<PAGE>
                                                                    EXHIBIT 4.16





                                     DECLARATION OF TRUST

                                              OF

                                    COUNTRYWIDE CAPITAL IV

                                DATED AS OF NOVEMBER 20, 2001


<PAGE>




                                      TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                     PAGE

                                     ARTICLE I
                                    DEFINITIONS

<S>              <C>                                                                  <C>
SECTION 1.1.     Definitions............................................................1

                                     ARTICLE II
                                    ORGANIZATION

SECTION 2.1.     Name...................................................................3
SECTION 2.2.     Office.................................................................3
SECTION 2.3.     Purpose................................................................3
SECTION 2.4.     Authority..............................................................4
SECTION 2.5.     Title to Property of the Trust.........................................4
SECTION 2.6.     Powers of the Trustees.................................................4
SECTION 2.7.     Filing of Certificate of Trust.........................................5
SECTION 2.8.     Duration of Trust......................................................5
SECTION 2.9.     Responsibilities of the Sponsor........................................5
SECTION 2.10.    Declaration Binding on Securities Holders..............................6

                                    ARTICLE III
                                      TRUSTEES

SECTION 3.1.     Trustees...............................................................6
SECTION 3.2.     Regular Trustees.......................................................6
SECTION 3.3.     Delaware Trustee.......................................................7
SECTION 3.4.     Institutional Trustee..................................................7
SECTION 3.5.     Not Responsible for Recitals or Sufficiency of Declaration.............7

                                     ARTICLE IV
                 LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES,
                                 TRUSTEES OR OTHERS

SECTION 4.1.     Exculpation............................................................8
SECTION 4.2.     Fiduciary Duty.........................................................8
SECTION 4.3.     Indemnification........................................................9
SECTION 4.4.     Outside Businesses....................................................13

                                     ARTICLE V
                       AMENDMENTS, TERMINATION, MISCELLANEOUS

SECTION 5.1.     Amendments............................................................13
SECTION 5.2.     Termination of Trust..................................................13
SECTION 5.3.     Governing Law.........................................................14
SECTION 5.4.     Headings..............................................................14
SECTION 5.5.     Successors and Assigns................................................14
SECTION 5.6.     Partial Enforceability................................................14
SECTION 5.7.     Counterparts..........................................................14
</TABLE>


                                       i
<PAGE>






                              DECLARATION OF TRUST

                                       OF

                             COUNTRYWIDE CAPITAL IV

                                NOVEMBER 20, 2001

     DECLARATION OF TRUST ("Declaration") dated and effective as of November 20,
2001 by the Trustees (as defined herein), the Sponsor (as defined herein), and
by the holders, from time to time, of undivided beneficial interests in the
Trust to be issued pursuant to this Declaration;

     WHEREAS, the Trustees and the Sponsor desire to establish a trust (the
"Trust") pursuant to the Delaware Business Trust Act for the purpose of issuing
and selling the Preferred Securities (as defined herein) and investing the
proceeds thereof in certain Debentures of the Debenture Issuer (as both terms
are defined herein); and

     NOW, THEREFORE, it being the intention of the parties hereto that the Trust
constitute a business trust under the Business Trust Act and that this
Declaration constitute the governing instrument of such business trust, the
Trustees declare that all assets contributed to the Trust will be held in trust
for the exclusive benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.

                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.1.      Definitions.

     Unless the context otherwise requires:

          (a)  capitalized terms used in this Declaration but not defined in the
               preamble above have the respective meanings assigned to them in
               this Section 1.1;

          (b)  a term defined anywhere in this Declaration has the same meaning
               throughout;

          (c)  all references to "the Declaration" or "this Declaration" are to
               this Declaration of Trust as modified, supplemented or amended
               from time to time;

          (d)  all references in this Declaration to Articles and Sections are
               to Articles and Sections of this Declaration unless otherwise
               specified; and




                                       1
<PAGE>

          (e)  a reference to the singular includes the plural and vice versa.

     "Affiliate" has the same meaning as given to that term in Rule 405 of the
Securities Act or any successor rule thereunder.

     "Business Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12
Del. Code Section 3801 et seq., as it may be amended from time to time, or any
successor legislation.

     "Commission" means the Securities and Exchange Commission.

     "Common Security" means a security representing an undivided beneficial
interest in the assets of the Trust with such terms as may be set out in any
amendment to this Declaration.

