<PAGE>

                                                                   EXHIBIT 10.71

COUNTRYWIDE FINANCIAL CORPORATION
Selected Employee Deferred Compensation Plan
Master Plan Document

                            EFFECTIVE JANUARY 1, 2004

                               COPYRIGHT (C) 2003
                            BY CLARK CONSULTING, INC.
                           EXECUTIVE BENEFITS PRACTICE
                               ALL RIGHTS RESERVED

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COUNTRYWIDE FINANCIAL CORPORATION
Selected Employee Deferred Compensation Plan
Master Plan Document

                                TABLE OF CONTENTS

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                                                                             PAGE
                                                                             ----
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ARTICLE 1    DEFINITIONS..................................................     1

ARTICLE 2    SELECTION, ENROLLMENT, ELIGIBILITY...........................     7

     2.1     SELECTION BY COMMITTEE......................................      7
     2.2     ENROLLMENT REQUIREMENTS.....................................      7
     2.3     ELIGIBILITY; COMMENCEMENT OF PARTICIPATION..................      7
     2.4     TERMINATION OF PARTICIPATION AND/OR DEFERRALS...............      7
     2.5     RE-COMMENCEMENT OF PARTICIPATION............................      7

ARTICLE 3    DEFERRAL COMMITMENTS/COMPANY CONTRIBUTION AMOUNTS/COMPANY
             DISCRETIONARY MATCH/VESTING/CREDITING/TAXES.................      8

     3.1     MAXIMUM DEFERRAL............................................      8
     3.2     ELECTION TO DEFER; EFFECT OF ELECTION FORM..................      8
     3.3     WITHHOLDING AND CREDITING OF ANNUAL DEFERRAL AMOUNTS........      9
     3.4     COMPANY CONTRIBUTION AMOUNT.................................      9
     3.5     COMPANY DISCRETIONARY MATCH.................................      9
     3.6     VESTING.....................................................      9
     3.7     CREDITING/DEBITING OF ACCOUNT BALANCES......................     11
     3.8     FICA AND OTHER TAXES........................................     13

ARTICLE 4    DEDUCTION LIMITATION........................................     13

     4.1     DEDUCTION LIMITATION ON BENEFIT PAYMENTS....................     13

ARTICLE 5    IN-SERVICE DISTRIBUTION; UNFORESEEABLE FINANCIAL
             EMERGENCIES; WITHDRAWAL ELECTION............................     14

     5.1     IN-SERVICE DISTRIBUTION.....................................     14
     5.2     OTHER BENEFITS TAKE PRECEDENCE OVER IN-SERVICE DISTRIBUTIONS     14
     5.3     WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE
             FINANCIAL EMERGENCIES.......................................     14
     5.4     WITHDRAWAL ELECTION.........................................     15

ARTICLE 6    CHANGE IN CONTROL BENEFIT....................................    16

     6.1     CHANGE IN CONTROL BENEFIT....................................    16
     6.2     PAYMENT OF CHANGE IN CONTROL BENEFIT.........................    16

ARTICLE 7    RETIREMENT BENEFIT............................................   16

     7.1     RETIREMENT BENEFIT............................................   16
     7.2     PAYMENT OF RETIREMENT BENEFIT.................................   16
</TABLE>

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COUNTRYWIDE FINANCIAL CORPORATION
Selected Employee Deferred Compensation Plan
Master Plan Document

<TABLE>
<S>                                                                           <C>
ARTICLE 8    TERMINATION BENEFIT.........................................     17

     8.1     TERMINATION BENEFIT.........................................     17
     8.2     PAYMENT OF TERMINATION BENEFIT..............................     17

ARTICLE 9    DISABILITY WAIVER AND BENEFIT...............................     17

     9.1     DISABILITY WAIVER...........................................     17
     9.2     CONTINUED ELIGIBILITY; DISABILITY BENEFIT...................     17

ARTICLE 10   SURVIVOR BENEFIT............................................     18

     10.1    SURVIVOR BENEFIT............................................     18
     10.2    PAYMENT OF SURVIVOR BENEFIT.................................     18

ARTICLE 11   BENEFICIARY DESIGNATION.....................................     18

     11.1    BENEFICIARY.................................................     18
     11.2    BENEFICIARY DESIGNATION; CHANGE OF BENEFICIARY DESIGNATION..     19
     11.3    ACKNOWLEDGEMENT.............................................     19
     11.4    NO BENEFICIARY DESIGNATION..................................     19
     11.5    DOUBT AS TO BENEFICIARY.....................................     19
     11.6    DISCHARGE OF OBLIGATIONS....................................     19

ARTICLE 12   LEAVE OF ABSENCE............................................     19

     12.1    PAID LEAVE OF ABSENCE.......................................     19
     12.2    UNPAID LEAVE OF ABSENCE.....................................     19

ARTICLE 13   TERMINATION, AMENDMENT OR MODIFICATION......................     20

     13.1    TERMINATION.................................................     20
     13.2    AMENDMENT...................................................     20
     13.3    PLAN AGREEMENT..............................................     21
     13.4    EFFECT OF PAYMENT...........................................     21

ARTICLE 14   ADMINISTRATION..............................................     21

     14.1    COMMITTEE DUTIES............................................     21
     14.2    ADMINISTRATION UPON CHANGE IN CONTROL.......................     21
     14.3    AGENTS......................................................     22
     14.4    BINDING EFFECT OF DECISIONS.................................     22
     14.5    INDEMNITY OF COMMITTEE......................................     22
     14.6    COMPANY INFORMATION.........................................     22

ARTICLE 15   OTHER BENEFITS AND AGREEMENTS...............................     22
</TABLE>

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COUNTRYWIDE FINANCIAL CORPORATION
Selected Employee Deferred Compensation Plan
Master Plan Document

<TABLE>
<S>                                                                         <C>
     15.1    COORDINATION WITH OTHER BENEFITS............................   22

ARTICLE 16   CLAIMS PROCEDURES...........................................   23

     16.1    PRESENTATION OF CLAIM.......................................   23
     16.2    NOTIFICATION OF DECISION....................................   23
     16.3    REVIEW OF A DENIED CLAIM....................................   23
     16.4    DECISION ON REVIEW..........................................   24
     16.5    LEGAL ACTION................................................   24

ARTICLE 17   TRUST.......................................................   24

     17.1    ESTABLISHMENT OF THE TRUST..................................   24
     17.2    INTERRELATIONSHIP OF THE PLAN AND THE TRUST.................   24
     17.3    DISTRIBUTIONS FROM THE TRUST................................   25

ARTICLE 18   MISCELLANEOUS...............................................   25

     18.1    STATUS OF PLAN..............................................   25
     18.2    UNSECURED GENERAL CREDITOR..................................   25
     18.3    COMPANY'S LIABILITY.........................................   25
     18.4    NONASSIGNABILITY............................................   25
     18.5    NOT A CONTRACT OF EMPLOYMENT................................   25
     18.6    FURNISHING INFORMATION......................................   26
     18.7    TERMS.......................................................   26
     18.8    CAPTIONS....................................................   26
     18.9    GOVERNING LAW...............................................   26
     18.10   NOTICE......................................................   27
     18.11   SUCCESSORS..................................................   27
     18.12   SPOUSE'S INTEREST...........................................   27
     18.13   VALIDITY....................................................   27
     18.14   INCOMPETENT.................................................   27
     18.15   COURT ORDER.................................................   27
     18.16   DISTRIBUTION IN THE EVENT OF TAXATION.......................   28
     18.17   INSURANCE...................................................   28
     18.18   LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL........   28
</TABLE>

                                     -iii-

<PAGE>

COUNTRYWIDE FINANCIAL CORPORATION
Selected Employee Deferred Compensation Plan
Master Plan Document

                        COUNTRYWIDE FINANCIAL CORPORATION
                  SELECTED EMPLOYEE DEFERRED COMPENSATION PLAN
                            Effective January 1, 2004

                                     PURPOSE

         The purpose of this Plan is to provide specified benefits to a select
group of management or highly compensated Employees who contribute materially to
the continued growth, development and future business success of Countrywide
Financial Corporation, a Delaware corporation, and its subsidiaries, if any,
that sponsor this Plan. This Plan shall be unfunded for tax purposes and for
purposes of Title I of ERISA.

                                    ARTICLE 1
                                   DEFINITIONS

         For the purposes of this Plan, unless otherwise clearly apparent from
the context, the following phrases or terms shall have the following indicated
meanings:

1.1      "Account Balance" shall mean, with respect to a Participant, a credit
         on the records of the Company equal to the sum of (i) the Deferral
         Account balance, (ii) the Company Contribution Account balance, and
         (iii) the Company Discretionary Match Account balance. The Account
         Balance, and each other specified account balance, shall be a
         bookkeeping entry only and shall be utilized solely as a device for the
         measurement and determination of the amounts to be paid to a
         Participant, or his or her designated Beneficiary, pursuant to this
         Plan.

1.2      "Annual Deferral Amount" shall mean that portion of a Participant's
         Base Salary and Compensation that a Participant defers in accordance
         with Article 3 for any one Plan Year. In the event of a Participant's
         Retirement, Covered Termination, Disability (if deferrals cease in
         accordance with Section 9.1), death or a Termination of Employment
         prior to the end of a Plan Year, such year's Annual Deferral Amount
         shall be the actual amount withheld prior to such event.

1.3      "Base Salary" shall mean the annual cash compensation relating to
         services performed during any calendar year, excluding distributions
         from nonqualified deferred compensation plans, bonuses, commissions,
         overtime, fringe benefits, stock options, relocation expenses,
         incentive payments, non-monetary awards, director fees and other fees,
         and automobile and other allowances paid to a Participant for
         employment services rendered (whether or not such allowances are
         included in the Employee's gross income). Base Salary shall be
         calculated before reduction for compensation voluntarily deferred or
         contributed by the Participant pursuant to all qualified or
         non-qualified plans of the Company and shall be calculated to include
         amounts not otherwise included in the Participant's gross income under
         Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans
         established by the Company; provided, however, that all such amounts
         will be included in compensation only to the extent that had there been
         no such plan, the amount would have been payable in cash to the
         Employee.

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COUNTRYWIDE FINANCIAL CORPORATION
Selected Employee Deferred Compensation Plan
Master Plan Document

1.4      "Beneficiary" shall mean one or more persons, trusts, estates or other
         entities, designated in accordance with Article 11, that are entitled
         to receive benefits under this Plan upon the death of a Participant.

1.5      "Beneficiary Designation Form" shall mean the form established from
         time to time by the Committee that a Participant completes, signs and
         returns to the Committee to designate one or more Beneficiaries.

1.6      "Board" shall mean the board of directors of the Company.

