8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 11, 2003

Countrywide Financial Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction
of Incorporation) 1-8422
(Commission File Number) 13-2641992
(IRS Employer
Identification No.)

4500 Park Granada, Calabasas, California 91302
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code:
(818) 225-3000

N/A
(Former Name or Former Address, if Changed since Last Report)

TABLE OF CONTENTS

	Item 5. Other Events
EXHIBIT INDEX
Exhibit 1.4
Exhibit 4.26
Exhibit 4.27
Exhibit 4.28
Exhibit 4.29
Exhibit 8.2

Item 5.      Other Events.

     Exhibits are filed herewith in connection with the issuance on April 11, 2003 by Countrywide Capital IV, a Delaware statutory trust, of 20,000,000 of its 6.75% Trust Preferred Securities (liquidation preference $25 per Trust Preferred Security) and by Countrywide Financial Corporation and Countrywide Home Loans, Inc. of guarantees related thereto pursuant to the Registration Statement on Form S-3 (File Nos. 333-103623, 333-103623-01, 333-103623-03 and 333-103623-03).

Exhibits

Exhibit
1.4	Underwriting Agreement, dated April 4, 2003, regarding the 6.75% Trust Preferred Securities to be issued by Countrywide Capital IV.
4.26	Indenture, dated as of April 11, 2003, by and among Countrywide Financial Corporation, Countrywide Home Loans, Inc. and The Bank of New York, as Trustee.
4.27	First Supplemental Indenture, dated as of April 11, 2003, by and among Countrywide Financial Corporation, Countrywide Home Loans, Inc. and The Bank of New York, as Trustee, providing for the 6.75% Junior Subordinated Deferrable Interest Debentures Due April 1, 2033 of Countrywide Financial Corporation and the related guarantee by Countrywide Home Loans, Inc.
4.28	Amended and Restated Declaration of Trust of Countrywide Capital IV, dated as of April 11, 2003, by and among Sandor E. Samuels, Thomas K. McLaughlin and Jennifer Sandefur, as Regular Trustees, The Bank of New York (Delaware), as Delaware Trustee, The Bank of New York, as Institutional Trustee, Countrywide Financial Corporation, as Sponsor and Debenture Issuer, and Countrywide Home Loans, Inc., as Debenture Guarantor.
4.29	Preferred Securities Guarantee Agreement, dated as of April 11, 2003, by and among Countrywide Financial Corporation, as Guarantor, Countrywide Home Loans, Inc., as Guarantor, and The Bank of New York, as Preferred Guarantee Trustee.
4.30	Form of 6.75% Trust Preferred Security (liquidation amount $25 per Trust Preferred Security) of Countrywide Capital IV (included in Exhibit 4.28).
4.31	Form of 6.75% Junior Subordinated Deferrable Interest Debenture Due April 1, 2033 of Countrywide Financial Corporation and the related guarantee by Countrywide Home Loans, Inc. (included in Exhibit 4.27).
8.2	Opinion of Munger, Tolles & Olson LLP as to certain tax matters.
23.5	Consent of Munger, Tolles & Olson LLP (included in Exhibit 8.2).

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     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COUNTRYWIDE FINANCIAL CORPORATION
Date: April 11, 2003	By:	/s/ Stanford L. Kurland
	Name: Stanford L. Kurland
	Title: Executive Managing Director and Chief Operating Officer

3

EXHIBIT INDEX

Exhibit No.
1.4	Underwriting Agreement, dated April 4, 2003, regarding the 6.75% Trust Preferred Securities to be issued by Countrywide Capital IV.
4.26	Indenture, dated as of April 11, 2003, by and among Countrywide Financial Corporation, Countrywide Home Loans, Inc. and The Bank of New York, as Trustee.
4.27	First Supplemental Indenture, dated as of April 11, 2003, by and among Countrywide Financial Corporation, Countrywide Home Loans, Inc. and The Bank of New York, as Trustee, providing for the 6.75% Junior Subordinated Deferrable Interest Debentures Due April 1, 2033 of Countrywide Financial Corporation and the related guarantee by Countrywide Home Loans, Inc.
4.28	Amended and Restated Declaration of Trust of Countrywide Capital IV, dated as of April 11, 2003, by and among Sandor E. Samuels, Thomas K. McLaughlin and Jennifer Sandefur, as Regular Trustees, The Bank of New York (Delaware), as Delaware Trustee, The Bank of New York, as Institutional Trustee, Countrywide Financial Corporation, as Sponsor and Debenture Issuer, and Countrywide Home Loans, Inc., as Debenture Guarantor.
4.29	Preferred Securities Guarantee Agreement, dated as of April 11, 2003, by and among Countrywide Financial Corporation, as Guarantor, Countrywide 1 Home Loans, Inc., as Guarantor, and The Bank of New York, as Preferred Guarantee Trustee.
4.30	Form of 6.75% Trust Preferred Security (liquidation amount $25 per Trust Preferred Security) of Countrywide Capital IV (included in Exhibit 4.28).
4.31	Form of 6.75% Junior Subordinated Deferrable Interest Debenture Due April 1, 2033 of Countrywide Financial Corporation and the related guarantee by Countrywide Home Loans, Inc. (included in Exhibit 4.27).
8.2	Opinion of Munger, Tolles & Olson LLP as to certain tax matters.
23.5	Consent of Munger, Tolles & Olson LLP (included in Exhibit 8.2).

EX-1.4

                                                                     EXHIBIT 1.4

                             COUNTRYWIDE CAPITAL IV

                   20,000,000 6.75% Trust Preferred Securities

                            $25.00 Liquidation amount
   guaranteed to the extent set forth in the Prospectus referred to herein by

                      COUNTRYWIDE FINANCIAL CORPORATION AND
                          COUNTRYWIDE HOME LOANS, INC.

                             UNDERWRITING AGREEMENT

                                                                   April 4, 2003

Morgan Stanley & Co. Incorporated
Salomon Smith Barney Inc.
Countrywide Securities Corporation
Merrill Lynch, Pierce, Fenner & Smith
            Incorporated
Wachovia Securities, Inc.
Banc of America Securities LLC
Banc One Capital Markets, Inc.
J.P. Morgan Securities Inc.,
as Representatives of the several Underwriters

c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

and

c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

                  Countrywide Capital IV (the "Trust"), a statutory trust
organized under the Statutory Trust Act (the "Delaware Act") of the State of
Delaware (Chapter 38, Title 12, of the Delaware Business Code, 12 Del. C.
Section 3801 et seq.), proposes, upon the terms and conditions set forth herein,
to issue and sell 20,000,000 6.75% Trust Preferred Securities with an aggregate
liquidation amount equal to $500,000,000 (the "Trust Preferred Securities") to
the several Underwriters named in Schedule I hereto (the "Underwriters"), for
whom you (the "Representatives") are acting as representatives.



                  The Trust Preferred Securities and the Common Securities (as
defined herein) are to be issued pursuant to the terms of a declaration of
trust, dated as of November 21, 2001, to be amended and restated as of the
Closing Date (as defined in Section 4 hereof) (the "Declaration"), among
Countrywide Financial Corporation ("CFC"), Countrywide Home Loans, Inc. ("CHL",
and together with the Trust and CFC, the "Offerors"), the trustees named therein
(the "Countrywide Capital Trustees") and the holders from time to time of
undivided beneficial interests in the assets of the Trust. The Declaration is
qualified as an indenture under the Trust Indenture Act of 1939, as amended
(together with the rules and regulations thereunder, the "1939 Act"). Pursuant
to the Declaration, the number of Countrywide Capital Trustees will initially be
five. Three of the Countrywide Capital Trustees (the "Regular Trustees") will be
persons who are employees or officers of CFC. The fourth Countrywide Capital
Trustee will be a financial institution unaffiliated with CFC that will serve as
property trustee under the Declaration and as indenture trustee with respect to
the Trust Preferred Securities for purposes of the 1939 Act (the "Institutional
Trustee"). The fifth Countrywide Capital Trustee will be a financial institution
or an affiliate thereof which maintains a principal place of business in the
State of Delaware, meeting the requirements of the Delaware Act (the "Delaware
Trustee"). Initially, The Bank of New York, a New York banking corporation, will
act as the Institutional Trustee and The Bank of New York (Delaware), a banking
association with its principal place of business in the State of Delaware, will
act as the Delaware Trustee until removed or replaced by the holder of the
Common Securities. The Trust Preferred Securities will, jointly and severally,
be guaranteed by CFC and CHL on a subordinated basis with respect to
distributions and payments upon liquidation, redemption or otherwise pursuant to
the Preferred Securities Guarantee Agreement, to be dated as of the Closing
Date, (the "Trust Preferred Securities Guarantee") among CFC, CHL and The Bank
of New York, as Trustee (the "Trust Preferred Securities Guarantee Trustee").
The assets of the Trust will consist of $500,000,000 aggregate principal amount
of 6.75% Junior Subordinated Debentures due 2033 (the "Subordinated Debentures")
of CFC which will be issued under an indenture, dated as of the Closing Date, as
supplemented by a first supplemental indenture thereto, to be dated as of the
Closing Date (together, the "Indenture"), among CFC, CHL and The Bank of New
York, as Trustee (the "Indenture Trustee"). Pursuant to the Indenture, the
Subordinated Debentures will be guaranteed by CHL on a subordinated basis with
respect to the due and punctual payment of the principal and interest on the
Subordinated Debentures (the "Debenture Guarantee"). Under certain
circumstances, the Subordinated Debentures will be distributable to the holders
of undivided beneficial interests in the assets of the Trust. The Trust
Preferred Securities, the Trust Preferred Securities Guarantee, the Debenture
Guarantee and the Subordinated Debentures are referred to herein as the
"Securities."

                  The Offerors wish to confirm as follows their agreement with
you and the other several Underwriters on whose behalf you are acting, in
connection with the several purchases of the Trust Preferred Securities by the
Underwriters.

                  1.       Registration Statement and Prospectus. The Offerors
have prepared and filed with the Securities and Exchange Commission (the
"Commission") in accordance with the provisions of the Securities Act of 1933,
as amended, and the rules and regulations of the Commission thereunder
(collectively, the "Securities Act"), a registration statement on Form S-3 (File
No. 333-103623) under the Securities Act, including a base prospectus relating
to the Securities. The term "Registration Statement" as used in this Agreement
means such registration

                                        2



statement (including all financial schedules and exhibits), as amended at the
time it became effective. If an additional registration statement is prepared
and filed with the Commission in accordance with Rule 462(b) under the
Securities Act (an "Additional Registration Statement"), the term "Registration
Statement" as used in this Agreement includes the Additional Registration
Statement. The term "Base Prospectus" as used in this Agreement means the
prospectus relating to the Securities in the form included in the Registration
Statement. The term "Prospectus" as used in this Agreement means the Base
Prospectus relating to the Trust Preferred Securities as amended to include the
terms of the Trust Preferred Securities by the Prospectus Supplement dated April
4, 2003 (the "Prospectus Supplement"), in the form first filed with the
Commission pursuant to Rule 424(b) under the Securities Act. Any reference in
this Agreement to the Registration Statement or the Prospectus shall be deemed
to refer to and include the documents incorporated by reference therein pursuant
to Form S-3 under the Securities Act, as of the date of the Registration
Statement or the Prospectus, as the case may be, and any reference to any
amendment or supplement to the Registration Statement or the Prospectus shall be
deemed to refer to and include any documents filed after such date under the
Securities Exchange Act of 1934, as amended, and the rules and regulations of
the Commission thereunder (collectively, the "Exchange Act") which, upon filing,
are incorporated by reference therein, as required by Form S-3. As used herein,
the term "Incorporated Documents" means the documents which at the time are
incorporated by reference in the registration statement, the Registration
Statement, the Prospectus, or any amendment or supplement thereto.

                  2.       Agreements to Sell and Purchase. The Trust hereby
agrees, subject to all the terms and conditions set forth herein, to issue and
sell to each Underwriter and, upon the basis of the representations, warranties
and agreements of the Offerors herein contained and subject to all the terms and
conditions set forth herein, each Underwriter agrees, severally and not jointly,
to purchase from the Trust, at a purchase price of $25.00 per Trust Preferred
Security, the number of Trust Preferred Securities set forth opposite the name
of such Underwriter in Schedule I hereto (or such number of Trust Preferred
Securities increased as set forth in Section 10 hereof).

                  CFC agrees that, in view of the fact that the proceeds of the
sale of the Trust Preferred Securities will be invested in the Subordinated
Debentures, it shall pay to the Underwriters as compensation ("Underwriters'
Compensation") for their arranging the investment of the proceeds therein, on
the Closing Date, $0.7875 per Trust Preferred Security.

                  3.       Terms of Public Offering. The Offerors have been
advised by you that the Underwriters propose to make a public offering of their
respective portions of the Trust Preferred Securities as soon as the
Underwriters deem advisable after this Agreement has been executed and
delivered. The entire proceeds from the sale of the Trust Preferred Securities
will be combined with the entire proceeds from the sale by the Trust to CFC of
its common securities (the "Common Securities"), and will be used by the Trust
to purchase Subordinated Debentures in a principal amount equal to such
proceeds.

                  4.       Delivery of the Trust Preferred Securities and
Payment Therefor. Delivery to the Underwriters of and payment for the Trust
Preferred Securities shall be made at the office of Sidley Austin Brown & Wood
LLP, 787 Seventh Avenue, New York, New York

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10019, at 9:30 A.M., New York City time, on April 11, 2003 (the "Closing Date").
The place of closing for the Trust Preferred Securities and the Closing Date may
be varied by written agreement between you and CFC.

                  The Trust Preferred Securities shall be delivered to you for
the accounts of the several Underwriters registered in the name of Cede & Co.,
as nominee for The Depository Trust Company, against payment of the purchase
price therefor in immediately available funds. The Trust Preferred Securities to
be delivered to the Underwriters shall be made available to you in New York City
for inspection and packaging not later than 9:30 A.M., New York City time, on
the business day next preceding the Closing Date.

                  5.       Agreements of the Offerors and the Underwriters. (a)
The Offerors jointly and severally agree with the several Underwriters as
follows:

                           (i)      Prior to the termination of the offering of
                  the Trust Preferred Securities, the Offerors will not file any
                  amendment to the Registration Statement or supplement to the
                  Prospectus (except for a supplement relating to an offering of
                  securities other than the Trust Preferred Securities) unless
                  the Offerors have furnished to the Underwriters a copy for
                  their review prior to filing and will not file any such
                  proposed amendment or supplement to which the Underwriters may
                  reasonably object. Subject to the foregoing sentence, the
                  Offerors will cause the Prospectus to be filed with the
                  Commission as required pursuant to Rule 424. CFC and CHL will
                  promptly advise the Underwriters (A) when any amendment or
                  supplement to the Prospectus shall have been filed with the
                  Commission pursuant to Rule 424 under the Securities Act, (B)
                  when any amendment to the Registration Statement shall have
                  become effective, (C) of any request by the Commission for any
                  amendment to the Registration Statement or amendment to or
                  supplement to the Prospectus or for any additional
                  information, (D) of the issuance by the Commission of any stop
                  order suspending the effectiveness of the Registration
                  Statement or the institution or threatening of any proceeding
                  for that purpose and (E) of the receipt by the Offerors of any
                  notification with respect to the suspension of the
                  qualification of the Securities for sale in any jurisdiction
                  or the initiation or threatening of any proceeding for such
                  purpose. The Offerors will use their best efforts to prevent
                  the issuance of any such stop order and, if issued, to obtain
                  as soon as possible the withdrawal thereof.

                           (ii)     If, at any time when a prospectus relating
                  to the Securities is required to be delivered under the
                  Securities Act, any event occurs as a result of which the
                  Registration Statement, as then amended, or the Prospectus, as
                  then supplemented, would include any untrue statement of a
                  material fact or omit to state any material fact necessary to
                  make the statements therein, in the light of the circumstances
                  under which they were made, not misleading, any facts or
                  events arise which, individually or in the aggregate, would
                  represent a fundamental change in the information set forth in
                  the Registration Statement or the Prospectus, or if it shall
                  be necessary to amend the Registration Statement or to
                  supplement the Prospectus to comply with the Securities Act or
                  the Exchange

                                        4



                  Act, the Offerors promptly will (A) prepare and file with the
                  Commission, subject to the first sentence of paragraph (i) of
                  this Section 5(a), an amendment or supplement which will
                  correct such statement or omission or an amendment or
                  supplement which will effect such compliance and (B) will
                  supply any such amended or supplemented Prospectus to the
                  Underwriters in such quantities as the Underwriters may
                  reasonably request.

                           (iii)    As soon as practicable, CFC will make
                  generally available to the holders of the Trust Preferred
                  Securities and to the Underwriters an earnings statement which
                  will satisfy the provisions of Section 11(a) of the Securities
                  Act and Rule 158 under the Securities Act.

                           (iv)     The Offerors will furnish to the
                  Underwriters and their counsel, without charge, copies of the
                  Registration Statement (including exhibits thereto) and each
                  amendment thereto which shall become effective and, so long as
                  delivery of a prospectus may be required by the Securities
                  Act, as many copies of the Prospectus and any amendments
                  thereof and supplements thereto as the Underwriters may
                  reasonably request.

                           (v)      The Offerors will arrange for the
                  qualification of the Securities for sale under the laws of
                  such jurisdictions as the Underwriters may designate, will
                  maintain such qualifications in effect so long as required for
                  the distribution of the Securities and will arrange for the
                  determination of the legality of the Securities.

                           (vi)     Each of CFC and CHL agree, during the period
                  beginning on the date of this Agreement and continuing to and
                  including the date that is 30 days after the Closing Date, not
                  to offer, sell, contract to offer, sell or otherwise dispose
                  of any preferred securities, any preferred stock or any other
                  securities (including any backup undertakings for such
                  preferred stock or other securities) of CFC or CHL, in each
                  case that are substantially similar to the Trust Preferred
                  Securities, the Trust Preferred Securities Guarantee or the
                  Debenture Guarantee or any securities convertible into or
                  exchangeable for the aforementioned securities, or such
                  substantially similar securities of CFC or CHL, except the
                  Trust Preferred Securities or securities issued pursuant to
                  CFC's or CHL's stock option or other benefit or incentive
                  plans maintained for its officers, directors or employees,
                  without the prior written consent of Salomon Smith Barney Inc.
                  and Morgan Stanley & Co. Incorporated.

                           (vii)    The Trust will apply the net proceeds from
                  the sale of the Trust Preferred Securities, and CFC will apply
                  the net proceeds from the sale of the Subordinated Debentures,
                  substantially in accordance with the description set forth in
                  the Prospectus.

                           (viii)   In the case of CFC, to issue the Trust
                  Preferred Securities Guarantee and the Subordinated Debentures
                  concurrently with the issuance and sale of the Trust Preferred
                  Securities as contemplated herein.

                                        5



                           (ix)     In the case of CHL, to issue the Trust
                  Preferred Securities Guarantee and the Debenture Guarantee
                  concurrently with the issuance and sale of the Trust Preferred
                  Securities as contemplated herein.

                           (x)      CFC will use its best efforts to list,
                  subject to notice of issuance, (A) the Trust Preferred
                  Securities and (B) the Subordinated Debentures, upon the
                  liquidation of the Trust to holders of the Trust Preferred
                  Securities, in each case on the New York Stock Exchange.

                  (b)      The Underwriters will undertake to sell the Trust
         Preferred Securities to a minimum of 400 beneficial holders, in order
         to satisfy one of the requirements for listing the Trust Preferred
         Securities on the New York Stock Exchange.

                  6.       Representations and Warranties of the Offerors. The
Offerors jointly and severally represent and warrant to each Underwriter as of
the date hereof and as of the Closing Date, and agree with, each Underwriter
that:

                  (a)      The Offerors meet the requirements for use of Form
         S-3 under the Securities Act and have filed the Registration Statement
         with the Commission, which Registration Statement has been declared
         effective by the Commission. Such Registration Statement, as it may be
         amended or supplemented, meets the requirements set forth in Rule
         415(a)(1)(x) and (a)(2) of the rule under the Securities Act, and
         complies in all other material respects with, said Rule.

                  (b)      The Registration Statement, at the time the
         Registration Statement became effective and at the Closing Date,
         complied or will comply, as the case may be, in all material respects
         with the applicable requirements of the Securities Act, the 1939 Act,
         and the Exchange Act and did not and will not contain, as the case may
         be, any untrue statement of a material fact or omit to state any
         material fact required to be stated therein or necessary to make the
         statements therein not misleading. Neither the Prospectus nor any
         amendment or supplement thereto at the time the Prospectus or any such
         amendment or supplement was issued and on the Closing Date, contained
         or will contain, as the case may be, any untrue statement of a material
         fact or omit to state any material fact required to be stated therein
         or necessary in order to make the statements therein, in the light of
         the circumstances under which they were made, not misleading; provided,
         however, that the representations or warranties in this subsection
         shall not apply to (a) that part of the Registration Statement which
         shall constitute the Statement of Eligibility on Form T-1 under the
         1939 Act of the Institutional Trustee, the Trust Preferred Securities
         Guarantee Trustee and the Indenture Trustee or (b) the information
         contained in or omitted from the Registration Statement or the
         Prospectus or any amendment thereof or supplement thereto in reliance
         upon and in conformity with information furnished in writing to the
         Offerors by any of you specifically for use in connection with the
         preparation of the Prospectus or any amendment thereof or supplement
         thereto.

                  (c)      Neither CFC or CHL nor any of their respective
         subsidiaries is in violation of its corporate charter or bylaws or in
         default under any agreement, indenture or

                                        6



         instrument to which CFC or CHL or any of their respective subsidiaries
         is a party, the effect of which violation or default would be material
         to CFC or CHL and their respective subsidiaries considered as a whole;
         the execution, delivery and performance of this Agreement, the
         Indenture, the Declaration, the Trust Preferred Securities Guarantee,
         the Debenture Guarantee and consummation of the transactions
         contemplated hereunder and thereunder will not conflict with, result in
         the creation or imposition of any lien, charge or encumbrance upon any
         of the assets of CFC or CHL or any of their respective subsidiaries
         pursuant to the terms of, or constitute a default under, any agreement,
         indenture or instrument, or result in a violation of the charter or
         by-laws of CFC or CHL or any order, rule or regulation of any court or
         governmental agency having jurisdiction over CFC, CHL or any of their
         respective subsidiaries; and except as required by the Securities Act,
         the 1939 Act, the Exchange Act and applicable state securities laws, no
         consent, authorization or order of, or filing or registration with, any
         court or governmental agency is required for the execution, delivery
         and performance of this Agreement, the Indenture, the Declaration, the
         Trust Preferred Securities Guarantee and the Debenture Guarantee.

                  (d)      Except as described in or contemplated by the
         Registration Statement and the Prospectus, there has not been any
         material adverse change in, or any adverse development which materially
         affects, the business, properties, financial condition or results of
         operations of CHL or CFC and its subsidiaries considered as a whole
         since the dates as of which information is given in the Registration
         Statement and the Prospectus.

                  (e)      Grant Thornton LLP, whose reports have been included
         in the Prospectus and incorporated by reference or included in CFC's
         most recent Annual Report on Form 10-K, which is incorporated by
         reference in the Prospectus, are independent public accountants as
         required by the Securities Act.

                  (f)      This Agreement has been duly authorized, executed and
         delivered by CFC, CHL and the Trust.

