<PAGE>

                                                                   EXHIBIT 10.72

COUNTRYWIDE FINANCIAL CORPORATION
ERISA Nonqualified Pension Plan
Master Plan Document

                            EFFECTIVE JANUARY 1, 2003

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                                TABLE OF CONTENTS
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ARTICLE 1           DEFINITIONS.............................................................................     1

ARTICLE 2           SELECTION, ENROLLMENT, ELIGIBILITY......................................................     6

         2.1    Selection by Committee......................................................................     6

         2.2    Enrollment Requirements.....................................................................     6

         2.3    Eligibility; Commencement of Participation..................................................     6

         2.4    Termination of Participation................................................................     6

ARTICLE 3           LONG-TERM INCENTIVE CONTRIBUTION AMOUNTS/COMPANY
                    CONTRIBUTION AMOUNTS/VESTING/CONTINGENT
                    AMOUNTS/CREDITING/TAXES.................................................................     6

         3.1    Long-Term Incentive Contribution Amounts....................................................     7

         3.2    Annual Company Contribution Amount..........................................................     7

         3.3    Vesting.....................................................................................     7

         3.4    Effect of a Participant's Covered Termination, Retirement, Death while Employed
                by an Employer or Disability................................................................     8

         3.5    Crediting/Debiting of Account Balances......................................................     9

         3.6    FICA and Other Taxes........................................................................    10

ARTICLE 4           UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL ELECTION................................    11

         4.1    Withdrawal for Unforeseeable Financial Emergencies..........................................    11

         4.2    Withdrawal Election.........................................................................    11

ARTICLE 5           COVERED TERMINATION BENEFIT.............................................................    12

         5.1    Covered Termination Benefit.................................................................    12

         5.2    Payment of Change in Control Benefit........................................................    12

ARTICLE 6           RETIREMENT BENEFIT......................................................................    12

         6.1    Retirement Benefit..........................................................................    12

         6.2    Payment of Retirement Benefit...............................................................    12

ARTICLE 7           TERMINATION BENEFIT.....................................................................    13

         7.1    Termination Benefit.........................................................................    13

         7.2    Payment of Termination Benefit..............................................................    13

ARTICLE 8           CONTINUED ELIGIBILITY; DISABILITY BENEFIT...............................................    13

         8.1    Continued Eligibility.......................................................................    13

         8.2    Deemed Termination of Employment............................................................    13

         8.3    Deemed Retirement...........................................................................    14
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                                TABLE OF CONTENTS
                                  (continued)

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ARTICLE 9           SURVIVOR BENEFIT........................................................................    14

         9.1    Survivor Benefit............................................................................    14

         9.2    Payment of Survivor Benefit.................................................................    14

ARTICLE 10          BENEFICIARY DESIGNATION.................................................................    14

         10.1   Beneficiary.................................................................................    15

         10.2   Beneficiary Designation; Change of Beneficiary Designation..................................    15

         10.3   Acknowledgment..............................................................................    15

         10.4   No Beneficiary Designation..................................................................    15

         10.5   Doubt as to Beneficiary.....................................................................    16

         10.6   Discharge of Obligations....................................................................    16

ARTICLE 11          LEAVE OF ABSENCE........................................................................    16

         11.1   Leave of Absence............................................................................    16

ARTICLE 12          TERMINATION, AMENDMENT OR MODIFICATION..................................................    16

         12.1   Termination.................................................................................    16

         12.2   Amendment...................................................................................    17

         12.3   Participation Agreement.....................................................................    18

         12.4   Effect of Payment...........................................................................    18

ARTICLE 13          ADMINISTRATION..........................................................................    18

         13.1   Committee Duties............................................................................    18

         13.2   Administration Upon Change In Control.......................................................    18

         13.3   Agents......................................................................................    19

         13.4   Binding Effect of Decisions.................................................................    19

         13.5   Indemnity of Committee......................................................................    19

         13.6   Employer Information........................................................................    19

ARTICLE 14          OTHER BENEFITS AND AGREEMENTS...........................................................    20

         14.1   Coordination with Other Benefits............................................................    20

ARTICLE 15          CLAIMS PROCEDURES.......................................................................    20

         15.1   Presentation of Claim.......................................................................    20

         15.2   Notification of Decision....................................................................    20

         15.3   Review of a Denied Claim....................................................................    21
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                                TABLE OF CONTENTS
                                  (continued)

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         15.4   Decision on Review..........................................................................    21

