10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

(Mark One)
þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2005
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from           to

Commission file number: 1-8422

Countrywide Financial Corporation

(Exact name of registrant as specified in its charter)

Delaware	13-2641992
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
4500 Park Granada, Calabasas, California (Address of principal executive offices)	91302 (Zip Code)

(Registrant’s telephone number, including area code)

(818) 225-3000

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ          No o

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).     Yes þ          No o

      Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Class	Outstanding at August 2, 2005
Common Stock $.05 par value	594,603,777

COUNTRYWIDE FINANCIAL CORPORATION

FORM 10-Q

June 30, 2005

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION			2
Item 1.	Financial Statements:
	Consolidated Balance Sheets — June 30, 2005 and December 31, 2004		2
	Consolidated Statements of Earnings — Three and Six Months Ended June 30, 2005 and 2004		3
	Consolidated Statement of Changes in Shareholders’ Equity — Six Months Ended June 30, 2005 and 2004		4
	Consolidated Statements of Cash Flows — Six Months Ended June 30, 2005 and 2004		5
	Notes to Consolidated Financial Statements		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		30
	Overview		30
	Results of Operations Comparison — Quarters Ended June 30, 2005 and 2004		32
	Results of Operations Comparison — Six Months Ended June 30, 2005 and 2004		48
	Quantitative and Qualitative Disclosure About Market Risk		63
	Credit Risk		65
	Loan Servicing		68
	Liquidity and Capital Resources		69
	Off-Balance Sheet Arrangements and Aggregate Contractual Obligations		69
	Prospective Trends		70
	Regulatory Trends		71
	Recently Issued Accounting Standards		72
	Factors That May Affect Our Future Results		72
Item 3.	Quantitative and Qualitative Disclosure About Market Risk		73
Item 4.	Controls and Procedures		73
PART II. OTHER INFORMATION			74
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		74
Item 4.	Submission of Matters to a Vote of Security Holders		74
Item 6.	Exhibits		75
Exhibit 10.101
Exhibit 10.102
Exhibit 10.103
Exhibit 10.104
Exhibit 12.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

COUNTRYWIDE FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

		June 30,		December 31,
		2005		2004
		(Unaudited)
		(In thousands, except share data)
ASSETS
Cash		$	916,571	$	751,237
Mortgage loans and mortgage-backed securities held for sale			30,179,419		37,350,149
Trading securities owned, at market value			13,169,526		10,558,387
Trading securities pledged as collateral, at market value			1,369,509		1,303,007
Securities purchased under agreements to resell and securities borrowed			21,751,208		13,231,448
Loans held for investment, net			62,528,327		39,661,191
Investments in other financial instruments			11,927,779		10,091,057
Mortgage servicing rights, net			9,367,666		8,729,929
Premises and equipment, net			1,155,712		985,350
Other assets			6,252,104		5,833,950
	Total assets	$	158,617,821	$	128,495,705
LIABILITIES
Notes payable		$	63,957,263	$	66,613,671
Securities sold under agreements to repurchase and federal funds purchased			39,540,571		20,465,123
Deposit liabilities			30,613,784		20,013,208
Accounts payable and accrued liabilities			9,573,861		8,507,384
Income taxes payable			3,276,708		2,586,243
	Total liabilities		146,962,187		118,185,629
Commitments and contingencies			—		—
SHAREHOLDERS’ EQUITY
Preferred stock — authorized, 1,500,000 shares of $0.05 par value; none issued and outstanding			—		—
Common stock — authorized, 1,000,000,000 shares of $0.05 par value; issued, 593,157,719 shares and 581,706,836 shares at June 30, 2005 and December 31, 2004, respectively; outstanding, 593,030,375 shares and 581,648,881 shares at June 30, 2005 and December 31, 2004, respectively			29,658		29,085
Additional paid-in capital			2,806,092		2,570,402
Accumulated other comprehensive income			142,964		118,943
Retained earnings			8,676,920		7,591,646
	Total shareholders’ equity		11,655,634		10,310,076
	Total liabilities and shareholders’ equity	$	158,617,821	$	128,495,705

The accompanying notes are an integral part of these consolidated financial statements.

2

COUNTRYWIDE FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)

			Three Months Ended						Six Months Ended
			June 30,						June 30,
			2005			2004			2005			2004
			(In thousands, except per share data)
Revenues
	Gain on sale of loans and securities		$	1,145,409		$	1,418,869		$	2,507,160		$	2,538,890
	Interest income			1,761,784			1,074,326			3,242,565			2,124,076
	Interest expense			(1,229,234	)		(575,778	)		(2,225,171	)		(1,093,333	)
		Net interest income		532,550			498,548			1,017,394			1,030,743
	Provision for loan losses			(17,101	)		(19,747	)		(36,723	)		(40,528	)
		Net interest income after provision for loan losses		515,449			478,801			980,671			990,215
	Loan servicing fees and other income from retained interests			1,019,149			802,632			1,991,507			1,559,413
	Amortization of mortgage servicing rights			(482,373	)		(569,977	)		(954,560	)		(983,659	)
	(Impairment) recovery of retained interests			(1,378,969	)		1,179,127			(1,063,605	)		183,482
	Servicing hedge gains (losses)			1,147,158			(1,149,451	)		594,866			(476,655	)
		Net loan servicing fees and other income from retained interests		304,965			262,331			568,208			282,581
	Net insurance premiums earned			215,478			187,252			414,996			382,635
	Commissions and other revenue			126,642			127,493			241,793			245,643
		Total revenues		2,307,943			2,474,746			4,712,828			4,439,964
Expenses
	Compensation			850,143			770,090			1,636,622			1,450,754
	Occupancy and other office			225,137			150,848			413,793			298,873
	Insurance claims			88,786			83,752			164,721			168,427
	Advertising and promotion			53,615			41,658			108,794			73,795
	Other operating			155,381			143,922			305,020			280,956
		Total expenses		1,373,062			1,190,270			2,628,950			2,272,805
Earnings before income taxes				934,881			1,284,476			2,083,878			2,167,159
	Provision for income taxes			368,423			497,997			828,568			837,491
		NET EARNINGS	$	566,458		$	786,479		$	1,255,310		$	1,329,668
Earnings per share
	Basic		$	0.96		$	1.41		$	2.14		$	2.38
	Diluted		$	0.92		$	1.29		$	2.05		$	2.19

The accompanying notes are an integral part of these consolidated financial statements.

3

COUNTRYWIDE FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

											Accumulated
								Additional			Other
				Number of		Common		Paid-in-			Comprehensive			Retained
				Shares		Stock		Capital			Income (Loss)			Earnings			Total
				(In thousands, except share data)
Balance at December 31, 2003					184,479,342	$	9,225	$	2,307,531		$	164,526		$	5,603,434		$	8,084,716
Comprehensive income:
	Net earnings for the period				—		—		—			—			1,329,668			1,329,668
	Other comprehensive income (loss), net of tax:
		Net unrealized losses from available-for-sale securities			—		—		—			(114,117	)		—			(114,117	)
		Net unrealized gains from cash flow hedging instruments			—		—		—			12,560			—			12,560
		Net change in foreign currency translation adjustment			—		—		—			3,408			—			3,408
			Total comprehensive income															1,231,519
3-for-2 stock split, effected April 12, 2004					92,915,124		4,646		(4,646	)		—			—			—
Stock options exercised					3,209,785		160		69,991			—			—			70,151
Tax benefit of stock options exercised					—		—		55,115			—			—			55,115
Issuance of common stock, net of treasury stock					386,372		20		11,921			—			—			11,941
Contribution of common stock to 401(k) Plan					203,542		10		13,763			—			—			13,773
Cash dividends paid — $0.30 per common share (before giving effect to stock splits)					—		—		—			—			(83,345	)		(83,345	)
Balance at June 30, 2004					281,194,165	$	14,061	$	2,453,675		$	66,377		$	6,849,757		$	9,383,870
Balance at December 31, 2004					581,648,881	$	29,085	$	2,570,402		$	118,943		$	7,591,646		$	10,310,076
Comprehensive income:
	Net earnings for the period				—		—		—			—			1,255,310			1,255,310
	Other comprehensive income (loss), net of tax:
		Net unrealized gains from available-for-sale securities			—		—		—			36,738			—			36,738
		Net unrealized gains from cash flow hedging instruments			—		—		—			2,824			—			2,824
		Net change in foreign currency translation adjustment			—		—		—			(15,541	)		—			(15,541	)
			Total comprehensive income															1,279,331
Stock options exercised					8,522,379		430		102,522			—			—			102,952
Tax benefit of stock options exercised					—		—		74,312			—			—			74,312
Issuance of common stock, net of treasury stock					1,584,289		79		39,046			—			—			39,125
Issuance of common stock for conversion of convertible debt					803,461		40		2,065			—			—			2,105
Tax benefit of interest on conversion of convertible debt					—		—		1,939			—			—			1,939
Contribution of common stock to 401(k) Plan					471,365		24		15,806			—			—			15,830
Cash dividends paid — $0.29 per common share					—		—		—			—			(170,036	)		(170,036	)
Balance at June 30, 2005					593,030,375	$	29,658	$	2,806,092		$	142,964		$	8,676,920		$	11,655,634

The accompanying notes are an integral part of these consolidated financial statements.

4

COUNTRYWIDE FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

						Six Months Ended
						June 30,
						2005			2004
						(In thousands)
Cash flows from operating activities:
	Net earnings					$	1,255,310		$	1,329,668
		Adjustments to reconcile net earnings to net cash provided by operating activities:
			Gain on sale of available-for-sale securities				(10,865	)		(176,457	)
			Accretion of discount on notes payable				449			868
			Provision for loan losses				36,723			40,528
			Accretion of discount on other retained interests				(194,797	)		(171,108	)
			Amortization of mortgage servicing rights				954,560			983,659
			Impairment (recovery) of mortgage servicing rights				335,476			(455,321	)
			Change in fair value of mortgage servicing rights attributable to hedged risk				493,430			—
			Impairment of other retained interests				173,341			271,839
			Depreciation and other amortization				125,968			71,033
			Provision for deferred income taxes				535,751			421,966
			Tax benefit of stock options exercised				74,312			55,115
			Loans and mortgage-backed securities held for sale:
				Origination and purchase			(188,906,332	)		(154,898,000	)
				Sale and principal repayments			185,513,763			154,769,352
					Increase in mortgage loans and mortgage-backed securities held for sale		(3,392,569	)		(128,648	)
			(Increase) decrease in trading securities				(2,677,641	)		302,787
			(Increase) decrease in investments in other financial instruments				(712,838	)		924,719
			Increase in other assets				(446,178	)		(1,081,022	)
			Increase in accounts payable and accrued liabilities				1,082,307			2,107,151
			Increase (decrease) in income taxes payable				141,045			(36,032	)
				Net cash (used) provided by operating activities			(2,226,216	)		4,460,745
Cash flows from investing activities:
	Increase in securities purchased under agreements to resell and securities borrowed						(8,519,760	)		(5,686,278	)
	Additions to loans held for investment, net						(22,903,859	)		(7,567,070	)
	Additions to investments in other financial instruments						(4,695,821	)		(4,610,023	)
	Proceeds from sale and repayment of investments in other financial instruments						3,246,182			9,097,329
	Additions to mortgage servicing rights						(2,421,203	)		(2,007,348	)
	Purchase of premises and equipment, net						(268,306	)		(178,298	)
		Net cash used by investing activities					(35,562,767	)		(10,951,688	)
Cash flows from financing activities:
	Net increase in short-term borrowings						1,449,310			2,975,485
	Issuance of long-term debt						12,254,530			7,570,883
	Repayment of long-term debt						(5,397,588	)		(3,770,241	)
	Net increase (decrease) in securities sold under agreements to repurchase and federal funds purchased						19,075,448			(6,392,941	)
	Net increase in deposit liabilities						10,600,576			6,142,609
	Issuance of common stock						142,077			82,092
	Payment of dividends						(170,036	)		(83,345	)
		Net cash provided by financing activities					37,954,317			6,524,542
Net increase in cash							165,334			33,599
Cash at beginning of period							751,237			626,183
		Cash at end of period				$	916,571		$	659,782

The accompanying notes are an integral part of these consolidated financial statements.

5

COUNTRYWIDE FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 — Basis of Presentation

      Countrywide Financial Corporation (“Countrywide”) is a holding company which, through its principal subsidiary, Countrywide Home Loans, Inc. (“CHL”) and other subsidiaries (collectively, the “Company”), is a diversified financial services company engaged primarily in mortgage banking, banking and other mortgage finance-related businesses. The Company’s business activities fall into the following general categories: residential mortgage banking, retail banking and mortgage warehouse lending, dealing in securities, insurance underwriting and operating an agency, and international mortgage loan processing and subservicing.

      The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements.

      In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that materially affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates.

      In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005. For further information, including a description of the Company’s significant accounting policies, refer to the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2004 (the “2004 Annual Report”) for the Company.

      On April 12, 2004, the Company completed a 3-for-2 stock split effected as a stock dividend. On August 30, 2004, the Company completed a 2-for-1 stock split effected as a stock dividend. As more fully discussed in Note 2 to the 2004 Annual Report, in the fourth quarter of 2004, the Emerging Issues Task Force (“EITF”) reached a consensus on Issue No. 04-8, “The Effect of Contingently Convertible Instruments on Diluted Earnings per Share,” (“EITF 04-8”). EITF 04-8 requires the Company to include the assumed conversion of its convertible debentures in diluted earnings per share (if dilutive), regardless of whether the market conditions have been met. Countrywide’s Liquid Yield Option Notes and Convertible Securities meet the criteria of EITF 04-8. All references in the accompanying consolidated balance sheets, consolidated statements of earnings and notes to consolidated financial statements to the number of common shares and earnings per share amounts have been restated to reflect these stock splits and the implementation of EITF 04-8.

      Certain amounts reflected in the prior year consolidated financial statements have been reclassified to conform to current year presentation.

Note 2 — Earnings Per Share

      Basic earnings per share is determined using net earnings divided by the weighted average common shares outstanding during the period. Diluted earnings per share is computed by dividing net earnings available to common shareholders by the weighted-average shares outstanding, assuming all potentially dilutive common shares were issued.

6

COUNTRYWIDE FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

      The following table summarizes the basic and diluted earnings per share calculations for the periods indicated:

		Three Months Ended June 30,
		2005						2004
		Net				Per-Share		Net				Per-Share
		Earnings		Shares		Amount		Earnings		Shares		Amount
		(In thousands, except per share data)
Net earnings and basic earnings per share		$	566,458		588,538	$	0.96	$	786,479		559,766	$	1.41
Effect of dilutive securities:
	Convertible debentures		83		2,140				788		16,675
	Dilutive stock options		—		24,310				—		34,896
Diluted earnings and earnings per share		$	566,541		614,988	$	0.92	$	787,267		611,337	$	1.29

		Six Months Ended June 30,
		2005						2004
		Net				Per-Share		Net				Per-Share
		Earnings		Shares		Amount		Earnings		Shares		Amount
		(In thousands, except per share data)
Net earnings and basic earnings per share		$	1,255,310		585,884	$	2.14	$	1,329,668		557,866	$	2.38
Effect of dilutive securities:
	Convertible debentures		191		2,430				1,578		15,906
	Dilutive stock options		—		25,153				—		35,234
Diluted earnings and earnings per share		$	1,255,501		613,467	$	2.05	$	1,331,246		609,006	$	2.19

      During the three months ended June 30, 2005 and 2004, stock options to purchase 25,500 shares and 11,819,996 shares, respectively, were outstanding but not included in the computation of earnings per share because they were anti-dilutive. During the six months ended June 30, 2005 and 2004, stock options to purchase 30,300 shares and 11,838,496 shares, respectively, were outstanding but not included in the computation of earnings per share because they were anti-dilutive.

Stock-Based Compensation

      The Company generally grants stock options for a fixed number of shares with an exercise price equal to the fair value of the shares at the date of grant to eligible employees. The Company recognizes compensation expense related to its stock option plans only to the extent that the fair value of the shares at the grant date exceeds the exercise price.

      The Company recognizes compensation expense relating to its restricted stock grants based on the fair value of the shares awarded as of the date of the award. Compensation expense for restricted stock grants, including those awarded to retirement-eligible employees, is recognized over the shares’ nominal vesting period.

      As more fully discussed in Note 22 — “Recently Issued Accounting Standards,” the Company will adopt Statement of Financial Accounting Standards No. 123R, “Share-Based Payment,” (“SFAS 123R”) beginning in 2006. As a result of adopting SFAS 123R, the Company will charge to expense the value of employee

7

COUNTRYWIDE FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

stock options as well as restricted stock and any other stock-based compensation. The Company will also be required, for awards made beginning on the adoption of SFAS 123R, to immediately expense awards made to retirement-eligible employees and will be required to amortize grants to other employees over the lesser of the nominal vesting period or the period until the grantee becomes retirement-eligible. Amounts to be charged to earnings include the unamortized grants made before the effective date plus the value of any grants awarded after December 31, 2005. Management has not yet determined the effect of implementation of SFAS 123R or whether the statement will be implemented prospectively or retrospectively.

      Had the estimated fair value of the options granted been included in compensation expense, the Company’s net earnings and earnings per share would have been as follows:

			Three Months Ended						Six Months Ended
			June 30,						June 30,
			2005			2004			2005			2004
			(In thousands, except per share data)
Net Earnings:
	As reported		$	566,458		$	786,479		$	1,255,310		$	1,329,668
		Add: Stock-based compensation included in net earnings, net of taxes		133			491			2,036			965
		Deduct: Stock-based employee compensation, net of taxes		(67,070	)		(11,824	)		(80,213	)		(17,014	)
	Pro forma		$	499,521		$	775,146		$	1,177,133		$	1,313,619
Basic Earnings Per Share:
	As reported		$	0.96		$	1.41		$	2.14		$	2.38
	Pro forma		$	0.85		$	1.38		$	2.01		$	2.35
Diluted Earnings Per Share:
	As reported		$	0.92		$	1.29		$	2.05		$	2.19
	Pro forma		$	0.81		$	1.27		$	1.92		$	2.16

      The fair value of each option grant is estimated on the date of grant using a Black-Scholes-Merton option-pricing model that has been modified to consider cash dividends to be paid. Beginning in the second quarter of 2005, the Company further enhanced its expected life assumptions used in the Black-Scholes-Merton model relating to the Company’s employee turnover and exercise experience. For purposes of this pro-forma disclosure, the fair value of each option grant is amortized to periodic compensation expense over the options’ vesting period.

      On April 1, 2005, the Company granted 13.3 million stock options to eligible employees. These options fully vested and became exercisable on May 1, 2005. As a result of the vesting period, the expense of the entire stock option grant is included in the stock-based compensation pro-forma disclosure above. Upon adoption of SFAS 123R there will be no compensation expense related to these stock options.

      The weighted-average assumptions used to value the option grants and the resulting average estimated values were as follows:

		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2005			2004			2005			2004
Weighted Average Assumptions:
	Dividend yield		1.70	%		0.85	%		1.70	%		0.85	%
	Expected volatility		32.50	%		36.04	%		32.50	%		36.02	%
	Risk-free interest rate		4.15	%		2.90	%		4.15	%		2.90	%
	Expected life (in years)		3.13			5.59			3.14			5.59
Per-share fair value of options		$	6.95		$	11.09		$	6.95		$	11.09
Weighted-average exercise price		$	32.60		$	31.87		$	32.61		$	31.84

8

COUNTRYWIDE FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Note 3 — Supplemental Cash Flow Information

      The following table presents supplemental cash flow information:

		Six Months Ended
		June 30,
		2005			2004
		(In thousands)
Cash used to pay interest		$	2,254,456		$	1,078,684
Cash used to pay income taxes			88,152			405,509
Non-cash investing and finance activities:
	Securitization of interest-only strips		—			56,038
	Unrealized gain (loss) on available-for-sale securities, foreign currency translation adjustments and cash flow hedges, net of tax		24,021			(98,149	)
	Net decrease in fair value of medium-term notes		397,705			38,132
	Contribution of common stock to 401(k) plan		15,830			13,773
	(Decrease) increase in Mortgage Loans Held in SPEs and asset-backed secured financings		(10,563,299	)		8,027,814
	Issuance of common stock for conversion of convertible debt		2,105			—
	Tax effect of interest on conversion of convertible debt		1,939			—

Note 4 — Mortgage Loans Held for Sale

      The Company’s broker-dealer subsidiary, Countrywide Securities Corporation (“CSC”), may reacquire beneficial interests previously sold to outside third parties in the Company’s securitization transactions. In the event that such securities include protection by a derivative financial instrument held by a special purpose entity (“SPE”), that SPE no longer meets the conditions as a qualifying special purpose entity (“QSPE”) under Statement of Financial Accounting Standards No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities,” (“SFAS 140”). As a result, the related mortgage loans held for sale and asset-backed secured financings are included on the Company’s consolidated balance sheets and are initially recorded at fair value. Such mortgage loans, net of related retained interests (“Mortgage Loans Held in SPEs”) are included with mortgage loans and mortgage-backed securities held for sale on the Company’s consolidated balance sheet.

      Mortgage loans held for sale include the following:

		June 30,		December 31,
		2005		2004
		(In thousands)
Prime		$	20,984,409	$	15,561,822
Nonprime			4,616,004		9,878,661
Prime home equity			4,107,481		1,046,075
Commercial real estate			471,525		300,292
	Mortgage loans originated or purchased for resale		30,179,419		26,786,850
Mortgage Loans Held in SPEs			—		10,563,299
		$	30,179,419	$	37,350,149

9

COUNTRYWIDE FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

      At June 30, 2005, the Company had pledged $1.6 billion of mortgage loans originated or purchased for resale as collateral for asset-backed secured financings, and $9.3 billion in mortgage loan inventory to secure asset-backed commercial paper.

Note 5 — Trading Securities

      Trading securities, which consist of trading securities owned and trading securities pledged as collateral, include the following:

		June 30,		December 31,
		2005		2004
		(In thousands)
Mortgage pass-through securities:
	Fixed-rate	$	7,603,214	$	6,768,864
	Adjustable-rate		980,771		717,194
			8,583,985		7,486,058
Collateralized mortgage obligations			2,528,128		2,067,066
U.S. Treasury securities			2,025,123		971,438
Obligations of U.S. Government-sponsored enterprises			619,198		560,163
Interest-only stripped securities			366,309		318,110
Asset-backed securities			285,579		340,684
Mark-to-market on TBA securities			90,450		58,676
Negotiable certificates of deposit			35,521		30,871
Corporate debt securities			—		21,659
Other			4,742		6,669
		$	14,539,035	$	11,861,394

      As of June 30, 2005, $11.4 billion of the Company’s trading securities had been pledged as collateral for financing purposes, of which the counterparty had the contractual right to sell or re-pledge $1.4 billion.

Note 6 — Securities Purchased Under Agreements to Resell and Securities Borrowed

      As of June 30, 2005, the Company had accepted collateral with a fair value of $29.5 billion that it had the contractual ability to sell or re-pledge, including $7.7 billion related to amounts offset against securities purchased under agreements to resell under master netting arrangements. As of June 30, 2005, the Company had re-pledged $26.0 billion of such collateral for financing purposes.

      As of December 31, 2004, the Company had accepted collateral with a fair value of $22.2 billion that it had the contractual ability to sell or re-pledge, including $8.2 billion related to amounts offset against securities purchased under agreements to resell under master netting arrangements. As of December 31, 2004, the Company had re-pledged $18.7 billion of such collateral for financing purposes.

10

COUNTRYWIDE FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Note 7 — Mortgage Servicing Rights

      The activity in Mortgage Servicing Rights (“MSRs”) is as follows:

		Six Months Ended
		June 30,
		2005			2004
		(In thousands)
Mortgage Servicing Rights
	Balance at beginning of period	$	9,820,511		$	8,065,174
	Additions		2,421,203			2,007,348
	Securitization of MSRs		—			(56,038	)
	Amortization		(954,560	)		(983,659	)
	Change in fair value attributable to hedged risk		(493,430	)		—
	Application of valuation allowance to write down impaired MSRs		(39,860	)		(360,774	)
	Balance before valuation allowance at end of period		10,753,864			8,672,051
Valuation Allowance for Impairment of Mortgage Servicing Rights
	Balance at beginning of period		(1,090,582	)		(1,201,549	)
	(Additions) recoveries		(335,476	)		455,321
	Application of valuation allowance to write down impaired MSRs		39,860			360,774
	Balance at end of period		(1,386,198	)		(385,454	)
Mortgage Servicing Rights, net		$	9,367,666		$	8,286,597

      The estimated fair values of mortgage servicing rights were $9.4 billion and $8.9 billion as of June 30, 2005 and December 31, 2004, respectively.

      The following table summarizes the Company’s estimate of amortization of its existing MSRs for the five-year period ending June 30, 2010. This projection was developed using the assumptions made by management in its June 30, 2005 valuation of MSRs. The assumptions underlying the following estimate will be affected as market conditions, portfolio composition and behavior change, causing both actual and projected amortization levels to vary over time. Therefore, the following estimates will change in a manner and amount not presently determinable by management.

		Estimated MSR
Year Ending June 30,		Amortization
		(In thousands)
2006		$	2,257,628
2007			1,744,111
2008			1,355,649
2009			1,060,098
2010			833,908
	Five-year total	$	7,251,394

11

COUNTRYWIDE FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Note 8 — Investments in Other Financial Instruments

      Investments in other financial instruments include the following:

				June 30,		December 31,
				2005		2004
				(In thousands)
Available-for-sale securities:
	Mortgage-backed securities			$	7,241,213	$	6,009,819
	Municipal bonds				318,484		208,239
	Obligations of U.S. Government-sponsored enterprises				302,986		279,991
	U.S. Treasury securities				101,058		66,030
	Other				2,344		3,685
		Subtotal			7,966,085		6,567,764
	Other interests retained in securitization classified as available-for-sale securities:
		Nonconforming interest-only and principal-only securities			242,838		191,502
		Nonprime residual securities			242,461		237,695
		Prime home equity line of credit transferor’s interest			235,097		273,639
		Prime home equity residual securities			159,824		275,598
		Prepayment penalty bonds			101,642		61,483
		Prime home equity interest-only securities			20,691		27,950
		Nonprime interest-only securities			20,309		84,834
		Nonconforming residual securities			5,840		11,462
		Subordinated mortgage-backed pass-through securities			2,278		2,306
			Total other interests retained in securitization classified as available-for-sale securities		1,030,980		1,166,469
			Total available-for-sale securities		8,997,065		7,734,233
Other interests retained in securitization classified as trading securities:
	Prime home equity residual securities				510,547		533,554
	Nonprime residual securities				420,920		187,926
	Prime home equity line of credit transferor’s interest				178,242		—
	Nonconforming residual securities				16,574		20,555
		Total other interests retained in securitization classified as trading securities			1,126,283		742,035
Hedging instruments:
	Servicing				1,569,387		1,024,977
	Debt				235,044		589,812
		Total investments in other financial instruments		$	11,927,779	$	10,091,057

      At June 30, 2005, the Company had pledged $5.8 billion of mortgage-backed securities to secure securities sold under agreements to repurchase, which the counterparty had the contractual right to re-pledge.

12

COUNTRYWIDE FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

      Amortized cost and fair value of available-for-sale securities are as follows:

	June 30, 2005
			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
	(In thousands)
Mortgage-backed securities	$	7,260,591	$	12,475	$	(31,853	)	$	7,241,213
Municipal bonds		316,682		3,561		(1,759	)		318,484
Obligations of U.S. Government-sponsored enterprises		305,915		60		(2,989	)		302,986
U.S. Treasury securities		99,501		1,962		(405	)		101,058
Other interests retained in securitization		851,342		180,339		(701	)		1,030,980
Other		2,344		—		—			2,344
	$	8,836,375	$	198,397	$	(37,707	)	$	8,997,065

	December 31, 2004
			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
	(In thousands)
Mortgage-backed securities	$	6,034,293	$	6,347	$	(30,821	)	$	6,009,819
Municipal bonds		205,726		2,669		(156	)		208,239
Obligations of U.S. Government-sponsored enterprises		281,430		233		(1,672	)		279,991
U.S. Treasury securities		63,977		2,237		(184	)		66,030
Other interests retained in securitization		1,045,011		123,766		(2,308	)		1,166,469
Other		4,370		15		(700	)		3,685
	$	7,634,807	$	135,267	$	(35,841	)	$	7,734,233

      The Company’s available-for-sale securities in an unrealized loss position are as follows:

	June 30, 2005
	Less Than 12 Months					12 Months or More					Total
			Gross					Gross					Gross
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Loss			Value		Loss			Value		Loss
	(In thousands)
Mortgage-backed securities	$	4,012,301	$	(17,346	)	$	1,098,529	$	(14,507	)	$	5,110,830	$	(31,853	)
Municipal bonds		100,354		(1,759	)		—		—			100,354		(1,759	)
Obligations of U.S. Government-sponsored enterprises		130,103		(837	)		128,303		(2,152	)		258,406		(2,989	)
U.S. Treasury securities		36,823		(82	)		27,163		(323	)		63,986		(405	)
Other interests retained in securitization		15,859		(513	)		6,806		(188	)		22,665		(701	)
Other		—		—			—		—			—		—
Total impaired securities	$	4,295,440	$	(20,537	)	$	1,260,801	$	(17,170	)	$	5,556,241	$	(37,707	)

13

COUNTRYWIDE FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

	December 31, 2004
	Less Than 12 Months					12 Months or More					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Loss			Value		Loss			Value		Loss
	(In thousands)
Mortgage-backed securities	$	3,656,167	$	(18,725	)	$	823,916	$	(12,096	)	$	4,480,083	$	(30,821	)
U.S. Treasury securities		27,288		(184	)		—		—			27,288		(184	)
Obligations of U.S. Government-sponsored enterprises		185,983		(1,283	)		28,648		(389	)		214,631		(1,672	)
Municipal bonds		65,587		(156	)		—		—			65,587		(156	)
Other interests retained in securitization		27,970		(1,753	)		5,256		(555	)		33,226		(2,308	)
Other		3,620		(700	)		—		—			3,620		(700	)
Total impaired securities	$	3,966,615	$	(22,801	)	$	857,820	$	(13,040	)	$	4,824,435	$	(35,841	)

      The impairment reflected in these securities is a result of a change in market interest rates and management believes that such impairment is not indicative of the Company’s ability to recover the securities’ fair value in the reasonably foreseeable future. Accordingly, other-than-temporary impairment related to these securities has not been recognized as of June 30, 2005 or December 31, 2004.

      Gross gains and losses realized on the sales of available-for-sale securities are as follows:

			Six Months Ended
			June 30,
			2005			2004
			(In thousands)
Mortgage-backed securities:
	Gross realized gains		$	31		$	6,748
	Gross realized losses			(116	)		(946	)
		Net		(85	)		5,802
Home equity asset-backed senior securities:
	Gross realized gains			—			137,215
	Gross realized losses			—			—
		Net		—			137,215
Obligations of U.S. Government-sponsored enterprises:
	Gross realized gains			13			309
	Gross realized losses			—			—
		Net		13			309
Municipal bonds:
	Gross realized gains			—			—
	Gross realized losses			(100	)		—
		Net		(100	)		—

14

COUNTRYWIDE FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

			Six Months Ended
			June 30,
			2005			2004
			(In thousands)
U.S. Treasury securities:
	Gross realized gains			—			33,359
	Gross realized losses			—			(224	)
		Net		—			33,135
Other interests retained in securitization:
	Gross realized gains			9,837			—
	Gross realized losses			(53	)		—
		Net		9,784			—
Other:
	Gross realized gains			1,253			11
	Gross realized losses			—			(15	)
		Net		1,253			(4	)
Total gains and losses on available-for-sale securities:
	Gross realized gains			11,134			177,642
	Gross realized losses			(269	)		(1,185	)
		Net	$	10,865		$	176,457

Note 9 — Loans Held for Investment

      Loans held for investment include the following:

			June 30,			December 31,
			2005			2004
			(In thousands)
Mortgage loans:
	Prime		$	40,071,009		$	22,588,351
	Prime home equity			15,890,115			11,435,792
	Nonprime			235,838			171,592
		Total mortgage loans		56,196,962			34,195,735
Warehouse lending advances secured by mortgage loans				4,372,064			3,681,830
Defaulted FHA-insured and VA-guaranteed mortgage loans repurchased from securities				1,282,079			1,518,642
				61,851,105			39,396,207
Purchase premium/discount and deferred loan origination costs				833,184			390,030
Allowance for loan losses				(155,962	)		(125,046	)
		Loans held for investment, net	$	62,528,327		$	39,661,191

      At June 30, 2005, mortgage loans held for investment totaling $36.8 billion were pledged to secure Federal Home Loan Bank advances.

15

COUNTRYWIDE FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

      At June 30, 2005, the Company had accepted collateral of $4.7 billion securing warehouse-lending advances that it had the contractual ability to re-pledge. As of June 30, 2005, no such mortgage loan collateral had been re-pledged.

      Changes in the allowance for loan losses were as follows:

	Six Months Ended
	June 30,
	2005			2004
	(In thousands)
Balance, beginning of the period	$	125,046		$	78,449
Provision for loan losses		36,723			40,528
Net charge-offs		(5,807	)		(13,138	)
Balance, end of the period	$	155,962		$	105,839

Note 10 — Other Assets

      Other assets include the following:

	June 30,		December 31,
	2005		2004
	(In thousands)
Investments in Federal Reserve Bank and Federal Home Loan Bank stock	$	1,196,024	$	795,894
Reimbursable servicing advances		938,694		1,355,584
Interest receivable		668,707		426,962
Receivables from custodial accounts		649,808		391,898
Securities broker-dealer receivables		443,619		818,299
Capitalized software, net		317,745		286,504
Federal funds sold		257,000		225,000
Derivative margin accounts		243,845		99,795
Cash surrender value of assets held in trust for deferred compensation plan		211,510		184,569
Prepaid expenses		196,180		212,310
Restricted cash		182,460		200,142
Receivables from sale of securities		167,447		143,874
Other assets		779,065		693,119
	$	6,252,104	$	5,833,950

      At June 30, 2005, the Company had pledged $277 million of other assets to secure securities sold under agreements to repurchase.

16

COUNTRYWIDE FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Note 11 — Notes Payable

      Notes payable consists of the following:

		June 30,		December 31,
		2005		2004
		(In thousands)
Federal Home Loan Bank advances		$	23,825,000	$	15,475,000
Medium-term notes:
	Fixed rate		12,641,709		13,519,494
	Floating rate		10,854,690		11,846,268
			23,496,399		25,365,762
Asset-backed commercial paper			8,563,720		7,372,138
Unsecured commercial paper			5,524,431		—
Asset-backed secured financings			1,220,667		17,258,543
Junior subordinated debentures			1,028,079		1,028,013
Convertible securities			43,955		65,026
LYONs convertible debentures			10,576		12,626
Other			244,436		36,563
		$	63,957,263	$	66,613,671

Federal Home Loan Bank Advances

      During the six months ended June 30, 2005, the Company obtained $8.6 billion of advances from the Federal Home Loan Bank (“FHLB”). Of these advances, $2.8 billion were fixed-rate and $5.8 billion were adjustable-rate. At June 30, 2005, the Company had pledged $36.8 billion of mortgage loans to secure its outstanding FHLB advances.

Medium-Term Notes

      During the six months ended June 30, 2005, the Company issued the following medium-term notes:

	Outstanding Balance
							Interest Rate				Maturity Date
	Floating-		Fixed-
	Rate		Rate		Total		From		To		From		To
	(In thousands)
CHL Series M	$	585,000	$	—	$	585,000		3.27%		3.27%		January, 2006		January, 2006
CFC Series A		2,320,000		541,430		2,861,430		3.29%		5.25%		March, 2006		May, 2020
CHL Euro		183,100		—		183,100		3.37%		3.45%		May, 2006		November, 2006
Total	$	3,088,100	$	541,430	$	3,629,530

      Of the $3.1 billion of floating-rate medium-term notes issued by the Company during the six months ended June 30, 2005, none were effectively converted to fixed-rate debt using interest rate swap contracts. Of the $0.54 billion of fixed-rate medium-term notes issued by the Company during the same period, $0.04 billion were effectively converted to floating rate debt using interest rate swaps.

      During the six months ended June 30, 2005, the Company redeemed $5.1 billion of maturing medium-term notes.

17

COUNTRYWIDE FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

      As of June 30, 2005, $3.6 billion of foreign currency-denominated medium-term notes were outstanding. Such notes are denominated in Japanese Yen, Pounds Sterling, Canadian Dollars, Australian Dollars and Euros. These notes have been effectively converted to U.S. dollars through currency swaps.

Asset-Backed Commercial Paper

      The Company has formed three special purpose entities to finance certain of its mortgage loan inventory.

      Two of these entities issue commercial paper in the form of short-term secured liquidity notes (“SLNs”) with initial maturities of up to 180 days. The SLNs bear interest at prevailing money market rates approximating LIBOR. The SLN programs’ capacities, based on aggregate commitments from underlying credit enhancers, totaled $30.9 billion at June 30, 2005. For the six months ended June 30, 2005, the average borrowings under these facilities totaled $16.9 billion, and the weighted-average interest rate borne by the SLNs was 2.87%. At June 30, 2005, the weighted-average interest rate borne by the SLNs was 3.27%, and the Company had pledged $9.3 billion in mortgage loan inventory to secure the SLNs.

      The third special purpose entity is funded with financing provided by a group of bank-sponsored conduits that are financed through the issuance of asset-backed commercial paper. The entity incurs an interest charge based on prevailing money market rates approximating the cost of asset-backed commercial paper. For the six months ended June 30, 2005, average borrowings under the facility totaled $0.2 billion. At June 30, 2005, the entity had aggregate commitments from the bank-sponsored conduits totaling $8.4 billion, and had no outstanding borrowings.

Asset-Backed Secured Financings

      As of June 30, 2005, the Company has recorded certain securitization transactions as secured borrowings because they do not qualify for sales treatment under SFAS 140 as a result of the retention of securities that include protection by a derivative. These secured borrowings amounted to $1.2 billion at June 30, 2005 and are secured by the related mortgage loans totaling $1.6 billion.

      In addition, CSC may reacquire beneficial interests previously sold to outside third parties in the Company’s securitization transactions. In the event that such securities include protection by a derivative financial instrument held by a SPE, that SPE no longer meets the conditions as a QSPE under SFAS 140. As a result, the mortgage loans held for sale and asset-backed secured financings are included on the Company’s consolidated balance sheets and are initially recorded at fair value. Once the securities that include protection by a derivative financial instrument are sold, typically in less than 90 days, the conditions necessary for QSPE status under SFAS 140 are again met and the related assets and liabilities are removed from the Company’s consolidated balance sheet. At June 30, 2005, no such asset-backed secured financings had been recorded.

Junior Subordinated Debentures

      As more fully discussed in Note 16 — “Notes Payable,” included in the consolidated financial statements of the 2004 Annual Report, the Company has issued junior subordinated debentures to non-consolidated subsidiary trusts. The trusts finance their holdings of the junior subordinated debentures by issuing Company-guaranteed capital securities.

18

COUNTRYWIDE FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

      The Company guarantees CHL’s indebtedness to two of the subsidiary trusts, Countrywide Capital I and Countrywide Capital III, which are excluded from the Company’s consolidated financial statements. Following is summarized information for those trusts:

			June 30, 2005
			Countrywide		Countrywide
			Capital I		Capital III
			(In thousands)
Balance Sheet:
	Junior subordinated debentures receivable		$	307,368	$	205,247
	Other assets			1,031		16,792
		Total assets	$	308,399	$	222,039
	Notes payable		$	9,222	$	6,171
	Other liabilities			1,031		16,792
	Company-guaranteed mandatorily redeemable capital trust pass-through securities			298,146		199,076
	Shareholder’s equity			—		—
		Total liabilities and shareholder’s equity	$	308,399	$	222,039

			Six Months Ended
			June 30, 2005
			Countrywide			Countrywide
			Capital I			Capital III
			(In thousands)
Statement of Earnings:
	Revenues		$	12,416		$	8,321
	Expenses			(12,416	)		(8,321	)
	Provision for income taxes			—			—
		Net earnings	$	—		$	—

			December 31, 2004
			Countrywide		Countrywide
			Capital I		Capital III
			(In thousands)
Balance Sheet:
	Junior subordinated debentures receivable		$	307,323	$	205,226
	Other assets			1,031		691
		Total assets	$	308,354	$	205,917
	Notes payable		$	9,220	$	6,171
	Other liabilities			1,031		691
	Company-guaranteed mandatorily redeemable capital trust pass-through securities			298,103		199,055
	Shareholder’s equity			—		—
		Total liabilities and shareholder’s equity	$	308,354	$	205,917

19

COUNTRYWIDE FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

			Six Months Ended
			June 30, 2004
			Countrywide			Countrywide
			Capital I			Capital III
			(In thousands)
Statement of Earnings:
	Revenues		$	12,416		$	8,321
	Expenses			(12,416	)		(8,321	)
	Provision for income taxes			—			—
		Net earnings	$	—		$	—

Note 12 — Deposits

      The following table summarizes deposit balances:

	June 30,		December 31,
	2005		2004
	(In thousands)
Time deposits	$	16,752,236	$	10,369,763
Company-controlled custodial deposit accounts		11,141,070		7,900,900
Interest-bearing checking accounts		2,524,589		1,673,517
Non-interest-bearing checking accounts		194,763		66,983
Savings accounts		1,126		2,045
	$	30,613,784	$	20,013,208

Note 13 — Securities Sold Under Agreements to Repurchase and Federal Funds Purchased

      The Company routinely enters short-term financing arrangements to sell securities under agreements to repurchase (“repurchase agreements”). The repurchase agreements are collateralized by mortgage loans and securities. All securities underlying repurchase agreements are held in safekeeping by broker-dealers or banks. All agreements are to repurchase the same or substantially identical securities.