1.7      "Change in Control" shall mean the occurrence of any of the following
         events:

         (a)      An acquisition (other than directly from Company) of any
                  common stock or other "Voting Securities" (as hereinafter
                  defined) of Company by any "Person" (as the term person is
                  used for purposes of Section 13(d) or 14(d) of the Securities
                  Exchange Act of 1934, as amended (the "Exchange Act")),
                  immediately after which such Person has "Beneficial Ownership"
                  (within the meaning of Rule 13d-3 promulgated under the
                  Exchange Act) of twenty-five percent (25%) or more of the then
                  outstanding shares of Company's common stock or the combined
                  voting power of the Company's then outstanding Voting
                  Securities; provided, however, in determining whether a
                  "Change in Control" has occurred, Voting Securities which are
                  acquired in a "Non-Control Acquisition" (as hereinafter
                  defined) shall not constitute an acquisition which would cause
                  a Change in Control. For purposes of this Plan, (1) "Voting
                  Securities" shall mean Company's outstanding voting securities
                  entitled to vote generally in the election of directors and
                  (2) a "Non-Control Acquisition" shall mean an acquisition by
                  (i) an employee benefit plan (or a trust forming a part
                  thereof) maintained by (A) Company or (B) any corporation or
                  other person of which a majority of its voting power or its
                  voting equity securities or equity interests are owned
                  directly, or indirectly, by Company (for purposes of this
                  definition a "Subsidiary"), (ii) Company or any of its
                  Subsidiaries, or (iii) any Person in connection with a
                  "Non-Control Transaction" (as hereinafter defined);

         (b)      The individuals who, as of May 6, 1996, are members of the
                  Board (the "Incumbent Board"), cease for any reason to
                  constitute at least two-thirds of the members of the Board;
                  provided, however, that if the election, or nomination for
                  election by Company's common stockholders of any new director
                  was approved by a vote of at least two-thirds of the Incumbent
                  Board, such new director shall, for purposes of this Plan, be
                  considered as a member of the Incumbent Board; provided,
                  further, however, that no individual shall be considered a
                  member of the Incumbent Board if such individual initially
                  assumed office as a result of either an actual or threatened
                  "Election Contest" (as described in Rule 14a-11 promulgated
                  under the Exchange Act) or other actual or threatened
                  solicitation of proxies or consents by or on behalf of a
                  Person other than the Board (a "Proxy Contest") including by
                  reason of any agreement intended to avoid or settle any
                  Election Contest or Proxy Contest; or

                                      -2-

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COUNTRYWIDE FINANCIAL CORPORATION
Selected Employee Deferred Compensation Plan
Master Plan Document

         (c)      The consummation of:

                  (i)      A merger, consolidation or reorganization, involving
                           Company, unless such merger, consolidation or
                           reorganization is a "Non-Control Transaction." A
                           "Non-Control Transaction" shall mean a merger,
                           consolidation or reorganization of Company where:

                           (a)      the stockholders of Company, immediately
                                    before such merger, consolidation or
                                    reorganization, own directly or indirectly
                                    immediately following such merger,
                                    consolidation or reorganization, at least
                                    seventy percent (70%) of the combined voting
                                    power of the outstanding Voting Securities
                                    of the corporation resulting from such
                                    merger, consolidation or reorganization (the
                                    "Surviving Corporation") in substantially
                                    the same proportion as their ownership of
                                    the Voting Securities immediately before
                                    such merger, consolidation or
                                    reorganization;

                           (b)      the individuals who were members of the
                                    Incumbent Board immediately prior to the
                                    execution of the agreement providing for
                                    such merger, consolidation or reorganization
                                    constitute at least two-thirds of the
                                    members of the Board of Directors of the
                                    Surviving Corporation, in the event that,
                                    immediately following the consummation of
                                    such transaction, a corporation beneficially
                                    owns, directly or indirectly, a majority of
                                    the Voting Securities of the Surviving
                                    Corporation, the Board of Directors of such
                                    Corporation; and

                           (c)      no Person other than (i) Company, (ii) any
                                    Subsidiary, (iii) any employee benefit plan
                                    (or any trust forming a part thereof)
                                    maintained by Company, the Surviving
                                    Corporation, or any Subsidiary, or (iv) any
                                    Person who, immediately prior to such
                                    merger, consolidation or reorganization had
                                    Beneficial Ownership of twenty-five (25%) or
                                    more of the then outstanding Voting
                                    Securities or common stock of Company, has
                                    Beneficial Ownership of twenty-five (25%) or
                                    more of the combined voting power of the
                                    Surviving Corporation's then outstanding
                                    Voting Securities or its common stock;

                  (ii)     A complete liquidation or dissolution of Company; or

                  (iii)    The sale or other disposition of all or substantially
                           all of the assets of Company to any Person (other
                           than a transfer to a Subsidiary).

         Notwithstanding the foregoing, a Change in Control shall not be deemed
         to occur solely because any Person (the "Subject Person") acquired
         Beneficial Ownership of more than the permitted amount of the then
         outstanding common stock or Voting Securities as a result of the
         acquisition of common stock or Voting Securities by Company, which by
         reducing the number of shares of common stock or Voting Securities then
         outstanding, increases the proportional number of shares Beneficially
         Owned by the Subject Persons; provided, however, that if a Change in
         Control

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COUNTRYWIDE FINANCIAL CORPORATION
Selected Employee Deferred Compensation Plan
Master Plan Document

         would occur (but for the operation of this sentence) as a result of the
         acquisition of common stock or Voting Securities by Company, and after
         such share acquisition by Company, the Subject Person becomes the
         Beneficial Owner of any additional common stock or Voting Securities
         which increases the percentage of the then outstanding common stock or
         Voting Securities Beneficially Owned by the Subject Person, then a
         Change in Control shall occur.

         Notwithstanding anything to the contrary contained herein, if the
         employment of a Participant is terminated (i) at the request of a third
         party who has indicated an intention or taken steps reasonably
         calculated to effect a Change in Control and who effectuates a Change
         in Control, or (ii) otherwise in connection with, or in anticipation
         of, a Change in Control which actually occurs, then for purposes of
         this Plan the date of a Change in Control with respect to that
         Participant shall be deemed to be the date immediately prior to the
         date of the Participant's termination.

1.8      "Change in Control Benefit" shall have the meaning set forth in Article
         6.

1.9      "Claimant" shall have the meaning set forth in Section 16.1.

1.10     "Code" shall mean the Internal Revenue Code of 1986, as it may be
         amended from time to time.

1.11     "Committee" shall mean the committee described in Article 14.

1.12     "Company" shall mean Countrywide Financial Corporation, a Delaware
         corporation, and any successor to all or substantially all of the
         Company's assets or business.

1.13     "Company Contribution Account" shall mean (i) the sum of the
         Participant's Company Contribution Amounts, plus (ii) amounts credited
         or debited to the Participant's Company Contribution Account in
         accordance with this Plan, less (iii) all distributions made to the
         Participant or his or her Beneficiary pursuant to this Plan that relate
         to the Participant's Company Contribution Account.

1.14     "Company Contribution Amount" shall mean, for any one Plan Year, the
         amount determined in accordance with Section 3.4.

1.15     "Company Discretionary Match Account" shall mean (i) the sum of all of
         a Participant's Company Discretionary Match Amounts, plus (ii) amounts
         credited or debited to the Participant's Company Discretionary Match
         Account in accordance with this Plan, less (iii) all distributions made
         to the Participant or his or her Beneficiary pursuant to this Plan that
         relate to the Participant's Company Discretionary Match Account.

1.16     "Company Discretionary Match Amount" for any one Plan Year shall be the
         amount determined in accordance with Section 3.5.

1.17     "Compensation" shall mean the amount of "Bonus" and/or "Commissions"
         relating to a Plan Year. For purposes of this Plan, Bonus and
         Commissions shall be defined as follows:

         (a)      "Bonus" shall mean any earnings, in addition to Base Salary
                  and Commissions, attributable to a Plan Year as further
                  specified on an Election Form, approved by the Committee in
                  its sole discretion, under any annual bonus and cash incentive
                  plans, excluding stock options.

                                      -4-

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COUNTRYWIDE FINANCIAL CORPORATION
Selected Employee Deferred Compensation Plan
Master Plan Document

         (b)      "Commissions" shall mean the cash commissions attributable to
                  a Plan Year as further specified on an Election Form, approved
                  by the Committee in its sole discretion, excluding Bonus or
                  other additional incentives or awards payable to the
                  Participant.

1.18     "Covered Termination" shall mean the termination of a Participant's
         employment with the Company which causes such Participant to be
         eligible for a benefit under the Company's Change in Control Severance
         Plan.

1.19     "Deduction Limitation" shall mean the limitation on a benefit that may
         otherwise be distributable pursuant to the provisions of this Plan, as
         set forth in Article 4.

1.20     "Deferral Account" shall mean (i) the sum of all of a Participant's
         Annual Deferral Amounts, plus (ii) amounts credited or debited to the
         Participant's Deferral Account in accordance with this Plan, less (iii)
         all distributions made to the Participant or his or her Beneficiary
         pursuant to this Plan that relate to his or her Deferral Account.

1.21     "Disability" or "Disabled" shall mean a determination that a
         Participant is disabled made by either (i) the carrier of any
         individual or group disability insurance policy, sponsored by the
         Company, or (ii) the Social Security Administration. Upon request by
         the Company, the Participant must submit proof of the carrier's or
         Social Security Administration's determination.

1.22     "Disability Benefit" shall mean the benefit set forth in Article 9.

1.23     "Election Form" shall mean the form established from time to time by
         the Committee that a Participant completes, signs and returns to the
         Committee to make an election under the Plan.

1.24     "Employee" shall mean a person who is an employee of the Company, as
         determined by the Committee.

1.25     "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
         as it may be amended from time to time.

1.26     "In-Service Distribution" shall mean the distribution set forth in
         Section 5.1.

1.27     "Monthly Installment Method" shall be a monthly installment payment
         over the number of months selected by the Participant in accordance
         with this Plan, calculated as follows: (i) for the first monthly
         installment, the vested portion of the Account Balance of the
         Participant shall be calculated as of the close of business on or
         around the date on which the Participant Retires, is deemed to have
         Retired in accordance with Section 9.2(c) or experiences a Covered
         Termination, as determined by the Committee in its sole discretion, and
         (ii) for remaining monthly installments, the vested portion of the
         Account Balance of the Participant shall be calculated on or around the
         last business day of the preceding month. Each monthly installment
         shall be calculated by multiplying this balance by a fraction, the
         numerator of which is one and the denominator of which is the remaining
         number of monthly payments due the Participant. By way of example, if
         the Participant elects to receive his or her Account Balance pursuant
         to a Monthly Installment Method of 120 months, the first payment shall
         be 1/120 of the vested Account Balance, calculated as described in this
         definition. The following month, the payment shall be 1/119 of the
         vested Account Balance, calculated as described in this definition.