         15.5   Legal Action................................................................................    22

ARTICLE 16          TRUST...................................................................................    22

         16.1   Establishment of the Trust..................................................................    22

         16.2   Interrelationship of the Plan and the Trust.................................................    22

         16.3   Distributions From the Trust................................................................    23

ARTICLE 17          MISCELLANEOUS...........................................................................    23

         17.1   Status of Plan..............................................................................    23

         17.2   Unsecured General Creditor..................................................................    23

         17.3   Employer's Liability........................................................................    23

         17.4   Nonassignability............................................................................    23

         17.5   Not a Contract of Employment................................................................    23

         17.6   Furnishing Information......................................................................    24

         17.7   Terms.......................................................................................    24

         17.8   Captions....................................................................................    24

         17.9   Governing Law...............................................................................    24

         17.10  Notice......................................................................................    24

         17.11  Successors..................................................................................    24

         17.12  Spouse's Interest...........................................................................    25

         17.13  Validity....................................................................................    25

         17.14  Incompetent.................................................................................    25

         17.15  Court Order.................................................................................    25

         17.16  Distribution in the Event of Taxation.......................................................    25

         17.17  Insurance...................................................................................    26

         17.18  Legal Fees To Enforce Rights After Change in Control........................................    26
</TABLE>

                                     -iii-
<PAGE>

COUNTRYWIDE FINANCIAL CORPORATION
ERISA Nonqualified Pension Plan
Master Plan Document

                        COUNTRYWIDE FINANCIAL CORPORATION
                         ERISA NONQUALIFIED PENSION PLAN
                            Effective January 1, 2003

                                     PURPOSE

         The purpose of this Plan is to provide retirement and post-termination
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 Employer equal to the sum of the Long-Term
         Incentive Account balance and the Company Contribution 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 Company Contribution Amount" shall mean, for any one Plan Year,
         the amount determined in accordance with Section 3.2.

1.3.     "Beneficiary" shall mean one or more persons, trusts, estates or other
         entities, designated in accordance with Article 10, that are entitled
         to receive benefits under this Plan upon the death of a Participant.

1.4.     "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.

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

1.6.     "Change in Control" shall mean a "change in control" as defined under
         the Countrywide Financial Corporation Change in Control Severance Plan
         as that definition may be amended at any time and from time to time in
         accordance with that plan.

1.7.     "Claimant" shall have the meaning set forth in Section 15.1.

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COUNTRYWIDE FINANCIAL CORPORATION
ERISA Nonqualified Pension Plan
Master Plan Document

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

1.9.     "Committee" shall mean the committee described in Article 13.

1.10.    "Covered Termination" shall mean any termination of a Participant's
         employment in connection with a Change in Control that entitles the
         Participant to receive severance benefits under the Countrywide
         Financial Corporation Change in Control Severance Plan.

1.11.    "Covered Termination Benefit" shall have the meaning set forth in
         Article 5.

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 Annual 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.    "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
         Participant's Employer, or (ii) the Social Security Administration.
         Upon request by the Employer, the Participant must submit proof of the
         carrier's or Social Security Administration's determination.

1.15.    "Disability Benefit" shall mean the benefit set forth in Article 8.

1.16.    "Distribution 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 a distribution election under the
         Plan.

1.17.    "Employee" shall mean a person whom any Employer treats as an employee
         for purposes of federal income tax withholding, regardless of whether
         or not the person would be treated as an employee under applicable
         common law.

1.18.    "Employer(s)" shall mean the Company, Countrywide Home Loans, Inc.,
         Countrywide Capital Markets, Inc., Countrywide Securities Corporation
         and any other subsidiary of the Company that elects to participate in
         the Plan.

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

                                       -2-
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COUNTRYWIDE FINANCIAL CORPORATION
ERISA Nonqualified Pension Plan
Master Plan Document

1.20.    "First Plan Year" shall mean the period beginning January 1, 2003 and
         ending December 31, 2003.

1.21.    "Investment 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 investment election under the Plan.

1.22.    "Long-Term Incentive Account" shall mean (i) the sum of all of a
         Participant's Long-Term Incentive Contribution Amounts, plus (ii)
         amounts credited or debited to the Participant's Long-Term Incentive
         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 Long-Term Incentive Account.

1.23.    "Long-Term Incentive Contribution Amounts" shall mean the amounts
         determined and contributed in accordance with Section 3.1.

1.24.    "Participant" shall mean any Employee who commences participation in
         the Plan pursuant to Article 2, and whose Participation Agreement has
         not terminated. A spouse, former spouse or domestic partner 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.

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

1.26.    "Plan" shall mean the Countrywide Financial Corporation ERISA
         Nonqualified Pension Plan, which shall be evidenced by this instrument
         and by each Participation Agreement, as they may be amended from time
         to time.

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

1.28.    "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
         Employee, severance from employment from all Employers for any reason
         other than a leave of

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COUNTRYWIDE FINANCIAL CORPORATION
ERISA Nonqualified Pension Plan
Master Plan Document

         absence, death or Disability on or after the date on which (i) a
         Participant attains age 45 (ii) such Participant's age plus Years of
         Service equals at least 65, and (iii) the Participant has completed at
         least five (5) Years of Plan Participation.