                  (g)      (i) Each of the Indenture and the Trust Preferred
         Securities Guarantee has been duly authorized by CFC and CHL and at the
         Closing Date will have been validly executed and delivered by CFC and
         CHL and each, when so executed (assuming the due authorization,
         execution and delivery of such instrument by each other party thereto),
         will constitute the legally binding obligation of CFC and CHL,
         respectively, enforceable in accordance with its terms subject to
         bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
         conveyance, moratorium or other laws affecting creditors' rights
         generally and general principles of equity; and each of the Indenture
         and the Trust Preferred Securities Guarantee has been duly qualified
         under the 1939 Act, (ii) the Subordinated Debentures have been duly
         authorized and, when validly executed and delivered by CFC,
         authenticated in accordance with the provisions of the Indenture and
         delivered to the Trust against payment therefor in accordance with the
         terms hereof, will constitute legally binding obligations of CFC
         enforceable in accordance with their terms subject to bankruptcy,
         insolvency, reorganization, fraudulent transfer, fraudulent conveyance,
         moratorium or other laws affecting creditors' rights generally and
         general

                                        7



         principles of equity and the holders of the Subordinated Debentures
         will be entitled to the benefits of the Indenture, (iii) the Debenture
         Guarantee has been duly authorized and when validly executed and
         delivered by CHL, authenticated in accordance with the provisions of
         the Indenture and, upon delivery of the Subordinated Debentures to the
         Trust against payment therefor as provided in this Agreement, will
         constitute a legally binding obligation of CHL, enforceable in
         accordance with its terms subject to bankruptcy, insolvency,
         reorganization, fraudulent transfer, fraudulent conveyance, moratorium
         or other laws affecting creditors' rights generally and general
         principles of equity and the holders of the Subordinated Debentures
         upon which the Debenture Guarantee is endorsed will be entitled to the
         benefits of the Indenture, (iv) the Declaration has been duly
         authorized by each of CFC and CHL and at the Closing Date will have
         been validly executed and delivered by the Regular Trustees named
         therein and CFC and CHL, and the Declaration, when so executed
         (assuming the due authorization, execution and delivery of such
         instrument by each other party thereto), will constitute the legally
         binding obligation of CFC and CHL, respectively, enforceable in
         accordance with its terms subject to bankruptcy, insolvency,
         reorganization, fraudulent transfer, fraudulent conveyance, moratorium
         or other laws affecting creditors' rights generally and general
         principles of equity; and the Declaration has been duly qualified under
         the 1939 Act, and (v) the Indenture, the Declaration, the Trust
         Preferred Securities, the Subordinated Debentures, the Trust Preferred
         Securities Guarantee and the Debenture Guarantee conform, in each case
         in all material respects, to the descriptions thereof contained in the
         Prospectus.

                  (h)      The Trust Preferred Securities have been duly and
         validly authorized by the Declaration and, when validly executed and
         delivered by the Trust, authenticated in accordance with the provisions
         of the Declaration and delivered to you against payment therefor in
         accordance with the terms hereof, will be validly issued and will be
         fully paid and non-assessable undivided beneficial interests in the
         assets of the Trust and will be entitled to the benefits of the
         Declaration; the issuance of the Trust Preferred Securities is not
         subject to preemptive or other similar rights; holders of Trust
         Preferred Securities will be entitled to the same limitation of
         personal liability extended to stockholders of private corporations for
         profit under the General Corporation Law of the State of Delaware; and
         on or prior to the Closing Date the Trust Preferred Securities will
         have been registered under the Exchange Act and authorized for listing
         on the New York Stock Exchange, subject to notice of official issuance.
         The Common Securities have been duly authorized for issuance by the
         Trust and, when issued and delivered against payment therefor will be
         validly issued, fully paid and non-assessable, undivided beneficial
         interests in the assets of the Trust. At the Closing Date, all of the
         issued and outstanding Common Securities of the Trust will be directly
         owned by CFC, free and clear of any security interest, mortgage,
         pledge, lien, encumbrance, claim or equity.

                  (i)      The Trust has been duly created and is validly
         existing and in good standing as a statutory trust under the Delaware
         Act with the power and authority to own property and to conduct its
         business as described in the Registration Statement and Prospectus, and
         any amendment or supplement thereto, and to enter into and perform its
         obligations under this Agreement, the Trust Preferred Securities and
         the Declaration and

                                        8



         is not required to be authorized to do business in any other
         jurisdiction; the Trust is not a party to or otherwise bound by any
         agreement other than those described in the Prospectus, and any
         amendment or supplement thereto; the Trust will be classified as a
         grantor trust and not as an association taxable as a corporation for
         U.S. federal income tax purposes; and the Trust is and will be treated
         as a consolidated subsidiary of CFC pursuant to generally accepted
         accounting principles.

                  (j)      The Regular Trustees of the Trust are officers of CFC
         and have been duly authorized by CFC to execute and deliver the
         Declaration.

                  (k)      Each of CFC and CHL and any Significant Subsidiary of
         CFC and CHL, as defined in Rule 405 of Regulation C under the
         Securities Act (individually, a "Subsidiary" and collectively, the
         "Subsidiaries"), has been duly incorporated, is validly existing and in
         good standing under the laws of the jurisdiction in which it is
         chartered or organized, is duly qualified to do business and is in good
         standing as a foreign corporation in each jurisdiction in which its
         ownership of property or the conduct of its business requires such
         qualification (except where the failure to be so qualified would not
         have a material adverse effect on the business operations or financial
         condition of CFC or CHL and its subsidiaries taken as a whole), and has
         power and authority necessary to own or hold its property and to
         conduct the business in which it is engaged.

                  (l)      All of the outstanding shares of capital stock of
         each Subsidiary have been duly and validly authorized and issued and
         are fully paid and nonassessable, and all outstanding shares of capital
         stock of the Subsidiaries are owned by CFC or CHL, directly or through
         subsidiaries, free and clear of any perfected security interest, other
         security interests, claims, liens or encumbrances.

                  (m)      Except as described in the Prospectus, there is no
         material litigation or governmental proceeding pending or, to the
         knowledge of CFC or CHL, threatened against CFC, CHL or any of their
         respective subsidiaries which is reasonably likely to result in any
         material adverse change in the financial condition, results of
         operations, business or prospects of CFC or CHL and its subsidiaries
         considered as a whole or which is required to be disclosed in the
         Registration Statement.

                  (n)      The financial statements filed or incorporated as
         part of the Registration Statement or included or incorporated in the
         Prospectus present fairly, or (in the case of any amendment or
         supplement to any such document, or any material incorporated by
         reference in any such document, filed with the Commission after the
         date as of which this representation is being made) will present
         fairly, at all times prior to the termination of the offering of the
         Trust Preferred Securities, the financial condition and results of
         operations of CFC, at the dates and for the periods indicated, and have
         been, and (in the case of any amendment or supplement to any such
         document, or any material incorporated by reference in any such
         document, filed with the Commission after the date as of which this
         representation is being made) will be at all times prior to the
         termination of the offering of the Trust Preferred Securities, prepared
         in conformity with generally accepted accounting principles applied on
         a consistent basis throughout the periods

                                        9



         involved, except as otherwise required pursuant to such generally
         accepted accounting principles; and the summarized financial
         information of CFC included or incorporated by reference in the
         Registration Statement and the Prospectus presents fairly the
         information required to be stated therein.

                  (o)      The documents incorporated by reference into the
         Prospectus have been, and (in the case of any amendment or supplement
         to any such document, or any material incorporated by reference in any
         such document, filed with the Commission after the date as of which
         this representation is being made) will be at all times prior to the
         termination of the offering of the Trust Preferred Securities, prepared
         in all material respects in conformity with the applicable requirements
         of the Securities Act and the Exchange Act and such documents have
         been, or (in the case of any amendment or supplement to any such
         document, or any material incorporated by reference in any such
         document, filed with the Commission after the date as of which this
         representation is being made) will be at all times prior to the
         termination of the offering of the Trust Preferred Securities, timely
         filed as required thereby.

                  (p)      There are no contracts or other documents which are
         required to be filed as exhibits to the Registration Statement by the
         Securities Act or which were required to be filed as exhibits to any
         document incorporated by reference in the Prospectus by the Exchange
         Act which have not been filed as exhibits to the Registration Statement
         or to such document incorporated therein by reference as permitted by
         the Exchange Act.

                  (q)      Neither CFC, CHL or any of their subsidiaries nor the
         Trust is, or upon the issuance and sale of the Trust Preferred
         Securities as herein contemplated and the application of the net
         proceeds therefrom as described in the Prospectus will be, an
         "investment company" or an entity "controlled" by an "investment
         company" as such terms are defined in the Investment Company Act of
         1940, as amended.

                  7.       Indemnification and Contribution. (a) CFC, CHL and
the Trust, jointly and severally, agree to indemnify and hold harmless each
Underwriter and each person who controls such Underwriter within the meaning of
either the Securities Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which such Underwriter or
any of them may become subject under the Securities Act, the Exchange Act or
other federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement for the
registration of the Trust Preferred Securities as originally filed or in any
amendment thereof, or in the Prospectus or any preliminary Prospectus, or in any
amendment thereof or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party, as incurred, for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that (i) CFC, CHL and the Trust will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon any such untrue statement or alleged untrue

                                       10



statement or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to CFC, CHL or the Trust by or on
behalf of such Underwriter specifically for use in connection with the
preparation thereof, and (ii) such indemnity with respect to any preliminary
Prospectus or any Prospectus as supplemented or amended shall not inure to the
benefit of any Underwriter (or any person controlling such Underwriter) from
whom the person asserting any such loss, claim, damage or liability purchased
the Trust Preferred Securities which are the subject thereof if such Underwriter
(or any person controlling such Underwriter) received a copy of such Prospectus
(or such Prospectus as so amended or supplemented) and such Underwriter (or any
person controlling such Underwriter) did not send a copy of the Prospectus (or
the Prospectus as amended or supplemented) excluding documents incorporated
therein by reference at or prior to the confirmation of the sale of such Trust
Preferred Securities to such person in any case where such delivery is required
by the Securities Act and the untrue statement or omission or the alleged untrue
statement or omission was corrected in the Prospectus (or the Prospectus as
amended or supplemented). This indemnity agreement will be in addition to any
liability which CFC, CHL or the Trust may otherwise have.

                  (b)      Each Underwriter severally and not jointly agrees to
         indemnify and hold harmless CFC and CHL, their respective directors,
         each of their officers who signed the Registration Statement, the
         Trust, the Regular Trustees who signed the Registration Statement and
         each person who controls CFC, CHL or the Trust within the meaning of
         either the Securities Act or the Exchange Act, to the same extent as
         the foregoing indemnity from CFC, CHL and the Trust to such
         Underwriter, but only with reference to written information relating to
         such Underwriter furnished to CFC, CHL or the Trust by or on behalf of
         such Underwriter specifically for use in the preparation of the
         documents referred to in the foregoing indemnity. This indemnity
         agreement will be in addition to any liability which such Underwriter
         may otherwise have. CFC, CHL and the Trust acknowledge that the
         statements set forth in paragraphs eight, nine and ten under the
         heading "Underwriting," insofar as it relates to such Underwriters, in
         the Prospectus constitute the only information furnished in writing by
         or on behalf of such Underwriters for inclusion in the documents
         referred to in the foregoing indemnity, and you confirm that such
         statements are correct.

                  (c)      Promptly after receipt by an indemnified party under
         this Section 7 of notice of the commencement of any action, such
         indemnified party will, if a claim in respect thereof is to be made
         against the indemnifying party under this Section 7, notify the
         indemnifying party in writing of the commencement thereof; but the
         omission so to notify the indemnifying party will not relieve the
         indemnifying party from any liability which it may have to any
         indemnified party hereunder, except and to the extent of any prejudice
         to such indemnifying party arising from such failure to provide notice,
         and will not, in any event, relieve the indemnifying party from any
         liability which it may have to any indemnified party other than under
         this Section 7. In case any such action is brought against any
         indemnified party, and it notifies the indemnifying party of the
         commencement thereof, the indemnifying party will be entitled to
         participate therein, and to the extent that it may elect by written
         notice delivered to the indemnified party promptly after receiving the
         aforesaid notice from such indemnified party, to assume the defense
         thereof, with counsel satisfactory to such indemnified party; provided,
         however,

                                       11



         that if the defendants in any such action include both the indemnified
         party and the indemnifying party, and the indemnified party shall have
         reasonably concluded that there may be legal defenses available to it
         and/or other indemnified parties which are different from or additional
         to those available to the indemnifying party, the indemnified party or
         parties shall have the right to select separate counsel to assert such
         legal defenses and to otherwise participate in the defense of such
         action on behalf of such indemnified party or parties. Upon receipt of
         notice from the indemnifying party to such indemnified party of its
         election so to assume the defense of such action and approval by the
         indemnified party of counsel, the indemnifying party will not be liable
         to such indemnified party under this Section 7 for any legal or other
         expenses subsequently incurred by such indemnified party in connection
         with the defense thereof, unless (i) the indemnified party shall have
         employed separate counsel in connection with the assertion of legal
         defenses in accordance with the proviso to the next preceding sentence
         (it being understood, however, that the indemnifying party shall not be
         liable for the expenses of more than one separate counsel, approved by
         the Underwriters in the case of paragraph (a) of this Section 7,
         representing the indemnified parties under such paragraph (a) who are
         parties to such action), (ii) the indemnifying party shall not have
         employed counsel satisfactory to the indemnified party to represent the
         indemnified party within a reasonable time after notice of commencement
         of the action or (iii) the indemnifying party has authorized the
         employment of counsel for the indemnified party at the expense of the
         indemnifying party; and except that, if clause (i) or (iii) is
         applicable, such liability shall be only in respect of the counsel
         referred to in such clause (i) or (iii).

                  (d)      If the indemnification provided for in this Section 7
         is unavailable to or insufficient to hold harmless an indemnified party
         under subsection (a) or (b) above in respect of any losses, claims,
         damages or liabilities (or actions in respect thereof) referred to
         therein, then each indemnifying party shall contribute to the amount
         paid or payable to such indemnified party as a result of such losses,
         claims, damages, or liabilities (or actions in respect thereof) in such
         proportion as is appropriate to reflect the relative benefits received
         by CFC, CHL and the Trust on the one hand and each Underwriter on the
         other from the offering of the Trust Preferred Securities to which such
         loss, claim, damage or liability (or action in respect thereof)
         relates. If, however, the allocation provided by the immediately
         preceding sentence is not permitted by applicable law or if the
         indemnified party failed to give the notice required under subsection
         (c) above, then each indemnifying party shall contribute to such amount
         paid or payable by such indemnified party in such proportion as is
         appropriate to reflect not only such relative benefits but also the
         relative fault of CFC, CHL and the Trust on the one hand and each
         Underwriter on the other in connection with the statements or omissions
         which resulted in such losses, claims, damages or liabilities (or
         actions in respect thereof), as well as any other relevant equitable
         considerations. The relative benefits received by CFC, CHL and the
         Trust on the one hand and each Underwriter on the other shall be deemed
         to be in the same proportion as the total net proceeds from such
         offering (before deducting expenses) received by the Trust and CFC bear
         to the total commissions received by each Underwriter. The relative
         fault shall be determined by reference to, among other things, whether
         the untrue or alleged untrue statement of a material fact or the
         omission or alleged omission to state a material fact relates to
         information supplied by CFC, CHL and

                                       12



         the Trust on the one hand or any Underwriter on the other and the
         parties' relative intent, knowledge, access to information and
         opportunity to correct or prevent such statement or omission. CFC, CHL,
         the Trust and each Underwriter agree that it would not be just and
         equitable if contribution pursuant to this subsection (d) were
         determined by pro rata allocation (even if the Underwriters were
         treated as one entity for such purpose) or by any other method of
         allocation which does not take account of the equitable considerations
         referred to above in this subsection (d). The amount paid or payable by
         an indemnified party as a result of the losses, claims, damages, or
         liabilities (or actions in respect thereof) referred to above in this
         subsection (d) shall be deemed to include any legal or other expenses
         reasonably incurred by such indemnified party in connection with
         investigating or defending any such action or claim. Notwithstanding
         the provisions of this subsection (d), no Underwriter shall be required
         to contribute any amount in excess of the amount of commission or
         discount received by it in connection with the offering of the Trust
         Preferred Securities that were the subject of the claim for
         indemnification. No person guilty of fraudulent misrepresentation
         (within the meaning of Section 11(f) of the Securities Act) shall be
         entitled to contribution from any person who was not guilty of such
         fraudulent misrepresentation. The obligations of the Underwriters in
         this subsection (d) to contribute are several in proportion to their
         respective underwriting obligations with respect to such Trust
         Preferred Securities and not joint.

                  8.       Conditions of Underwriters' Obligations. The
obligations of the several Underwriters to purchase and pay for the Trust
Preferred Securities as provided herein shall be subject to the accuracy, as of
the date of this Agreement and the Closing Date (as if made at the Closing
Date), of the representations and warranties of the Offerors herein, to the
performance and observance by the Offerors of their covenants and agreements
hereunder, and to the following additional conditions precedent:

                  (a)      No stop order suspending the effectiveness of the
         Registration Statement shall have been issued and no proceedings for
         that purpose shall have been instituted or threatened.

                  (b)      You shall have received an opinion, dated the Closing
         Date, of Munger, Tolles & Olson LLP, counsel to the Offerors,
         substantially in the form attached hereto as Exhibit A with such
         additional qualifications and exceptions as shall be acceptable to the
         Underwriters and their counsel.

                  (c)      You shall have received an opinion, dated the Closing
         Date, of Sandor E. Samuels, Esq., General Counsel of CFC and CHL,
         substantially in the form attached hereto as Exhibit B with such
         additional qualifications and exceptions as shall be acceptable to the
         Underwriters and their counsel.

                  (d)      You shall have received an opinion, dated the Closing
         Date, of Munger, Tolles & Olson LLP, tax counsel to CFC and the Trust,
         substantially in the form attached hereto as Exhibit C with such
         additional qualifications and exceptions as shall be acceptable to the
         Underwriters and their counsel.

                                       13



                  (e)      You shall have received an opinion, dated the Closing
         Date, of Emmet, Marvin & Martin LLP, counsel to The Bank of New York,
         substantially in the form attached hereto as Exhibit D with such
         additional qualifications and exceptions as shall be acceptable to the
         Underwriters and their counsel.

                  (f)      You shall have received an opinion, dated the Closing
         Date, of Morris, Nichols, Arsht & Tunnell, counsel to the Trust,
         substantially in the form attached as Exhibit E with such additional
         qualifications and exceptions as shall be acceptable to the
         Underwriters and their counsel.

                  (g)      You shall have received an opinion, dated the Closing
         Date, of Sidley Austin Brown & Wood LLP, counsel for the Underwriters,
         satisfactory to you.

                  (h)      CFC, CHL and the Trust shall each have furnished to
         you a certificate, dated the Closing Date, in the case of CFC and CHL,
         signed by its President, a Managing Director or Vice President and its
         Treasurer or an Assistant Treasurer, and, in the case of the Trust,
         signed by one of the Regular Trustees, in each case to the effect that
         the signers of such certificate have carefully examined the
         Registration Statement, the Prospectus and this Agreement and that:

                           (A)      the representations and warranties of CFC,
                  CHL or the Trust, as the case may be, in this Agreement are
                  true and correct in all material respects on and as of the
                  Closing Date with the same effect as if made on the Closing
                  Date, and CFC, CHL or the Trust, as the case may be, has
                  complied with all the agreements and satisfied all the
                  conditions on its part to be performed or satisfied by it
                  hereunder at or prior to the Closing Date;

                           (B)      no stop order suspending the effectiveness
                  of the Registration Statement has been issued, and no
                  proceedings for that purpose have been instituted or, to their
                  knowledge, threatened; and

                           (C)      in the case of the certificate to be
                  provided in respect of CFC and CHL, since the date of the most
                  recent financial statements included or incorporated in the
                  Prospectus, there has been no material adverse change in the
                  condition (financial or otherwise), earnings, business or
                  properties of CHL or CFC and its subsidiaries considered as a
                  whole, whether or not arising from transactions in the
                  ordinary course of business, except as set forth in or
                  contemplated in the Prospectus.

                  (i)      On the date hereof and on the Closing Date, Grant
         Thornton LLP shall have furnished to you a letter, dated the date
         hereof and the Closing Date, as the case may be, substantially in the
         form and substance satisfactory to you.

                  (j)      On the Closing Date, the Trust Preferred Securities
         shall be rated, at least BBB+ by Standard & Poor's Ratings Services, a
         division of The McGraw-Hill Companies, Inc. ("S&P") and Baa1 by Moody's
         Investors Service, Inc. ("Moody's").

                                       14



                  (k)      After the date hereof, the rating assigned by S&P or
         Moody's to any debt securities of CFC or CHL shall not have been
         lowered and neither S&P nor Moody's shall have publicly announced that
         it has under surveillance or review, with possible negative
         implications, its rating of any debt securities of CFC or CHL.

                  (l)      Subsequent to the respective dates as of which
         information is given in the Registration Statement and the Prospectus
         (exclusive of any amendment or supplement subsequent to the date
         hereof) there shall not have been (i) any change in the capital stock
         or long and intermediate term debt of CHL or CFC and its subsidiaries
         taken as a whole or decrease in shareholders' equity or consolidated
         net assets specified in the letter or letters referred to in paragraph
         (i) of this Section 8 or (ii) any change, or any development involving
         a prospective change, in or affecting the business or properties of
         CHL, CFC and their respective subsidiaries the effect of which, in any
         case referred to in clause (i) or (ii) above, is, in the judgment of
         the Underwriters, so material and adverse as to make it impractical or
         inadvisable to proceed with the offering of the Trust Preferred
         Securities as contemplated by this Agreement.

                  (m)      The Trust Preferred Securities shall have been
         registered under the Exchange Act and shall have been listed or
         approved for listing, upon notice of issuance, on the New York Stock
         Exchange.

                  (n)      Prior to the Closing Date, CFC, CHL and the Trust
         shall have furnished to you such further information, certificates and
         documents as you may reasonably request.

                  If any of the conditions specified in this Section 8 shall not
have been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Underwriters and their counsel, this
Agreement and all obligations of the Underwriters hereunder may be canceled at,
or at any time prior to, the Closing Date. Notice of such cancellation shall be
given to CFC or CHL in writing or by telephone or telegraph confirmed in
writing.

                  9.       Expenses. (a) The Offerors shall, jointly and
severally, whether or not any sale of the Trust Preferred Securities is
consummated, (i) pay all expenses incident to the performance of their
obligations under this Agreement, including the fees and disbursements of their
accountants and counsel, the cost of printing (or otherwise producing) and
delivery of the Registration Statement, the Prospectus, all amendments and
supplements thereto, the Indenture, the Declaration, the Trust Preferred
Securities Guarantee, this Agreement and all other documents relating to the
offering, the cost of preparing, printing, packaging and delivering the Trust
Preferred Securities, and the fees and disbursements, including fees of counsel,
incurred in connection with the qualification of the Trust Preferred Securities
for sale and determination of eligibility for investment of the Trust Preferred
Securities under the securities or blue sky laws of each such jurisdiction as
the Underwriters may reasonably designate, the fees and disbursements of each of
the Institutional Trustee, the Trust Preferred Securities Guarantee Trustee, the
Indenture Trustee and the Delaware Trustee and the fees of any agency that rates
the Trust Preferred Securities, (ii) pay all fees incident to the listing of the
Trust Preferred Securities

                                       15



on the New York Stock Exchange, and (iii) pay all fees incident to any filings
required to be made with the National Association of Securities Dealers, Inc.

                  (b)      If this Agreement shall terminate or shall be
         terminated after execution as a result of the failure of any of the
         conditions set forth in Section 8 hereof, the Offerors, jointly and
         severally, agree to reimburse the Representatives for all reasonable
         out-of-pocket expenses (including reasonable fees and expenses of
         counsel for the Underwriters) incurred by you in connection herewith.