                                      -5-
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COUNTRYWIDE FINANCIAL CORPORATION
Selected Employee Deferred Compensation Plan
Master Plan Document

1.28     "Participant" shall mean any Employee (i) who is selected to
         participate in the Plan, (ii) who elects to participate in the Plan,
         (iii) who signs a Plan Agreement, an Election Form and a Beneficiary
         Designation Form, (iv) whose signed Plan Agreement, Election Form and
         Beneficiary Designation Form are accepted by the Committee, (v) who
         commences participation in the Plan, and (vi) whose Plan Agreement has
         not terminated. A spouse or former spouse of a Participant shall not be
         treated as a Participant in the Plan or have an account balance under
         the Plan, even if he or she has an interest in the Participant's
         benefits under the Plan as a result of applicable law or property
         settlements resulting from legal separation or divorce.

1.29     "Plan" shall mean the Countrywide Financial Corporation Selected
         Employee Deferred Compensation Plan, which shall be evidenced by this
         instrument and by each Plan Agreement, as they may be amended from time
         to time.

1.30     "Plan Agreement" shall mean a written agreement, as may be amended from
         time to time, which is entered into by and between the Company and a
         Participant. Each Plan Agreement executed by a Participant and the
         Company shall provide for the entire benefit to which such Participant
         is entitled under the Plan; should there be more than one Plan
         Agreement, the Plan Agreement bearing the latest date of acceptance by
         the Company shall supersede all previous Plan Agreements in their
         entirety and shall govern such entitlement. The terms of any Plan
         Agreement may be different for any Participant, and any Plan Agreement
         may provide additional benefits not set forth in the Plan or limit the
         benefits otherwise provided under the Plan; provided, however, that any
         such additional benefits or benefit limitations must be agreed to by
         both the Company and the Participant.

1.31     "Plan Year" shall mean a period beginning on January 1 of each calendar
         year and continuing through December 31 of such calendar year.

1.32     "Retirement", "Retire(s)" or "Retired" shall mean termination of
         employment from the Company for any reason other than a leave of
         absence, death or Disability on or after the earlier of the attainment
         of (a) age sixty-five (65) or (b) age fifty-five (55) with eleven (11)
         Years of Service.

1.33     "Retirement Benefit" shall mean the benefit set forth in Article 7.

1.34     "Survivor Benefit" shall mean the benefit set forth in Article 10.

1.35     "Termination Benefit" shall mean the benefit set forth in Article 8.

1.36     "Termination of Employment" shall mean the severing of employment with
         the Company, voluntarily or involuntarily, for any reason other than a
         Covered Termination, Retirement, Disability, death or an authorized
         leave of absence.

1.37     "Trust" shall mean one or more trusts established by the Company in
         accordance with Article 17.

1.38     "Unforeseeable Financial Emergency" shall mean an unanticipated
         emergency that is caused by an event beyond the control of the
         Participant that would result in severe financial hardship to the
         Participant resulting from (i) a sudden and unexpected illness or
         accident of the Participant or a dependent of the Participant, (ii) a
         loss of the Participant's property due to casualty, or (iii) such other
         extraordinary and unforeseeable circumstances arising as a result of
         events beyond the control of the Participant, all as determined in the
         sole discretion of the Committee.

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COUNTRYWIDE FINANCIAL CORPORATION
Selected Employee Deferred Compensation Plan
Master Plan Document

1.39     "Years of Service" shall mean the total number of full years in which a
         Participant has been employed by the Company. For purposes of this
         definition, a year of employment shall be a 365 day period (or 366 day
         period in the case of a leap year) that, for the first year of
         employment, commences on the Employee's date of hiring and that, for
         any subsequent year, commences on an anniversary of that hiring date.
         The Committee in its discretion may adjust the hire date of a
         Participant solely for purposes of this Plan to reflect prior Years of
         Service in the event a Participant is re-hired by the Company. The
         Committee shall make a determination as to whether any partial year of
         employment shall be counted as a Year of Service.

                                    ARTICLE 2
                       SELECTION, ENROLLMENT, ELIGIBILITY

2.1      SELECTION BY COMMITTEE. Participation in the Plan shall be limited to a
         select group of management and highly compensated Employees, as
         determined by the Committee in its sole discretion. From that group,
         the Committee shall select, in its sole discretion, Employees to
         participate in the Plan.

2.2      ENROLLMENT REQUIREMENTS. As a condition to participation, each selected
         Employee shall complete, execute and return to the Committee a Plan
         Agreement, an Election Form and a Beneficiary Designation Form, all
         within thirty (30) days after he or she is selected to participate in
         the Plan. In addition, the Committee shall establish from time to time
         such other enrollment requirements as it determines in its sole
         discretion are necessary.

2.3      ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Provided an Employee
         selected to participate in the Plan has met all enrollment requirements
         set forth in this Plan and required by the Committee, including
         returning all required documents to the Committee within the specified
         time period, that Employee shall commence participation in the Plan on
         the first day of the month following the month in which the Employee
         completes all enrollment requirements. If an Employee fails to meet all
         such requirements within the period required, in accordance with
         Section 2.2, that Employee shall not be eligible to participate in the
         Plan until the first day of the Plan Year following the delivery to and
         acceptance by the Committee of the required documents.

2.4      TERMINATION OF PARTICIPATION AND/OR DEFERRALS. If the Committee
         determines in good faith that a Participant no longer qualifies as a
         member of a select group of management or highly compensated employees,
         as membership in such group is determined in accordance with Sections
         201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the
         right, in its sole discretion, to (i) terminate any deferral election
         the Participant has made for the remainder of the Plan Year in which
         the Participant's membership status changes, (ii) prevent the
         Participant from making future deferral elections and/or (iii)
         immediately distribute the Participant's then vested Account Balance as
         a Termination Benefit and terminate the Participant's participation in
         the Plan.

2.5      RE-COMMENCEMENT OF PARTICIPATION. If a Participant leaves the
         employment of the Company and is subsequently re-hired as an Employee,
         the Committee shall have the right, in its sole discretion, to (i)
         cease benefit payments under the Plan, if any, and/or (ii) allow the
         Participant to

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Master Plan Document

         re-commence participation in the Plan as soon as administratively
         practicable following the date on which the Participant completes all
         enrollment requirements.

                                    ARTICLE 3
 DEFERRAL COMMITMENTS/COMPANY CONTRIBUTION AMOUNTS/COMPANY DISCRETIONARY MATCH/
                             VESTING/CREDITING/TAXES

3.1      MAXIMUM DEFERRAL.

         (a)      ANNUAL DEFERRAL AMOUNT. For each Plan Year, a Participant may
                  elect to defer, as his or her Annual Deferral Amount, Base
                  Salary and Compensation up to the following maximum
                  percentages for each deferral elected:

<TABLE>
<CAPTION>
   DEFERRAL       MAXIMUM AMOUNT
--------------------------------
<S>               <C>
Base Salary            75%
Compensation:
    Commissions        75%
    Bonus              75%
</TABLE>

         (b)      SHORT PLAN YEAR. Notwithstanding the foregoing, if a
                  Participant first becomes a Participant after the first day of
                  a Plan Year, the maximum Annual Deferral Amount (i) with
                  respect to Base Salary shall be limited to the amount of
                  compensation not yet earned by the Participant as of the date
                  the Participant submits a Plan Agreement and Election Form to
                  the Committee for acceptance, and (ii) with respect to
                  Compensation shall be limited to those amounts deemed eligible
                  for deferral, in the sole discretion of the Committee.

3.2      ELECTION TO DEFER; EFFECT OF ELECTION FORM.

         (a)      FIRST PLAN YEAR. In connection with a Participant's
                  commencement of participation in the Plan, the Participant
                  shall make an irrevocable deferral election for the Plan Year
                  in which the Participant commences participation in the Plan,
                  along with such other elections as the Committee deems
                  necessary or desirable under the Plan. For these elections to
                  be valid, the Election Form must be completed and signed by
                  the Participant, timely delivered to the Committee (in
                  accordance with Section 2.2 above) and accepted by the
                  Committee.

         (b)      SUBSEQUENT PLAN YEARS. For each succeeding Plan Year, an
                  irrevocable deferral election for that Plan Year, and such
                  other elections as the Committee deems necessary or desirable
                  under the Plan, shall be made by timely delivering a new
                  Election Form to the Committee, in accordance with its rules
                  and procedures, before the end of the Plan Year preceding the
                  Plan Year for which the election is made. If no such Election
                  Form is timely delivered for a Plan Year, the Annual Deferral
                  Amount shall be zero for that Plan Year.

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Master Plan Document

3.3      WITHHOLDING AND CREDITING OF ANNUAL DEFERRAL AMOUNTS. For each Plan
         Year, the Base Salary portion of the Annual Deferral Amount shall be
         withheld from each regularly scheduled Base Salary payroll in equal
         amounts, as adjusted from time to time for increases and decreases in
         Base Salary. The Compensation portion of the Annual Deferral Amount
         shall be withheld at the time the Compensation is paid to the
         Participant, whether or not this occurs during the Plan Year itself.
         Annual Deferral Amounts shall be credited to a Participant's Deferral
         Account at the time such amounts would otherwise have been paid to the
         Participant.

3.4      COMPANY CONTRIBUTION AMOUNT. For each Plan Year, the Company, in its
         sole discretion, may, but is not required to, credit any amount it
         desires to any Participant's Company Contribution Account under this
         Plan, which amount shall be for that Participant the Company
         Contribution Amount for that Plan Year. The amount so credited to a
         Participant may be smaller or larger than the amount credited to any
         other Participant, and the amount credited to any Participant for a
         Plan Year may be zero, even though one or more other Participants
         receive a Company Contribution Amount for that Plan Year. The Company
         Contribution Amount described in this Section, if any, shall be
         credited on a date or dates to be determined by the Committee, in its
         sole discretion.

3.5      COMPANY DISCRETIONARY MATCH. A Participant's Company Discretionary
         Match for any Plan Year shall be equal to a percentage of his or her
         Annual Deferral Amount for such Plan Year, up to an amount that does
         not exceed 10% of such Participant's Annual Deferral Amount, which
         percentage shall be calculated by multiplying (i) one-percent (1%), by
         (ii) the Participant's Years of Service, as determined by the Committee
         in its sole discretion. The Committee may adjust this formula at any
         time. The amount so credited to a Participant under this Plan shall be
         for that Participant the Company Discretionary Match Amount for that
         Plan Year and shall be credited to the Participant's Company
         Discretionary Match Account on a date or dates to be determined by the
         Committee, in its sole discretion.