1.29.    "Retirement Compensation" shall mean any compensation (i) the
         Participant becomes eligible to receive in exchange for satisfying
         performance criteria set forth in the Participant's Participation
         Agreement and (ii) remains contingent upon the Participant's
         performance of future services. As soon as reasonably practicable after
         the beginning of each Plan Year, the Committee shall in its sole
         discretion establish the criteria that will be used to determine the
         Participant's Retirement Compensation for that Plan Year and shall
         notify the Participant in writing of the criteria via an addendum to
         the Participant's Participation Agreement.

1.30.    "Retirement Benefit" shall mean the benefit set forth in Article 6.

1.31.    "Semi-Monthly Installment Method" shall be a semi-monthly installment
         payment over the number of months selected by the Participant in
         accordance with this Plan, calculated as follows: (i) for the first
         semi-monthly installment, the vested and nonforfeitable 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 8.3 or experiences a
         Covered Termination, as determined by the Committee in its sole
         discretion, and (ii) for remaining semi-monthly installments, the
         vested and nonforfeitable portion of the Account Balance of the
         Participant shall be calculated on or around the last business day of
         the preceding semi-monthly payment. Each semi-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
         semi-monthly payments due the Participant. By way of example, if the
         Participant elects to receive his or her Account Balance pursuant to a
         Semi-Monthly Installment Method of 120 months, the first payment shall
         be 1/240 of the vested and nonforfeitable portion of the Account
         Balance, calculated as described in this definition. The following
         semi-monthly payment shall be 1/239 of the vested and nonforfeitable
         portion of the Account Balance, calculated as described in this
         definition.

1.32.    "Service Period" shall mean (i) with respect to Long-Term Incentive
         Contribution Amounts, the applicable period of Participant's service
         during which such amounts were measured and credited, as provided in
         the Countrywide Securities Corporation long-term incentive plan or any
         other long-term incentive arrangement, designated by the Committee, in
         effect for the applicable period, and (ii) with respect to Annual
         Company Contribution Amounts, the calendar year during which such
         Annual Company Contribution Amounts shall be deemed measured and
         earned, as described more fully in Section 3.2.

                                       -4-
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COUNTRYWIDE FINANCIAL CORPORATION
ERISA Nonqualified Pension Plan
Master Plan Document

1.33.    "Survivor Benefit" shall mean the benefit set forth in Article 9.

1.34.    "Termination Benefit" shall mean the benefit set forth in Article 7.

1.35.    "Termination of Employment" shall mean severing the status of an
         Employee with all Employers, voluntarily or involuntarily, for any
         reason other than a Covered Termination, Retirement, Disability, death
         or an authorized leave of absence.

1.36.    "Threshold" shall mean the Retirement Compensation threshold set forth
         in the Participant's Participation Agreement. As soon a reasonably
         practicable after the beginning of each Plan Year, the Employer shall,
         in its sole discretion, establish the Participant's Threshold for that
         Plan Year and shall notify the Participant in writing of the Threshold
         via an addendum to the Participant's Participation Agreement.

1.37.    "Trust" shall mean one or more trusts established by the Company in
         accordance with Article 16.

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.

1.39.    "Years of Plan Participation" shall mean the total number of full Plan
         Years a Participant has been a Participant in the Plan prior to his or
         her severance from employment from all Employers for any reason other
         than a leave of absence, death or Disability (determined without regard
         to whether deferral elections have been made by the Participant for any
         Plan Year). Any partial year shall not be counted. Notwithstanding the
         previous sentence, a Participant's first Plan Year of participation
         shall be treated as a full Plan Year for purposes of this definition,
         even if it is only a partial Plan Year of participation or relates to
         the First Plan Year.

1.40.    "Years of Service" shall mean the total number of full years in which a
         Participant has been employed by one or more Employers. 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 shall make a determination as to whether any partial year
         of employment shall be counted as a Year of Service. If a Participant
         terminates employment and is subsequently reemployed by any Employer,
         the Participant's service before

                                       -5-
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COUNTRYWIDE FINANCIAL CORPORATION
ERISA Nonqualified Pension Plan
Master Plan Document

         reemployment shall be disregarded unless the Committee determines
         otherwise in a Participation Agreement or other written document.

                                   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 of the
         Employer, 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
         Participation Agreement, a Distribution Election Form, an Investment
         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 in a form accepted by
         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 has satisfied all enrollment
         requirements.

2.4      TERMINATION OF PARTICIPATION. 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) cease contributing Annual Company Contribution
         Amounts to the Participant's Company Contribution Account; and/or (ii)
         immediately distribute the Participant's then vested and nonforfeitable
         portion of the Account Balance as a Termination Benefit and terminate
         the Participant's participation in the Plan.