      At June 30, 2005, repurchase agreements were secured by $11.4 billion of trading securities, $26.0 billion of securities purchased under agreements to resell and securities borrowed, $5.8 billion in investments in other financial instruments, and $0.3 billion of other assets. As of June 30, 2005, $7.7 billion of the pledged securities purchased under agreements to resell and securities borrowed related to amounts offset against securities sold under agreements to repurchase pursuant to master netting agreements.

Note 14 — Derivative Instruments and Risk Management Activities

      The primary market risk facing the Company is interest rate risk. From an enterprise perspective, the Company manages interest rate risk through the natural counterbalance of its loan production and servicing businesses. The Company also uses derivatives and other financial instruments to manage the interest rate risk related specifically to its interest rate lock commitments, mortgage loan inventory and MBS held for sale, MSRs and other retained interests, trading securities, and its long-term debt. The primary objective of the Company’s interest rate risk management activities is to reduce the variability of earnings caused by changes in interest rates.

      The Company uses a variety of derivative financial instruments to manage interest rate risk. These instruments include MBS mandatory forward sale and purchase commitments, options to sell or buy MBS,

20

COUNTRYWIDE FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Treasury and Eurodollar rate futures and options thereon, interest rate floors, interest rate caps, capped swaps, swaptions, interest rate swaps and mortgage forward rate agreements. These instruments involve, to varying degrees, elements of interest rate and credit risk.

      The Company manages foreign currency exchange rate risk, which arises from the issuance of foreign currency-denominated debt, with foreign currency swaps.

Risk Management Activities Related to Mortgage Loan Inventory and Interest Rate Lock Commitments

      The Company is exposed to interest rate risk from the time an interest rate lock commitment (“IRLC”) is made to a mortgage applicant (or financial intermediary) to the time the related mortgage loan is sold. During this period, the Company is exposed to losses if mortgage interest rates rise, because the value of the IRLC or mortgage loan declines. To manage this interest rate risk, the Company utilizes derivatives, primarily forward sales of MBS and options to buy and sell MBS, as well as options on Treasury futures contracts. Certain of these instruments qualify as fair value hedges of mortgage loans under Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities,” (“SFAS 133”).

      During the six months ended June 30, 2005, the risk management activities connected with 83% of the fixed-rate mortgage inventory and 37% of the adjustable-rate mortgage inventory were accounted for as fair value hedges. The Company recognized pre-tax losses of $21.2 million and $84.6 million, representing the ineffective portion of such fair value hedges of its mortgage inventory, for the six months ended June 30, 2005 and 2004, respectively. These amounts, along with the change in the fair value of the derivative instruments that were not designated as hedge instruments, are included in gain on sale of loans and securities in the consolidated statements of earnings.

      IRLCs are derivative instruments and are recorded at fair value with changes in fair value recognized in current period earnings (as a component of gain on sale of loans and securities). Because IRLCs are derivatives under SFAS 133, the risk management activities related to the IRLCs do not qualify for hedge accounting under SFAS 133. The freestanding derivative instruments that are used to manage the interest rate risk associated with the IRLCs are carried at fair value with changes in fair value recorded as a component of gain on sale of loans in the consolidated statements of earnings.

Risk Management Activities Related to Mortgage Servicing Rights and Other Retained Interests

      MSRs and other retained interests, specifically interest-only securities and residual securities, are generally subject to a loss in value, or impairment, when mortgage interest rates decline. To moderate the effect of impairment on earnings, the Company maintains a portfolio of financial instruments, including derivatives, which generally increase in aggregate value when interest rates decline. This portfolio of financial instruments is collectively referred to as the “Servicing Hedge.”

      During the three months ended June 30, 2005, a portion of the Servicing Hedge qualified as a fair value hedge under SFAS 133. The portion of the Servicing Hedge that qualified as a fair value hedge covered approximately 29% of the risk associated with a change in fair value of the MSRs attributable to changes in interest rates of up to 50 basis points. At no other time during the six months ended June 30, 2005 and 2004 has any portion of the Servicing Hedge qualified as a hedge under SFAS 133.

      Application of fair value hedge accounting under SFAS 133 results in the cost basis of the MSRs being adjusted for the change in fair value of the MSRs attributable to the hedged risk, with a corresponding amount included as a component of impairment or recovery of retained interests in the statement of earnings. The change in the fair value of the derivatives is included as a component of servicing hedge gains or losses in the statement of earnings. For the six months ended June 30, 2005, the Company recognized a loss of

21

COUNTRYWIDE FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

$11.6 million in earnings, which represents the amount of hedge ineffectiveness for the portion of the Servicing Hedge that qualified as a fair value hedge under SFAS 133. There was no portion of the related hedge instruments’ gain or loss that was excluded from the assessment of hedge effectiveness.

      The financial instruments that currently comprise the Servicing Hedge include options on interest rate futures, interest rate swaps, interest rate caps, interest rate swaptions, interest rate futures and mortgage forward rate agreements.

      Mortgage forward rate agreements represent mutual agreements to exchange a single cash flow at a forward settlement date, based on the basis point difference between the forward fixed-rate and a floating-rate set equal to the 30-day forward current coupon mortgage rate, known as the CMM index, on the settlement date. For use in the Servicing Hedge, the Company generally receives the fixed-rate and pays the floating-rate. Such agreements increase in value as the spread between the current coupon mortgage rate and the swap curves tightens, or when interest rates decline.

      With respect to the options on interest rate swaps and futures and interest rate caps, the Company is not exposed to loss beyond its initial outlay to acquire the hedge instruments and any unrealized gains recognized to date.

      With respect to the interest rate swaps outstanding as of June 30, 2005, the Company estimates that its maximum exposure to loss over the various contractual terms is $206 million.

      With respect to the mortgage forward rate agreements outstanding as of June 30, 2005, the Company estimates that its maximum exposure to loss over the various contractual terms is $423 million.

      Although these estimates could be exceeded, the Company derives its estimates of loss exposure based upon observed volatilities in the interest rate options market. Using the currently observed volatilities, management estimates, to a 95% confidence level, the maximum potential rate changes over a one-year time horizon. Management then estimates the Company’s exposure to loss based on the estimated maximum adverse rate change as of the measurement date.

      The following table summarizes the notional amounts of derivative contracts included in the Servicing Hedge:

	Balance,							Balance,
	December 31,				Dispositions/			June 30,
	2004		Additions		Expirations			2005
	(In millions)
Long call options on interest rate futures	$	15,250	$	29,700	$	(39,950	)	$	5,000
Long put options on interest rate futures		2,000		—		(2,000	)		—
Long treasury futures		2,850		150		(3,000	)		—
Interest rate caps		300		1,164		(1,164	)		300
Interest rate swaptions		41,250		40,675		(43,700	)		38,225
Interest rate floors		1,000		—		(1,000	)		—
Interest rate swaps		—		57,950		(30,250	)		27,700
Mortgage forward rate agreements		—		49,550		(12,500	)		37,050

Risk Management Activities Related to Issuance of Long-Term Debt

      The Company enters into interest rate swap contracts which enable it to convert a portion of its fixed-rate, long-term debt to U.S. dollar LIBOR-based floating-rate debt and to enable the Company to convert a portion of its foreign currency-denominated fixed and floating-rate, long-term debt to U.S. dollar LIBOR-based floating-rate debt. These transactions are designated as fair value hedges under SFAS 133. For the six

22

COUNTRYWIDE FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

months ended June 30, 2005, the Company recognized a pre-tax gain of $0.4 million, representing the ineffective portion of such fair value hedges of debt. For the six months ended June 30, 2004, the Company also recognized a pre-tax gain of $0.4 million, representing the ineffective portion of such fair value hedges of debt. These amounts are included in interest expense in the consolidated statements of earnings.

      The Company enters into interest rate swap contracts which enable it to convert a portion of its floating-rate, long-term debt to fixed-rate, long-term debt and to convert a portion of its foreign currency-denominated fixed-rate, long-term debt to U.S. dollar fixed-rate debt. These transactions are designated as cash flow hedges. For the six months ended June 30, 2005, the Company recognized no pre-tax gain or loss on the ineffective portion of cash flow hedges. For the six months ended June 30, 2004, the Company recognized a pre-tax gain of $0.01 million, representing the ineffective portion of such cash flow hedges. As of June 30, 2005, deferred net gains or losses on derivative instruments included in other comprehensive income that are expected to be reclassified to earnings during the next 12 months are not material.

Risk Management Activities Related to Deposit Liabilities

      The Company acquires interest rate swap contracts that have the effect of converting a portion of its fixed-rate deposit liabilities to variable-rate deposit liabilities. Effective January 1, 2005, these transactions were designated as fair value hedges under SFAS 133. For the six months ended June 30, 2005, the Company recognized a pre-tax loss of $1.7 million representing the ineffective portion of such fair value hedges. This amount is included in interest expense in the consolidated statement of earnings.

Risk Management Activities Related to the Broker-Dealer Securities Trading Portfolio

      In connection with its broker-dealer activities, the Company maintains a trading portfolio of fixed income securities, primarily MBS. The Company is exposed to the risk of price changes in this portfolio arising from changes in interest rates during the period it holds the securities. To manage this risk, the Company utilizes derivative financial instruments. These instruments include MBS mandatory forward sale and purchase commitments as well as short sales of cash market U.S. Treasury securities, futures contracts, interest rate swap contracts and swaptions. All such derivatives are accounted for as freestanding and as such are carried at fair value with changes in fair value recorded in current period earnings as a component of gain on sale of loans and securities.

Note 15 — Regulatory and Agency Capital Requirements

      The Company is a bank holding company as a result of the acquisition of Treasury Bank (the “Bank”). Both the Company and the Bank are subject to regulatory capital requirements imposed by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). The Company is also subject to U.S. Department of Housing and Urban Development, Fannie Mae, Freddie Mac and Government National Mortgage Association (“Ginnie Mae”) net worth requirements, which are lower than those of the Federal Reserve.

      Regulatory capital is assessed for adequacy by three measures: Tier 1 Leverage Capital, Tier 1 Risk-Based Capital and Total Risk-Based Capital. Tier 1 Leverage Capital includes common shareholders’ equity; preferred stock and capital securities that meet certain guidelines detailed in the capital regulations, less goodwill; the portion of MSRs not includable in regulatory capital (MSRs includable in regulatory capital are limited to the lesser of the carrying value of MSRs, 100% of Tier 1 capital, or 90% of the fair value of the MSRs, net of associated deferred taxes) and other adjustments. Tier 1 Leverage Capital is measured with respect to average assets during the quarter. The Company and the Bank are required to have a Tier 1 Leverage Capital ratio of 4.0% to be considered adequately capitalized and 5.0% to be considered well capitalized.

23

COUNTRYWIDE FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

      The Tier 1 Risk-Based Capital ratio is calculated as a percent of risk-weighted assets at the end of the quarter. The Company and the Bank are required to have a Tier 1 Risk-Based Capital ratio of 4.0% to be considered adequately capitalized and 6.0% to be considered well capitalized.

      Total Risk-Based Capital includes preferred stock and capital securities excluded from Tier 1 Capital, mandatory convertible debt and subordinated debt that meets certain regulatory criteria. The Total Risk-Based Capital ratio is calculated as a percent of risk-weighted assets at the end of the quarter. The Company and the Bank are required to have a Total Risk-Based Capital ratio of 8.0% to be considered adequately capitalized and 10.0% to be considered well capitalized.

      At June 30, 2005 and December 31, 2004, the Company and the Bank’s regulatory capital ratios and amounts, and minimum required capital ratios for the Company and the Bank to maintain a “well capitalized” status were as follows:

		June 30, 2005
					Countrywide Financial
					Corporation					Treasury Bank
		Minimum
		Required(1)			Ratio			Amount		Ratio			Amount
		(Dollar amounts in thousands)
Tier 1 Leverage Capital			5.0	%		7.2	%	$	11,498,160		6.9	%	$	4,010,472
Risk-Based Capital:
	Tier 1		6.0	%		10.4	%	$	11,498,160		9.9	%	$	4,010,472
	Total		10.0	%		11.0	%	$	12,129,225		10.1	%	$	4,084,639

(1)  Minimum required to qualify as “well capitalized.”

		December 31, 2004
					Countrywide Financial
					Corporation					Treasury Bank
		Minimum
		Required(1)			Ratio			Amount		Ratio			Amount
		(Dollar amounts in thousands)
Tier 1 Leverage Capital			5.0	%		7.9	%	$	10,332,383		7.8	%	$	2,939,144
Risk-Based Capital:
	Tier 1		6.0	%		11.1	%	$	10,332,383		11.8	%	$	2,939,144
	Total		10.0	%		11.7	%	$	10,928,223		12.0	%	$	2,988,116

(1)  Minimum required to qualify as “well capitalized.”

Note 16 — Segments and Related Information

      The Company has five business segments: Mortgage Banking, Banking, Capital Markets, Insurance and Global Operations.

      The Mortgage Banking Segment is comprised of three distinct sectors: Loan Production, Loan Servicing and Loan Closing Services.

      The Loan Production Sector originates prime and nonprime loans through a variety of channels on a national scale. The Loan Production Sector is comprised of four lending divisions: the Consumer Markets Lending Division, the Full Spectrum Lending Division, the Wholesale Lending Division, and the Correspondent Lending Division. The Consumer Markets and Full Spectrum Lending Divisions source mortgage loans directly from consumers through the Company’s retail branch network, as well as through real estate agents

24

COUNTRYWIDE FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

and homebuilders. The Wholesale Lending Division sources mortgage loans primarily from mortgage brokers. The Correspondent Lending Division acquires mortgage loans from other financial institutions.

      The Loan Servicing Sector includes investments in MSRs and other retained interests, as well as the Company’s loan servicing operations and subservicing for other domestic financial institutions. The Loan Closing Services Sector is comprised of the LandSafe companies, which provide credit reports, appraisals, title reports and flood determinations to the Company’s Loan Production Sector, as well as to third parties.

      The Banking Segment’s operations are comprised of Treasury Bank and Countrywide Warehouse Lending. Treasury Bank invests primarily in mortgage loans sourced from the Loan Production Sector. Countrywide Warehouse Lending provides to third-party mortgage lenders temporary financing secured by mortgage loans.

      The Capital Markets Segment primarily includes the operations of Countrywide Securities Corporation, a registered broker-dealer specializing in the mortgage securities market. In addition, it includes the operations of Countrywide Asset Management Corporation, Countrywide Commercial Real Estate Finance Corporation, Countrywide Servicing Exchange and CCM International Ltd.

      The Insurance Segment includes Balboa Life and Casualty Group, a national provider of property, life and liability insurance; Balboa Reinsurance Company, a primary mortgage reinsurance company; and Countrywide Insurance Services, Inc., a national insurance agency offering a specialized menu of insurance products directly to consumers.

      The Global Operations Segment includes Global Home Loans Limited, a provider of loan origination processing and loan subservicing in the United Kingdom; UKValuation Limited, a provider of property valuation services in the UK; Countrywide International Technology Holdings Limited, a licensor of loan origination processing, servicing and residential real estate value assessment technology; and CFC India Private Limited, a provider of call center, data processing and information technology related services.

      In general, intercompany transactions are recorded on an arms-length basis. However, the fulfillment fees paid by Treasury Bank to the Production Sector for origination costs incurred on mortgage loans funded by Treasury Bank are determined on an incremental cost basis, which is less than the fees that Treasury Bank would pay to a third party.

25

COUNTRYWIDE FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

      Included in the tables below labeled “Other” are the holding company activities and certain reclassifications to conform management reporting to the consolidated financial statements:

		Quarter Ended June 30, 2005
		Mortgage Banking
		Loan		Loan		Closing		Total					Capital				Global					Total
		Production		Servicing		Services		Mortgage		Banking			Markets		Insurance		Operations		Other			Consolidated
		(In thousands)
Revenues:
	External	$	1,219,873	$	191,536	$	69,233	$	1,480,642	$	408,967		$	147,844	$	248,972	$	56,203	$	(34,685	)	$	2,307,943
	Intersegment		17,372		83,870		—		101,242		(63,941	)		30,270		—		—		(67,571	)		—
Total Revenues		$	1,237,245	$	275,406	$	69,233	$	1,581,884	$	345,026		$	178,114	$	248,972	$	56,203	$	(102,256	)	$	2,307,943
Pre-tax Earnings		$	409,135	$	89,103	$	28,211	$	526,449	$	251,161		$	104,851	$	57,708	$	5,321	$	(10,609	)	$	934,881
Total Assets		$	26,303,000	$	16,307,000	$	64,000	$	42,674,000	$	69,712,000		$	43,541,000	$	2,028,000	$	263,000	$	400,000		$	158,618,000

		Quarter Ended June 30, 2004
		Mortgage Banking
		Loan			Loan		Closing		Total						Capital				Global					Total
		Production			Servicing		Services		Mortgage			Banking			Markets		Insurance		Operations		Other			Consolidated
		(In thousands)
Revenues:
	External	$	1,730,377		$	141,099	$	55,086	$	1,926,562		$	175,653		$	120,875	$	213,575	$	53,603	$	(15,522	)	$	2,474,746
	Intersegment		(36,417	)		28,268		—		(8,149	)		(6,962	)		40,810		—		—		(25,699	)		—
Total Revenues		$	1,693,960		$	169,367	$	55,086	$	1,918,413		$	168,691		$	161,685	$	213,575	$	53,603	$	(41,221	)	$	2,474,746
Pre-tax Earnings		$	969,825		$	25,193	$	23,069	$	1,018,087		$	119,083		$	89,631	$	48,537	$	9,683	$	(545	)	$	1,284,476
Total Assets		$	39,306,000		$	13,411,000	$	64,000	$	52,781,000		$	30,376,000		$	30,913,000	$	1,665,000	$	229,000	$	247,000		$	116,211,000

		Six Months Ended June 30, 2005
		Mortgage Banking
		Loan		Loan		Closing		Total					Capital				Global					Total
		Production		Servicing		Services		Mortgage		Banking			Markets		Insurance		Operations		Other			Consolidated
		(In thousands)
Revenues:
	External	$	2,687,834	$	320,784	$	129,825	$	3,138,443	$	742,620		$	317,270	$	472,441	$	111,317	$	(69,263	)	$	4,712,828
	Intersegment		957		144,107		—		145,064		(101,296	)		64,753		—		—		(108,521	)		—
Total Revenues		$	2,688,791	$	464,891	$	129,825	$	3,283,507	$	641,324		$	382,023	$	472,441	$	111,317	$	(177,784	)	$	4,712,828
Pre-tax Earnings		$	1,143,792	$	106,292	$	47,996	$	1,298,080	$	467,101		$	226,898	$	112,285	$	9,360	$	(29,846	)	$	2,083,878
Total Assets		$	26,303,000	$	16,307,000	$	64,000	$	42,674,000	$	69,712,000		$	43,541,000	$	2,028,000	$	263,000	$	400,000		$	158,618,000

		Six Months Ended June 30, 2004
		Mortgage Banking
		Loan			Loan			Closing		Total						Capital				Global					Total
		Production			Servicing			Services		Mortgage			Banking			Markets		Insurance		Operations		Other			Consolidated
		(In thousands)
Revenues:
	External	$	3,097,295		$	101,269		$	104,466	$	3,303,030		$	318,949		$	300,267	$	436,040	$	111,415	$	(29,737	)	$	4,439,964
	Intersegment		(82,469	)		50,789			—		(31,680	)		(9,328	)		84,814		—		—		(43,806	)		—
Total Revenues		$	3,014,826		$	152,058		$	104,466	$	3,271,350		$	309,621		$	385,081	$	436,040	$	111,415	$	(73,543	)	$	4,439,964
Pre-tax Earnings		$	1,670,435		$	(133,026	)	$	41,601	$	1,579,010		$	224,691		$	242,782	$	100,532	$	21,414	$	(1,270	)	$	2,167,159
Total Assets		$	39,306,000		$	13,411,000		$	64,000	$	52,781,000		$	30,376,000		$	30,913,000	$	1,665,000	$	229,000	$	247,000		$	116,211,000

26

COUNTRYWIDE FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Note 17 — Summarized Financial Information

      Summarized financial information for Countrywide Financial Corporation (parent only) and subsidiaries is as follows:

			June 30, 2005
			Countrywide
			Financial		Countrywide
			Corporation		Home		Other
			(Parent Only)		Loans, Inc.		Subsidiaries		Eliminations			Consolidated
			(In thousands)
Balance Sheets:
	Mortgage loans and mortgage- backed securities held for sale		$	—	$	29,471,476	$	684,687	$	23,256		$	30,179,419
	Trading securities			—		366,309		14,585,388		(412,662	)		14,539,035
	Securities purchased under agreements to resell and securities borrowed			—		—		26,378,449		(4,627,241	)		21,751,208
	Loans held for investment, net			—		5,956,860		56,575,429		(3,962	)		62,528,327
	Investments in other financial instruments			—		2,836,067		9,091,712		—			11,927,779
	Mortgage servicing rights, net			—		9,367,666		—		—			9,367,666
	Other assets			21,066,565		5,551,261		12,897,300		(31,190,739	)		8,324,387
		Total assets	$	21,066,565	$	53,549,639	$	120,212,965	$	(36,211,348	)	$	158,617,821
	Notes payable		$	9,192,018	$	35,174,652	$	31,794,911	$	(12,204,318	)	$	63,957,263
	Securities sold under agreements to repurchase			—		125		44,159,037		(4,618,591	)		39,540,571
	Deposit liabilities			—		—		30,610,641		3,143			30,613,784
	Other liabilities			218,913		14,318,104		6,315,762		(8,002,210	)		12,850,569
	Equity			11,655,634		4,056,758		7,332,614		(11,389,372	)		11,655,634
		Total liabilities and equity	$	21,066,565	$	53,549,639	$	120,212,965	$	(36,211,348	)	$	158,617,821

			Six Months Ended June 30, 2005
			Countrywide
			Financial			Countrywide
			Corporation			Home		Other
			(Parent Only)			Loans, Inc.		Subsidiaries		Eliminations			Consolidated
			(In thousands)
Statements of Earnings
	Revenues		$	3,752		$	3,161,922	$	1,770,439	$	(223,285	)	$	4,712,828
	Expenses			12,830			1,890,920		929,999		(204,799	)		2,628,950
	Provision for income taxes			(4,002	)		514,525		325,575		(7,530	)		828,568
	Equity in net earnings of subsidiaries			1,260,386			—		—		(1,260,386	)		—
		Net earnings	$	1,255,310		$	756,477	$	514,865	$	(1,271,342	)	$	1,255,310

27

COUNTRYWIDE FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

			December 31, 2004
			Countrywide
			Financial		Countrywide
			Corporation		Home		Other
			(Parent Only)		Loans, Inc.		Subsidiaries		Eliminations			Consolidated
			(In thousands)
Balance Sheets:
	Mortgage loans and mortgage- backed securities held for sale		$	—	$	36,937,845	$	412,304	$	—		$	37,350,149
	Trading securities			—		318,110		11,543,284		—			11,861,394
	Securities purchased under agreements to resell and securities borrowed			—		2,550,127		13,354,254		(2,672,933	)		13,231,448
	Loans held for investment, net			—		5,431,321		34,230,360		(490	)		39,661,191
	Investments in other financial instruments			—		2,301,416		7,789,641		—			10,091,057
	Mortgage servicing rights, net			—		8,729,929		—		—			8,729,929
	Other assets			11,308,342		4,759,535		10,452,379		(18,949,719	)		7,570,537
		Total assets	$	11,308,342	$	61,028,283	$	77,782,222	$	(21,623,142	)	$	128,495,705
	Notes payable		$	829,030	$	51,532,883	$	22,856,613	$	(8,604,855	)	$	66,613,671
	Securities sold under agreements to repurchase			—		—		23,137,028		(2,671,905	)		20,465,123
	Deposit liabilities			—		—		20,013,208		—			20,013,208
	Other liabilities			169,236		5,451,663		5,736,987		(264,259	)		11,093,627
	Equity			10,310,076		4,043,737		6,038,386		(10,082,123	)		10,310,076
		Total liabilities and equity	$	11,308,342	$	61,028,283	$	77,782,222	$	(21,623,142	)	$	128,495,705

			Six Months Ended June 30, 2004
			Countrywide
			Financial			Countrywide
			Corporation			Home		Other
			(Parent Only)			Loans, Inc.		Subsidiaries		Eliminations			Consolidated
			(In thousands)
Statements of Earnings:
	Revenues		$	6,024		$	2,573,733	$	2,003,597	$	(143,390	)	$	4,439,964
	Expenses			6,521			1,356,518		1,052,762		(142,996	)		2,272,805
	Provision for income taxes			(193	)		476,088		361,748		(152	)		837,491
	Equity in net earnings of subsidiaries			1,329,972			—		—		(1,329,972	)		—
		Net earnings	$	1,329,668		$	741,127	$	589,087	$	(1,330,214	)	$	1,329,668

28

COUNTRYWIDE FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Note 18 — Legal Proceedings

      Countrywide and certain subsidiaries are defendants in various legal proceedings involving matters generally incidental to their businesses. Although it is difficult to predict the ultimate outcome of these proceedings, management believes, based on discussions with counsel, that any ultimate liability will not materially affect the consolidated financial position or results of operations of the Company.

Note 19 — Borrower and Investor Custodial Accounts

      As of June 30, 2005 and December 31, 2004, the Company managed $24.6 billion and $20.6 billion, respectively, of off-balance sheet borrower and investor custodial cash accounts as well as related liabilities to those borrowers and investors. Of these amounts, $11.1 billion and $7.9 billion, respectively, were deposited at the Bank and were included in the Company’s deposit liabilities, with the remaining balances held by other depository institutions. These custodial accounts arise in connection with the Company’s mortgage servicing activities.

Note 20 — Loan Commitments

      As of June 30, 2005 and December 31, 2004, the Company had undisbursed home equity lines of credit commitments of $6.5 billion and $5.4 billion, respectively, as well as undisbursed construction loan commitments of $1.3 billion and $936.9 million, respectively. As of June 30, 2005, outstanding commitments to fund mortgage loans totaled $49.5 billion.

Note 21 — Subsequent Events

      On July 25, 2005, the Board of Directors declared a dividend of $0.15 per common share payable August 31, 2005, to shareholders of record on August 15, 2005.

Note 22 — Recently Issued Accounting Standards

      In December 2004, the FASB issued Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (“SFAS 123R”), an amendment of FASB Statement No. 123 (“SFAS 123”), “Accounting for Stock-Based Compensation.” This Statement requires companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. SFAS 123R requires measurement of fair value of employee stock options using an option pricing model that takes into account the awarded options’ unique characteristics. SFAS 123R requires charging the recognized cost to expense over the period the employee provides services to earn the award, generally its vesting period. In April of 2005, the Securities and Exchange Commission revised the required adoption date of SFAS 123R. As a result of this change, the Company is required to adopt SFAS 123R effective January 1, 2006. Management has not yet determined the effect of implementation of SFAS 123R or whether the Statement will be implemented prospectively or retrospectively.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

      Countrywide is a diversified financial services company engaged primarily in mortgage banking, banking and other mortgage finance-related businesses. Our goal is to continue as a leader in the mortgage banking business and to use this position to capitalize on meaningful opportunities to leverage our core mortgage banking business and to provide sources of earnings that tend to be sustainable in various interest rate environments. We manage our businesses through five business segments — Mortgage Banking, Banking, Capital Markets, Insurance and Global Operations.

Second Quarter Results

      Our consolidated net earnings for the second quarter of 2005 were $566.5 million, a decline of 28 percent from 2004’s second quarter net earnings of $786.5 million. This decline occurred despite loan production increasing by $21.4 billion, or 21%, over the second quarter of last year. The primary reason for this was a decrease in production margins partially offset by improved performance in our Banking Segment and other factors.

Mortgage Market

      The mortgage banking business continues to be the primary source of our revenues and earnings. As a result, the dominant external influence on our operating results is the aggregate demand for mortgage loans in the U.S., which is affected by such factors as prevailing mortgage interest rates and the strength of the U.S. housing market.

      In 2004, total U.S. residential mortgage production totaled approximately $2.6 trillion, a 32% decline from 2003’s record-setting market. For 2005, third party forecasters predict total U.S. mortgage production to be between $2.5 trillion and $2.8 trillion. For the quarter and six months ended June 30, 2005, total U.S. residential mortgage production was estimated at $779 billion and $1,376 billion, respectively, compared to $802 billion and $1,364 billion for the quarter and six months ended June 30, 2004, respectively. (Source: Mortgage Bankers Association). We increased our market share to 15.5% for the current quarter from 12.5% in the year ago period.

Loan Production

      Our total loan production volume increased during the second quarter because of increased market share. Notably, the composition of our loan production has changed from last year as a result of homeowner preference for adjustable-rate mortgages. In the current period, our adjustable-rate loan production, including pay-option loans, has increased in prominence and now exceed our fixed-rate loan production. Pay-option loans have increased from approximately 3% of our loan production during the quarter ended June 30, 2004, to approximately 21% of our production during the quarter ended June 30, 2005. These loans — which provide borrowers with the option to make fully-amortizing, interest-only, or “negative-amortizing” payments — provide our Production Sector with greater pricing margins and our Servicing Sector with increased servicing complexity during their option period. In addition, they provide our Banking Segment with lower initial net interest income during the period of the reduced introductory interest rate on these loans. Approximately 74% of the pay-option loans produced in the current quarter was originated for sale without recourse. The remainder of these loans was retained in the Bank’s portfolio of loans held for investment.

      When the monthly payments for pay-option loans eventually increase, borrowers may be less likely to pay the increased amounts and, therefore, more likely to default on the loan, than a borrower using a normal amortizing loan. Our exposure to this higher credit risk is increased by any negative amortization that has accrued with respect to such loan. In other words, because of the lower initial amortization requirements of these loans, pay-option loans may increase the credit risk inherent in our loans held for investment. We also face increased operational risk in our loan servicing activities relating to these loans.

      Production Sector margins decreased from 93 basis points for loans produced in the first quarter of 2005 to 40 basis points in the second quarter as a result of various factors. These include lower pricing margins in prime and nonprime loans; a shift in channel mix toward the lower margin correspondent channel; and the decision to increase loan retention during the second quarter. Also, while the pipeline hedge performed to

30

expectations in the second quarter, margins declined because hedging outperformance in the first quarter was not repeated.

Retention Strategy

      While we plan to grow our investment in mortgage loans at Treasury Bank irrespective of the mortgage market, we continually evaluate the benefits of selling or retaining loans. Sales of loans generate current period gains on sale, while the retention of loans is designed to provide a stream of net interest income over the life of such loans as well as a greater base of future earnings. In making the determination of whether to sell or retain loans, we consider, among other factors, earnings growth, current market and economic conditions and capital availability. Our decisions in this regard will result in changes, which may be significant, in loan retention levels and the size of our loan portfolio, as well as current period earnings and Production sector margins.

Interest Rate Risk and Credit Risk

      The principal market risk we face is interest rate risk — the risk that the value of our assets or liabilities or our net interest income will change due to changes in interest rates. Market risk is most directly reflected in the value of our interest rate lock commitments, inventory of loans held for sale, trading securities, investment in other financial instruments and mortgage servicing rights. We manage market risk primarily through the natural counterbalance of our loan production operations and our investment in MSRs, as well as with various financial instruments including derivatives. The primary objective of our interest rate risk management activities is to reduce the variability of earnings caused by changes in interest rates.

      We also face credit risk, primarily related to our residential mortgage production activities in both the Mortgage Banking and Banking Segments. Credit risk is the potential for financial loss resulting from the failure of a borrower or an institution to honor its contractual obligations to us. Credit risk most directly affects our other financial instruments that are credit subordinated to other securities and our mortgage loans held for investment. We manage mortgage credit risk principally by selling most of the mortgage loans that we produce, limiting credit recourse to Countrywide in those transactions, and by retaining high credit quality mortgages in our loan portfolio.

Liquidity

      Our liquidity and financing requirements are significant. We meet these requirements in a variety of ways, including use of the public corporate debt and equity markets, mortgage- and asset-backed securities markets, and, increasingly, through the financing activities of our Bank. The objective of our liquidity management is to ensure that adequate, diverse and reliable sources of cash are available to meet our funding needs on a cost-effective basis. Our ability to raise financing at the level and cost required to compete effectively is dependent on maintaining our high credit standing.

Competition

      The mortgage industry has undergone rapid consolidation in recent years, and we expect this trend to continue in the future. Today the industry is dominated by large, sophisticated financial institutions. To compete effectively in the future, we will be required to maintain a high level of operational, technological and managerial expertise, as well as an ability to attract capital at a competitive cost. We believe that we will benefit from industry consolidation through increased market share while rational price competition is maintained.

      As used in this Report, references to “we,” “our,” “the Company” or “Countrywide” refer to Countrywide Financial Corporation and its consolidated subsidiaries unless otherwise indicated.

Critical Accounting Policies

      The accounting policies with the greatest impact on our financial condition and results of operations, and which require the most judgment, pertain to our mortgage securitization activities, our investments in MSRs and other retained interests, and our use of derivatives to manage interest rate risk. Our critical accounting policies involve the following three areas: 1) accounting for gains on sales of loans and securities; 2) accounting for

31

MSRs and other retained interests, including valuation of these retained interests; and 3) accounting for derivatives and our related interest rate risk management activities.

      On April 1, 2005, we implemented hedge accounting for a portion of our interest rate risk management activities related to our MSRs in accordance with Statement of Financial Accounting Standards No. 133 “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”). See Note 14 — “Derivative Instruments and Risk Management Activities” for a description of our accounting for the portion of our interest rate risk management activities related to our retained interests that qualify as a hedge under SFAS 133.

Stock Split Effected as Stock Dividends and Earnings per Share Calculations

      In April 2004 and August 2004, respectively, we completed a 3-for-2 and a 2-for-1 stock split both of which were effected as stock dividends. In the fourth quarter of 2004, the Emerging Issues Task Force reached a consensus on Issue No. 04-8, which required the Company to include the assumed conversion of its convertible debentures in diluted earnings per share. All references in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to the number of common shares and earnings per share amounts have been adjusted accordingly.

Results of Operations Comparison — Quarters Ended June 30, 2005 and 2004

Consolidated Earnings Performance

      Our diluted earnings per share for the quarter ended June 30, 2005 were $0.92, a 29% decrease from diluted earnings per share for the quarter ended June 30, 2004. Net earnings were $566.5 million for the quarter ended June 30, 2005, a 28% decrease from the year-ago period.

      The decrease in our earnings resulted primarily from a decline in the profitability of our Mortgage Banking Segment. The Mortgage Banking Segment produced pre-tax earnings of $526.4 million for the quarter ended June 30, 2005, a decrease of 48% from the same period last year. The decrease in the profitability of our Mortgage Banking Segment was due primarily to a decrease in production margins. This decline was partially offset by increased profitability in the Banking Segment, which produced pre-tax earnings of $251.2 million, an increase of 111% from the year-ago period. The increase in profitability of our Banking Segment was primarily due to a 129% increase in average interest-earning assets at Treasury Bank from the year-ago period.

Operating Segment Results

      Pre-tax earnings by segment are summarized below:

			Quarter Ended
			June 30,
			2005			2004
			(In thousands)
Mortgage Banking:
	Loan Production		$	409,135		$	969,825
	Loan Servicing			89,103			25,193
	Loan Closing Services			28,211			23,069
		Total Mortgage Banking		526,449			1,018,087
Banking				251,161			119,083
Capital Markets				104,851			89,631
Insurance				57,708			48,537
Global Operations				5,321			9,683
Other				(10,609	)		(545	)
	Pre-tax earnings		$	934,881		$	1,284,476

32

      The pre-tax earnings of each segment include intercompany transactions, which are eliminated in the “other” category above.

      Mortgage loan production by segment and product is summarized below:

			Quarter Ended
			June 30,
			2005		2004
			(In millions)
Segment:
	Mortgage Banking		$	101,154	$	88,490
	Banking — Treasury Bank			16,067		6,574
	Capital Markets:
		Conduit acquisitions		3,126		4,599
		Commercial real estate		732		—
			$	121,079	$	99,663
Product:
	Prime Mortgage		$	98,852	$	82,808
	Prime Home Equity			11,059		7,301
	Nonprime Mortgage			10,436		9,554
	Commercial real estate			732		—
			$	121,079	$	99,663

      The following table summarizes loan production by purpose and by interest rate type:

		Quarter Ended
		June 30,
		2005		2004
		(In millions)
Purpose:
	Purchase	$	61,104	$	45,949
	Non-purchase		59,975		53,714
		$	121,079	$	99,663
Interest Rate Type:
	Adjustable Rate	$	67,295	$	48,743
	Fixed Rate		53,784		50,920
		$	121,079	$	99,663

Mortgage Banking Segment

      The Mortgage Banking Segment includes the Loan Production, Loan Servicing and Loan Closing Services Sectors. The Loan Production and Loan Closing Services Sectors generally perform at their best when mortgage interest rates are relatively low and loan origination volume is high. Conversely, the Loan Servicing Sector generally performs well when mortgage interest rates are relatively high and loan prepayments are low. The natural counterbalance of these sectors reduces the impact of changes in mortgage interest rates on our earnings.

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Loan Production Sector

      The Loan Production Sector produces mortgage loans through the four production divisions of Countrywide Home Loans (“CHL”) — Consumer Markets, Wholesale Lending, Correspondent Lending and Full Spectrum Lending.

      The pre-tax earnings of the Loan Production Sector are summarized below:

		Quarter Ended June 30,
		2005					2004
				Percentage of					Percentage of
				Loan					Loan
				Production					Production
		Amount		Volume			Amount		Volume
		(Dollar amounts in thousands)
Revenues:
	Prime Mortgage	$	801,046				$	993,339
	Nonprime Mortgage		270,022					462,885
	Prime Home Equity		166,177					237,736
	Total revenues		1,237,245		1.22	%		1,693,960		1.91	%
Expenses:
	Compensation expenses		508,423		0.50	%		467,176		0.53	%
	Other operating expenses		231,549		0.23	%		159,086		0.18	%
	Allocated corporate expenses		88,138		0.09	%		97,873		0.10	%
	Total expenses		828,110		0.82	%		724,135		0.81	%
	Pre-tax earnings	$	409,135		0.40	%	$	969,825		1.10	%

      Revenues decreased from the year-ago period due primarily to decreased margins on both Prime and Nonprime Mortgage Loans caused by increasing price competition for these products. The effect of the decrease in margins from loan sales was partially offset by a 14% increase in the volume of Prime Mortgage Loan sales and a mix of products toward higher margin adjustable-rate loans. In the quarter ended June 30, 2005, $99.4 billion of mortgage loans, or 98% of loan production, was sold compared to $89.4 billion of mortgage loans, or 101% of loan production, in the quarter ended June 30, 2004.

      Expenses increased from the year-ago period, primarily due to increased compensation and occupancy costs incurred to accommodate growth in loan production. However, high levels of productivity helped maintain expenses expressed as a percentage of production consistent with the prior year. We continued to expand our loan production operations in the quarter ended June 30, 2005 to continue support of our long-term objective of market share growth.

      Market demand for residential mortgages in the quarter ended June 30, 2005 was relatively constant compared to the same period last year. However, our production increased in the current quarter compared to the year ago period due to an increase in our market share. Our mortgage loan production market share was 15.5% in the quarter ended June 30, 2005, up from 12.5% in the quarter ended June 30, 2004. (Source of Mortgage Market: Mortgage Bankers Association).

      Mortgage Banking loan production volume for the quarter ended June 30, 2005 increased 14% from the year-ago period. The increase was due to a rise in purchase and non-purchase loan production of 24% and 6%, respectively, resulting from an increase in market share. The increase in purchase loans is significant because this component of the mortgage market has historically offered relatively stable growth, averaging 11% per year over the last 10 years. The non-purchase, or refinance, component of the mortgage market is highly volatile because it is driven almost exclusively by prevailing mortgage interest rates.