3.6      VESTING.

         (a)      A Participant shall at all times be 100% vested in his or her
                  Deferral Account.

         (b)      A Participant shall vest in the Company Contribution Amount
                  described in Section 3.4 plus amounts credited or debited on
                  such amounts (pursuant to Section 3.7), in accordance with the
                  vesting schedule(s) set forth in his or her Plan Agreement,
                  employment agreement or any other agreement entered into
                  between the Participant and the Company. If not addressed in
                  such agreements, a Participant shall vest in each Company
                  Contribution Amount described in Section 3.4, plus amounts
                  credited or debited on such amounts (pursuant to Section 3.7),
                  based on the number of years that have elapsed after the date
                  on which the Company Contribution Amount is contributed to the
                  Participant's Company Contribution Account, in accordance with
                  the schedule set forth below; provided, however, the
                  Participant must remain in the continuous service as an
                  Employee through each applicable anniversary in order to
                  receive vesting credit for such Plan Year. A new vesting
                  schedule shall apply to each Company Contribution Amount that
                  is credited to the Participant's Company Contribution Account.

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Master Plan Document

<TABLE>
<CAPTION>
TIME ELAPSED AFTER THE DATE ON WHICH THE COMPANY
   CONTRIBUTION AMOUNT IS CONTRIBUTED TO THE
   PARTICIPANT'S COMPANY CONTRIBUTION ACCOUNT                     VESTED PERCENTAGE
------------------------------------------------                  -----------------
<S>                                                               <C>
               Less than 2 years                                           0%

        2 years or more, but less than 3                                  34%

        3 years or more, but less than 4                                  67%

                4 years or more                                          100%
</TABLE>

         (c)      A Participant shall vest in each Company Discretionary Match
                  Amount described in Section 3.5 credited to his or her Company
                  Discretionary Match Account, plus amounts credited or debited
                  on such amounts (pursuant to Section 3.7), based on the number
                  of years that have elapsed after the date on which the Company
                  Discretionary Match Amount is contributed to the Participant's
                  Company Discretionary Match Account, in accordance with the
                  schedule set forth below; provided, however, the Participant
                  must remain in the continuous service as an Employee through
                  each applicable anniversary in order to receive vesting credit
                  for such Plan Year. A new vesting schedule shall apply to each
                  Company Discretionary Match Amount credited to his or her
                  Company Discretionary Match Account.

<TABLE>
<CAPTION>
 TIME ELAPSED AFTER THE DATE ON WHICH THE COMPANY
 DISCRETIONARY MATCH AMOUNT IS CONTRIBUTED TO THE
PARTICIPANT'S COMPANY DISCRETIONARY MATCH ACCOUNT                 VESTED PERCENTAGE
------------------------------------------------                  -----------------
<S>                                                               <C>
                Less than 2 years                                          0%

         2 years or more, but less than 3                                 34%

         3 years or more, but less than 4                                 67%

                 4 years or more,                                        100%
</TABLE>

         (d)      Notwithstanding anything to the contrary contained in this
                  Section 3.6, in the event of a Participant's Covered
                  Termination, or upon a Participant's Retirement, death while
                  employed by the Company, or Disability, a Participant's
                  Company Contribution Account and Company Discretionary Match
                  Account shall immediately become 100% vested (if it is not
                  already vested in accordance with the above vesting
                  schedules).

         (e)      Notwithstanding subsection 3.6(d) above, the vesting schedule
                  for a Participant's Company Contribution Account and Company
                  Discretionary Match Account shall not be accelerated upon a
                  Covered Termination to the extent that the Committee
                  determines that

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Master Plan Document

                  such acceleration would cause the deduction limitations of
                  section 280G of the Code to become effective. In the event
                  that all of a Participant's Company Contribution Account
                  and/or Company Discretionary Match Account is not vested
                  pursuant to such a determination, the Participant may request
                  independent verification of the Committee's calculations with
                  respect to the application of section 280G. In such case, the
                  Committee must provide to the Participant within ninety (90)
                  days of such a request an opinion from a nationally recognized
                  accounting firm selected by the Participant (the "Accounting
                  Firm"). The opinion shall state the Accounting Firm's opinion
                  that any limitation in the vested percentage hereunder is
                  necessary to avoid the limits of section 280G and contain
                  supporting calculations. The cost of such opinion shall be
                  paid for by the Company.

         (f)      Section 3.6(e) shall not prevent the acceleration of the
                  vesting schedule applicable to a Participant's Company
                  Contribution Account and/or Company Discretionary Match
                  Account if such Participant is entitled to a "gross-up"
                  payment, to eliminate the effect of the Code section 4999
                  excise tax, pursuant to his or her employment agreement or
                  other agreement entered into between such Participant and the
                  Company.

3.7      CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with, and subject
         to, the rules and procedures that are established from time to time by
         the Committee, in its sole discretion, amounts shall be credited or
         debited to a Participant's Account Balance in accordance with the
         following rules:

         (a)      MEASUREMENT FUNDS. Subject to the restrictions found in
                  Section 3.7(c) below, the Participant may elect one or more of
                  the measurement funds selected by the Countrywide Financial
                  Corporation Investment Committee of Employee Benefit Plans, in
                  its sole discretion, which are based on certain mutual funds
                  (the "Measurement Funds"), for the purpose of crediting or
                  debiting additional amounts to his or her Account Balance. As
                  necessary, the Countrywide Financial Corporation Investment
                  Committee of Employee Benefit Plans may, in its sole
                  discretion, discontinue, substitute or add a Measurement Fund.
                  Each such action will take effect as of the first day of the
                  first calendar quarter that begins at least thirty (30) days
                  after the day on which the Countrywide Financial Corporation
                  Investment Committee of Employee Benefit Plans gives
                  Participants advance written notice of such change.

         (b)      ELECTION OF MEASUREMENT FUNDS. Subject to the restrictions
                  found in Section 3.7(c) below, a Participant, in connection
                  with his or her initial deferral election in accordance with
                  Section 3.2(a) above, shall elect, on the Election Form, one
                  or more Measurement Fund(s) (as described in Section 3.7(a)
                  above) to be used to determine the amounts to be credited or
                  debited to his or her Account Balance. If a Participant does
                  not elect any of the Measurement Funds as described in the
                  previous sentence, the Participant's Account Balance shall
                  automatically be allocated into the lowest-risk Measurement
                  Fund, as determined by the Committee, in its sole discretion.
                  Subject to the restrictions found in Section 3.7(c) below, the
                  Participant may (but is not required to) elect, by submitting
                  an Election Form to the Committee that is accepted by the
                  Committee, to add or delete one or more Measurement Fund(s) to
                  be used to determine the amounts to be credited or debited to
                  his or her Account Balance, or to change the portion of his or
                  her Account

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Master Plan Document

                  Balance allocated to each previously or newly elected
                  Measurement Fund. If an election is made in accordance with
                  the previous sentence, it shall apply as of the first business
                  day deemed reasonably practicable by the Committee, in its
                  sole discretion, and shall continue thereafter for each
                  subsequent day in which the Participant participates in the
                  Plan, unless changed in accordance with the previous sentence.

         (c)      FIXED RATE FUND OR OTHER SPECIAL MEASUREMENT FUND. If the
                  Countrywide Financial Corporation Investment Committee of
                  Employee Benefit Plans, in its sole discretion, adds a Fixed
                  Rate Fund Measurement Fund or other special Measurement Fund
                  to this Plan, the provisions this Section 3.7(c) shall apply.
                  Prior to each Plan Year, the Committee shall, in its sole
                  discretion, determine whether it (i) will allow allocations to
                  and/or from the Fixed Rate Fund Measurement Fund or other
                  special Measurement Fund, (ii) will require allocations to
                  and/or from the Fixed Rate Fund Measurement Fund or other
                  special Measurement Fund only upon advance written
                  notification of a Participant's intended allocation, and (iii)
                  will impose limits on the portion of a Participant's Account
                  Balance that may be invested in the Fixed Rate Fund
                  Measurement Fund or other special Measurement Fund, at any
                  given time. In the event that the Committee imposes a limit on
                  the portion of a Participant's Account Balance that may be
                  invested in the Fixed Rate Fund Measurement Fund or other
                  special Measurement Fund, the Committee may request that a
                  Participant re-allocate his or her Account Balance among the
                  other Measurement Funds; provided, however, if a Participant
                  fails or refuses to re-allocate his or her Account Balance in
                  accordance with the Committee's request, the Committee may
                  re-allocate that portion of the Participant's Account Balance
                  which is in excess of the limits imposed on the Fixed Rate
                  Fund Measurement Fund or other special Measurement Fund, on a
                  pro-rata basis, among the Measurement Funds to which the
                  Participant's Account Balance is allocated.

         (d)      PROPORTIONATE ALLOCATION. In making any election described in
                  Section 3.7(b) above, the Participant shall specify on the
                  Election Form, in increments of one percent (1%), the
                  percentage of his or her Account Balance to be allocated to a
                  Measurement Fund (as if the Participant was making an
                  investment in that Measurement Fund with that portion of his
                  or her Account Balance).

         (e)      CREDITING OR DEBITING METHOD. The performance of each
                  Measurement Fund (either positive or negative) will be
                  determined by the Committee, in its sole discretion on a daily
                  basis based on the manner in which such Participant's Account
                  Balance has been hypothetically allocated among the
                  Measurement Funds by the Participant.

         (f)      NO ACTUAL INVESTMENT. Notwithstanding any other provision of
                  this Plan that may be interpreted to the contrary, the
                  Measurement Funds are to be used for measurement purposes
                  only, and a Participant's election of any such Measurement
                  Fund, the allocation of his or her Account Balance thereto,
                  the calculation of additional amounts and the crediting or
                  debiting of such amounts to a Participant's Account Balance
                  shall not be considered or construed in any manner ----- ---
                  as an actual investment of his or her Account Balance in any
                  such Measurement Fund. In the event that the Company or the
                  Trustee (as that term is defined in the Trust), in its own
                  discretion, decides to invest funds in any or

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Master Plan Document

                  all of the investments on which the Measurement Funds are
                  based, no Participant shall have any rights in or to such
                  investments themselves. Without limiting the foregoing, a
                  Participant's Account Balance shall at all times be a
                  bookkeeping entry only and shall not represent any investment
                  made on his or her behalf by the Company or the Trust; the
                  Participant shall at all times remain an unsecured creditor of
                  the Company.