     "Covered Person" means (a) any officer, director, shareholder, partner,
member, representative, employee or agent of (i) the Trust or (ii) the Trust's
Affiliates and (b) any holder of Securities.

     "Debenture Issuer" means the issuer of the Debentures under the Indenture.

     "Debentures" means the series of Debentures to be issued by the Debenture
Issuer and acquired by the Trust.

     "Debenture Issuer Indemnified Person" means (a) any Regular Trustee; (b)
any Affiliate of any Regular Trustee; (c) any officers, directors, shareholders,
members, partners, employees, representatives or agents of any Regular Trustee;
or (d) any employee or agent of the Trust or its Affiliates.

     "Debt Trustee" means The Bank of New York, as trustee under the Indenture
until a successor is appointed thereunder, and thereafter means such successor
trustee.

     "Delaware Trustee" has the meaning set forth in Section 3.1.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time or any successor legislation.

     "Fiduciary Indemnified Person" has the meaning set forth in Section 4.3(b).

     "Indemnified Person" means a Debenture Issuer Indemnified Person or a
Fiduciary Indemnified Person.

     "Indenture" means the indenture pursuant to which the Debentures are to be
issued and any indenture supplemental thereto.

     "Institutional Trustee" has the meaning set forth in Section 3.4.

     "Parent" means Countrywide Credit Industries, Inc., a Delaware corporation,
or any successor entity in a merger or consolidation.




                                       2
<PAGE>

     "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

     "Preferred Security" means a security representing an undivided beneficial
interest in the assets of the Trust with such terms as may be set out in any
amendment to this Declaration.

     "Regular Trustee" means any Trustee other than the Delaware Trustee and the
Institutional Trustee.

     "Securities" means the Common Securities and the Preferred Securities.

     "Securities Act" means the Securities Act of 1933, as amended from time to
time, or any successor legislation.

     "Sponsor" means the Parent in its capacity as sponsor of the Trust.

     "Trustee" or "Trustees" means each Person who has signed this Declaration
as a trustee, so long as such Person shall continue in office in accordance with
the terms hereof, and all other Persons who may from time to time be duly
appointed, qualified and serving as Trustees in accordance with the provisions
hereof, and references herein to a Trustee or the Trustees shall refer to such
Person or Persons solely in their capacity as trustees hereunder.


                                   ARTICLE II

                                  ORGANIZATION

SECTION 2.1.      Name.

     The Trust created by this Declaration is named "Countrywide Capital IV."
The activities of the Trust may be conducted under the name of the Trust or any
other name deemed advisable by the Regular Trustees.

SECTION 2.2.      Office.

     The address of the principal office of the Trust is c/o Countrywide Credit
Industries, Inc., 4500 Park Granada, Calabasas, CA 91302. At any time, the
Regular Trustees may designate another principal office.

SECTION 2.3.      Purpose.

     The exclusive purposes and functions of the Trust are either (a) to issue
and sell the Securities and use the proceeds from such sale to acquire the
Debentures or (b) to issue the Common Securities to the Parent in exchange for
cash and to invest the proceeds thereof and in each case to engage in only those
other activities necessary or incidental thereto. The Trust shall not borrow
money, issue debt or reinvest proceeds derived from investments, pledge any of
its assets, or otherwise undertake (or permit to be undertaken) any activity
that would cause the Trust not to be classified for United States federal income
tax purposes as a grantor trust.




                                       3
<PAGE>

SECTION 2.4.      Authority.

     Subject to the limitations provided in this Declaration, the Regular
Trustees shall have exclusive and complete authority to carry out the purposes
of the Trust. An action taken by the Regular Trustees in accordance with their
powers shall constitute the act of and serve to bind the Trust. In dealing with
the Regular Trustees acting on behalf of the Trust, no Person shall be required
to inquire into the authority of the Regular Trustees to bind the Trust. Persons
dealing with the Trust are entitled to rely conclusively on the power and
authority of the Regular Trustees as set forth in this Declaration.

SECTION 2.5.      Title to Property of the Trust.

     Legal title to all assets of the Trust shall be vested in the Trust.

SECTION 2.6.      Powers of the Trustees.