                  10.      Default by One or More of the Underwriters. If any
one or more of the Underwriters shall fail or refuse to purchase Trust Preferred
Securities which it or they are obligated to purchase hereunder, and the
aggregate number of Trust Preferred Securities which such defaulting Underwriter
or Underwriters are obligated but fail or refuse to purchase is not more than
one-tenth of the aggregate number of the Trust Preferred Securities, each
non-defaulting Underwriter shall be obligated, severally, in the proportion
which the number of Trust Preferred Securities set forth opposite its name in
Schedule I hereto bears to the aggregate number of Trust Preferred Securities
set forth opposite the names of all non-defaulting Underwriters, to purchase the
Trust Preferred Securities which such defaulting Underwriter or Underwriters are
obligated, but fail or refuse, to purchase. If any Underwriter or Underwriters
shall fail or refuse to purchase the Trust Preferred Securities, and the
aggregate number of Trust Preferred Securities with respect to which such
default occurs is more than one-tenth of the aggregate number of Trust Preferred
Securities and arrangements satisfactory to you and the Offerors for the
purchase of such Trust Preferred Securities by one or more non-defaulting
Underwriters or other party or parties approved by you and the Offerors are not
made within 36 hours after such default, this Agreement shall terminate without
liability on the part of any non-defaulting Underwriter or the Offerors. In any
such case which does not result in termination of this Agreement, either you or
the Offerors shall have the right to postpone the Closing Date, but in no event
for longer than seven days, in order that the required changes, if any, in the
Registration Statement and the Prospectus or any other documents or arrangements
may be effected. Any action taken under this paragraph shall not relieve any
defaulting Underwriter from liability in respect of any such default of any such
Underwriter under this Agreement. The term "Underwriter" as used in this
Agreement includes, for all purposes of this Agreement, any party not listed in
Schedule I hereto who, with your approval and the approval of the Offerors,
purchases Trust Preferred Securities which a defaulting Underwriter is
obligated, but fails or refuses, to purchase.

                  Any notice under this Section 10 may be given by telegram,
telecopy or telephone but shall be subsequently confirmed by letter.

                  11.      Termination of Agreement. This Agreement shall be
subject to termination in the absolute discretion of Morgan Stanley & Co.
Incorporated and Salomon Smith Barney Inc., by notice given to CFC, CHL and the
Trust prior to delivery of and payment for the Trust Preferred Securities to be
purchased thereunder, if prior to such time (i) trading in securities generally,
or in the securities of CFC or CHL, on the New York Stock Exchange shall have
been suspended or limited or minimum prices shall have been established on such
exchange or a material disruption has occurred in commercial banking or
securities settlement or clearance

                                       16



services in the United States, (ii) a banking moratorium shall have been
declared by either federal or New York State authorities or, in the case of
Securities denominated in other than U.S. dollars, by the authorities of the
country of the currency in which such Securities are so denominated or (iii)
there shall have occurred any outbreak or material escalation of hostilities or
other calamity or crisis the effect of which on the financial markets of the
United States is such as to make it, in the judgment of the Underwriters,
impracticable or inadvisable to market the Trust Preferred Securities.

                  12.      Miscellaneous. Except as otherwise provided herein,
notice given pursuant to any provision of this Agreement shall be in writing and
shall be delivered (i) if to the Offerors, to such Offerors care of CFC, at the
office of CFC at 4500 Park Granada, Calabasas, California 91302, Attention:
General Counsel, with a copy to Munger, Tolles & Olson LLP, 355 South Grand
Avenue, 35th Floor, Los Angeles, California 90071, Attention: Michael J.
O'Sullivan, Esq.; or (ii) if to you, as Representatives of the several
Underwriters, care of Morgan Stanley & Co. Incorporated, 1585 Broadway, New
York, New York 10036, Attention: Manager, Investment Banking Division, with a
copy to General Counsel, Investment Banking Division, and care of Salomon Smith
Barney Inc., 388 Greenwich Street, New York, New York 10013, Attention: Manager,
Investment Banking Division, with a copy to General Counsel, Investment Banking
Division, and to Sidley Austin Brown & Wood LLP, New York, New York 10019,
Attention: Edward J. Fine, Esq.

                  This Agreement has been and is made solely for the benefit of
the several Underwriters, the Trust, CFC, CFC's directors and officers, CHL,
CHL's directors and officers, the Countrywide Capital Trustees, and the other
controlling persons referred to in Section 7 hereof and their respective
successors and assigns, to the extent provided herein, and no other person shall
acquire or have any right under or by virtue of this Agreement. Neither the term
"successor" nor the term "successors and assigns" as used in this Agreement
shall include a purchaser from any Underwriter of any of the Trust Preferred
Securities in his status as such purchaser.

                  13.      Applicable Law: Counterparts. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed within the State of New York.

                  This Agreement may be signed in various counterparts which
together constitute one and the same instrument. If signed in counterparts, this
Agreement shall not become effective unless at least one counterpart hereof
shall have been executed and delivered on behalf of each party hereto.

                                       17



                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this Agreement and the acceptance by each of you shall represent a
binding agreement between each of the Underwriters and CFC, CHL and the Trust.

                                              Very truly yours,

                                              COUNTRYWIDE CAPITAL IV

                                              By: ______________________________
                                                  as Regular Trustee

                                              By: ______________________________
                                                  as Regular Trustee

                                              By: ______________________________
                                                  as Regular Trustee

                                              COUNTRYWIDE FINANCIAL
                                              CORPORATION

                                              By: ______________________________
                                                  Name:
                                                  Title:

                                              COUNTRYWIDE HOME LOANS, INC.

                                              By: ______________________________
                                                  Name:
                                                  Title:

                                       18



Confirmed as of the date first
above mentioned on behalf of
themselves and the other several
Underwriters named in Schedule I
hereto.

MORGAN STANLEY & CO. INCORPORATED
SALOMON SMITH BARNEY INC.
COUNTRYWIDE SECURITIES CORPORATION
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
WACHOVIA SECURITIES, INC.
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
J.P MORGAN SECURITIES INC.,
as Representatives of the several Underwriters

By: MORGAN STANLEY & CO.
    INCORPORATED

By:_________________________________
   Name:
   Title:

By: SALOMON SMITH BARNEY INC.

By:_________________________________
   Name:
   Title:

                                       19



                                   SCHEDULE I

                   20,000,000 6.75% Trust Preferred Securities



                                                                                                       NUMBER OF TRUST
UNDERWRITERS                                                                                              PREFERRED
                                                                                                          SECURITIES
- ------------------------------------------------------------------------------------------------     --------------------
                                                                                                  
Morgan Stanley & Co. Incorporated...............................................................           3,265,000
Salomon Smith Barney Inc. ......................................................................           3,265,000
Countrywide Securities Corporation..............................................................           3,255,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated..............................................           3,255,000
Wachovia Securities, Inc. ......................................................................           3,255,000
Banc of America Securities LLC..................................................................             400,000
Banc One Capital Markets, Inc. .................................................................             400,000
J.P. Morgan Securities Inc. ....................................................................             400,000
A.G. Edwards & Sons, Inc........................................................................             125,000
Bear, Stearns & Co. Inc.........................................................................             125,000
Charles Schwab & Co. Inc........................................................................             125,000
Deutsche Bank Alex. Brown Inc...................................................................             125,000
Fahenstock & Co. Inc............................................................................             125,000
H&R Block Financial Advisors....................................................................             125,000
McDonald Investments Inc. a KeyCorp Company.....................................................             125,000
Prudential Securities Incorporated..............................................................             125,000
Quick & Reilly, Inc.............................................................................             125,000
RBC Dain Rauscher Incorporation.................................................................             125,000
TD Waterhouse Investor Services, Inc. ..........................................................             125,000
US Bancorp Piper Jaffray Inc....................................................................             125,000
Wells Fargo Van Kasper, LLC.....................................................................             125,000
Advest Inc......................................................................................              40,000
BB&T Capital Markets, A division of Scott and Stringfellow, Inc.................................              40,000
C.L. King & Associates, Inc.....................................................................              40,000
Crowell Weedon & Co.............................................................................              40,000
D.A. Davidson & Co..............................................................................              40,000
Davenport & Company LLC.........................................................................              40,000
Doley Securities, Inc...........................................................................              40,000
Ferris, Baker Watts Incorporated................................................................              40,000
J.J.B Hilliard,  W.L. Lyons, Inc................................................................              40,000
Janney Montgomery Scott LLC.....................................................................              40,000
Legg Mason Wood Walker, Incorporated............................................................              40,000
Mesirow Financial, Inc..........................................................................              40,000
NatCity Investments, Inc........................................................................              40,000
Raymond James & Associates, Inc.................................................................              40,000
Robert W. Baird & Co. Incorporated..............................................................              40,000
Ryan Beck & Co. LLC.............................................................................              40,000






                                                                                                       NUMBER OF TRUST
UNDERWRITERS                                                                                              PREFERRED
                                                                                                          SECURITIES
- ------------------------------------------------------------------------------------------------     --------------------
                                                                                                  
Sandler O'Neill & Partners L.P..................................................................              40,000
Southwest Securities, Inc.......................................................................              40,000
Stifel, Nicolaus & Company, Incorporated........................................................              40,000
Wedbush Morgan Securities, Inc..................................................................              40,000
William Blair & Company.........................................................................              40,000
The Williams Capital Group L.P..................................................................              40,000
                                                                                                          ----------

                    Total                                                                                 20,000,000
                                                                                                          ==========


                                       21



                                    EXHIBIT A

                  (i)      Each of CFC the CHL is a corporation duly
         incorporated, validly existing and in good standing under the laws of
         the state of its incorporation and has the corporate power and
         authority to own its properties and to conduct its business as
         described in the Prospectus.

                  (ii)     CFC and CHL have the corporate power and authority to
         enter into this Agreement, and this Agreement has been duly and validly
         authorized, executed and delivered by CFC and CHL, respectively.

                  (iii)    The Subordinated Debentures have been duly and
         validly authorized and established in conformity with the provisions of
         the Indenture by all necessary corporate action by CFC and when the
         Subordinated Debentures have been duly executed, authenticated and
         delivered against payment therefor in accordance with the provisions of
         the Indenture, will constitute the legal, valid and binding obligations
         of CFC, enforceable against CFC in accordance with their terms and the
         terms of the Indenture, and the holders of the Subordinated Debentures
         will be entitled to the benefits of the Indenture; and the Indenture
         has been duly authorized, executed and delivered by each of CFC and
         CHL, has been qualified under the 1939 Act, and, upon the due
         authorization, execution and delivery thereof by each other party
         thereto, will constitute a legal, valid and binding obligation
         enforceable against each of CFC and CHL in accordance with its terms.

                  (iv)     The Debenture Guarantee has been duly and validly
         authorized by all necessary corporate action by CHL and, upon due
         issuance, authentication and delivery of the related Subordinated
         Debentures and due endorsement of the Debenture Guarantee, the
         Debenture Guarantee will have been duly executed, issued and delivered
         and will constitute a legal, valid and binding obligation of CHL
         enforceable against CHL in accordance with its terms and the terms of
         the Indenture, and the holders of the Subordinated Debentures upon
         which the Debenture Guarantee is endorsed will be entitled to the
         benefits of the Indenture.

                  (v)      The Trust Preferred Securities Guarantee has been
         duly authorized, executed and delivered by each of CFC and CHL and,
         upon the due authorization, execution and delivery thereof by each
         other party thereto, will constitute the legal, valid and binding
         obligation of each of CFC and CHL, enforceable against each of CFC and
         CHL in accordance with its terms; and the Trust Preferred Securities
         Guarantee has been qualified under the 1939 Act.

                  (vi)     The Declaration has been duly authorized, executed
         and delivered by each of CFC and CHL and, upon the due authorization,
         execution and delivery thereof by each other party thereto, will
         constitute the legal, valid and binding obligation of each of CFC and
         CHL, enforceable against each of CFC and CHL and in accordance its
         terms; and the Declaration has been qualified under the 1939 Act.

                                      A-1



                  (vii)    Neither the issue and sale of the Trust Preferred
         Securities and the Common Securities by the Trust, the compliance by
         the Trust with all of the provisions of this Agreement, the purchase of
         the Subordinated Debentures by the Trust from CFC, the distribution of
         the Subordinated Debentures upon the liquidation of the Trust in the
         circumstances contemplated by the Trust Agreement and described in the
         Prospectus, and the consummation of the transactions contemplated in
         this Agreement and in the Trust Agreement, will conflict with, result
         in a breach of, or constitute a default under, any indenture or other
         agreement or instrument known to such counsel to which the Trust is a
         party or by which the Trust is bound, nor will such action result in
         any violation of the provisions of the Trust Agreement or any statute
         or any order, decree, judgment or regulation (other than any federal or
         state securities or blue sky laws, rules or regulations) known to such
         counsel to be applicable to the Trust of any court, regulatory body,
         administrative agency, governmental body or arbitrator having
         jurisdiction over the Trust.

                  (viii)   The Registration Statement has become effective under
         the Securities Act. To our knowledge, no stop order suspending the
         effectiveness of the Registration Statement has been issued, no
         proceedings for that purpose have been instituted or threatened and the
         Registration Statement and the Prospectus (other than (i) the financial
         statements and other financial and statistical information contained
         therein and (ii) the Statement of Eligibility on Form T-1 filed as an
         exhibit thereto, as to which we express no opinion), as of their
         respective effective or issue dates, as the case may be, appear on
         their face to be responsive as to form in all material respects with
         the applicable requirements of the Securities Act and the 1939 Act.

                  (ix)     No consent, approval, authorization or order of any
         United States federal or California or, with respect to matters arising
         under the Delaware General Corporation Law, Delaware court or
         governmental agency or body is required for the consummation of the
         transactions contemplated by the Agreement, except such as have been
         obtained under the Securities Act and the 1939 Act and such as may be
         required under the securities and blue sky laws, rules or regulations
         of any jurisdiction in connection with the purchase and distribution of
         the Trust Preferred Securities and the Trust Preferred Securities
         Guarantee by the Underwriters and such other approvals as have been
         obtained.

                  (x)      Neither the issue and sale of the Trust Preferred
         Securities and the Common Securities by the Trust, the compliance by
         the Trust, CFC and CHL with all the provisions of the Agreement, the
         Declaration, the Indenture, the Subordinated Debentures, the Trust
         Preferred Securities Guarantee, the Debenture Guarantee, the Trust
         Preferred Securities and the Common Securities, the consummation of the
         transactions therein contemplated nor the fulfillment of the terms
         thereof will conflict with, result in a breach of, or constitute a
         default under the charter or bylaws of CFC or CHL or the terms of any
         indenture or other agreement or instrument filed with the Commission
         and to which CFC or CHL or any of CFC's or CHL's subsidiaries is a
         party or bound, or any order, decree, judgment or regulation (other
         than any federal or state securities or blue sky laws, rules or
         regulations) known to such counsel to be applicable to CFC or CHL or
         any of CHL's subsidiaries of any court, regulatory body, administrative
         agency,

                                      A-2



         governmental body or arbitrator having jurisdiction over CFC or CHL or
         any of the CHL's subsidiaries.

                  (xi)     Such counsel confirms the conformity in all material
         respects of the Trust Preferred Securities, the Trust Preferred
         Securities Guarantee, the Subordinated Debentures and the Debenture
         Guarantee to the statements relating thereto in the Prospectus insofar
         as such statements purport to summarize certain provisions of such
         documents.

                  Such counsel shall also state that, in the course of their
engagement to represent or advise the Offerors professionally, they have not
become aware of any pending legal proceeding before any court or administrative
agency or authority or any arbitration tribunal, nor have they devoted
substantive attention in the form of legal representation as to any current
overtly threatened litigation against or directly affecting CFC or its
subsidiaries or CHL or its subsidiaries, in each case that is required to be
described in the Registration Statement or the Prospectus and is not so
described. In making the foregoing statement, they shall endeavor, to the extent
they believe necessary, to determine from lawyers currently in their firm who
have performed substantive legal services for CFC or CHL, whether such services
involved substantive attention in the form of legal representation concerning
pending legal proceedings or overtly threatened litigation of the nature
referred to above. Beyond that, they need not make any review, search or
investigation of public files or records or files or records of CFC or CHL, or
of their respective transactions, or any other investigation or inquiry with
respect to the foregoing statement.

                  Such counsel shall also state that in the course of the
preparation by CFC, CHL and their counsel of the Registration Statement and
Prospectus (other than the Incorporated Documents), such counsel attended
conferences with certain of the officers of, and the independent public
accountants for, CFC and CHL, at which the Registration Statement and Prospectus
were discussed. Given the limitations inherent in the independent verification
of factual matters and the character of determinations involved in the
registration process, such counsel need not pass upon and need not assume any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Registration Statement and Prospectus including the
Incorporated Documents, except as specifically described in the opinion set
forth in paragraph (xi) above. Subject to the foregoing and on the basis of the
information such counsel gained in the performance of the services referred to
above, including information obtained from officers and other representatives of
CFC and CHL, such counsel shall state that no facts have come to such counsel's
attention that have caused it to believe that the Registration Statement, at the
time it became effective or at the date hereof, contained or contains any untrue
statement of a material fact or omitted or omits to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading, or that the Prospectus, at its date or at the Closing Date, included
or includes, as the case may be, any untrue statement of material fact or
omitted or omits, as the case may be, to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading, except that such counsel need not express a view or belief
with respect to (i) the financial statements, the related notes and schedules
thereto or other financial and statistical data included or incorporated by
reference in the Registration Statement and Prospectus or (ii) any

                                      A-3



part of the Registration Statement which shall constitute a Statement of
Eligibility on Form T-1 under the 1939 Act. References to the Prospectus include
any amendments or supplements thereto at the date hereof.

                  In rendering such opinion, such counsel may rely (A) as to
matters involving the application of laws of any jurisdiction other than the
State of California, the State of Delaware (but only with respect to the
Delaware General Corporation Law) or the United States, to the extent they deem
proper and specified in such opinion, upon the opinion of other counsel of good
standing whom they believe to be reliable and who are satisfactory to counsel
for the Underwriters, (B) as to matters involving the application of laws of the
State of New York, to the extent specified in such opinion, upon the opinion of
Sidley Austin Brown & Wood LLP being delivered to the Underwriters as of the
date thereof, (C) as to matters involving the application of Delaware law
referred to in paragraphs (vi) and (vii) above, such counsel may rely upon the
opinion referred to in Section 8(f) of the Agreement and (D) as to matters of
fact, to the extent they deem proper, on certificates and oral or written
statements and other information of or from public officials and officers and
representatives of CFC, CHL, their respective subsidiaries and others.

                  In rendering the opinions set forth in paragraphs (iii), (iv),
(v) and (vi) such counsel may state that such opinions are subject to the
following: (i) bankruptcy, insolvency, reorganization, fraudulent transfer,
fraudulent conveyance, moratorium or other laws now or hereafter in effect
affecting creditors' rights generally; and (ii) general principles of equity
(including, without limitation, standards of materiality, good faith, fair
dealing and reasonableness) whether such principles are considered in a
proceeding in equity or at law.

                  In rendering the opinions set forth above, such counsel may
state that it has assumed, with the permission of the Underwriters, that the
amount of Subordinated Debentures, Common Securities and Trust Preferred
Securities to be issued from time to time will not violate any provision in any
such agreement referred to in paragraph (vii) or (x) which imposes limits on the
amount of debt CHL, the Trust, CFC or any of CFC's subsidiaries which may be
outstanding at any one time (whether directly or indirectly, through
satisfaction of financial ratios or otherwise).

                                      A-4



                                    EXHIBIT B

                  (i)      Each Subsidiary, if any, is a corporation, duly
         incorporated, validly existing and in good standing under the laws of
         the State of its incorporation, with the corporate power and authority
         to own its properties and to conduct its business as described in the
         Prospectus.

                  (ii)     Each of CFC and CHL is duly qualified to do business
         as a foreign corporation and is in good standing under the laws of each
         jurisdiction which requires such qualification wherein it owns or
         leases material properties or conducts material business other than
         jurisdictions in which the failure to so qualify, when considered in
         the aggregate and not individually, would not have a material adverse
         effect on CFC or CHL and its Subsidiaries considered as one enterprise.

                  (iii)    All of the outstanding shares of capital stock of CHL
         and each Subsidiary have been duly and validly authorized and issued
         and are fully paid and nonassessable, and, except as otherwise set
         forth in the Prospectus, all outstanding shares of capital stock of CHL
         and each Subsidiary are owned by CFC either directly or through wholly
         owned subsidiaries of CFC, free and clear of any perfected security
         interest and, to the knowledge of such counsel, after due inquiry, any
         other security interests, claims, liens or encumbrances.

                  (iv)     The outstanding shares of common stock of CFC have
         been duly and validly authorized and issued and are fully paid and
         nonassessable.

                  (v)      Neither the issue and sale of the Trust Preferred
         Securities and the Common Securities, the compliance by the Trust, CFC
         and CHL with all the provisions of this Agreement, the Declaration, the
         Indenture, the Subordinated Debentures, the Trust Preferred Securities
         Guarantee, the Debenture Guarantee, the Trust Preferred Securities and
         the Common Securities, the consummation of the transactions therein
         contemplated nor the fulfillment of the terms thereof will conflict
         with, result in a breach of, or constitute a default under the charter
         or bylaws of CFC or CHL or the terms of any indenture or other
         agreement or instrument filed with the Commission and to which CFC or
         CHL or any of CFC's or CHL's subsidiaries is a party or bound, or any
         order, decree, judgment or regulation (other than any federal or state
         securities or blue sky laws, rules or regulations) known to such
         counsel to be applicable to CFC or CHL or any of CHL's subsidiaries of
         any court, regulatory body, administrative agency, governmental body or
         arbitrator having jurisdiction over CFC or CHL or any of the CHL's
         subsidiaries.

                  (vi)     The documents incorporated by reference in the
         Registration Statement and Prospectus (except for the financial
         statements and other financial or statistical data, as to which no
         opinion need be expressed), as of the dates they were filed with the
         Commission, complied as to form in all material respects to the
         requirements of the Securities Act and the Exchange Act.

                                      B-1



                  (vii)    No consent, approval, authorization or order of any
         court or governmental agency or body is required for the consummation
         of the transactions contemplated by the Agreement, except such as have
         been obtained under the Securities Act and such as may be required
         under the securities and blue sky laws, rules and regulations of any
         jurisdiction in connection with the purchase and distribution of the
         Trust Preferred Securities, the Subordinated Debentures, the Trust
         Preferred Securities Guarantee and such other approvals as have been
         obtained.

                  In rendering the opinions set forth above, such counsel may
state that he has assumed, with the permission of the Underwriters, that the
amount of Subordinated Debentures, Common Securities and Trust Preferred
Securities to be issued from time to time will not violate any provision in any
such agreement referred to in paragraph (v) which imposes limits on the amount
of debt of CHL, the Trust, CFC or any of CFC's subsidiaries which may be
outstanding at any one time (whether directly or indirectly, through
satisfaction of financial ratios or otherwise).

                                      B-2



                                    EXHIBIT C

                  (i)      The Subordinated Debentures will be classified for
         United States federal income tax purposes as indebtedness of CFC.

                  (ii)     The Trust will be classified for United States
         federal income tax purposes as a grantor trust and not as an
         association taxable as a corporation.

                  (iii)    The statements made in the Prospectus under the
         caption "ERISA Considerations", insofar as such statements constitute a
         summary of matters of law or legal conclusions, and based on the
         assumptions and subject to the qualifications and limitations set forth
         therein, are accurate summaries of the matters discussed therein in all
         material respects.