                                   ARTICLE 3

          LONG-TERM INCENTIVE CONTRIBUTION AMOUNTS/COMPANY CONTRIBUTION
               AMOUNTS/VESTING/CONTINGENT AMOUNTS/CREDITING/TAXES

3.1      LONG-TERM INCENTIVE CONTRIBUTION AMOUNTS. In connection with a
         Participant's commencement of participation in the Plan during the
         First Plan Year, the Employer shall credit to the Participant's
         Long-Term Incentive Account an amount equal to 110-percent of any
         compensation that (i) would have become payable to a Participant under
         the

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COUNTRYWIDE FINANCIAL CORPORATION
ERISA Nonqualified Pension Plan
Master Plan Document

         Countrywide Securities Corporation Long-Term Incentive Plan or any
         other long-term incentive arrangement, as determined by the Committee,
         had such arrangements been continued by the Employer, (ii) is
         attributable to Service Periods beginning after February 28, 2001,
         excluding amounts that are payable in 2004, and (iii) remains
         contingent upon the Participant's performance of future services.
         Long-Term Incentive Contribution Amounts shall be credited to a
         Participant's Long-Term Incentive Account within 30 days after the
         later of September 1, 2003 or the date the Participant enrolls in the
         Plan pursuant to Section 2.2.

3.2      ANNUAL COMPANY CONTRIBUTION AMOUNT.

                           (a)      For each Plan Year, an Employer may be
required to credit amounts to a Participant's Company Contribution Account in
accordance with employment or other agreements entered into between the
Participant and the Employer. Such amounts shall be credited on the date or
dates prescribed by such agreements, or if not provided in such agreements, such
amounts shall be credited on a date or dates to be determined by the Committee
in its sole discretion.

                           (b)      For each Plan Year, the Employer shall
credit to a Participant's Company Contribution Account an amount equal to the
Participant's Retirement Compensation in excess of the Threshold. The Annual
Company Contribution Amount described in this Section 3.2(b) if any, shall be
credited on the last day of the first calendar month following the Service
Period to which such amount relates, as determined by the Committee in its sole
discretion.

3.3      VESTING.

                           (a)      A Participant shall vest in the Annual
Company Contribution Amount described in Section 3.2(a) plus amounts credited or
debited on such amounts (pursuant to Section 3.5), in accordance with the
vesting schedule(s) set forth in his or her Participation Agreement, employment
agreement or any other agreement entered into between the Participant and his or
her Employer. If not addressed in such agreements, a Participant shall vest in
such amounts in accordance with the schedule declared by the Committee in its
sole discretion.

                           (b)      A Participant shall vest in his or her
Long-Term Incentive Contribution Amounts and Annual Company Contributions
described in Section 3.2(b), plus amounts credited or debited on such amounts
(pursuant to Section 3.6), on the last day of the calendar month following the
first (1st), second (2nd) or third (3rd) anniversary of the Service Period to
which such amounts relate, in accordance with the schedule set forth below;
provided, however, the Participant must remain in continuous service as an
Employee through the last day of the calendar month following the anniversary of
the Service Period to which such amounts relate, in order to receive vesting
credit for such Service Period. A new vesting schedule shall

                                       -7-
<PAGE>

COUNTRYWIDE FINANCIAL CORPORATION
ERISA Nonqualified Pension Plan
Master Plan Document

apply to each Long-Term Incentive Contribution Amount credited to the
Participant's Long-Term Incentive Account and to each Annual Company
Contribution described in Section 3.2(b) credited to the Participant's Company
Contribution Account.

<TABLE>
<CAPTION>
TIME ELAPSED AFTER THE END OF THE SERVICE
     PERIOD TO WHICH AMOUNTS RELATE                                          VESTED PERCENTAGE
<S>                                                                          <C>
          Less than 1 year                                                          None
  1 year or more, but less than 2                                                    15%
  2 years or more, but less than 3                                                   40%
          3 years or more                                                           100%
</TABLE>

3.4      EFFECT OF A PARTICIPANT'S COVERED TERMINATION, RETIREMENT, DEATH WHILE
         EMPLOYED BY AN EMPLOYER OR DISABILITY

                           (a)      Notwithstanding anything to the contrary
contained in Section 3.3, in the event of a Participant's Covered Termination,
or upon a Participant's death while employed by an Employer or Disability, any
amounts which are not vested in accordance with Section 3.3, shall immediately
become vested and nonforfeitable. Upon a Participant's Retirement, the Committee
in its sole discretion may provide that any amounts that are not vested in
accordance with Section 3.3 shall immediately become vested and nonforfeitable.

