COUNTRYWIDE FINANCIAL CORP Contracts & Agreements

Exhibit Number (Filed With SEC on October 14, 2008)

RED OAK MERGER CORPORATION (Filed With SEC on July 8, 2008)

RED OAK MERGER CORPORATION FIRST SUPPLEMENTAL INDENTURE (Filed With SEC on July 8, 2008)

RED OAK MERGER CORPORATION (Filed With SEC on July 8, 2008)

FIRST SUPPLEMENTAL INDENTURE (Filed With SEC on July 8, 2008)

RED OAK MERGER CORPORATION (Filed With SEC on July 8, 2008)

SECOND SUPPLEMENTAL TRUST DEED (Filed With SEC on July 8, 2008)

FIFTH SUPPLEMENTAL TRUST DEED (Filed With SEC on July 8, 2008)

Contents Note Deed Poll 1 Assumption 2 Assumption of the Notes 2 Name 2 Benefit and entitlement 3 Rights independent 3 Noteholders bound 3 Direction to hold this First... (Filed With SEC on July 8, 2008)

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on April 3, 2008)

ANGELO R. MOZILO, LL.D. 4500 Park GranadaChairman and Chief Executive Officer Calabasas,California 91302 ###-###-#### (Filed With SEC on January 30, 2008)

AGREEMENT AND PLAN OF MERGER by and among COUNTRYWIDE FINANCIAL CORPORATION, BANK OF AMERICA CORPORATION and RED OAK MERGER CORPORATION _____________________ DATED AS OF JANUARY... (Filed With SEC on January 17, 2008)

FOURTH AMENDMENT TO RIGHTS AGREEMENT (Filed With SEC on January 17, 2008)

REGISTRATION RIGHTS AGREEMENT By and Between BANK OF AMERICA, N.A. and COUNTRYWIDE FINANCIAL CORPORATION (Filed With SEC on August 28, 2007)

INVESTMENT AGREEMENT By and Between BANK OF AMERICA, N.A. and COUNTRYWIDE FINANCIAL CORPORATION Dated as of August 22, 2007 (Filed With SEC on August 28, 2007)

THIRD AMENDMENT TO RIGHTS AGREEMENT (Filed With SEC on August 28, 2007)

FIRST AMENDMENT TO COUNTRYWIDE FINANCIAL CORPORATION DIRECTOR EMERITUS PROGRAM (Filed With SEC on August 9, 2007)

Countrywide Financial Corporation Directors Charitable Award Program (Filed With SEC on August 9, 2007)

COUNTRYWIDE FINANCIAL CORPORATION SUPPLEMENTAL SAVINGS AND INVESTMENT DEFERRED COMPENSATION PLAN Effective February 1, 2006 (Filed With SEC on August 9, 2007)

COUNTRYWIDE FINANCIAL CORPORATION (Filed With SEC on May 29, 2007)

COUNTRYWIDE FINANCIAL CORPORATION $2,000,000,000 SERIES A FLOATING RATE CONVERTIBLEDEBENTURES DUE 2037 $2,000,000,000 SERIES B FLOATING RATE CONVERTIBLEDEBENTURES DUE 2037 FULLY... (Filed With SEC on May 29, 2007)

COUNTRYWIDE FINANCIAL CORPORATION Series A Floating Rate Convertible Debentures Due 2037 Series B Floating Rate Convertible Debentures Due 2037 Purchase Agreement (Filed With SEC on May 22, 2007)

FOURTHAMENDMENT TO COUNTRYWIDE FINANCIAL CORPORATION DEFERRED COMPENSATION PLAN Originally Effective August 1, 1993 Amended and Restated Effective March , 2000 (Filed With SEC on May 9, 2007)

FIFTHAMENDMENT TO COUNTRYWIDE FINANCIAL CORPORATION DEFERRED COMPENSATION PLAN Originally Effective August 1, 1993 Amended and Restated Effective March , 2000 (Filed With SEC on May 9, 2007)