                  (iv)     Although the discussion in the Prospectus under the
         caption "United States Federal Income Taxation" does not purport to
         discuss all possible United States federal income tax consequences of
         purchase, ownership and disposition of the Trust Preferred Securities,
         such discussion, insofar as it constitutes a summary of matters of law
         or legal conclusions, and based on the assumptions and subject to the
         qualifications and limitations set forth therein, constitutes an
         accurate summary of the matters discussed therein in all material
         respects.

                                      C-1



                                    EXHIBIT D

                  (i)      The Bank of New York is a banking corporation duly
         organized, validly existing and in good standing under the laws of the
         State of New York with all necessary corporate power and authority to
         execute and deliver, and to carry out and perform its obligations under
         the terms of the Declaration, the Trust Preferred Securities Guarantee
         Agreement and the Indenture;

                  (ii)     The execution, delivery and performance by The Bank
         of New York, in its capacity as Institutional Trustee, of the
         Declaration, the execution, delivery and performance by The Bank of New
         York, in its capacity as the Trust Preferred Securities Guarantee
         Trustee, of the Trust Preferred Securities Guarantee Agreement, and the
         execution, delivery and performance by the Bank of New York, in its
         capacity of Indenture Trustee, of the Indenture have been duly
         authorized by all necessary corporate action on the part of The Bank of
         New York. The Declaration and the Trust Preferred Securities Guarantee
         Agreement have been duly executed and delivered by The Bank of New
         York, in its capacity as Property Trustee, in the case of the
         Declaration, and by The Bank of New York, in its capacity as the Trust
         Preferred Guarantee Trustee, in the case of the Trust Preferred
         Securities Guarantee Agreement, and by The Bank of New York, in its
         capacity as Indenture Trustee, in the case of the Indenture and the
         Declaration and the Trust Preferred Securities Guarantee Agreement, and
         the Indenture constitute the legal, valid and binding obligations of
         The Bank of New York, enforceable against The Bank of New York in
         accordance with their terms, except as the enforcement thereof may be
         limited by bankruptcy, insolvency (including, without limitation, all
         laws relating to fraudulent transfers), reorganization, moratorium or
         other similar laws affecting the enforcement of creditors' rights
         generally or by general equitable principles (regardless of whether
         enforcement is considered in a proceeding at law or in equity);

                  (iii)    The execution, delivery and performance by The Bank
         of New York, in its capacity as Institutional Trustee, of the
         Declaration, the execution, delivery and performance by The Bank of New
         York, in its capacity as Trust Preferred Securities Guarantee Trustee,
         of the Trust Preferred Securities Guarantee Agreement, and the
         execution, delivery and performance by The Bank of New York in its
         capacity as Indenture Trustee do not conflict with, or constitute a
         breach of, The Bank of New York's charter or bylaws; and

                  (iv)     No consent, approval or authorization of, or
         registration with or notice to, any New York or federal banking
         authority is required for the execution, delivery or performance by The
         Bank of New York, in its capacity as Institutional Trustee, of the
         Declaration by The Bank of New York, in its capacity as Trust Preferred
         Securities Guarantee Trustee, of the Trust Preferred Securities
         Guarantee Agreement, or by The Bank of New York, in its capacity as
         Indenture Trustee, of the Indenture.

                                      D-1



                                    EXHIBIT E

                  (i)      The Trust has been duly formed and is validly
         existing in good standing as a statutory trust under the Delaware
         Statutory Trust Act, and all filings required under the laws of the
         State of Delaware with respect to the formation and valid existence of
         the Trust as a statutory trust have been made;

                  (ii)     Under the Delaware Statutory Trust Act and the
         Declaration, the Trust has the trust power and authority to own
         property and conduct its business, all as described in the Prospectus;

                  (iii)    Under the Delaware Statutory Trust Act and the
         Declaration, the Trust has the trust power and authority (a) to execute
         and deliver, and to perform its obligations under, this Agreement and
         (b) to issue and perform its obligations under the Trust Preferred
         Securities and the Common Securities;

                  (iv)     Under the Delaware Statutory Trust Act and the
         Declaration, the execution and delivery by the Trust of this Agreement,
         and the performance by the Trust of its obligations thereunder, have
         been duly authorized by all necessary trust action on the part of the
         Trust;

                  (v)      The Declaration constitutes a valid and binding
         obligation of CFC, CHL and the Trustees, and is enforceable against
         CFC, CHL and the Trustees, in accordance with its terms, subject, as to
         enforcement, to the effect upon the Declaration of (A) bankruptcy,
         insolvency, reorganization, receivership, fraudulent conveyance,
         moratorium or other similar laws of general application relating to or
         affecting the enforcement of creditors' right and remedies, as from
         time to time in effect, (B) application of equitable principles
         (regardless of whether such enforceability is considered in a
         proceeding in equity or at law), and (C) considerations of public
         policy or the effect of applicable law relating to fiduciary duties;

                  (vi)     The Trust Preferred Securities have been duly
         authorized by the Declaration and, when issued, executed and delivered
         in accordance with the terms of the Declaration against payment
         therefor as set forth in this Agreement, will be duly and validly
         issued and, subject to the qualifications set forth in this paragraph
         (vi) below, fully paid and non-assessable undivided beneficial
         interests in the assets of the Trust. The holders of the Trust
         Preferred Securities, as beneficial owners of the Trust (the
         "Securityholders"), are entitled to the same limitation of personal
         liability extended to stockholders of private corporations for profit
         organized under the General Corporation Law of the State of Delaware.
         Such counsel may note that the Securityholders may be obligated,
         pursuant to the Declaration, to (a) provide indemnity and/or security
         in connection with and pay a sum sufficient to cover any taxes or
         governmental charges arising from transfers or exchanges of Trust
         Preferred Securities certificates and the issuance of replacement Trust
         Preferred Securities certificates and (b) provide security, and/or
         indemnity in connection with requests of or directions to the
         Institutional Trustee (as defined in the Declaration) to exercise its
         rights and powers under the Declaration;

                                      E-1



                  (vii)    Under the Delaware Statutory Trust Act and the Trust
         Agreement, the issuance of the Trust Preferred Securities is not
         subject to preemptive or other similar rights;

                  (viii)   The Common Securities have been duly authorized by
         the Declaration and are duly and validly issued and fully paid
         undivided beneficial interests in the assets of the Trust; and under
         the Delaware Statutory Trust Act and the Declaration, the issuance of
         the Common Securities is not subject to preemptive or other similar
         rights;

                  (ix)     The issuance and sale by the Trust of the Trust
         Preferred Securities and the Common Securities, the execution, delivery
         and performance by the Trust of this Agreement, the consummation by the
         Trust of the transactions contemplated herein and the compliance by the
         Trust with its obligations hereunder do not violate (a) any of the
         provisions of the Certificate of Trust of the Trust or the Declaration
         or (b) any applicable Delaware law or Delaware administrative
         regulation;

                  (x)      Assuming that the Trust derives no income from or
         connected with sources within the State of Delaware and has no assets,
         activities (other than having a Delaware trustee as required by the
         Delaware Act and the filing of documents with the State Office) or
         employees in the State of Delaware, no authorization, approval, consent
         or order of any governmental authority or agency of the State of
         Delaware or, based solely on the Docket Search, an order of any
         Delaware Court, is required to be obtained by the Trust solely as a
         result of the issuance and sale of the Trust Preferred Securities, the
         consummation by the Trust of the transactions contemplated by the
         Underwriting Agreement or the performance by the Trust of its
         obligations thereunder. The execution, delivery and performance by the
         Trust of the Underwriting Agreement, the consummation by the Trust of
         the transactions contemplated by the Underwriting Agreement, the
         performance by the Trust of its obligations thereunder and the issuance
         and sale by the Trust of the Trust Preferred Securities and the Common
         Securities will not violate (A) the Certificate or the Governing
         Instrument or (B) any applicable law or administrative regulation of
         the State of Delaware; and

                  (xi)     Assuming that the Trust derives no income from or
         connected with sources within the State of Delaware and has no assets,
         activities (other than having a Delaware trustee as required by the
         Delaware Statutory Trust Act and the filing of documents with the
         Secretary of State of the State of Delaware) or employees in the State
         of Delaware, and assuming that the Trust is treated as a grantor trust
         for federal income tax purposes, the Securityholders (other than those
         holders of the Trust Preferred Securities who reside or are domiciled
         in the State of Delaware) will have no liability for income taxes
         imposed by the State of Delaware solely as a result of their
         participation in the Trust, and the Trust will not be liable for any
         income tax imposed by the State of Delaware (in rendering the opinion
         expressed in this paragraph (xi), such counsel need express no opinion
         concerning the securities laws of the State of Delaware).

                                      E-2

EX-4.26

                                                                    EXHIBIT 4.26

================================================================================

                        COUNTRYWIDE FINANCIAL CORPORATION

                                    as Issuer

                                       and

                          COUNTRYWIDE HOME LOANS, INC.

                                  as Guarantor


                            --------------------------


                                    INDENTURE
                           Dated as of April 11, 2003

                            --------------------------

                              THE BANK OF NEW YORK

                                   as Trustee

                            --------------------------

                          SUBORDINATED DEBT SECURITIES

================================================================================




                        COUNTRYWIDE FINANCIAL CORPORATION

           RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
                    AND INDENTURE, DATED AS OF April 11, 2003



ACT SECTION                                                                               INDENTURE SECTION
                                                                                  
310(a)(1).......................................................................                           6.09
   (a)(2).......................................................................                           6.09
310(a)(3).......................................................................                           N.A.
   (a)(4).......................................................................                           N.A.
310(b)..........................................................................     6.08; 6.10(a), (b) and (d)
310(c)..........................................................................                           N.A.
311(a) and (b)..................................................................                           6.13
311(c)..........................................................................                           N.A.
312(a)..........................................................................                  4.01; 4.02(a)
312(b) and (c)..................................................................                4.02(b) and (c)
313(a)..........................................................................                        4.04(a)
313(b)..........................................................................                4.04(a) and (b)
313(c)..........................................................................                        4.04(a)
313(d)..........................................................................                        4.04(b)
314(a)..........................................................................                           4.03
314(b)..........................................................................                           N.A.
314(c)(1) and (2)...............................................................                          13.06
314(c)(3).......................................................................                           N.A.
314(d)..........................................................................                           N.A.
314(e)..........................................................................                          13.06
314(f)..........................................................................                           N.A.
315(a), (c) and (d).............................................................                           6.01
315(b)..........................................................................                           5.08
315(e)..........................................................................                           5.09
316(a)(1).......................................................................                           5.07
316(a)(2).......................................................................                        Omitted
316(a) last sentence............................................................                           7.04
316(b)..........................................................................                           5.04
317(a)..........................................................................                           5.02
317(b)..........................................................................                        3.04(a)
318(a)..........................................................................                          13.08


- -------------------------
THIS RECONCILIATION AND TIE SHALL NOT, FOR ANY PURPOSE, BE DEEMED TO BE PART OF
THE INDENTURE.




                                TABLE OF CONTENTS


                                                                                                                   Page
                                                                                                                   ----
                                                                                                                
                                                             ARTICLE I
                                                            DEFINITIONS
SECTION 1.01. Definitions........................................................................................    1
         Additional Provisions...................................................................................    2
         Affiliate...............................................................................................    2
         Authenticating Agent....................................................................................    2
         Authorized Officer......................................................................................    2
         Bankruptcy Law..........................................................................................    2
         Board of Directors......................................................................................    2
         Board Resolution........................................................................................    2
         Business Day............................................................................................    2
         Certificate.............................................................................................    2
         Certificate of Authentication...........................................................................    3
         Commission..............................................................................................    3
         Common Securities.......................................................................................    3
         Common Securities Guarantee.............................................................................    3
         Company.................................................................................................    3
         Component...............................................................................................    3
         Conversion Date.........................................................................................    3
         Countrywide Trust.......................................................................................    3
         Custodian...............................................................................................    3
         Declaration.............................................................................................    4
         Default.................................................................................................    4
         Defaulted Interest......................................................................................    4
         Defeasance Agent........................................................................................    4
         Depositary..............................................................................................    4
         Discharged..............................................................................................    4
         Event of Default........................................................................................    4
         Exchange Act............................................................................................    4
         Exchange Rate...........................................................................................    4
         Exchange Rate Officers; Certificate.....................................................................    5
         Foreign Currency........................................................................................    5
         Global Security.........................................................................................    5
         Guarantee...............................................................................................    5
         Guarantor...............................................................................................    5
         Indenture...............................................................................................    5
         Institutional Trustee...................................................................................    6
         interest................................................................................................    6
         Interest Payment Date...................................................................................    6
         Mortgage................................................................................................    6
         Officers' Certificate...................................................................................    6
         Opinion of Counsel......................................................................................    6


                                       i




                                                                                                             
              outstanding...................................................................................     6
              Person .......................................................................................     7
              Predecessor Security..........................................................................     7
              Preferred Securities..........................................................................     7
              Preferred Securities Guarantee................................................................     7
              principal office of the Trustee...............................................................     8
              Responsible Officer...........................................................................     8
              Security or Securities........................................................................     8
              Securityholder or holder of Securities........................................................     8
              Security Register.............................................................................     8
              Senior Indebtedness...........................................................................     8
              Stated Maturity...............................................................................     9
              Subsidiary....................................................................................     9
              Trustee ......................................................................................     9
              Trust Indenture Act...........................................................................     9
              Trust Securities..............................................................................     9
              U.S. Government Obligations...................................................................     9

                                   ARTICLE II
                                   SECURITIES

SECTION 2.01. Forms Generally...............................................................................    10
SECTION 2.02. Form of Trustee's Certificate of Authentication...............................................    10
SECTION 2.03. Amount Unlimited; Issuable in Series..........................................................    11
SECTION 2.04. Authentication and Dating.....................................................................    13
SECTION 2.05. Date and Denomination of Securities...........................................................    14
SECTION 2.06. Execution of Securities.......................................................................    16
SECTION 2.07. Exchange and Registration of Transfer of Securities...........................................    16
SECTION 2.08. Mutilated, Destroyed, Lost or Stolen Securities...............................................    17
SECTION 2.09. Temporary Securities..........................................................................    18
SECTION 2.10. Cancellation of Securities Paid, etc..........................................................    18
SECTION 2.11. Global Securities.............................................................................    18
SECTION 2.12. CUSIP Numbers.................................................................................    19
SECTION 2.13. Unconditional Guarantees......................................................................    20
SECTION 2.14. Execution of Guarantee........................................................................    21
SECTION 2.15. Payment in Currencies.........................................................................    21
SECTION 2.16. Optional Extension of Stated Maturity.........................................................    23

                                   ARTICLE III
                       PARTICULAR COVENANTS OF THE COMPANY

SECTION 3.01. Payment of Principal, Premium and Interest....................................................    24
SECTION 3.02. Offices for Notices and Payments, etc.........................................................    24
SECTION 3.03. Appointments to Fill Vacancies in Trustee's Office............................................    25
SECTION 3.04. Provision as to Paying Agent..................................................................    25
SECTION 3.05. Certificate to Trustee........................................................................    26



                                       ii



                                                                                                             
SECTION 3.06. Compliance with Consolidation Provisions......................................................    26
SECTION 3.07. Limitation on Dividends.......................................................................    26
SECTION 3.08. Covenants as to Countrywide Trusts............................................................    27
SECTION 3.09. Notice of Default.............................................................................    27

                                   ARTICLE IV
        SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE
                                    TRUSTEE

SECTION 4.01. Securityholders' Lists........................................................................    27
SECTION 4.02. Preservation and Disclosure of Lists..........................................................    27
SECTION 4.03. Reports by Company............................................................................    29
SECTION 4.04. Reports by the Trustee........................................................................    30

                                    ARTICLE V
         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF
                                    DEFAULT

SECTION 5.01. Events of Default.............................................................................    30
SECTION 5.02. Payment of Securities on Default; Suit Therefor...............................................    32
SECTION 5.03. Application of Moneys Collected by Trustee....................................................    34
SECTION 5.04. Proceedings by Securityholders................................................................    34
SECTION 5.05. Proceedings by Trustee........................................................................    35
SECTION 5.06. Remedies Cumulative and Continuing............................................................    36
SECTION 5.07. Direction of Proceedings and Waiver of Defaults by
                 Majority of Securityholders................................................................    36
SECTION 5.08. Notice of Defaults............................................................................    37
SECTION 5.09. Undertaking to Pay Costs......................................................................    37

                                   ARTICLE VI
                             CONCERNING THE TRUSTEE

SECTION 6.01. Duties and Responsibilities of Trustee........................................................    38
SECTION 6.02. Reliance on Documents, Opinions, etc..........................................................    39
SECTION 6.03. No Responsibility for Recitals, etc...........................................................    41
SECTION 6.04. Trustee, Authenticating Agent, Paying Agents, Transfer Agents
                 or Registrar May Own Securities............................................................    41
SECTION 6.05. Moneys to be Held in Trust....................................................................    41
SECTION 6.06. Compensation and Expenses of Trustee..........................................................    41
SECTION 6.07. Officers' Certificate as Evidence.............................................................    42
SECTION 6.08. Conflicting Interest of Trustee...............................................................    42
SECTION 6.09. Eligibility of Trustee........................................................................    42
SECTION 6.10. Resignation or Removal of Trustee.............................................................    43
SECTION 6.11. Acceptance by Successor Trustee...............................................................    44
SECTION 6.12. Succession by Merger, etc.....................................................................    45
SECTION 6.13. Limitation on Rights of Trustee as a Creditor.................................................    45
SECTION 6.14. Authenticating Agents.........................................................................    45



                                      iii



                                                                                                             
                                   ARTICLE VII
                         CONCERNING THE SECURITYHOLDERS

SECTION 7.01. Action by Securityholders.....................................................................    47
SECTION 7.02. Proof of Execution by Securityholders.........................................................    47
SECTION 7.03. Who Are Deemed Absolute Owners................................................................    48
SECTION 7.04. Securities Owned by Company or the Guarantor Deemed Not
                Outstanding.................................................................................    48
SECTION 7.05. Revocation of Consents; Future Holders Bound..................................................    48

                                  ARTICLE VIII
                            SECURITYHOLDERS' MEETINGS

SECTION 8.01. Purposes of Meetings..........................................................................    49
SECTION 8.02. Call of Meetings by Trustee...................................................................    49
SECTION 8.03. Call of Meetings by Company, Guarantor or Securityholders.....................................    49
SECTION 8.04. Qualifications for Voting.....................................................................    50
SECTION 8.05. Regulations...................................................................................    50
SECTION 8.06. Voting........................................................................................    50

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

SECTION 9.01. Supplemental Indentures without Consent of Securityholders....................................    51
SECTION 9.02. Supplemental Indentures with Consent of Securityholders.......................................    53
SECTION 9.03. Compliance with Trust Indenture Act; Effect of Supplemental
                Indentures..................................................................................    54
SECTION 9.04. Notation on Securities........................................................................    54
SECTION 9.05. Evidence of Compliance of Supplemental Indenture to be
                Furnished Trustee...........................................................................    54

                                    ARTICLE X
                   CONSOLIDATION, MERGER, SALE AND CONVEYANCE

SECTION 10.01. Company May Consolidate, Etc., Only on Certain Terms.........................................    55
SECTION 10.02. Successor Corporation Substituted for Company................................................    55
SECTION 10.03. Guarantor May Consolidate, Etc., Only on Certain Terms.......................................    55
SECTION 10.04. Successor Corporation Substituted for Guarantor..............................................    56

                                   ARTICLE XI
                     SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 11.01. Discharge of Indenture.......................................................................    56
SECTION 11.02. Deposited Moneys and U.S. Government Obligations to be Held
                in Trust by Trustee.........................................................................    57
SECTION 11.03. Paying Agent to Repay Moneys Held............................................................    57
SECTION 11.04. Return of Unclaimed Moneys...................................................................    57
SECTION 11.05. Defeasance Upon Deposit of Moneys or U.S. Government Obligations.............................    58



                                       iv



                                                                                                             
                                   ARTICLE XII
         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
                                   DIRECTORS

SECTION 12.01. Indenture and Securities Solely Corporate Obligations........................................    59

                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

SECTION 13.01. Successors...................................................................................    60
SECTION 13.02. Official Acts by Successor Corporation.......................................................    60
SECTION 13.03. Surrender of Company Powers..................................................................    60
SECTION 13.04. Addresses for Notices, etc...................................................................    60
SECTION 13.05. Governing Law................................................................................    60
SECTION 13.06. Evidence of Compliance with Conditions Precedent.............................................    60
SECTION 13.07. Legal Holidays...............................................................................    61
SECTION 13.08. Trust Indenture Act to Control...............................................................    61
SECTION 13.09. Table of Contents, Headings, etc.............................................................    61
SECTION 13.10. Execution in Counterparts....................................................................    62
SECTION 13.11. Separability.................................................................................    62
SECTION 13.12. Assignment...................................................................................    62
SECTION 13.13. Acknowledgment of Rights.....................................................................    62

                                   ARTICLE XIV
          REDEMPTION OF SECURITIES--MANDATORY AND OPTIONAL SINKING
                                      FUND

SECTION 14.01. Applicability of Article.....................................................................    63
SECTION 14.02. Notice of Redemption; Selection of Debt Securities...........................................    63
SECTION 14.03. Payment of Securities Called for Redemption..................................................    64
SECTION 14.04. Mandatory and Optional Sinking Fund..........................................................    64

                                   ARTICLE XV
                           SUBORDINATION OF SECURITIES

SECTION 15.01. Agreement to Subordinate.....................................................................    66
SECTION 15.02. Default on Senior Indebtedness...............................................................    66
SECTION 15.03. Liquidation; Dissolution; Bankruptcy.........................................................    67
SECTION 15.04. Subrogation..................................................................................    68
SECTION 15.05. Trustee to Effectuate Subordination..........................................................    69
SECTION 15.06. Notice by the Company and the Guarantor......................................................    69
SECTION 15.07. Rights of the Trustee; Holders of Senior Indebtedness........................................    70
SECTION 15.08. Subordination May Not Be Impaired............................................................    70



                                       v



                  THIS INDENTURE, dated as of April 11, 2003, among Countrywide
Financial Corporation, a Delaware corporation (hereinafter sometimes called the
"Company"), Countrywide Home Loans, Inc., a New York corporation (hereinafter
sometimes called the "Guarantor"), and The Bank of New York, a New York banking
corporation, as trustee (hereinafter sometimes called the "Trustee"),

                              W I T N E S S E T H :

                  WHEREAS, for its lawful corporate purposes, the Company has
duly authorized the issue from time to time of its subordinated unsecured
debentures, notes or other evidence of indebtedness to be issued in one or more
series (the "Debt Securities") up to such principal amount or amounts as may
from time to time be authorized in accordance with the terms of this Indenture
and, to provide the terms and conditions upon which the Debt Securities are to
be authenticated, issued and delivered, the Company has duly authorized the
execution of this Indenture; and

                  WHEREAS, for its lawful corporate purposes, the Guarantor has
duly authorized the execution and delivery of this Indenture and deems it
appropriate from time to time to issue its guarantee of the Debt Securities on
the terms herein provided (the "Guarantees" and, together with the Debt
Securities, the "Securities");

                  WHEREAS, all acts and things necessary to make this Indenture
a valid agreement according to its terms, have been done and performed;

                  NOW, THEREFORE, This Indenture Witnesseth:

                  In consideration of the premises, and the purchase of the
Securities by the holders thereof, the Company and the Guarantor covenant and
agree with the Trustee for the equal and proportionate benefit of the respective
holders from time to time of the Securities or of a series thereof, as follows:

                                    ARTICLE I

                                   DEFINITIONS

                   SECTION 1.01 Definitions.