     The Regular Trustees shall have the exclusive power and authority to cause
the Trust to engage in the following activities:

          (a)  to issue the Preferred Securities and the Common Securities in
               accordance with this Declaration, in connection with the sale of
               the Preferred Securities; provided, however, that the Trust may
               issue no more than one series of Preferred Securities and no more
               than one series of Common Securities, and, provided further, that
               there shall be no interests in the Trust other than the
               Securities and the issuance of the Securities shall be limited to
               the simultaneous issuance of both Preferred Securities and Common
               Securities;

          (b)  in connection with the issue and either sale or exchange of the
               Preferred Securities to:

               (i)       execute and file with the Commission one or more
                         registration statements on Form S-3 or Form S-4
                         prepared by the Sponsor, including any and all
                         amendments thereto in relation to the Preferred
                         Securities;

               (ii)      execute and file any documents prepared by the Sponsor,
                         or take any acts as determined by the Sponsor to be
                         necessary in order to qualify or register all or part
                         of the Preferred Securities in any State in which the
                         Sponsor has determined to qualify or register such
                         Preferred Securities for sale or exchange;

               (iii)     execute and file an application, prepared by the
                         Sponsor, to the New York Stock Exchange or any other
                         national stock exchange or the Nasdaq Stock Market's
                         National Market for listing or quotation upon notice of
                         issuance of any Preferred Securities;



                                       4
<PAGE>

                (iv)     execute and file with the Commission a registration
                         statement on Form 8-A, including any amendments
                         thereto, prepared by the Sponsor relating to the
                         registration of the Preferred Securities under Section
                         12(b) of the Exchange Act; and

                (v)      prepare, execute and file with the Commission an Issuer
                         Tender Offer Statement on Schedule 13E-3 or Schedule
                         13E-4, as necessary, or any other appropriate document
                         or schedule, and any amendments thereto.

          (c)  to employ or otherwise engage employees and agents (who may be
               designated as officers with titles) and managers, contractors,
               advisors, and consultants and provide for reasonable compensation
               for such services;

          (d)  to incur expenses which are necessary or incidental to carry out
               any of the purposes of this Declaration; and

          (e)  to execute all documents or instruments, perform all duties and
               powers, and do all things for and on behalf of the Trust in all
               matters necessary or incidental to the foregoing.

SECTION 2.7.      Filing of Certificate of Trust.

     On or after the date of execution of this Declaration, the Trustees shall
cause the filing of the Certificate of Trust for the Trust in the form attached
hereto as Exhibit A with the Secretary of State of the State of Delaware.

SECTION 2.8.      Duration of Trust.

     The Trust, absent dissolution pursuant to the provisions of Section 5.2,
shall dissolve on November 20, 2056.

SECTION 2.9.      Responsibilities of the Sponsor.

     In connection with the issue and sale of the Preferred Securities, the
Sponsor shall have the exclusive right and responsibility to engage in the
following activities:

          (a)  to prepare for filing by the Trust with the Commission one or
               more registration statements on Form S-3 or Form S-4 in relation
               to the Preferred Securities, including any amendments thereto;

          (b)  to determine the States in which to take appropriate action to
               qualify or register for sale or exchange of all or part of the
               Preferred Securities and to do any and all such acts, other than
               actions which must be taken by the Trust, and advise the Trust of
               actions it must take, and prepare for execution and filing any



                                       5
<PAGE>

               documents to be executed and filed by the Trust, as the Sponsor
               deems necessary or advisable in order to comply with the
               applicable laws of any such States;

          (c)  to prepare for filing by the Trust an application to the New York
               Stock Exchange or any other national stock exchange or the Nasdaq
               National Market for listing or quotation upon notice of issuance
               of any Preferred Securities;

          (d)  to prepare for filing by the Trust with the Commission a
               registration statement on Form 8-A relating to the registration
               of the class of Preferred Securities under Section 12(b) of the
               Exchange Act, including any amendments thereto;

          (e)  to prepare for filing by the Trust with the Commission an Issuer
               Tender Offer Statement on Schedule 13E-3 or Schedule 13E-4, as
               necessary, or any other appropriate document or schedule and any
               amendments thereto; and

          (f)  to negotiate, on behalf of the Trust, the terms of, and execute
               and deliver, an underwriting agreement and pricing agreement
               providing for the sale of the Preferred Securities.

SECTION 2.10.     Declaration Binding on Securities Holders.

