<PAGE>
                                                                    EXHIBIT 4.17






                              DECLARATION OF TRUST

                                       OF

                              COUNTRYWIDE CAPITAL V

                          DATED AS OF NOVEMBER 20, 2001







<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                  Page
                                                                                  ----
<S>            <C>                                                                <C>
                                      ARTICLE I
                                     DEFINITIONS

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 V

                                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 V."
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.



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<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 V

        This Certificate of Trust of Countrywide Capital V dated November 20,
2001, is hereby duly executed and filed by the undersigned, as trustees of
Countrywide Capital V, 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 V."

        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