                  The terms defined in this Section 1.01 (except as herein
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section 1.01. All other terms used in
this Indenture which are defined in the Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act"), or which are by reference therein defined in the
Securities Act of 1933, as amended (the "Securities Act"), shall (except as
herein otherwise expressly provided or unless the context otherwise requires)
have the meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of this Indenture as originally executed.
All accounting terms used herein and not expressly defined shall have the
meanings assigned to such terms in accordance with generally accepted accounting
principles and the term "generally accepted accounting principles" means such
accounting principles as are generally accepted at the time of any computation.
The words "herein", "hereof" and "hereunder" and other words of similar import
refer to this Indenture as a whole and not to any



particular Article, Section or other subdivision. Any reference to the singular
includes the plural and vice versa (unless the context otherwise requires).

                  "Additional Provisions" shall have the meaning given to such
term in Section 15.01.

                  "Affiliate" shall mean, with respect to a specified Person,
(a) any Person directly or indirectly owning, controlling or holding with power
to vote 10% or more of the outstanding voting securities or other ownership
interests of the specified Person, (b) any Person 10% or more of whose
outstanding voting securities or other ownership interests are directly or
indirectly owned, controlled or held with power to vote by the specified Person,
(c) any Person directly or indirectly controlling, controlled by, or under
common control with the specified Person, (d) a partnership in which the
specified Person is a general partner, (e) any officer or director of the
specified Person, and (f) if the specified Person is an individual, any entity
of which the specified Person is an officer, director or general partner.

                  "Authenticating Agent" shall mean any agent or agents of the
Trustee which at the time shall be appointed and acting pursuant to Section
6.14.

                  "Authorized Officer" of a Person means the chairman of the
board, the president, any senior managing director, any managing director, any
vice president, the treasurer, the secretary, the comptroller, any assistant
comptroller, any assistant treasurer, any assistant secretary or any other
officer of such Person generally authorized to bind such Person.

                  "Bankruptcy Law" shall mean Title 11, U.S. Code, or any
similar federal or state law for the relief of debtors.

                  "Board of Directors" shall mean the board of directors or
the executive committee or any other duly authorized designated officers of the
Company or the Guarantor, as the case may be.

                  "Board Resolution" shall mean a copy of a resolution
certified by the Secretary or an Assistant Secretary of the Company or the
Guarantor, as the case may be, to have been duly adopted by the Board of
Directors and to be in full force and effect on the date of such certification.

                  "Business Day" shall mean, each Monday, Tuesday, Wednesday,
Thursday and Friday that is not a day on which banking institutions in New York,
New York or Los Angeles, California are authorized or obligated by law,
executive order or regulation to remain closed or (i) with respect to Securities
denominated in a Foreign Currency, in the city specified in the Board Resolution
pursuant to Section 2.03 or (ii) with respect to Securities which will bear
interest based on a specified percentage of London interbank offered quotations,
a day which is also a day on which banks in London, England are open for
business (including dealings in foreign exchange and foreign currency deposits).

                  "Certificate" shall mean a certificate signed by the
principal executive officer, the principal financial officer or the principal
accounting officer of the Company or the Guarantor, as the case may be.

                                       2



                  "Certificate of Authentication" shall mean the certificate
issued by the Trustee or the Authenticating Agent as to the form of Security
issued under the Indenture.

                  "Commission" shall mean the Securities and Exchange
Commission, as from time to time constituted, created under the Exchange Act,
or, if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

                  "Common Securities" shall mean undivided beneficial
interests in the assets of a Countrywide Trust which rank pari passu with
Preferred Securities issued by such Countrywide Trust; provided, however, that
upon the occurrence of an Event of Default, the rights of holders of Common
Securities to payment in respect of distributions and payments upon liquidation,
redemption and otherwise are subordinated to the rights of holders of Preferred
Securities.

                  "Common Securities Guarantee" shall mean, in respect of any
Countrywide Trust, any guarantee that the Company may enter into with any Person
or Persons and that operates directly or indirectly for the benefit of holders
of Common Securities of such Countrywide Trust.

                  "Company" shall mean Countrywide Financial Corporation, a
corporation duly organized and existing under the laws of the State of Delaware,
and, subject to the provisions of Article X hereof, shall include its successors
and assigns.

                  "Component", with respect to a composite currency, shall mean
the currency amounts that are components of such composite currency on the
Conversion Date with respect to such composite currency. If the official unit of
any component currency is altered by way of combination or subdivision, the
amount of such currency in the Component shall be proportionately divided or
multiplied. If two or more component currencies are consolidated into a single
currency, the amounts of those currencies as Components shall be replaced by an
amount in such single currency equal to the sum of the amounts of such
consolidated component currencies expressed in such single currency, and such
amount shall thereafter be a Component. If after such Conversion Date any
component currency shall be divided into two or more currencies, the amount of
such currency as a Component shall be replaced by amounts of such two or more
currencies, each of which shall be equal to the amount of such former component
currency divided by the number of currencies into which such component currency
was divided, and such amounts shall thereafter be Components.

                  "Conversion Date" shall have the meaning given to such term in
Section 2.15(d)(ii).

                  "Countrywide Trust" shall mean a Delaware statutory trust,
or any other similar trust created for the purpose of issuing securities in
connection with the issuance of Securities under this Indenture, the Common
Securities of which are owned, directly or indirectly, by the Company.

                  "Custodian" shall mean any receiver, trustee, assignee,
liquidator, or similar official under any Bankruptcy Law.

                                       3



                  "Debt Security". or "Debt Securities" shall have the meaning
stated in the first recital of this Indenture and more particularly means any
debt security or debt securities, as the case may be, authenticated and
delivered under this Indenture.

                  "Declaration", with respect to a Countrywide Trust, shall mean
the Amended and Restated Declaration of Trust of such Countrywide Trust.

                  "Default" shall mean any event, act or condition that with
notice or lapse of time, or both, would constitute an Event of Default.

                  "Defaulted Interest" shall have the meaning given to such term
in Section 2.05.

                  "Defeasance Agent" shall have the meaning given to such term
in Section 11.05(c).

                  "Depositary" shall mean, with respect to Securities of any
series, for which the Company shall determine that such Securities will be
issued as a Global Security, The Depository Trust Company, New York, New York,
another clearing agency, or any successor registered as a clearing agency under
the Exchange Act, or other applicable statute or regulation, which, in each
case, shall be designated by the Company pursuant to either Section 2.03 or
2.11.

                  "Discharged" shall have the meaning given to such term in
Section 11.05(b).

                  "Event of Default" shall mean any event specified in Section
5.01, continued for the period of time, if any, and after the giving of the
notice, if any, therein designated.

                  "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

                  "Exchange Rate" shall mean, unless otherwise specified in
accordance with Section 2.03, (a) with respect to Dollars in which payment is to
be made on a series of Debt Securities denominated in a composite currency, the
exchange rate between Dollars and such composite currency reported by the agency
or organization, if any, designated pursuant to Section 2.03(a)(10) on the
applicable record date with respect to an Interest Payment Date or the fifteenth
day immediately preceding the Stated Maturity of an installment of principal, or
on such other date provided herein, as the case may be; (b) with respect to
Dollars in which payment is to be made on a series of Debt Securities
denominated in a Foreign Currency, the noon Dollar buying rate for that currency
for cable transfers quoted by the exchange rate agent in The City of New York on
the record date with respect to an Interest Payment Date or the fifteenth day
immediately preceding the Stated Maturity of an installment of principal, or on
such other date provided herein, as the case maybe, as certified for customs
purposes by the Federal Reserve Bank of New York and (c) with respect to Foreign
Currency in which payment is to be made on a series of Debt Securities converted
into Dollars pursuant to Section 2.15(d), the noon Dollar selling rate for that
currency for cable transfers quoted by the exchange rate agent in The City of
New York on the second Business Day preceding an Interest Payment Date or the
second Business Day preceding the Stated Maturity of an installment of
principal, or on such other date provided herein, as the case may be, as
certified for customs purposes by the Federal Reserve Bank of New York. If for
any reason such rates are not available with respect to one or more currencies
for which an Exchange Rate is required, the Company shall use such quotation of
the

                                       4



Federal Reserve Bank of New York as of the most recent available date, or
quotations from one or more commercial banks in The City of New York or in the
country of issue of the currency in question, or such other quotations as the
Company, in each case, shall deem appropriate. If there is more than one market
for dealing in any currency by reason of foreign exchange regulations or
otherwise, the market to be used in respect of such currency shall be the
largest market upon which a nonresident issuer of securities designated in such
currency would purchase such currency in order to make payments in respect of
such securities.

                  "Exchange Rate Officers' Certificate", with respect to any
date for the payment of principal of (and premium, if any) and interest on any
series of Debt Securities, shall mean a certificate setting forth the applicable
Exchange Rate as of the record date with respect to an Interest Payment Date or
the fifteenth day immediately preceding the Stated Maturity of an installment of
principal, as the case may be, and the amounts payable in Dollars in respect of
the principal of (and premium, if any) and interest on Debt Securities
denominated in any Foreign Currency, and signed by the Chairman of the Board,
the President, any Vice President, any Assistant Vice President, the Treasurer,
any Assistant Treasurer, the Controller or any Assistant Controller of the
Company and delivered to the Trustee.

                  "Foreign Currency" shall mean any currency, currency unit or
composite currency, including, without limitation, the euro, issued by the
government of one or more countries other than the United States of America or
by any recognized confederation or association of such governments.

                  "Global Security" shall mean, with respect to any series of
Securities, a Security executed by the Company and delivered by the Trustee to
the Depositary or pursuant to the Depositary's instruction, all in accordance
with the Indenture, which shall be registered in the name of the Depositary or
its nominee.

                  "Guarantee" shall mean the agreement of the Guarantor, in
the form set forth in Section 2.13 hereof, to be endorsed on the Debt Securities
authenticated and delivered under this Indenture.

                  "Guarantor" shall mean Countrywide Home Loans, Inc., a New
York corporation.

                  "Indenture" shall mean, with respect to each series of
Securities for which a Person is acting as Trustee, this instrument as
originally executed or as it may from time to time be supplemented or amended by
one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and shall include the terms of particular series of
Securities for which such Person is Trustee established as contemplated by
Section 2.03, exclusive, however, of any provisions or terms which relate solely
to other series of Securities for which such Person is not Trustee, regardless
of when such terms or provisions were adopted, and exclusive of any provisions
or terms adopted by means of one or more indentures supplemental hereto executed
and delivered after such Person had become such Trustee but to which such
Person, as such Trustee, was not a party.

                                       5



                  "Institutional Trustee" shall have the meaning set forth in
the Declaration of the applicable Countrywide Trust.

                  "interest" shall mean, when used with respect to noninterest
bearing Securities, interest payable after the Stated Maturity.

                  "Interest Payment Date", when used with respect to any
installment of interest on a Debt Security of a particular series, shall mean
the date specified in such Debt Security or in a Board Resolution or in an
indenture supplemental hereto with respect to such series as the Stated Maturity
of an installment of interest with respect to Debt Securities of that series.

                  "Mortgage" shall mean and include any mortgage, pledge,
lien, security interest, conditional sale or other title retention agreement or
other similar encumbrance.

                  "Officers' Certificate" shall mean a certificate signed by
two Authorized Officers, one of whom must be the principal financial officer,
and delivered to the Trustee. Each such certificate shall include the statements
provided for in Section 13.06 if and to the extent provided by the provisions of
such Section.

                  "Opinion of Counsel" shall mean an opinion in writing signed
by legal counsel experienced in the matters as to which such opinion is being
delivered, who may be an employee of or counsel to the Company or the Guarantor,
or may be other counsel satisfactory to the Trustee. Each such opinion shall
include the statements provided for in Section 13.06 if and to the extent
required by the provisions of such Section.

                  The term "outstanding", when used with reference to Debt
Securities, shall, subject to the provisions of Section 7.04, mean, as of any
particular time, all Debt Securities authenticated and delivered by the Trustee
or the Authenticating Agent under this Indenture, except

                  (a)      Debt Securities theretofore cancelled by the Trustee
                           or the Authenticating Agent or delivered to the
                           Trustee for cancellation;

                  (b)      Debt Securities, or portions thereof, for the payment
                           or redemption of which moneys in the necessary amount
                           shall have been deposited in trust with the Trustee
                           or with any paying agent (other than the Company) or
                           shall have been set aside and segregated in trust by
                           the Company (if the Company shall act as its own
                           paying agent); provided that, if such Debt
                           Securities, or portions thereof, are to be redeemed
                           prior to the Stated Maturity thereof, notice of such
                           redemption shall have been given as provided in
                           Article XIV or provision satisfactory to the Trustee
                           shall have been made for giving such notice; and

                  (c)      Debt Securities paid pursuant to Section 2.08 or in
                           lieu of or in substitution for which other Debt
                           Securities shall have been authenticated and
                           delivered pursuant to the terms of Section 2.08,
                           other than any such Debt Securities in respect of
                           which there shall have been presented to the Trustee
                           proof satisfactory to it that such Debt Securities
                           are held by a

                                       6



                           protected purchaser (within the meaning of Article 8
                           of the Uniform Commercial Code) in whose hands such
                           Debt Securities are valid obligations of the Company.

provided, however, that in determining whether the holders of the requisite
principal amount of Debt Securities outstanding have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Securityholders for quorum purposes, (i) the principal amount of a
Security denominated in a Foreign Currency shall be deemed to have a principal
amount determined by an exchange rate agent (as evidenced by a certificate of
such exchange rate agent) by converting the principal amount of such Debt
Security in the Foreign Currency in which such Debt Security is denominated into
Dollars at the Exchange Rate as of 9:00 A.M., New York time, on the date such
request, demand, authorization, direction, notice, consent or waiver is
delivered to the Trustee and, where it is hereby expressly required, to the
Company (or, if there is no such rate on such date for the reasons specified in
Section 2.15(d)(i) of the Indenture, such rate on the rate specified in such
Section), and (ii) Securities owned by the Company, the Guarantor or any other
obligor upon the Securities or any Affiliate of the Company, the Guarantor or
such other obligor, shall be disregarded and deemed not to be outstanding,
except that, in determining whether the Trustee shall be protected in making any
such determination or relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer actually knows to be so owned shall be so disregarded. Securities so
owned which shall have been pledged in good faith may be regarded as outstanding
if the pledgee establishes to the satisfaction of the Trustee (A) the pledgee's
right so to act with respect to such Securities and (B) that the pledgee is not
the Company, the Guarantor or any other obligor upon the Securities or any
coupons appertaining thereto or an Affiliate of the Company, the Guarantor or
such other obligor.

                  "Person" shall mean any individual, corporation,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

                  "Predecessor Security" of any particular Security shall mean
every previous Security evidencing all or a portion of the same debt and
guarantee and as that evidenced by such particular Security; and, for the
purposes of this definition, any Security authenticated and delivered under
Section 2.08 in lieu of a lost, destroyed or stolen Security shall be deemed to
evidence the same debt and guarantee as the lost, destroyed or stolen Security.

                  "Preferred Securities" shall mean undivided beneficial
interests in the assets of a Countrywide Trust which rank pari passu with Common
Securities issued by such Countrywide Trust whether or not designated for the
purposes of identification as preferred securities or capital securities;
provided, however, that upon the occurrence of an Event of Default, the rights
of holders of Common Securities to payment in respect of distributions and
payments upon liquidation, redemption and otherwise are subordinated to the
rights of holders of Preferred Securities.

                  "Preferred Securities Guarantee" shall mean, in respect of
any Countrywide Trust, any guarantee that the Company may enter into with The
Bank of New York or other

                                       7



Persons that operates directly or indirectly for the benefit of holders of
Preferred Securities of such Countrywide Trust.

                  "principal office of the Trustee", or other similar term,
shall mean the office of the Trustee, at which at any particular time its
corporate trust business shall be principally administered.

                  "Responsible Officer", when used with respect to the Trustee,
shall mean an officer within the corporate trust department of the Trustee, who
shall have direct responsibility for the administration of the Declaration and
any other officer to whom such matter is referred because of that officer's
knowledge of and familiarity with the particular subject.

                  "Security" or "Securities" shall have the meaning stated in
the second recital of this Indenture and more particularly shall mean any Debt
Security or Debt Securities, as the case may be, with a Guarantee endorsed
thereon.

                  "Securityholder" or "holder of Securities", or other similar
terms, shall mean any Person in whose name at the time a particular Security is
registered on the register kept by the Company or the Trustee for that purpose
in accordance with the terms hereof.

                  "Security Register" shall have the meaning given to such term
in Section 2.07.

                  "Senior Indebtedness" means, with respect to the Company or
the Guarantor, as the case may be, (i) the principal, premium, if any, and
interest in respect of (A) indebtedness of such obligor for money borrowed and
(B) indebtedness evidenced by securities, debentures, bonds or other similar
instruments issued by such obligor; (ii) all capital lease obligations of such
obligor; (iii) all obligations of such obligor issued or assumed as the deferred
purchase price of property, all conditional sale obligations of such obligor and
all obligations of such obligor under any title retention agreement (but
excluding trade accounts payable arising in the ordinary course of business);
(iv) all obligations of such obligor for the reimbursement on any letter of
credit, banker's acceptance, security purchase facility or similar credit
transaction; (v) all obligations of such obligor to make payment or delivery
pursuant to the terms of financial instruments such as (a) securities contracts
and foreign currency exchange contracts, (b) derivative instruments, such as
swap agreements (including interest rate and foreign exchange rate swap
agreements), cap agreements, floor agreements, collar agreements, interest rate
agreements, foreign exchange rate agreements, options, commodity futures
contracts, commodity option contracts and (c) in the case of both (a) and (b)
above, similar financial instruments, (vi) all obligations of the type referred
to in clauses (i) through (v) of other Persons for the payment of which such
obligor is responsible or liable as obligor, guarantor or otherwise; and (vii)
all obligations of the type referred to in clauses (i) through (vi) of other
Persons secured by any lien on any property or asset of such obligor (whether or
not such obligation is assumed by such obligor), except that Senior Indebtedness
shall not include (1) any such indebtedness that contains express terms, or is
issued under a deed, indenture or other instrument that contains express terms,
providing that it is subordinate to or ranks pari passu with the Securities, and
(2) any indebtedness between or among the Company or the Guarantor and any of
its Affiliates, including all other debt securities and guarantees in respect of
those debt securities, in any case issued by the Company or the Guarantor to (x)
any Countrywide Trust (including Countrywide Capital I and Countrywide

                                       8



Capital III) or a trustee of such Trust or (y) any other trust, or a trustee of
such trust, partnership or other entity affiliated with the Company or the
Guarantor, as the case may be, which is a financing vehicle of the Company or
the Guarantor, as the case may be (a "Financing Entity"), in connection with the
issuance by such Financing Entity of preferred securities of a similar nature to
the Preferred Securities or of other securities that rank pari passu with, or
junior to, the Preferred Securities (including, without limitation, in the case
of the Guarantor, the 8% Junior Subordinated Deferrable Interest Debentures due
December 15, 2026 issued by the Guarantor to Countrywide Capital I and the 8.05%
Junior Subordinated Debentures due June 15, 2027, Series B, issued by the
Guarantor to Countrywide Capital III (the "Previously Issued Trust Debentures"),
together with, in the case of the Company, the related guarantees by the Company
issued in connection with the Previously Issued Trust Debentures). All Senior
Indebtedness will continue to be Senior Indebtedness for all purposes hereunder
and shall be entitled to the benefits of the subordination provisions hereof
regardless of any amendment, modification or waiver of any of the terms thereof.

                  "Stated Maturity" with respect to any Security or any
installment of principal thereof or interest thereon, shall mean the date
established by or pursuant to this Indenture or such Security as the fixed date
on which the principal of such Security or such installment of principal or
interest is due and payable.

                  "Subsidiary" shall mean with respect to any Person, (i) any
corporation at least a majority of whose outstanding voting stock of which is
owned, directly or indirectly, by such Person or by one or more of its
Subsidiaries, or by such Person and one or more of its Subsidiaries, (ii) any
general partnership, joint venture or similar entity, at least a majority of
whose outstanding partnership or similar interests shall at the time be owned by
such Person, or by one or more of its Subsidiaries, or by such Person and one or
more of its Subsidiaries and (iii) any limited partnership of which such Person
or any of its Subsidiaries is a general partner. For the purposes of this
definition, "voting stock" means shares, interests, participations or other
equivalents in the equity interest (however designated) in such Person having
ordinary voting power for the election of a majority of the directors (or the
equivalent) of such Person, other than shares, interests, participations or
other equivalents having such power only by reason of the occurrence of a
contingency.

                  "Trustee" shall mean the Person identified as "Trustee" in
the first paragraph hereof, and, subject to the provisions of Article VI hereof,
shall also include its successors and assigns as Trustee hereunder. The term
"Trustee" as used with respect to a particular series of Securities shall mean
the trustee with respect to that series.

                  "Trust Indenture Act" shall mean the Trust Indenture Act of
1939, as in force at the date of execution of this Indenture.

                  "Trust Securities" shall mean Common Securities and Preferred
Securities of a Countrywide Trust.

                  "U.S. Government Obligations" shall mean securities that are
(i) direct obligations of the United States of America for the payment of which
its full faith and credit is pledged or (ii) obligations of a Person controlled
or supervised by and acting as an agency or

                                       9



instrumentality of the United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America, which, in either case under clauses (i) or (ii), are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such U.S. Government Obligation or a specific payment of interest
on or principal of any such U.S. Government Obligation held by such custodian
for the account of the holder of a depository receipt, provided that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt from any amount received
by the custodian in respect of the U.S. Government Obligation or the specific
payment of interest on or principal of the U.S. Government Obligation evidenced
by such depository receipt.

                                   ARTICLE II

                                   SECURITIES

                  SECTION 2.01 Forms Generally.

                  The Securities of each series and the Guarantee relating
thereto shall be in substantially the form as shall be established by or
pursuant to a Board Resolution and as set forth in an Officers' Certificate of
the Company and the Guarantor or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with any law or with
any rules made pursuant thereto or with any rules of any securities exchange or
as may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution of the Securities.

                  In the event the Securities are issued in definitive form
pursuant to this Indenture, such Securities shall be printed, lithographed or
engraved on steel engraved borders or may be produced in any other manner, all
as determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

                  SECTION 2.02 Form of Trustee's Certificate of Authentication.

                  The Trustee's Certificate of Authentication on all Debt
Securities shall be in substantially the following form:

                  This is one of the Debt Securities of the series designated
therein referred to in the within-mentioned Indenture.

                  The Bank of New York, as Trustee

                  By: _________________________________
                            Authorized Signatory

                                       10



                  SECTION 2.03 Amount Unlimited; Issuable in Series.

                  (a)      The aggregate principal amount of Debt Securities
which may be authenticated and delivered under this Indenture is unlimited.

