywide Home Loans Inc., Countrywide Credit Industries, Inc., CountrywideFinancial Services, Inc. or Countrywide Securities Corporation is a “fiduciary”,within the meaning of Section 3(21) of ERISA and the regulations thereunder,with respect to such Person’s interest in the Capital Securities or theDebentures.

IN WITNESS WHEREOF, the Trust has executed this certificate this           day of                      ,                  
|                                                                                    | COUNTRYWIDE CAPITAL III |   |
|-----------------------------------------------------------------------------------------|-------------------------|--------|
|                                                                                    |                    |   |
|                                                                                    | By:                     |   |   |
|                                                                                    | Name:                   |   |
|                                                                                    | Title: Regular Trustee  |   |
|                                                                                    |                    |   |
| This is one of the Capital Securities  referred to in the within-mentioned Declaration. |                    |
|                                                                                    |                    |   |
|                                                                                    | THE BANK OF NEW YORK    |   |
|                                                                                    |                    |   |   |
| Dated:                                                                                  | By:                     |   |   |
|                                                                                    | Name:                   |   |
|                                                                                    | Title:                  |   |

 

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