        Every Person by virtue of having become a holder of a Security or any
interest therein in accordance with the terms of this Declaration, shall be
deemed to have expressly assented and agreed to the terms of, and shall be bound
by, this Declaration.

                                   ARTICLE III

                                    TRUSTEES

SECTION 3.1.      Trustees.

     The number of Trustees initially shall be four (4), and thereafter the
number of Trustees shall be such number as shall be fixed from time to time by a
written instrument signed by the Sponsor. The Sponsor is entitled to appoint or
remove without cause any Trustee at any time; provided, however, that the number
of Trustees shall in no event be less than two (2); provided further that one
Trustee, in the case of a natural person, shall be a person who is a resident of
the State of Delaware or that, if not a natural person, is an entity which has
its principal place of business in the State of Delaware (the "Delaware
Trustee"); provided further that there shall be at least one trustee who is an
employee or officer of, or is affiliated with, the Parent (a "Regular Trustee").

SECTION 3.2.      Regular Trustees.

     The initial Regular Trustees shall be Sandor E. Samuels, Thomas K.
McLaughlin and Jennifer Sandefur.




                                       6
<PAGE>

          (a)  Except as expressly set forth in this Declaration, any power of
               the Regular Trustees may be exercised by, or with the consent of,
               any one such Regular Trustee;

          (b)  unless otherwise determined by the Regular Trustees, and except
               as otherwise required by the Business Trust Act, any Regular
               Trustee is authorized to execute on behalf of the Trust any
               documents which the Regular Trustees have the power and authority
               to cause the Trust to execute pursuant to Section 2.6; and

          (c)  a Regular Trustee may, by power of attorney consistent with
               applicable law, delegate to any other natural person over the age
               of 21 his or her power for the purposes of signing any documents
               which the Regular Trustees have power and authority to cause the
               Trust to execute pursuant to Section 2.6.

SECTION 3.3.      Delaware Trustee.

     The initial Delaware Trustee shall be The Bank of New York (Delaware).

     Notwithstanding any other provision of this Declaration, the Delaware
Trustee shall not be entitled to exercise any of the powers, nor shall the
Delaware Trustee have any of the duties and responsibilities of the Regular
Trustees described in this Declaration. The Delaware Trustee shall be a Trustee
for the sole and limited purpose of fulfilling the requirements of Section 3807
of the Business Trust Act. Notwithstanding anything herein to the contrary, the
Delaware Trustee shall not be liable for the acts or omissions to act of the
Trust or of the Regular Trustees except such acts as the Delaware Trustee is
expressly obligated or authorized to undertake under this Declaration or the
Business Trust Act and except for the gross negligence or willful misconduct of
the Delaware Trustee. The Delaware Trustee may resign upon thirty (30) days'
prior notice to the Sponsor.

SECTION 3.4.      Institutional Trustee.

     Prior to the issuance of the Preferred Securities and Common Securities,
the Sponsor shall appoint another trustee (the "Institutional Trustee") meeting
the requirements of an eligible trustee of the Trust Indenture Act of 1939, as
amended, by the execution of an amendment to this Declaration executed by the
Regular Trustees, the Sponsor, the Institutional Trustee and the Delaware
Trustee.

SECTION 3.5.      Not Responsible for Recitals or Sufficiency of Declaration.

     The recitals contained in this Declaration shall be taken as the statements
of the Sponsor, and the Trustees do not assume any responsibility for their
correctness. The Trustees make no representations as to the value or condition
of the property of the Trust or any part thereof. The Trustees make no
representations as to the validity or sufficiency of this Declaration.



                                       7
<PAGE>

                                   ARTICLE IV
                           LIMITATION OF LIABILITY OF
                    HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 4.1.      Exculpation.

          (a)  No Indemnified Person shall be liable, responsible or accountable
               in damages or otherwise to the Trust or any Covered Person for
               any loss, damage or claim incurred by reason of any act or
               omission performed or omitted by such Indemnified Person in good
               faith on behalf of the Trust and in a manner such Indemnified
               Person reasonably believed to be within the scope of the
               authority conferred on such Indemnified Person by this
               Declaration or by law, except that an Indemnified Person shall be
               liable for any such loss, damage or claim incurred by reason of
               such Indemnified Person's negligence or willful misconduct with
               respect to such acts or omissions; and

          (b)  An Indemnified Person shall be fully protected in relying in good
               faith upon the records of the Trust and upon such information,
               opinions, reports or statements presented to the Trust by any
               Person as to matters the Indemnified Person reasonably believes
               are within such other Person's professional or expert competence
               and who has been selected with reasonable care by or on behalf of
               the Trust, including information, opinions, reports or statements
               as to the value and amount of the assets, liabilities, profits,
               losses, or any other facts pertinent to the existence and amount
               of assets from which distributions to holders of Securities might
               properly be paid.