3.8      FICA AND OTHER TAXES.

         (a)      ANNUAL DEFERRAL AMOUNTS. For each Plan Year in which an Annual
                  Deferral Amount is being withheld from a Participant, the
                  Company shall withhold from that portion of the Participant's
                  Base Salary and Compensation that is not being deferred, in a
                  manner determined by the Company, the Participant's share of
                  FICA and other employment taxes on such Annual Deferral
                  Amount. If necessary, the Committee may reduce the Annual
                  Deferral Amount in order to comply with this Section 3.8.

         (b)      COMPANY DISCRETIONARY MATCH ACCOUNT AND COMPANY CONTRIBUTION
                  ACCOUNT. When a Participant becomes vested in a portion of his
                  or her Company Discretionary Match Account or Company
                  Contribution Account, the Company shall withhold from the
                  Participant's Base Salary and Compensation that is not
                  deferred, in a manner determined by the Company, the
                  Participant's share of FICA and other employment taxes. If
                  necessary, the Committee may reduce the vested portion of the
                  Participant's Company Discretionary Match Account or Company
                  Contribution Account, as applicable, in order to comply with
                  this Section 3.8.

         (c)      DISTRIBUTIONS. The Company, or the trustee of the Trust, shall
                  withhold from any payments made to a Participant under this
                  Plan all federal, state and local income, employment and other
                  taxes required to be withheld by the Company, or the trustee
                  of the Trust, in connection with such payments, in amounts and
                  in a manner to be determined in the sole discretion of the
                  Company and the trustee of the Trust.

                                    ARTICLE 4
                              DEDUCTION LIMITATION

4.1      DEDUCTION LIMITATION ON BENEFIT PAYMENTS. If the Company determines in
         good faith prior to a Change in Control that there is a reasonable
         likelihood that any compensation paid to a Participant for a taxable
         year of the Company would not be deductible by the Company solely by
         reason of the limitation under Code Section 162(m), then to the extent
         deemed necessary by the Company to ensure that the entire amount of any
         distribution to the Participant pursuant to this Plan prior to the
         Change in Control is deductible, the Company may defer all or any
         portion of a distribution under this Plan. Any amounts deferred
         pursuant to this limitation shall continue to be credited/debited with
         additional amounts in accordance with Section 3.7 above, even if such
         amount is being paid out in installments. The amounts so deferred and
         amounts credited thereon shall be distributed to the Participant or his
         or her Beneficiary (in the event of the Participant's death) at the
         earliest possible date, as determined by the Company in good faith, on
         which the deductibility of compensation paid or payable to the
         Participant for the taxable year of the Company during which the
         distribution is made will not be limited by Section 162(m), or if


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Master Plan Document

         earlier, the effective date of a Change in Control. Notwithstanding
         anything to the contrary in this Plan, the Deduction Limitation shall
         not apply to any distributions made after a Change in Control.

                                    ARTICLE 5
          IN-SERVICE DISTRIBUTION; UNFORESEEABLE FINANCIAL EMERGENCIES;
                               WITHDRAWAL ELECTION

5.1      IN-SERVICE DISTRIBUTION. In connection with each election to defer an
         Annual Deferral Amount, a Participant may irrevocably elect to receive
         an In-Service Distribution from the Plan with respect to all or a
         portion of the Annual Deferral Amount. The In-Service Distribution
         shall be a lump sum payment in an amount that is equal to the portion
         of the Annual Deferral Amount that the Participant elected to have
         distributed as an In-Service Distribution, plus amounts credited or
         debited in the manner provided in Section 3.7 above on that amount,
         calculated as of the close of business on or around the date on which
         the In-Service Distribution becomes payable, as determined by the
         Committee in its sole discretion. Subject to the other terms and
         conditions of this Plan, each In-Service Distribution elected shall be
         paid out during a sixty (60) day period commencing immediately after
         the first day of any Plan Year designated by the Participant. The Plan
         Year designated by the Participant must be at least three Plan Years
         after the end of the Plan Year in which the Annual Deferral Amount is
         actually deferred. By way of example, if an In-Service Distribution is
         elected for Annual Deferral Amounts that are deferred in the Plan Year
         commencing January 1, 2004, the In-Service Distribution would become
         payable during a sixty (60) day period commencing January 1, 2008.

5.2      OTHER BENEFITS TAKE PRECEDENCE OVER IN-SERVICE DISTRIBUTIONS. Should an
         event occur that triggers a benefit under Article 6, 7, 8, 9 or 10, any
         Annual Deferral Amount, plus amounts credited or debited thereon, that
         is subject to an In-Service Distribution election under Section 5.1
         shall not be paid in accordance with Section 5.1 but shall be paid in
         accordance with the other applicable Article.

5.3      WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES.

         (a)      If the Participant experiences an Unforeseeable Financial
                  Emergency, the Participant may petition the Committee to
                  suspend deferrals of Base Salary and Compensation required to
                  be made by such Participant, to the extent deemed necessary by
                  the Committee to satisfy the Unforeseeable Financial
                  Emergency. If suspension of deferrals is not sufficient to
                  satisfy the Participant's Unforeseeable Financial Emergency,
                  the Participant may further petition the Committee to receive
                  a partial or full payout from the Plan. The Participant shall
                  only receive a payout from the Plan to the extent such payout
                  is deemed necessary by the Committee to satisfy the
                  Participant's Unforeseeable Financial Emergency.

         (b)      The payout shall not exceed the lesser of (i) the portion of
                  the Participant's vested Account Balance which is attributable
                  to his or her Deferral Account, calculated as of the close of
                  business on or around the date on which the amount becomes
                  payable, as determined by the Committee in its sole
                  discretion, or (ii) the amount reasonably needed to satisfy
                  the Unforeseeable Financial Emergency. Notwithstanding the
                  foregoing, a

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Master Plan Document

                  Participant may not receive a payout from the Plan to the
                  extent that the Unforeseeable Financial Emergency is or may be
                  relieved (A) through reimbursement or compensation by
                  insurance or otherwise, (B) by liquidation of the
                  Participant's assets, to the extent the liquidation of such
                  assets would not itself cause severe financial hardship or (C)
                  by suspension of deferrals under this Plan.

         (c)      If the Committee, in its sole discretion, approves a
                  Participant's petition for suspension, the Participant's
                  deferrals under this Plan shall be suspended as of the date of
                  such approval. If the Committee, in its sole discretion,
                  approves a Participant's petition for suspension and payout,
                  the Participant's deferrals under this Plan shall be suspended
                  as of the date of such approval and the Participant shall
                  receive a payout from the Plan within sixty (60) days of the
                  date of such approval.

5.4      WITHDRAWAL ELECTION.

         (a)      At any time prior to Retirement, death, Disability, Covered
                  Termination, or Termination of Employment, a Participant may
                  elect to withdraw all or a portion of his or her Deferral
                  Account. For purposes of this Section 5.4(a), the value of a
                  Participant's Deferral Account shall be calculated as of the
                  close of business on the date on which receipt of the
                  Participant's election is acknowledged by the Committee, as
                  determined by the Committee in its sole discretion, less a
                  withdrawal penalty equal to ten percent (10%) of the amount
                  withdrawn (the net amount shall be referred to as the
                  "Withdrawal Amount").

         (b)      At any time after Retirement, Disability or a Covered
                  Termination, a Participant may elect, at any time, to withdraw
                  all or a portion of his or her entire vested Account Balance.
                  For purposes of this Section 5.4(b), the value of a
                  Participant's vested Account Balance shall be calculated as of
                  the close of business on the date on which receipt of the
                  Participant's election is acknowledged by the Committee, as
                  determined by the Committee in its sole discretion, less a
                  withdrawal penalty equal to ten percent (10%) of the amount
                  withdrawn (the net amount shall be referred to as the
                  "Withdrawal Amount").

         The Participant shall make this election by giving the Committee
         advance written notice of the election in a form determined from time
         to time by the Committee. The Participant shall be paid the Withdrawal
         Amount in a lump sum within sixty (60) days of his or her election.
         Once the Withdrawal Amount is paid, the Participant's participation in
         the Plan shall be suspended for the remainder of the Plan Year in which
         the withdrawal is elected and for one (1) full Plan Year thereafter
         (the "Suspension Period"). During the Suspension Period, the
         Participant will continue to be eligible for the benefits provided in
         Articles 5, 6, 7, 8, 9 or 10 in accordance with the provisions of those
         Articles. However, the Participant's Annual Deferral Amount shall not
         be withheld during the Suspension Period, and the Participant shall not
         be allowed to make any deferral elections during the Suspension Period.

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                                    ARTICLE 6
                            CHANGE IN CONTROL BENEFIT

6.1      CHANGE IN CONTROL BENEFIT. A Participant will receive a Change in
         Control Benefit if he or she experiences a Covered Termination prior to
         becoming eligible for the benefits provided in Articles 5, 6, 7, 8, 9
         or 10 in accordance with the provisions of those Articles. The Change
         in Control Benefit shall be equal to the Participant's vested Account
         Balance, calculated as of the close of business on or around the date
         on which the Participant experiences the Covered Termination, as
         determined by the Committee in its sole discretion.

6.2      PAYMENT OF CHANGE IN CONTROL BENEFIT. A Participant, in connection with
         his or her commencement of participation in the Plan, shall irrevocably
         elect on an Election Form to receive the Change in Control Benefit in a
         lump sum or pursuant to a Monthly Installment Method over thirty-six
         (36) months. If a Participant does not make any election with respect
         to the payment of the Change in Control Benefit, then such benefit
         shall be payable in a lump sum. The lump sum payment shall be made, or
         installment payments shall commence, no later than sixty (60) days
         after the date on which the Participant experiences a Covered
         Termination, as determined by the Committee in its sole discretion.
         Remaining installments, if any, shall be paid no later than fifteen
         (15) days after the last business day of the preceding month.

                                    ARTICLE 7
                               RETIREMENT BENEFIT

7.1      RETIREMENT BENEFIT. A Participant who Retires shall receive, as a
         Retirement Benefit, his or her vested Account Balance, calculated as of
         the close of business on or around the date on which the Participant
         Retires, as determined by the Committee in its sole discretion.

7.2      PAYMENT OF RETIREMENT BENEFIT. A Participant, in connection with his or
         her commencement of participation in the Plan, shall elect on an
         Election Form to receive the Retirement Benefit in a lump sum or
         pursuant to a Monthly Installment Method of 60, 120 or 180 months. The
         Participant may change his or her election to an allowable alternative
         payout period by submitting a new Election Form to the Committee or its
         designee, provided that any such Election Form is submitted to and
         accepted by the Committee or its designee in its sole discretion at
         least thirteen (13) months prior to the Participant's Retirement. The
         Election Form most recently accepted by the Committee shall govern the
         payout of the Retirement Benefit. If a Participant does not make any
         election with respect to the payment of the Retirement Benefit, then
         such benefit shall be payable in a lump sum. The lump sum payment shall
         be made, or installment payments shall commence, no later than sixty
         (60) days after the date on which the Participant Retires. Remaining
         installments, if any, shall be paid no later than fifteen (15) days
         after the last business day of the preceding month.