                           (b)      Notwithstanding subsection 3.4(a) above,
upon a Participant's Covered Termination, the applicable vesting schedule for
amounts described in Section 3.3 shall not be accelerated to the extent that the
Committee determines that such release and/or acceleration would cause a loss of
an Employer's tax deductions associated with such amounts under section 280G of
the Code. 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 and/or released 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.

                           (c)      Section 3.4(b) shall not prevent the
acceleration of the applicable vesting schedule for amounts described in Section
3.3, 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
Employer.

                                      -8-
<PAGE>

COUNTRYWIDE FINANCIAL CORPORATION
ERISA Nonqualified Pension Plan
Master Plan Document

3.5      CREDITING/DEBITING OF ACCOUNT BALANCES. Effective September 1, 2003, 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 3.5(c) below, the Participant may elect one or
more of the measurement funds selected by the Committee, 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 or desired within the Committee's discretion, the
Committee 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 Committee gives Participants advance written notice of such change.

                           (b)      ELECTION OF MEASUREMENT FUNDS. Subject to
the restrictions found in Section 3.5(c) below, a Participant, in connection
with his or her initial enrollment in accordance with Section 2.2 above, shall
elect, on the Investment Election Form, one or more Measurement Fund(s) (as
described in Section 3.5(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 3.5(c) below, the
Participant may (but is not required to) elect, by submitting an Investment
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 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 of the month immediately
following the date of the election, 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 Committee, in its sole discretion, adds a Fixed Rate Fund
Measurement Fund or other special Measurement Fund to this Plan, the provisions
this Section 3.5(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

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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 3.5(b) above, the Participant shall specify on the
Investment 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 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.

3.6      FICA AND OTHER TAXES.

                           (a)      NONFORFEITABLE CONTRIBUTIONS. When any
portion of a Participant's Account Balance becomes vested and nonforfeitable,
the Participant's Employer(s) shall withhold from the Participant's cash
compensation, in a manner determined by the Employer(s), the Participant's share
of FICA and other employment taxes. If necessary, the Committee may reduce the
vested and nonforfeitable portion of the Participant's Account Balance Account,
as applicable, in order to comply with this Section 3.6.

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                           (b)      DISTRIBUTIONS. The Participant's
Employer(s), 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 Employer(s), 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 Employer(s) and the trustee of the
Trust.

                                   ARTICLE 4
            UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL ELECTION

4.1      WITHDRAWAL FOR UNFORESEEABLE FINANCIAL EMERGENCIES.

                           (a)      If the Participant experiences an
Unforeseeable Financial Emergency during employment or after termination due to
Disability or Retirement, the Participant may 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 vested and nonforfeitable portion of the Participant's Account Balance,
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 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, or
(B) by liquidation of the Participant's assets, to the extent the liquidation of
such assets would not itself cause severe financial hardship.

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

4.2      WITHDRAWAL ELECTION. A Participant (or, after a Participant's death,
         his or her Beneficiary) may elect, subject to Committee approval, to
         withdraw up to his or her vested and nonforfeitable Account Balance,
         less a withdrawal penalty equal to 10% of such amount (the net amount
         shall be referred to as the "Withdrawal Amount"). This election can be
         made at any time, before or after Retirement, Disability, death Covered
         Termination or Termination of Employment, and whether or not the
         Participant (or Beneficiary) is in the process of being paid pursuant
         to an installment payment schedule. If made before Retirement,
         Disability Covered Termination, or death, a Participant's Withdrawal
         Amount shall be his or her Account Balance calculated as if there had
         occurred a Termination of Employment as of the day of the election. The
         Participant (or his or her Beneficiary) shall make this election by
         giving the Committee advance written

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         notice of the election in a form determined from time to time by the
         Committee. The Participant (or his or her Beneficiary) shall be paid
         the Withdrawal Amount in a lump sum within 60 days of Committee
         approval.

                                   ARTICLE 5
                           COVERED TERMINATION BENEFIT

5.1      COVERED TERMINATION BENEFIT. A Participant will receive a Covered
         Termination Benefit if he or she experiences a Covered Termination
         prior to becoming eligible for the benefits provided in Articles 6, 7,
         8 or 9 in accordance with the provisions of those Articles. The Covered
         Termination Benefit shall be equal to the Participant's vested and
         nonforfeitable portion of the 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.

5.2      PAYMENT OF CHANGE IN CONTROL BENEFIT. A Participant, in connection with
         his or her commencement of participation in the Plan, may elect on a
         Distribution Election Form to receive the Covered Termination Benefit
         in a lump sum or pursuant to a Semi-Monthly Installment Method over
         thirty-six (36) months. The Participant may change his or her election
         to an allowable alternative payout period by submitting a new
         Distribution Election Form to the Committee, provided that any such
         Distribution Election Form is submitted to and accepted by the
         Committee in its sole discretion at least ninety (90) days prior to a
         Covered Termination. If a Participant does not make any election with
         respect to the payment of the Covered Termination 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 preceding installment payment.