SIXTH AMENDMENT TO COUNTRYWIDE FINANCIAL CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN (Filed With SEC on May 9, 2007)

AMENDMENT ONE TO Countrywide Financial Corporation Selected Employee Deferred Compensation Plan (Filed With SEC on May 9, 2007)

FIFTHAMENDMENT TO THE 2000 EQUITY INCENTIVE OF COUNTRYWIDE FINANCIAL CORPORATION (Amended and Restated Effective June 16, 2004) (Filed With SEC on May 9, 2007)

FIRSTAMENDMENT TO THE 2006 EQUITY INCENTIVE PLAN OF COUNTRYWIDE FINANCIAL CORPORATION (Filed With SEC on May 9, 2007)

SIXTHAMENDMENT TO THE GLOBAL STOCK PLAN OF COUNTRYWIDE FINANCIAL CORPORATION (Filed With SEC on May 9, 2007)

Employment Agreement (Filed With SEC on March 29, 2007)

[Form of Security] (Filed With SEC on March 1, 2007)

[Form of Security] COUNTRYWIDE HOME LOANS, INC. 8.05 % Junior Subordinated Debentures due June 15, 2027, Series B $ Certificate No. (Filed With SEC on March 1, 2007)

[FORM OF SECURITY] (Filed With SEC on March 1, 2007)

(FORM OF FACE OF DEBENTURE) (Filed With SEC on March 1, 2007)

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers (Filed With SEC on December 26, 2006)

$630,000,000 (Filed With SEC on November 22, 2006)

$1,470,000,000 (Filed With SEC on November 22, 2006)

COUNTRYWIDE CAPITAL V (Filed With SEC on November 13, 2006)

Section of Trust Indenture Act Section ofof 1939, as amended Guarantee Agreement310(a). 4.1(a)310(b). 4.1(c), 2.8310(c). Inapplicable311(a). 2.2(b)311(b). 2.2(b)311(c).... (Filed With SEC on November 13, 2006)

COUNTRYWIDE FINANCIAL CORPORATION (Filed With SEC on November 13, 2006)

COUNTRYWIDE FINANCIAL CORPORATION 7% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES No. $ (Filed With SEC on November 13, 2006)

AMENDED AND RESTATED (Filed With SEC on November 13, 2006)

DATED 31AUGUST 2006 COUNTRYWIDEFINANCIAL CORPORATION as Issuer and COUNTRYWIDEHOME LOANS, INC. as Guarantor and DEUTSCHETRUSTEE COMPANY LIMITED as Trustee... (Filed With SEC on November 7, 2006)

/s/Angelo R. Mozilo /s/Michael Dougherty Angelo R. Mozilo Michael Dougherty, on behalf of Countrywide Financials Compensation Committee andBoard of Directors 2 (Filed With SEC on October 24, 2006)

COUNTRYWIDE FINANCIAL CORPORATION 2006 Equity Incentive Plan Article 1. GENERAL (Filed With SEC on June 20, 2006)

COUNTRYWIDE FINANCIAL CORPORATION (Filed With SEC on June 20, 2006)

COUNTRYWIDEFINANCIAL CORPORATION (Filed With SEC on June 20, 2006)

COUNTRYWIDE FINANCIAL CORPORATION (Filed With SEC on June 20, 2006)

SECOND AMENDMENT TO RIGHTS AGREEMENT (Filed With SEC on June 20, 2006)

COUNTRYWIDE FINANCIAL CORPORATION CHANGE IN CONTROL SEVERANCE PLAN (As Amended and Restated June 14, 2006) (Filed With SEC on June 20, 2006)

Underwriting Agreement, dated May 11, 2006, regarding the 6.25% Subordinated Notes due May 15, 2016 (Filed With SEC on May 16, 2006)