34

      The following table summarizes Mortgage Banking loan production by purpose and by interest rate type:

		Quarter Ended
		June 30,
		2005		2004
		(In millions)
Purpose:
	Purchase	$	51,057	$	41,176
	Non-purchase		50,097		47,314
		$	101,154	$	88,490
Interest Rate Type:
	Adjustable Rate	$	50,701	$	40,517
	Fixed Rate		50,453		47,973
		$	101,154	$	88,490

      In the quarter ended June 30, 2005, 50% of our loan production was adjustable-rate in comparison to 46% in the year-ago period. The increase in adjustable-rate production reflects the continued shift in homeowner preferences toward adjustable-rate mortgages including attractive product alternatives such as hybrid adjustable-rate mortgages that provide a relatively low fixed rate for the first three to ten years of the mortgage and pay-option adjustable-rate mortgages.

      The volume of Nonprime Mortgage and Prime Home Equity Loans produced (which is included in our total volume of loans produced) increased 24% during the quarter ended June 30, 2005 compared to the year-ago period. Details are shown in the following table:

	Quarter Ended
	June 30,
	2005			2004
	(Dollar amounts in
	millions)
Nonprime Mortgage Loans	$	9,670		$	8,132
Prime Home Equity Loans		6,875			5,239
	$	16,545		$	13,371
Percent of total Mortgage Banking loan production		16.4	%		15.1	%

      Nonprime Mortgage and Prime Home Equity Loans generally provide higher profit margins, and the demand for such loans is believed to be less interest rate sensitive than the demand for Prime Mortgage Loans. Consequently, we believe these loans will be a significant component of the Loan Production Sector’s future profitability, especially if mortgage interest rates rise.

      During the quarter ended June 30, 2005, the Loan Production Sector operated at approximately 118% of planned operational capacity, compared to 114% during the year-ago period. The primary capacity constraint in our loan origination activities is the number of loan operations personnel we have on staff. Therefore, we measure planned capacity with reference to the number of our loan operations personnel multiplied by the number of loans we expect each loan operations staff person to process under normal conditions. Management adjusts staffing levels to account for changes in the current and projected near-term mortgage market. We plan to continue building our sales staff as a primary means to increase our market share, particularly for purchase loans.

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      The following table summarizes the number of people included in the Loan Production Sector workforce:

			Workforce at
			June 30,
			2005		2004
Sales				14,425		11,034
Operations:
	Regular employees			8,716		7,930
	Temporary staff			1,784		1,077
				10,500		9,007
Production technology				1,092		991
Administration and support				2,465		2,003
		Total Loan Production Sector workforce		28,482		23,035

      The following table shows total Mortgage Banking loan production volume by division:

	Quarter Ended
	June 30,
	2005		2004
	(In millions)
Correspondent Lending	$	45,119	$	37,908
Consumer Markets		30,509		27,099
Wholesale Lending		19,613		19,848
Full Spectrum Lending		5,913		3,635
	$	101,154	$	88,490

      The Consumer Markets Division has expanded its commissioned sales force, which emphasizes purchase loan production, to 5,388 at June 30, 2005, an increase of 1,126, or 26%, over the year-ago period. This Division’s branch network has grown to 616 branch offices at June 30, 2005, an increase of 104 offices from June 30, 2004.

      The commissioned sales force contributed $13.3 billion in purchase originations during the quarter ended June 30, 2005, a 33% increase over the year-ago period. The purchase production generated by the commissioned sales force represented 77% of the Consumer Markets Division’s purchase production for the quarter ended June 30, 2005.

      The Wholesale Lending and Full Spectrum Lending Divisions also continued to increase their sales forces as a means to increase market share. At June 30, 2005, the sales force in the Wholesale Lending Division numbered 1,162, an increase of 23% compared to June 30, 2004. The Full Spectrum Lending Division expanded its sales force by 1,072 or 37%, compared to June 30, 2004, and has expanded its branch network to 179 branch offices at June 30, 2005, an increase of 45 offices over the year-ago period.

Loan Servicing Sector

      The Loan Servicing Sector includes a significant processing operation, consisting of approximately 7,000 employees who service our 6.8 million mortgage loans. Also included in the Loan Servicing Sector’s results is the performance of our investments in MSRs and other retained interests and associated risk management activities, as well as profits from subservicing activities in the United States. The long-term performance of this sector is affected primarily by the level of interest rates and the corresponding effect on the level of projected and actual prepayments in our servicing portfolio.

36

      The following table summarizes the results for the Loan Servicing Sector:

		Quarter Ended June 30,
		2005						2004
					Percentage of						Percentage of
					Average						Average
					Servicing						Servicing
		Amount			Portfolio(1)			Amount			Portfolio(1)
		(Dollar amounts in thousands)
Servicing fees, net of guarantee fees		$	761,269			0.333	%	$	566,389			0.325	%
Miscellaneous fees			117,215			0.051	%		114,629			0.066	%
Income from other retained interests			108,140			0.047	%		115,536			0.066	%
Escrow balance income (expense)			77,259			0.034	%		(40,912	)		(0.023	)%
Amortization of mortgage servicing rights			(482,373	)		(0.211	)%		(569,977	)		(0.327	)%
(Impairment) recovery of retained interests			(1,378,821	)		(0.602	)%		1,179,127			0.677	%
Servicing hedge gains (losses)			1,147,158			0.501	%		(1,149,451	)		(0.660	)%
	Total servicing revenues		349,847			0.153	%		215,341			0.124	%
Operating expenses			161,255			0.070	%		108,155			0.062	%
Allocated corporate expenses			15,006			0.007	%		19,109			0.011	%
	Total servicing expenses		176,261			0.077	%		127,264			0.073	%
Interest expense			84,483			0.037	%		62,884			0.037	%
Pre-tax earnings		$	89,103			0.039	%	$	25,193			0.014	%
Average servicing portfolio		$	915,582,000					$	696,618,000

(1)  Annualized

      Our servicing portfolio grew to $964.4 billion at June 30, 2005, a 33% increase from June 30, 2004. At the same time, the overall weighted-average note rate of loans in our servicing portfolio remained at 5.9%.

      Pre-tax earnings in the Loan Servicing Sector were $89.1 million during the quarter ended June 30, 2005, an improvement of $63.9 million from the year-ago period. Pre-tax earnings in the Loan Servicing Sector increased primarily due to a $194.9 million increase in the net servicing fees that resulted from a 31% increase in the size of the average servicing portfolio. In addition, escrow balance benefit improved $118 million due to an increase in short-term interest rates. Offsetting these increases was an increase in amortization and impairment net of Servicing Hedge, which rose by $173.7 million to $714.0 million during the current period.

      Mortgage interest rates declined during the quarter ended June 30, 2005 which resulted in a higher projected prepayment rate at the end of the period than at the beginning. This in turn resulted in impairment being recorded in the current period. In contrast, interest rates rose during the quarter ended June 30, 2004, which resulted in a lower projected prepayment rate at the end of the period than at the beginning and recovery of previously recorded impairment during the year-ago period. The amortization and impairment of retained interests was $1,861.2 million during the quarter ended June 30, 2005 compared to recovery of previous impairment, net of amortization, of $609.2 million during the quarter ended June 30, 2004.

      The Servicing Hedge is designed to offset the impairment of MSRs and other retained interests. The values of the derivatives that constitute the primary components of the Servicing Hedge are tied to long-term Treasury, mortgage and swap rate indices. The decrease in these rates during the quarter ended June 30, 2005 offset by time value decay of $149 million on the options included in the Servicing Hedge resulted in a Servicing Hedge gain of $1,147.2 million. During the quarter ended June 30, 2004, the Servicing Hedge generated a loss of $1,149.5 million resulting from an increase in long-term Treasury and swap rates combined with option time value decay of $88 million. In a stable interest rate environment, we expect to incur no significant impairment charges; however, we expect to incur losses related to the Servicing Hedge driven

37

primarily by time value decay on options used in the hedge. The level of Servicing Hedge losses in any period depends on various factors such as the size and composition of the hedge, the shape of the yield curve and the level of implied interest rate volatility.

Loan Closing Services Sector

      This sector is comprised of the LandSafe companies, which provide credit reports, flood determinations, appraisals, property valuation services and title reports primarily to the Loan Production Sector but increasingly to third parties as well. Our integration of these previously outsourced services has provided not only incremental profits but also higher overall levels of service and quality control.

      The LandSafe companies produced $28.2 million in pre-tax earnings, representing an increase of 22% from the year-ago period. The increase in LandSafe’s pre-tax earnings was primarily due to the increase in our loan origination activity.

Banking Segment

      Our banking strategy includes holding loans in portfolio that historically we would have immediately sold into the secondary mortgage market. Management believes this strategy will increase earnings, as well as provide a stream of earnings over the long term. In the short term, reported consolidated profits will be impacted by the reduction in gains that would have been recognizable had the loans been sold.

      The Banking Segment achieved pre-tax earnings of $251.2 million during the quarter ended June 30, 2005, as compared to $119.1 million for the year-ago period. Following is the composition of pre-tax earnings by company:

		Quarter Ended
		June 30,
		2005			2004
		(In thousands)
Treasury Bank (“Bank”)		$	238,195		$	107,260
Countrywide Warehouse Lending (“CWL”)			20,965			17,415
Allocated corporate expenses			(7,999	)		(5,592	)
	Pre-tax earnings	$	251,161		$	119,083

      The Bank’s revenues and expenses are summarized in the following table:

		Quarter Ended
		June 30,
		2005			2004
		(Dollar amounts in
		thousands)
Interest income		$	735,025		$	268,285
Interest expense			433,683			130,478
	Net interest income		301,342			137,807
Provision for loan losses			(20,265	)		(8,930	)
	Net interest income after provision for loan losses		281,077			128,877
Non-interest income			37,393			15,829
Non-interest expense			(80,275	)		(37,446	)
	Pre-tax earnings	$	238,195		$	107,260
Efficiency ratio(1)			22	%		22	%
After-tax return on average assets			0.99	%		1.04	%

(1)  Non-interest expense reduced by mortgage insurance divided by the sum of net interest income plus non-interest income.

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      The increase in net interest income is primarily due to a $32.7 billion, or 129%, increase in average interest-earning assets, as summarized below:

				Quarter Ended June 30,
				2005						2004
				Average				Yield/		Average				Yield/
				Balance		Amount		Cost		Balance		Amount		Cost
				(Dollar amounts in thousands)
Net interest income:
	Yield on interest-earning assets:
		Mortgage loans held for investment		$	49,526,239	$	644,818		5.22%	$	21,022,824	$	235,214		4.50%
		Securities available for sale			6,819,820		74,830		4.40%		2,783,892		25,887		3.74%
		Other			1,689,683		15,377		3.65%		1,504,851		7,184		1.92%
			Total yield on interest-earning assets		58,035,742		735,025		5.08%		25,311,567		268,285		4.27%
	Cost of interest-bearing liabilities:
		Deposits			28,075,568		222,825		3.18%		14,165,149		62,690		1.78%
		FHLB advances			20,456,319		169,847		3.33%		9,127,706		67,630		2.98%
		Other			5,289,171		41,011		3.11%		59,821		158		1.06%
			Total cost of interest-bearing liabilities	$	53,821,058		433,683		3.23%	$	23,352,676		130,478		2.25%
Net interest income						$	301,342					$	137,807
Net interest margin(1)									2.08%						2.20%

(1)  Calculated as net interest income divided by interest-earning assets.

      Treasury Bank increased its investment in pay-option ARM loans during 2005. These loans have interest rates that adjust monthly and contain features that allow the borrower to defer making the full interest payment for at least the first year of the loan’s life. Thereafter, minimum monthly payments increase by no more than 7¹/2% per year unless the unpaid balance increases to 115% of the original loan amount, at which time a new monthly payment amount adequate to repay the loan over its remaining contractual life is established. To ensure a borrower makes adequate payments to repay a loan, the fully amortizing loan payment amount is recalculated every five years. Our underwriting standards for these loans include a requirement that the borrower meet secondary market debt service ratio tests based on the borrower making the fully amortizing loan payment assuming the note rate is fully indexed. (A fully indexed note rate equals the sum of the index rate plus the margin applicable to the loan.) Our underwriting standards conform to those required to make the pay-option loans salable into the secondary market at the date of funding.

      Following is a summary of pay-option loans held by Treasury Bank:

		June 30,		December 31,
		2005		2004
		(In thousands)
Total pay-option loan portfolio		$	15,010,822	$	4,477,247
Pay-option loans with accumulated negative amortization:
	Principal	$	2,871,464	$	32,818
	Accumulated negative amortization	$	5,915	$	29

      The provision for loan losses increased during the quarter ended June 30, 2005 compared to the quarter ended June 30, 2004 due to the increase in mortgage loans held for investment. We expect our provision for loan losses and the related allowance for loan losses to increase as a percentage of our portfolio of loans held

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for investment as our portfolio continues to season. The impact of the increase in the allowance for loan losses is partially mitigated by the addition of new loans to our portfolio.

      The composition of the Bank’s balance sheets was as follows:

			June 30,						December 31,
			2005						2004
			Amount			Rate			Amount			Rate
			(Dollar amounts in millions)
Assets
	Cash		$	239			1.16	%	$	140			1.35	%
	Short-term investments			257			3.32	%		225			2.16	%
	Mortgage loans held for investment, net			56,610			5.20	%		34,230			5.11	%
	Available-for-sale securities			6,545			4.58	%		5,246			4.34	%
	FHLB & FRB stock			1,195			4.62	%		795			3.96	%
	Other assets			614			—			328			—
		Total assets	$	65,460			5.07	%	$	40,964			4.97	%
Liabilities and Equity
	Deposits:
		Company-controlled escrow deposit accounts	$	11,141			3.24	%	$	7,901			2.19	%
		Customer		19,470			3.43	%		12,112			3.01	%
	FHLB advances			23,825			3.32	%		15,475			2.97	%
	Other borrowings			6,402			3.25	%		1,811			2.37	%
	Other liabilities			622			—			740			—
				61,460			3.30	%		38,039			2.79	%
	Shareholder’s equity			4,000						2,925
		Total liabilities and equity	$	65,460					$	40,964
Non-accrual loans			$	41.1					$	21.8
Capital ratios:
	Tier 1 Leverage			6.9	%					7.8	%
	Tier 1 Risk-based capital			9.9	%					11.8	%
	Total Risk-based capital			10.1	%					12.0	%

      The Banking Segment also includes the operation of CWL. CWL’s pre-tax earnings increased by $3.6 million during the quarter ended June 30, 2005 in comparison to the year-ago period, primarily due to a 41% increase in average mortgage warehouse advances, partially offset by a decrease in the net interest margin due to increasing competition in the warehouse lending market. The increase in warehouse mortgage advances was due primarily to increased activity with Mortgage Sector customers.

Capital Markets Segment

      Our Capital Markets Segment achieved pre-tax earnings of $104.9 million for the quarter ended June 30, 2005, an increase of $15.2 million, or 17%, from the year-ago period. Total revenues were $178.1 million, an increase of $16.4 million, or 10%, compared to the year-ago period. The Capital Markets Segment has expanded its staffing and infrastructure to invest in the development of new lines of business such as U.S. Treasury securities trading, commercial real estate finance and broker-dealer operations in Japan, the expense of which was partially offset by reduced overall compensation expense.

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      The following table shows revenues, expenses and pre-tax earnings of the Capital Markets Segment:

			Quarter Ended
			June 30,
			2005		2004
			(In thousands)
Revenues:
	Conduit		$	72,361	$	69,577
	Underwriting			56,713		65,680
	Securities trading			24,353		26,886
	Commercial real estate			9,584		15
	Brokering			9,037		3,182
	Other			6,066		(3,655	)
		Total revenues		178,114		161,685
Expenses:
	Operating expenses			69,617		69,569
	Allocated corporate expenses			3,646		2,485
		Total expenses		73,263		72,054
Pre-tax earnings			$	104,851	$	89,631

      During the quarter ended June 30, 2005, the Capital Markets Segment generated revenues totaling $72.4 million from its conduit activities, which includes managing the acquisition and sale or securitization of whole loans on behalf of CHL. Conduit revenues for the quarter ended June 30, 2005 increased 4% in comparison to the year-ago period, primarily because of an increase in the conduit loans sold.

      Underwriting revenues decreased $9.0 million over the year-ago period because of decreased underwriting of CHL securitizations by Capital Markets.

      Securities trading revenues declined 9% due to a decline in mortgage securities trading margins and volume. Trading volumes decreased 13% from the year-ago period excluding U.S. Treasury securities. Including U.S. Treasury securities, the total securities volume traded increased 1% over the year-ago period.

      During the quarter ended June 30, 2005, the Capital Markets Segment generated revenues totaling $9.6 million from sales of commercial real estate loans.

      The following table shows the composition of CSC securities trading volume, which includes intersegment trades with the mortgage banking operations, by instrument:

		Quarter Ended
		June 30,
		2005		2004
		(In millions)
Mortgage-backed securities		$	467,375	$	526,677
Asset-backed securities			35,535		43,324
Government agency debt			6,278		21,803
Other			8,876		2,531
	Subtotal(1)		518,064		594,335
U.S. Treasury securities			369,430		287,242
	Total securities trading volume	$	887,494	$	881,577

(1)  Approximately 17% and 16% of the segment’s non-U.S. Treasury securities trading volume was with CHL during the quarter ended June 30, 2005 and 2004, respectively.

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Insurance Segment

      The Insurance Segment’s pre-tax earnings increased 19% over the year-ago period, to $57.7 million. The following table shows pre-tax earnings by business line:

		Quarter Ended
		June 30,
		2005			2004
		(In thousands)
Balboa Reinsurance Company		$	36,940		$	31,194
Balboa Life and Casualty Operations(1)			25,490			23,565
Allocated corporate expenses			(4,722	)		(6,222	)
	Pre-tax earnings	$	57,708		$	48,537

(1)  Includes the Balboa Life and Casualty Group and the Countrywide Insurance Services Group.

      The following table shows net insurance premiums earned:

		Quarter Ended
		June 30,
		2005		2004
		(In thousands)
Balboa Reinsurance Company		$	43,149	$	38,565
Balboa Life and Casualty Operations			172,329		148,687
	Total net insurance premiums earned	$	215,478	$	187,252

      The following table shows insurance claim expenses:

		Quarter Ended June 30,
		2005					2004
				As Percentage					As Percentage
				of Net					of Net
				Earned					Earned
		Amount		Premiums			Amount		Premiums
		(Dollar amounts in thousands)
Balboa Reinsurance Company		$	12,874		30	%	$	10,581		27	%
Balboa Life and Casualty Operations			75,912		44	%		73,171		49	%
	Total insurance claim expenses	$	88,786				$	83,752

      Our mortgage reinsurance business produced $36.9 million in pre-tax earnings, an increase of 18% over the year-ago period, driven primarily by growth of 4% in the mortgage loans included in our loan servicing portfolio that are covered by reinsurance contracts along with a reduced provision for insured losses, which reflects reduced loss expectations relating to reinsured risk.

      Our Life and Casualty insurance business produced pre-tax earnings of $25.5 million, an increase of $1.9 million from the year-ago period. The increase in earnings was driven by a $23.6 million, or 15.9% increase in net earned premiums during the quarter ended June 30, 2005 in comparison to the year-ago period, along with a $9.8 million gain on sale of securities offset by an increase in operating expenses in comparison to the year-ago period. The increase in net earned premiums was primarily attributable to an increase in voluntary homeowners and auto insurance.

      Our Life and Casualty insurance operations manage insurance risk by reinsuring portions of their insured risk. Balboa seeks to earn profits by capitalizing on Countrywide’s customer base and institutional relationships, as well as through operating efficiencies and sound underwriting.

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Global Operations Segment

      Global Operations pre-tax earnings totaled $5.3 million, a decrease of $4.4 million from the year-ago period. The decrease in earnings was due to a 39% decline in the number of new mortgage loans processed.

Detailed Line Item Discussion of Consolidated Revenue and Expense Items

Gain on Sale of Loans and Securities

      Gain on sale of loans and securities is summarized below:

			Quarter Ended June 30,
			2005								2004
					Gain on Sale								Gain on Sale
								As Percentage								As Percentage
			Loans Sold		Amount			of Loans Sold			Loans Sold		Amount			of Loans Sold
			(Dollar amounts in thousands)
Mortgage Banking:
	Prime Mortgage Loans		$	84,935,552	$	673,853			0.79	%	$	74,516,530	$	790,150			1.06	%
	Nonprime Mortgage Loans			11,490,764		218,243			1.90	%		8,784,216		409,109			4.66	%
	Prime Home Equity Loans			3,019,619		121,523			4.02	%		6,109,663		150,698			2.47	%
		Production Sector		99,445,935		1,013,619			1.02	%		89,410,409		1,349,957			1.51	%
	Reperforming loans			224,414		7,337			3.27	%		582,839		18,574			3.19	%
			$	99,670,349		1,020,956					$	89,993,248		1,368,531
Capital Markets:
	Conduit activities		$	15,659,113		62,205			0.40	%	$	10,225,728		56,407			0.55	%
	Underwriting			N/A		46,265			N/A			N/A		49,818			N/A
	Commercial real estate		$	485,565		9,905			2.04	%		N/A		—			N/A
	Securities trading and other			N/A		(12,828	)		N/A			N/A		(62,590	)		N/A
						105,547								43,635
Other				N/A		18,906			N/A			N/A		6,703			N/A
					$	1,145,409							$	1,418,869

      Gain on sale of Prime Mortgage Loans decreased in the quarter ended June 30, 2005 as compared to the quarter ended June 30, 2004 due primarily to lower margins resulting from increased pricing competition. The decline in margins was partially offset by increased sales of Prime Mortgage Loans combined with a shift in mix of Prime Mortgage Loans sold towards higher margin adjustable-rate products.

      Gain on sale of Nonprime Mortgage Loans decreased in the quarter ended June 30, 2005 as compared to the quarter ended June 30, 2004 due primarily to lower margins resulting from increased pricing competition, partially offset by increased sales of Nonprime Mortgage Loans.

      Gain on sale of Prime Home Equity Loans decreased in the quarter ended June 30, 2005 as compared to the year-ago period due primarily to reduced sales of such loans.

      Reperforming loans are reinstated loans that had previously defaulted and were repurchased from mortgage securities we issued. The note rate on these loans is typically higher than the currently offered mortgage interest rates, and therefore, the margin on these loans is typically higher than margins on Prime Mortgage Loans.

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      The increase in Capital Markets’ gain on sale related to its conduit and commercial real estate activities was due to increased sales of such loans. Capital Markets’ revenues from its trading activities consist of gain on sale of loans and securities and interest income. In a steep yield curve environment, trading revenues derive largely or entirely from net interest income earned during the securities’ holding period. As the yield curve flattens, the mix of revenues will generally shift toward gain on sale of securities. During the quarter ended June 30, 2005 the yield curve was flatter than in the year-ago period, which resulted in a shift in trading revenues from interest income to gain on sale. The increase in the gain on sale of the trading securities was more than offset by a decline in net interest income due to the overall decline in trading margins.

      In general, gain on sale of loans and securities is affected by numerous factors, including the volume, mix and timing of loans sold, production channel mix, the level of price competition, the slope of the yield curve, and the effectiveness of our associated interest rate risk management activities.

Net Interest Income

      Net interest income is summarized below:

			Quarter Ended
			June 30,
			2005			2004
			(In thousands)
Net interest income (expense):
	Banking Segment loans and securities		$	309,376		$	154,636
	Mortgage Banking Segment loans and securities			155,688			324,643
	Servicing Sector interest expense			(100,692	)		(80,512	)
	Interest income (expense) on custodial balances			77,259			(40,912	)
	Reperforming loans			19,638			32,346
	Capital Markets Segment securities portfolio			56,710			97,180
	Other			14,571			11,167
		Net interest income		532,550			498,548
	Provision for loan losses related to loans held for investment			(17,101	)		(19,747	)
		Net interest income after provision for loan losses	$	515,449		$	478,801

      The increase in net interest income from the Banking Segment was primarily attributable to growth in the average investment in mortgage loans in the Bank and CWL. Average assets in the Banking Segment increased to $63.0 billion during the quarter ended June 30, 2005, an increase of $34.0 billion, or 117% over the year-ago period. Partially offsetting this increase, the net interest margin decreased to 2.02% during the quarter ended June 30, 2005 from 2.13% during the year-ago period.

      The decrease in net interest income from Mortgage Banking Segment loans and securities reflects a decrease in the average holding period of inventory of mortgage loans during the quarter ended June 30, 2005 as compared to the year-ago period, which resulted in lower average inventory balances. Average inventory decreased primarily due to the sale of Prime Home Equity Loans that had been held as investments in the year-ago period. The Mortgage Banking Segment loan and securities inventory is primarily financed with borrowings tied to short-term indices. Short-term interest rates rose while long-term mortgage interest rates declined between the year-ago period and the quarter ended June 30, 2005, reducing the net interest margin. In addition, the mix of loans produced shifted towards adjustable-rate mortgage loans, which typically carry lower initial interest rates than fixed-rate mortgage loans.

      Interest expense allocated to the Loan Servicing Sector increased primarily due to a higher cost of funds driven by an increase in interest rates combined with an increase in total Servicing Sector assets.

      Net interest income from custodial balances increased in the current period due to an increase in the earnings rate on the custodial balances from 0.92% during the quarter ended June 30, 2004 to 2.86% during

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the quarter ended June 30, 2005, resulting from an increase in short-term interest rates, and to an increase in average custodial balances of $1.9 billion or 10% over the year-ago period. We are required to pass through monthly interest to security holders on paid-off loans at the underlying security rates, which were substantially higher than the short-term rates earned by us on the payoff float. The amount of such interest passed through to the security holders was $75.7 million and $86.0 million in the quarters ended June 30, 2005 and 2004, respectively.

      The decrease in interest income related to reperforming loans is a result of a decrease in the average balance of such loans held.

      The decrease in net interest income from the Capital Markets securities portfolio is attributable to a decrease in the net interest margin from 0.94% in the quarter ended June 30, 2004 to 0.46% in the quarter ended June 30, 2005, partially offset by an increase of 19% in the average inventory of securities held. The decrease in the net interest margin earned on the securities portfolio is primarily due to a larger increase in short-term financing rates versus the increase in rates in the longer-term securities held by the Capital Markets Segment. The decline in net interest income was partially offset by an increase in gain on sale.

Loan Servicing Fees and Other Income from Retained Interests

      Loan servicing fees and other income from retained interests are summarized below:

		Quarter Ended
		June 30,
		2005		2004
		(In thousands)
Servicing fees, net of guarantee fees		$	761,269	$	566,389
Income from other retained interests			108,140		115,536
Late charges			55,851		41,939
Prepayment penalties			46,610		37,386
Global Operations Segment subservicing fees			27,203		26,287
Ancillary fees			20,076		15,095
	Total loan servicing fees and other income from retained interests	$	1,019,149	$	802,632

      The increase in servicing fees, net of guarantee fees, was principally due to a 31% increase in the average servicing portfolio, plus an increase in the overall annualized net service fee earned from 0.325% of the average portfolio balance during the quarter ended June 30, 2004 to 0.333% during the quarter ended June 30, 2005.

      The decrease in income from other retained interests was due primarily to a decrease in the yield on these investments from 27% in the quarter ended June 30, 2004 to 23% in the quarter ended June 30, 2005, partially offset by an increase in the average investment in these assets. The yield excludes any impairment charges. Such charges are included in recovery (impairment) of retained interests in the consolidated statement of earnings. These investments include interest-only and principal-only securities as well as residual interests that arise from the securitization of mortgage loans, particularly Nonprime Mortgage and Prime Home Equity Loans.

Amortization of Mortgage Servicing Rights

      We recorded amortization of MSRs of $482.4 million, or an annual rate of 18.6%, during the quarter ended June 30, 2005 as compared to $570.0 million, or an annual rate of 26.9%, during the quarter ended June 30, 2004. The amortization rate of MSRs is dependent on the forecasted prepayment speeds at the beginning of the period. Mortgage rates at the beginning of the current quarter were higher than the year-ago period, and as a result, the forecasted prepayment speeds were lower in the current quarter. This resulted in a lower amortization rate in the quarter ended June 30, 2005 than in the year-ago period. Partially offsetting the lower amortization rate was the higher MSR asset balance.

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(Impairment) Recovery of Retained Interests and Servicing Hedge Gains (Losses)

      (Impairment) recovery of retained interests and Servicing Hedge gains (losses) are detailed below:

				Quarter Ended
				June 30,
				2005			2004
				(In thousands)
(Impairment) recovery of retained interests:
	MSRs:
		(Impairment) recovery		$	(787,910	)	$	1,357,551
		Reduction of MSR cost basis through application of hedge accounting:
			Change in fair value attributable to hedged risk		(493,430	)		—
		Total (impairment) recovery of MSRs			(1,281,340	)		1,357,551
	Other retained interests				(97,629	)		(178,424	)
				$	(1,378,969	)	$	1,179,127
Servicing Hedge gains (losses) recorded in earnings				$	1,147,158		$	(1,149,451	)

      MSR impairment during the quarter ended June 30, 2005 resulted from a decrease in the estimated fair value of MSRs, primarily driven by the decrease in mortgage interest rates during the period. Recovery of previously recorded MSR impairment in the quarter ended June 30, 2004 resulted generally from an increase in the MSR’s estimated fair value, driven by an increase in mortgage interest rates during that period. In the quarter ended June 30, 2005, we recognized impairment of other retained interests, primarily because of the effect of declining interest rates on the value of our retained interests.

      Long-term Treasury and swap rates decreased during the quarter ended June 30, 2005. The decrease resulted in a Servicing Hedge gain which was offset by the time value decay of $149 million on the options included in the Servicing Hedge. This resulted in a gain of $1,147.2 million in the quarter ended June 30, 2005. During the quarter ended June 30, 2004, the Servicing Hedge generated a loss of $1,149.5 million. This loss resulted from an increase in long-term Treasury and swap rates during the quarter ended June 30, 2004, combined with option time value decay of $88 million.

Net Insurance Premiums Earned

      The increase in net insurance premiums earned of $28.2 million is due to an increase in premiums earned on the voluntary homeowners and auto lines of business and an increase in reinsurance premiums earned.

Commissions and Other Income

      Commissions and other income consisted of the following:

		Quarter Ended
		June 30,
		2005		2004
		(In thousands)
Appraisal fees, net		$	26,192	$	18,439
Credit report fees, net			20,495		17,371
Global Operations Segment processing fees			15,415		18,219
Title services			11,094		11,961
Insurance agency commissions			6,787		16,037
Other			46,659		45,466
	Total commissions and other income	$	126,642	$	127,493

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Compensation Expenses

      Compensation expenses are summarized below:

		Quarter Ended
		June 30,
		2005			2004
		(In thousands)
Base salaries		$	474,988		$	386,138
Incentive bonus and commissions			483,651			421,138
Payroll taxes and benefits			138,517			122,156
Deferral of loan origination costs			(247,013	)		(159,342	)
	Total compensation expenses	$	850,143		$	770,090

      Compensation expenses increased $80.1 million, or 10%, during the quarter ended June 30, 2005 as compared to the year-ago period. In the Loan Production Sector, compensation expenses, prior to the deferral of loan origination costs increased $107.8 million, or 17%, because of a 22% increase in average staff. In the Loan Servicing Sector, compensation expense rose $14.1 million, or 21%, to accommodate a 23% increase in the number of loans serviced. Compensation expenses increased in most other business segments and corporate areas, reflecting growth in the Company.

      Average workforce by segment is summarized below:

	Quarter Ended
	June 30,
	2005		2004
Mortgage Banking		35,325		29,110
Banking		1,663		949
Capital Markets		603		516
Insurance		2,008		1,819
Global Operations		2,477		2,074
Corporate Administration		4,225		3,660
Average workforce, including temporary staff		46,301		38,128

      Incremental direct costs associated with the origination of loans are deferred when incurred. Subsequent treatment of these costs is based on whether the loans are held for sale or held for investment. If the related loan is sold, the costs deferred are included as a component of gain on sale; if the loan is held for investment, the costs are amortized to interest income over the life of the loan.

Occupancy and Other Office Expenses

      Occupancy and other office expenses are summarized below:

		Quarter Ended
		June 30,
		2005		2004
		(In thousands)
Depreciation expense		$	64,419	$	26,871
Office and equipment rentals			44,076		36,343
Utilities			34,452		29,703
Postage and courier service			23,993		23,138
Office supplies			18,115		14,211
Dues and subscriptions			11,324		10,027
Repairs and maintenance			10,421		11,069
Other			18,337		(514	)
	Total occupancy and other office expenses	$	225,137	$	150,848

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      Occupancy and other office expenses for the quarter ended June 30, 2005 increased by $74.3 million primarily to accommodate a 21% increase in the average headcount.

Insurance Claim Expenses

      Insurance claim expenses were $88.8 million for the quarter ended June 30, 2005 as compared to $83.8 million for the year-ago period. The increase in insurance claim expenses was due mainly to growth in our insured risk.

Advertising and Promotion Expenses

      Advertising and promotion expenses increased 29% from the quarter ended June 30, 2004, because of a shift in the mortgage loan production market towards purchase activity. These expenses are customarily lower when low interest rates drive increased consumer demand for mortgages.

Other Operating Expenses

      Other operating expenses are summarized below:

		Quarter Ended
		June 30,
		2005			2004
		(In thousands)
Insurance commission expense		$	36,699		$	30,453
Legal, consulting, accounting and auditing fees			25,977			23,935
Travel and entertainment			24,366			19,274
Losses on servicing-related advances			23,528			10,068
Software amortization and impairment			15,558			9,559
Taxes and licenses			11,369			8,568
Insurance			11,101			14,834
Other			45,043			45,411
Deferral of loan origination costs			(38,260	)		(18,180	)
	Total other operating expenses	$	155,381		$	143,922

Results of Operations Comparison — Six Months Ended June 30, 2005 and 2004

Consolidated Earnings Performance

      Our diluted earnings per share for the six months ended June 30, 2005 were $2.05, a 6% decrease from diluted earnings per share for the six months ended June 30, 2004. Net earnings were $1,255.3 million for the six months ended June 30, 2005, a 6% decrease from the year-ago period.

      The decrease in our earnings was primarily the result of a decrease in the profitability of our Mortgage Banking Segment. The Mortgage Banking Segment produced pre-tax earnings of $1,298.1 million for the six months ended June 30, 2005, a decrease of 18% from the same period last year. The decrease in the profitability of our Mortgage Banking Segment was due to reduced production margins, partially offset by improved profitability in loan servicing. Loan servicing earnings increased primarily from increased revenues resulting from a 31% increase in the size of the Company’s average loan servicing portfolio. The growth in the Banking Segment, which produced pre-tax earnings of $467.1 million, an increase of 108% from the year-ago period, partially offset the decline in Mortgage Banking earnings. The increase in profitability of our Banking Segment was primarily due to a 123% increase in average interest-earning assets at Treasury Bank from the year-ago period.

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Operating Segment Results

      Pre-tax earnings by segment are summarized below:

			Six Months Ended
			June 30,
			2005			2004
			(In thousands)
Mortgage Banking:
	Loan Production		$	1,143,792		$	1,670,435
	Loan Servicing			106,292			(133,026	)
	Loan Closing Services			47,996			41,601
		Total Mortgage Banking		1,298,080			1,579,010
	Banking			467,101			224,691
	Capital Markets			226,898			242,782
	Insurance			112,285			100,532
	Global Operations			9,360			21,414
	Other			(29,846	)		(1,270	)
		Pre-tax earnings	$	2,083,878		$	2,167,159

      The pre-tax earnings of each segment include intercompany transactions, which are eliminated in the “other” category above.

      Mortgage loan production by segment and product is summarized below:

			Six Months Ended
			June 30,
			2005		2004
			(In millions)
Segment:
	Mortgage Banking		$	179,903	$	155,974
	Banking — Treasury Bank			24,588		11,970
	Capital Markets:
		Conduit acquisitions		7,316		7,923
		Commercial real estate		1,296		—
			$	213,103	$	175,867
Product:
	Prime Mortgage		$	171,729	$	146,831
	Nonprime Mortgage			20,256		16,446
	Prime Home Equity			19,822		12,590
	Commercial real estate			1,296		—
			$	213,103	$	175,867

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      The following table summarizes loan production by purpose and by interest rate type:

		Six Months Ended
		June 30,
		2005		2004
		(In millions)
Purpose:
	Purchase	$	102,652	$	77,576
	Non-purchase		110,451		98,291
		$	213,103	$	175,867
Interest Rate Type:
	Adjustable Rate	$	115,997	$	82,386
	Fixed Rate		97,106		93,481
		$	213,103	$	175,867

Mortgage Banking Segment

      The Mortgage Banking Segment includes the Loan Production, Loan Servicing and Loan Closing Services Sectors.

Loan Production Sector

      The pre-tax earnings of the Loan Production Sector are summarized below:

		Six Months Ended June 30,
		2005					2004
				Percentage of					Percentage of
				Loan					Loan
				Production					Production
		Amount		Volume			Amount		Volume
		(Dollar amounts in thousands)
Revenues:
	Prime Mortgage	$	1,674,276				$	1,748,931
	Nonprime Mortgage		665,028					806,254
	Prime Home Equity		349,487					459,641
	Total revenues		2,688,791		1.49	%		3,014,826		1.93	%
Expenses:
	Compensation expenses		929,015		0.52	%		836,956		0.53	%
	Other operating expenses		441,473		0.24	%		310,464		0.20	%
	Allocated corporate expenses		174,511		0.09	%		196,971		0.13	%
	Total expenses		1,544,999		0.85	%		1,344,391		0.86	%
	Pre-tax earnings	$	1,143,792		0.64	%	$	1,670,435		1.07	%

      Revenues decreased over the year-ago period due primarily to decreased revenues on Prime and Nonprime Mortgage Loans due to increased pricing competition. The effect of decreased revenue from loan sales was partially offset by an 11% increase in loan sales volume and by a shift in mix of Prime Mortgage Loan sales toward higher margin adjustable-rate loans. In the six months ended June 30, 2005, $174.9 billion of mortgage loans, or 97% of loan production, was sold compared to $157.2 billion of mortgage loans, or 101% of loan production, in the six months ended June 30, 2004, which contributed to the decline in revenues as a percentage of mortgage loan production in the current six months.

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      The amount of expenses increased from the year-ago period, primarily due to an increase in compensation and occupancy costs, reflecting our continuing investment in growth of production capacity, along with increased advertising expenses during the current six months. The increase in sales and marketing costs was related to increased purchase production in the six months ended June 30, 2005. High levels of productivity helped maintain expenses expressed as a percentage of production consistent with the prior year. We continued to expand our loan production operations in the six months ended June 30, 2005 to continue support of our long-term objective of market share growth.

      Market demand for residential mortgages in the six months ended June 30, 2005 was relatively constant compared to the year-ago period. However, our production increased in the current period compared to the same period a year ago due to an increase in our market share. Our mortgage loan production market share was 15.5% in the six months ended June 30, 2005, up from 12.9% in the six months ended June 30, 2004 (Source of Mortgage Market: Mortgage Bankers Association).

      Mortgage Banking loan production volume for the six months ended June 30, 2005 increased 15% from the year-ago period. The increase was due to a rise in purchase and non-purchase loan production of 26% and 7%, respectively, reflecting an increase in market share.

      The following table summarizes Mortgage Banking loan production by purpose and by interest rate type:

		Six Months Ended
		June 30,
		2005		2004
		(In millions)
Purpose:
	Non-purchase	$	93,432	$	87,184
	Purchase		86,471		68,790
		$	179,903	$	155,974
Interest Rate Type:
	Fixed rate	$	90,650	$	88,804
	Adjustable rate		89,253		67,170
		$	179,903	$	155,974

      In the six months ended June 30, 2005, 50% of our loan production was adjustable-rate in comparison to 43% in the year-ago period.

      The volume of Mortgage Banking Nonprime Mortgage and Prime Home Equity Loans produced (which is included in our total volume of loans produced) increased 35% during the six months ended June 30, 2005 compared to the year-ago period. Details are shown in the following table:

	Six Months Ended
	June 30,
	2005			2004
	(Dollar amounts in
	millions)
Nonprime Mortgage Loans	$	17,857		$	14,180
Prime Home Equity Loans		13,494			8,968
	$	31,351		$	23,148
Percent of total Mortgage Banking loan production		17.4	%		14.8	%

      During the six months ended June 30, 2005 and 2004, the Loan Production Sector operated at approximately 110% of planned operational capacity.