SECTION 4.2.      Fiduciary Duty.

          (a)  To the extent that, at law or in equity, an Indemnified Person
               has duties (including fiduciary duties) and liabilities relating
               thereto to the Trust or to any other Covered Person, an
               Indemnified Person acting under this Declaration shall not be
               liable to the Trust or to any other Covered Person for its good
               faith reliance on the provisions of this Declaration. The
               provisions of this Declaration, to the extent that they restrict
               the duties and liabilities of an Indemnified Person otherwise
               existing at law or in equity, are agreed by the parties hereto to
               replace such other duties and liabilities of such Indemnified
               Person;

          (b)  Unless otherwise expressly provided herein:

               (i)  whenever a conflict of interest exists or arises between
                    Covered Persons, or



                                       8
<PAGE>

               (ii) whenever this Declaration or any other agreement
                    contemplated herein or therein provides that an Indemnified
                    Person shall act in a manner that is, or provides terms that
                    are, fair and reasonable to the Trust or any holder of
                    Securities,

               the Indemnified Person shall resolve such conflict of interest,
               take such action or provide such terms, considering in each case
               the relative interest of each party (including its own interest)
               to such conflict, agreement, transaction or situation and the
               benefits and burdens relating to such interests, any customary or
               accepted industry practices, and any applicable generally
               accepted accounting practices or principles. In the absence of
               bad faith by the Indemnified Person, the resolution, action or
               term so made, taken or provided by the Indemnified Person shall
               not constitute a breach of this Declaration or any other
               agreement contemplated herein or of any duty or obligation of the
               Indemnified Person at law or in equity or otherwise; and

          (c)  Whenever in this Declaration an Indemnified Person is permitted
               or required to make a decision:

               (i)  in its "discretion" or under a grant of similar authority,
                    the Indemnified Person shall be entitled to consider such
                    interests and factors as it desires, including its own
                    interests, and shall have no duty or obligation to give any
                    consideration to any interest of or factors affecting the
                    Trust or any other Person; or

               (ii) in its "good faith" or under another express standard, the
                    Indemnified Person shall act under such express standard and
                    shall not be subject to any other or different standard
                    imposed by this Declaration or by applicable law.

SECTION 4.3.      Indemnification.

          (a)  (i)  The Sponsor shall indemnify, to the full extent
                    permitted by law, any Debenture Issuer Indemnified Person
                    who was or is a party or is threatened to be made a party to
                    any threatened, pending or completed action, suit or
                    proceeding, whether civil, criminal, administrative or
                    investigative (other than an action by or in the right of
                    the Trust) by reason of the fact that he is or was a
                    Debenture Issuer Indemnified Person against expenses
                    (including attorneys' fees), judgments, fines and amounts
                    paid in settlement actually and reasonably incurred by him
                    in connection with such action, suit or proceeding except
                    that



                                       9
<PAGE>

                         no Debenture Issuer Indemnified Person will be
                         indemnified for such Debenture Issuer Indemnified
                         Person's own gross negligence or willful misconduct.
                         The termination of any action, suit or proceeding by
                         judgment, order, settlement, conviction, or upon a plea
                         of nolo contendere or its equivalent, shall not, of
                         itself, create a presumption that the Debenture Issuer
                         Indemnified Person did not act in good faith and in a
                         manner which he reasonably believed to be in or not
                         opposed to the best interests of the Trust, and, with
                         respect to any criminal action or proceeding, had
                         reasonable cause to believe that his conduct was
                         unlawful.

