0000950148-06-000063 Sample Contracts

COUNTRYWIDE FINANCIAL CORPORATION
Restricted Stock Unit Award Agreement • June 20th, 2006 • Countrywide Financial Corp • Mortgage bankers & loan correspondents

The Participant specified below has been granted these Restricted Stock Units (“RSUs”) by Countrywide Financial Corporation, a Delaware corporation (the “Company”) under the terms of the Countrywide Financial Corporation 2006 Equity Incentive Plan (the “Plan”). The RSUs shall be subject to the following terms and conditions set forth herein as well as the terms of the Plan (the “RSU Terms”).

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COUNTRYWIDE FINANCIAL CORPORATION
Stock Appreciation Rights Award Agreement • June 20th, 2006 • Countrywide Financial Corp • Mortgage bankers & loan correspondents

The Participant specified below has been granted these Stock Appreciation Rights (“SARs”) by Countrywide Financial Corporation, a Delaware corporation (the “Company”) under the terms of the Countrywide Financial Corporation 2006 Equity Incentive Plan (the “Plan”). The SARs shall be subject to the following terms and conditions set forth herein as well as the terms of the Plan (the “SAR Terms”).

COUNTRYWIDE FINANCIAL CORPORATION
Restricted Stock Award Agreement • June 20th, 2006 • Countrywide Financial Corp • Mortgage bankers & loan correspondents

The Participant specified below has been granted this Restricted Stock Award (“Award”) by Countrywide Financial Corporation, a Delaware corporation (the “Company”) under the terms of the Countrywide Financial Corporation 2006 Equity Incentive Plan (the “Plan”). The Award shall be subject to the following terms and conditions set forth herein as well as the terms of the Plan (the “Award Terms”).

COUNTRYWIDE FINANCIAL CORPORATION
Restricted Stock Award Agreement • June 20th, 2006 • Countrywide Financial Corp • Mortgage bankers & loan correspondents

The Participant specified below has been granted this Restricted Stock Award (“Award”) by Countrywide Financial Corporation, a Delaware corporation (the “Company”) under the terms of the Countrywide Financial Corporation 2006 Equity Incentive Plan (the “Plan”). The Award shall be subject to the following terms and conditions set forth herein as well as the terms of the Plan (the “Award Terms”).

SECOND AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • June 20th, 2006 • Countrywide Financial Corp • Mortgage bankers & loan correspondents

This SECOND AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT (this “Amendment”) is entered into as of June 14, 2006 between Countrywide Financial Corporation (formerly known as Countrywide Credit Industries, Inc.), a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, as rights agent (the “Rights Agent”).

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