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      The following table shows total Mortgage Banking loan production volume by division:

	Six Months Ended
	June 30,
	2005		2004
	(In millions)
Correspondent Lending	$	78,426	$	66,695
Consumer Markets		54,206		47,334
Wholesale Lending		36,970		35,486
Full Spectrum Lending		10,301		6,459
	$	179,903	$	155,974

Loan Servicing Sector

      The following table summarizes the results for the Loan Servicing Sector:

		Six Months Ended June 30,
		2005						2004
					Percentage of						Percentage of
					Average						Average
					Servicing						Servicing
		Amount			Portfolio(1)			Amount			Portfolio(1)
		(Dollar amounts in thousands)
Servicing fees, net of guarantee fees		$	1,481,586			0.334	%	$	1,124,352			0.332	%
Miscellaneous fees			230,498			0.052	%		293,924			0.087	%
Income from other retained interests			226,476			0.051	%		189,194			0.056	%
Escrow balance income (expense)			107,788			0.024	%		(79,964	)		(0.024	)%
Amortization of mortgage servicing rights			(954,560	)		(0.215	)%		(983,659	)		(0.290	)%
(Impairment) recovery of retained interests			(1,065,000	)		(0.240	)%		183,482			0.054	%
Servicing hedge gains (losses)			594,866			0.134	%		(476,655	)		(0.141	)%
	Total servicing revenues		621,654			0.140	%		250,674			0.074	%
Operating expenses			309,427			0.070	%		211,706			0.063	%
Allocated corporate expenses			29,215			0.006	%		37,354			0.011	%
	Total servicing expenses		338,642			0.076	%		249,060			0.074	%
Interest expense			176,720			0.040	%		134,640			0.039	%
Pre-tax earnings (loss)		$	106,292			0.024	%	$	(133,026	)		(0.039	)%
Average servicing portfolio		$	887,742,000					$	677,247,000

(1)  Annualized

      Our servicing portfolio grew to $964.4 billion at June 30, 2005, a 33% increase from June 30, 2004. At the same time, the overall weighted-average note rate of loans in our servicing portfolio remained constant at 5.9%.

      Pre-tax earnings in the Loan Servicing Sector were $106.3 million during the six months ended June 30, 2005, an improvement of $239.3 million from the year-ago period. Pre-tax earnings in the Loan Servicing Sector increased primarily due to a $357.2 million increase in the net servicing fees, which was caused by a 31% increase in the average servicing portfolio. In addition, escrow balance benefit improved $188 million due to an increase in short-term interest rates. Partially offsetting these increases was an increase in amortization and impairment, net of Servicing Hedge, of $147.9 million to $1,424.7 million during the current period.

      Mortgage interest rates declined during the six months ended June 30, 2005 which resulted in a higher projected prepayment rate at the end of the period than at the beginning. This in turn resulted in impairment

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being recorded in the current period. In contrast, interest rates rose during the six months ended June 30, 2004, which resulted in a lower projected prepayment rate at the end of the period than at the beginning and recovery of previously recorded impairment during the year-ago period. The amortization and impairment of retained interests was $2,019.6 million, during the six months ended June 30, 2005 compared to recovery of previous impairment, net of amortization, of $800.2 million during the six months ended June 30, 2004.

      The Servicing Hedge is designed to offset the impairment of MSRs and other retained interests. The values of the derivatives that constitute the primary components of the Servicing Hedge are tied to long-term Treasury, mortgage and swap rate indices. The decrease in these rates during the six months ended June 30, 2005, offset by the time value decay of $268 million on the options included in the Servicing Hedge, resulted in a Servicing Hedge gain of $594.9 million. During the six months ended June 30, 2004, the Servicing Hedge generated a loss of $476.7 million resulting from an increase in long-term Treasury and swap rates combined with option time value decay of $207 million.

Loan Closing Services Sector

      The LandSafe companies produced $48.0 million in pre-tax earnings, representing an increase of 15% from the year-ago period. The increase in LandSafe’s pre-tax earnings was primarily due to the increase in our loan origination activity.

Banking Segment

      The Banking Segment achieved pre-tax earnings of $467.1 million during the six months ended June 30, 2005, as compared to $224.7 million for the year-ago period. Following is the composition of pre-tax earnings by company:

		Six Months Ended
		June 30,
		2005			2004
		(In thousands)
Treasury Bank (“Bank”)		$	444,068		$	202,296
Countrywide Warehouse Lending (“CWL”)			38,257			33,040
Allocated corporate expenses			(15,224	)		(10,645	)
	Pre-tax earnings	$	467,101		$	224,691

      The Bank’s revenues and expenses are summarized in the following table:

		Six Months Ended
		June 30,
		2005			2004
		(Dollar amounts in
		thousands)
Interest income		$	1,285,299		$	496,301
Interest expense			733,954			240,498
	Net interest income		551,345			255,803
Provision for loan losses			(26,671	)		(17,338	)
	Net interest income after provision for loan losses		524,674			238,465
Non-interest income			67,629			32,040
Non-interest expense			(148,235	)		(68,209	)
	Pre-tax earnings	$	444,068		$	202,296
Efficiency ratio(1)			22	%		21	%
After-tax return on average assets			1.04	%		1.06	%

(1)  Non-interest expense reduced by mortgage insurance divided by the sum of net interest income plus non-interest income.

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      The increase in net interest income is primarily due to a $28.3 billion or 123% increase in average interest-earning assets, as summarized below:

				Six Months Ended June 30,
				2005							2004
				Average				Yield/			Average				Yield/
				Balance		Amount		Cost			Balance		Amount		Cost
				(Dollar amounts in thousands)
Net interest income:
	Yield on interest-earning assets:
		Mortgage loans held for investment		$	43,423,406	$	1,121,865		5.21	%	$	18,749,210	$	422,349		4.53	%
		Securities available for sale			6,431,016		135,557		4.25	%		3,127,951		61,595		3.96	%
		Other			1,565,406		27,877		3.59	%		1,212,185		12,357		2.05	%
			Total yield on interest-earning assets		51,419,828		1,285,299		5.04	%		23,089,346		496,301		4.32	%
	Cost of interest-bearing liabilities:
		Deposits			24,966,130		377,014		3.05	%		12,098,584		107,089		1.78	%
		FHLB advances			18,633,055		301,515		3.26	%		8,494,418		128,832		3.05	%
		Other			3,781,700		55,425		2.96	%		836,754		4,577		1.10	%
			Total cost of interest-bearing liabilities	$	47,380,885		733,954		3.12	%	$	21,429,756		240,498		2.26	%
Net interest income						$	551,345						$	255,803
Net interest margin(1)									2.16	%						2.24	%

(1)  Calculated as net interest income divided by average interest-earning assets.

      The provision for loan losses increased during the six months ended June 30, 2005 compared to the six months ended June 30, 2004 due to the increase in mortgage loans held for investment. We expect our provision for loan losses and the related allowance for loan losses to increase as a percentage of our portfolio of loans held for investment as our portfolio continues to season. The impact of the increase in the allowance for loan losses will be partially mitigated by the addition of new loans to our portfolio.

      The Banking Segment also includes the operation of CWL. CWL’s pre-tax earnings increased by $5.2 million during the six months ended June 30, 2005 in comparison to the year-ago period, primarily due to a 46% increase in average mortgage warehouse advances, which resulted primarily from an overall increase in activity with Mortgage Banking Segment customers.

Capital Markets Segment

      Our Capital Markets Segment achieved pre-tax earnings of $226.9 million for the six months ended June 30, 2005, a decrease of $15.9 million, or 7%, from the year-ago period. Total revenues were $382.0 million, a decrease of $3.1 million, or 1%, compared to the year-ago period. During the six months ended June 30, 2005, market conditions caused by rising short-term interest rates and a flattening of the yield curve have resulted in lower revenue. Partially offsetting this decline, Capital Markets benefited from its commercial real estate activities, which generated revenues totaling $38.6 million from commercial loans in the current period. The Capital Markets Segment has expanded its capacity to invest in the development of new lines of business such as U.S. Treasury securities trading, commercial real estate finance and broker-dealer operations in Japan, which largely contributed to an increase in expenses of $12.8 million, or 9%, compared to the year-ago period.

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      The following table shows revenues, expenses and pre-tax earnings of the Capital Markets Segment:

			Six Months Ended
			June 30,
			2005		2004
			(In thousands)
Revenues:
	Conduit		$	168,349	$	176,910
	Underwriting			108,270		128,942
	Securities trading			43,767		76,024
	Commercial real estate			38,591		15
	Brokering			15,246		7,214
	Other			7,800		(4,024	)
		Total revenues		382,023		385,081
Expenses:
	Operating expenses			147,353		137,504
	Allocated corporate expenses			7,772		4,795
		Total expenses		155,125		142,299
Pre-tax earnings			$	226,898	$	242,782

      During the six months ended June 30, 2005, the Capital Markets Segment generated revenues totaling $168.3 million from its conduit activities, which includes managing the acquisition and sale or securitization of whole loans on behalf of CHL. Conduit revenues for the six months ended June 30, 2005 decreased 5% in comparison to the year-ago period, primarily because of a decrease in the margins.

      Underwriting revenues decreased $20.7 million over the year-ago period because of decreased underwriting of CHL securitizations by Capital Markets.

      Securities trading revenues declined 42% due to a decline in conforming mortgage securities trading margins and volume. Trading volumes declined 14% from the year-ago period excluding U.S. Treasury securities. Including U.S. Treasury securities, the total securities volume traded increased 9% over the year-ago period.

      During the six months ended June 30, 2005, the Capital Markets Segment generated revenues totaling $38.6 million from sales of commercial real estate loans.

      The following table shows the composition of CSC securities trading volume, which includes intersegment trades with the mortgage banking operations, by instrument:

		Six Months Ended
		June 30,
		2005		2004
		(In millions)
Mortgage-backed securities		$	887,736	$	1,025,828
Asset-backed securities			69,900		80,931
Government agency debt			15,136		40,346
Other			19,410		9,430
	Subtotal(1)		992,182		1,156,535
U.S. Treasury securities			723,933		415,481
	Total securities trading volume	$	1,716,115	$	1,572,016

(1)  Approximately 17% and 14% of the segment’s non-U.S. Treasury securities trading volume was with CHL during the six months ended June 30, 2005 and 2004, respectively.

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Insurance Segment

      The Insurance Segment’s pre-tax earnings increased 12% over the year-ago period, to $112.3 million. The following table shows pre-tax earnings by business line:

		Six Months Ended
		June 30,
		2005			2004
		(In thousands)
Balboa Reinsurance Company		$	80,060		$	64,135
Balboa Life and Casualty Operations(1)			42,807			48,493
Allocated corporate expenses			(10,582	)		(12,096	)
	Pre-tax earnings	$	112,285		$	100,532

(1)  Includes the Balboa Life and Casualty Group and the Countrywide Insurance Services Group.

      The following table shows net insurance premiums earned:

		Six Months Ended
		June 30,
		2005		2004
		(In thousands)
Balboa Reinsurance Company		$	86,844	$	75,814
Balboa Life and Casualty Operations			328,152		306,821
	Total net insurance premiums earned	$	414,996	$	382,635

      The following table shows insurance claim expenses:

		Six Months Ended June 30,
		2005					2004
				As Percentage					As Percentage
				of Net					of Net
				Earned					Earned
		Amount		Premiums			Amount		Premiums
		(Dollar amounts in thousands)
Balboa Reinsurance Company		$	19,796		23	%	$	18,585		25	%
Balboa Life and Casualty Operations			144,925		44	%		149,842		49	%
	Total insurance claim expenses	$	164,721				$	168,427

      Our mortgage reinsurance business produced $80.1 million in pre-tax earnings, an increase of 25% over the year-ago period, driven primarily by growth of 4% in the mortgage loans included in our loan servicing portfolio that are covered by reinsurance contracts along with a reduced provision for insured losses as a percentage of premium revenue, which reflects reduced loss expectations relating to reinsured risk.

      Our Life and Casualty insurance business produced pre-tax earnings of $42.8 million, a decrease of $5.7 million from the year-ago period. The decline in earnings was driven by an increase in operating expenses, partially offset by a $21.3 million, or 7%, increase in net earned premiums during the six months ended June 30, 2005 in comparison to the year-ago period. The increase in net earned premiums was primarily attributable to an increase in voluntary homeowners and auto insurance.

Global Operations Segment

      Global Operations pre-tax earnings totaled $9.4 million, a decrease of $12.1 million from the year-ago period. The decrease in earnings was due to a 46% decline in the number of new mortgage loans processed.

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Detailed Line Item Discussion of Consolidated Revenue and Expense Items

Gain on Sale of Loans and Securities

      Gain on sale of loans and securities is summarized below:

			Six Months Ended June 30,
			2005								2004
					Gain on Sale								Gain on Sale
								As Percentage								As Percentage
			Loans Sold		Amount			of Loans Sold			Loans Sold		Amount			of Loans Sold
								(Dollar amounts in thousands)
Mortgage Banking:
	Prime Mortgage Loans		$	143,856,140	$	1,403,198			0.98	%	$	134,116,657	$	1,340,015			1.00	%
	Nonprime Mortgage Loans			23,977,130		569,735			2.38	%		14,169,676		701,054			4.95	%
	Prime Home Equity Loans			7,045,028		277,916			3.94	%		8,867,161		265,802			3.00	%
		Production Sector		174,878,298		2,250,849			1.29	%		157,153,494		2,306,871			1.47	%
	Reperforming loans			683,662		22,903			3.35	%		2,056,976		100,524			4.89	%
			$	175,561,960		2,273,752					$	159,210,470		2,407,395
Capital Markets:
	Conduit activities		$	24,668,124		143,275			0.58	%	$	20,845,055		153,157			0.73	%
	Underwriting			N/A		85,713			N/A			N/A		95,429			N/A
	Commercial real estate		$	1,131,916		37,600			3.32	%		N/A		—			N/A
	Securities trading and other			N/A		(43,193	)		N/A			N/A		(131,785	)		N/A
						223,395								116,801
Other				N/A		10,013			N/A			N/A		14,694			N/A
					$	2,507,160							$	2,538,890

      Gain on sale of Prime Mortgage Loans increased in the six months ended June 30, 2005 as compared to the six months ended June 30, 2004 due primarily to an increase in the volume of loans sold.

      Gain on sale of Nonprime Mortgage Loans decreased in the six months ended June 30, 2005 as compared to the six months ended June 30, 2004 due primarily to lower margins resulting from increased pricing competition, partially offset by increased sales of Nonprime Mortgage Loans.

      Reperforming loans are reinstated loans that had previously defaulted and were repurchased from mortgage securities we issued. The note rate on these loans is typically higher than the current mortgage rate, and therefore, the margin on these loans is typically higher than margins on Prime Mortgage Loans. A change in Ginnie Mae rules related to the repurchase of defaulted loans from Ginnie Mae securities has reduced the amount of loans available for repurchase, which has contributed to a lower gain on sale related to these items.

      The decrease in Capital Markets’ gain on sale related to its conduit activities was due to a decline in margins partially offset by increased sales of mortgage loans through Capital Markets’ conduit activities. Capital Markets’ revenues from its trading activities consist of gain on sale and interest income. In a steep yield curve environment, trading revenues derive largely or entirely from net interest income earned during the securities’ holding period. As the yield curve flattens, the mix of revenues will naturally shift toward gain on sale of securities. During the six months ended June 30, 2005 the yield curve was flatter than in the year-ago period, which resulted in a shift in trading revenues from interest income to gain on sale. The increase in gain on sale of the trading securities was more than offset by a decline in net interest income due to the overall decline in trading margins.

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Net Interest Income

      Net interest income is summarized below:

			Six Months Ended
			June 30,
			2005			2004
			(In thousands)
Net interest income (expense):
	Banking Segment loans and securities		$	570,587		$	278,954
	Mortgage Banking Segment loans and securities			332,019			689,706
	Servicing Sector interest expense			(196,559	)		(166,416	)
	Interest income (expense) on custodial balances			107,788			(79,964	)
	Reperforming loans			48,163			57,244
	Capital Markets Segment securities portfolio			121,805			228,842
	Other			33,591			22,377
		Net interest income		1,017,394			1,030,743
	Provision for loan losses related to loans held for investment			(36,723	)		(40,528	)
		Net interest income after provision for loan losses	$	980,671		$	990,215

      The increase in net interest income from the Banking Segment was primarily attributable to growth in the average investment in mortgage loans in the Bank and CWL. Average assets in the Banking Segment increased to $55.7 billion during the six months ended June 30, 2005, an increase of $29.4 billion over the year-ago period. The net interest margin decreased to 2.10% during the six months ended June 30, 2005 from 2.18% during the year-ago period.

      The decrease in net interest income from Mortgage Banking loans and securities reflects primarily a flattening of the yield curve during the six months ended June 30, 2005 as compared to the year-ago period. The Mortgage Banking Segment loan and securities inventory is primarily financed with borrowings tied to short-term indices. Short-term interest rates rose while long-term mortgage interest rates declined between the year-ago period and the six months ended June 30, 2005, reducing the net interest income relating to outstanding balances. In addition, the mix of loans produced shifted towards adjustable-rate mortgage loans, which typically earn lower rates than fixed-rate mortgage loans. The decline in net interest margin was not offset by an increase in gain on sale due to price competition.

      Interest expense allocated to the Loan Servicing Sector increased primarily due to an increase in total Servicing Sector assets combined with an increase in cost of funds.

      Net interest income from custodial balances increased in the current period due to an increase in the earnings rate on the custodial balances from 0.88% during the six months ended June 30, 2004 to 2.64% during the six months ended June 30, 2005, resulting from an increase in short-term interest rates, and to an increase in average custodial balances of $2.7 billion or 16% over the year-ago period. We are required to pass through monthly interest to security holders on paid-off loans at the underlying security rates, which were substantially higher than the short-term rates earned by us on the payoff float. The amount of such interest passed through to the security holders was $149.4 million and $154.0 million in the six months ended June 30, 2005 and 2004, respectively.

      The decrease in interest income related to reperforming loans is a result of a decrease in the average balance of such loans held.

      The decrease in net interest income from the Capital Markets securities portfolio is attributable to a decrease in the net interest margin from 1.07% in the six months ended June 30, 2004 to 0.49% in the six months ended June 30, 2005, partially offset by an increase of 17% in the average inventory of securities held. The decrease in net interest margin on the securities portfolio is primarily due to a larger increase in

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short-term financing rates versus the increase in rates in the longer-term securities held by the Capital Markets Segment. The decline in net interest income was partially offset by an increase in gain on sale.

Loan Servicing Fees and Other Income from Retained Interests

      Loan servicing fees and other income from retained interests are summarized below:

		Six Months Ended
		June 30,
		2005		2004
		(In thousands)
Servicing fees, net of guarantee fees		$	1,481,586	$	1,124,352
Income from other retained interests			226,476		189,194
Late charges			112,719		85,271
Prepayment penalties			79,513		79,977
Global Operations Segment subservicing fees			55,730		52,977
Ancillary fees			35,483		27,642
	Total loan servicing fees and other income from retained interests	$	1,991,507	$	1,559,413

      The increase in servicing fees, net of guarantee fees, was principally due to a 31% increase in the average servicing portfolio, plus an increase in the overall annualized net service fee earned from 0.332% of the average portfolio balance during the six months ended June 30, 2004 to 0.334% during the six months ended June 30, 2005.

      The increase in income from other retained interests was due primarily to an increase in the average investment in these assets.

Amortization of Mortgage Servicing Rights

      We recorded amortization of MSRs of $954.6 million, or an annual rate of 18.8%, during the six months ended June 30, 2005 as compared to $983.7 million, or an annual rate of 23.4%, during the six months ended June 30, 2004. The amortization rate of MSRs is dependent on the forecasted prepayment speeds at the beginning of the period. Mortgage rates at the beginning of the current period were higher than the year-ago period, and as a result, the forecasted prepayment speeds were lower in the current period. This resulted in a lower amortization rate in the six months ended June 30, 2005 than in the year-ago period. Partially offsetting the lower amortization rate was the higher MSR asset balance.

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(Impairment) Recovery of Retained Interests and Servicing Hedge Gains (Losses)

      (Impairment) recovery of retained interests and Servicing Hedge gains (losses) are detailed below:

				Six Months Ended
				June 30,
				2005			2004
				(In thousands)
(Impairment) recovery of retained interests:
	MSRs:
		(Impairment) recovery		$	(335,476	)	$	455,321
		Reduction of MSR cost basis through application of hedge accounting:
			Change in fair value attributable to hedged risk		(493,430	)		—
		Total (impairment) recovery of MSRs			(828,906	)		455,321
	Other retained interests				(234,699	)		(271,839	)
				$	(1,063,605	)	$	183,482
Servicing Hedge gains (losses) recorded in earnings				$	594,866		$	(476,655	)

      Impairment of MSR during the six months ended June 30, 2005 resulted from a decrease in the estimated fair value of MSRs, resulting primarily from the decrease in mortgage interest rates during the period. Recovery of MSR impairment in the six months ended June 30, 2004 resulted generally from an increase in their estimated fair value, due to an increase in mortgage interest rates during the period. In the six months ended June 30, 2005, we recognized impairment of other retained interests, primarily because of the effect of lower interest rates on actual and anticipated prepayment speeds.

      Rising mortgage interest rates in the future should result in an increase in the estimated fair value of the MSRs and recovery of all or a portion of the impairment valuation allowance, which amounted to $1,386.2 million at June 30, 2005. The MSR amortization rate, which is tied to the expected net cash flows from the MSRs, likewise should reduce as mortgage interest rates rise.

      Long-term Treasury and swap interest rates decreased during the six months ended June 30, 2005. The decrease resulted in a Servicing Hedge gain which was offset by time value decay of $268 million on the options included in the Servicing Hedge. The net result is a gain of $594.9 million in the six months ended June 30, 2005. During the six months ended June 30, 2004, the Servicing Hedge generated a loss of $476.7 million. This loss resulted from an increase in long-term Treasury and swap rates during the six months ended June 30, 2004 along with option time value decay of $207 million.

Net Insurance Premiums Earned

      The increase in net insurance premiums earned of $32.4 million is due to an increase in premiums earned on the voluntary homeowners and auto lines of business and in reinsurance premiums earned.

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Commissions and Other Income

      Commissions and other income consisted of the following:

		Six Months Ended
		June 30,
		2005		2004
		(In thousands)
Appraisal fees, net		$	47,757	$	33,437
Credit report fees, net			39,016		35,252
Global Operations Segment processing fees			28,679		39,509
Title services			22,652		22,754
Insurance agency commissions			11,657		31,973
Other			92,032		82,718
	Total commissions and other income	$	241,793	$	245,643

Compensation Expenses

      Compensation expenses are summarized below:

		Six Months Ended
		June 30,
		2005			2004
		(In thousands)
Base salaries		$	917,886		$	741,747
Incentive bonus and commissions			863,231			742,462
Payroll taxes and benefits			288,055			240,844
Deferral of loan origination costs			(432,550	)		(274,299	)
	Total compensation expenses	$	1,636,622		$	1,450,754

      Compensation expenses increased $185.9 million, or 13%, during the six months ended June 30, 2005 as compared to the year-ago period. In the Loan Production Sector, compensation expenses, prior to the deferral of loan origination costs, increased $226.8 million, or 21%, because of a 25% increase in average staff. In the Loan Servicing Sector, compensation expense rose $25.1 million, or 19%, to accommodate a 23% increase in the number of loans serviced. Compensation expenses increased in most other business segments and corporate areas, reflecting growth in the Company.

      Average workforce by segment is summarized below:

	Six Months Ended
	June 30,
	2005		2004
Mortgage Banking		34,054		27,747
Banking		1,607		887
Capital Markets		591		501
Insurance		1,959		1,792
Global Operations		2,412		2,031
Corporate Administration		4,146		3,557
Average workforce, including temporary staff		44,769		36,515

      Incremental direct costs associated with the origination of loans are deferred when incurred. Subsequent treatment of these costs is based on whether the loans are held for sale or held for investment. If the related loan is sold, the costs deferred are included as a component of gain on sale; if the loan is held for investment, the costs are amortized to interest income over the life of the loan.

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Occupancy and Other Office Expenses

      Occupancy and other office expenses are summarized below:

		Six Months Ended
		June 30,
		2005		2004
		(In thousands)
Depreciation expense		$	97,943	$	52,532
Office and equipment rentals			86,667		70,483
Utilities			69,110		57,316
Postage and courier service			47,530		44,220
Office supplies			34,136		27,604
Dues and subscriptions			23,576		19,235
Repairs and maintenance			22,159		21,933
Other			32,672		5,550
	Total occupancy and other office expenses	$	413,793	$	298,873

      Occupancy and other office expenses for the six months ended June 30, 2005 increased by $114.9 million primarily to accommodate a 23% increase in the average headcount.

Insurance Claim Expenses

      Insurance claim expenses were $164.7 million for the six months ended June 30, 2005 as compared to $168.4 million for the year-ago period. The decrease in insurance claim expenses was due mainly to a decrease in the loss ratio experienced on lender-placed property and voluntary homeowners lines of business.

Advertising and Promotion Expenses

      Advertising and promotion expenses increased 47% from the six months ended June 30, 2004, as a result of a shift in the mortgage loan production market towards purchase activity.

Other Operating Expenses

      Other operating expenses are summarized below:

		Six Months Ended
		June 30,
		2005			2004
		(In thousands)
Insurance commission expense		$	68,269		$	63,364
Legal, consulting, accounting and auditing fees			53,438			43,553
Travel and entertainment			48,124			36,531
Losses on servicing-related advances			44,983			16,363
Software amortization and impairment			28,666			19,299
Insurance			22,750			29,077
Taxes and licenses			21,909			17,061
Other			84,718			88,953
Deferral of loan origination costs			(67,837	)		(33,245	)
	Total other operating expenses	$	305,020		$	280,956

      Losses on servicing-related advances consist primarily of losses arising from unreimbursed servicing advances on defaulted loans and credit losses arising from defaulted VA-guaranteed loans. (See the “Credit Risk Management” section of this Report for a further discussion of credit risk.) The increase in losses on

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servicing-related advances is due to growth in the Company’s loan servicing portfolio along with the Company recognizing recoveries in the six months ended June 30, 2004 that did not recur in the current six months.

Quantitative and Qualitative Disclosures About Market Risk

      The primary market risk we face is interest rate risk. Interest rate risk includes the risk that the value of our assets and liabilities will change due to changes in interest rates. Interest rate risk also includes the risk that the net interest income from our mortgage loan and investment portfolios will change in response to changes in interest rates. From an enterprise perspective, we manage interest rate risk through the natural counterbalance of our loan production and servicing businesses. We also use various financial instruments, including derivatives, to manage the interest rate risk related specifically to the values of our interest rate lock commitments, Mortgage Loan Inventory and MBS held for sale, MSRs and other retained interests, and trading securities, as well as a portion of our debt. The overall objective of our interest rate risk management activities is to reduce the variability of earnings caused by changes in interest rates.

Impact of Changes in Interest Rates on the Net Value of the Company’s Interest Rate-Sensitive Financial Instruments

      We perform various sensitivity analyses that quantify the net financial impact of changes in interest rates on our interest rate-sensitive assets, liabilities and commitments. These analyses incorporate assumed changes in the interest rate environment, including selected hypothetical, instantaneous parallel shifts in the yield curve.

      We employ various commonly used modeling techniques to value our financial instruments in connection with these sensitivity analyses. For mortgage loans, MBS, MBS forward contracts, collateralized mortgage obligations and MSRs, option-adjusted spread (“OAS”) models are used. The primary assumptions used in these models for purpose of these sensitivity analyses are the implied market volatility of interest rates and prepayment speeds. For options and interest rate floors, an option-pricing model is used. The primary assumption used in this model is implied market volatility of interest rates. Other retained interests are valued using zero volatility discounted cash flow models. The primary assumptions used in these models are prepayment rates, discount rates and credit losses. All relevant cash flows associated with the financial instruments are incorporated in the various models.

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      Based upon this modeling, the following table summarizes the estimated change in fair value of our interest rate-sensitive assets, liabilities and commitments as of June 30, 2005, given several hypothetical, instantaneous, parallel shifts in the yield curve:

				Change in Fair Value
Change in Interest Rate (Basis Points)				-100			-50			+50			+100
				(In millions)
MSRs and other financial instruments:
	MSR and other retained interests			$	(2,764	)	$	(1,360	)	$	1,195		$	2,216
	Impact of Servicing Hedge:
		Mortgage-based			318			159			(158	)		(316	)
		Swap-based			2,406			1,082			(733	)		(1,108	)
		Treasury-based			303			129			(28	)		(30	)
			MSRs and other retained interests, net		263			10			276			762
	Committed Pipeline				274			190			(337	)		(763	)
	Mortgage Loan Inventory				781			477			(679	)		(1,496	)
	Impact of associated derivative instruments:
		Mortgage-based			(1,141	)		(708	)		1,042			2,375
		Treasury-based			303			114			(25	)		(27	)
		Eurodollar-based			(139	)		(80	)		111			239
			Committed Pipeline and Mortgage Loan Inventory, net		78			(7	)		112			328
	Treasury Bank:
		Securities portfolio			82			51			(80	)		(183	)
		Mortgage loans			536			295			(337	)		(703	)
		Deposit liabilities			(241	)		(123	)		126			253
		Federal Home Loan Bank Advances			(348	)		(169	)		161			316
			Treasury Bank, net		29			54			(130	)		(317	)
	Notes payable and capital securities				(753	)		(395	)		392			779
	Impact of associated derivative instruments:
		Swap-based			97			47			(46	)		(91	)
			Notes payable and capital securities, net		(656	)		(348	)		346			688
	Insurance company investment portfolios				44			23			(24	)		(50	)
Net change in fair value related to MSRs and other financial instruments				$	(242	)	$	(268	)	$	580		$	1,411
Net change in fair value related to broker-dealer trading securities				$	(10	)	$	(3	)	$	(7	)	$	(23	)

      The following table summarizes the estimated change in fair value of the Company’s interest rate-sensitive assets, liabilities and commitments as of December 31, 2004, given several hypothetical (instantaneous) parallel shifts in the yield curve:

	Change in Fair Value
Change in Interest Rate (Basis Points)	-100			-50			+50			+100
	(In millions)
Net change in fair value related to MSRs and other financial Instruments	$	(285	)	$	(492	)	$	787		$	1,765
Net change in fair value related to broker-dealer trading securities	$	(11	)	$	(3	)	$	(8	)	$	(24	)

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      These sensitivity analyses are limited in that they were performed at a particular point in time; only contemplate certain movements in interest rates; do not incorporate changes in interest rate volatility or changes in the relationship of one interest rate index to another; are subject to the accuracy of various assumptions used, including prepayment forecasts and discount rates; and do not incorporate other factors that would impact the Company’s overall financial performance in such scenarios, most significantly the impact of changes in loan production earnings that result from changes in interest rates. In addition, not all of the changes in fair value would affect current period earnings. For example, MSRs are carried by impairment stratum at the lower of amortized cost or market value. Consequently, absent hedge accounting, any increase in the value of a particular MSR stratum above its amortized cost basis would not be reflected in current-period earnings. The total impairment valuation allowance was $1,386.2 million as of June 30, 2005. On April 1, 2005, we implemented hedge accounting in accordance with SFAS 133 for a portion of our interest rate risk management activities related to our MSRs. In addition, our debt is carried at its unpaid principal balance net of issuance discount or premium; therefore, absent hedge accounting, changes in the market value of our debt are not recorded in current-period earnings. For these reasons, the preceding estimates should not be viewed as an earnings forecast.

Foreign Currency Risk

      In order to diversify our funding sources globally, we occasionally issue medium-term notes denominated in a foreign currency. We manage the foreign currency risk associated with these medium-term notes through cross-currency swap transactions. The terms of the cross-currency swaps effectively convert all foreign currency-denominated medium-term notes into U.S. dollar obligations, thereby eliminating the associated foreign currency risk. As a result, potential changes in the exchange rates of foreign currencies denominating such medium-term notes would not have a net financial impact on future earnings, fair values or cash flows.

Credit Risk

Securitization

      As a mortgage banker, we have historically sold substantially all our mortgage loans shortly after production, generally through securitizations. When we securitize our mortgage loans, we retain limited credit risk. As described in our 2004 Annual Report, the degree to which credit risk on the underlying loans is transferred through the securitization process depends on the structure of the securitization. Our Prime Mortgage Loans generally are securitized on a non-recourse basis, while Prime Home Equity Loans and Nonprime Mortgage Loans generally are securitized with limited recourse for credit losses.

      Our exposure to credit losses related to our limited recourse securitization activities is limited to the carrying value of our subordinated interests and to the contractual limit of reimbursable losses under our corporate guarantees less the recorded liability for such guarantees. These amounts at June 30, 2005 are as follows:

		June 30,
		2005
		(In thousands)
Subordinated Interests:
	Prime home equity residual securities	$	670,371
	Nonprime residual securities		663,381
	Prime home equity transferor’s interests		413,339
	Nonconforming residual securities		22,414
	Subordinated mortgage-backed pass-through securities		2,278
		$	1,771,783
Corporate guarantees in excess of recorded liability		$	418,515

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      The carrying value of the residual securities is net of expected future credit losses. The total credit losses incurred for the periods indicated related to all of our mortgage securitization activities are summarized as follows:

	Six Months Ended
	June 30,
	2005		2004
	(In thousands)
Repurchased or indemnified loans	$	19,734	$	21,545
Nonprime securitizations with retained residual interest		29,990		31,976
Prime home equity securitizations with retained residual interest		12,807		12,613
Nonprime securitizations with corporate guarantee		7,567		11,090
VA losses in excess of VA guarantee		1,131		755
Prime home equity securitizations with corporate guarantee		6,180		5,612
	$	77,409	$	83,591

Portfolio Lending Activities

      We have a portfolio of mortgage loans held for investment, consisting primarily of Prime Mortgage and Prime Home Equity Loans, which totaled $56.0 billion at June 30, 2005. This portfolio is held primarily in our Bank. Many Prime Home Equity Loans held in the Bank with combined loan-to-value ratios equal to or above 90% are covered by a pool insurance policy that provides partial protection against credit losses. Otherwise, we generally retain full credit exposure on these loans.

      We also provide short-term secured mortgage-loan warehouse advances to various lending institutions, which totaled $4.4 billion at June 30, 2005. We incurred no credit losses related to this activity in the six months ended June 30, 2005.

      Nonaccrual loans and foreclosed assets at period end are summarized as follows:

			June 30,
			2005
			(In thousands)
Nonaccrual loans(1):
	Mortgage loans:
		Nonprime	$	296,016
		Prime		250,039
		Prime home equity		17,165
				563,220
	Warehouse lending advances			—
	Defaulted FHA-insured and VA-guaranteed mortgage loans repurchased from securities			600,940
		Total nonaccrual loans		1,164,160
	Foreclosed assets			59,976
		Total nonaccrual loans and foreclosed assets	$	1,224,136
Nonaccrual loans as a percentage of loans held for investment:
	Total			1.9	%
	Excluding loans FHA-insured and VA-guaranteed loans			0.9	%
Allowance for loan losses			$	155,962
Allowance for loan losses as a percentage of nonaccrual loans
	Total			13.4	%
	Excluding loans FHA-insured and VA-guaranteed loans			27.7	%
Allowance for loan losses as a percentage of loans held for investment				0.3	%

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(1)  This amount excludes $186.7 million of government-insured loans eligible for repurchase from Ginnie Mae securities issued by us due to the loans’ severe delinquency. Our servicing agreement with Ginnie Mae allows us to repurchase loans that are delinquent more than 90 days instead of continuing to advance the delinquent interest to the security holders. This amount is included in loans held for investment as Countrywide has the option of repurchasing the loans from the securities and is required to include such loans on its balance sheets. However, we do not include these loans in our nonaccrual balances because we have not exercised the option to repurchase the loans.

      The allowance for loan losses increased by 25% from $125.0 million at December 31, 2004, to $156.0 million at June 30, 2005, primarily due to growth in loans held for investment at Treasury Bank. We expect our allowance for loan losses and the related provision for loan losses to increase as a percentage of our portfolio of loans held for investment as our portfolio of loans held for investment continues to season. As our portfolio continues to grow, the impact of seasoning on the allowance as a percentage of loans held for investment will be partially offset by new loans.

Mortgage Reinsurance

      We provide mortgage reinsurance on mortgage loans included in our servicing portfolio through contracts with several primary mortgage insurance companies. Under these contracts, we absorb mortgage insurance losses in excess of a specified percentage of the principal balance of a given pool of loans, subject to a cap, in exchange for a portion of the pools’ mortgage insurance premium. As of June 30, 2005, approximately $72.1 billion of mortgage loans in our servicing portfolio are covered by such mortgage reinsurance contracts. The reinsurance contracts place limits on our maximum exposure to losses. At June 30, 2005, the maximum aggregate losses under the reinsurance contracts were $487.3 million. We are required to pledge securities to cover this potential liability. For the six months ended June 30, 2005, we did not experience any losses under our reinsurance contracts.

Mortgage Loans Held for Sale

      At June 30, 2005, mortgage loans held for sale amounted to $30.2 billion. While the loans are in inventory, we bear credit risk after taking into consideration primary mortgage insurance (which is generally required for conventional loans with a loan-to-value ratio greater than 80%), FHA insurance or VA guarantees. Historically, credit losses related to loans held for sale have not been significant due to the short period of time that loans are held prior to sale.

Counterparty Credit Risk

      We have exposure to credit loss in the event of contractual non-performance by our trading counterparties and counterparties to our various over-the-counter derivative financial instruments. We manage this credit risk by selecting only well-established, financially strong counterparties, spreading the credit risk among many such counterparties, and by placing contractual limits on the amount of unsecured credit extended to any single counterparty.

      The aggregate amount of counterparty credit exposure after consideration of relevant netting agreements at June 30, 2005, before and after collateral held by us, was as follows:

	June 30,
	2005
	(In millions)
Aggregate credit exposure before collateral held	$	1,884
Less: collateral held		(1,398	)
Net aggregate unsecured credit exposure	$	486

      For the six months ended June 30, 2005, we incurred no credit losses due to non-performance of any of our counterparties.

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Loan Servicing

      The following table sets forth certain information regarding our servicing portfolio of single-family mortgage loans, including loans and securities held for sale, loans held for investment and loans serviced under subservicing agreements, for the periods indicated.

			Six Months Ended
			June 30,
			2005			2004
			(In millions)
Beginning owned portfolio			$	821,475		$	630,451
Add: Loan production				211,807			175,867
		Purchased MSRs		33,501			13,497
Less: Runoff(1)				(130,045	)		(109,615	)
Ending owned portfolio				936,738			710,200
Subservicing portfolio				27,706			16,027
	Total servicing portfolio		$	964,444		$	726,227
MSR portfolio			$	849,079		$	655,527
Mortgage loans owned				87,659			54,673
Subservicing portfolio				27,706			16,027
	Total servicing portfolio		$	964,444		$	726,227

			June 30,
			2005			2004
			(Dollar amounts in
			millions)
Composition of owned portfolio at period end:
	Conventional mortgage		$	730,509		$	569,625
	Nonprime Mortgage			104,135			52,496
	Prime Home Equity			50,852			32,746
	FHA-insured mortgage			38,288			41,841
	VA-guaranteed mortgage			12,954			13,492
		Total owned portfolio	$	936,738		$	710,200
Delinquent mortgage loans(2):
	30 days			2.16	%		2.14	%
	60 days			0.63	%		0.61	%
	90 days or more			0.72	%		0.73	%
		Total delinquent mortgage loans		3.51	%		3.48	%
Loans pending foreclosure(2)				0.39	%		0.37	%
Delinquent mortgage loans(2):
	Conventional			1.99	%		2.06	%
	Government			11.85	%		12.28	%
	Nonprime Mortgage			10.56	%		10.27	%
	Prime Home Equity			1.02	%		0.61	%
		Total delinquent mortgage loans		3.51	%		3.48	%
Loans pending foreclosure(2):
	Conventional			0.19	%		0.18	%
	Government			0.97	%		1.08	%
	Nonprime Mortgage			1.70	%		1.88	%
	Prime Home Equity			0.04	%		0.03	%
		Total loans pending foreclosure		0.39	%		0.37	%

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(1)	Runoff refers to scheduled principal repayments on loans and unscheduled prepayments (partial prepayments or total prepayments due to refinancing, modification, sale, condemnation or foreclosure).
(2)	Expressed as a percentage of the total number of loans serviced, excluding subserviced loans and loans purchased at a discount due to their non-performing status.

      We attribute the overall increase in delinquencies in our servicing portfolio primarily to the relative overall increase in the number of loans in the nonprime portfolios, which carry higher delinquency rates than the conventional and Prime Home Equity portfolios. We believe the delinquency rates in our servicing portfolio are consistent with industry experience for similar mortgage loan portfolios.

Liquidity and Capital Resources

      We regularly forecast our potential funding needs over three-month and longer horizons, taking into account debt maturities and potential peak balance sheet levels. Available reliable sources of liquidity are appropriately established and sized to meet potential future funding requirements. We currently have $87.0 billion in available sources of short-term liquidity, which represents an increase of $13.8 billion from December 31, 2004. We believe we have adequate financing to meet our current needs.

