**Exhibit 4.39**

[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 Depository 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 to 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 |

CERTIFICATEEVIDENCING CAPITAL SECURITIES

OF

COUNTRYWIDE CAPITAL III

8.05% SUBORDINATED CAPITAL INCOME SECURITIES, SERIES A

(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             securitiesof the Trust representing undivided beneficial ownership interests in theassets of the Trust designated the 8.05% Subordinated Capital IncomeSecurities, Series A (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 Declaration (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., a Delawarecorporation, as Sponsor (the “Sponsor”) Eric P. Sieracki, Sandor E. Samuels andThomas Keith McLaughlin, as Regular Trustees, The Bank of New York, a New Yorkbanking corporation, as Property Trustee, and The Bank of New York (Delaware),a Delaware corporation, as Delaware Trustee, the terms of which areincorporated by reference herein. Capitalized terms used herein but not defined shall have the meaninggiven to them in the Declaration.  TheHolder is entitled to the benefits of the Trust Guarantee to the extentdescribed therein.  The Sponsor willprovide a copy of the Declaration, 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 certificate, 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 inacquiring 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 investmentsby insurance company pooled separate accounts, (ii) Prohibited TransactionClass Exemption 91-38 (“PTE 91-38”), regarding investments by bank collectiveinvestment funds, (iii) Prohibited Transaction Class Exemption 84-14 (“PTE84-14”), regarding transactions effected by qualified professional assetmanagers, (iv) Prohibited Transaction Class Exemption 96-23 (“PTE 96-23”)regarding transactions effected by in-house asset managers, or (v) ProhibitedTransaction Class Exemption 95-60 (“PTE 95-60”), regarding investments byinsurance company general accounts.  Theacceptance of this Certificate by any Person who is, or who in acquiring thisCertificate is using the assets of, an ERISA Plan shall deemed to constitute arepresentation by such Person to the Trust that (i) such Person is eligible forexemptive relief available pursuant to an applicable exemption, including butnot limited to, PTE 90-1, PTE 91-38, PTE 84-14, PTE 96-23 or PTE 95-60 withrespect to the acquisition and holding of the Capital Securities represented bythis Certificate, and (ii) none of Countrywide Home Loans Inc., CountrywideCredit Industries, Inc., Countrywide Financial Services, Inc. or CountrywideSecurities Corporation is a “fiduciary”, within the meaning of Section 3(21) ofERISA and the regulations thereunder, with respect to such Person’s interest inthe Capital Securities or the Debentures.

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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In connection with any transfer of this Capital Security occurringprior to the date which is the earlier of (i) the date of the declaration bythe Commission of the effectiveness of a registration statement under theSecurities Act covering resales of this Capital Security (which effectivenessshall not have been suspended or terminated at the date of the transfer) and(ii) two years after the later of the date of original issue and the last dateon which the Sponsor or any affiliate of the Sponsor was the owner of suchCapital Securities (or any predecessor thereto) (the “Resale RestrictionTermination Date”), the undersigned confirms that it has not utilized anygeneral solicitation or general advertising in connection with the transfer:

[CHECK ONE]
| (1) | o | to Countrywide Home  Loans, Inc. or a subsidiary thereof; or                                                                                                 |
|-----|---|--------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | o | pursuant to and in  compliance with Rule 144A under the Securities Act of 1933, as amended; or                                                               |
| (3) | o | outside the United  States to a “foreign person” in compliance with the Rule 904 of Regulation S  under the securities Act of 1933, as amended; or |
| (4) | o | pursuant to the  exemption from registration provided by Rule 144 under the Securities Act of  1933, as amended; or                                          |
| (5) | o | pursuant to an  effective registration statement under the Securities Act of 1933, as  amended; or                                                           |
| (6) | o | pursuant to another  available exemption from the registration requirements of the Securities Act  of 1933, as amended.                                      |

 

Unless one of the boxes is checked, the Trustees will refuse toregister any of the Securities evidenced by this certificate in the name of anyPerson other than the registered Holder thereof; provided, however, that if box(3), (4) or (6) is checked, the Sponsor or the Trustees may require, prior toregistering any such transfer of the Capital Securities, in its solediscretion, such written legal opinions, certifications (including aninvestment letter in the case of box (3)) and other information as the Trusteesor the Sponsor has reasonably requested to confirm that such transfer is beingmade pursuant to an exemption from, or in a transaction not subject to, theregistration requirements of the Securities Act of 1933, as amended.

If none of the foregoing boxes is checked, the Trustees or Registrarshall not be obligated to register this Capital Security in the name of anyPerson other than the Holder hereof unless and until the conditions to any suchtransfer of registration set forth herein and in Section 2.8 of the Indentureshall have been satisfied.
| Dated: |   | Signed:                              |                                 |   |
|--------|--------|--------------------------------------|--------------------------------------|--------|
|   |   |                                 | (Sign exactly as name appears on the |   |
|   |   | other side of this Capital Security) |                                 |

 

Signature Guarantee:

Note:      Signature must beguaranteed by an “eligible guarantor institution” meeting the requirements ofthe Security Registrar, which requirements include membership or participationin the Security Transfer Agent Medallion Program (“STAMP”) or such other “signatureguarantee program” as may be determined by the Security Registrar in additionto, 

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orin substitution for, STAMP, all in accordance with the Securities Exchange Actof 1934, as amended.

TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

The undersigned represents and warrants that it ispurchasing this Capital Security for its own account or an account with respectto which it exercises sole investment discretion and that it and any suchaccount is a “qualified institutional buyer” within the meaning of Rule 144Aunder the Securities Act and is aware that the sale to it is being made inreliance on Rule 144A and acknowledges that it has received such informationregarding the Sponsor as the undersigned has requested pursuant to the Rule144A or has determined not to request such information and that it is awarethat the transferor is relying upon the undersigned’s foregoing representationsin order to claim the exemption from registration provided by Rule 144A.

Dated:

 
|        |   | NOTICE:  To be  executed by an |   |   |
|--------|--------|-------------------------------------|--------|--------|
|   |   | executive officer                   |   |   |

TOBE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED

The undersigned represents and warrants that it ispurchasing this Capital Security outside the United States as a “foreign person”in compliance with Rule 904 of Regulation S under the Securities Act and isaware that the sale to it is being made in reliance on Regulation S.

Dated:

 
|        |   | NOTICE:  To be  executed by an |   |   |
|--------|--------|-------------------------------------|--------|--------|
|   |   | executive officer                   |   |   |

 

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