                                   ARTICLE 6
                               RETIREMENT BENEFIT

6.1      RETIREMENT BENEFIT. A Participant who Retires shall receive, as a
         Retirement Benefit, his or her vested and nonforfeitable portion of the
         Account Balance, calculated as of the close of business on or as soon
         as administratively feasible following the date on which the
         Participant Retires, as determined by the Committee in its sole
         discretion.

6.2      PAYMENT OF RETIREMENT BENEFIT. A Participant, in connection with his or
         her commencement of participation in the Plan, shall elect on a
         Distribution Election Form to receive the Retirement Benefit in a lump
         sum or pursuant to a Semi-Monthly Installment Method of 60, 120 or 180
         months. The Participant may change his or her election to an

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         allowable alternative payout period by submitting a new Distribution
         Election Form to the Committee, provided that any such Distribution
         Election Form is submitted to and accepted by the Committee in its sole
         discretion at least thirteen (13) months prior to the Participant's
         Retirement. The Distribution 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, as determined by the Committee in its sole
         discretion. Remaining installments, if any, shall be paid no later than
         fifteen (15) days after the preceding installment payment.

                                   ARTICLE 7
                              TERMINATION BENEFIT

7.1      TERMINATION BENEFIT. A Participant who experiences a Termination of
         Employment, as determined by the Committee in its sole discretion,
         shall receive a Termination Benefit, which shall be equal to the
         Participant's vested and nonforfeitable portion of the Account Balance,
         calculated as of the close of business on or as soon as
         administratively feasible following the date on which the Participant
         experiences a Termination of Employment.

7.2      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 8
                   CONTINUED ELIGIBILITY; DISABILITY BENEFIT

8.1      CONTINUED ELIGIBILITY. A Participant suffering a Disability 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 4, 5, 6, 7, 8 or 9 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 suffering a Disability.

8.2      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 and unvested Account
         Balance, calculated as of the close of business on or as soon as
         administratively feasible following

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         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.

8.3      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 and
         unvested Account Balance, calculated as of the close of business on or
         as soon as administratively feasible following 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 preceding installment payment.

                                   ARTICLE 9
                                SURVIVOR BENEFIT

9.1      SURVIVOR BENEFIT. The Participant's Beneficiary(ies) shall receive a
         Survivor Benefit upon the Participant's death which will be equal to
         the Participant's vested and unvested Account Balance, calculated as of
         the close of business on or around the date of the Participant's death,
         as selected by the Committee in its sole discretion, if the Participant
         dies prior to (i) his or her Retirement, Covered Termination,
         Termination of Employment or Disability, or (ii) the complete
         distribution of Participant's Retirement Benefit, Change in Control
         Benefit or Disability Benefit, calculated as of the close of business
         on or around the date of the Participant's death, as selected by the
         Committee in its sole discretion.

9.2      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 with
         proof that is satisfactory to the Committee of the Participant's death.

                                   ARTICLE 10
                             BENEFICIARY DESIGNATION

10.1     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

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         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 an Employer in
         which the Participant participates. In the event any amount is payable
         under the Plan to a minor, payment shall not be made to the minor, but
         instead be paid (a) to that person's living parent(s) to act as
         custodian, (b) if that person's parents are then divorced, and one
         parent is the sole custodial parent, to such custodial parent, or (c)
         if no parent of that person is then living, to a custodian selected by
         the Committee to hold the funds for the minor under the Uniform
         Transfers of Gifts to Minors Act in effect in the jurisdiction in which
         the minor resides. If no parent is living and the Committee decides not
         to select another custodian to hold the funds for the minor, then
         payment shall be made to the duly appointed and currently acting
         guardian of the estate for the minor or, if no guardian of the estate
         for the minor is duly appointed and currently acting within 60 days
         after the date the amount becomes payable, payment shall be deposited
         with the court having jurisdiction over the estate of the minor.

10.2     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. Upon the
         acceptance by the Committee of a new Beneficiary Designation Form, all
         Beneficiary designations previously filed shall be canceled. 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.

10.3     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.

10.4     NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
         Beneficiary as provided in Sections 10.1 and 10.2 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.

10.5     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 Participant's Employer to withhold such payments until this matter
         is resolved to the Committee's satisfaction.

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

                                   ARTICLE 11
                                LEAVE OF ABSENCE

11.1     LEAVE OF ABSENCE. If a Participant is authorized by the Participant's
         Employer to take a paid or unpaid leave of absence from the employment
         of the Employer, the Participant (i) shall continue to be considered
         eligible for the benefits provided in Articles 4, 5, 6, 7, 8 or 9 in
         accordance with the provisions of those Articles, including vesting of
         Long-Term Incentive Contribution Amounts and Annual Company
         Contributions unless otherwise determined by the Employer in granting
         the leave of absence, and (ii) shall not be eligible to receive future
         Annual Company Contributions described in Section 3.2(b).