      At June 30, 2005 and at December 31, 2004, CFC’s regulatory capital ratios were as follows:

					June 30, 2005					December 31, 2004
		Minimum
		Required(1)			Ratio			Amount		Ratio			Amount
					(Dollar amounts in thousands)
Tier 1 Leverage Capital			5.0	%		7.2	%	$	11,498,160		7.9	%	$	10,332,383
Risk-Based Capital
	Tier 1		6.0	%		10.4	%	$	11,498,160		11.1	%	$	10,332,383
	Total		10.0	%		11.0	%	$	12,129,225		11.7	%	$	10,928,223

(1)  Minimum required to qualify as “well capitalized.”

Cash Flow

      Cash flow used by operating activities was $2.2 billion for the six months ended June 30, 2005, compared to net cash provided by operating activities of $4.5 billion for the six months ended June 30, 2004. The decrease in cash flow from operations for the six months ended June 30, 2005 compared to the six months ended June 30, 2004 was primarily due to a $3.3 billion net increase in cash used to fund Mortgage Loan Inventory and a $3.0 billion net increase in cash used to fund investments in trading securities.

      Net cash used by investing activities was $35.6 billion for the six months ended June 30, 2005, compared to $11.0 billion for the six months ended June 30, 2004. The increase in net cash used in investing activities was attributable to a $15.3 billion increase in cash used to fund loans held for investment, combined with a $5.9 billion increase in cash used to fund investments in other financial instruments and a $2.8 billion increase in securities purchased under agreements to resell and securities borrowed.

      Net cash provided by financing activities for the six months ended June 30, 2005 totaled $38.0 billion, compared to $6.5 billion for the six months ended June 30, 2004. The increase in cash provided by financing activities was comprised of a $23.9 billion net increase in short-term borrowings, a $4.5 billion net increase in bank deposit liabilities and a $3.1 billion increase in long-term debt.

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

Off-Balance Sheet Arrangements and Guarantees

      In the ordinary course of our business, we engage in financial transactions that are not reflected on our balance sheet. (See Note 2 — “Summary of Significant Accounting Policies” in the 2004 Annual Report for a

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description of our consolidation policy.) Such transactions are structured to manage our interest rate, credit or liquidity risks, to diversify funding sources or to optimize our capital.

      Substantially all of our off-balance sheet arrangements relate to the securitization of mortgage loans. Our mortgage loan securitizations are normally structured as sales in accordance with SFAS 140, and as such involve the transfer of mortgage loans to qualifying special-purpose entities that are not subject to consolidation. In a securitization, an entity transferring the assets is able to convert those assets into cash. Special-purpose entities used in such securitizations obtain cash to acquire the assets by issuing securities to investors. In a securitization, we customarily provide representations and warranties with respect to the mortgage loans transferred. In addition, we generally retain the right to service the transferred mortgage loans.

      We also generally have the right to repurchase mortgage loans from the special-purpose entity if the remaining outstanding balance of the mortgage loans falls to a level where the cost of servicing the loans becomes burdensome in relation to the benefits of servicing.

      Our Prime Mortgage Loans generally are securitized on a non-recourse basis, while Prime Home Equity and Nonprime Loans generally are securitized with limited recourse for credit losses. During the six months ended June 30, 2005, we securitized $26.9 billion in Nonprime Mortgage and Prime Home Equity Loans with limited recourse for credit losses. Our exposure to credit losses related to our limited recourse securitization activities is limited to the carrying value of our subordinated interests and to the contractual limit of reimbursable losses under our corporate guarantees less the recorded liability for such guarantees. For a further discussion of our exposure to credit risk, see the section in this Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Credit Risk.”

      We do not believe that any of our off-balance sheet arrangements have had or are reasonably likely to have a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

Contractual Obligations

      The following table summarizes our significant contractual obligations at June 30, 2005, with the exception of short-term borrowing arrangements and pension and post-retirement benefit plans:

	Less Than						More Than
	1 Year		1-3 Years		3-5 Years		5 Years		Total
	(In thousands)
Obligations:
Notes payable	$	11,210,370	$	24,658,246	$	10,848,013	$	3,152,483	$	49,869,112
Time deposits	$	9,198,942	$	4,103,543	$	2,488,376	$	961,375	$	16,752,236
Operating leases	$	141,182	$	217,283	$	102,415	$	29,910	$	490,790
Purchase obligations	$	138,553	$	19,173	$	3,358	$	757	$	161,841

      As of June 30, 2005, the Company had undisbursed home equity lines of credit and construction loan commitments of $6.5 billion and $1.3 billion, respectively. As of June 30, 2005, outstanding commitments to fund mortgage loans in process totaled $49.5 billion.

      In connection with the Company’s underwriting activities, the Company had commitments to purchase and sell new issues of securities aggregating $86.9 million at June 30, 2005.

Prospective Trends

United States Mortgage Market

      Over the last decade, total mortgage indebtedness in the United States has grown at an average annual rate of 9%. We believe that continued population growth, ongoing developments in the mortgage market and the prospect of relatively low interest rates support similar growth in the market for the foreseeable future. Some of the ongoing developments in the mortgage market that should fuel its growth include government-

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sponsored programs targeted to increase homeownership in low-income and minority communities, the growth of prime home equity lending as a major form of consumer finance, and the increasing efficiency of the secondary mortgage market that lowers the overall cost of homeownership.

      In recent years, the level of complexity in the mortgage lending business has increased significantly due to several factors:

•  The continuing evolution of the secondary mortgage market and demand by the borrowers has resulted in a proliferation of mortgage products;

•  Greater regulation imposed on the industry has resulted in increased costs and the need for higher levels of specialization; and

•  Interest rate volatility has risen over the last decade. At the same time, homeowners’ propensity to refinance their mortgages has increased as the refinance process has become more efficient and cost effective. The combined result has been large swings in the volume of mortgage loans originated from year to year. These volume swings have placed significant operational and financial pressures on mortgage lenders.

      To compete effectively in this environment, mortgage lenders must have a very high level of operational, technological and managerial expertise. In addition, the residential mortgage business has become more capital-intensive and therefore access to capital at a competitive cost is critical. Primarily because of these factors, the industry has undergone rapid consolidation.

      According to the trade publication Inside Mortgage Finance, the top five originators produced 45% of all loans originated during the first six months of the calendar year 2005, as compared to 44% for the six months ended December 31, 2004. Following is a comparison of loan volume for the top five originators, according to Inside Mortgage Finance:

		Six Months Ended		Six Months Ended
Institution		June 30, 2005		December 31, 2004
		(In billions)
Countrywide		$	212	$	187
Wells Fargo Home Mortgage			150		138
Washington Mutual			118		119
Chase Home Finance			85		92
Bank of America Mortgage			73		68
	Total for Top Five	$	638	$	604

      We believe the consolidation trend will continue, as the aforementioned market forces will continue to drive out weak competitors. We believe Countrywide will benefit from this trend through increased market share. We believe that industry consolidation should lessen irrational price competition, which from time to time has affected the industry.

      Compared to Countrywide, the other industry leaders are less reliant on the secondary mortgage market as an outlet for adjustable-rate mortgages, due to their greater portfolio lending capacity. This could place us at a competitive disadvantage in the future if the demand for adjustable-rate mortgages continues, the secondary mortgage market does not continue to provide a competitive outlet for these loans, or we are unable to sustain an adequate portfolio lending capacity.

Regulatory Trends

      The regulatory environments in which we operate have an impact on the activities in which we may engage, how the activities may be carried out and the profitability of those activities. Therefore, changes to laws, regulations or regulatory policies can affect whether and to what extent we are able to operate profitably. For example, proposed state and federal legislation targeted at predatory lending could have the unintended consequence of raising the cost or otherwise reducing the availability of mortgage credit for those potential

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borrowers with less than prime-quality credit histories. This could result in a reduction of otherwise legitimate nonprime lending opportunities.

Recently Issued Accounting Standards

      In December 2004, the FASB issued Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (“SFAS 123R”), an amendment of FASB Statement No. 123 (“SFAS 123”), “Accounting for Stock-Based Compensation.” This Statement requires companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. SFAS 123R requires measurement of fair value of employee stock options using an option pricing model that takes into account the awarded options’ unique characteristics. SFAS 123R requires charging the recognized cost to expense over the period the employee provides services to earn the award, generally the vesting period for the award. In April of 2005, the Securities and Exchange Commission revised the required adoption date of SFAS 123R. As a result of this change, we are required to adopt SFAS 123R effective January 1, 2006. We have not yet determined the effect of implementation of SFAS 123R or whether the Statement will be implemented prospectively or retrospectively.

Factors That May Affect Our Future Results

      We make forward-looking statements in this Report and in other reports we file with the SEC. In addition, we make forward-looking statements in press releases and our management may make forward- looking statements orally to analysts, investors, the media and others. Generally, forward-looking statements include:

•  Projections of our revenues, income, earnings per share, capital expenditures, dividends, capital structure or other financial items

•  Descriptions of our plans or objectives for future operations, products or services

•  Forecasts of our future economic performance

•  Descriptions of assumptions underlying or relating to any of the foregoing

      Forward-looking statements give management’s expectation about the future and are not guarantees. Words like “believe,” “expect,” “anticipate,” “promise,” “plan” and other expressions or words of similar meanings, as well as future or conditional verbs such as “will,” “would,” “should,” “could,” or “may” are generally intended to identify forward-looking statements. There are a number of factors, many of which are beyond our control that could cause actual results to differ significantly from management’s expectations. Some of these factors are discussed below.

      Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made. We do not undertake to update them to reflect changes that occur after the date they are made.

      Factors that could cause actual results to differ materially from historical results or those anticipated include, but are not limited to the following:

•  Changes in general business, economic, market and political conditions from those expected

•  Our inability to effectively implement our business strategies or manage the volatility inherent in the mortgage banking business

•  Our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain

•  Competition within the financial services industry

•  Significant changes in regulations governing our business or in generally accepted accounting principles

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•  Incomplete or inaccurate information provided by customers and counterparties

•  A general decline in U.S. housing prices or in activity in the U.S. housing market

•  A loss of investment-grade credit ratings, which may result in increased cost of debt or loss of access to corporate debt markets

•  A reduction in the availability of secondary markets for our mortgage loan products

•  A reduction in government support of homeownership

•  A change in our relationship with the housing-related government agencies and government sponsored enterprises

•  Changes in regulations or the occurrence of other events that impact the business, operation or prospects of government sponsored enterprises

•  Ineffectiveness of our hedging activities

•  The level of competition in each of our business segments

•  The occurrence of natural disasters or other events or circumstances that could impact our operations or could impact the level of claims in the Insurance Segment.

      Other risk factors are described elsewhere herein as well as in other reports and documents that we file with or furnish to the SEC including the Company’s Annual Report on Form 10-K. Other factors that could also cause results to differ from our expectations may not be described in any such report or document. Each of these factors could by itself, or together with one or more other factors, adversely affect our business, results of operations and/or financial condition.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

      In response to this Item, the information set forth on pages 63 to 65 of this Form 10-Q is incorporated herein by reference.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

      We have conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this quarterly report as required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act. Based on their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective in ensuring that material information relating to the Company, including our consolidated subsidiaries, is made known to the Chief Executive Officer and Chief Financial Officer by others within those entities during the period in which this quarterly report on Form 10-Q was being prepared.

Internal Control over Financial Reporting

Changes to Internal Control over Financial Reporting

      There has been no change in our internal control over financial reporting during the quarter ended June 30, 2005 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, except for the implementation of an Enterprise Resource Planning (ERP) application software system, which includes the following modules affecting internal control over financial reporting: general ledger, accounts payable, accounts receivable and fixed asset modules. Management believes that the ERP software enhances the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

      The following table shows Company repurchases of its common stock for each calendar month during the six months ended June 30, 2005.

						Total Number of		Maximum Number of
						Shares Purchased		Shares That May yet
		Total Number of		Average		as Part of Publicly		be Purchased Under
		Shares		Price Paid		Announced Plan		the Plan or
Calendar Month		Purchased(1)(2)		per Share(2)		or Program(1)		Program(1)
January			8,960	$	36.82		n/a		n/a
February			2,395	$	32.02		n/a		n/a
March			17,098	$	32.57		n/a		n/a
April			39,363	$	33.02		n/a		n/a
May			—	$	—		n/a		n/a
June			449	$	37.17		n/a		n/a
	Total		68,265	$	33.40		n/a		n/a

(1)	The Company has no publicly announced plans or programs to repurchase its stock. The shares indicated in this table represent only the withholding of a portion of restricted shares to cover taxes on vested restricted shares.
(2)	The shares purchased and the price paid per share have not been adjusted for stock splits.

Item 4. Submission of Matters to a Vote of Security Holders

      On June 15, 2005, the Annual Meeting of Stockholders of the Company was held. The agenda items for such meeting are shown below together with the vote of the Company’s Common Stock with respect to such agenda items.

      1. The election of four Class III Directors to serve until the 2008 Annual Meeting of Stockholders.

Class III Nominees	Votes For		Votes Withheld
Angelo R. Mozilo		502,094,682		12,658,148
Stanford L. Kurland		501,836,681		12,916,149
Oscar P. Robertson		492,356,347		22,396,483
Keith P. Russell		488,523,990		26,228,840

      The terms of Kathleen Brown, Jeffrey M. Cunningham, Ben M. Enis, Edwin Heller, Robert T. Parry, Henry G. Cisneros, Robert J. Donato, Michael E. Dougherty, Martin R. Melone and Harley W. Snyder continued after such meeting.

      2. Approval of an amendment and restatement of the Company’s Annual Incentive Plan.

Votes For:	488,480,506
Votes Against:	21,267,142
Abstentions:	5,005,182

      3. Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm.

Votes For:	509,626,639
Votes Against:	874,837
Abstentions:	4,251,354

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Item 6. Exhibits

(a)  Exhibits

See Index of Exhibits on page 77.

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SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Countrywide Financial Corporation

(Registrant)

Dated: August 5, 2005

By:  /s/ Stanford L. Kurland

Stanford L. Kurland

President and Chief Operating Officer

Dated: August 5, 2005

By:  /s/ Eric P. Sieracki

Eric P. Sieracki

Executive Managing Director and

Chief Financial Officer

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COUNTRYWIDE FINANCIAL CORPORATION

FORM 10-Q

JUNE 30, 2005

INDEX OF EXHIBITS

Exhibit
No.			Description
	10	.101	First Amendment to 364-Day Credit Agreement, dated as of May 11, 2005, among CHL, the Company, the lenders identified therein, JPMorgan Chase Bank, N.A., as Managing Administrative Agent, and Bank of America, N.A., as Administrative Agent.
	10	.102	First Amendment, dated as of May 11, 2005 to the Five-Year Credit Agreement, dated as of May 12, 2004, among CHL, the Company, the lenders identified therein, ABN AMRO Bank N.V. and Deutsche Bank Securities Inc., as Documentation Agents, Citicorp USA, Inc., as Syndication Agent, Bank of America, N.A., as Administrative Agent, and JPMorgan Chase Bank, N.A., as Managing Administrative Agent.
	10	.103	Note Deed Poll, dated as of April 29, 2005, by the Company, in favor of each person who is from time to time an Australian dollar denominated Noteholder.
	10	.104	Deed Poll Guaranty and Indemnity, dated as of April 29, 2005, by the Company in favor of each person who is from time to time an Australian dollar denominated Noteholder.
	10	.105*	Form of Medium-Term Notes, Series A (fixed-rate) of CFC (incorporated by reference to Exhibit 4.11 to the registration statement on Form S-3 of the Company and CHL (File Nos. 333-114270, 333-114270-01, 333-114270-02 and 333-114270-03), filed with the SEC on April 7, 2004).
	10	.106*	Form of Medium-Term Notes, Series A (floating-rate) of CFC (incorporated by reference to Exhibit 4.12 to the registration statement on Form S-3 of the Company and CHL (File Nos. 333-114270, 333-114270-01, 333-114270-02 and 333-114270-03), filed with the SEC on April 7, 2004).
	12	.1	Computation of the Ratio of Earnings to Fixed Charges.
	31	.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31	.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32	.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.
	32	.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

*  Incorporated by reference

EX-10.101

EXHIBIT 10.101

EXECUTION COPY

FIRST AMENDMENT
TO 364-DAY CREDIT AGREEMENT

     This FIRST AMENDMENT to the 364-DAY CREDIT AGREEMENT (this “Amendment”) is made and dated as of May 11, 2005 by and among COUNTRYWIDE HOME LOANS, INC., a New York corporation (“CHL”), COUNTRYWIDE FINANCIAL CORPORATION, a Delaware corporation (“CFC”), the Lenders signing below, JPMORGAN CHASE BANK, N.A., as the Managing Administrative Agent for the Lenders (in such capacity, the “Managing Administrative Agent”), and BANK OF AMERICA, N.A., as the Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).

RECITALS

     A. Pursuant to that certain 364-Day Credit Agreement, dated as of May 12, 2004, by and among CHL, CFC, the Lenders from time to time party thereto, the Managing Administrative Agent, the Administrative Agent and the syndication agent and the documentation agents named therein (the “Credit Agreement,” and with capitalized terms used herein and not otherwise defined used with the meanings given such terms in the Credit Agreement), the Lenders currently party to the Credit Agreement (the “Existing Lenders”) agreed to extend credit to CFC and CHL on the terms and subject to the conditions set forth therein.

     B. The Lenders signing below have agreed to extend the Commitment Termination Date on the terms and conditions set forth below.

     C. In addition, the Lenders have agreed to amend the Credit Agreement in certain respects.

     NOW, THEREFORE, in consideration of the foregoing Recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

AGREEMENT

     1. Amendments to Section 1.01. (a) Section 1.01 of the Credit Agreement is hereby amended by deleting therefrom the definitions of the following defined terms in their entirety and substituting in lieu thereof the following definitions:

      “Commitment Termination Date” means May 10, 2006.

      “Term-Out Maturity Date” means, if so selected by CHL pursuant to Section 2.09(a), May 10, 2007.

      (b) Section 1.01 of the Credit Agreement is hereby amended by deleting the rows entitled “ ³ A1 from Moody’s or ³ A+ from S&P” and “A2 from Moody’s or A from S&P” in their entirety from the pricing grid contained in the definition of “Applicable Rate” and substituting in lieu thereof the following:

2

							Utilization
							Fee Rate
							(Total Usage of		Utilization Fee Rate
	Federal Funds Rate						³ 33.3% but		(Total Usage of
Index Debt Rating	Spread		Eurodollar Spread		Facility Fee Rate		< 66.7%)		³ 66.7%)
³ A1 from Moody’s or ³ A+ from S&P		24.0		24.0		6.0		7.5		15.0
A2 from Moody’s or A from S&P		28.0		28.0		7.0		7.5		15.0

     2. Amendment to Section 2.01(b). The second sentence of Section 2.01(b) of the Credit Agreement is hereby amended to read in its entirety as follows:

      “Notwithstanding the foregoing, without the consent of the Required Lenders, (x) in no event shall the aggregate amount of the Commitments exceed $3,600,000,000 and (y) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $50,000,000.”

     3. Amendment to Section 6.06. Section 6.06 of the Credit Agreement is hereby amended by deleting the parenthetical “(other than, in the case of CFC, CHL)” and inserting in lieu thereof "(other than, in the case of CFC, CHL and Treasury Bank, N.A.)”.

     4. Addition of New Lenders and Termination of Certain Existing Lenders. To reflect the fact that certain financial institutions which are not currently Lenders may desire to become Lenders under the Credit Agreement and that certain Existing Lenders may desire to terminate their participation in the Credit Agreement, any such financial institution signing below as a new Lender (a “New Lender”) shall become a Lender under the Credit Agreement as of the Effective Date (as hereinafter defined) and any Existing Lender not executing and delivering this Amendment (an “Exiting Lender”) shall cease to be a Lender under the Credit Agreement as of the Effective Date, notwithstanding any provision or requirement in the Credit Agreement to the contrary, all on the following terms and conditions:

          (a) Each New Lender shall, from and after the Effective Date, be a Lender under the Credit Agreement with all the rights and benefits and with all the agreements and obligations of a Lender thereunder.

          (b) Each Exiting Lender shall, as of the Effective Date, cease to be a Lender under the Credit Agreement, its Commitment (and, if applicable, Swingline Commitment) thereunder shall terminate and it shall cease to have any agreements or obligations thereunder (it being understood and agreed that any rights or benefits thereunder that are expressly stated to survive termination of the Credit Agreement shall continue to be rights and benefits of the Exiting Lenders).

          (c) On and after the Effective Date, the Commitment and Swingline Commitment of each New Lender and each Existing Lender that is not an Exiting Lender shall be as set forth on the schedules attached hereto as Annex 1 and Annex 2, respectively, and

3

Schedule 2.01 and Schedule 2.05 of the Credit Agreement shall be deemed amended accordingly.

     5. Agents. Effective as of the Effective Date, the Agents under the Credit Documents shall be as set forth below:

JPMorgan Chase Bank, N.A.	Managing Administrative Agent
Bank of America, N.A.	Administrative Agent
Citicorp USA, Inc.	Syndication Agent
ABN AMRO Bank N.V. and Deutsche Bank Securities Inc.	Documentation Agents

     6. Reaffirmation of Credit Documents. Each of CFC and CHL hereby affirms and agrees that: (a) other than as expressly set forth herein, the execution and delivery by CFC and CHL of and the performance of its obligations under this Amendment shall not in any way amend, impair, invalidate or otherwise affect any of the obligations of CFC or CHL, or the rights of the Lenders, under the Credit Agreement and each other Loan Document or any other document or instrument made or given by CFC or CHL in connection therewith, (b) the term “Obligations” as used in the Loan Documents includes, without limitation, the Obligations of CFC and CHL under the Credit Agreement as amended hereby and (c) except as expressly amended hereby, the Loan Documents remain in full force and effect as written.

     7. Effective Date. This Amendment shall be effective on and as of the day and year first above written (the “Effective Date”) subject to the delivery on or prior to such date to the Managing Administrative Agent of the documents indicated below and the satisfaction of the other conditions set forth below:

          (a) A copy of this Amendment, duly executed by CHL, CFC, the New Lenders and the Existing Lenders that are not Exiting Lenders.

          (b) Any Loans outstanding under the Credit Agreement shall have been paid or prepaid and all accrued interest thereon and accrued fees payable to the Existing Lenders thereunder shall have been paid (it being understood that any such payment may be made with the proceeds of a new borrowing under the Credit Agreement as amended hereby).

          (c) Such corporate resolutions, incumbency certificates and other authorizations from CFC and CHL as the Managing Administrative Agent may reasonably request.

          (d) A legal opinion of counsel to CFC and CHL in form and substance reasonably satisfactory to the Managing Administrative Agent.

          (e) Evidence satisfactory to the Agents that all fees and expenses payable to the Agents and the Lenders prior to or on the Effective Date have been paid in full.

4

     8. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

     9. Representations and Warranties. Each of CFC and CHL hereby represents and warrants to the Lenders and the Managing Administrative Agent as follows:

          (a) Each of CFC and CHL has the corporate power and authority and the legal right to execute, deliver and perform this Amendment and has taken all necessary corporate action to authorize the execution, delivery and performance of this Amendment. This Amendment has been duly executed and delivered on behalf of CFC and CHL and constitutes the legal, valid and binding obligation of CFC and CHL enforceable against each such Person in accordance with its terms.

          (b) At and as of the date of execution hereof and both prior to and after giving effect to this Amendment (i) the representations and warranties of CFC and CHL contained in the Credit Agreement are accurate and complete in all respects; (ii) there has not occurred any Default or Event of Default; and (iii) there has not occurred any material adverse change in the business, operations, assets or financial or other condition of CFC, CHL or their consolidated subsidiaries taken as a whole since December 31, 2004.

          (c) The financial statements of CFC, dated December 31, 2004, copies of which have heretofore been furnished to the Managing Administrative Agent and each Lender, are complete and correct and present fairly in accordance with GAAP the consolidated and consolidating financial condition of CFC and its consolidated subsidiaries at such date and the consolidated and consolidating results of its operations and changes in financial position for the fiscal year then ended.

          (d) The financial statements of CHL, dated December 31, 2004, copies of which have heretofore been furnished to the Managing Administrative Agent and each Lender, are complete and correct and present fairly in accordance with GAAP the consolidated financial condition of CHL and its consolidated subsidiaries at such date and the consolidated results of its operations and changes in financial position for the fiscal year then ended.

     10. Governing Law. This Amendment and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

[Signature pages following]

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first above written.

COUNTRYWIDE FINANCIAL CORPORATION,
a Delaware corporation
By:	/s/ Eric Sieracki
Name Eric Sieracki
Title: Chief Financial Officer
COUNTRYWIDE HOME LOANS, INC.,
a New York corporation
By:	/s/ Eric Sieracki
Name Eric Sieracki
Title: Chief Financial Officer

Signature Page to the First Amendment to the Countrywide 364-Day Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

JPMORGAN CHASE BANK, N.A., as Managing
Administrative Agent and a Lender
By:	/s/ Elisabeth H. Schwabe
Name		Elisabeth H. Schwabe
Title		Managing Director
		JPMorgan Chase Bank, N.A.

Signature Page to the First Amendment to the Countrywide 364-Day Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

BANK OF AMERICA, N.A., as Administrative
Agent and a Lender
By:	/s/ Elizabeth Kurilecz
Name		Elizabeth Kurilecz
Title		Senior vice President

Signature Page to the First Amendment to the Countrywide 364-Day Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE 364-DAY CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:
ABN AMRO Bank N.V., as a Lender
By:	/s/ Neil R. Stein	/s/ Michael DeMarco
	Name: Neil R. Stein	Michael DeMarco
	Title: Director	Asst. Vice President

Signature Page to the First Amendment to the Countrywide 364-Day Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE 364-DAY CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
By:	/s/ Sean C Davy
	Name: Sean C Davy
	Title: Director
By:	/s/ Dirk Schumann
	Name: Dirk Schumann
	Title: Director

Signature Page to the First Amendment to the Countrywide 364-Day Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE 364-DAY CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

CITICORP USA, INC., as a Lender

By:	/s/ Yoko Otani
	Name: Yoko Otani
	Title: Managing Direcotr

Signature Page to the First Amendment to the Countrywide 364-Day Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE 364-DAY CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

THE BANK OF NEW YORK, as a Lender

By:	/s/ Paul Connolly
	Name: /s/ Paul Connolly
	Title: Vice President

Signature Page to the First Amendment to the Countrywide 364-Day Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE 364-DAY CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

BARCLAYS BANK PLC, as a Lender

By:	/s/ Alison McGuigan
	Name: Alison McGuigan
	Title: Associate Director

Signature Page to the First Amendment to the Countrywide 364-Day Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE 364-DAY CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

LLOYDS TSB BANK PLC, as a Lender

By:	/s/ James M. Rudd		/s/ Michael J. Gilligan
	Name:	James M. Rudd	Michael J. Gilligan
	Title:	Vice President	Director
		Financial Institutions, USA	Financial Institutions, USA
		R091	G311

Signature Page to the First Amendment to the Countrywide 364-Day Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE 364-DAY CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

Wachovia Bank, National Association: Wachovia Bank, National Association, as a Lender
By:	/s/ Joan Anderson
	Name:	Joan Anderson
	Title:	Director

Signature Page to the First Amendment to the Countrywide 364-Day Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE 364-DAY CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION: BNP Paiibas, as a Lender
By:	/s/ Pierre Nicholas Rogers
	Name:	Pierre Nicholas Rogers
	Title:	Managing Director

By:	/s/ Jamie Dillon
	Name:	Jamie Dillon
	Title:	Managing Director

Signature Page to the First Amendment to the Countrywide 364-Day Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE 364-DAY CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION: ING BANK N.V., as a Lender
By:	/s/ C. Pattin
	Name:	C. Pattin
	Title:	Director

By:	/s/ Wendy Holliak
	Name:	Wendy Holliak
	Title:	Manager/Associate

Signature Page to the First Amendment to the Countrywide 364-Day Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE 364-DAY CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION: MORGAN STANLEY BANK, as a Lender
By:	/s/ Daniel Twenge
	Name:	Daniel Twenge
	Title:	Vice President Morgan Stanley Bank

Signature Page to the First Amendment to the Countrywide 364-Day Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE 364-DAY CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION: SOCIETE GENERALE, as a Lender
By:	/s/ Edith L. Hornick
	Name:	Edith L. Hornick
	Title:	Managing Director

Signature Page to the First Amendment to the Countrywide 364-Day Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE 364-DAY CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO
NAME OF INSTITUTION:
UBS Loan Finance LLC, as a Lender
By:	/s/ Edward Creps
	Name:	Edward Creps
	Title:	Director
		Banking Products Services US
By:	/s/ Joselin Fernandes
	Name:	Joselin Fernandes
	Title:	Associate Director
		Banking Products Services US

Signature Page to the First Amendment to the Countrywide 364-Day Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE 364-DAY CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO
NAME OF INSTITUTION:
WILLIAM STREET COMMITMENT CORPORATION (Recourse only to assets of William Street Commitment Corporation), as a Lender
By:	/s/ Manda D’Agata
	Name:	Manda D’Agata
	Title:	Assistant Vice President

Signature Page to the First Amendment to the Countrywide 364-Day Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE 364-DAY CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO
NAME OF INSTITUTION:
ROYAL BANK OF CANADA, as a Lender
By:	/s/ Howard Lee
	Name:	Howard Lee
	Title	: Authorized Signatory

Signature Page to the First Amendment to the Countrywide 364-Day Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE 364-DAY CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO
Calyon New York Branch, as a Lender
By:	/s/ Sebastian Rocco
	Name:	Sebastian Rocco
	Title:	Managing Director
By:	/s/ W. Jay Buckley
	Name:	W. Jay Buckley
	Title:	Managing Director

Signature Page to the First Amendment to the Countrywide 364-Day Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE 364-DAY CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO
NAME OF INSTITUTION:
HSBC Bank USA, N.A., as a Lender
By:	/s/ Paul Lopez
	Name:	Paul Lopez
	Title:	Senior Vice President

Signature Page to the First Amendment to the Countrywide 364-Day Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE 364-DAY CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO
NAME OF INSTITUTION:
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as a Lender
By:	/s/ Sascha Klaus	/s/ J. Curtin Beaudouin
	Name: Sascha Klaus	J. Curtin Beaudouin
	Title: Director	Director

Signature Page to the First Amendment to the Countrywide 364-Day Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE 364-DAY CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO
NAME OF INSTITUTION:
KeyBank National Association, as a Lender
By:	/s/ Mary K. Young
	Name:	Mary K. Young
	Title:	Vice President

Signature Page to the First Amendment to the Countrywide 364-Day Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE 364-DAY CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO
NAME OF INSTITUTION:
Lehman Brothers Bank, FSB, as a Lender
By:	/s/ Janine M. Shugan
	Name:	Janine M. Shugan
	Title:	Authorized Signatory

Signature Page to the First Amendment to the Countrywide 364-Day Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE 364-DAY CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO
NAME OF INSTITUTION:
Greenwich Capital Markets, Inc., as agent for The Royal
Bank of Scotland plc, as a Lender
By:	/s/ Angela Reilly
	Name:	Angela Reilly
	Title:	Senior Vice President

Signature Page to the First Amendment to the Countrywide 364-Day Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE 364-DAY CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO
NAME OF INSTITUTION:
Union Bank of California, N.A., as a Lender
By:	/s/ Christine Davis
	Name:	Christine Davis
	Title:	Vice President

Signature Page to the First Amendment to the Countrywide 364-Day Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE 364-DAY CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO
NAME OF INSTITUTION:
WestLB AG, New York Branch, as a Lender
By:	/s/ Samuel Bridges
	Name:	Samuel Bridges
	Title:	Executive Director
By:	/s/ Lillian Tung Lam
	Name:	Lillian Tung Lam
	Title:	Executive Director

Signature Page to the First Amendment to the Countrywide 364-Day Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE 364-DAY CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO
NAME OF INSTITUTION:
Norddeutsche Landesbank Girozentrale New York Branch and/or Cayman Islands Branch, as a Lender
By:	/s/ Stephen K. Hunter	/s/ Aleksander Wolski
	Name: Stephen K. Hunte	r Aleksander Wolski
	Title: SVP	Assistant Vice President

Signature Page to the First Amendment to the Countrywide 364-Day Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

ANNEX 1

Commitment Schedule

	Commitment
Continuing Lenders
JPMorgan Chase Bank, N.A.	$	260,000,000.00
Bank of America, N.A.	$	240,000,000.00
ABN Amro Bank N.V.	$	200,000,000.00
Deutsche Bank AG New York Branch	$	140,000,000.00
Citicorp USA, Inc.	$	132,000,000.00
Barclays Bank PLC	$	120,000,000.00
The Bank of New York	$	130,000,000.00
Wachovia Bank, National Association	$	100,000,000.00
BNP Paribas	$	80,000,000.00
Morgan Stanley	$	80,000,000.00
Goldman Sachs	$	80,000,000.00
Societe Generale, New York Branch	$	80,000,000.00
Royal Bank of Canada	$	70,000,000.00
Calyon New York Branch	$	66,000,000.00
HSBC Bank USA	$	60,000,000.00
Dresdner Bank AG, New York Branch	$	40,000,000.00
KeyBank National Association	$	40,000,000.00
Lehman Brothers Bank, FSB	$	40,000,000.00
The Royal Bank of Scotland PLC	$	40,000,000.00
Norddeutsche Landesbank Girozentrale New York and/or Cayman Islands Branch	$	22,000,000.00
Union Bank of California, N.A.	$	40,000,000.00
WestLB AG, New York Branch	$	20,000,000.00
New Lenders
Lloyds Bank	$	100,000,000.00
UBS	$	80,000,000.00
ING Bank N.V.	$	80,000,000.00
TOTAL	$	2,340,000,000.00

ANNEX 2

Swingline Commitment Schedule

Continuing Lenders	Swingline Commitment
JPMorgan Chase Bank, N.A.	$	260,000,000.00
Bank of America, N.A.	$	240,000,000.00
ABN Amro Bank N.V.	$	200,000,000.00
Deutsche Bank AG New York Branch	$	140,000,000.00
Citicorp USA, Inc.	$	132,000,000.00
Barclays Bank PLC	$	120,000,000.00
The Bank of New York	$	130,000,000.00
Wachovia Bank, National Association	$	100,000,000.00
BNP Paribas	$	80,000,000.00
Morgan Stanley	$	80,000,000.00
Societe Generale, New York Branch	$	80,000,000.00
Royal Bank of Canada	$	70,000,000.00
KeyBank National Association	$	40,000,000.00
The Royal Bank of Scotland PLC	$	40,000,000.00
TOTAL	$	1,712,000,000.00

EX-10.102

EXHIBIT 10.102

EXECUTION COPY

FIRST AMENDMENT

               FIRST AMENDMENT, dated as of May 11, 2005 (this “Amendment”), to the FIVE-YEAR CREDIT AGREEMENT, dated as of May 12, 2004, among Countrywide Home Loans, Inc., a New York corporation (“CHL”), Countrywide Financial Corporation, a Delaware corporation (“CFC”), the Lenders parties thereto (the “Lenders”), ABN AMRO Bank N.V. and Deutsche Bank Securities Inc., as Documentation Agents, (in such capacity, the “Documentation Agents”), Citicorp USA, Inc., as Syndication Agent (in such capacity, the “Syndication Agent”), Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), and JPMorgan Chase Bank, N.A., as Managing Administrative Agent (in such capacity, “Managing Administrative Agent”).

W I T N E S S E T H :

               WHEREAS, CFC, CHL, the Lenders, the Documentation Agents, the Syndication Agent, the Administrative Agent, and the Managing Administrative Agent are parties to the Five-Year Credit Agreement, dated as of May 12, 2004 (as amended or supplemented, the “Credit Agreement”);

               WHEREAS, CFC and CHL have requested that the Lenders agree to make certain amendments relating to the Credit Agreement as set forth herein; and

               WHEREAS, the Lenders are willing to agree to such amendments, in each case subject to the terms and conditions set forth herein.

               NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, CFC, CHL, the Lenders, the Documentation Agents, the Syndication Agent, the Administrative Agent, and the Managing Administrative Agent hereby agree as follows:

     1. Defined Terms. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

     2. Amendment to Section 2.01(b) of the Credit Agreement. The second sentence of Section 2.01(b) of the Credit Agreement is hereby amended to read in its entirety as follows:

“Notwithstanding the foregoing, without the consent of the Required Lenders, (x) in no event shall the aggregate amount of the Commitments exceed $5,400,000,000 and (y) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $50,000,000.”

     3. Amendment to Section 6.06 of the Credit Agreement. Section 6.06 of the Credit Agreement is hereby amended by deleting the parenthetical “(other than, in the case of CFC, CHL)” and inserting in lieu thereof “(other than in the case of CFC, CHL and Treasury Bank, N.A.)”.

 2

     4. Effective Date. This Amendment shall be effective on and as of the day and year first above written (the “Effective Date”) subject to the delivery to the Managing Administrative Agent of the following:

          (a) A copy of this Amendment, duly executed by the parties hereto.

          (b) Such corporate resolutions, incumbency certificates and other authorizations from CFC and CHL as the Managing Administrative Agent may reasonably request.

          (c) Evidence satisfactory to the Agents that all fees and expenses payable to the Agents and the Lenders prior to or on the Effective Date have been paid in full.

     5. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

     6. Representations and Warranties. Each of CFC and CHL hereby represents and warrants to the Lenders and the Managing Administrative Agent as follows:

          (a) Each of CFC and CHL has the corporate power and authority and the legal right to execute, deliver and perform this Amendment and has taken all necessary corporate action to authorize the execution, delivery and performance of this Amendment. This Amendment has been duly executed and delivered on behalf of CFC and CHL and constitutes the legal, valid and binding obligation of CFC and CHL enforceable against each such Person in accordance with its terms.

          (b) At and as of the date of execution hereof and both prior to and after giving effect to this Amendment: (1) the representations and warranties of CFC and CHL contained in the Credit Agreement are accurate and complete in all respects, (2) there has not occurred any Default or Event of Default and (3) there has not occurred any material adverse change in the business, operations, assets or financial or other condition of CFC, CHL or their consolidated subsidiaries taken as a whole since December 31, 2004.

          (c) The financial statements of CFC, dated December 31, 2004, copies of which have heretofore been furnished to the Managing Administrative Agent and each Lender, are complete and correct and present fairly in accordance with GAAP the consolidated and consolidating financial condition of CFC and its consolidated subsidiaries at such date and the consolidated and consolidating results of its operations and changes in financial position for the fiscal year then ended.

          (d) The financial statements of CHL, dated December 31, 2004, copies of which have heretofore been furnished to the Managing Administrative Agent and each Lender, are complete and correct and present fairly in accordance with GAAP the consolidated financial condition of CHL and its consolidated subsidiaries at such date and the consolidated results of its operations and changes in financial position for the fiscal year then ended.

 3

     7. Governing Law. This Amendment and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

[Signature pages following]

               IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first above written.

COUNTRYWIDE FINANCIAL CORPORATION,
a Delaware corporation
By	/s/ JENNIFER SANDEFUR
Name Title:	Jennifer Sandefur Senior Managing Director & Treasurer
COUNTRYWIDE HOME LOANS, INC.,
a New York corporation
By	/s/ JENNIFER SANDEFUR
Name Title:	Jennifer Sandefur Senior Managing Director & Treasurer

Signature Page to the First Amendment to the Countrywide Five-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

JPMORGAN CHASE BANK, N.A., as Managing
Administrative Agent and a Lender
By	/s/ Elisabeth H. Schwabe
Name	Elisabeth H. Schwabe
Title	Managing Director
	JPMorgan Chase Bank, N.A.