               (ii)      The Sponsor shall indemnify, to the full extent
                         permitted by law, any Debenture Issuer Indemnified
                         Person who was or is a party or is threatened to be
                         made a party to any threatened, pending or completed
                         action or suit by or in the right of the Trust to
                         procure a judgment in its favor by reason of the fact
                         that he is or was a Debenture Issuer Indemnified Person
                         against expenses (including attorneys' fees) actually
                         and reasonably incurred by him in connection with the
                         defense or settlement of such action or suit except
                         that no Debenture Issuer Indemnified Person will be
                         indemnified for such Debenture Issuer Indemnified
                         Person's own gross negligence or willful misconduct and
                         except that no such indemnification shall be made in
                         respect of any claim, issue or matter as to which such
                         Debenture Issuer Indemnified Person shall have been
                         adjudged to be liable to the Trust unless and only to
                         the extent that the Court of Chancery of Delaware or
                         the court in which such action or suit was brought
                         shall determine upon application that, despite the
                         adjudication of liability but in view of all the
                         circumstances of the case, such person is fairly and
                         reasonably entitled to indemnity for such expenses
                         which such Court of Chancery or such other court shall
                         deem proper.

               (iii)     To the extent that a Debenture Issuer Indemnified
                         Person shall be successful on the merits or otherwise
                         (including dismissal of an action without prejudice or
                         the settlement of an action without admission of
                         liability) in defense of any action, suit or proceeding
                         referred to in paragraphs (i) and (ii) of this Section
                         4.3(a), or in defense of any claim, issue of matter
                         therein, he shall be indemnified, to the full extent
                         permitted by law, against expenses (including
                         attorneys' fees) actually and reasonably incurred by
                         him in connection therewith.




                                       10
<PAGE>

               (iv)      Any indemnification under paragraphs (i) and (ii) of
                         this Section 4.3(a) (unless ordered by a court) shall
                         be made by the Sponsor only as authorized in the
                         specific case upon a determination that indemnification
                         of the Debenture Issuer Indemnified Person is proper in
                         the circumstances because he has met the applicable
                         standard of conduct set forth in paragraphs (i) and
                         (ii). Such determination shall be made (1) by the
                         Regular Trustees by a majority vote of a quorum
                         consisting of such Regular Trustees who were not
                         parties to such action, suit or proceeding, (2) if such
                         a quorum is not obtainable, or, even if obtainable, if
                         a quorum of disinterested Regular Trustees so directs,
                         by independent legal counsel in a written opinion, or
                         (3) by the Common Security Holder of the Trust.

               (v)       Expenses (including attorneys' fees) incurred by a
                         Debenture Issuer Indemnified Person in defending a
                         civil, criminal, administrative or investigative
                         action, suit or proceeding referred to in paragraphs
                         (i) and (ii) of this Section 4.3(a) shall be paid by
                         the Sponsor in advance of the final disposition of such
                         action, suit or proceeding upon receipt of an
                         undertaking by or on behalf of such Debenture Issuer
                         Indemnified Person to repay such amount if it shall
                         ultimately be determined that he is not entitled to be
                         indemnified by the Sponsor as authorized in this
                         Section 4.3(a). Notwithstanding the foregoing, no
                         advance shall be made by the Sponsor if a determination
                         is reasonably and promptly made (i) by the Regular
                         Trustees by a majority vote of a quorum of
                         disinterested Regular Trustees, (ii) if such a quorum
                         is not obtainable, or, even if obtainable, if a quorum
                         of disinterested Regular Trustees so directs, by
                         independent legal counsel in a written opinion or (iii)
                         the Common Security Holder of the Trust, that, based
                         upon the facts known to the Regular Trustees, counsel
                         or the Common Security Holder at the time such
                         determination is made, such Debenture Issuer
                         Indemnified Person's actions constituted gross
                         negligence or willful misconduct. In no event shall any
                         advance be made in instances where the Regular
                         Trustees, independent legal counsel or Common Security
                         Holder reasonably determine that such person
                         deliberately breached his duty to the Trust or its
                         Common or Preferred Security Holders.

               (vi)      The indemnification and advancement of expenses
                         provided by, or granted pursuant to, the other
                         paragraphs of this Section 4.3(a) shall not be deemed
                         exclusive of any other rights to which those seeking
                         indemnification and



                                       11
<PAGE>

                         advancement of expenses may be entitled under any
                         agreement, vote of stockholders or disinterested
                         directors of the Sponsor or Preferred Security Holders
                         of the Trust or otherwise, both as to action in his
                         official capacity and as to action in another capacity
                         while holding such office. All rights to
                         indemnification under this Section 4.3(a) shall be
                         deemed to be provided by a contract between the Sponsor
                         and each Debenture Issuer Indemnified Person who serves
                         in such capacity at any time while this Section 4.3(a)
                         is in effect. Any repeal or modification of this
                         Section 4.3(a) shall not affect any rights or
                         obligations then existing.