                  The Debt Securities may be issued in one or more series up to
the aggregate principal amount of Debt Securities of that series from time to
time authorized by or pursuant to a Board Resolution of the Company or pursuant
to one or more indentures supplemental hereto. Prior to the initial issuance of
Debt Securities of any series, there shall be established in or pursuant to a
Board Resolution of the Company and set forth in an Officers' Certificate of the
Company or established in one or more indentures supplemental:

                  (1)      the title of the Debt Securities of the series (which
         shall distinguish Debt Securities of the series from all other Debt
         Securities);

                  (2)      any limit upon the aggregate principal amount of the
         Debt Securities of the series which may be authenticated and delivered
         under this Indenture (except for Debt Securities authenticated and
         delivered upon registration of transfer of, or in exchange for, or in
         lieu of, other Debt Securities of the series pursuant to Section 2.07,
         2.08, 2.09, 9.04 or 14.03);

                  (3)      the date or dates on which the principal of and
         premium, if any, on the Debt Securities of the series is payable and
         the right, if any, to extend the date or dates of such payment;

                  (4)      the rate or rates at which the Debt Securities of the
         series shall bear interest, if any, or the method by which such
         interest may be determined, the date or dates from which such interest
         shall accrue, the Interest Payment Dates on which such interest shall
         be payable or the manner of determination of such Interest Payment
         Dates and the record dates for the determination of holders to whom
         interest is payable on any such Interest Payment Dates;

                  (5)      the place or places where the principal of, and
         premium, if any, and any interest on Debt Securities of the series
         shall be payable;

                  (6)      the right, if any, to extend the interest payment
         periods and the duration of such extension;

                  (7)      the price or prices at which, the period or periods
         within which and the terms and conditions upon which Debt Securities of
         the series may be redeemed, in whole or in part, at the option of the
         Company, pursuant to any sinking fund or otherwise:

                  (8)      the obligation, if any, of the Company to redeem,
         purchase or repay Debt Securities of the series pursuant to any sinking
         fund or analogous provisions or at the option of a Securityholder
         thereof and the price or prices at which and the period or periods
         within which and the terms and conditions upon which Debt Securities of
         the series shall be redeemed, purchased or repaid, in whole or in part,
         pursuant to such obligation;

                                       11



                  (9)      if other than denominations of $1,000 and any
         integral multiple thereof, the denominations in which Debt Securities
         of the series shall be issuable;

                  (10)     (A) the currency of denomination of the Debt
         Securities of any series, which may be in Dollars or any Foreign
         Currency, (B) if such Debt Securities are denominated in a Foreign
         Currency which is a composite currency, the agency or organization, if
         any, responsible for overseeing such composite currency and (C) if such
         Debt Securities are denominated in a Foreign Currency other than a
         composite currency, the capital city of the country of such Foreign
         Currency;

                  (11)     the designation of the currency or currencies in
         which payment of the principal of (and premium, if any) and interest on
         the Debt Securities of the series will be made, and, if such currency
         or currencies is a Foreign Currency, whether payment of the principal
         (and premium, if any) or the interest on such Debt Securities, at the
         election of a Securityholder thereof, may instead be payable in Dollars
         and the terms and conditions upon which such election may be made;

                  (12)     any Events of Default with respect to the Debt
         Securities of a particular series, if not set forth herein;

                  (13)     the form of the Securities of the series including
         the form of the Certificate of Authentication of such series;

                  (14)     any trustee, authenticating or paying agents,
         exchange rate agent, warrant agents, transfer agents or registrars with
         respect to the Debt Securities of such series;

                  (15)     whether the Debt Securities of the series shall be
         issued in whole or in part in the form of one or more Global Securities
         and, in such case, the Depositary for such Global Security or
         Securities, and whether beneficial owners of interests in any such
         Global Securities may exchange such interests for other Debt Securities
         of such series in the manner provided in Section 2.07, and the manner
         and the circumstances under which and the place or places where any
         such exchanges may occur if other than in the manner provided in
         Section 2.07, and any other terms of the series relating to the global
         nature of the Global Securities of such series and the exchange,
         registration or transfer thereof and the payment of any principal
         thereof, or interest or premium, if any, thereon;

                  (16)     any other terms of the series (which terms shall not
         be inconsistent with the provisions of this Indenture).

                  All Debt Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to such resolution of the Board of Directors or in any such
indenture supplemental hereto.

                  If any of the terms of the series are established by action
taken pursuant to a Board Resolution of the Company, a copy of an appropriate
record of such action shall be certified by the Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Officers' Certificate of the Company setting forth the terms of
the series.

                                       12



                  (b)      Prior to the issuance of any of the Guarantees, the
exact form and terms of such Guarantees, which shall comply with the terms of
Section 2.13 hereof and contain such additional terms as are permitted by this
Indenture, shall be established by an Officers' Certificate of the Guarantor or
in an indenture supplemental hereto.

                  SECTION 2.04 Authentication and Dating.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Debt Securities of any
series executed by the Company, together with the Guarantees endorsed thereon
executed by the Guarantor, to the Trustee for authentication, and the Trustee
shall thereupon authenticate and deliver said Securities to or upon the written
order of the Company, signed by its Chairman of the Board of Directors,
President, one of its Managing Directors or one of its Vice Presidents and by
its Treasurer or any Assistant Treasurer, without any further action by the
Company hereunder. In authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be
fully protected in relying upon:

                  (1)      a copy of any Board Resolution or Resolutions
         relating thereto and, if applicable, an appropriate record of any
         action taken pursuant to such resolution, in each case certified by the
         Secretary or an Assistant Secretary of the Company or the Guarantor as
         the case may be;

                  (2)      an executed supplemental indenture, if any;

                  (3)      an Officers' Certificate setting forth the form and
         terms of the Securities as required pursuant to Sections 2.01 and 2.03,
         respectively; and

                  (4)      an Opinion of Counsel prepared in accordance with
         Section 13.06 which shall also state:

                           (a)      that the form of such Securities has been
                                    established by or pursuant to a resolution
                                    of the Board of Directors or by a
                                    supplemental indenture as permitted by
                                    Section 2.01 in conformity with the
                                    provisions of this Indenture;

                           (b)      that the terms of such Securities have been
                                    established by or pursuant to a resolution
                                    of the Board of Directors or by a
                                    supplemental indenture as permitted by
                                    Section 2.03 in conformity with the
                                    provisions of this Indenture;

                           (c)      that (i) such Debt Securities, when
                                    authenticated and delivered by the Trustee
                                    and issued by the Company and (ii) such
                                    Guarantees, when issued by the Guarantor, in
                                    each case in the manner and subject to any
                                    conditions specified in such Opinion of
                                    Counsel, will constitute valid and legally
                                    binding obligations of the Company and the
                                    Guarantor, respectively;

                                       13



                           (d)      that all laws and requirements in respect of
                                    the execution and delivery by the Company
                                    and the Guarantor of the Debt Securities and
                                    the Guarantees, respectively, have been
                                    complied with and that authentication and
                                    delivery of the Securities by the Trustee
                                    will not violate the terms of the Indenture;
                                    and

                           (e)      such other matters as the Trustee may
                                    reasonably request.

                  The Trustee shall have the right to decline to authenticate
and deliver any Securities under this Section if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or if the Trustee
in good faith by its board of directors or trustees, executive committee, or a
trust committee of directors or trustees and/or vice presidents shall determine
that such action would expose the Trustee to personal liability to existing
holders.

                  No Debt Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose, unless there appears on
such Debt Security a Certificate of Authentication substantially in the form
provided for herein executed by the Trustee by manual signature, and such
certificate upon any Debt Security shall be conclusive evidence, and the only
evidence that such Debt Security has been duly authenticated and delivered
hereunder and is entitled to the benefits under this Indenture.

                  SECTION 2.05 Date and Denomination of Securities.

                  The Securities shall be issuable in such form and in such
denominations as shall be specified as contemplated by Section 2.03. Securities
denominated in a Foreign Currency shall be issuable in such denominations as are
established with respect to such Securities in or pursuant to this Indenture.
The Securities shall be numbered, lettered, or otherwise distinguished in such
manner or in accordance with such plans as the officers executing the same may
determine with the approval of the Trustee as evidenced by the execution and
authentication thereof.

                  Every Security shall be dated the date of its authentication,
shall bear interest, if any, from such date and shall be payable on such dates,
in each case, as contemplated by Section 2.03. The interest installment on any
Security that is payable, and is punctually paid or duly provided for, on any
Interest Payment Date for Securities of that series shall be paid to the Person
in whose name said Security (or one or more Predecessor Securities) is
registered at the close of business on the regular record date for such interest
installment. In the event that any Security of a particular series or portion
thereof is called for redemption and the redemption date is subsequent to a
regular record date with respect to any Interest Payment Date and prior to such
Interest Payment Date, interest on such Security will be paid upon presentation
and surrender of such Security as provided in Section 14.03.

                  Any interest on any Security that is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date for any
Security of the same series (herein called "Defaulted Interest") shall forthwith
cease to be payable to the registered holder on the relevant regular record date
by virtue of having been such holder; and such Defaulted Interest shall be paid
by the Company, at its election, as provided in clause (1) or clause (2) below:

                  (1)      The Company may make payment of any Defaulted
         Interest on Securities to the Persons in whose names such Securities
         (or their respective Predecessor Securities)

                                       14



         are registered at the close of business on a special record date for
         the payment of such Defaulted Interest, which shall be fixed in the
         following manner: the Company shall notify the Trustee in writing of
         the amount of Defaulted Interest proposed to be paid on each such
         Security and the date of the proposed payment, and at the same time the
         Company shall deposit with the Trustee an amount of money equal to the
         aggregate amount proposed to be paid in respect of such Defaulted
         Interest or shall make arrangements satisfactory to the Trustee for
         such deposit prior to the date of the proposed payment, such money when
         deposited to be held in trust for the benefit of the Persons entitled
         to such Defaulted Interest as in this clause provided. Thereupon the
         Trustee shall fix a special record date for the payment of such
         Defaulted Interest which shall not be more than 15 nor less than 10
         days prior to the date of the proposed payment and not less than 10
         days after the receipt by the Trustee of the notice of the proposed
         payment. The Trustee shall promptly notify the Company of such special
         record date and, in the name and at the expense of the Company, shall
         cause notice of the proposed payment of such Defaulted Interest and the
         special record date therefor to be mailed, first class postage prepaid,
         to each Securityholder at his or her address as it appears in the
         Security Register (as hereinafter defined), not less than 10 days prior
         to such special record date. Notice of the proposed payment of such
         Defaulted Interest and the special record date therefor having been
         mailed as aforesaid, such Defaulted Interest shall be paid to the
         Persons in whose names such Securities (or their respective Predecessor
         Securities) are registered on such special record date and shall be no
         longer payable pursuant to the following clause (2).

                  (2)      The Company may make payment of any Defaulted
         Interest on any Securities in any other lawful manner not inconsistent
         with the requirements of any securities exchange on which such
         Securities may be listed, and upon such notice as may be required by
         such exchange, if, after notice given by the Company to the Trustee of
         the proposed payment pursuant to this clause, such manner of payment
         shall be deemed practicable by the Trustee.

                  Unless otherwise set forth in a Board Resolution of the
Company or one or more indentures supplemental hereto establishing the terms of
any series of Securities pursuant to Section 2.03 hereof, the term "regular
record date" as used in this Section with respect to a series of Securities with
respect to any Interest Payment Date for such series shall mean either the
fifteenth day of the month immediately preceding the month in which an Interest
Payment Date established for such series pursuant to Section 2.03 hereof shall
occur, if such Interest Payment Date is the first day of a month, or the last
day of the month immediately preceding the month in which an Interest Payment
Date established for such series pursuant to Section 2.03 hereof shall occur, if
such Interest Payment Date is the fifteenth day of a month, whether or not such
date is a Business Day.

                  Subject to the foregoing provisions of this Section, each
Security of a series delivered under this Indenture upon transfer of or in
exchange for or in lieu of any other Security of such series shall carry the
rights to interest accrued and unpaid, and to accrue, that were carried by such
other Security.

                                       15



                   SECTION 2.06 Execution of Securities.

                  The Securities shall be signed in the name and on behalf of
the Company by, and the Guarantees endorsed thereon shall be signed on behalf of
the Guarantor by, the facsimile signature of its Chairman of the Board of
Directors, President, one of its Managing Directors or one of its Vice
Presidents and by the facsimile signature of its Treasurer or one of its
Assistant Treasurers, by facsimile or otherwise, and which need not be attested.
Only such Securities as shall bear thereon a Certificate of Authentication
substantially in the form hereinbefore recited, executed by the Trustee or the
Authenticating Agent, shall be entitled to the benefits of this Indenture or be
valid or obligatory for any purpose. Such certificate by the Trustee or the
Authenticating Agent upon any Security executed by the Company and the Guarantor
shall be conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the holder is entitled to the
benefits of this Indenture.

                  In case any officer of the Company or the Guarantor who shall
have signed any of the Securities shall cease to be such officer before the
Securities so signed shall have been authenticated and delivered by the Trustee
or the Authenticating Agent, or disposed of by the Company, such Securities
nevertheless may be authenticated and delivered or disposed of as though the
Person who signed such Securities had not ceased to be such officer of the
Company or the Guarantor, as the case may be; and any Security may be signed on
behalf of the Company or the Guarantor by such Persons as, at the actual date of
the execution of such Security, shall be the proper officers of the Company or
the Guarantor, as the case may be, although at the date of the execution of this
Indenture any such person was not such an officer.

                   SECTION 2.07 Exchange and Registration of Transfer of
                                Securities.

                  Subject to Section 2.03(a)(15), Securities of any series may
be exchanged for a like aggregate principal amount of Securities of the same
series of other authorized denominations. Securities to be exchanged may be
surrendered at the principal corporate trust office of the Trustee or at any
office or agency to be maintained by the Company for such purpose as provided in
Section 3.02, and the Company and the Guarantor shall execute, the Company or
the Trustee shall register and the Trustee or the Authenticating Agent shall
authenticate and deliver in exchange therefor the Security or Securities which
the Securityholder making the exchange shall be entitled to receive. Upon due
presentment for registration of transfer of any Security of any series at the
principal corporate trust office of the Trustee or at any office or agency of
the Company maintained for such purpose as provided in Section 3.02, the Company
and the Guarantor shall execute, the Company or the Trustee shall register and
the Trustee or the Authenticating Agent shall authenticate and deliver in the
name of the transferee or transferees a new Security or Securities of the same
series for a like aggregate principal amount. Registration or registration of
transfer of any Security by the Trustee or by any agent of the Company appointed
pursuant to Section 3.02, and delivery of such Security, shall be deemed to
complete the registration or registration of transfer of such Security.

                  The Company or the Trustee shall keep, at the principal
corporate trust office of the Trustee, a register (the "Security Register") for
each series of Securities issued hereunder in which, subject to such reasonable
regulations as it may prescribe, the Company or the Trustee shall register all
Securities and shall register the transfer of all Securities as in this Article
II

                                       16



provided. Such register shall be in written form or in any other form capable of
being converted into written form within a reasonable time.

                  All Securities presented for registration of transfer or for
exchange or payment shall (if so required by the Company, the Trustee or the
Authenticating Agent) be duly endorsed by, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company and
the Trustee or the Authenticating Agent duly executed by, the holder of such
Security or his attorney duly authorized in writing.

                  No service charge shall be made for any exchange or
registration of transfer of Securities, but the Company or the Trustee may
require payment of a sum sufficient to cover any tax, fee or other governmental
charge that may be imposed in connection therewith.

                  The Company or the Trustee shall not be required to exchange
or register a transfer of (a) any Security for a period of 15 days next
preceding the date of mailing of a notice of redemption of Securities of such
series, or (b) any Securities of any series selected, called or being called for
redemption in whole or in part, except in the case of any Securities of any
series to be redeemed in part, the portion thereof not so to be redeemed.

                  SECTION 2.08 Mutilated, Destroyed, Lost or Stolen Securities.

                  In case any temporary or definitive Security shall become
mutilated or be destroyed, lost or stolen, the Company and the Guarantor shall
execute, and upon its request the Trustee shall authenticate and deliver, a new
Security of the same series bearing a number not contemporaneously outstanding,
in exchange and substitution for the mutilated Security, or in lieu of and in
substitution for the Security so destroyed, lost or stolen. In every case the
applicant for a substituted Security shall furnish to the Company, the Guarantor
and the Trustee such security or indemnity as may be required by them to save
each of them harmless, and, in every case of destruction, loss or theft, the
applicant shall also furnish to the Company, the Guarantor and the Trustee
evidence to their satisfaction of the destruction, loss or theft of such
Security and of the ownership thereof.

                  The Trustee may authenticate any such substituted Security and
deliver the same upon the written request or authorization of any officer of the
Company. Upon the issuance of any substituted Security, the Company may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses connected
therewith. In case any Security which has matured or is about to mature or has
been called for redemption in full shall become mutilated or be destroyed, lost
or stolen, the Company may, instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated Security) if the applicant for such payment shall furnish to the
Company, the Guarantor and the Trustee such security or indemnity as may be
required by them to save each of them harmless and, in case of destruction, loss
or theft, evidence satisfactory to the Company and to the Trustee of the
destruction, loss or theft of such Security and of the ownership thereof.

                  Every substituted Security of any series issued pursuant to
the provisions of this Section 2.08 by virtue of the fact that any such Security
is destroyed, lost or stolen shall constitute an additional contractual
obligation of the Company or the Guarantor, as the case may be, whether or not
the destroyed, lost or stolen Security shall be found at any time, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other

                                       17



Securities of the same series duly issued hereunder. All Securities shall be
held and owned upon the express condition that, to the extent permitted by
applicable law, the foregoing provisions are exclusive with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities and
shall preclude any and all other rights or remedies notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.

                  SECTION 2.09 Temporary Securities.

                  Pending the preparation of definitive Securities of any
series, the Company and the Guarantor may execute and the Trustee shall
authenticate and deliver temporary Securities (printed or lithographed).
Temporary Securities shall be issuable in any authorized denomination, and
substantially in the form of the definitive Securities but with such omissions,
insertions and variations as may be appropriate for temporary Securities, all as
may be determined by the Company. Every such temporary Security shall be
executed by the Company and the Guarantor and be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with the same
effect, as the definitive Securities. Without unreasonable delay the Company and
the Guarantor will execute and deliver to the Trustee or the Authenticating
Agent definitive Securities and thereupon any or all temporary Securities of
such series may be surrendered in exchange therefor, at the principal corporate
trust office of the Trustee or at any office or agency maintained by the Company
for such purpose as provided in Section 3.02, and the Trustee or the
Authenticating Agent shall authenticate and deliver in exchange for such
temporary Securities a like aggregate principal amount of such definitive
Securities. Such exchange shall be made by the Company at its own expense and
without any charge therefor except that in case of any such exchange involving a
registration of transfer the Company may require payment of a sum sufficient to
cover any tax, fee or other governmental charge that may be imposed in relation
thereto. Until so exchanged, the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities of the same series authenticated and delivered hereunder.

                  SECTION 2.10 Cancellation of Securities Paid, etc.

                  All Securities surrendered for the purpose of payment,
redemption, exchange or registration of transfer, shall, if surrendered to the
Company, the Guarantor or any paying agent, be surrendered to the Trustee and
promptly cancelled by it, or, if surrendered to the Trustee or any
Authenticating Agent, shall be promptly cancelled by it, and no Securities shall
be issued in lieu thereof except as expressly permitted by any of the provisions
of this Indenture. All Securities cancelled by any Authenticating Agent shall be
delivered to the Trustee. The Trustee shall dispose of all cancelled Securities
in accordance with its customary procedures. If the Company shall acquire any of
the Securities, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and until
the same are surrendered to the Trustee for cancellation.

                  SECTION 2.11 Global Securities.

                  (a)      If the Company shall establish pursuant to Section
2.03 that the Securities of a particular series are to be issued as a Global
Security, then the Company and the Guarantor shall execute and the Trustee
shall, in accordance with Section 2.04, authenticate and deliver, a Global
Security that (i) shall represent, and shall be denominated in an amount equal
to the

                                       18



aggregate principal amount of, all of the outstanding Securities of such series,
(ii) shall be registered in the name of the Depositary or its nominee, (iii)
shall be delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction and (iv) shall bear a legend substantially to the
following effect: "Except as otherwise provided in Section 2.11 of the
Indenture, this Security may be transferred, in whole but not in part, only to
another nominee of the Depositary or to a successor Depositary or to a nominee
of such successor Depositary."

                  (b)      Notwithstanding the provisions of Section 2.07, the
Global Security of a series may be transferred, in whole but not in part and in
the manner provided in Section 2.07, only to another nominee of the Depositary
for such series, or to a successor Depositary for such series selected or
approved by the Company or to a nominee of such successor Depositary.

                  (c)      Except as otherwise provided in or pursuant to this
Indenture, Securities of any series shall be exchangeable for Securities in
definitive registered form only if (i) the Depositary for such series notifies
the Company that it is unwilling or unable to continue as Depositary for such
series and a successor Depositary for such series is not appointed by the
Company within 90 days of the date the Company is so informed in writing or
becomes aware of such condition, (ii) the Depository for such series ceases to
be a "clearing agency" registered under the Exchange Act, (iii) an Event of
Default has occurred and is continuing with respect to Securities of any series,
or (iv) the Company, in its sole discretion decides to allow some or all of the
Securities represented by a Global Security to be exchanged for definitive
Securities in registered form. Upon the occurrence of any of (i) through (iv)
above, the Company and the Guarantor will execute, and subject to Section 2.07,
the Trustee will authenticate and deliver the Securities of such series in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security. In addition, in
the event the Company decides that some or all of the Securities of any series
shall no longer be represented by a Global Security and that the provisions of
this Section 2.11 shall no longer apply to such Securities of such series, the
Company and the Guarantor will execute and, subject to Section 2.07, the
Trustee, upon receipt of an Officers' Certificate evidencing such determination
by the Company, will authenticate and deliver the Securities of such series in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security. Upon the exchange
of the Global Security for such Securities in definitive registered form without
coupons, in authorized denominations, the Global Security shall be cancelled by
the Trustee. Such Securities in definitive registered form issued in exchange
for the Global Security pursuant to this Section 2.11(c) shall be registered in
such names and in such authorized denominations as the Depositary, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the
Depositary for delivery to the Persons in whose names such Securities are so
registered.

                  SECTION 2.12 CUSIP Numbers.

                  The Company in issuing the Securities may use "CUSIP" numbers
(if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Securityholders; provided that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in

                                       19



any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the "CUSIP" numbers.

                  SECTION 2.13 Unconditional Guarantees.

                  The Guarantee relating to any series of Securities issued and
authenticated hereunder shall be, unless otherwise set forth in an Officers'
Certificate pursuant to Section 2.01, substantially as set forth below:

                  "FOR VALUE RECEIVED, the Guarantor hereby fully and
unconditionally guarantees to the holder of the Security upon which this
Guarantee is endorsed the due and punctual payment of the principal of, sinking
fund payment, if any, premium, if any, or interest on said Security, when and as
the same shall become due and payable, whether at the maturity, upon redemption
or otherwise, according to the terms thereof and of the Indenture referred to
therein.

                  The Guarantor agrees to determine, at least one Business Day
prior to the date upon which a payment of principal of, sinking fund payment, if
any, premium, if any, or interest on said Security is due and payable, whether
the Company has available the funds to make such payment as the same shall
become due and payable. In case of the failure of the Company punctually to pay
any such principal, sinking fund payment, if any, premium, if any, or interest,
the Guarantor hereby agrees to cause any such payment to be made punctually when
and as the same shall become due and payable, whether at maturity, upon
redemption, or otherwise, and as if such payment were made by the Company.

                  The Guarantor hereby agrees that its obligations hereunder
shall be unconditional, irrevocable, and absolute, irrespective of the validity,
regularity, or enforceability of said Security or said Indenture, the absence of
any action to enforce the same, any waiver or consent by the holder of said
Security with respect to any provisions thereof, the recovery of any judgment
against the Company or any action to enforce the same, or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. The Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of merger or bankruptcy of
the Company, any right to require a proceeding first against the Company,
protest or notice with respect to said Security or indebtedness evidenced
thereby, and all demands whatsoever and covenants that this Guarantee will not
be discharged except by complete performance of the obligations contained in
said Security and in this Guarantee.