Signature Page to the First Amendment to the Countrywide Five-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

BANK OF AMERICA, N.A., as Administrative
Agent and a Lender
By	/s/ Elizabeth Kurilecz
Name	Elizabeth Kurilecz
Title	Senior Vice President

Signature Page to the First Amendment to the Countrywide Five-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

ABN AMRO Bank N.V., as a Lender

By:	/s/ Neil R. Stein	/s/ Michael DeMarco
	Name: Neil R. Stein	Michael DeMarco
	Title: Director	Asst. Vice President

Signature Page to the First Amendment to the Countrywide Five-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

DEUTSCHE BANK AG NEW YORK BRANCH, as a

Lender

By:	/s/ Sean C Davy
	Name: Sean C Davy
	Title: Director
By:	/s/ Dirk Schumann
	Name: Dirk Schumann
	Title: Director

Signature Page to the First Amendment to the Countrywide Five-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

CITICORP USA, INC., as a Lender

By:	/s/ Yoko Otani
	Name: Yoko Otani
	Title: Managing Direcotr

Signature Page to the First Amendment to the Countrywide Five-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

THE BANK OF NEW YORK, as a Lender

By:	/s/ Paul Connolly
	Name: Paul Connolly
	Title: Vice President

Signature Page to the First Amendment to the Countrywide Five-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

BARCLAYS BANK PLC, as a Lender

By:	/s/ Alison McGuigan
	Name: Alison McGuigan
	Title: Associate Director

Signature Page to the First Amendment to the Countrywide Five-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

Wachovia Bank, National Association:

Wachovia Bank, National Association, as a Lender

By:	/s/ Joan Anderson
	Name: Joan Anderson
	Title: Director

Signature Page to the First Amendment to the Countrywide Five-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

BNP Paiibas, as a Lender

By:	/s/ Pierre Nicholas Rogers
	Name: Pierre Nicholas Rogers
	Title: Managing Director

By:	/s/ Jamie Dillon
	Name: Jamie Dillon
	Title: Managing Director

Signature Page to the First Amendment to the Countrywide Five-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

MORGAN STANLEY BANK, as a Lender

By:	/s/ Daniel Twenge
	Name: Daniel Twenge
	Title: Vice President
	Morgan Stanley Bank

Signature Page to the First Amendment to the Countrywide Five-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

SOCIETE GENERALE, as a Lender

By:	/s/ Edith L. Hornick
	Name: Edith L. Hornick
	Title: Managing Director

Signature Page to the First Amendment to the Countrywide Five-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

WILLIAM STREET COMMITMENT CORPORATION

(Recourse only to assets of William Street Commitment

Corporation), as a Lender

By:	/s/ Manda D’Agata
	Name: Manda D’Agata
	Title: Assistant Vice President

Signature Page to the First Amendment to the Countrywide Five-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

ROYAL BANK OF CANADA, as a Lender

By:	/s/ Howard Lee
	Name: Howard Lee
	Title: Authorized Signatory

Signature Page to the First Amendment to the Countrywide Five-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

Calyon New York Branch, as a Lender

By:	/s/ Sebastian Rocco
	Name: Sebastian Rocco
	Title: Managing Director
By:	/s/ W. Jay Buckley
	Name: W. Jay Buckley
	Title: Managing Director

Signature Page to the First Amendment to the Countrywide Five-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

HSBC Bank USA, N.A., as a Lender

By:	/s/ Paul Lopez
	Name: Paul Lopez
	Title: Senior Vice President

Signature Page to the First Amendment to the Countrywide Five-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

Commerzbank AG, New York and Grand Cayman Branches, as a Lender

By:	/s/ Christian Jagenberg
	Name: Christian Jagenberg
	Title: SVP and Manager
By:	/s/ Yangling Joanne Si
	Name: Yangling Joanne Si
	Title: AVP

Signature Page to the First Amendment to the CountrywideFive-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as a
Lender

By:	/s/ Sascha Klaus	/s/ J. Curtin Beaudouin
	Name: Sascha Klaus	J. Curtin Beaudouin
	Title: Director	Director

Signature Page to the First Amendment to the CountrywideFive-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

KeyBank National Association, as a Lender

By:	/s/ Mary K. Young
	Name: Mary K. Young
	Title: Vice President

Signature Page to the First Amendment to the CountrywideFive-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

Lehman Brothers Bank, FSB, as a Lender

By:	/s/ Janine M. Shugan
	Name: Janine M. Shugan
	Title: Authorized Signatory

Signature Page to the First Amendment to the CountrywideFive-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

Greenwich Capital Markets, Inc., as agent for The Royal Bank of Scotland plc, as a Lender

By:	/s/ Angela Reilly
	Name: Angela Reilly
	Title: Senior Vice President

Signature Page to the First Amendment to the CountrywideFive-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

Union Bank of California, N.A., as a Lender

By:	/s/ Christine Davis
	Name: Christine Davis
	Title: Vice President

Signature Page to the First Amendment to the CountrywideFive-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

Norddeutsche Landesbank Girozentrale New York Branch and/or
Cayman Islands Branch, as a Lender

By:	/s/ Stephen K. Hunter	/s/ Aleksander Wolski
	Name: Stephen K. Hunter	Aleksander Wolski
	Title: SVP	Assistant Vice President

Signature Page to the First Amendment to the CountrywideFive-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

WestLB AG, New York Branch, as a Lender

By:	/s/ Samuel Bridges
	Name: Samuel Bridges
	Title: Executive Director
By:	/s/ Lillian Tung Lam
	Name: Lillian Tung Lam
	Title: Executive Director

Signature Page to the First Amendment to the CountrywideFive-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

EX-10.103

EXHIBIT 10.103

Note Deed Poll

relating to the
A$3,500,000,000
Medium Term Note Programme
of Countrywide Financial Corporation

Countrywide Financial Corporation, as Issuer

FOR THE PURPOSES OF UNITED STATES FEDERAL INCOME TAX LAWS, THE REGISTERED NOTES AND THE BEARER NOTES ARE BOTH “BEARER OBLIGATIONS”. ANY UNITED STATES PERSON WHO HOLDS A NOTE WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES FEDERAL INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES OF AMERICA SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”) OR ANY APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS AND NEITHER THE NOTES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF TO OR FOR THE ACCOUNT OR BENEFIT OF A US PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS THEREUNDER OR ANY APPLICABLE STATE SECURITIES LAW. THE ISSUER HAS NOT BEEN AND WILL NOT BE REGISTERED AS AN INVESTMENT COMPANY UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED.

FOR UNITED STATES FEDERAL INCOME TAX AND SECURITIES LAWS PURPOSES, EACH TRANCHE OF REGISTERED NOTES AND, FOR THE PURPOSES OF THAT TRANCHE OF REGISTERED NOTES ONLY, THIS DEED POLL, CONSTITUTE A TEMPORARY GLOBAL NOTE ISSUED IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT AND WILL BECOME A PERMANENT GLOBAL NOTE ON OR AFTER THE EXCHANGE DATE UPON AND TO THE EXTENT OF DELIVERY TO THE PAYING AGENT OF (A) A CERTIFICATE OR CERTIFICATES FROM AUSTRACLEAR LIMITED (AS OPERATOR OF THE AUSTRACLEAR SYSTEM) BASED UPON A WRITTEN CERTIFICATION OR CERTIFICATIONS FROM THE MEMBER ORGANISATIONS SHOWN IN THE RECORDS OF AUSTRACLEAR LIMITED AS HOLDING AN INTEREST IN THE NOTE AND DATED NOT EARLIER THAN THE EXCHANGE DATE IN SUBSTANTIALLY THE FORM SET OUT IN APPENDICES 1 AND 2 OF THIS DEED POLL RESPECTIVELY; OR (B) WHERE THE TRANCHE OF REGISTERED NOTES IS NOT SETTLED THROUGH THE AUSTRACLEAR SYSTEM, A CERTIFICATE OR CERTIFICATES FROM THE RELEVANT NOTEHOLDERS IN SUBSTANTIALLY THE FORM SET OUT IN APPENDIX 2 OF THIS DEED POLL.

Mallesons Stephen Jaques
Level 50
Bourke Place
600 Bourke Street
Melbourne Vic 3000
Australia
T +61 3 9643 4000
F +61 3 9643 5999
DX 101 Melbourne
www.mallesons.com
Ref: CET:MMO:MYT

Contents	Note Deed Poll
		1	Interpretation		1
				Terms and Conditions	1
				Definitions	1
		2	The Registered Notes		1
				Creation of Registered Notes	1
				Form of Notes	1
				Title passes by registration	2
				Undertaking to pay	2
				Appointment of Registrar	2
				Appointment of Paying Agent	2
		3	Rights and obligations of Noteholders		2
				Benefit and entitlement	2
				Rights independent	3
				Noteholders bound	3
				Payments of interest	3
				Direction to hold Deed Poll for Registered Notes	3
		4	Governing law, jurisdiction and service of process		3
				Governing law	3
				Submission to jurisdiction	3
				Service of process	3
				Process agent	4
	Schedule 1 Terms and Conditions of the Notes				5
	Schedule 2 Meetings Provisions				37
	Schedule 3 Form of Bearer Note				45
	Schedule 4 Form of Coupon				48
	Schedule 5 Form of Talon				50
	Schedule 6 Form of Bearer Exchange Notice				52
	Appendix 1 Form of Austraclear Certificate				54
	Appendix 2 Form of Austraclear Participant/Noteholder Certificate				55

1

		Note Deed Poll
Date:		29 April 2005
By:		COUNTRYWIDE FINANCIAL CORPORATION, a company incorporated with limited liability in the State of Delaware of 4500 Park Granada, Calabasas, California 91302, United States of America (“Issuer").
In favour of:		Each person who is from time to time a Noteholder (as defined below).
Recitals:
	A.	The Issuer proposes to issue Notes from time to time under the Programme (as defined below).
	B.	The Registered Notes will be issued in registered form by inscription in the Register. Bearer Notes will be issued in definitive bearer form.
Operative provisions:
1 Interpretation
Terms and Conditions
	1.1	In this deed, Terms and Conditions means, in relation to a Note, the terms and conditions applicable to such Note set out in schedule 1, as amended, supplemented or replaced by the relevant Pricing Supplement.
Definitions
	1.2	In this deed, capitalised terms which are not defined in this clause 1 have the meaning given to them in the Terms and Conditions.
2 The Registered Notes
Creation of Registered Notes
	2.1	The Registered Notes will, for New South Wales state and Australian federal law purposes, initially be issued in registered form by inscription in the Register.
	2.2	The obligations of the Issuer under the Registered Notes are constituted by, and specified in, this deed poll.
Form of Notes
	2.3	Each Tranche of Registered Notes and, for the purposes of that Tranche of Registered Notes only, this deed poll, is initially in temporary form and will be converted to permanent form on or after the Exchange Date upon and to the extent of delivery to the Paying Agent of:

2

			(a)	a certificate or certificates, issued by Austraclear and dated not earlier than the Exchange Date, in substantially the form set out in Appendix 1, which certificate or certificates are based upon a written certification or certifications in substantially the form set out in Appendix 2 received by Austraclear or the Paying Agent on its behalf, by facsimile or electronic transmission from the relevant Austraclear Participants; or
			(b)	where the Tranche of Registered Notes is not settled through the Austraclear System, a certificate or certificates in substantially the form set out in Appendix 2 by facsimile or electronic transmission from the relevant Noteholder,
			in relation to the Registered Notes to be converted to permanent form.
			The delivery to the Paying Agent by Austraclear of any certificate referred to above may be relied upon by the Issuer and the Paying Agent as conclusive evidence that a corresponding certification or certifications has or have been delivered to Austraclear or the Paying Agent by such Austraclear Participants.
Title passes by registration
	2.4	This deed poll is evidence of entitlement only. Title to any Registered Note passes only on due registration in the Register maintained by the Registrar, and only the duly registered Noteholder is entitled to payment in respect of that Registered Note.
Undertaking to pay
	2.5	The Issuer undertakes with each Noteholder of a Registered Note to duly and punctually pay the principal of, any premium and/or interest on each Registered Note held by the Noteholder in accordance with the Terms and Conditions and otherwise to comply with the Terms and Conditions.
Appointment of Registrar
	2.6	The Issuer agrees to appoint the Registrar as registrar under the Agency Services Agreement.
Appointment of Paying Agent
	2.7	The Issuer agrees to appoint the Paying Agent under the Agency Services Agreement as Paying Agent in relation to the Registered Notes and to perform certain functions in relation to the Bearer Notes.
3 Rights and obligations of Noteholders
Benefit and entitlement
	3.1	This deed is executed as a deed poll. Accordingly, each Noteholder of a Registered Note has the benefit of, and is entitled to enforce, this deed poll against the Issuer even though it is not a party to, or is

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		not in existence at the time of execution and delivery of, this deed poll.
Rights independent
	3.2	Each Noteholder of a Registered Note may enforce its rights under this deed poll independently from each other Noteholder of a Registered Note.
Noteholders bound
	3.3	Each Noteholder of a Registered Note and any person claiming through or under a Noteholder is bound by this deed poll. The Registered Notes will be issued subject to, and on the basis that each Noteholder is deemed to have notice of, and be bound by, this deed poll, the Information Memorandum, the Terms and Conditions, the Agency Services Agreement and any other arrangements concerning the Registered Notes as are applicable to Noteholders of Registered Notes as specified in the Pricing Supplement.
Payments of interest
	3.4	Payments of interest on Registered Notes will be made only on Registered Notes that have converted to permanent form in accordance with clause 2.3 of this deed.
Direction to holdc Deed Poll for Registered Notes
	3.5	Each Noteholder of a Registered Note is taken to have irrevocably nominated and authorised the Registrar to hold this deed poll in New South Wales (or such other place as the Issuer and the Registrar agree) on its behalf.
	3.6	The Issuer and the Registrar acknowledge the right of every Noteholder to the production of this deed poll.
4 Governing law, jurisdiction and service of process
Governing law
	4.1	This deed poll is governed by the law in force in New South Wales.
Submission to jurisdiction
	4.2	The Issuer irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales and courts of appeal from them in relation to any action (including, without limitation, any writ of summons or other originating process or any third or other party notice) arising out of or in relation to the Notes. The Issuer waives any right it has to object to an action being brought in those courts, to claim that the action has been brought in an inconvenient forum, or to claim that those courts do not have jurisdiction.
Service of process
	4.3	Without preventing any other mode of service, any document in an action (including, without limitation, any writ of summons or other originating process or any third or other party notice) arising out of

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		or in relation to the Notes may be served on the Issuer by being left for the Issuer with its process agent referred to in clause 4.4.
Process agent
	4.4	The Issuer appoints Dabserv Corporate Services Pty Ltd (ABN 73 001 824 111) currently c/- Mallesons Stephen Jaques, Governor Phillip Tower, 1 Farrer Place, Sydney, NSW 2000, Australia to receive any document referred to in clause 4.3. If for any reason that person ceases to be able to act as such, the Issuer must immediately appoint another person with an office located in the Commonwealth of Australia to receive any such document and promptly notify Noteholders of such appointment.

EXECUTED as a deed poll by the Issuer.

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Schedule 1 Terms and Conditions of the Notes

The following are the terms and conditions of the Notes which, as supplemented, modified or replaced in relation to any Series of Notes by the relevant Pricing Supplement, will be applicable to each Series of Notes.

Each Tranche of Notes will be the subject of a Pricing Supplement. References in the terms and conditions to a Pricing Supplement are references to the Pricing Supplement applicable to the relevant Tranche of Notes.

Each Noteholder and any person claiming through or under a Noteholder is deemed to have notice of and is bound by these terms and conditions, the Note Deed Poll, the Information Memorandum (including any documents incorporated by reference in it), the Agency Services Agreement, the relevant Pricing Supplement and the Guarantee. Copies of each of these documents are available for inspection by the holder of any Note of such Tranche at the offices of the Programme Manager and the Registrar at their respective addresses specified in the Information Memorandum.

1 Interpretation

	Definitions
1.1	The following words have these meanings in these terms and conditions unless the contrary intention appears:
	Agency Services Agreement means the agreement entitled “Agency and Registry Agreement” dated on or about 29 April 2005 between the Issuer, the Guarantor, the Registrar and the Paying Agent and any amendment, supplement or replacement of it.
	Applicable Business Day Convention means the Business Day Convention specified in the relevant Pricing Supplement as applicable to any date in respect of the Note or, if none is specified, the Applicable Business Day Convention for such purpose is the Following Business Day Convention. Different Business Day Conventions may apply, or be specified in relation to the Interest Payment Dates and any other date or dates in respect of any Notes.
	Auditors means the auditors for the time being of the Issuer or, as the case may be, the Guarantor or, in the event of their being unable or unwilling promptly to carry out any action requested of them pursuant to the provisions of these terms and conditions, such other firm of independent accountants as may be for the purposes of these terms and conditions.
	Austraclear means Austraclear Limited (ABN 94 002 060 773).
	Austraclear Participant means, in relation to a Registered Note lodged in the Austraclear System, a person in whose Security Record (as defined in the Austraclear Regulations) that Registered Note is recorded from time to time.

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Austraclear Regulations means the regulations known as the “Austraclear System Regulations” together with the manual known as the “Austraclear System Operating Manual” established by Austraclear to govern the use of the Austraclear System.

Austraclear System means the system operated by Austraclear for holding securities and electronic recording and settling of transactions in those securities between members of that system.

Bearer Exchange Notice means a notice in substantially the form set out in schedule 6 to the Note Deed Poll or such other form provided by the Paying Agent.

Bearer Notes means any Note substantially in the form set out in schedule 3 to the Note Deed Poll which is payable to bearer and is in definitive form and, where the context so requires, includes Coupons and Talons relating to such Bearer Note.

Business Day means:

(a)	a day (other than a Saturday, Sunday or public holiday) on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in the place specified in the relevant Pricing Supplement, or, if no such place is specified, Sydney; and
(b)	if a Note is to be issued or a payment in respect of a Note is to be made on that day, a day on which the Austraclear System is operating.

Business Day Convention means a convention for adjusting any date if it would otherwise fall on a day that is not a Business Day and the following Business Day Conventions, where specified in the relevant Pricing Supplement in relation to any date applicable to any Note, have the following meanings:

(a) Floating Rate Convention means that the date is postponed to the next following day which is a Business Day unless that day falls in the next calendar month, in which event:

(A)	such date is brought forward to the first preceding day that is a Business Day; and
(B)	each subsequent Interest Payment Date is the last Business Day in the month which falls the number of months or other period specified as the Interest Period in the relevant Pricing Supplement after the preceding applicable Interest Payment Date occurred;

(b)	Following Business Day Convention means that the date is postponed to the next following day that is a Business Day;
(c)	Modified Following Business Day Convention or Modified Business Day Convention means that the date is postponed to the next following day that is a Business Day unless that day falls in the next calendar month in which case that date is the immediately preceding day that is a Business Day; and

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(d) Preceding Business Day Convention means that the date is brought forward to the immediately preceding day that is a Business Day.

Calculation Agent means, in respect of a Tranche of Notes, such person as is specified as the Calculation Agent (if any) in the relevant Pricing Supplement. The Calculation Agent must be the same for all Notes in a Series.

Condition means the correspondingly numbered condition in these terms and conditions.

Corporations Act means the Corporations Act 2001 (of the Commonwealth of Australia) and, where the context so requires, includes a reference to regulations made under that Act.

Coupon means any interest coupon appertaining to a Bearer Note substantially in the form set out in schedule 4 to the Note Deed Poll.

Day Count Fraction means, in respect of the calculation of an amount of interest on any Note for any period of time (from and including the first day of such period to but excluding the last) (whether or not constituting an Interest Period, the “Calculation Period”):

(a)	if Actual/365 or Actual/Actual — ISDA is specified in the relevant Pricing Supplement, the actual number of days in the Calculation Period divided by 365 (or, if any portion of that Calculation Period falls in a leap year, the sum of (i) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366 and (ii) the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365);
(b)	if Actual/365 (Fixed) is specified in the relevant Pricing Supplement, the actual number of days in the Calculation Period divided by 365;
(c)	if Actual/360 is specified in the relevant Pricing Supplement, the actual number of days in the Calculation Period divided by 360; and
(d)	if Australian Bond Basis or RBA Bond Basis is specified in the relevant Pricing Supplement, one divided by the number of Interest Payment Dates in a year.

Denomination means the notional face value of a Note as specified in the relevant Pricing Supplement.

Early Termination Amount means in relation to a Note, the Outstanding Principal Amount or such other redemption amount as may be specified in, or determined in accordance with the provisions of, the relevant Pricing Supplement.

Event of Default has the meaning given to it in Condition 7.1 (Events of Default).

Exchange Date means the first Business Day following the expiration of a period of 40 days after the completion of distribution of the Notes.

Extraordinary Resolution has the same meaning as in the Meetings Provisions.

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Guarantee means the Deed Poll Guarantee and Indemnity by the Guarantor in favour of Noteholders from time to time dated on or about the date of the Note Deed Poll.

Guarantor means Countrywide Home Loans, Inc., a company incorporated with limited liability in the State of New York of 4500 Park Granada, Calabasas, California 91302, United States of America.

Government Agency means:

(a)	any government or any governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity; or
(b)	any self regulatory entity established under any law or regulation or any stock or other securities exchange.

Information Memorandum means, in relation to the Programme or any issue of Notes, at any time the then latest information memorandum and any supplement or amendment to it, (whether in printed or electronic form) prepared on behalf of, and approved in writing by, the Issuer and the Guarantor in connection with the issue of Notes, all documents incorporated by reference in it, and such other information to provide potential investors with information on any Note (including in the case of a Tranche of Notes, a Pricing Supplement) approved in writing by the Issuer and the Guarantor from time to time.

Interest Commencement Date means the Issue Date or such other date as may be specified as such in the relevant Pricing Supplement.

Interest Payment Date means the date or dates specified as such in, or determined in accordance with the provisions of, the relevant Pricing Supplement and adjusted, in the case of a Note bearing a floating rate of interest, in accordance with the Applicable Business Day Convention.

Interest Period means each successive period beginning on and including an Interest Payment Date and ending on but excluding the next succeeding Interest Payment Date provided that the first Interest Period commences on and includes the Interest Commencement Date and the final Interest Period ends on but excludes the Maturity Date.

Interest Rate means the rate or rates (expressed as a percentage per annum) or amount or amounts (expressed as a price per unit of relevant currency) of interest payable in respect of the Notes specified in, or calculated or determined in accordance with the provisions of, the relevant Pricing Supplement.

Issue Date means the date on which any Note is or is to be issued as specified in or determined in accordance with the provisions of the relevant Pricing Supplement.

Issue Price means the Issue Price specified in, or calculated or determined in accordance with the provisions of the relevant Pricing Supplement.

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Issuer means Countrywide Financial Corporation, a company incorporated with limited liability in the State of Delaware of 4500 Park Granada, Calabasas, California 91302, United States of America.

ITAA means the Income Tax Assessment Act 1936 (of the Commonwealth of Australia).

Liability means any loss, damage, cost, charge, claim, demand, expense, judgment, action, proceeding or other liability whatsoever (including, without limitation, in respect of taxes, duties, levies, imposts and other charges) and including any value added tax or similar tax charged or chargeable in respect thereof and legal fees and expenses provided that such legal fees and expenses are properly incurred.

Maturity Date means, in relation to a Note, the maturity date specified in or determined in accordance with the provisions of the relevant Pricing Supplement and recorded in the Register as the date for redemption of that Note.

Maturity Redemption Amount means in relation to a Note, the Outstanding Principal Amount or such other redemption amount as may be specified in, or calculated or determined in accordance with the provisions of, the relevant Pricing Supplement.

Meetings Provisions means the provisions for the convening of meetings of, and passing of resolutions by Noteholders set out in schedule 2 to the Note Deed Poll.

Note means a medium term note being a debt obligation of the Issuer and includes:

(a)	Registered Notes; and
(b)	pursuant to Condition 17 (Conversion of Registered Notes into Bearer Notes), Bearer Notes.

Note Deed Poll means the deed poll executed by the Issuer in relation to the Programme dated on or about 29 April 2005 (including these terms and conditions which form schedule 1 to the Note Deed Poll).

Noteholder means:

(a)

in the case of any Registered Note, the person whose name is for the time being entered in the Register as the holder of the Registered Note or, where the Registered Note is owned jointly by two or more persons, the persons whose names appear in the Register as the joint owners of the Registered Note and (for the avoidance of doubt) when the Registered Note is entered in the Austraclear System, includes Austraclear acting on behalf of a member of the Austraclear System; and

(b)

in the case of any Bearer Note, the bearer of that Bearer Note.

Outstanding means on any day all Notes issued, less those Notes:

(a) which have been redeemed or satisfied in full by the Issuer; or

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(b)	for the payment of which funds equal to their aggregate Outstanding Principal Amount are on deposit with the Paying Agent on terms which prohibit the return of the deposit or the use of the deposit for any purpose other than the payment of those Notes or in respect of which the Registrar holds an irrevocable direction to apply funds in repayment of Notes to be redeemed on that day; or
(c)	in respect of which a Noteholder is unable to make a claim as a result of the operation of Condition 11 (Time limit for claims).

Outstanding Principal Amount means, in respect of an Outstanding Note at any time, the Denomination of the Note less the aggregate of any part of the principal amount of that Note that has been paid or otherwise satisfied by the Issuer (or, as the case may be, the Guarantor) and for such purposes:

(a)	the premium of a Note to be redeemed at a premium is to be taken to be added to the principal amount; and
(b)	the principal amount of a Note issued at a discount is to be taken as at any time to equal its Denomination.

Paying Agent means JPMorgan Chase Bank, National Association (ABN 43 074 112 011) or such other person appointed by the Issuer as a replacement or additional issuing, certificate collection, bearer note conversion or paying agent from time to time provided that no paying agent will be located in the United States.

Payment Date means, in respect of a Note, an Interest Payment Date, the Maturity Date or other relevant payment date (including an early payment date).

Potential Event of Default means any condition, event or act which, with the lapse of time and/or the issue, making or giving of any notice, certification, declaration, demand, determination and/or request and/or the taking of any similar action and/or the fulfilment of any similar condition, would constitute an Event of Default.

Pricing Supplement means a Pricing Supplement prepared and issued in relation to Notes of a relevant Tranche or Series, and confirmed in writing by the Issuer.

Programme means the Issuer’s uncommitted programme for the issue of Notes as described in the Information Memorandum.

Programme Manager means ABN AMRO Bank N.V., Australian Branch (ABN 84 079 478 612) in its capacity as administration manager of the Programme, or such other person appointed by the Issuer from time to time and who has consented to act as Programme Manager.

Record Date means, in the case of payments of interest the eighth calendar day before the relevant date for payment.

Registered Note means any Note which, solely for the purposes of New South Wales law, is in registered form and which is constituted by, and owing under, the Note Deed Poll.

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Register means a register, including any sub-register, of Noteholders established and maintained by or on behalf of the Issuer in which is entered the names and addresses of Noteholders whose Notes are carried on that register, the amount of Notes held by each Noteholder and the Tranche, Series and Issue Date and date of transfer of those Notes, and any other particulars which the Issuer sees fit.

Registrar means JPMorgan Chase Bank, National Association (ABN 43 074 112 011) or such other person appointed by the Issuer to establish and maintain the Register on the Issuers’ behalf from time to time.

Series means an issue of Notes made up of one or more Tranches all of which form a single Series and are issued on the same Terms and Conditions except that the Issue Date and Interest Commencement Date may be different in respect of different Tranches of a Series.

Stock Exchange means the Australian Stock Exchange Limited, or any other or further stock exchange(s) on which any Notes may from time to time be listed, and references to the “relevant Stock Exchange” is, in relation to any Notes, a reference to the Stock Exchange on which the Notes are, from time to time, or are intended to be, listed.

Subsidiary means any corporation at least a majority of the outstanding Voting Stock of which shall at the time directly or indirectly be owned or controlled by the Issuer, or by one or more of its Subsidiaries, or by the Guarantor, or by one or more of its Subsidiaries.

Talon means the Talons (if any) appertaining to, and exchangeable for, further Coupons appertaining to a Bearer Note substantially in the form set out in schedule 5 to the Note Deed Poll.

Tranche means an issue of Notes specified as such in the Pricing Supplement issued on the same Issue Date and on the same Terms and Conditions.

Transaction Documents means the Note Deed Poll (including these terms and conditions), the Agency Services Agreement, the Guarantee, each Note, each Pricing Supplement and any other instrument specified as such in a Pricing Supplement.

Voting Stock, as applied to the stock of any corporation, means stock of any class or classes, however designated, having ordinary voting power for the election of a majority of the directors of such corporation, other than stock having such power only by reason of the happening of a contingency.

	Interpretation
1.2	In these terms and conditions unless the contrary intention appears:

(a)	a reference to these terms and conditions is a reference to these terms and conditions as modified, supplemented or replaced by the relevant Pricing Supplement;
(b)	a reference to “Australian Dollars”, “A$” or “dollars” is a reference to the lawful currency of the Commonwealth of Australia;

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(c)	a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
(d)	the singular includes the plural and vice versa;
(e)	the word “person” includes a firm, body corporate, an unincorporated association or an authority;
(f)	a reference to a person includes a reference to the person’s executors, administrators, successors, substitutes (including, without limitation, persons taking by novation) and assigns;
(g)	a reference to any thing (including, without limitation, any amount) is a reference to the whole and each part of it and a reference to the Issuer or to a group of persons is a reference to all of them collectively and to each of them individually;
(h)	a reference to a deed poll, deed, agreement or another instrument includes any variation or replacement of them;
(i)	a reference to a time of day is a reference to that time in Sydney; and
(j)	a reference to “current accounting practice” applying to a person is to accounting principles and practices applying by law or otherwise generally accepted in the place of incorporation of that person, consistently applied. A reference to an accounting term is to be interpreted according to those principles and practices.

	Headings
1.3	Headings are inserted for convenience and do not affect the interpretation of these terms and conditions.

2 Form, Denomination and title

	Form of Notes
2.1	Each Tranche of Registered Notes and, for the purposes of that Tranche of Registered Notes only, the Note Deed Poll, is initially in temporary form and will be converted to permanent form on or after the Exchange Date upon and to the extent of delivery to the Paying Agent of:

(a)

a certificate or certificates issued by Austraclear and dated no earlier than the Exchange Date, in substantially the form set out in Appendix 1 to the Note Deed Poll, which certificate or certificates are based upon a written certification or certifications in substantially the form set out in Appendix 2 to the Note Deed Poll received by Austraclear or the Paying Agent on its behalf, by facsimile or electronic transmission from the relevant Austraclear Participants; or

(b)

where the Tranche of Registered Notes is not settled through the Austraclear System, a certificate or certificates in substantially the form

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set out in Appendix 2 to the Note Deed Poll by facsimile or electronic transmission from the relevant Noteholder,

	in relation to the Registered Notes to be converted to permanent form.
	The delivery to the Paying Agent by Austraclear of any certificate referred to above may be relied upon by the Issuer and the Paying Agent as conclusive evidence that a corresponding certification or certifications has or have been delivered to Austraclear or the Paying Agent on its behalf by such Austraclear Participants. The Paying Agent must retain any certificate received from Austraclear or any other Noteholder for at least four calendar years following the year in which the certificate is received.
	Interest payments in respect of Registered Notes will only be made in respect of Registered Notes in permanent form.
	Registered Notes in permanent form are exchangeable for Bearer Notes in accordance with Condition 17 (Conversion of Registered Notes into Bearer Notes). Bearer Notes are not exchangeable for Registered Notes.
	The Registered Notes are debt obligations of the Issuer constituted by, and owing under, the Note Deed Poll and take the form of entries in the Register. Each entry in the Register constitutes a separate and individual acknowledgment to the relevant Noteholder of the indebtedness of the Issuer to that Noteholder.
	Independent obligations
2.2	The obligations of the Issuer in respect of each Note issued by it constitute separate and independent obligations which the Noteholder to whom those obligations are owed is entitled to enforce without having to join any other Noteholder or any predecessor in title of a Noteholder.
	Currency
2.3	Notes will be denominated in Australian Dollars.
	Denomination
2.4	Notes are issued in the Denomination of A$10,000, unless otherwise specified in the relevant Pricing Supplement. Notes may only be issued if the aggregate consideration payable to the Issuer by the relevant Noteholder is at least A$500,000 (disregarding moneys lent by the Issuer or its associates) or if the Notes are otherwise issued in a manner which does not require disclosure to investors in accordance with Part 6D.2 of the Corporations Act.
	Register conclusive
2.5	Entries in the Register in relation to a Registered Note constitute conclusive evidence that the person so entered in the Register is the registered owner of that Registered Note subject to rectification for fraud or error. No Registered Note will be registered in the name of more than four persons. A Registered Note registered in the name of more than one person is held by those persons as joint tenants. Registered Notes will be registered by name only without reference to any trusteeship. The person registered in the Register as a holder of a Registered

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	Note will be treated by the Issuer and the Registrar as absolute owner of that Registered Note and neither the Issuer nor the Registrar are, except as ordered by a court or as required by statute, obliged to take notice of any other claim to a Registered Note.
	Noteholder absolutely entitled
2.6	Upon a person acquiring title to any Registered Note by virtue of becoming registered as the owner of that Registered Note, all rights and entitlements arising by virtue of the Note Deed Poll in respect of that Registered Note vest absolutely in the registered owner of the Registered Note, such that no person who has previously been registered as the owner of the Registered Note has or is entitled to assert against the Issuer or the Registrar or the registered owner of the Registered Note for the time being and from time to time any rights, benefits or entitlements in respect of the Registered Note.
	Location of Register
2.7	The Register will be established and maintained in New South Wales unless otherwise agreed with the Registrar.
	Certificates
2.8	No certificate or other evidence of title will be issued by or on behalf of the Issuer to evidence title to a Registered Note unless the Issuer determines that certificates should be made available or it is required to do so pursuant to any applicable law or regulation.
	Acknowledgment
2.9	Where Austraclear is recorded in the Register as the Noteholder of a Registered Note, each relevant Austraclear Participant is deemed to acknowledge in favour of the Registrar and Austraclear that:

(a)

the Registrar’s decision to act as the Registrar of the Registered Note does not constitute a recommendation or endorsement by the Registrar or Austraclear in relation to the Registered Note but only indicates that such Registered Note is considered by the Registrar to be compatible with the performance by it of its obligations as Registrar under its agreement with the Issuer to act as Registrar of the Registered Note; and

(b)

the Noteholder does not rely on any fact, matter or circumstance contrary to Condition 2.9(a).

3 Transfers

	Limits on transfer to, from and within Australia
3.1	Notes may only be transferred to, from or within Australia:

(i)	in whole;
(ii)	if the minimum aggregate consideration payable at the time of transfer is at least A$500,000 (disregarding moneys lent by the transferor or its

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associates to the transferee) or the transfer otherwise does not require disclosure to investors in accordance with Part 6D.2 of the Corporations Act; and

(iii) if the transfer is in compliance with the laws of the jurisdiction in which the transfer takes place.

	Limits on transfer outside Australia
3.2	A Note may only be transferred between persons in a jurisdiction or jurisdictions other than Australia if a transfer and acceptance form is signed outside Australia and the transfer is in compliance with the laws of the jurisdiction or jurisdictions in which the transfer takes place.
	Transfers
3.3	Unless Registered Notes are lodged in the Austraclear System, Registered Notes will be transferable only by duly completed and (if applicable) stamped transfer and acceptance forms in the form specified by, and obtainable from, the Registrar or by any other method approved by the Issuer and the Registrar. Each transfer and acceptance form must be accompanied by such evidence (if any) as the Registrar may require to prove the title of the transferor or the transferor’s right to transfer the Registered Note and be signed by both the transferor and the transferee. Registered Notes entered in the Austraclear System will be transferable only in accordance with the Austraclear Regulations.
	Bearer Notes are transferable by delivery.
	Registration of transfer
3.4	The transferor of a Registered Note is deemed to remain the holder of that Registered Note until the name of the transferee is entered in the Register in respect of that Registered Note. Transfers will not be registered later than the close of business eight calendar days prior to the Maturity Date.
	No charge on transfer
3.5	Transfers will be registered without charge provided taxes, duties or other governmental charges (if any) imposed in relation to the transfer have been paid.
	Estates
3.6	A person becoming entitled to a Registered Note as a consequence of the death or bankruptcy of a Noteholder or of a vesting order or a person administering the estate of a Noteholder may, upon producing such evidence as to that entitlement or status as the Registrar considers sufficient, transfer the Registered Note or, if so entitled, become registered as the holder of the Registered Note.
	Unincorporated associations
3.7	A transfer to an unincorporated association is not permitted.

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	Transfer of unidentified Notes
3.8	Where the transferor executes a transfer of less than all Registered Notes registered in its name, and the specific Registered Notes to be transferred are not identified, the Registrar may (subject to the limit on minimum holdings, if any) register the transfer in respect of such of the Registered Notes registered in the name of the transferor as the Registrar thinks fit, provided the aggregate principal amount of the Registered Notes registered as having been transferred equals the aggregate principal amount of the Registered Notes expressed to be transferred in the transfer.
	Stamp duty
3.9	The Issuer must bear any stamp duty payable on the issue and subscription of the Notes issued by it.
	The Noteholder is responsible for any stamp duties or other similar taxes which are payable in any jurisdiction in connection with any transfer, assignment or any other dealing with the Notes.

4 Status and covenants

	Status of Notes
4.1	The Notes are direct, unconditional, unsubordinated and unsecured obligations of the Issuer and rank pari passu among themselves and (except for liabilities mandatorily preferred by law) equally with all other unsecured and unsubordinated obligations of the Issuer, from time to time outstanding.
	Guarantee
4.2	The payment of the principal and interest in respect of the Notes and all other moneys payable by the Issuer under or pursuant to the Notes has been unconditionally and irrevocable guaranteed by the Guarantor under the Guarantee. The obligations of the Guarantor under the Guarantee are direct, unconditional, unsubordinated and unsecured obligations of the Guarantor and rank pari passu and (except for liabilities mandatorily preferred by law) equally with all other unsecured and unsubordinated obligations of the Guarantor, from time to time outstanding.
	Covenants by the Issuer and the Guarantor
4.3	So long as any of the Notes remain Outstanding, each of the Issuer and the Guarantor agree to:

(a)	at all times carry on and conduct its affairs and procure its subsidiaries to carry on and conduct their respective affairs in a proper and efficient manner;
(b)	cause to be prepared and certified by its Auditors in respect of each annual financial accounting period accounts in such form as will comply with all relevant legal and accounting requirements and all requirements for the time being of the relevant Stock Exchange;

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(c)

use its best endeavours to maintain the quotation or listing on the relevant Stock Exchange of those of the Notes which are quoted or listed on the relevant Stock Exchange or, if it is unable to do so having used such endeavours, use its best endeavours to obtain and maintain a quotation or listing of such Notes issued by it on such other stock exchange or exchanges or securities market or markets as the Issuer may decide; and

(d)

give to the Programme Manager:

(i)

within seven days after demand by the Programme Manager; and

(ii)

(without the necessity for any such demand) promptly after the publication of its audited accounts in respect of each financial year and in any event not later than 180 days after the end of each such financial year a certificate signed by two of its directors, to the effect that as at a date not more than seven days before delivering such certificate (“relevant certification date”) there did not exist and had not existed since the relevant certification date of the previous certificate (or in the case of the first such certificate the date hereof) any Event of Default or any Potential Event of Default (or if such exists or existed specifying the same) and that during the period from and including the relevant certification date of the last such certificate (or in the case of the first such certificate the date hereof) to and including the relevant certification date of such certificate the Issuer has complied with all its obligations contained in these terms and conditions or (if such is not the case) specifying the respects in which it has not complied.

	Consolidation, merger, conveyance or transfer by the Issuer
4.4	The Issuer shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any person, unless:

(a)	the corporation formed by such consolidation or into which the Issuer is merged or the person which acquires by conveyance or transfer the properties and assets of the Issuer substantially as an entirety is a corporation organised and existing under the laws of the United States of America, any political subdivision thereof or any State thereof and expressly assumes, by deed poll in favour of Noteholders from time to time in a form not materially prejudicial to the interests of Noteholders, the due and punctual payment of the principal of and interest on all the Notes and the performance of all obligations of the Issuer under the Transaction Documents;
(b)	immediately after giving effect to such transaction, no Event of Default or Potential Event of Default has occurred;
(c)	the Issuer has delivered to the Programme Manager a certificate signed by two of its directors and an opinion of counsel acceptable to the Programme Manager, each stating that such consolidation, merger, conveyance or transfer and such deed poll comply with this Condition 4.4

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	and that all conditions precedent provided for in these terms and conditions relating to such transaction have been complied with; and
(d)	the Guarantor has delivered to the Programme Manager a certificate signed by two of its directors and an opinion of counsel acceptable to the Programme Manager, each stating that the Guarantor’s obligations under the Guarantee remain in full force and effect after such assumption.

4.5	Upon any consolidation with or merger into any other corporation, or any conveyance or transfer of the properties and assets of the Issuer substantially as an entirety, in each case in accordance with Condition 4.4 (Consolidation, merger, conveyance or transfer by the Issuer), the successor corporation formed by that consolidation or into which the Issuer is merged or the successor person to which that conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Transaction Documents with the same effect as if such successor had been named as the Issuer therein, and following such succession the predecessor corporation is relieved of all obligations and covenants under the Transaction Documents.
	Consolidation, merger, conveyance or transfer by the Guarantor
4.6	The Guarantor shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any person, unless:

(a)	the corporation formed by such consolidation or into which the Guarantor is merged or the person which acquires by conveyance or transfer the properties and assets of the Guarantor substantially as an entirety is a corporation organised and existing under the laws of the United States of America, any political subdivision thereof or any State thereof and expressly assumes, by a deed poll in favour of Noteholders from time to time in a form not materially prejudicial to the interests of the Noteholders, the obligations of the Guarantor under the Guarantee and the performance of all obligations of the Guarantor under the Transaction Documents;
(b)	immediately after giving effect to such transaction, no Event of Default or Potential Event of Default has occurred; and
(c)	the Guarantor has delivered to the Programme Manager a certificate signed by two of its directors and an opinion of counsel acceptable to the Programme Manager, each stating that such consolidation, merger, conveyance or transfer and such deed poll comply with this Condition 4.6 and that all conditions precedent provided for in these terms and conditions relating to such transaction have been complied with.