                                   ARTICLE 12
                     TERMINATION, AMENDMENT OR MODIFICATION

12.1     TERMINATION. Although each Employer anticipates that it will continue
         the Plan for an indefinite period of time, there is no guarantee that
         any Employer will continue the Plan or will not terminate the Plan at
         any time in the future. Accordingly, each Employer 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 any Employer, the Participation Agreements of the
         affected Participants who are employed by that Employer shall
         terminate, and their vested and nonforfeitable portion of their Account
         Balances shall be determined (i) as if they had experienced a
         Termination of Employment on the date of Plan termination if that date
         is before a Change in Control; (ii) as if they had experienced a
         Covered Termination on the date of Plan termination if that date is on
         or after a Change in control; or (iii) 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, an Employer 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
         Semi-Monthly Installment Method determined by the Committee 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,
         an Employer shall be required to pay such benefits in accordance with
         Articles 6, 7, 8 and 9; or (iii) after a Change in Control, if the Plan
         is terminated with respect to some or all of its Participants, the
         Employer shall be required to pay such

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         benefits in accordance with Section 5.2. The termination of the Plan
         shall not adversely affect any Participant or Beneficiary who has
         become entitled to the payment of any vested and nonforfeitable
         benefits under the Plan as of the date of termination; provided
         however, that the Employer shall have the right to accelerate
         installment payments without a premium or prepayment penalty by paying
         the vested and nonforfeitable portion of the Account Balance in a lump
         sum or pursuant to a Semi-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). If the Plan is terminated and a
         Participant would not otherwise be entitled to his or her entire
         Long-Term Incentive Account balance, the unvested portion(s) of the
         Participant's Long-Term Incentive Account balance shall become vested
         and be distributed to the Participant within sixty (60) days after the
         date on which such portion(s) would otherwise have become vested
         pursuant to Section 3.3(b) of the Plan had it not terminated; provided,
         however, the Participant must remain in continuous service as an
         Employee through such vesting date in order to receive a distribution
         of that portion.

12.2     AMENDMENT. Any Employer may, at any time, amend or modify the Plan in
         whole or in part with respect to that Employer 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 and nonforfeitable portion of the 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 12.2 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 vested and nonforfeitable under the Plan as of the date of the
         amendment or modification; provided, however, that the Employer shall
         have the right to accelerate installment payments by paying the vested
         and nonforfeitable portion of the Account Balance in a lump sum or
         pursuant to an Semi-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). Nothing in this Section 12.2 shall
         prevent the Employer from amending or modifying the Plan at any time to
         preserve its intended tax consequences.

12.3     PARTICIPATION AGREEMENT. Despite the provisions of Sections 12.1 and
         12.1 above, if a Participant's Participation Agreement contains
         benefits or limitations that are not

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         addressed in this Plan document, the Employer may only amend or
         terminate such provisions with the written consent of the Participant.
         Notwithstanding the preceding sentence, an Employer may modify, amend
         or discontinue Annual Company Contributions described in Section 3.2(b)
         at any time for any reason.

12.4     EFFECT OF PAYMENT. The full payment of the Participant's vested and
         nonforfeitable portion of the Account Balance under Articles 4, 5, 6,
         7, 8 or 9 of the Plan shall completely discharge all obligations to a
         Participant and his or her designated Beneficiaries under this Plan and
         the Participant's Participation Agreement shall terminate.

                                   ARTICLE 13
                                 ADMINISTRATION

13.1     COMMITTEE DUTIES. Except as otherwise provided in this Article 13, this
         Plan shall be administered by a Committee, which shall consist of the
         Chief Administrative Officer, Managing Director of Human Resources and
         Managing Director, President and Chief Executive Officer of Countrywide
         Securities Corporation. 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.

13.2     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 13.1 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

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         and after the occurrence of a Change in Control, the Administrator
         shall have no power to direct 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, Disability,
         Covered Termination, 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.

13.3     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 any Employer.

13.4     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.

13.5     INDEMNITY OF COMMITTEE. All Employers 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.

13.6     EMPLOYER INFORMATION. To enable the Committee and/or Administrator to
         perform its functions, the Company and each Employer 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, Disability,
         Covered Termination, death or Termination of Employment of its
         Participants, and such other pertinent information as the Committee or
         Administrator may reasonably require.

