COUNTRYWIDE FINANCIAL CORPORATION

2003 NON-EMPLOYEE DIRECTORS' FEE PLAN

SECTION 1

PURPOSE

The Countrywide Financial Corporation 2003 Non-Employee Directors' Fee Plan (the "Plan") has been established by Countrywide Financial Corporation (the "Company"), effective as of January 1, 2004 (the "Effective Date") to attract and retain as members of its Board of Directors persons who are not employees of the Company or any of its subsidiaries but whose business experience and judgment are a valuable asset to the Company and its subsidiaries. The Plan provides for the payment to Directors of fees in the form of some or all of the following: Annual Retainer Fee, Chairman Retainer Fee, Meeting Fees, and Restricted Stock Awards (generally, the "Director Fees").

SECTION 2

DIRECTORS COVERED

As used in the Plan, the term "Director" means any person who is elected to the Board of Directors of the Company as of the Effective Date or at any time thereafter, and is not an employee of the Company or any of its subsidiaries.

SECTION 3

FEES PAYABLE TO DIRECTORS

3.1 Annual Retainer Fee. Each Director shall be entitled to an annual retainer fee (the "Retainer Fee") to be paid quarterly, on the last business day of the quarter for which the Director served in the capacity as a Director (excluding, on a pro rata basis, the month in which he or she is first elected a Director and any whole months in which he or she did not serve in such capacity). The amount of the Annual Retainer Fee shall be as determined in the sole discretion of the Board of Directors of the Company (the "Board"), with such amount initially set at Seventy Thousand ($70,000.00) per year until such time as the Board adjusts such amount.

3.2 Chairman Retainer Fee. A Director who serves as Chairman of the Board or any committee created by the Board shall be entitled to an additional annual retainer fee (the "Chairman Retainer Fee") to be paid quarterly, on the last business day of the quarter for which the Director served in the capacity as a chairman (excluding, on a pro rata basis, the month in which he or she is first selected to be the chairman and any whole months in which he or she did not serve in such capacity). The amount of the Chairman Retainer Fee shall be as determined in the sole discretion of the Board, with such amount initially set at Seven Thousand Five Hundred ($7,500.00) per year until such time as the Board adjusts such amount.

3.3 Meeting Fees. A Director who attends a meeting of the full Board shall be entitled to an additional fee (the "Meeting Fee") to be paid on the last business day of the quarter in which the meeting was held. The amount of the Meeting Fee shall be as determined in the sole discretion of the Board, with such amount initially set at One Thousand Five Hundred Dollars ($1,500.00) for each Board attended in person and Seven Hundred and Fifty Dollars ($750.00) for each meeting attended other than in person, in a manner acceptable to the Board, until such time as the Board adjusts such amounts.

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