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                                    ARTICLE 8
                               TERMINATION BENEFIT

8.1      TERMINATION BENEFIT. A Participant who experiences a Termination of
         Employment shall receive a Termination Benefit, which shall be equal to
         the Participant's vested Account Balance, calculated as of the close of
         business on or around the date on which the Participant experiences a
         Termination of Employment, as determined by the Committee in its sole
         discretion.

8.2      PAYMENT OF TERMINATION BENEFIT. The Termination Benefit shall be paid
         to the Participant in a lump sum payment no later than sixty (60) days
         after the date on which the Participant experiences the Termination of
         Employment.

                                    ARTICLE 9
                          DISABILITY WAIVER AND BENEFIT

9.1      DISABILITY WAIVER.

         (a)      WAIVER OF DEFERRAL. A Participant who is determined to be
                  Disabled shall continue to be eligible for the benefits
                  provided in Articles 5, 6, 7, 8, 9 or 10 in accordance with
                  the provisions of those Articles. However, such Disabled
                  Participant shall be excused from fulfilling his or her Annual
                  Deferral Amount commitment that would otherwise have been
                  withheld during the remainder of the Plan Year in which the
                  Participant first suffers the Disability. During the period of
                  Disability, the Participant shall not be allowed to make any
                  additional deferral elections.

         (b)      DEFERRAL FOLLOWING DISABILITY. If a Participant returns to
                  employment with the Company after a Disability ceases, the
                  Participant may elect to defer an Annual Deferral Amount for
                  the Plan Year following his or her return to employment or
                  service and for every Plan Year thereafter while a Participant
                  in the Plan; provided such deferral elections are otherwise
                  allowed and an Election Form is delivered to and accepted by
                  the Committee for each such election in accordance with
                  Section 3.2 above.

9.2      CONTINUED ELIGIBILITY; DISABILITY BENEFIT.

         (a)      CONTINUED ELIGIBILITY. A Participant who is Disabled shall,
                  for benefit purposes under this Plan, continue to be
                  considered to be employed and shall be eligible for the
                  benefits provided for in Articles 5, 6, 7, 8 or 10 in
                  accordance with the provisions of those Articles.
                  Notwithstanding the above, the Committee shall have the right
                  to, in its sole and absolute discretion and for purposes of
                  this Plan only, deem the Participant's employment to have
                  terminated at any time after such Participant is determined to
                  be Disabled.

         (b)      DEEMED TERMINATION OF EMPLOYMENT. If, in the Committee's
                  discretion, the Disabled Participant's employment has
                  terminated, and such Participant is not otherwise eligible to
                  Retire, the Participant shall be deemed to have experienced a
                  Termination of Employment for purposes of this Plan and will
                  receive a Disability Benefit. The Disability Benefit shall be
                  equal to his or her vested Account Balance, calculated as of
                  the close of business

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                  on or around the date on which the Disabled Participant is
                  deemed to have experienced a Termination of Employment, as
                  determined by the Committee in its sole discretion. The
                  Participant shall receive his or her Disability Benefit in a
                  lump sum payment no later than sixty (60) days after the date
                  on which the Committee deems the Disabled Participant to have
                  experienced a Termination of Employment.

         (c)      DEEMED RETIREMENT. If, in the Committee's discretion, the
                  Disabled Participant's employment has terminated, and such
                  Participant is otherwise eligible to Retire, the Participant
                  shall be deemed to have Retired for purposes of this Plan and
                  will receive a Disability Benefit. The Disability Benefit
                  shall be equal to his or her vested Account Balance,
                  calculated as of the close of business on or around the date
                  on which the Participant is deemed to have Retired, as
                  determined by the Committee in its sole discretion. The
                  Participant shall receive his or her Disability Benefit in the
                  same form in which such Participant elected to receive his or
                  her Retirement Benefit. The lump sum payment shall be made, or
                  installment payments shall commence, no later than sixty (60)
                  days after the date on which the Disabled Participant is
                  deemed to have Retired. Remaining installments, if any, shall
                  be paid no later than fifteen (15) days after the last
                  business day of the preceding month.

                                   ARTICLE 10
                                SURVIVOR BENEFIT

10.1     SURVIVOR BENEFIT. If a Participant dies prior to the complete
         distribution of his or her vested Account Balance, the Participant's
         Beneficiary(ies) shall receive a Survivor Benefit which will be equal
         to the Participant's vested Account Balance, calculated as of the close
         of business on the first business day following the date of the
         Participant's death, as selected by the Committee in its sole
         discretion.

10.2     PAYMENT OF SURVIVOR BENEFIT. The Survivor Benefit shall be paid to the
         Participant's Beneficiary(ies) in a lump sum payment no later than
         sixty (60) days after the date on which the Committee is provided a
         death certificate.

                                   ARTICLE 11
                             BENEFICIARY DESIGNATION

11.1     BENEFICIARY. Each Participant shall have the right, at any time, to
         designate his or her Beneficiary(ies) (both primary as well as
         contingent) to receive any benefits payable under the Plan to a
         beneficiary upon the death of a Participant. The Beneficiary designated
         under this Plan may be the same as or different from the Beneficiary
         designation under any other plan of the Company in which the
         Participant participates.

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11.2     BENEFICIARY DESIGNATION; CHANGE OF BENEFICIARY DESIGNATION. A
         Participant shall designate his or her Beneficiary by completing and
         signing the Beneficiary Designation Form, and returning it to the
         Committee or its designated agent. A Participant shall have the right
         to change a Beneficiary by completing, signing and otherwise complying
         with the terms of the Beneficiary Designation Form and the Committee's
         rules and procedures, as in effect from time to time. The Committee
         shall be entitled to rely on the last Beneficiary Designation Form
         filed by the Participant and accepted by the Committee prior to his or
         her death.

11.3     ACKNOWLEDGMENT. No designation or change in designation of a
         Beneficiary shall be effective until received and acknowledged in
         writing by the Committee or its designated agent.

11.4     NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
         Beneficiary as provided in Sections 11.1, 11.2 and 11.3 above or, if
         all designated Beneficiaries predecease the Participant or die prior to
         complete distribution of the Participant's benefits, then the
         Participant's designated Beneficiary shall be deemed to be his or her
         surviving spouse. If the Participant has no surviving spouse, the
         benefits remaining under the Plan to be paid to a Beneficiary shall be
         payable to the executor or personal representative of the Participant's
         estate.

11.5     DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the
         proper Beneficiary to receive payments pursuant to this Plan, the
         Committee shall have the right, exercisable in its discretion, to cause
         the Company to withhold such payments until this matter is resolved to
         the Committee's satisfaction.

11.6     DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a
         Beneficiary shall fully and completely discharge the Company and the
         Committee from all further obligations under this Plan with respect to
         the Participant, and that Participant's Plan Agreement shall terminate
         upon such full payment of benefits.

                                   ARTICLE 12
                                LEAVE OF ABSENCE

12.1     PAID LEAVE OF ABSENCE. If a Participant is authorized by the Company to
         take a paid leave of absence from the employment of the Company, (i)
         the Participant shall continue to be considered eligible for the
         benefits provided in Articles 5, 6, 7, 8, 9 or 10 in accordance with
         the provisions of those Articles, and (ii) the Annual Deferral Amount
         shall continue to be withheld during such paid leave of absence in
         accordance with Section 3.2.

12.2     UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the Company
         to take an unpaid leave of absence from the employment of the Company
         for any reason, such Participant shall continue to be eligible for the
         benefits provided in Articles 5, 6, 7, 8, 9 or 10 in accordance with
         the provisions of those Articles. However, the Participant shall be
         excused from fulfilling his or her Annual Deferral Amount commitment
         that would otherwise have been withheld during the remainder of the
         Plan Year in which the unpaid leave of absence is taken. During the
         unpaid leave of absence, the Participant shall not be allowed to make
         any additional deferral elections. However, if the Participant returns
         to employment, the Participant may elect to defer an Annual Deferral
         Amount for the Plan Year following his or her return to employment and
         for every Plan Year thereafter while a Participant in the Plan;
         provided such deferral elections are otherwise

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         allowed and an Election Form is delivered to and accepted by the
         Committee or its designee for each such election in accordance with
         Section 3.2 above.

                                   ARTICLE 13
                     TERMINATION, AMENDMENT OR MODIFICATION

13.1     TERMINATION. Although the Company anticipates that it will continue the
         Plan for an indefinite period of time, there is no guarantee that the
         Company will continue the Plan or will not terminate the Plan at any
         time in the future. Accordingly, the Company reserves the right to
         discontinue its sponsorship of the Plan and/or to terminate the Plan at
         any time with respect to any or all of its participating Employees, by
         action of its board of directors. Upon the termination of the Plan with
         respect to the Company, the Plan Agreements of the affected
         Participants who are employed by the Company, shall terminate and their
         vested Account Balances shall be determined (i) as if they had
         experienced a Termination of Employment on the date of Plan
         termination; or (ii) if Plan termination occurs after the date upon
         which a Participant was eligible to Retire, then with respect to that
         Participant as if he or she had Retired on the date of Plan
         termination. Such benefits shall be paid to the Participants as
         follows: (i) prior to a Change in Control, if the Plan is terminated
         with respect to all of its Participants, the Company shall have the
         right, in its sole discretion, and notwithstanding any elections made
         by the Participant, to pay such benefits in a lump sum or pursuant to a
         Monthly Installment Method of up to 180 months, with amounts credited
         and debited during the installment period as provided herein; or (ii)
         prior to a Change in Control, if the Plan is terminated with respect to
         less than all of its Participants, the Company shall be required to pay
         such benefits in a lump sum; or (iii) after a Change in Control, if the
         Plan is terminated with respect to some or all of its Participants, the
         Company shall be required to pay such benefits in a lump sum. The
         termination of the Plan shall not adversely affect any Participant or
         Beneficiary who has become entitled to the payment of any benefits
         under the Plan as of the date of termination; provided however, that
         the Company shall have the right to accelerate installment payments
         without a premium or prepayment penalty by paying the vested Account
         Balance in a lump sum or pursuant to a Monthly Installment Method using
         fewer months (provided that the present value of all payments that will
         have been received by a Participant at any given point of time under
         the different payment schedule shall equal or exceed the present value
         of all payments that would have been received at that point in time
         under the original payment schedule).