               (vii)     The Sponsor or the Trust may purchase and maintain
                         insurance on behalf of any Person who is or was a
                         Debenture Issuer Indemnified Person against any
                         liability asserted against him and incurred by him in
                         any such capacity, or arising out of his status as
                         such, whether or not the Sponsor would have the power
                         to indemnify him against such liability under the
                         provisions of this Section 4.3(a).

               (viii)    For purposes of this Section 4.3(a), references to
                         "the Trust" shall include, in addition to the resulting
                         or surviving entity, any constituent entity (including
                         any constituent of a constituent) absorbed in a
                         consolidation or merger, so that any Person who is or
                         was a director, trustee, officer or employee of such
                         constituent entity, or is or was serving at the request
                         of such constituent entity as a director, trustee,
                         officer, employee or agent of another entity, shall
                         stand in the same position under the provisions of this
                         Section 4.3(a) with respect to the resulting or
                         surviving entity as he would have with respect to such
                         constituent entity if its separate existence had
                         continued.

               (ix)      The indemnification and advancement of expenses
                         provided by, or granted pursuant to, this Section
                         4.3(a) shall, unless otherwise provided when authorized
                         or ratified, continue as to a person who has ceased to
                         be a Debenture Issuer Indemnified Person and shall
                         inure to the benefit of the heirs, executors and
                         administrators of such a Person.

          (b)  The Sponsor agrees to indemnify (i) the Delaware Trustee, (ii)
               any Affiliate of the Delaware Trustee, and (iii) any officers,
               directors, shareholders, members, partners, employees,
               representatives, nominees, custodians or agents of the Delaware
               Trustee (each of the Persons in (i) through (iii) being referred
               to as a "Fiduciary



                                       12
<PAGE>

               Indemnified Person") for, and to hold each Fiduciary Indemnified
               Person harmless against, any and all losses, liabilities or
               expenses incurred without gross negligence or willful misconduct
               on its part, arising out of or in connection with the acceptance
               or administration of the trust or trusts hereunder, including the
               costs and expenses (including reasonable legal fees and expenses)
               of defending itself against, or investigating, any claim or
               liability in connection with the exercise or performance of any
               of its powers or duties hereunder. The obligation to indemnify as
               set forth in this Section 4.3(b) shall survive the termination of
               this Declaration and the resignation or removal of the Delaware
               Trustee.

SECTION 4.4.      Outside Businesses.

     Any Covered Person, the Sponsor and the Delaware Trustee may engage in or
possess an interest in other business ventures of any nature or description,
independently or with others, similar or dissimilar to the business of the
Trust, and the Trust and the holders of Securities shall have no rights by
virtue of this Declaration in and to such independent ventures or the income or
profits derived therefrom and the pursuit of any such venture, even if
competitive with the business of the Trust, shall not be deemed wrongful or
improper. No Covered Person, the Sponsor or the Delaware Trustee shall be
obligated to present any particular investment or other opportunity to the Trust
even if such opportunity is of a character that, if presented to the Trust,
could be taken by the Trust, and any Covered Person, the Sponsor and the
Delaware Trustee shall have the right to take for its own account (individually
or as a partner or fiduciary) or to recommend to others any such particular
investment or other opportunity. Any Covered Person and the Delaware Trustee may
engage or be interested in any financial or other transaction with the Sponsor
or any Affiliate of the Sponsor, or may act as depositary for, trustee or agent
for or may act on any committee or body of holders of, securities or other
obligations of the Sponsor or its Affiliates.


                                    ARTICLE V
                     AMENDMENTS, TERMINATION, MISCELLANEOUS

SECTION 5.1.      Amendments.

     At any time before the issue of any Securities, this Declaration may be
amended by, and only by, a written instrument executed by all of the Regular
Trustees and the Sponsor.

SECTION 5.2.      Termination of Trust.