                  The Guarantor shall be subrogated to all rights of the holder
of said Security against the Company in respect of any amounts paid by the
Guarantor pursuant to the provisions of this Guarantee; provided, however, that
the Guarantor shall not, without the consent of the holders of all of the
Securities then outstanding, be entitled to enforce or to receive any payments
arising out of or based upon such right of subrogation until the principal of
and premium, if any, and interest on all Securities shall have been paid in full
or payment thereof shall have been provided for in accordance with said
Indenture.

                  Notwithstanding anything to the contrary contained herein, if
following any payment of principal or interest by the Company on the Securities
to the holders of the Securities

                                       20



it is determined by a final decision of a court of competent jurisdiction that
such payment shall be avoided by a trustee in bankruptcy (including any
debtor-in-possession) as a preference under 11 U.S.C. Section 547 and such
payment is paid by such holder to such trustee in bankruptcy, then and to the
extent of such repayment, the obligations of the Guarantor hereunder shall
remain in full force and effect.

                  The obligations of the Guarantor under this Guarantee are, to
the extent provided in the Indenture, subordinate and junior in right of payment
to the prior payment in full of all Senior Indebtedness, and this Guarantee is
issued subject to the provisions of the Indenture with respect thereto.

                  Each holder of the Security upon which this Guarantee is
endorsed, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his or her behalf to take
such action as may be necessary or appropriate to acknowledge or effectuate the
subordination so provided and (c) appoints the Trustee his or her
attorney-in-fact for any and all such purposes. Each holder of the Security upon
which this Guarantee is endorsed, by his or her acceptance thereof, hereby
waives all notice of the acceptance of the subordination provisions contained
herein and in the Indenture by each holder of Senior Indebtedness, whether now
outstanding or hereafter incurred, and waives reliance by each holder upon said
provisions.

                  This Guarantee shall not be valid or become obligatory for any
purpose with respect to a Security until the Certificate of Authentication on
such Security shall have been signed by the Trustee (or the Authentication
Agent).

                  This Guarantee shall be governed by the laws of the State of
New York.

                  IN WITNESS WHEREOF, Countrywide Home Loans, Inc. has caused
this Guarantee to be signed in its corporate name by the facsimile signature of
two of its officers thereunto duly authorized."

                  SECTION 2.14 Execution of Guarantee.

                  To evidence the Guarantee to the Securityholders specified in
Section 2.13, the Guarantor hereby agrees to execute the Guarantees, in
substantially the form above recited, to be endorsed on each Security
authenticated and delivered by the Trustee (or the Authenticating Agent). Each
such Guarantee shall be signed on behalf of the Guarantor as set forth in
Section 2.06 to the authentication of the Security on which it is endorsed and
the delivery of such Security by the Trustee (or the Authenticating Agent),
after the authentication thereof hereunder, shall constitute due delivery of
such Guarantee on behalf of the Guarantor.

                  SECTION 2.15 Payment in Currencies.

                  (a)      Payment of the principal of (and premium, if any) and
interest on the Debt Securities of any series shall be made in the currency or
currencies specified pursuant to Section 2.03; provided that in the case of Debt
Securities of a series denominated in one or more Foreign Currencies the holder
of a Debt Security of such series may elect to receive such payment in Dollars
if authorized pursuant to Section 2.03(a)(11).

                  A Securityholder may make such election by delivering to the
Trustee a written notice thereof, substantially in the form attached hereto as
Exhibit A or in such other form as

                                       21



may be acceptable to the Trustee, not later than the close of business on the
record date immediately preceding the applicable Interest Payment Date or the
fifteenth day immediately preceding the Stated Maturity of an installment of
principal, as the case may be. Such election shall remain in effect with respect
to such holder until such holder delivers to the Trustee a written notice
rescinding such election, provided that any such notice must be delivered to the
Trustee not later than the close of business on the record date immediately
preceding the next Interest Payment Date or the fifteenth day immediately
preceding the Stated Maturity of an installment of principal, as the case may
be, in order to be effective for the payment to be made thereon; and provided,
further, that no such rescission may be made with respect to payments to be made
on any Debt Security with respect to which notice of redemption has been given
by the Company pursuant to Article XIV.

                  (b)      If at least one holder has made the election referred
to in subsection (a) above to receive payments in Dollars on a series of Debt
Securities denominated in one or more Foreign Currencies, then the Trustee shall
deliver to the Company, not later than the fourth Business Day after the record
date with respect to an Interest Payment Date or the tenth day immediately
preceding the Stated Maturity of an installment of principal, as the case may
be, a written notice specifying the amount of principal of (and premium, if any)
and interest on such series of Debt Securities to be paid in Dollars on such
payment date.

                  (c)      Except as otherwise specified as contemplated by
Section 2.03 hereof, if at least one holder has made the election referred to in
subsection (a) above to receive payments in Dollars on a series of Debt
Securities denominated in one or more Foreign Currencies, then the amount
receivable by holders of a series of Debt Securities who have elected payment in
Dollars shall be determined by the Company on the basis of the applicable
Exchange Rate set forth in the applicable Exchange Rate Officer's Certificate.
The Company shall deliver, not later than the eighth day following each record
date or the sixth day immediately preceding the Stated Maturity of an
installment of principal, as the case may be, to the Trustee an Exchange Rate
Officer's Certificate in respect of the payments to be made to such holders on
such payment date.

                  (d)      (i) If the Foreign Currency in which a series of Debt
Securities is denominated is not available to the Company for making payment
thereof due to the imposition of exchange controls or other circumstances beyond
the control of the Company, then with respect to each date for the payment of
principal of (and premium, if any) and interest on such series of Debt
Securities occurring after the final date on which the Foreign Currency was so
used, all payments with respect to the Debt Securities of any such series shall
be made in Dollars. If payment is to be made in Dollars to the holders of any
such series of Debt Securities pursuant to the provisions of the preceding
sentence, then the amount to be paid in Dollars on a payment date by the Company
to the Trustee and by the Trustee or any paying agent to holders shall be
determined by an exchange rate agent and shall be equal to the sum obtained by
converting the specified Foreign Currency into Dollars at the applicable
Exchange Rate, or if no rate is quoted for such Foreign Currency, the last date
such rate is quoted.

                  (ii) If any composite currency in which a Debt Security is
denominated or payable ceases to be used for the purposes for which it was
established or is not available due to circumstances beyond the control of the
Company, then with respect to each date for the payment of principal of (and
premium, if any) and interest on a series of Debt Securities

                                       22



denominated in such composite currency (the "Conversion Date") occurring after
the last date on which the composite currency was so used, all payments with
respect to the Debt Securities of any such series shall be made in Dollars. If
payment with respect to Debt Securities of a series denominated in a composite
currency is to be made in Dollars pursuant to the provisions of the preceding
sentence, then the amount to be paid in Dollars on a payment date by the Company
to the Trustee and by the Trustee or any paying agent to holders shall be
determined by an exchange rate agent and shall be equal to the sum of the
amounts obtained by converting each Component of such composite currency into
Dollars at its respective Exchange Rate, multiplied by the number of units of
the composite currency that would have been so paid had the composite currency
not ceased to be so used.

                  (e)      All decisions and determinations of an exchange rate
agent regarding the Exchange Rate or conversion of Foreign Currency (other than
a composite currency) into Dollars pursuant to subsection (d)(i) above or the
conversion of a composite currency into Dollars pursuant to subsection (d)(ii)
shall, in the absence of manifest error, be conclusive for all purposes and
irrevocably binding upon the Company, the Trustee, any paying agent and all
holders of the Debt Securities. If a Foreign Currency (other than a composite
currency) in which payment of a series of Debt Securities may be made, pursuant
to subsection (a) above, is not available to the Company for making payments
thereof due to the imposition of exchange controls or other circumstances beyond
the control of the Company, the Company, after learning thereof, will give
notice thereof to the Trustee immediately (and the Trustee promptly thereafter
will give notice to the Securityholders) specifying the last date on which the
Foreign Currency was used for the payment of principal of (and premium, if any)
or interest on such series of Debt Securities. In the event any composite
currency in which a Debt Security is denominated or payable ceases to be used
for the purposes for which it was established or is not available due to
circumstances beyond the control of the Company, the Company, after learning
thereof, will give notice thereof to the Trustee immediately (and the Trustee
promptly thereafter will give notice to the Securityholders). In the event of
any subsequent change in any Component, the Company, after learning thereof,
will give notice to the Trustee similarly (and the Trustee promptly thereafter
will give notice to the Securityholders). The Trustee shall be fully justified
and protected in relying and acting upon the information so received by it from
the Company and shall not otherwise have any duty or obligation to determine
such information independently.

                  SECTION 2.16 Optional Extension of Stated Maturity.

                  If specified as contemplated by Section 2.03 with respect to
the Securities of a particular series, the Company and the Guarantor shall have
the right to (a) change the Stated Maturity of the principal of the Securities
of such series upon the dissolution of the applicable Countrywide Trust and the
exchange of such Securities for the Preferred Securities of such Countrywide
Trust, or (b) extend the Stated Maturity of the principal of the Securities of
such series; provided that, at the time any election to extend such Stated
Maturity is made and at the time of such extension, (i) neither the Company nor
the Guarantor is in bankruptcy, otherwise insolvent or in liquidation, (ii)
neither the Company nor the Guarantor is in default in the payment of any
interest or principal on the Debt Securities of such series or under the
Guarantee in respect thereof, as the case may be, and no deferred interest
payments thereon have accrued, (iii) the applicable Countrywide Trust is not in
arrears on payments of Distributions on its Preferred Securities and no deferred
Distributions thereon have accumulated, (iv) the Securities

                                       23



of such series are rated not less than BBB+ by Standard & Poor's Ratings
Services or Baa1 by Moody's Investors Service, Inc. or the equivalent by any
other nationally recognized statistical rating organization and (v) the extended
Stated Maturity is no later than the 49th anniversary of the initial issuance of
the Preferred Securities of the applicable Countrywide Trust; provided, further,
that, if the Company exercises its right to dissolve the applicable Countrywide
Trust and exchange the Securities of such series for the Preferred Securities of
such Countrywide Trust as specified in clause (a) above, any changed Stated
Maturity of the principal of the Securities of such series shall be no earlier
than the date that is five years after the initial issue date of the Preferred
Securities and no later than the date 30 years (plus an extended term of up to
an additional 19 years if the above-referenced conditions are satisfied) after
the initial issue date of the Preferred Securities of the applicable Countrywide
Trust.

                                  ARTICLE III

                       PARTICULAR COVENANTS OF THE COMPANY

                  SECTION 3.01 Payment of Principal, Premium and Interest.

                  The Company covenants and agrees for the benefit of each
series of Securities that it will duly and punctually pay or cause to be paid
the principal of and premium, if any, and interest on each of the Debt
Securities of that series at the place, at the respective times and in the
manner provided in such Debt Securities. At the option of the Company, each
installment of interest on the Debt Securities of any series may be paid (i) by
mailing checks for such interest payable to the order of the holders of Debt
Securities entitled thereto as they appear on the Security Register or (ii) if
so specified with respect to the Securities of such series as contemplated by
Section 2.03, by wire transfer to any account designated by the holder of Debt
Securities entitled thereto.

                  SECTION 3.02 Offices for Notices and Payments, etc.

                  So long as any of the Securities remain outstanding, the
Company will maintain in the Borough of Manhattan, The City of New York, an
office or agency where the Securities of each series may be presented for
payment, an office or agency where the Securities of that series may be
presented for registration of transfer and for exchange as in this Indenture
provided and an office or agency where notices and demands to or upon the
Company in respect of the Securities of that series or of this Indenture may be
served. The Company will give to the Trustee written notice of the location of
any such office or agency and of any change of location thereof. Until otherwise
designated from time to time by the Company in a notice to the Trustee, or
specified as contemplated by Section 2.03, such office or agency for all of the
above purposes shall be the office or agency of the Trustee. In case the Company
shall fail to maintain any such office or agency in the Borough of Manhattan,
The City of New York, or shall fail to give such notice of the location or of
any change in the location thereof, presentations and demands may be made and
notices may be served at the principal corporate trust office of the Trustee.

                  In addition to any such office or agency, the Company may from
time to time designate one or more offices or agencies outside the Borough of
Manhattan, The City of New York, where the Securities may be presented for
registration of transfer and for exchange in the manner provided in this
Indenture, and the Company may from time to time rescind such designation, as
the Company may deem desirable or expedient; provided, however, that no such

                                       24



designation or rescission shall in any manner relieve the Company of its
obligation to maintain any such office or agency in the Borough of Manhattan,
The City of New York, for the purposes above mentioned. The Company will give to
the Trustee prompt written notice of any such designation or rescission thereof.

                  SECTION 3.03 Appointments to Fill Vacancies in Trustee's
Office.

                  The Company, whenever necessary to avoid or fill a vacancy in
the office of Trustee, will appoint, in the manner provided in Section 6.10, a
Trustee, so that there shall at all times be a Trustee hereunder.

                  SECTION 3.04 Provision as to Paying Agent.

                  (a)      If the Company shall appoint a paying agent other
than the Trustee with respect to the Securities of any series, it will cause
such paying agent to execute and deliver to the Trustee an instrument in which
such agent shall agree with the Trustee, subject to the provisions of this
Section 3.04,

                  (1) that it will hold all sums held by it as such agent for
         the payment of the principal of, and premium, if any, or interest, if
         any, on, the Securities of such series (whether such sums have been
         paid to it by the Company or by any other obligor on the Securities of
         such series) in trust for the benefit of the holders of the Securities
         of such series; and

                  (2) that it will give the Trustee notice of any failure by the
         Company (or by any other obligor on the Securities of such series) to
         make any payment of the principal of, and premium, if any, or interest,
         if any, on, the Securities of such series when the same shall be due
         and payable.

                  (b)      If the Company shall act as its own paying agent, it
will, on or before each due date of the principal of and premium, if any, or
interest, if any, on the Securities of any series, set aside, segregate and hold
in trust for the benefit of the holders of the Securities of such series a sum
sufficient to pay such principal, premium or interest so becoming due and will
notify the Trustee of any failure to take such action and of any failure by the
Company (or by any other obligor under the Securities of such series) to make
any payment of the principal of, and premium, if any, or interest, if any, on,
the Securities of such series when the same shall become due and payable.

                  (c)      Anything in this Section 3.04 to the contrary
notwithstanding, the Company may, at any time, for the purpose of obtaining a
satisfaction and discharge with respect to one or more or all series of
Securities hereunder, or for any other reason, pay, or cause to be paid to the
Trustee all sums held in trust for any such series by the Company or any such
paying agent, such sums to be held by the Trustee upon the trusts herein
contained.

                  (d)      Anything in this Section 3.04 to the contrary
notwithstanding, the agreement to hold sums in trust as provided in this Section
3.04 is subject to Sections 11.03 and 11.04.

                                       25



                  SECTION 3.05 Certificate to Trustee.

                  The Company will deliver to the Trustee within 120 days after
the end of each fiscal year, commencing with the first calendar year of the
issuance of Securities of any series under this Indenture, so long as Securities
of any series are outstanding hereunder, a Certificate stating that in the
course of the performance by the signers of their duties as officers of the
Company they would normally have knowledge of any default by the Company in the
performance of any covenants contained herein, stating whether or not they have
knowledge of any such default and, if so, specifying each such default of which
the signers have knowledge and the nature thereof, all without regard to periods
of grace or notice requirements.

                  SECTION 3.06 Compliance with Consolidation Provisions.

                  Neither the Company nor the Guarantor will, while any of the
Securities remain outstanding, consolidate with, or merge into, or merge into
itself, or sell or convey all or substantially all of its property to any other
company unless the provisions of Article X hereof are complied with.

                  SECTION 3.07 Limitation on Dividends.

                  If Securities are issued to a Countrywide Trust or a trustee
of such trust in connection with the issuance of Trust Securities by such
Countrywide Trust and (i) there shall have occurred and be continuing an Event
of Default or (ii) the Guarantor shall be in default with respect to its payment
of any obligations under the Preferred Securities Guarantee or Common Securities
Guarantee relating to such Countrywide Trust, then (a) neither the Guarantor nor
the Company shall declare or pay any dividend on, make any distributions with
respect to, or redeem, purchase, acquire or make a liquidation payment with
respect to, any of its capital stock (other than (i) repurchases, redemptions or
other acquisitions of shares of capital stock of the Company or the Guarantor in
connection with the satisfaction by the Company or the Guarantor of its
obligations under any employee benefit plans or any other contractual obligation
of the Company (other than a contractual obligation ranking pari passu with or
junior to the Securities or the Guarantee, in the respective cases of the
Company or the Guarantor), (ii) as a result of a reclassification of the
Company's or the Guarantor's capital stock or the exchange or conversion of one
class or series of the Company's or the Guarantor's capital stock for another
class or series of the Company's or the Guarantor's capital stock, (iii) the
purchase of fractional interests in shares of the Company's or the Guarantor's
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged or (iv) dividends and
distributions made on the capital stock of the Company or the Guarantor or
rights to acquire such capital stock with capital stock of the Company or the
Guarantor or other rights to acquire such capital stock), (b) the Guarantor and
the Company shall not make any payment of interest, principal or premium, if
any, on, or repay, repurchase or redeem any debt securities issued by the
Guarantor or the Company which rank pari passu with or junior to such Securities
or the Guarantee, in the respective cases of the Company or the Guarantor and
(c) the Guarantor and the Company shall not make any guarantee payments with
respect to the foregoing (other than pursuant to the Preferred Securities
Guarantee or the Guarantee).

                                       26



                  SECTION 3.08 Covenants as to Countrywide Trusts.

                  In the event Securities are issued to a Countrywide Trust or a
trustee of such trust in connection with the issuance of Trust Securities by
such Countrywide Trust, for so long as such Trust Securities remain outstanding,
the Company will (i) maintain 100% direct or indirect ownership of the Common
Securities of such Countrywide Trust; provided, however, that any permitted
successor of the Company under this Indenture may succeed to the Company's
ownership of the Common Securities, (ii) use its reasonable efforts to cause
such Countrywide Trust (a) to remain a statutory trust, except in connection
with a distribution of Securities to the holders of Trust Securities in
liquidation of such Countrywide Trust, the redemption of all of the Trust
Securities of such Countrywide Trust or certain mergers, consolidations or
amalgamations, each as permitted by the Declaration of such Countrywide Trust,
and (b) to otherwise continue not to be treated as either an association taxable
as a corporation or a partnership for United States Federal income tax purposes
and (iii) use its reasonable efforts to cause each holder of Trust Securities to
be treated as owning an undivided beneficial interest in the Securities.

                  SECTION 3.09 Notice of Default.

                  The Company or the Guarantor shall file with the Trustee
written notice of the occurrence of any Event of Default within 5 Business Days
of its becoming aware of any such Event of Default.

                                   ARTICLE IV

                    SECURITYHOLDERS' LISTS AND REPORTS BY THE
                             COMPANY AND THE TRUSTEE

                  SECTION 4.01 Securityholders' Lists.

                  The Company covenants and agrees that it will furnish or cause
to be furnished to the Trustee:

                  (a)      on each regular record date for each series of
                           Securities, a list, in such form as the Trustee may
                           reasonably require, of the names and addresses of the
                           Securityholders of such series of Securities as of
                           such record date (and on dates to be determined
                           pursuant to Section 2.03 for non-interest bearing
                           securities in each year); and

                  (b)      at such other times as the Trustee may request in
                           writing, within 30 days after the receipt by the
                           Company of any such request, a list of similar form
                           and content as of a date not more than 15 days prior
                           to the time such list is furnished; except that no
                           such lists need be furnished under this Section 4.01
                           so long as the Trustee is in possession thereof by
                           reason of its acting as Security registrar for such
                           series.

                  SECTION 4.02 Preservation and Disclosure of Lists.

                  (a)      The Trustee shall preserve, in as current a form as
is reasonably practicable, all information as to the names and addresses of the
holders of each series of

                                       27



Securities (1) contained in the most recent list furnished to it as provided in
Section 4.01 or (2) received by it in the capacity of Securities registrar (if
so acting) hereunder. The Trustee may destroy any list furnished to it as
provided in Section 4.01 upon receipt of a new list so furnished.

                  (b)      In case three or more holders of Securities of any
series (hereinafter referred to as "applicants") apply in writing to the Trustee
and furnish to the Trustee reasonable proof that each such applicant has owned a
Security of such series for a period of at least six months preceding the date
of such application, and such application states that the applicants desire to
communicate with other holders of Securities of such series or with holders of
all Securities with respect to their rights under this Indenture or under such
Securities and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Trustee shall
within five Business Days after the receipt of such application, at its
election, either:

                  (1)      afford such applicants access to the information
         preserved at the time by the Trustee in accordance with the provisions
         of subsection (a) of this Section 4.02, or

                  (2)      inform such applicants as to the approximate number
         of holders of such series or all Securities, as the case may be, whose
         names and addresses appear in the information preserved at the time by
         the Trustee in accordance with the provisions of subsection (a) of this
         Section 4.02, and as to the approximate cost of mailing to such
         Securityholders the form of proxy or other communication, if any,
         specified in such application.

                  If the Trustee shall elect not to afford such applicants
         access to such information, the Trustee shall, upon the written request
         of such applicants, mail to each Securityholder of such series or all
         Securities, as the case may be, whose name and address appear in the
         information preserved at the time by the Trustee in accordance with the
         provisions of subsection (a) of this Section 4.02 a copy of the form of
         proxy or other communication which is specified in such request with
         reasonable promptness after a tender to the Trustee of the material to
         be mailed and of payment, or provision for the payment, of the
         reasonable expenses of mailing, unless within five days after such
         tender, the Trustee shall mail to such applicants and file with the
         Commission, together with a copy of the material to be mailed, a
         written statement to the effect that, in the opinion of the Trustee,
         such mailing would be contrary to the best interests of the holders of
         Securities of such series or all Securities, as the case may be, or
         would be in violation of applicable law. Such written statement shall
         specify the basis of such opinion. If the Commission, after opportunity
         for a hearing upon the objections specified in the written statement so
         filed, shall enter an order refusing to sustain any of such objections
         or if, after the entry of an order sustaining one or more of such
         objections, the Commission shall find, after notice and opportunity for
         hearing, that all the objections so sustained have been met and shall
         enter an order so declaring, the Trustee shall mail copies of such
         material to all such Securityholders with reasonable promptness after
         the entry of such order and the renewal of such tender; otherwise the
         Trustee shall be relieved of any obligation or duty to such applicants
         respecting their application.

                                       28



                  (c)      Each and every holder of Securities, by receiving and
holding the same, agrees with the Company, the Guarantor and the Trustee that
neither the Company, the Guarantor nor the Trustee nor any paying agent shall be
held accountable by reason of the disclosure of any such information as to the
names and addresses of the holders of Securities in accordance with the
provisions of subsection (b) of this Section 4.02, regardless of the source from
which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
said subsection (b).

                  SECTION 4.03 Reports by Company.

                  (a)      The Company covenants and agrees to file with the
Trustee, within 15 days after the Company is required to file the same with the
Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) which the
Company may be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act; or, if the Company is not required to file
information, documents or reports pursuant to either of such sections, then to
file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Exchange Act in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations.

                  (b)      The Company covenants and agrees to file with the
Trustee and the Commission, in accordance with the rules and regulations
prescribed from time to time by the Commission, such additional information,
documents and reports with respect to compliance by the Company with the
conditions and covenants provided for in this Indenture as may be required from
time to time by such rules and regulations.

                  (c)      The Company covenants and agrees to transmit by mail
to all holders of Securities, as the names and addresses of such holders appear
upon the Security Register, within 30 days after the filing thereof with the
Trustee, such summaries of any information, documents and reports required to be
filed by the Company pursuant to subsections (a) and (b) of this Section 4.03 as
may be required by rules and regulations prescribed from time to time by the
Commission.