13.2     AMENDMENT. The Company may, at any time, amend or modify the Plan in
         whole or in part with respect to that Company by the action of its
         board of directors; provided, however, that: (i) no amendment or
         modification shall be effective to decrease or restrict the value of a
         Participant's vested Account Balance in existence at the time the
         amendment or modification is made, calculated as if the Participant had
         experienced a Termination of Employment as of the effective date of the
         amendment or modification or, if the amendment or modification occurs
         after the date upon which the Participant was eligible to Retire, the
         Participant had Retired as of the effective date of the amendment or
         modification, and (ii) no amendment or modification of this Section
         13.2 or Section 14.2 of the Plan shall be effective. The amendment or
         modification of the Plan shall not affect any Participant or
         Beneficiary who has become entitled to the payment of benefits

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         under the Plan as of the date of the amendment or modification;
         provided, however, that the Company shall have the right to accelerate
         installment payments by paying the vested Account Balance in a lump sum
         or pursuant to a Monthly Installment Method using fewer months
         (provided that the present value of all payments that will have been
         received by a Participant at any given point of time under the
         different payment schedule shall equal or exceed the present value of
         all payments that would have been received at that point in time under
         the original payment schedule).

13.3     PLAN AGREEMENT. Despite the provisions of Sections 13.1 and 13.2 above,
         if a Participant's Plan Agreement contains benefits or limitations that
         are not in this Plan document, the Company may only amend or terminate
         such provisions with the written consent of the Participant.

13.4     EFFECT OF PAYMENT. The full payment of the Participant's vested Account
         Balance under Articles 5, 6, 7, 8, 9 or 10 of the Plan shall completely
         discharge all obligations to a Participant and his or her designated
         Beneficiaries under this Plan and the Participant's Plan Agreement
         shall terminate.

                                   ARTICLE 14
                                 ADMINISTRATION

14.1     COMMITTEE DUTIES. Except as otherwise provided in this Article 14, this
         Plan shall be administered by the Chief Administrative Officer of the
         Company, or such committee as the Board shall appoint. Members of the
         Committee may be Participants under this Plan. The Committee shall also
         have the discretion and authority to (i) make, amend, interpret, and
         enforce all appropriate rules and regulations for the administration of
         this Plan and (ii) decide or resolve any and all questions including
         interpretations of this Plan, as may arise in connection with the Plan.
         Any individual serving on the Committee who is a Participant shall not
         vote or act on any matter relating solely to himself or herself. When
         making a determination or calculation, the Committee shall be entitled
         to rely on information furnished by a Participant or the Company.

14.2     ADMINISTRATION UPON CHANGE IN CONTROL. For purposes of this Plan, the
         Committee shall be the "Administrator" at all times prior to the
         occurrence of a Change in Control. Within one-hundred and twenty (120)
         days following a Change in Control, an independent third party
         "Administrator" may be selected by the individual who, immediately
         prior to the Change in Control, was the Company's Chief Executive
         Officer or, if not so identified, the Company's highest ranking officer
         (the "Ex-CEO"), and approved by the Trustee. The Committee, as
         constituted prior to the Change in Control, shall continue to be the
         Administrator until the earlier of (i) the date on which such
         independent third party is selected and approved, or (ii) the
         expiration of the one-hundred and twenty (120) day period following the
         Change in Control. If an independent third party is not selected within
         one-hundred and twenty (120) days of such Change in Control, the
         Committee, as described in Section 14.1 above, shall be the
         Administrator. The Administrator shall have the discretionary power to
         determine all questions arising in connection with the administration
         of the Plan and the interpretation of the Plan and Trust including, but
         not limited to benefit entitlement determinations; provided, however,
         upon and after the occurrence of a Change in Control, the Administrator
         shall have no power to direct

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         the investment of Plan or Trust assets or select any investment manager
         or custodial firm for the Plan or Trust. Upon and after the occurrence
         of a Change in Control, the Company must: (1) pay all reasonable
         administrative expenses and fees of the Administrator; (2) indemnify
         the Administrator against any costs, expenses and liabilities
         including, without limitation, attorney's fees and expenses arising in
         connection with the performance of the Administrator hereunder, except
         with respect to matters resulting from the gross negligence or willful
         misconduct of the Administrator or its employees or agents; and (3)
         supply full and timely information to the Administrator on all matters
         relating to the Plan, the Trust, the Participants and their
         Beneficiaries, the Account Balances of the Participants, the date and
         circumstances of the Retirement, Covered Termination, Disability, death
         or Termination of Employment of the Participants, and such other
         pertinent information as the Administrator may reasonably require. Upon
         and after a Change in Control, the Administrator may be terminated (and
         a replacement appointed) by the Trustee only with the approval of the
         Ex-CEO. Upon and after a Change in Control, the Administrator may not
         be terminated by the Company.

14.3     AGENTS. In the administration of this Plan, the Committee may, from
         time to time, employ agents and delegate to them such administrative
         duties as it sees fit (including acting through a duly appointed
         representative) and may from time to time consult with counsel who may
         be counsel to the Company.

14.4     BINDING EFFECT OF DECISIONS. The decision or action of the
         Administrator with respect to any question arising out of or in
         connection with the administration, interpretation and application of
         the Plan and the rules and regulations promulgated hereunder shall be
         final and conclusive and binding upon all persons having any interest
         in the Plan.

14.5     INDEMNITY OF COMMITTEE. The Company shall indemnify and hold harmless
         the members of the Committee, any Employee to whom the duties of the
         Committee may be delegated, and the Administrator against any and all
         claims, losses, damages, expenses or liabilities arising from any
         action or failure to act with respect to this Plan, except in the case
         of willful misconduct by the Committee, any of its members, any such
         Employee or the Administrator.

14.6     COMPANY INFORMATION. To enable the Committee and/or Administrator to
         perform its functions, the Company shall supply full and timely
         information to the Committee and/or Administrator, as the case may be,
         on all matters relating to the compensation of its Participants, the
         date and circumstances of the Retirement, Covered Termination,
         Disability, death or Termination of Employment of its Participants, and
         such other pertinent information as the Committee or Administrator may
         reasonably require.

                                   ARTICLE 15
                          OTHER BENEFITS AND AGREEMENTS

15.1     COORDINATION WITH OTHER BENEFITS. The benefits provided for a
         Participant and Participant's Beneficiary under the Plan are in
         addition to any other benefits available to such Participant under any
         other plan or program for employees of the Company. The Plan shall
         supplement and shall not supersede, modify or amend any other such plan
         or program except as may otherwise be expressly provided.

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                                   ARTICLE 16
                                CLAIMS PROCEDURES

16.1     PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
         Participant (such Participant or Beneficiary being referred to below as
         a "Claimant") may deliver to the Committee a written claim for a
         determination with respect to the amounts distributable to such
         Claimant from the Plan. If such a claim relates to the contents of a
         notice received by the Claimant, the claim must be made within sixty
         (60) days after such notice was received by the Claimant. All other
         claims must be made within 180 days of the date on which the event that
         caused the claim to arise occurred. The claim must state with
         particularity the determination desired by the Claimant.

16.2     NOTIFICATION OF DECISION. The Committee shall consider a Claimant's
         claim within a reasonable time, but no later than ninety (90) days
         after receiving the claim. If the Committee determines that special
         circumstances require an extension of time for processing the claim,
         written notice of the extension shall be furnished to the Claimant
         prior to the termination of the initial ninety (90) day period. In no
         event shall such extension exceed a period of ninety (90) days from the
         end of the initial period. The extension notice shall indicate the
         special circumstances requiring an extension of time and the date by
         which the Committee expects to render the benefit determination. The
         Committee shall notify the Claimant in writing:

         (a)      that the Claimant's requested determination has been made, and
                  that the claim has been allowed in full; or

         (b)      that the Committee has reached a conclusion contrary, in whole
                  or in part, to the Claimant's requested determination, and
                  such notice must set forth in a manner calculated to be
                  understood by the Claimant:

                  (i)      the specific reason(s) for the denial of the claim,
                           or any part of it;

                  (ii)     specific reference(s) to pertinent provisions of the
                           Plan upon which such denial was based;

                  (iii)    a description of any additional material or
                           information necessary for the Claimant to perfect the
                           claim, and an explanation of why such material or
                           information is necessary;

                  (iv)     an explanation of the claim review procedure set
                           forth in Section 16.3 below; and

                  (v)      a statement of the Claimant's right to bring a civil
                           action under ERISA Section 502(a) following an
                           adverse benefit determination on review.

16.3     REVIEW OF A DENIED CLAIM. On or before sixty (60) days after receiving
         a notice from the Committee that a claim has been denied, in whole or
         in part, a Claimant (or the Claimant's duly authorized representative)
         may file with the Committee a written request for a review of the
         denial of the claim. The Claimant (or the Claimant's duly authorized
         representative):

         (a)      may, upon request and free of charge, have reasonable access
                  to, and copies of, all documents, records and other
                  information relevant to the claim for benefits;

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         (b)      may submit written comments or other documents; and/or

         (c)      may request a hearing, which the Committee, in its sole
                  discretion, may grant.

16.4     DECISION ON REVIEW. The Committee shall render its decision on review
         promptly, and no later than sixty (60) days after the Committee
         receives the Claimant's written request for a review of the denial of
         the claim. If the Committee determines that special circumstances
         require an extension of time for processing the claim, written notice
         of the extension shall be furnished to the Claimant prior to the
         termination of the initial sixty (60) day period. In no event shall
         such extension exceed a period of sixty (60) days from the end of the
         initial period. The extension notice shall indicate the special
         circumstances requiring an extension of time and the date by which the
         Committee expects to render the benefit determination. In rendering its
         decision, the Committee shall take into account all comments,
         documents, records and other information submitted by the Claimant
         relating to the claim, without regard to whether such information was
         submitted or considered in the initial benefit determination. The
         decision must be written in a manner calculated to be understood by the
         Claimant, and it must contain:

         (a)      specific reasons for the decision;

         (b)      specific reference(s) to the pertinent Plan provisions upon
                  which the decision was based;

         (c)      a statement that the Claimant is entitled to receive, upon
                  request and free of charge, reasonable access to and copies
                  of, all documents, records and other information relevant (as
                  defined in applicable ERISA regulations) to the Claimant's
                  claim for benefits; and

         (d)      a statement of the Claimant's right to bring a civil action
                  under ERISA Section 502(a).

16.5     LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
         this Article 16 is a mandatory prerequisite to a Claimant's right to
         commence any legal action with respect to any claim for benefits under
         this Plan.

                                   ARTICLE 17
                                      TRUST

17.1     ESTABLISHMENT OF THE TRUST. The Company shall establish a trust by a
         trust agreement with a third party, the trustee, (the "Trust"), and the
         Company shall at least annually transfer over to the Trust such assets
         as the Company determines, in its sole discretion, are necessary to
         provide, on a present value basis, for its respective future
         liabilities created with respect to the Annual Deferral Amounts,
         Company Contribution Amounts, and Company Discretionary Match Amounts
         for such Company's Participants for all periods prior to the transfer,
         as well as any debits and credits to the Participants' Account Balances
         for all periods prior to the transfer, taking into consideration the
         value of the assets in the trust at the time of the transfer.