4.7 Upon any consolidation with or merger into any other corporation, or any conveyance or transfer of the properties and assets of the Guarantor substantially as an entirety, in each case in accordance with Condition 4.6 (Consolidation, merger, conveyance or transfer by the Guarantor), the successor corporation formed by that consolidation or into which the Guarantor is merged or the successor person to which that conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor

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under the Transaction Documents with the same effect as if such successor had been named as the Guarantor therein, and following such succession the predecessor corporation is relieved of all obligations and covenants under the Transaction Documents.

5 Interest

	Interest
5.1	Notes may bear interest at a fixed rate per annum or a fixed coupon rate (“Fixed Rate Notes”) or at a floating rate (“Floating Rate Notes”), as specified in the relevant Pricing Supplement. Notes bear interest from their Interest Commencement Date at the Interest Rate and such interest is payable in arrears on each Interest Payment Date.
	Interest accrues from the Interest Commencement Date on the Outstanding Principal Amount. Interest will cease to accrue on maturity of a Note unless default is made in the payment of any principal amount in which case interest continues to accrue on the principal amount in respect of which payment has been improperly withheld or refused or default has been made (as well after as before any demand or judgement) at the Interest Rate then applicable or such other rate as may be specified for this purpose in the Pricing Supplement until the date on which the relevant payment is made.
	Calculations and adjustments
5.2	The amount of interest payable in respect of any Note for any period is calculated by multiplying the product of the Interest Rate and the Outstanding Principal Amount by the Day Count Fraction, save that if the Pricing Supplement specifies an amount in respect of such period, the amount of interest payable in respect of such Note for such period is equal to such specified amount.
	For the purposes of any calculations referred to in these terms and conditions and unless otherwise specified in these terms and conditions or the Pricing Supplement, all amounts used in or resulting from such calculations will be rounded to the nearest cent (with one half cent being rounded up).
	Notification of Interest Rate
5.3	The Issuer will, if requested in writing by a Noteholder, notify the Noteholder of the Interest Rate, the amount of interest payable to that Noteholder and the relevant Interest Payment Date (or the method of determining them).
	Notification, etc to be final
5.4	Except as provided in Condition 5.3 (Notification of Interest Rate), all notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 5 (Interest) by the Issuer are (in the absence of wilful default, bad faith or manifest error) binding on the Issuer and all Noteholders.

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6 Redemption and purchase

	Redemption on maturity
6.1	Unless previously redeemed, or purchased and cancelled or unless such Note is stated in the relevant Pricing Supplement as having no fixed Maturity Date, each Note shall be redeemed on the Maturity Date specified in the relevant Pricing Supplement at its Maturity Redemption Amount.
	Purchase of Notes
6.2	The Issuer, the Guarantor or any of its subsidiaries may at any time purchase Notes in the open market or otherwise and at any price. All unmatured Notes purchased in accordance with this Condition 6.2, Condition 6.9 (Early redemption at option of Issuer) or Condition 6.12 (Early redemption at option of Noteholders) may be held, resold, reissued or cancelled at the discretion of the Issuer or the Guarantor, subject to compliance with all legal and regulatory requirements.
	Early redemption for taxation reasons
6.3	The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time (if the Note is not a Floating Rate Note) or on any Interest Payment Date (if the Note is a Floating Rate Note), on giving not less than 30 nor more than 60 days’ notice to the Registrar and Paying Agent and, in accordance with Condition 12 (Notices), the Noteholders (which notice shall be irrevocable), if:

(a)

on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 9 (Taxation) or the Guarantor would be unable for reasons outside its control to procure payment by the Issuer and in making payment itself would be required to pay such additional amounts in each case as a result of any change in, or amendment to, the laws or regulations of the United States of America or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the Issue Date of the first Tranche of the Notes; and

(b)

such obligation cannot be avoided by the Issuer or, as the case may be, the Guarantor taking reasonable measures available to it,

provided that no such notice of redemption is given earlier than 90 days prior to the earliest date on which the Issuer or, as the case may be, the Guarantor would be obliged to pay such additional amounts were a payment in respect of the Notes then due.

Prior to the publication of any notice of redemption pursuant to this Condition 6.3, the Issuer shall deliver to the Paying Agent a certificate signed by two directors of the Issuer or, as the case may be, two directors of the Guarantor stating that the Issuer is entitled to effect such redemption and setting out a statement of facts showing that the conditions precedent to the right of the Issuer to redeem have occurred, and an opinion of independent legal advisers of recognised standing to the effect that the Issuer or, as the case may be,

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the Guarantor has or will become obliged to pay such additional amounts as a result of such change or amendment.

6.4 If the Issuer, or if applicable, the Guarantor determines, based upon a written opinion of independent United States legal counsel, that any payment made outside the United States by the Issuer, the Guarantor or the Paying Agent of principal or interest due in respect of any Note would, under any present or future laws or regulations of the United States of America, be subject to any certification, identification or other information reporting requirement of any kind, the effect of which is the disclosure to the Issuer, the Guarantor, Paying Agent or any governmental authority of the nationality, residence or identity (as distinguished from, for example, status as a United States Alien (as defined in Condition 9 (Taxation))) of a beneficial owner of such Note who is a United States Alien the Issuer, at its option, will either:

(a)	redeem the Notes, in whole but not in part; or
(b)	if and so long as the conditions of Condition 9 (Taxation) are satisfied, pay the additional amounts specified in Condition 9 (Taxation).

6.5 The right of the Issuer to exercise such option will not apply where the requirement otherwise giving rise to such option:

(a) would not be applicable to a payment made by the Issuer, the Guarantor or the Paying Agent:

(i)	directly to the beneficial owner; or
(ii)	to a custodian, nominee or other agent of the beneficial owner,

(b) can be satisfied by such custodian, nominee or other agent certifying that such beneficial owner is a United States Alien,

provided that in each case referred to in paragraphs (a)(ii) and (b) of this Condition 6.5 payment by such custodian, nominee or agent of such beneficial owner is not otherwise subject to any such requirement (other than a requirement which is imposed on a custodian, nominee or other agent described in paragraph (d) of this Condition 6.5); or

(c)

would not be applicable to payment made by at least one other Paying Agent; or

(d)

is applicable to a payment to a custodian, nominee or other agent of the beneficial owner who is a United States person, a controlled foreign corporation for United States tax purposes, a foreign person 50 per cent. or more of whose gross income for the 3-year period ending with the close of its taxable year preceding the year of payment is effectively connected with a United States trade or business, or is otherwise related to the United States.

Such determination and election will be made as soon as practicable, and the Issuer will promptly publish notice thereof ( “Determination Notice”) stating the effective date of such certification, identification or other information or reporting requirement, whether the Notes shall be redeemed or that the additional amounts

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	specified in Condition 9 (Taxation) should be paid and (if applicable) the last date by which the redemption of the Notes must take place.
6.6	If an election has been made that the Notes be redeemed, such redemption will take place on such date (being an Interest Payment Date if the Note is a Floating Rate Note), not later than one year after the publication of the Determination Notice, as the Issuer elects by notice to the Noteholders in accordance with Condition 12 (Notices) at least 60 days before the date fixed for redemption.
6.7	Notwithstanding Conditions 6.3 to 6.6, the Notes will not be redeemed if the Issuer subsequently determines, based on an opinion of independent United States legal counsel, no less than 30 days prior to the redemption date, that subsequent payments would not be subject to any such requirement, in which case the Issuer will promptly publish notice of such determination and any earlier redemption notice will be revoked and of no further effect.
6.8	Notes redeemed pursuant to Condition 6.3 (Early redemption for taxation reasons) will be redeemed at their tax early redemption amount (“Early Redemption Amount (Tax)”) (which is their Outstanding Principal Amount or such other redemption amount as may be specified in, or determined in accordance with the provisions of, the Pricing Supplement), together with accrued interest (if any) to (but excluding) the date of redemption.
	Early redemption at option of Issuer
6.9	If this Condition 6.9 is specified in the Pricing Supplement as being applicable, then the Issuer may, having given the appropriate notice and subject to such conditions as may be specified in the Pricing Supplement, redeem all (but not, unless and to the extent that the Pricing Supplement specifies otherwise, some only) of the Notes of the relevant Series at their call early redemption amount (“Early Redemption Amount (Call)”) (which is their Outstanding Principal Amount or such other redemption amount as may be specified in, or determined in accordance with the provisions of, the Pricing Supplement), together with accrued interest (if any) to (but excluding) the date of redemption.
	The Issuer may not exercise such option in respect of any Note which is the subject of the prior exercise by the Noteholder thereof of its option to require the redemption of such Note under Condition 6.12 (Early redemption at option of Noteholders).
6.10	The appropriate notice referred to in Condition 6.9 (Early redemption at option of Issuer) is a notice given by the Issuer to the Registrar and Paying Agent and to the Noteholders of the relevant Series in accordance with Condition 12 (Notices), which notice shall be irrevocable and shall specify:

(a)	the Series of Notes subject to redemption;
(b)	whether such Series is to be redeemed in whole or in part only and, if in part only, the aggregate principal amount of and the serial numbers (if Bearer Notes) of the Notes of the relevant Series which are to be redeemed;
(c)	the due date for such redemption, which shall be not less than 30 days nor more than 60 days after the date on which such notice is given and which shall be such date or the next of such dates (“Call Option Date(s)”) or a

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	day falling within such period (“Call Option Period"), as may be specified in the Pricing Supplement and which is, in the case of Notes which bear interest at a floating rate, Interest Payment Date; and
(d)	the Early Redemption Amount (Call) at which such Notes are to be redeemed.

	Partial Redemption
6.11	In the case of a partial redemption of Registered Notes, the Notes to be redeemed will be selected by the Registrar, and notice of the Notes selected for redemption will be given in accordance with Condition 12 (Notices) not less than 15 days prior to the date fixed for redemption.
	Early redemption at option of Noteholders
6.12	If this Condition 6.12 is specified in the Pricing Supplement as being applicable, then the Issuer shall, upon the exercise of the relevant option by any Noteholder of the relevant Series, redeem such Note on the date specified in the relevant Put Notice (as defined below) at its put early redemption amount ( “Early Redemption Amount (Put)”) (which is their Outstanding Principal Amount or such other redemption amount as may be specified in, or determined in accordance with the provisions of, the Pricing Supplement), together with accrued interest (if any) to (but excluding) the date of redemption.
	In order to exercise such option, the Noteholder must, not less than 30 nor more that 60 days’ before the date on which such redemption is required to be made as specified in the Put Notice (as defined below) (which date shall be such date or the next of the dates (“Put Date(s)”), or a day falling within such period (“Put Period"), as may be specified in the Pricing Supplement), deposit (together, in the case of a Bearer Note, with all unmatured Coupons and Talons appertaining thereto other than any Coupon maturing on or before the date of redemption) during normal business hours at the specified office of the Paying Agent a duly completed early redemption notice (“Put Notice") in the form which is available from the specified office of the Paying Agent specifying, in the case of a Registered Note, the aggregate principal amount in respect of which such option is exercised (which must be the minimum Denomination specified in the Pricing Supplement or an integral multiple thereof). No Bearer Note so deposited and option exercised may be withdrawn.
	A Noteholder may not exercise such option in respect of any Note which is the subject of an exercise by the Issuer of its option to redeem such Note under either Condition 6.3 (Early redemption for tax reasons) or 6.9 (Early redemption at option of Issuer).

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7 Events of Default

	Events of Default
7.1	An Event of Default occurs in relation to a Series of Notes if any one or more of the following events occurs:

(a)	(payment default) default is made in the payment of any principal or interest due in respect of the Notes or any of them and the default continues for a period of 30 days in the case of interest; or
(b)	(other default) the Issuer or the Guarantor fails to perform or observe any of its other obligations under these terms and conditions, the Note Deed Poll or the Guarantee and, if the default can be remedied, the Issuer or Guarantor (as the case may be) does not remedy the default within the period of 60 days next following the service on the Issuer or the Guarantor (as the case may be) of notice requiring the default to be remedied by Noteholders holding at least 25% of the Outstanding Principal Amount of Outstanding Notes; or
(c)	(cross default) any Indebtedness for Borrowed Money of the Issuer, the Guarantor or any Subsidiary becomes due and repayable prematurely by reason of an event of default (however described) or the Issuer, the Guarantor or any Subsidiary fails to make any payment in respect of any Indebtedness for Borrowed Money on the due date for payment or any security given by the Issuer, the Guarantor or any Subsidiary for any Indebtedness for Borrowed Money becomes enforceable or if default is made by the Issuer, the Guarantor or any Subsidiary in making any payment due under any guarantee and/or indemnity given by it in relation to any Indebtedness for Borrowed Money of any other person provided that no such event shall constitute an Event of Default unless the relative Indebtedness for Borrowed Money either alone or when aggregated with other Indebtedness for Borrowed Money relative to all (if any) other such events which shall have occurred shall amount to at least U.S.$100,000,000 (or its equivalent in any other currency); or
(d)	(insolvency — order for relief) the entry of a decree or order for relief in respect of the Issuer or the Guarantor by a court having jurisdiction in the premises in an involuntary case under the Federal bankruptcy laws of the United States of America, as now or hereafter constituted, or any other Federal or State bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Issuer or the Guarantor or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or
(e)	(insolvency — voluntary proceedings) the commencement by the Issuer or the Guarantor of a voluntary case under the Federal bankruptcy laws of the United States of America, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or other similar law, or the consent by it to the entry of an order for relief in an involuntary case under any such law or to the appointment of a receiver,

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liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Issuer or the Guarantor or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of any corporate action in furtherance of any of the foregoing; or

(g) (void) any of the Notes or the Guarantee is or becomes wholly or partly void, voidable or unenforceable or is claimed to be so by the Issuer or the Guarantor or any person on behalf of the Issuer or the Guarantor.

	For the purposes of this Condition 7.1, “Indebtedness for Borrowed Money” means any present or future indebtedness (whether being principal, premium, interest or other amounts) for or in respect of (i) money borrowed, (ii) liabilities under or in respect of any acceptance or acceptance credit or (iii) any notes, bonds, debentures, debenture stock, loan stock or other securities offered, issued or distributed whether by way of public offer, private placing, acquisition consideration or otherwise and whether issued for cash or in whole or in part for a consideration other than cash.
	Consequences of an Event of Default
7.2	If an Event of Default occurs and is continuing, each Note will become due and payable immediately upon the Issuer or the Guarantor (as the case may be) receiving a notice to that effect from Noteholders holding at least 25% of the Outstanding Principal Amount of the Outstanding Notes of the relevant Series, without any further action whatsoever on the part of the Issuer, the Guarantor or the Noteholders of the relevant Series, at its Early Termination Amount (together with all accrued interest (if any)).
	Rectification
7.3	The right of Noteholders to give notice to the Issuer or Guarantor in accordance with Condition 7.2 (Consequences of an Event of Default) terminates if the event or circumstance giving rise to it is cured before such notice is given.
	Restrictions on institution of proceedings
7.4	No Noteholder of any Series has any right to institute any proceedings, judicial or otherwise, with respect to any Note other than in accordance with Condition 7.2 (Consequences of an Event of Default).
	Notification of Event of Default
7.5	If an Event of Default or a Potential Event of Default occurs, the Issuer must promptly after becoming aware of it notify the Programme Manager and Registrar of the occurrence of the Event of Default (specifying details of it) and procure that the Registrar promptly notifies the relevant Noteholders of the occurrence of the Event of Default in accordance with Condition 12 (Notices).

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8 Payments

	Payments of interest and principal
8.1	Payments of interest to holders of Registered Notes will be made according to the particulars recorded in the Register at the close of business on the relevant Record Date. Payments of principal to holders of Registered Notes will be made according to the particulars recorded in the Register at 10.00am on the Payment Date.
	Bearer Notes
8.2	Unless otherwise provided in the relevant Pricing Supplement, payments of principal on Bearer Notes will be made against surrender of such Bearer Notes, and payments of interest on Bearer Notes will be made against surrender of the applicable Coupons, to the Paying Agent.
	Joint holders
8.3	When a Registered Note is held jointly, payment will be made to the holders in their joint names unless requested otherwise.
	Method of payments
8.4	Payments in respect of each Registered Note issued by an Issuer will be made:

(a)

where the Registered Notes are in the Austraclear System, by crediting on the relevant Payment Date the amount then due to the account (held with a bank in Australia) of Austraclear in accordance with the Austraclear Regulations; or

(b)

if the relevant Registered Notes are not in the Austraclear System, by crediting on the Payment Date the amount then due to an account in Australia previously notified by the relevant Noteholder to the Issuer and the Paying Agent. If the relevant Noteholder has not notified the Issuer and the Paying Agent of such an account by 5.00pm on the relevant Record Date payments in respect of the relevant Registered Note will be made by cheque (drawn on a bank in Australia), mailed on the Business Day immediately preceding the relevant Payment Date, at the relevant Noteholder’s risk to the Noteholder (or to the first named of joint holders) of such Registered Note at the address appearing in the Register as at the Record Date. Cheques to be despatched to the nominated address of a Noteholder will in such cases be deemed to have been received by the Noteholder on the relevant Payment Date and no further amount will be payable by the Issuer in respect of the relevant Registered Note as a result of payment not being received by the Noteholder on the due date.

No payment of interest will be mailed to an address in the United States or transferred to an account maintained by a Noteholder in the United States and no payment of interest will be made with respect to any Registered Notes in temporary form.

Payments by electronic transfer

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8.5	In the case of payments made by electronic transfer, payments will for all purposes be deemed to be made when the Registrar gives irrevocable instructions in Sydney for the making of the relevant payment by electronic transfer, being instructions which would be reasonably expected to result, in the ordinary course of banking business, in the funds transferred reaching the account of the relevant Noteholder and, in the case of accounts maintained in Australia, reaching the account on the same day as the day on which the instructions are given.
	Alternative arrangements for payment
8.6	If a cheque posted or an electronic transfer for which irrevocable instructions have been given by the Registrar is shown, to the satisfaction of the Registrar, not to have reached the relevant Noteholder and the Registrar is able to recover the relevant funds, the Registrar may make such other arrangements as it thinks fit for the effecting of the payment in Sydney.
	Non-Business Days
8.7	If a payment:

(a)	is due under a Note on a day which is not a Business Day then the due date for payment will be the next following day which is a Business Day; or
(b)	is to be made to an account on a Business Day on which banks are not open for general banking business in the place in which the account is located, then the due date for payment will be the next following day on which banks are open for general banking business in that place,

	and in either case, the Noteholder is not entitled to any additional payment in respect of that delay.
	Payments subject to fiscal laws
8.8	Payments will be subject in all cases to any fiscal or other applicable laws and regulations. Neither the Issuer or the Registrar is liable to any Noteholder for any commissions, costs, losses or expenses in relation to or resulting from such payments.

9 Taxation

Additional amounts

9.1

Subject to certain exceptions and limitations set out below, all payments of principal and interest in respect of the Notes by the Issuer or the Guarantor will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of the United States of America or any political subdivision or any authority thereof or therein having power to tax unless such withholding or deduction is required by law. In such event, the Issuer or, as the case may be, the Guarantor will pay such additional amounts as shall be necessary in order that the net amounts received by Noteholders after such withholding or deduction equals the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes in the absence of such withholding or deduction; except that no such

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additional amounts is payable with respect to any Note as a result of withholding or deduction on account of any one or more of the following:

(a) any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the holder of a Note or Coupon (''Holder’’), or a fiduciary, settler, beneficiary, member or shareholder of such holder being considered as:

(i)	being or having been present or engaged in a trade or business in the United States or having had a permanent establishment in the United States of America;
(ii)	having a current or former relationship with the United States of America, including a relationship as a citizen or resident thereof;
(iii)	being or having been a foreign or domestic personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States of America or a corporation that has accumulated earnings to avoid United States federal income tax;
(iv)	being or having been a ''10-percent shareholder’’ of all classes of stock of the Issuer or, as the case may be, the Guarantor as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (’’Code’’) or any successor provision; or
(v)	being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into the ordinary course of its trade or business;

(b)	any Holder that is not the sole beneficial owner of a Note or Coupon or that is a fiduciary or partnership, but only to the extent that a beneficiary or settler with respect to the fiduciary, a beneficial owner or a member of the partnership would not have been entitled to the payment of an additional amount had such beneficiary, settler, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c)	any tax, assessment or other governmental charge that is imposed otherwise or withheld solely by reason of a failure of the Holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of America of the Holder or beneficial owner of such Note or Coupon, if compliance is required by statute, by regulation or the United States Treasury Department or by an applicable income tax treaty to which the United States of America is a party as a precondition to exemption from such tax, assessment or other governmental charge;
(d)	any tax, assessment or other governmental charge that is imposed other than by withholding from a Note or Coupon;
(e)	any tax, assessment or other governmental charge that would not have been so imposed but for the presentation or surrender by the Holder for

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	payment on a date more than 30 days after the Relevant Date except to the extent that the Holder would have been entitled to an additional amount on presenting the same for payment on such thirtieth day;
(f)	any estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or similar tax assessment or other governmental charge;
(g)	any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any Note or Coupon if such payment can be made without such withholding by any other paying agent;
(h)	any tax, duty, assessment or other governmental charge required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of January 21, 2003 or any law implementing or complying with, or introduced in order to conform to, such Directive; or
(i)	any combination of items (a), (b), (c), (d), (e), (f), (g) and (h).

	In this Condition 9.1 “United States Alien” means any corporation, partnership, individual or fiduciary that is, for United States Federal income tax purposes, a foreign corporation, a non-resident alien individual, a non-resident fiduciary of a foreign estate or trust, or a foreign partnership one or more of the members of which is, for United States Federal income tax purposes, a foreign corporation, a non-resident alien individual or a non-resident fiduciary of a foreign estate or trust.
9.2	Notwithstanding Condition 9.1 (Additional amounts), if and so long as a certification, identification or other information reporting requirement referred to in Condition 6.4 would be fully satisfied by payment of a backup withholding tax or similar charge, the Issuer may elect, by so stating in the Determination Notice (as defined in Condition 6.5), to have the following provisions of this Condition 9.2 apply in lieu of the provisions of Condition 6.4.
	In such event, the Issuer, failing which, if applicable, the Guarantor, will pay as additional amounts such amounts as may be necessary so that every net payment made following the effective date of such requirements outside the United States of America by it, the Guarantor (if applicable) or the Paying Agents of principal or interest due in respect of any Note of which the beneficial owner is a United States Alien (but without any requirement that the nationality, residence or identity of such beneficial owner be disclosed to the Issuer, the Paying Agent or any governmental authority), after withholding or deduction for or on account of such backup withholding tax or similar charge (other than a backup withholding tax or similar charge which (a) is the result of a certification, identification or other information reporting requirement which would not be applicable in the circumstances described in Condition 6.5 or (b) is imposed as a result of any of the circumstances described in Condition 9.1(a), (b) or (f) above or any combination thereof), will not be less than the amount provided for in such Note to be then due and payable.
	If the Issuer or, if applicable, the Guarantor elects to pay such additional amounts and so long as they are obligated to pay the same, the Issuer may subsequently redeem the Notes in accordance with Condition 6.4.

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	As used in these terms and conditions, the “Relevant Date” means the date on which a payment in respect of a Note first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Paying Agent on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 12 (Notices).
	Bearer Exchange Notice
9.3	The Issuer (or the Paying Agent) may request a Noteholder of a Bearer Note to provide its name and address or a declaration substantially in the form set out as Appendix 1 to the Form of Bearer Exchange Notice set out in Schedule 6 to the Note Deed Poll for purposes of Australian tax laws. If the Noteholder fails to comply with such request the Issuer (or Paying Agent who shall retain and remit such amount to the Issuer who shall remit to the Australian Taxation Office (“ATO”)) will retain and remit to the ATO an amount as specified in the Income Tax (Bearer Debentures) Act 1971 (of the Commonwealth of Australia) (currently 47%) of the interest otherwise payable to the Noteholder unless the Noteholder demonstrates to the satisfaction of the Issuer (or the Paying Agent) that section 126 of the ITAA does not apply to the relevant interest payment.
	No additional amounts will be payable by the Issuer in relation to any withholdings or deductions from any payment in respect of a Bearer Note which is levied on such payment due to the fact that the Note is a Bearer Note.

10	Further Issues
	The Issuer may from time to time, without the consent of any Noteholder, issue further Notes having the same terms and conditions as the Notes of any Series in all respects (or in all respects except for the first payment of interest on them and/or their Denomination) so as to form a single Series with the Notes of that Series issued by the Issuer.
11	Time limit for claims
	A claim against the Issuer for a payment under a Note is void unless such claim is made within 5 years of the relevant Payment Date.
12	Notices
	To the Issuer or the Registrar

12.1 A notice or other communication in connection with a Note to the Issuer or the Registrar must be in writing and may be given by prepaid post or delivery to the address of the addressee or by facsimile to the facsimile number of the addressee specified:

(a)	in the Information Memorandum; or
(b)	as otherwise agreed between those parties from time to time and notified to the Noteholders.

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	To Noteholders
12.2	A notice or other communication in connection with a Note to Noteholders must be in writing and given by means of:

(a)	an advertisement published in The Australian Financial Review or any other newspaper or newspapers circulating in Australia generally; or
(b)	prepaid post (airmail if posted to or from a place outside Australia) or delivery to the address of each Noteholder or any relevant Noteholder as shown in the Register at the close of business 3 Business Days prior to the dispatch of the relevant notice or communication.

	If any Bearer Note is then Outstanding, any notice or communication to Noteholders must include an advertisement given in accordance with Condition 12.2(a).
	Effective on receipt
12.3	Unless a later time is specified in it a notice, approval, consent or other communication takes effect from the time it is received, except that if it is received after 5.00pm in the place of receipt or on a non-business day in that place, it is to be taken to be received at 9.00am on the next succeeding Business Day in that place.
	Proof of receipt
12.4	Subject to Condition 12.3 (Effective on receipt), proof of posting of a letter or of dispatch of a facsimile or of publication of a notice is proof of receipt:

(a)	in the case of a letter, on the third (seventh, if outside Australia) day after posting; and
(b)	in the case of a facsimile, on receipt by the sender of a successful transmission report; and
(c)	in the case of publication, on the date of such publication.

13 Meetings of Noteholders

Meetings of Noteholders may be convened in accordance with the Meeting Provisions. Any such meeting may consider any matters affecting the interests of Noteholders including, without limitation, the variation of the terms of the Notes by the Issuer and the granting of approvals, consents and waivers, and the declaration of an Event of Default.

14 Amendments

	To cure ambiguities
14.1	These terms and conditions and the relevant Pricing Supplement may be amended by the Issuer without the consent of any Noteholder for the purposes of curing any ambiguity, or correcting or supplementing any defective or inconsistent

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	provisions therein where such amendment does not adversely affect the interests of the relevant Noteholders.
	Approval by Noteholders
14.2	These terms and conditions and the relevant Pricing Supplement may otherwise be varied by the Issuer with the approval of the relevant Noteholders by Extraordinary Resolution. No other variation to these terms and conditions has effect in relation to the Noteholders who hold relevant Notes at the date of any amending deed or agreement unless they otherwise agree in writing. A variation which affects only a particular Series or Tranche of Notes may be approved solely by the Noteholders of the relevant Series or Tranche and will take effect in relation to, and bind, all subsequent Noteholders of that Series or Tranche. For the avoidance of doubt, any variation to these terms and conditions, the relevant Pricing Supplement and the Agency Services Agreement approved by the Noteholders of relevant Registered Notes shall be binding on all relevant Noteholders, including Noteholders of relevant Bearer Notes.

15 Registrar

	Role of the Registrar
15.1	In acting under the Agency Services Agreement in connection with the Notes, the Registrar acts solely as agent of the Issuer and does not assume any obligations towards or relationship of agency or trust for or with any of the Noteholders save insofar as that any funds received by the Registrar in accordance with the Agency Services Agreement shall, pending their application in accordance with the Agency Services Agreement, be held by it in a segregated account which shall be held on trust for the persons entitled thereto.
	Change of Registrar
15.2	The Issuer reserves the right at any time to terminate the appointment of the Registrar in accordance with the Agency Services Agreement and to appoint successor or additional registrars, provided, however, that the Issuer must at all times maintain the appointment of a registrar with its specified office in Australia. Notice of any such termination of appointment will be given to the Noteholders in accordance with Condition 12 (Notices).

16 Replacement of Bearer Notes, Coupons and Talons

Any Bearer Note, Coupons or Talon that becomes mutilated, destroyed, lost or stolen will be replaced by the Issuer at the expense of the relevant Noteholder upon surrender of the Bearer Note, Coupon or Talon to the Paying Agent or upon receipt by the Paying Agent of satisfactory evidence of the destruction, loss or theft thereof.

In each case, an indemnity in respect of, without limitation, double payment and any costs (including reasonable legal costs and expenses) incurred by the Issuer or the Paying Agent in connection with the replacement, satisfactory to the Issuer and the Paying Agent may be required at the expense of the holder of such Bearer Note, Coupon or Talon before a replacement Bearer Note, Coupon or Talon will be issued.

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17 Conversion of Registered Notes into Bearer Notes

	Exchange of Registered Notes for Bearer Notes
17.1	Registered Notes in permanent form with an aggregate principal amount of not less than A$500,000 are exchangeable, at the option of the relevant Noteholder, for a Bearer Note with a principal amount equal to the principal amount of the Registered Note being exchanged. Bearer Notes will be made available for collection by the persons entitled thereto at the specified office of the Paying Agent or, at the request of the person entitled thereto, mailed, at the risk of the person entitled thereto, to the address specified in the Bearer Exchange Notice.
	If a Registered Note is lodged in the Austraclear System, the relevant Austraclear Participant must make arrangements for the Uplift (as defined in the Austraclear Regulations) of its entitlement in that Registered Note from the Austraclear System and for the appropriate entry in relation to that entitlement to be made in the Register before a Bearer Exchange Notice is given to the Paying Agent. The Registrar has agreed to make the relevant entry on the Register upon receipt of a duly completed transfer and acceptance form between Austraclear, as transferor, and the relevant Austraclear Participant uplifting the Registered Note, as transferee.
	The Issuer undertakes to procure that the relevant Bearer Notes will be duly issued in accordance with these terms and conditions.
	Whenever a Registered Note is to be exchanged for a Bearer Note, the Issuer agrees to procure the prompt delivery of the Bearer Note, duly authenticated and where and to the extent applicable, with Coupons and/or Talons attached in an aggregate principal amount equal to the principal amount of the relevant Registered Note to the relevant Noteholder within 120 days of the Noteholder requesting such exchange, but in no event later than the Maturity Date.
	Notation on the Register
17.2	On any occasion on which a Registered Note is exchanged in accordance with Condition 17.1 (Exchange of Registered Notes for Bearer Notes) the Issuer agrees to procure that:

(a)	the aggregate principal amount of the Bearer Notes which are delivered in definitive form is noted on the Register; and
(b)	the remaining aggregate principal amount of the Registered Notes (which is the aggregate principal amount thereof less the amount referred to in Condition 17.2(a)) is noted on the Register, whereupon the aggregate principal amount of the Registered Notes shall for all purposes be as most recently so noted.

Exercise of option

17.3

The option of the Noteholders to exchange Registered Notes for Bearer Notes provided for in this Condition 17 (Conversion of Registered Notes into Bearer Notes) may be exercised by the relevant Noteholder giving a Bearer Exchange Notice to the Paying Agent within the time limits set out in these terms and conditions and stating the principal amount of the Registered Notes in respect of which the option is exercised. Each such notice must be accompanied by the

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	payment to the Paying Agent of A$7,500 (or such lesser amount specified by the Paying Agent) on account of the expenses to be incurred by the Paying Agent or the Issuer in connection with an exchange under this Condition 17 (Conversion of Registered Notes into Bearer Notes) (including, without limitation, the cost of printing the Bearer Notes).
	Bearer Exchange Notice
17.4	A Noteholder may only exercise the option to exchange Registered Notes for Bearer Notes under this Condition 17 (Conversion of Registered Notes into Bearer Notes) if that Noteholder provides a declaration, substantially as set out in Appendix 1 to the Bearer Exchange Notice, that:

(a)	such Noteholder is not an Australian resident, as defined in the ITAA or, on exchange, will not otherwise be holding the Bearer Notes to which the declaration applies, in the course of carrying on business in Australia at or through a permanent establishment in Australia; and
(b)	such Noteholder will notify the Issuer if either:

(i)	such Noteholder holds or commences to hold the Bearer Notes, to which the declaration applies, as either an Australian resident, as defined in the ITAA, or in the course of carrying on business in Australia at or through a permanent establishment in Australia; or
(ii)	such Noteholder disposes of any part of such Noteholder’s beneficial interest in the Bearer Notes, to which the declaration applies, to either:

(A)	an Australian resident, as defined in the ITAA; or
(B)	a person who otherwise acquires or would hold that beneficial interest in those Bearer Notes in the course of carrying on business in Australia at or through a permanent establishment in Australia.

	Such notification (“Notice”) to occur within a reasonable time after the occurrence of any of the events set out in Condition 17.4(b) above and in any case prior to the first Interest Payment Date after that occurrence.
	Subsequent holders
17.5	If an option to exchange Registered Notes for Bearer Notes under this Condition 17 has been exercised, any subsequent Noteholder (i.e. other than the person who exercises the exchange option) of the Bearer Notes is also required to notify the Issuer if either Condition 17.4(b)(i) or (ii) occurs.
	No representation by the Issuer
17.6	The Issuer makes no representation that:

(a) Bearer Notes can be lodged in or traded through the Austraclear System or the clearing systems maintained by Euroclear Bank S.A./N.V. as operator of the Euroclear System, Clearstream Banking, société anonyme or any other person; or

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(b) Bearer Notes will be included in the UBSWA Composite Bond Index or any other index.

18	Currency indemnity
	Each of the Issuer and the Guarantor indemnify the Noteholders and keep them indemnified against:

(a)

any Liability incurred by any of them arising from the non-payment by the Issuer or the Guarantor of any amount due in respect of a Note or the Guarantee, as the case may be, by reason of any variation in the rates of exchange between those used for the purposes of calculating the amount due under a judgment or order in respect thereof and those prevailing at the date of actual payment by the Issuer or the Guarantor; and

(b)

any deficiency arising or resulting from any variation in rates of exchange between;

(i)	the date as of which the local currency equivalent of the amounts due or contingently due in respect of a Note or the Guarantee, as the case may be (other than under this Condition 18 (Currency indemnity)), is calculated for the purposes of any bankruptcy, insolvency or liquidation of the Issuer or the Guarantor; and
(ii)	the final date for ascertaining the amount of claims in such bankruptcy, insolvency or liquidation.

	The amount of such deficiency is not reduced by any variation in rates of exchange occurring between that final date and the date of any distribution of assets in connection with any such bankruptcy, insolvency or liquidation.
	The above indemnities constitute obligations of the Issuer and the Guarantor separate and independent from their other obligations under the Transaction Documents and apply irrespective of any indulgence granted by the Noteholders from time to time and continue in full force and effect notwithstanding the judgment or filing of any proof or proofs in any bankruptcy, insolvency or liquidation of the Issuer or the Guarantor for a liquidated sum or sums in respect of amounts due in respect of a Note or the Guarantee, as the case may be (other than under this Condition 18 (Currency indemnity)). Any deficiency referred to in Condition 18(b) above, constitutes a loss suffered by the Noteholders and no proof or evidence of any actual loss shall be required by the Issuer or the Guarantor or its liquidator or liquidators.
19	Waiver and Remedies
	No failure of exercise, and no delay in exercising, on the part of any Noteholder, any right under these terms and conditions shall operate as a waiver of any such right nor shall any single or partial exercise thereof preclude any other or future exercise of any such right or the exercise of any other right. Rights under these terms and conditions shall be in addition to all other rights provided by law. No notice or demand given in any case shall constitute a waiver of rights to take other action in the same, similar or other instances without such notice or demand.

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20 Governing law, jurisdiction and service of process

	Governing law
20.1	The Notes are governed by the law in force in the New South Wales.
	Jurisdiction
20.2	The Issuer irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales and courts of appeal from them in relation to any action (including, without limitation, any writ of summons or other originating process or any third or other party notice) arising out of or in relation to the Notes. The Issuer waives any right it has to object to an action being brought in those courts, to claim that the action has been brought in an inconvenient forum, or to claim that those courts do not have jurisdiction.
	Process agent
20.3	Without preventing any other mode of service, any document in an action (including, without limitation, any writ of service of summons or other originating process or any third or other party notice) arising out of or in relation to the Notes may be served on the Issuer by being left for the Issuer with its process agent referred to in Condition 20.4.
20.4	The Issuer has appointed Dabserv Corporate Services Pty Ltd (ABN 73 001 824 111) currently c/- Mallesons Stephen Jaques, Governor Phillip Tower, 1 Farrer Place, Sydney, NSW 2000, Australia as its agent to receive any document referred to in Condition 20.3. If for any reason that person ceases to be able to act as such, the Issuer must immediately appoint another person with an office located in the Commonwealth of Australia to receive any such document and promptly notify Noteholders of such appointment.

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Schedule 2                Meetings Provisions

The following are the Meetings Provisions which are applicable to the convening of meetings of Noteholders and the passing of resolutions by them.

Interpretation

1	(a)	Capitalised terms used in these provisions that are not defined below have the meaning given to those terms in the Terms and Conditions unless the contrary intention appears.
		Dealer means a person appointed by the Issuer to act as a dealer in relation to Registered Notes.
		Extraordinary Resolution means:

(i)	a resolution passed at a Meeting by a majority of at least 75% of the votes cast; or
(ii)	a resolution made in writing by Noteholders in accordance with paragraph 24(b).

Form of Proxy means a notice in writing in the usual or common form and available from the Registrar.

Meeting is deemed to include:

(i)	if there is only one Noteholder, the attendance of that person or its Proxy on the day and at the place and time specified in accordance with these provisions;
(ii)	the presence of persons physically, by conference telephone call or by video conference; and
(iii)	(other than in paragraphs 7, 8, 12 and 14) any adjourned meeting.

Ordinary Resolution means:

(i)	a resolution passed at a Meeting by a clear majority of the votes cast; or
(ii)	a resolution made in writing by Noteholders in accordance with paragraph 24(a).

Proxy means a person so appointed pursuant to a Form of Proxy.

Notification Date means the date stated in the copies of a resolution to be made in writing sent for that purpose to Noteholders, which must be no later than the date on which such resolution is first notified to Noteholders in the manner provided in the Terms and Conditions.

Special Quorum Resolution means an Extraordinary Resolution for the purpose referred to in paragraph 27(a), (b), (h), (i), (j) or (k), any amendment of this definition or the provisions of the table in paragraph 10 expressed to relate to a “Special Quorum Resolution”.

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	Terms and Conditions means the terms and conditions applicable to the Notes.
(b)	If there is only one Noteholder that person must be treated as two persons for the purposes of any quorum requirements of a Meeting.
(c)	The time and date for determining the identity of a Noteholder who may be counted for the purposes of determining a quorum or the right to attend, speak and vote at a Meeting (including any adjourned Meeting) or sign a resolution made in writing is (in the case of a Noteholder of a Registered Note or a Bearer Note), at the close of business in the place where the Register is kept 7 days prior to the date of the Meeting or, for a resolution made in writing, the Notification Date.
(d)	References to persons representing a proportion of the Notes are to Noteholders or Proxies holding or representing in aggregate at least that proportion of the Outstanding Principal Amount of the Outstanding Notes.
(e)	In determining whether the provisions relating to quorum, meeting and voting procedures are complied with, any Notes held by or in the name of the Issuer shall be disregarded.

	Proxies
2	A Noteholder may by a Form of Proxy signed by the Noteholder or, in the case of a corporation, executed under its common seal, executed in accordance with Section 127(1) of the Corporations Act or signed on its behalf by its duly appointed attorney or a person authorised under section 250D of the Corporations Act to act as the corporation’s representative at the Meeting, appoint a Proxy to attend and act on that Noteholder’s behalf in connection with any Meeting or proposed meeting of the Noteholders.
3	Forms of Proxy are valid for so long as the Notes to which they relate are registered in the name of the appoint or but not otherwise. Despite any other paragraph of these provisions and during the validity of a Form of Proxy, the Proxy is, for all purposes in connection with any Meeting of Noteholders, deemed to be the Noteholder of the Notes to which that Form of Proxy relates.
4	A person appointed as Proxy in any Form of Proxy:

(a)	need not be a Noteholder; and
(b)	may be an officer, employee, representative of or otherwise connected with the Issuer.