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Master Plan Document

                                   ARTICLE 14
                          OTHER BENEFITS AND AGREEMENTS

14.1     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 Participant's Employer. The
         Plan shall supplement and shall not supersede, modify or amend any
         other such plan or program except as may otherwise be expressly
         provided. For purpose of calculating "Bonus" under the Countrywide
         Financial Corporation Change in Control Severance Plan, any Long-Term
         Incentive Contribution Amount or Annual Company Contribution that is
         calculated based on services rendered in a specific calendar year shall
         be deemed to be a bonus paid or payable for such calendar year, even
         though such amounts may be contributed to the Plan and become vested
         and nonforfeitable in a later year.

                                   ARTICLE 15
                                CLAIMS PROCEDURES

15.1     PRESENTATION OF CLAIM. Any Participant, Beneficiary of a deceased
         Participant, or authorized representative of either of them (such
         person 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.

15.2     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

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Master Plan Document

                           (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 15.3 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.

15.3     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;

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

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

15.4     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

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Master Plan Document

         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).

15.5     LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
         this Article 15 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 16
                                      TRUST

16.1     ESTABLISHMENT OF THE TRUST. The Company shall establish a trust by a
         trust agreement with a third party, the trustee, (the "Trust"), and
         each Employer shall at least annually transfer over to the Trust such
         assets as the Employer 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 Company
         Contribution Amounts and Long-Term Incentive Contribution Amounts, for
         such Employer'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.

16.2     INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan
         and the Participation 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 Employers,
         Participants and the creditors of the Employers to the assets
         transferred to the Trust. Each Employer shall at all times remain
         liable to carry out its obligations under the Plan.

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Master Plan Document

16.3     DISTRIBUTIONS FROM THE TRUST. Each Employer'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
         Employer's obligations under this Plan.

                                   ARTICLE 17
                                  MISCELLANEOUS

17.1     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 an employer 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.

17.2     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 an Employer. For
         purposes of the payment of benefits under this Plan, any and all of an
         Employer's assets shall be, and remain, the general, unpledged
         unrestricted assets of the Employer. An Employer's obligation under the
         Plan shall be merely that of an unfunded and unsecured promise to pay
         money in the future.

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

17.4     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.

17.5     NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan
         shall not be deemed to constitute a contract of employment between any
         Employer 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

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Master Plan Document

         employment agreement. Nothing in this Plan shall be deemed to give a
         Participant the right to be retained in the service of any Employer as
         an Employee, or to interfere with the right of any Employer to
         discipline or discharge the Participant at any time.

17.6     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.

17.7     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.

17.8     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.

17.9     GOVERNING LAW. The Plan is subject to and shall be construed and
         interpreted in accordance with ERISA. To the extent state laws are not
         preempted by ERISA or other federal laws, this Plan shall be subject to
         and construed and interpreted in accordance with the laws of the State
         of California without regard to its conflicts of laws principles.

17.10    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, CA 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.

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

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Master Plan Document

17.12    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 interstate
         succession.

17.13    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.

17.14    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.

17.15    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 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.

17.16    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 Employer
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 and nonforfeitable portion of the 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.

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Master Plan Document

                  (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.

17.17    INSURANCE. The Employers, on their 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 Employers 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
         Employers 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 Employers have applied for
         insurance.

17.18    LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL. The Company and
         each Employer is aware that upon the occurrence of a Change in Control,
         the Board or the board of directors of a Participant's Employer (which
         might then be composed of new members) or a shareholder of the Company
         or the Participant's Employer, or of any successor corporation might
         then cause or attempt to cause the Company, the Participant's Employer
         or such successor to refuse to comply with its obligations under the
         Plan and might cause or attempt to cause the Company or the
         Participant's Employer 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, the Participant's Employer or any
         successor corporation has failed to comply with any of its obligations
         under the Plan or any agreement thereunder or, if the Company, such
         Employer 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 and the
         Participant's Employer irrevocably authorize such Participant to retain
         counsel of his or her choice at the expense of the Company and the
         Participant's Employer (who shall be jointly and severally liable) to
         represent such Participant in connection with the initiation or defense
         of any litigation or other legal action, whether by or against the
         Company, the Participant's Employer or any director, officer,
         shareholder or other person affiliated with the Company, the
         Participant's Employer or any successor thereto in any jurisdiction. In
         consideration of this right, each Participant shall hold the Company
         harmless from any loss or expense (including attorney's fees) that may
         arise if with respect to any litigation relating to this Plan (whether
         or not involving a Change in Control), the Participant unsuccessfully
         contests the applicability of ERISA to this Plan or commences an action
         relating to this Plan in state court.

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COUNTRYWIDE FINANCIAL CORPORATION
ERISA Nonqualified Pension Plan
Master Plan Document

IN WITNESS WHEREOF, the Company has signed this Plan document as of August, 12,
2003.

                               "Company"
                               Countrywide Financial Corporation, a Delaware
                               corporation

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

                                      -27-