17.2     INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan
         and the Plan Agreement shall govern the rights of a Participant to
         receive distributions pursuant to the Plan. The provisions of the Trust
         shall govern the rights of the Company, Participants and the creditors
         of the Company to the assets transferred to the Trust. The Company
         shall at all times remain liable to carry out its obligations under the
         Plan.

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17.3       DISTRIBUTIONS FROM THE TRUST. The Company's obligations under the
           Plan may be satisfied with Trust assets distributed pursuant to the
           terms of the Trust, and any such distribution shall reduce the
           Company's obligations under this Plan.

                                   ARTICLE 18
                                  MISCELLANEOUS

         18.1     STATUS OF PLAN. The Plan is intended to be a plan that is not
                  qualified within the meaning of Code Section 401(a) and that
                  "is unfunded and is maintained by the Company primarily for
                  the purpose of providing deferred compensation for a select
                  group of management or highly compensated employees" within
                  the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1).
                  The Plan shall be administered and interpreted to the extent
                  possible in a manner consistent with that intent.

         18.2     UNSECURED GENERAL CREDITOR. Participants and their
                  Beneficiaries, heirs, successors and assigns shall have no
                  legal or equitable rights, interests or claims in any property
                  or assets of the Company. For purposes of the payment of
                  benefits under this Plan, any and all of the Company's assets
                  shall be, and remain, the general, unpledged unrestricted
                  assets of the Company. The Company's obligation under the Plan
                  shall be merely that of an unfunded and unsecured promise to
                  pay money in the future.

         18.3     COMPANY'S LIABILITY. The Company's liability for the payment
                  of benefits shall be defined only by the Plan and the Plan
                  Agreement, as entered into between the Company and a
                  Participant. The Company shall have no obligation to a
                  Participant under the Plan except as expressly provided in the
                  Plan and his or her Plan Agreement.

         18.4     NONASSIGNABILITY. Neither a Participant nor any other person
                  shall have any right to commute, sell, assign, transfer,
                  pledge, anticipate, mortgage or otherwise encumber, transfer,
                  hypothecate, alienate or convey in advance of actual receipt,
                  the amounts, if any, payable hereunder, or any part thereof,
                  which are, and all rights to which are expressly declared to
                  be, unassignable and non-transferable. No part of the amounts
                  payable shall, prior to actual payment, be subject to seizure,
                  attachment, garnishment or sequestration for the payment of
                  any debts, judgments, alimony or separate maintenance owed by
                  a Participant or any other person, be transferable by
                  operation of law in the event of a Participant's or any other
                  person's bankruptcy or insolvency or be transferable to a
                  spouse as a result of a property settlement or otherwise.

         18.5     NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this
                  Plan shall not be deemed to constitute a contract of
                  employment between the Company and the Participant. Such
                  employment is hereby acknowledged to be an "at will"
                  employment relationship that can be terminated at any time for
                  any reason, or no reason, with or without cause, and with or
                  without notice, unless expressly provided in a written
                  employment agreement. Nothing in this Plan shall be deemed to
                  give a Participant the right to be retained in the service of
                  the Company as an Employee or to interfere with the right of
                  the Company to discipline or discharge the Participant at any
                  time.

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         18.6     FURNISHING INFORMATION. A Participant or his or her
                  Beneficiary will cooperate with the Committee by furnishing
                  any and all information requested by the Committee and take
                  such other actions as may be requested in order to facilitate
                  the administration of the Plan and the payments of benefits
                  hereunder, including but not limited to taking such physical
                  examinations as the Committee may deem necessary.

         18.7     TERMS. Whenever any words are used herein in the masculine,
                  they shall be construed as though they were in the feminine in
                  all cases where they would so apply; and whenever any words
                  are used herein in the singular or in the plural, they shall
                  be construed as though they were used in the plural or the
                  singular, as the case may be, in all cases where they would so
                  apply.

         18.8     CAPTIONS. The captions of the articles, sections and
                  paragraphs of this Plan are for convenience only and shall not
                  control or affect the meaning or construction of any of its
                  provisions.

         18.9     GOVERNING LAW. Subject to ERISA, the provisions of this Plan
                  shall be construed and interpreted according to the internal
                  laws of the State of California without regard to its
                  conflicts of laws principles.

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         18.10    NOTICE. Any notice or filing required or permitted to be given
                  to the Committee under this Plan shall be sufficient if in
                  writing and hand-delivered, or sent by registered or certified
                  mail, to the address below:

                               Countrywide Financial Corporation
                               Attn: Chief Administrative Officer
                               4500 Park Granada
                               Calabasas, California 91302

           Such notice shall be deemed given as of the date of delivery or, if
           delivery is made by mail, as of the date shown on the postmark on the
           receipt for registration or certification.

           Any notice or filing required or permitted to be given to a
           Participant under this Plan shall be sufficient if in writing and
           hand-delivered, or sent by mail, to the last known address of the
           Participant.

         18.11    SUCCESSORS. The provisions of this Plan shall bind and inure
                  to the benefit of the Company and its successors and assigns
                  and the Participant and the Participant's designated
                  Beneficiaries.

         18.12    SPOUSE'S INTEREST. The interest in the benefits hereunder of a
                  spouse of a Participant who has predeceased the Participant
                  shall automatically pass to the Participant and shall not be
                  transferable by such spouse in any manner, including but not
                  limited to such spouse's will, nor shall such interest pass
                  under the laws of intestate succession.

         18.13    VALIDITY. In case any provision of this Plan shall be illegal
                  or invalid for any reason, said illegality or invalidity shall
                  not affect the remaining parts hereof, but this Plan shall be
                  construed and enforced as if such illegal or invalid provision
                  had never been inserted herein.

         18.14    INCOMPETENT. If the Committee determines in its discretion
                  that a benefit under this Plan is to be paid to a minor, a
                  person declared incompetent or to a person incapable of
                  handling the disposition of that person's property, the
                  Committee may direct payment of such benefit to the guardian,
                  legal representative or person having the care and custody of
                  such minor, incompetent or incapable person. The Committee may
                  require proof of minority, incompetence, incapacity or
                  guardianship, as it may deem appropriate prior to distribution
                  of the benefit. Any payment of a benefit shall be a payment
                  for the account of the Participant and the Participant's
                  Beneficiary, as the case may be, and shall be a complete
                  discharge of any liability under the Plan for such payment
                  amount.

         18.15    COURT ORDER. The Committee is authorized to make any payments
                  directed by court order in any action in which the Plan or the
                  Committee has been named as a party. In addition, if a court
                  determines that a spouse or former spouse of a Participant has
                  an interest in the Participant's benefits under the Plan in
                  connection with a property settlement or otherwise, the
                  Committee, in its sole discretion, shall have the right,
                  notwithstanding any election

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COUNTRYWIDE FINANCIAL CORPORATION
Selected Employee Deferred Compensation Plan
Master Plan Document

           made by a Participant, to immediately distribute the spouse's or
           former spouse's interest in the Participant's benefits under the Plan
           to that spouse or former spouse.

         18.16 DISTRIBUTION IN THE EVENT OF TAXATION.

            (a)   IN GENERAL. If, for any reason, all or any portion of a
                  Participant's benefits under this Plan becomes taxable to the
                  Participant prior to receipt, a Participant may petition the
                  Committee before a Change in Control, or the trustee of the
                  Trust after a Change in Control, for a distribution of that
                  portion of his or her benefit that has become taxable. Upon
                  the grant of such a petition, which grant shall not be
                  unreasonably withheld (and, after a Change in Control, shall
                  be granted), a Participant's Company shall distribute to the
                  Participant immediately available funds in an amount equal to
                  the taxable portion of his or her benefit (which amount shall
                  not exceed a Participant's unpaid vested Account Balance under
                  the Plan). If the petition is granted, the tax liability
                  distribution shall be made within 90 days of the date when the
                  Participant's petition is granted. Such a distribution shall
                  affect and reduce the benefits to be paid under this Plan.

            (b)   TRUST. If the Trust terminates in accordance with its terms
                  and benefits are distributed from the Trust to a Participant
                  in accordance therewith, the Participant's benefits under this
                  Plan shall be reduced to the extent of such distributions.

         18.17    INSURANCE. The Company on its own behalf or on behalf of the
                  trustee of the Trust, and, in their sole discretion, may apply
                  for and procure insurance on the life of the Participant, in
                  such amounts and in such forms as the Trust may choose. The
                  Company or the trustee of the Trust, as the case may be, shall
                  be the sole owner and beneficiary of any such insurance. The
                  Participant shall have no interest whatsoever in any such
                  policy or policies, and at the request of the Company shall
                  submit to medical examinations and supply such information and
                  execute such documents as may be required by the insurance
                  company or companies to whom the Company have applied for
                  insurance.

         18.18    LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL. The
                  Company is aware that upon the occurrence of a Change in
                  Control, the Board or the board of directors of the Company
                  (which might then be composed of new members) or a shareholder
                  of the Company, or of any successor corporation might then
                  cause or attempt to cause the Company or such successor to
                  refuse to comply with its obligations under the Plan and might
                  cause or attempt to cause the Company to institute, or may
                  institute, litigation seeking to deny Participants the
                  benefits intended under the Plan. In these circumstances, the
                  purpose of the Plan could be frustrated. Accordingly, if,
                  following a Change in Control, it should appear to any
                  Participant that the Company or any successor corporation has
                  failed to comply with any of its obligations under the Plan or
                  any agreement thereunder or, if the Company or any other
                  person takes any action to declare the Plan
                  void or unenforceable or institutes any litigation or other
                  legal action designed to deny, diminish or to recover from any
                  Participant the benefits intended to be provided, then the
                  Company irrevocably authorizes such Participant to retain
                  counsel of his or her choice at the expense of the Company to
                  represent such Participant in connection with the initiation
                  or defense of any litigation or other legal action, whether by
                  or against the Company or any

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COUNTRYWIDE FINANCIAL CORPORATION
Selected Employee Deferred Compensation Plan
Master Plan Document

         director, officer, shareholder or other person affiliated with the
         Company or any successor thereto in any jurisdiction.

IN WITNESS WHEREOF, the Company has signed this Plan document as of December 23,
2003.

                        "Company"
                        Countrywide Financial Corporation, a Delaware
                        corporation

                        By: /s/ Thomas H. Boone
                            ----------------------------------------------
                        Title: Senior Managing Director,
                                Chief Administrative Officer

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