5

Each Form of Proxy, the power of attorney or other authority (if any) under which it is signed, or a copy of such power or authority certified in such manner as the Registrar may require, must be deposited at the office of the Registrar specified in the Form of Proxy not less than 48 hours before the time appointed for holding the Meeting to which the Form of Proxy relates, failing which the Form of Proxy may not be treated as valid unless the chairman of the Meeting decides otherwise before the Meeting or adjourned Meeting proceeds to business.

6

Any vote given in accordance with the terms of a Form of Proxy will be valid despite the previous revocation or amendment of the Form of Proxy or of any instructions of the Noteholder pursuant to which it was executed, unless notice in writing of such revocation

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	or amendment is received from the Noteholder who has executed such Form of Proxy at the principal office of the Issuer not less than 24 hours before the commencement of the Meeting or adjourned Meeting at which the Form of Proxy is used.
	Convening Meetings
7	A Meeting of the Noteholders:

(a)	may be convened at any time by the Issuer or the Registrar at the place and time appointed by the convenor; and
(b)	must be convened by the Registrar at a place and time appointed by it:

(i)	if requested to do so by the Issuer; or
(ii)	if requested to do so by Noteholders of Notes representing in the aggregate at least 10% of the aggregate Outstanding Principal Amount of the Outstanding Notes.

	Notice of Meeting
8	Unless otherwise agreed in writing by each Noteholder, at least 21 days’ notice (exclusive of the day on which the notice is given and of the day on which the Meeting is held) specifying the day, time and place of the Meeting must be given to the Noteholders and, if not given by the Registrar, copied to the Registrar or, if not given by the Issuer, copied to the Issuer. Such notice must be given in the manner provided in the Terms and Conditions, must state generally the nature of the business to be transacted at the Meeting but (except for an Extraordinary Resolution) need not specify the terms of the resolutions to be proposed and must include statements to the effect that Proxies may be appointed until 48 hours before the time fixed for the Meeting but not after that time. The accidental omission to give notice to, or the non-receipt of notice by, any Noteholder does not invalidate the proceedings at any Meeting.
	Chairman
9	A person (who may, but need not, be a Noteholder) nominated in writing by the convenor of the Meeting must take the chair at every such Meeting but if no such nomination is made or if at any Meeting the person nominated is not present within 15 minutes after the time appointed for the holding of such Meeting or is unable or unwilling to chair the Meeting the person or persons present being Noteholders or Proxies must choose one of their number to be chairman. The chairman of an adjourned Meeting need not be the same person as was the chairman of the Meeting from which the adjournment took place.
	Quorum
10	At any Meeting any person or persons present being a Noteholder or Proxy form a quorum and only if they represent the proportion of the Outstanding Principal Amount of the Outstanding Notes shown in the table below.

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Column 1	Column 2			Column 3
Purpose of Meeting	Any Meeting except one referred to in Column 3			Meeting previously adjourned because of lack of quorum
	Required proportion			Required proportion
To pass a Special Quorum Resolution		75	%		50	%
To pass any other Extraordinary Resolution		50	%		35	%
To pass any Ordinary Resolution		50	%		25	%

11	No business (other than the choosing of a chairman) may be transacted at any Meeting unless the requisite quorum is present at the commencement of the relevant business.
	Adjournment
12	If within 15 minutes from the time appointed for any Meeting a quorum is not present for the transaction of any particular business then, subject and without prejudice to the transaction of the business (if any) for which a quorum is present, the Meeting will, if convened on the requisition of Noteholders, be dissolved. In any other case it will stand adjourned until such date, being not less than 14 days nor more than 42 days (in each case exclusive of the day on which the Meeting is held and the day on which the adjourned Meeting is to be held) and to such time and place as the chairman appoints.
13	If within 15 minutes from the time appointed for any adjourned Meeting a quorum is not present for the transaction of any particular business then, subject and without prejudice to the transaction of the business (if any) for which a quorum is present, the chairman may dissolve such Meeting.
14	If the meeting is not dissolved in accordance with paragraph 13, the chairman may with the consent of (and must if directed by) any Meeting adjourn the Meeting from time to time and from place to place. Only business which might validly (but for the lack of required quorum) have been transacted at the original Meeting may be transacted at such adjourned Meeting.
	Notice of adjourned Meeting
15	Unless otherwise agreed in writing by each Noteholder, at least 10 days’ notice (exclusive of the day on which the notice is given and of the day on which the adjourned Meeting is to be held) of any Meeting adjourned because of lack of a quorum must be given in the same manner as the notice of the original Meeting and such notice must state the quorum required at such adjourned Meeting but need not contain any further information.

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	Attendees
16	The Issuer, the Registrar, the Programme Manager and the Noteholders (through their respective representatives and Proxies) and their respective financial and legal advisers are entitled to attend and speak at any Meeting of Noteholders. Otherwise, no person may, except for the chairman, attend or speak at any Meeting of Noteholders.
	Voting and polls
17	Every question submitted to a Meeting will be decided in the first instance by a show of hands and in the case of equality of votes the chairman has, both on a show of hands and on a poll, a casting vote in addition to the vote or votes (if any) to which the chairman may be entitled as a Noteholder.
18	At any Meeting, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman, the Issuer or by one or more persons holding or representing at least 2% of the aggregate Outstanding Principal Amount of the Outstanding Notes, a declaration by the chairman that a resolution has been carried or carried by a particular majority or lost or not carried by any particular majority is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
19	If at any Meeting a poll is so demanded, it must be taken in such manner and (subject to paragraph 20) either at once or after such an adjournment as the chairman directs. The result of such poll is deemed to be the resolution of the Meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll does not prevent the continuance of the Meeting for the transaction of any business other than the question on which the poll has been demanded.
20	Any poll demanded at any Meeting on the election of a chairman or on any question of adjournment must be taken at the Meeting without adjournment.
	Voting entitlements
21	A Noteholder or, in the case of a Registered Note registered as being owned jointly, the person whose name appears first on the Register as one of the owners of the Registered Note is entitled to vote in respect of the Note either in person or by Proxy.
22	Subject to paragraphs 17 and 21, at any Meeting:

(a)	on a show of hands every person who is present and is a Noteholder or a Proxy has one vote; and
(b)	on a poll every person who is present and is a Noteholder or a Proxy has one vote in respect of each principal amount equal to the Denomination of the Notes in respect of which that person is a Noteholder or a Proxy.

23 Without affecting the obligations of the Proxies named in any Form of Proxy, any person entitled to more than one vote need not use all votes (or cast all the votes) to which that person is entitled in the same way.

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	Passing resolutions in writing
24	A resolution is passed:

(a)	if it is an Ordinary Resolution, where within one month from the Notification Date, Noteholders representing more than 50% of the aggregate Outstanding Principal Amount of Outstanding Notes as at the Notification Date have signed the resolution; or
(b)	if it is an Extraordinary Resolution, where within one month from the Notification Date stated in the copies of the resolution sent for that purpose to Noteholders, Noteholders representing at least 75% of the aggregate Outstanding Principal Amount of Outstanding Notes as at the Notification Date have signed the resolution,

	and any such resolution is deemed to have been passed on the date on which the last Noteholder whose signature on the resolution caused it to be so passed signed it (as evidenced on its face).
25	The accidental omission to give a copy of the resolution to, or the non-receipt of such a copy by, any Noteholder does not invalidate a resolution in writing made pursuant to paragraph 24.
26	A resolution in writing signed by Noteholders may be contained in one document or in several documents in like form each signed by one or more Noteholders.
	Use of Extraordinary Resolution
27	The Noteholders have, in addition to the powers set out above but without affecting any powers of any other person, the following powers exercisable only by Extraordinary Resolution subject to the provisions relating to quorum in paragraph 10:

(a)	to sanction any proposal by the Issuer for any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the Noteholders against the Issuer whether such rights arise under the Notes or otherwise;
(b)	to sanction the exchange or substitution for the Notes of, or the conversion of the Notes into, other obligations or securities of the Issuer or any other body corporate formed or to be formed;
(c)	to assent to any modification of the provisions of the Note Deed Poll or the Notes proposed by the Issuer or any Noteholder;
(d)	to waive or authorise any breach or proposed breach by the Issuer of any of its obligations under the Note Deed Poll or the Notes;
(e)	to authorise any person to concur in and do anything necessary to carry out and give effect to an Extraordinary Resolution;
(f)	to give any authority, direction or sanction which is required to be given by Extraordinary Resolution;
(g)	to appoint any persons (whether Noteholders or not) as a committee or committees to represent the interests of the Noteholders and to confer upon such

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	committee or committees any powers or discretions which the Noteholders could themselves exercise by Extraordinary Resolution;
(h)	to approve any amendment of the dates of maturity or redemption of the Notes or any date on which a payment of principal or interest is due on the Notes;
(i)	to approve any reduction or cancellation of an amount payable or, where applicable, modification of the method of calculating the amount payable or modification of the date of payment in respect of the Notes (other than where such reduction, cancellation or modification is provided for in the Terms and Conditions or where such modification is bound to result in an increase in the amount payable);
(j)	to approve the alteration of the currency in which payments in respect of the Notes are made; and
(k)	to approve the alteration of the majority required to pass an Extraordinary Resolution.

	Use of Ordinary Resolution
28	The Noteholders have the power exercisable by Ordinary Resolution to do anything for which an Extraordinary Resolution is not required.
	Effect and notice of resolution
29	A resolution passed at a Meeting of Noteholders duly convened and held (or passed by those Noteholders in writing pursuant to paragraph 24) in accordance with these provisions is binding on all Noteholders, whether present or not present and whether or not voting at the Meeting (or signing or not signing the written resolution), and each Noteholder is bound to give effect to it accordingly. The passing of any such resolution is conclusive evidence that the circumstances of such resolution justify its passing.
30	The Issuer must give notice to the Noteholders of the result of the voting on a resolution within 14 days of such result being known but failure to do so will not invalidate the resolution. Such notice to Noteholders must be given in the manner provided in the Terms and Conditions.
	Minutes
31	Minutes of all resolutions and proceedings at every Meeting (or resolutions otherwise passed in accordance with these provisions) must be duly entered by the Registrar (failing which the Issuer) in minute books to be kept for that purpose by the Registrar (or the Issuer as the case may be) and any such minutes, if purported to be signed by the chairman of the Meeting at which such resolutions were passed or proceedings transacted or by the chairman of the next succeeding Meeting of Noteholders (or, where the resolution is passed otherwise than at a Meeting, if purporting to be signed by a director or secretary of the Registrar or Issuer as the case may be), are conclusive evidence of the matters contained in them. Until the contrary is proved, every Meeting (and every resolution passed in writing) in respect of which minutes have been so made and signed is deemed to have been duly convened and held (or copies of the proposed written resolution duly sent) and all resolutions passed or proceedings transacted at that Meeting are deemed to have been duly passed and transacted (or, where a resolution is passed in writing, such resolution is deemed to have been duly passed).

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	Further procedures
32	The Issuer (with the approval of the Programme Manager and the Registrar) may prescribe such further regulations for the holding of, attendance and voting at Meetings as are necessary or desirable and do not adversely affect the interests of the Noteholders.
	Notes of more than one Series
33	Whenever there are Notes Outstanding which do not form one single Series then these provisions have effect subject to the following:

(a)	a resolution which affects one Series only of Notes is deemed to have been duly passed if passed at a Meeting of the Noteholders of that Series (or, subject to paragraph 33(d), pursuant to paragraph 24);
(b)	a resolution which affects more than one Series of Notes but does not give rise to a conflict of interest between the Noteholders of any of the Series so affected is deemed to have been duly passed if passed at a single Meeting of the Noteholders of all Series so affected (or, subject to paragraph 33(d), pursuant to paragraph 24);
(c)	a resolution which affects more than one Series of Notes and gives or may give rise to a conflict of interest between the Noteholders of any of the Series so affected is deemed to have been duly passed if passed at separate Meetings of the Noteholders of each Series so affected (or, subject to paragraph 33(d), pursuant to paragraph 24);
(d)	in respect of a Meeting referred to in paragraphs 33(a), (b) and (c), these provisions apply with the necessary modifications as though references in them to Notes and Noteholders were references to Notes of the Series in question and to the Noteholders of the Notes of such Series, respectively; and
(e)	references to the “Registrar” in these Meetings Provisions means the Registrar of each of the relevant Series acting jointly.

34 The Issuer may rely on, and the Noteholders and the Registrar are bound by, a legal opinion from a leading law firm in the Commonwealth of Australia to the effect that a resolution affects one Series only or, if it affects more than one Series of Notes, does not give rise to a conflict of interest, for the purposes of determining the Meeting or Meetings which need to be held for the purposes of paragraph 33.

45

Schedule 3        Form of Bearer Note

[On the face of Bearer Note]

COUNTRYWIDE FINANCIAL CORPORATION
(“Issuer”)
(incorporated with limited liability in the State of Delaware)

Unconditionally and irrevocably guaranteed by
COUNTRYWIDE HOME LOANS, INC.
(incorporated with limited liability in the State of New York)

[Aggregate Principal Amount of Tranche][Title of Notes]
under the A$3,500,000,000 Medium Term Note Programme

Series No: [ ]

Serial No: [ ]

Tranche No: [ ]

[Denomination]

ANY UNITED STATES PERSON WHO HOLDS THIS NOTE WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES FEDERAL INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS AND NEITHER THE NOTES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF TO OR FOR THE ACCOUNT OR BENEFIT OF A US PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS THEREUNDER OR ANY APPLICABLE STATE SECURITIES LAWS.

This Bearer Note is one of a Series of Notes of [Specified Currency(ies) and Specified Denomination(s)] of the Issuer (“Notes”) with Coupons attached and having the benefit of a Deed Poll Guarantee and Indemnity by Countrywide Home Loans, Inc. References herein to the Conditions shall be to the Terms and Conditions endorsed hereon as supplemented, replaced and modified by the relevant information (appearing in the Pricing Supplement (“Pricing Supplement”)) endorsed hereon but, in the event of any conflict between the provisions of the said Conditions and such information in the Pricing Supplement, such information in the Pricing Supplement will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this Note.

46

The Issuer, subject to and in accordance with the Conditions, promises to pay to the bearer hereof on the Maturity Date or on such earlier date as this Bearer Note may become due and repayable in accordance with the Conditions, the amount payable on redemption of this Note and to pay interest (if any) on the principal amount of this Bearer Note calculated and payable as provided in the Conditions together with any other sums payable under the Conditions.

This Bearer Note shall not/Neither this Bearer Note nor any of the interest coupons or talons appertaining hereto shall be valid for any purpose until this Bearer Note has been authenticated for and on behalf of the Paying Agent.

This Bearer Note is governed by, the laws in force in New South Wales.

AS WITNESS the manual/facsimile signature of an authorized officer on behalf of the Issuer.

By:	[manual/facsimile signature]
	(Authorized Officer)

ISSUED in [ ] as of [ ]

AUTHENTICATED for and on behalf of
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
as Paying Agent
without recourse, warranty or liability

By:
	(duly authorized)

47

[On the reverse of Bearer Note]

TERMS AND CONDITIONS

[Reproduce from Schedule 1 to the Note Deed Poll]

[At the foot of the Terms and Conditions]

RELEVANT PRICING SUPPLEMENT

[To be attached]

PAYING AGENT

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
Level 35
AAP Centre
259 George Street
Sydney NSW 2000
Australia

48

Schedule 4                Form of Coupon

[On the front of Coupon:]

COUNTRYWIDE FINANCIAL CORPORATION

[Aggregate Principal Amount of Tranche][Title of Notes]
under the A$3,500,000,000 Medium Term Note Programme

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES FEDERAL INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

Series No: [ ]

Serial Number of the Bearer Note: [ ]

Tranche No: [ ]

Coupon for [set out the amount due] due on [date] [Interest Payment Date falling in [month, year]]^*

Such amount is payable (subject to the Terms and Conditions applicable to the Bearer Note to which this Coupon appertains, which shall be binding on the holder of this Coupon whether or not it is for the time being attached to such Bearer Note) against surrender of this Coupon at the specified office of the Paying Agent set out on the reverse hereof (or any other or further paying agents and/or specified offices from time to time designated for the purpose by notice duly given in accordance with such Terms and Conditions).

[The Bearer Note to which this Coupon appertains may, in certain circumstances specified in such Terms and Conditions, fall due for redemption before the due date in relation to this Coupon. In such event, this Coupon will become void and no payment will be made in respect hereof.]

AS WITNESS the Issuer has caused this Coupon to be duly executed by the manual/facsimile signature of an Authorized Officer on behalf of the Issuer.

By:	[manual/facsimile signature]
	(Authorized Officer)

^* Only necessary where Interest Payment Dates on Notes bearing a floating rate of interest are subject to adjustment in accordance with an Applicable Business Day Convention.

49

[On the reverse of Coupon]

PAYING AGENT

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
Level 35
AAP Centre
259 George Street
Sydney NSW 2000
Australia

50

Schedule 5                Form of Talon

[On the front of Talon]

COUNTRYWIDE FINANCIAL CORPORATION

[Aggregate Principal Amount of Tranche][Title of Notes]
under the A$3,500,000,000 Medium Term Note Programme

Series No: [ ]

Serial Number of Bearer Note: [ ]

Tranche No: [ ]

Talon for further Coupons

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES FEDERAL INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

After all the Coupons appertaining to the Bearer Note to which this Talon appertains have matured, further Coupons [(including, where appropriate, a Talon for further Coupons)] will be issued at the specified office of the Paying Agent set out in the reverse hereof (or any other or further paying agents and/or specified offices from time to time designated by notice duly given in accordance with the Terms and Conditions applicable to the Bearer Note to which this Talon appertains (which shall be binding on the holder of this Talon whether or not it is for the time being attached to such Bearer Note)) upon production and surrender of this Talon upon and subject to such Terms and Conditions.

Under the said Terms and Conditions, such Bearer Note may, in certain circumstances, fall due for redemption before the original due date for exchange of this Talon and in any such event this Talon shall become void and no exchange shall be made in respect hereof.

51

[On the reverse of Talon]

PAYING AGENT

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
Level 35
AAP Centre
259 George Street
Sydney NSW 2000
Australia

52

Schedule 6                Form of Bearer Exchange Notice

COUNTRYWIDE FINANCIAL CORPORATION

[Aggregate Principal Amount of Tranche][Title of Issue]
under the A$3,500,000,000 Medium Term Note Programme

Series No: [ ]

Tranche No: [ ]

FORM OF BEARER EXCHANGE NOTICE

_________________ being the Noteholder of [ ] principal amount of Registered Notes, hereby exercises the option set out in Condition 17 of the Registered Notes to have such Registered Notes exchanged for Bearer Notes in an aggregate principal amount equal to the principal amount of the Registered Notes being exchanged and directs that such Bearer Notes [be made available for collection by it from the Paying Agent’s specified office/be mailed to the (respective) address(es) of the registered holder(s) as set forth below]*.

Name(s) and address(es) of registered holder(s):

By:
	(duly authorized)

Notes:

1 This notice must be given in respect of Registered Notes with an aggregate principal amount of not less than A$500,000.

2 Bearer Notes are not required to be delivered pursuant to this notice until 120 days after the Noteholder delivers this notice to the Paying Agent, but in no event later than the Maturity Date.

3 This notice must be accompanied by the payment to the Paying Agent of A$7,500 (or such lesser amount specified by the Paying Agent).

* Delete and complete, as appropriate.

53

APPENDIX 1 TO BEARER EXCHANGE NOTICE

This is an Appendix to the Bearer Exchange Notice and sets out the form of the Declaration to be given by the Noteholder of a Bearer Note to the Issuer.

COUNTRYWIDE FINANCIAL CORPORATION

[Aggregate Principal Amount of Tranche][Title of Notes]
under the A$3,500,000,000 Medium Term Note Programme

Series No: [ ]

Tranche No: [ ]

FORM OF EXCHANGE DECLARATION

I declare that I am not an Australian resident, as defined in the Income Tax Assessment Act 1936 (of the Commonwealth of Australia), nor will I otherwise hold the Bearer Notes, to which this declaration applies, in the course of carrying on business in Australia at or through a permanent establishment in Australia.

I further undertake to notify the Issuer if I either:

(a) hold or commence to hold the Bearer Notes, to which this declaration applies, as either:

(i)	an Australian resident, as defined in the Income Tax Assessment Act 1936 (of the Commonwealth of Australia); or
(ii)	otherwise in the course of carrying on business in Australia at or through a permanent establishment in Australia; or

(b) dispose of any part of the beneficial interest in the Bearer Notes, to which this declaration applies, to, at the time of such disposal, either:

(i)	an Australian resident, as defined in the Income Tax Assessment Act 1936 (of the Commonwealth of Australia); or
(ii)	a person who otherwise acquires or would hold the Bearer Notes in the course of carrying on business in Australia at or through a permanent establishment in Australia.

and I undertake to provide such notification (“Notice”) within a reasonable time after the occurrence of either (a) or (b) above and in any case prior to the first Interest Payment Date after that occurrence.

Name and Address:[ ]

Signed:		.
	(duly authorised)

Date: [ ]

54

Appendix 1                Form of Austraclear Certificate

COUNTRYWIDE FINANCIAL CORPORATION
[Aggregate Principal Amount of Tranche] [Title of Notes] (“Registered Notes”)
under the A$3,500,000,000 Medium Term Note Programme

This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organizations appearing in our records as persons being entitled to interest on, or a portion of, the principal amount set forth below (our “Member Organizations”) substantially to the effect set forth in the Pricing Supplement as of the date hereof, [ ] principal amount of the above-captioned Registered Notes (i) is owned by persons that are not citizens or residents of the United States, domestic partnerships, domestic corporations or estates or trusts described in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (taking into account changes thereto and associated effective dates, elections, and transition rules) (“United States persons”), (ii) is owned by United States persons that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1) (“financial institutions”)) purchasing for their own account or for resale, or (b) acquired the Registered Notes through and are holding through on the date hereof (as such terms “acquired through” and “holding through” are described in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(6)) foreign branches of United States financial institutions (and in either case (a) or (b), each such United States financial institution has agreed, on its own behalf or through its agent, that we may advise the Issuer or the Issuer’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States or foreign financial institutions described in clause (iii) above (whether or not also described in clause (i) or (ii)) have certified that they have not acquired the Registered Notes for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions. Any such certification by electronic transmission satisfies the requirements set forth in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(3)(ii). We will retain all certifications from our Member Organizations for the period specified in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(3)(i).

As used herein, “United States” means the United States of America (including the States and the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

We further certify (i) that we are not making available herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) any portion of the Registered Notes excepted in such certifications and (ii) that as of the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements made by such Member Organizations with respect to any portion of the part submitted herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) are no longer true and cannot be relied upon as at the date hereof.

We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorize you to produce this certification to any interested party in such proceedings.

Date: [ ]^*

Austraclear Limited, as operator of the Austraclear System

By:      [authorized signature]

^* To be dated not earlier than the Exchange Date.

55

Appendix 2       Form of Austraclear Participant/Noteholder Certificate

COUNTRYWIDE FINANCIAL CORPORATION
[Aggregate Principal Amount of Tranche] [Title of Notes] (“Registered Notes”)
under the A$3,500,000,000 Medium Term Note Programme

This is to certify that as of the date hereof, and except as set forth below, the above-captioned Registered Notes held by [you for our account/us] (i) are owned by persons that are not citizens or residents of the United States, domestic partnerships, domestic corporations or estates or trusts described in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (taking into account changes thereto and associated effective dates, elections, and transition rules) (“United States persons”), (ii) are owned by United States person(s) that (a) are foreign branches of a United States financial institution (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)) (“financial institutions”) purchasing for their own account or for resale, or (b) acquired the Registered Notes through and are holding through on the date hereof (as such terms “acquired through” and “holding through” are described in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(6)) foreign branches of United States financial institutions (and in either case (a) or (b), each such United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise the Issuer or the Issuer’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the Registered Notes is a United States or foreign financial institution described in clause (iii) above (whether or not also described in clause (i) or (ii)) this is further to certify that such financial institution has not acquired the Registered Notes for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions. Any such certification by electronic transmission satisfies the requirements set forth in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(3)(ii).

As used herein, “United States” means the United States of America (including the States and the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

We undertake to advise you promptly by facsimile or electronic transmission on or prior to [the date on which you intend to submit your certification relating to the Registered Notes held by you for our account in accordance with your operating procedures/ the Exchange Date (as defined in the terms and conditions of the Registered Notes)] if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such date.

This certification excepts and does not relate to [ ] of such interest in the above Registered Notes in respect of which we are not able to certify and as to which we understand exercise of any rights (or collection of any interest) cannot be made until we do so certify.

We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States and, if required shall be retained in the manner specified in such laws. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorize you to produce this certification to any interested party in such proceedings.

Date: [ ]^*

[Account Holder] as or as agent for the beneficial owner of the Registered Notes.

By:     [authorized signature]

^* To be dated not earlier than fifteen days before the Exchange Date or, as the case may be, the relevant Interest Payment Date.

56

Execution page

EXECUTED AS A DEED POLL by	)
	)
COUNTRYWIDE FINANCIAL CORPORATION acting under the authority of that company in the presence of:	) ) )
	)
	)
/s/Derek W. Stark	)	/s/ Eric P. Sieracki
Signature of witness Derek W. Stark Name of witness (block letters)	) ) ) ) )	By executing this deed the authorised signatory states that it has received no notice of revocation of its signing authority

EX-10.104

Exhibit 10.104

Deed Poll Guarantee and Indemnity

relating to the

A$3,500,000,000
Medium Term Note Programme
of Countrywide Financial Corporation

Countrywide Home Loans, Inc. as Guarantor

Mallesons Stephen Jaques
Level 50
Bourke Place
600 Bourke Street
Melbourne Vic 3000
Australia
T +61 3 9643 4000
F +61 3 9643 5999
DX 101 Melbourne
www.mallesons.com
Ref: CET:MMO:MYT

Contents	Deed Poll Guarantee and Indemnity
	1   Interpretation	1
	2   Deed poll	2
	3   Guarantee	2
	4   Undertaking to comply	3
	5   Indemnity	3
	6   Interest on overdue amounts	3
	7   Waiver of rights	3
	8   Continuing security	4
	9   Guarantee not affected	4
	10 Suspension of Guarantor’s rights	4
	11 Reinstatement of guarantee	4
	12 Costs	5
	13 Notices	5
	14 Deposit and production of deed	6
	15 Payments	6
	16 Governing law	6

1

	Deed Poll Guarantee and Indemnity
Date:	29 April 2005
Parties:	COUNTRYWIDE HOME LOANS, INC. (“Guarantor”)
In favour of:	Each person who is from time to time a Noteholder (as defined below).
Recitals:

A.	Under the Dealer Agreement (as defined below), Countrywide Financial Corporation (“Issuer”) has established a programme for the issue of Notes from time to time (“Programme”).
B.	The Guarantor has authorised the giving of this guarantee and indemnity in favour of Noteholders from time to time under the Programme.

1 Interpretation

1.1	Capitalised terms which have a defined meaning in the Note Deed Poll have the same meaning when used in this deed.
1.2	The following words have these meanings in this deed unless the contrary intention appears:
	Bills has the same meaning as “bill of exchange” in the Bills of Exchange Act 1909 of Australia.
	Note Deed Poll means the note deed poll executed by the Issuer in relation to the Programme on or about the date of this deed.
	Overdue Rate means:

(a)	where an overdue rate is specified in the Pricing Supplement for a Note, that rate; or
(b)	in any other case:

(i)

the rate, expressed as a yield per cent per annum (rounded upwards if necessary to two decimal places) calculated by the Programme Manager as the average of the buying rates on the BBSW reference rate page of the Reuters monitor system (or any page which replaces that page) by about 10.30am (Sydney time) on the first day of that period, for Bills having a tenor of equal or as near as possible to the period for which the interest is payable eliminating from the calculation the highest rate so published if one such rate is higher than all the other such rates, and the lowest rate so published if one such rate is lower than all the other such rates; or

(ii)

if less than three such rates are so published at that time on such a day the buying rate available to the Programme

2

Manager at about 11.00 am (Sydney time) on that day, as conclusively determined in good faith by the Programme Manager, for bank accepted Bills having a tenor equal to, or as near as possible to, the period for which interest is payable.

1.3 In this deed unless the contrary intention appears:

(a)	a reference to this deed or another instrument includes any variation or replacement of any of them;
(b)	the singular includes the plural and vice versa; and
(c)	a reference to any thing (including, without limitation, any amount) is a reference to the whole or any part of it and a reference to a group of persons is a reference to all of them collectively, to any two or more of them collectively and to each of them individually.

1.4 Headings are inserted for convenience and do not affect the interpretation of this deed.

2 Deed poll

2.1	This deed is executed as a deed poll. Accordingly, each Noteholder has the benefit of, and is entitled to enforce, this deed even though it is not a party to, or is not in existence at the time of execution and delivery of, this deed.
2.2	Each Noteholder may enforce its rights under this deed independently from each other Noteholder.
2.3	Each Noteholder and any person claiming through or under a Noteholder is bound by this deed. The Notes will be issued on the basis that each Noteholder is taken to have notice of, and be bound by, all the provisions of this deed and the Terms and Conditions.
2.4	The Guarantor is not entitled to assign or transfer all or any of its rights, benefits and obligations under this deed. Each Noteholder is entitled to assign all or any of its rights and benefits under this deed.

3 Guarantee

3.1

The Guarantor irrevocably and unconditionally guarantees to the Noteholders the due and punctual payment of the principal of and interest due on the Notes and of all other amounts payable by the Issuer on the Notes.

3.2

If the Issuer fails for any reason to punctually pay any such principal, interest or other amount payable by the Issuer on the Notes, the Guarantor agrees to cause each such payment to be made as if the Guarantor instead of the Issuer were expressed to be the primary obligor of the relevant Note, and not merely as surety (but without affecting the Issuer’s obligations) to the intent that Noteholders receive

3

the same amounts in respect of principal, interest or such other amount as would have been receivable had the payments been made by the Issuer.

3.3 The obligations of the Guarantor under this deed constitute direct, unconditional, unsubordinated and unsecured obligations of the Guarantor and rank pari passu and (except for liabilities manditorily preferred by law) equally with all other unsecured and unsubordinated obligations of the Guarantor, from time to time outstanding.

4 Undertaking to comply

The Guarantor undertakes to comply with its obligations under the Terms and Conditions.

5 Indemnity

If any payment received by any Noteholder in relation to the Notes (whether on the subsequent bankruptcy, insolvency or corporate reorganisation of the Issuer or, without limitation, on any other event) is avoided or set aside for any reason, such payment does not discharge or diminish the liability of the Guarantor and this guarantee continues to apply as if such payment had at all times remained owing by the Issuer and the Guarantor indemnifies the Noteholders in respect of such payment provided that the obligations of the Guarantor under this clause 5, as regards each payment made to any Noteholder, which is avoided or set aside, are contingent upon such payment being reimbursed to the Issuer or other persons entitled through the Issuer.

6 Interest on overdue amounts

The Guarantor agrees to pay interest on any amount payable under this deed from when the amount becomes due for payment until it is paid in full. Accumulated interest is payable at the end of each calendar month. The interest rate to be applied to each daily balance is the higher of:

(a)	the Overdue Rate on the date that the money becomes due and payable but is unpaid and each date falling 30 days after that date; and
(b)	the rate fixed or payable under a judgment.

7 Waiver of rights

The Guarantor waives any right it has of first requiring the Noteholders to commence proceedings or enforce any other right against the Issuer or any other person before claiming under this deed.

4

8 Continuing security

This deed is a continuing security and is not discharged by any one payment.

9 Guarantee not affected

The liabilities of the Guarantor under this deed as a guarantor, indemnifier or principal debtor and the rights of the Noteholders under this deed are not affected by anything which might otherwise affect them at law or in equity including, but not limited to, one or more of the following:

(a)	a Noteholder granting time or other indulgence to, compounding or compromising with or releasing the Issuer;
(b)	acquiescence, delay, acts, omissions or mistakes on the part of a Noteholder;
(c)	any novation of a right of a Noteholder;
(d)	any variation of a right of a Noteholder; or
(e)	the invalidity or unenforceability of an obligation or liability of a person other than the Guarantor.

10 Suspension of Guarantor’s rights

The Guarantor may not, without the consent of the Noteholders:

(a)	raise a set-off or counterclaim available to it or the Issuer against a Noteholder in reduction of its liability under this deed;
(b)	claim to be entitled by way of contribution, indemnity, subrogation, marshalling or otherwise to the benefit of any security or guarantee held by a Noteholder in connection with the Transaction Documents; or
(c)	prove in competition with the Noteholders if a liquidator, provisional liquidator, receiver, administrator or trustee in bankruptcy is appointed in respect of the Issuer or the Issuer is otherwise unable to pay its debts when they fall due,
	until all money payable to the Noteholders in connection with the Transaction Documents is paid.

11 Reinstatement of guarantee

If a claim that a payment or transfer to a Noteholder in connection with a Note or this deed is void or voidable (including, but not limited to, a claim under laws relating to liquidation, administration, insolvency or protection of creditors) is upheld, conceded or compromised then that Noteholder is entitled immediately as against

5

the Guarantor to the rights to which it would have been entitled under this deed if the payment or transfer had not occurred.

12 Costs

The Guarantor agrees to pay or reimburse Noteholders on demand for:

(a)	the Noteholder’s properly incurred costs, charges and expenses in making, enforcing and doing anything in connection with this deed including, but not limited to, legal costs and expenses on a full indemnity basis; and
(b)	all stamp duties, fees, taxes and charges which are payable in connection with this deed or a payment, receipt or other transaction contemplated by it.
Money paid to a Noteholder by the Guarantor must be applied first against payment of costs, charges and expenses under this clause then against other obligations under this deed.

13 Notices

13.1 All notices to Noteholders with respect to this deed are valid if:

(a)	made by an advertisement published in The Australian Financial Review or any other newspaper or newspapers circulated in Australia generally; or
(b)	made by prepaid post or delivery to the address of each Noteholder or any relevant Noteholder as shown in the Register at the close of business three Business Days prior to the dispatch of the relevant notice or communication.

13.2 All notices, requests, demands, consents, approvals, agreements or other communications to the Guarantor under this deed must be in writing left at the address of the addressee or sent by prepaid ordinary post (airmail if outside Australia) to the address of the addressee or by facsimile to the facsimile number of the addressee set out below:

Address:	Countrywide Home Loans, Inc.
	4500 Park Granada, MS: CH-43A
	Calabasas
	California 91302
	U.S.A.
Telephone:	001 818 225 3001
Facsimile:	001 818 225 4041
Attention:	Jennifer Sandefur
	Senior Managing Director and Treasurer

or such other address or facsimile number as the Guarantor may notify to the Noteholders from time to time.

6

13.3	Unless a later time is specified in it a notice or other communication takes effect from the time it is received, except that if it is received after 5.00pm in the place of receipt or on a non-business day in that place, it is to be taken to be received at 9.00am on the next succeeding Business Day in that place.
13.4	Subject to clause 13.3, proof of posting of a letter or of dispatch of a facsimile or of publication of a notice is proof of receipt:

(a)	in the case of a letter, on the third day after posting; and
(b)	in the case of a facsimile, on receipt by the sender of a successful transmission report; and
(c)	in the case of publication, on the date of such publication.

14 Deposit and production of deed

14.1	This deed must be deposited with and held by the Registrar for so long as any claim made against the Issuer or the Guarantor by any Noteholder in relation to the Notes or this deed has not been finally adjudicated, settled or discharged.
14.2	The Guarantor acknowledges the right of every Noteholder to the production of this deed in accordance with clause 4.9 of the Agency Services Agreement.

15 Payments

15.1	All payments by the Guarantor under this deed must be made in full, without set-off or counterclaim and, subject to clause 15.2, free and clear of any deductions or withholdings in the same manner and currency which the Issuer is (or would have been but for the occurrence of any insolvency event) required to pay under the Notes.
15.2	If at any time, the Guarantor is required by law to make any deduction or withholding for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of the United States of America or any political subdivision or any authority thereof or therein having power to tax from any payments due under this deed to a Noteholder, the sum due from the Guarantor in respect of such payment shall be increased in accordance with and subject to the exceptions set out in Condition 9.1 (Additional amounts).
15.3	All payments by the Guarantor under this deed are subject in all cases to applicable provisions of fiscal and other laws, regulations and directives.

16 Governing law

16.1 This deed is governed by the law in force in New South Wales.

16.2 The Guarantor irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales and

7

courts of appeal from them in relation to any action (including, without limitation, any writ of summons or other originating process or any third or other party notice) arising out of or in relation to this deed. The Guarantor waives any right it has to object to an action being brought in those courts, to claim that the action has been brought in an inconvenient forum, or to claim that those courts do not have jurisdiction.

16.3

Without preventing any other mode of service, any document in an action (including, without limitation, any writ of service of summons or other originating process or any third or other party notice) arising out of or in relation to this deed may be served on the Guarantor by being left for the Guarantor with its process agent referred to in clause 16.4.

16.4

The Guarantor has appointed Dabserv Corporate Services Pty Ltd (ABN 73 001 824 111) currently c/- Mallesons Stephen Jaques, Governor Phillip Tower, 1 Farrer Place, Sydney, NSW 2000, Australia as its agent to receive any document referred to in clause 16.3. If for any reason that person ceases to be able to act as such, the Guarantor will immediately appoint another person with an office located in the Commonwealth of Australia to receive any such document and promptly notify Noteholders of such appointment.

EXECUTED as a deed poll by the Guarantor

8

Execution page

EXECUTED AS A DEED POLL by	)
	)
	)
for COUNTRYWIDE HOME LOANS, INC.	)
acting under the authority of that	)
company	)	/s/ Eric P. Sieracki
in the presence of:	)	By executing this deed
	)	the authorised signatory
/s/ Derek W. Stark	)	states that it has
Signature of witness	)	received no notice of
	)	revocation of its signing
Derek W. Stark	)	authority
Name of witness (block letters)	)

EX-12.1

EXHIBIT 12.1

COUNTRYWIDE FINANCIAL CORPORATION AND SUBSIDIARIES

EXHIBIT 12.1 — COMPUTATION OF THE RATIO OF EARNINGS TO FIXED CHARGES
(Dollar amounts in thousands)

The following table sets forth the ratio of earnings to fixed charges of the Company for the six months ended June 30, 2005 and 2004, the years ended December 31, 2004, 2003, and 2002, ten-month period ended December 31, 2001, and the fiscal year ended February 28, 2001 computed by dividing net fixed charges (interest expense on all debt plus the interest element (one-third) of operating leases) into earnings (earnings before income taxes and fixed charges).

	Six Months Ended				Year Ended						Ten Months Ended		Fiscal Year Ended
	June 30,				December 31,						December 31,		February 28,
(Dollars are in thousands)	2005		2004		2004		2003		2002		2001		2001
Net earnings	$	1,255,310	$	1,329,668	$	2,197,574	$	2,372,950	$	841,779	$	486,006	$	374,153
Income tax expense		828,568		837,491		1,398,299		1,472,822		501,244		302,613		211,882
Interest expense		2,225,171		1,093,333		2,608,338		1,940,207		1,461,066		1,474,719		1,330,724
Interest portion of rental expense		47,308		26,540		53,562		36,565		26,671		16,201		17,745
Earnings available to cover fixed charges	$	4,356,357	$	3,287,032	$	6,257,773	$	5,822,544	$	2,830,760	$	2,279,539	$	1,934,504
Fixed charges:
Interest expense	$	2,225,171	$	1,093,333	$	2,608,338	$	1,940,207	$	1,461,066	$	1,474,719	$	1,330,724
Interest portion of rental expense		47,308		26,540		53,562		36,565		26,671		16,201		17,745
Total fixed charges	$	2,272,479	$	1,119,873	$	2,661,900	$	1,976,772	$	1,487,737	$	1,490,920	$	1,348,469
Ratio of earnings to fixed charges		1.92		2.94		2.35		2.95		1.90		1.53		1.43

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Angelo R. Mozilo, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Countrywide Financial Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2005

/s/ Angelo R. Mozilo

Angelo R. Mozilo

Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Eric P. Sieracki, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Countrywide Financial Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2005

/s/ Eric P. Sieracki Eric P. Sieracki

Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report on Form 10-Q of Countrywide Financial Corporation (the “Company”) for the quarter ended June 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Angelo R. Mozilo, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Angelo R. Mozilo Angelo R. Mozilo

Chief Executive Officer

August 5, 2005

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Countrywide Financial Corporation and will be retained by Countrywide Financial Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report on Form 10-Q of Countrywide Financial Corporation (the “Company”) for the quarter ended June 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Eric P. Sieracki, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Eric P. Sieracki Eric P. Sieracki

Chief Financial Officer

August 5, 2005

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Countrywide Financial Corporation and will be retained by Countrywide Financial Corporation and furnished to the Securities and Exchange Commission or its staff upon request.