          (a)  The Trust shall terminate and be of no further force or effect:

               (i)   upon the bankruptcy of the Sponsor or the Debenture Issuer;

               (ii)  upon the filing of a certificate of dissolution or its
                     equivalent with respect to the Sponsor or the Debenture



                                       13
<PAGE>

                    Issuer or the revocation of the Sponsor's or the Debenture
                    Issuer's charter or of the Trust's certificate of trust;

               (iii) upon the entry of a decree of judicial dissolution of the
                     Sponsor, the Debenture Issuer or the Trust; and

               (iv)  before the issue of any Securities, with the consent of all
                     of the Regular Trustees and the Sponsor; and

          (b)  As soon as is practicable after the occurrence of an event
               referred to in Section 5.2(a), the Trustees shall file a
               certificate of cancellation with the Secretary of State of the
               State of Delaware.

SECTION 5.3.      Governing Law.

     This Declaration and the rights of the parties hereunder shall be governed
by and interpreted in accordance with the laws of the State of Delaware and all
rights and remedies shall be governed by such laws without regard to principles
of conflict of laws.

SECTION 5.4.      Headings.

     Headings contained in this Declaration are inserted for convenience of
reference only and do not affect the interpretation of this Declaration or any
provision hereof.

SECTION 5.5.      Successors and Assigns.

     Whenever in this Declaration any of the parties hereto is named or referred
to, the successors and assigns of such party shall be deemed to be included, and
all covenants and agreements in this Declaration by the Sponsor and the Trustees
shall bind and inure to the benefit of their respective successors and assigns,
whether so expressed.

SECTION 5.6.      Partial Enforceability.

     If any provision of this Declaration, or the application of such provision
to any Person or circumstance, shall be held invalid, the remainder of this
Declaration, or the application of such provision to persons or circumstances
other than those to which it is held invalid, shall not be affected thereby.

SECTION 5.7.      Counterparts.

     This Declaration may contain more than one counterpart of the signature
page and this Declaration may be executed by the affixing of the signature of
each of the Trustees to one of such counterpart signature pages. All of such
counterpart signature pages shall be read as though one, and they shall have the
same force and effect as though all of the signers had signed a single signature
page.



                                       14
<PAGE>

        IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.



                                            ------------------------------------
                                            Name:  Sandor E. Samuels
                                            Title: Regular Trustee



                                            ------------------------------------
                                            Name:  Thomas K. McLaughlin
                                            Title: Regular Trustee


\
                                            ------------------------------------
                                            Name:  Jennifer Sandefur
                                            Title: Regular Trustee


                                            THE BANK OF NEW YORK (DELAWARE),
                                            as Delaware Trustee



                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:


                                            COUNTRYWIDE CREDIT INDUSTRIES, INC.,
                                            as Sponsor



                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:



                                       15
<PAGE>

                                    EXHIBIT A

                              CERTIFICATE OF TRUST

                                       OF

                             COUNTRYWIDE CAPITAL IV

     This Certificate of Trust of Countrywide Capital IV dated November 20,
2001, is hereby duly executed and filed by the undersigned, as trustees of
Countrywide Capital IV, for the purpose of forming a business trust under the
Delaware Business Trust Act, 12 Del. C. Section 3801 et seq. The undersigned, as
trustees, do hereby certify as follows:

     1.   Name. The name of the business trust formed hereby (the "Trust") is
"Countrywide Capital IV."

     2.   Delaware Trustee. The name and business address of the trustee of the
Trust which has its principal place of business in the State of Delaware, as
required by 12 Del. C. Sec. 3807(a), is The Bank of New York (Delaware), White
Clay Center, Route 273, Newark, Delaware 19711.

     3.   Effective Date. This Certificate of Trust shall be effective as of the
date of its filing.

     IN WITNESS WHEREOF, the undersigned, being the sole trustees of the Trust
at the time of filing of this Certificate of Trust, have executed this
Certificate of Trust as of the date first above written.



                                            -----------------------------------
                                            Name:  Sandor E. Samuels
                                            Title: Regular Trustee



                                            -----------------------------------
                                            Name:  Thomas K. McLaughlin
                                            Title: Regular Trustee



                                            -----------------------------------
                                            Name:  Jennifer Sandefur
                                            Title: Regular Trustee



                                       16
<PAGE>

                                            The Bank of New York (Delaware), as
                                            Delaware Trustee



                                            By:
                                               --------------------------------
                                            Name:
                                            Title:


                                       17