$6,422,500,000 FIVE-YEAR CREDIT AGREEMENT dated as of May 10, 2006 among COUNTRYWIDE FINANCIAL CORPORATION, COUNTRYWIDE HOME LOANS, INC., JPMORGAN CHASE BANK, N.A., as Managing... (Filed With SEC on May 16, 2006)

$2,752,500,000 (Filed With SEC on May 16, 2006)

THIRD AMENDMENT (Filed With SEC on May 16, 2006)

COUNTRYWIDE FINANCIAL CORPORATION Issuer COUNTRYWIDE HOME LOANS, INC. Guarantor TO THE BANK OF NEW YORK Trustee INDENTURE Dated as of February 1, 2005 Debt Securities (Filed With SEC on May 10, 2006)

CountrywideFinancial Corporation Executive Contribution Account Plan (Filed With SEC on May 10, 2006)

Countrywide Financial Corporation Executive Contribution Account Plan (Filed With SEC on May 1, 2006)

Director Emeritus Agreement dated April 26, 2006 by and between Countrywide Financial Corporation and Ben M. Enis (Filed With SEC on May 1, 2006)

COUNTRYWIDE FINANCIAL CORPORATION STOCK APPRECIATION RIGHT AGREEMENT (Filed With SEC on April 7, 2006)

SUBSTITUTION OF RIGHTS AGENT ANDAMENDMENT TO AMENDED AND RESTATED RIGHTSAGREEMENT (Filed With SEC on March 1, 2006)

FIRST AMENDMENT (Filed With SEC on March 1, 2006)

SECONDAMENDMENT (Filed With SEC on March 1, 2006)

Countrywide Financial Corporation Supplemental Savings and Investment Deferred Compensation Plan (Filed With SEC on January 6, 2006)

FOURTH AMENDMENT TO 2000 EQUITY INCENTIVE PLAN OF COUNTRYWIDE FINANCIAL CORPORATION (Amended and Restated Effective June 16, 2004) (Filed With SEC on December 30, 2005)

AMENDMENT NUMBER TEN TO THE COUNTRYWIDE FINANCIAL CORPORATION 1993 STOCK OPTION PLAN (Filed With SEC on December 30, 2005)

Financial Statements (Filed With SEC on November 8, 2005)

COUNTRYWIDE BANK, N.A. NON-EMPLOYEE DIRECTORS FEE PLAN (Adopted October 27, 2005) SECTION 1 PURPOSE (Filed With SEC on November 2, 2005)

Underwriting Agreement, dated September 27, 2005, regarding the Floating Rate Subordinated Notes due April 11, 2011 (Filed With SEC on September 30, 2005)

Financial Statements (Filed With SEC on August 8, 2005)

AMENDED AND RESTATED COUNTRYWIDE FINANCIAL CORPORATION ANNUAL INCENTIVE PLAN (Filed With SEC on June 21, 2005)

Form of Vested Incentive Stock Option Agreement pursuant to the 2000 Equity Incentive Plan for grants to Angelo R. Mozilo (Filed With SEC on April 8, 2005)

CONSULTING AGREEMENT (Filed With SEC on March 30, 2005)

GENERAL RELEASE AGREEMENT (Filed With SEC on March 30, 2005)

Entry into a Material Definitive Agreement (Filed With SEC on November 24, 2004)

Entry into a Material Definitive Agreement (Filed With SEC on November 12, 2004)

Financial Statements (Filed With SEC on November 8, 2004)

Financial Statements (Filed With SEC on August 6, 2004)

Financial Statements (Filed With SEC on May 7, 2004)

Mortgage Banking We originate, purchase, securitize and service mortgage loans nationwide (Filed With SEC on March 12, 2004)

A S S E T S (Filed With SEC on November 13, 2003)

Underwriting Agreement, dated April 4, 2003, regarding the 6.75% Trust Preferred Securities to be issued by Countrywide Capital IV (Filed With SEC on April 15, 2003)

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COUNTRYWIDE FINANCIAL CORP Contracts & Agreements