                  (d)      The Company covenants and agrees to furnish to the
Trustee within 120 days of the end of each fiscal year, the compliance
certificate required by Section 314(a)(4) of the Trust Indenture Act.

                  (e)      Delivery of such reports, information and documents
to the Trustee is for informational purposes only and the Trustee's receipt of
such shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the
Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).

                                       29



                  SECTION 4.04 Reports by the Trustee.

                  (a)      The Trustee shall transmit to Securityholders such
reports concerning the Trustee and its actions under this Indenture as may be
required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant thereto. If required by Section 313(a) of the Trust Indenture
Act, the Trustee shall, within 60 days after each April 15 following the date of
this Indenture deliver to Securityholders a brief report, dated as of such April
15, which complies with the provisions of such Section 313(a).

                  (b)      A copy of each such report shall, at the time of such
transmission to Securityholders, be filed by the Trustee with each stock
exchange, if any, upon which the Securities are listed, with the Commission and
with the Company. The Company will promptly notify the Trustee when the
Securities are listed on any stock exchange and of any delisting thereof.

                                   ARTICLE V

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

                  SECTION 5.01 Events of Default.

                  "Event of Default", with respect to any series of Securities,
wherever used herein, means any one of the following events (whatever the reason
for such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body), unless it is either inapplicable to a particular series or it is
specifically deleted or modified in the supplemental indenture under which such
series of Securities is issued or in the form of Security for such series:

                  (a)      the Company or the Guarantor defaults in the payment
                           of any interest upon any Securities of that series
                           when it becomes due and payable, and continuance of
                           such default for a period of 30 days; provided,
                           however, that a valid extension of an interest
                           payment period by the Company in accordance with the
                           terms of any particular series of Securities
                           established as contemplated in this Indenture shall
                           not constitute a default in the payment of interest
                           for this purpose; or

                  (b)      the Company or the Guarantor defaults in the payment
                           of all or any part of the principal of, or premium,
                           if any, on, any Securities of that series as and when
                           the same shall become due and payable either at the
                           Stated Maturity of the principal amount of the
                           Securities, upon redemption (including redemption for
                           any sinking fund), by declaration or otherwise;
                           provided, however, that a valid extension of the
                           Stated Maturity of such Securities in accordance with
                           the terms of any particular series of Securities
                           established as contemplated in this Indenture shall
                           not constitute a default in the payment of principal
                           or premium, if any, for this purpose; or

                                       30



                  (c)      the Company or the Guarantor defaults in the
                           performance, or breach, of any of its covenants or
                           warranties in this Indenture (other than a covenant
                           or warranty a default in whose performance or whose
                           breach is elsewhere in this Section specifically
                           dealt with and other than those set forth exclusively
                           in terms of any particular series of Securities
                           established as contemplated in this Indenture), and
                           continuance of such default or breach for a period of
                           60 days after there has been given, by registered or
                           certified mail, to the Company and the Guarantor by
                           the Trustee or to the Company, the Guarantor and the
                           Trustee by the holders of at least 25% in principal
                           amount of the outstanding Securities, a written
                           notice specifying such default or breach and
                           requiring it to be remedied and stating that such
                           notice is a "Notice of Default" hereunder; or

                  (d)      a court having jurisdiction in the premises shall
                           enter a decree or order for relief in respect of the
                           Company or the Guarantor in an involuntary case under
                           any applicable bankruptcy, insolvency or other
                           similar law now or hereafter in effect, or appointing
                           a receiver, liquidator, assignee, custodian, trustee,
                           sequestrator (or similar official) of the Company or
                           the Guarantor or for any substantial part of its
                           property, or ordering the winding-up or liquidation
                           of its affairs and such decree or order shall remain
                           unstayed and in effect for a period of 60 consecutive
                           days; or

                  (e)      the Company or the Guarantor shall commence a
                           voluntary case under any applicable bankruptcy,
                           insolvency or other similar law now or hereafter in
                           effect, shall consent to the entry of an order for
                           relief in an involuntary case under any such law, or
                           shall consent to the appointment of or taking
                           possession by a receiver, liquidator, assignee,
                           trustee, custodian, sequestrator (or other similar
                           official) of the Company or the Guarantor or of any
                           substantial part of its property, or shall make any
                           general assignment for the benefit of creditors, or
                           shall fail generally to pay its debts as they become
                           due; or

                  (f)      in the event Securities are issued to a Countrywide
                           Trust or a trustee of such trust in connection with
                           the issuance of Trust Securities by such Countrywide
                           Trust, such Countrywide Trust shall have voluntarily
                           or involuntarily dissolved, wound-up its business or
                           otherwise terminated its existence except in
                           connection with (i) the distribution of Securities to
                           holders of Trust Securities in liquidation of their
                           interests in such Countrywide Trust, (ii) the
                           redemption of all of the outstanding Trust Securities
                           of such Countrywide Trust or (iii) certain mergers,
                           consolidations or amalgamations, each as permitted by
                           the Declaration of such Countrywide Trust.

                  If an Event of Default occurs and is continuing, then, and in
each and every such case, unless the principal of all of the Securities of such
series shall have already become due and payable, either the Trustee or the
holders of not less than 25% in aggregate principal amount of the Securities of
that series then outstanding hereunder, by notice in writing to the Company and

                                       31



the Guarantor, may declare the entire principal of all Securities of that series
and the interest accrued thereon, if any, and any other amounts payable
hereunder to be due and payable immediately, and upon any such declaration the
same shall become immediately due and payable; provided that if subject Event of
Default arises under subparagraphs (d) or (e) of this Section 5.01, the
principal of all Securities of that series and the interest accrued thereon,
including any Compound Interest or Additional Interest, if any, and any other
amounts payable hereunder will automatically become immediately due and payable.

                  The foregoing provisions, however, are subject to the
condition that if, at any time after the principal of the Securities of any
series (or of all the Securities, as the case may be) shall have been so
declared due and payable, and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided, the
Company or the Guarantor shall pay or shall deposit with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Securities
of such series (or of all the Securities, as the case may be) and the principal
of and premium, if any, on any and all Securities of such series (or of all the
Securities, as the case may be) which shall have become due otherwise than by
acceleration (with interest upon such principal and premium, if any, and, to the
extent that payment of such interest is enforceable under applicable law, on
overdue installments of interest, at the same rate as the rate of interest
specified in the Securities of such series (or at the respective rates of
interest of all the Securities, as the case may be), to the date of such payment
or deposit) and such amount as shall be sufficient to cover reasonable
compensation to the Trustee and each predecessor Trustee, their respective
agents, attorneys and counsel, and all other expenses and liabilities incurred,
and all advances made, by the Trustee and each predecessor Trustee except as a
result of negligence or bad faith, and if any and all Events of Default under
the Indenture, other than the non-payment of the principal of or premium, if
any, on Securities which shall have become due solely by acceleration, shall
have been cured, waived or otherwise remedied as provided in this Indenture,
then and in every such case the holders of a majority in aggregate principal
amount of the Securities of such series (or of all the Securities, as the case
may be) then outstanding, by written notice to the Company and to the Trustee,
may waive all defaults with respect to that series (or with respect to all
Securities, as the case may be, in such case, treated as a single class) and
rescind and annul such declaration and its consequences, but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent default
or shall impair any right consequent thereon.

                  In case the Trustee shall have proceeded to enforce any right
under this Indenture and such proceedings shall have been discontinued or
abandoned because of such rescission or annulment or for any other reason or
shall have been determined adversely to the Trustee, then and in every such case
the Company, the Guarantor, the Trustee and the holders of the Securities shall
be restored respectively to their several positions and rights hereunder, and
all rights, remedies and powers of the Company, the Guarantor, the Trustee and
the holders of the Securities shall continue as though no such proceeding had
been taken.

                   SECTION 5.02 Payment of Securities on Default; Suit Therefor.

                  The Company and the Guarantor covenant that (a) in case an
Event of Default under Section 5.01(a), (b), (c) or (f) shall have occurred and
be continuing, then, upon demand of the Trustee, the Company or the Guarantor
will pay to the Trustee, for the benefit of the holders of the Securities of
that series, the whole amount that then shall have become due and payable on

                                       32



all such Securities of that series for principal and premium, if any, or
interest, or both, as the case may be, with interest upon the overdue principal
and premium, if any, and (to the extent that payment of such interest is
enforceable under applicable law and, if the Securities are held by a
Countrywide Trust or a trustee of such Trust, without duplication of any other
amounts paid by the Guarantor or such Countrywide Trust or a trustee in respect
thereof) upon the overdue installments of interest at the rate borne by the
Securities of that series; and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including a
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
any expenses or liabilities incurred by the Trustee hereunder other than through
its negligence or bad faith.

                  In case the Company or the Guarantor shall fail forthwith to
pay such amounts upon such demand, the Trustee, in its own name and as trustee
of an express trust, shall be entitled and empowered to institute any actions or
proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceeding to judgment or final
decree, and may enforce any such judgment or final decree against the Company or
the Guarantor or any other obligor on such Securities and collect in the manner
provided by law out of the property of the Company or the Guarantor or any other
obligor on such Securities wherever situated the moneys adjudged or decreed to
be payable.

                  If an Event of Default under Section 5.01(d) or (e) shall have
occurred, the Trustee, irrespective of whether the principal of the Securities
of any series shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made
any demand pursuant to the provisions of this Section 5.02, shall be entitled
and empowered, by intervention in such proceedings or otherwise, to file and
prove a claim or claims for the whole amount of principal and interest owing and
unpaid in respect of the Securities of such series and, in case of any judicial
proceedings, to file such proofs of claim and other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee (including
any claim for reasonable compensation to the Trustee and each predecessor
Trustee, and their respective agents, attorneys and counsel, and for
reimbursement of all expenses and liabilities incurred, and all advances made,
by the Trustee and each predecessor Trustee, except as a result of negligence or
bad faith) and of the Securityholders allowed in such judicial proceedings
relative to the Company or the Guarantor or any other obligor on the Securities
of any series, or to the creditors or property of the Company or the Guarantor
or such other obligor, unless prohibited by applicable law and regulations, to
vote on behalf of the holders of the Securities or any series in any election of
a trustee or a standby trustee in arrangement, reorganization, liquidation or
other bankruptcy or insolvency proceedings or person performing similar
functions in comparable proceedings, and to collect and receive any moneys or
other property payable or deliverable on any such claims, and to distribute the
same after the deduction of its charges and expenses; and any receiver, assignee
or trustee in bankruptcy or reorganization is hereby authorized by each of the
Securityholders to make such payments to the Trustee, and, in the event that the
Trustee shall consent to the making of such payments directly to the
Securityholders, to pay to the Trustee such amounts as shall be sufficient to
cover reasonable compensation to the Trustee, each predecessor Trustee and their
respective agents, attorneys and counsel, and all other expenses and liabilities
incurred, and all advances made, by the Trustee and each predecessor Trustee
except as a result of negligence or bad faith.

                  Nothing herein contained shall be construed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any
Securityholder any plan of reorganization,

                                       33




arrangement, adjustment or composition affecting the Securities of any series or
the rights of any holder thereof or to authorize the Trustee to vote in respect
of the claim of any Securityholder in any such proceeding.

                  All rights of action and of asserting claims under this
Indenture, or under any of the Securities, may be enforced by the Trustee
without the possession of any of the Securities, or the production thereof on
any trial or other proceeding relative thereto, and any such suit or proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall be for the ratable benefit of
the holders of the Securities.

                  In any proceedings brought by the Trustee (and also any
proceedings involving the interpretation of any provision of this Indenture to
which the Trustee shall be a party) the Trustee shall be held to represent all
the holders of the Securities, and it shall not be necessary to make any holders
of the Securities parties to any such proceedings.

                  SECTION 5.03 Application of Moneys Collected by Trustee.

                  Any moneys collected by the Trustee shall be applied in the
following order, at the date or dates fixed by the Trustee for the distribution
of such moneys, upon presentation of the several Securities in respect of which
moneys have been collected, and stamping thereon the payment, if only partially
paid, and upon surrender thereof if fully paid:

                  First: To the payment of costs and expenses of collection
applicable to such series and reasonable compensation to the Trustee, its
agents, attorneys and counsel, and of all other expenses and liabilities
incurred, and all advances made, by the Trustee except as a result of its
negligence or bad faith;

                  Second: To the payment of all Senior Indebtedness of the
Company if and to the extent required by Article XV hereof; and

                  Third: In case the principal of the outstanding Securities in
respect of which moneys have been collected shall not have become due and be
unpaid, to the payment of the amounts then due and unpaid upon Securities of
such series for principal (and premium, if any), and interest on the Securities
of such series, in respect of which or for the benefit of which money has been
collected, ratably, without preference or priority of any kind, according to the
amounts due on such Securities for principal (and premium, if any) and interest,
respectively. The holders of each series of Securities denominated in a Foreign
Currency shall be entitled to receive a ratable portion of the amount determined
by an exchange rate agent by converting the principal amount outstanding of such
series of Securities in the currency in which such series of Securities is
denominated into Dollars at the Exchange Rate as of the date of declaration of
acceleration of the Stated Maturity of the Securities (or, if there is no such
rate on such date for the reasons specified in Section 2.15(d) of the Indenture,
such rate on the date specified in such Section).

                  SECTION 5.04 Proceedings by Securityholders.

                  No holder of any Security of any series shall have any right
by virtue of or by availing of any provision of this Indenture to institute any
suit, action or proceeding in equity or at law upon or under or with respect to
this Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless such holder previously shall have given to the

                                       34



Trustee written notice of an Event of Default and of the continuance thereof
with respect to the Securities of such series specifying such Event of Default,
as hereinbefore provided, and unless also the holders of not less than 25% in
aggregate principal amount of the Securities of that series then outstanding
shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee security or indemnity satisfactory to the Trustee as it may require
against the costs, expenses and liabilities to be incurred therein or thereby,
and the Trustee for 60 days after its receipt of such notice, request and offer
of indemnity shall have failed to institute any such action, suit or proceeding,
it being understood and intended, and being expressly covenanted by the taker
and holder of every Security with every other taker and holder and the Trustee,
that no one or more holders of Securities of any series shall have any right in
any manner whatever by virtue of or by availing of any provision of this
Indenture to affect, disturb or prejudice the rights of any other holder of
Securities, or to obtain or seek to obtain priority over or preference to any
other such holder, or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
holders of Securities of the applicable series.

                  Notwithstanding any other provisions in this Indenture,
however, the right of any holder of any Security to receive payment of the
principal of (premium, if any) and interest, if any, on such Security, on or
after the same shall have become due and payable, or to institute suit for the
enforcement of any such payment, shall not be impaired or affected without the
consent of such holder and by accepting a Security hereunder it is expressly
understood, intended and covenanted by the taker and holder of every Security of
such series with every other such taker and holder and the Trustee, that no one
or more holders of Securities of such series shall have any right in any manner
whatsoever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of the holders of any other such
Securities, or to obtain or seek to obtain priority over or preference to any
other such holder, or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
holders of Securities of such series. For the protection and enforcement of the
provisions of this Section, each and every Securityholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.

                  The Company, the Guarantor and the Trustee acknowledge that
pursuant to each Declaration, the holders of Preferred Securities are entitled,
in the circumstances and subject to the limitations set forth therein, to
commence a Direct Action (as defined therein) with respect to any Event of
Default under this Indenture. Notwithstanding any payments made to such holder
of Preferred Securities by the Company or the Guarantor in connection with a
Direct Action, the Company shall remain obligated to pay the principal of or
interest on the Securities held by the Trust or the Institutional Trustee, and
the Company or the Guarantor, as the case may be, shall be subrogated to the
rights of the holder of such Preferred Securities relating to any payments on
the Securities to the extent of any payments made by the Company or the
Guarantor, as the case may be, to any such holder in any Direct Action.

                  SECTION 5.05 Proceedings by Trustee.

                  In case of an Event of Default hereunder the Trustee may in
its discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either by suit in
equity or by action at law or by proceeding in bankruptcy or otherwise, whether

                                       35



for the specific enforcement of any covenant or agreement contained in this
Indenture or in aid of the exercise of any power granted in this Indenture, or
to enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law.

                  SECTION 5.06 Remedies Cumulative and Continuing.

                  Except as otherwise provided in the last paragraph of Section
2.08 with respect to the replacement or payment of mutilated, lost or stolen
Securities, all powers and remedies given by this Article V to the Trustee or to
the Securityholders shall, to the extent permitted by law, be deemed cumulative
and not exclusive of any other powers and remedies available to the Trustee or
the holders of the Securities, by judicial proceedings or otherwise, to enforce
the performance or observance of the covenants and agreements contained in this
Indenture or otherwise established with respect to such series, and no delay or
omission of the Trustee or of any holder of any of the Securities to exercise
any right or power accruing upon any Event of Default occurring and continuing
as aforesaid shall impair any such right or power, or shall be construed to be a
waiver of any such default or an acquiescence therein; and, subject to the
provisions of Section 5.04, every power and remedy given by this Article V or by
law to the Trustee or to the Securityholders may be exercised from time to time,
and as often as shall be deemed expedient, by the Trustee or by the
Securityholders.

                  SECTION 5.07 Direction of Proceedings and Waiver of
                               Defaults by Majority of Securityholders.

                  The holders of a majority in aggregate principal amount of the
Securities of any or all series affected (voting as one class) at the time
outstanding shall have the right to direct the time, method, and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee; provided, however, that (subject to
the provisions of Section 6.01) the Trustee shall have the right to decline to
follow any such direction if the Trustee shall determine that the action so
directed would be unjustly prejudicial to the holders not taking part in such
direction or if the Trustee being advised by counsel determines that the action
or proceeding so directed may not lawfully be taken or if the Trustee in good
faith by its board of directors or trustees, executive committee, or a trust
committee of directors or trustees and/or Responsible Officers shall determine
that the action or proceedings so directed would involve the Trustee in personal
liability. Prior to any declaration accelerating the Stated Maturity of any
series of the Securities, or of all the Securities, as the case may be, the
holders of a majority in aggregate principal amount of the Securities of that
series at the time outstanding may on behalf of the holders of all of the
Securities of such series waive any past default or Event of Default, including
any default established pursuant to Section 2.03 and its consequences, except a
default (a) in the payment of principal of, premium, if any, or interest on any
of the Securities, (b) in respect of covenants or provisions hereof which cannot
be modified or amended without the consent of the holder of each Security
affected, or (c) of the covenants contained in Section 3.06; provided, however,
that if the Securities of such series are held by a Countrywide Trust or a
trustee of such trust, such waiver or modification to such waiver shall not be
effective until the holders of a majority in liquidation preference of Trust
Securities of the applicable Countrywide Trust shall have consented to such
waiver or modification to such waiver; provided, further, that if the consent of
the holder of each outstanding Security is required, such waiver shall not be
effective until each holder of the Trust Securities of the applicable
Countrywide Trust shall have consented to such waiver. Upon any such waiver, the

                                       36



default covered thereby shall be deemed to be cured for all purposes of this
Indenture and the Company, the Guarantor, the Trustee and the holders of the
Securities of such series shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon. Upon any such waiver the
Company, the Guarantor, the Trustee and the holders of the Securities of that
series (or of all Securities, as the case may be) shall be restored to their
former positions and rights hereunder, respectively; but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon. Whenever any default or Event of Default hereunder
shall have been waived as permitted by this Section 5.07, said default or Event
of Default shall for all purposes of the Securities of that series (or of all
Securities, as the case may be) and this Indenture be deemed to have been cured
and to be not continuing.

                  The foregoing provisions shall be in lieu of Sections
316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such sections are
hereby expressly excluded from this Indenture and the Securities, as permitted
by the Trust Indenture Act.

                  SECTION 5.08 Notice of Defaults.

                  The Trustee shall, within 60 days after the occurrence of a
default with respect to the Securities of any series, mail to all
Securityholders of that series, as the names and addresses of such holders
appear upon the Security Register, notice of all defaults with respect to that
series known to the Trustee, unless such defaults shall have been cured before
the giving of such notice (the term "defaults" for the purpose of this Section
5.08 being hereby defined to be the events specified in clauses (a), (b), (c),
(d), (e) and (f) of Section 5.01, not including periods of grace, if any,
provided for therein, and irrespective of the giving of written notice specified
in clause (c) of Section 5.01); and provided that, except in the case of default
in the payment of the principal of, premium, if any, or interest on any of the
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee, or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interests of the
Securityholders of such series; and provided further, that in the case of any
default of the character specified in Section 5.01(c), no such notice to
Securityholders of such series shall be given until 60 days after the Trustee
has notified the Company and the Guarantor of such occurrence.

                  SECTION 5.09 Undertaking to Pay Costs.

                  All parties to this Indenture agree, and each holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees and expenses, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section 5.09 shall not apply to any suit instituted
by the Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, of any series, holding in the aggregate more than 10% in
principal amount of the Securities of that series outstanding, or to any suit
instituted by any Securityholder for the

                                       37



enforcement of the payment of the principal of (or premium, if any) or interest
on any Security against the Company on or after the same shall have become due
and payable.

                                   ARTICLE VI

                             CONCERNING THE TRUSTEE

                  SECTION 6.01 Duties and Responsibilities of Trustee.

                  With respect to the holders of any series of Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to Securities of that series and after the curing or waiving of all
Events of Default which may have occurred, with respect to Securities of that
series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee. In case an
Event of Default with respect to the Securities of a series has occurred (which
has not been cured or waived) the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill
in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

                  No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct, except that:

                  (a)      prior to the occurrence of an Event of Default with
                           respect to Securities of a series and after the
                           curing or waiving of all Events of Default with
                           respect to that series which may have occurred:

                           (1)      the duties and obligations of the Trustee
                                    with respect to Securities of a series shall
                                    be determined solely by the express
                                    provisions of this Indenture, and the
                                    Trustee shall not be liable except for the
                                    performance of such duties and obligations
                                    with respect to such series as are
                                    specifically set forth in this Indenture,
                                    and no implied covenants or obligations
                                    shall be read into this Indenture against
                                    the Trustee; and

                           (2)      in the absence of bad faith on the part of
                                    the Trustee, the Trustee may conclusively
                                    rely, as to the truth of the statements and
                                    the correctness of the opinions expressed
                                    therein, upon any certificates or opinions
                                    furnished to the Trustee and conforming to
                                    the requirements of this Indenture; but, in
                                    the case of any such certificates or
                                    opinions which by any provision hereof are
                                    specifically required to be furnished to the
                                    Trustee, the Trustee shall be under a duty
                                    to examine the same to determine whether or
                                    not they conform to the requirements of this
                                    Indenture (but need not confirm or
                                    investigate the accuracy of mathematical
                                    calculations or other facts stated therein);

                                       38



                  (b)      the Trustee shall not be liable for any error of
                           judgment made in good faith by a Responsible Officer
                           of the Trustee, unless it shall be proved that the
                           Trustee was negligent in ascertaining the pertinent
                           facts; and

                  (c)      the Trustee shall not be liable with respect to any
                           action taken or omitted to be taken by it in good
                           faith, in accordance with the direction of the
                           Securityholders pursuant to Section 5.07, relating to
                           the time, method and place of conducting any
                           proceeding for any remedy available to the Trustee,
                           or exercising any trust or power conferred upon the
                           Trustee, under this Indenture.

                  None of the provisions contained in this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if there is reasonable ground for believing that
the repayment of such funds or liability is not reasonably assured to it under
the terms of this Indenture or adequate indemnity against such risk is not
reasonably assured to it.

                  SECTION 6.02 Reliance on Documents, Opinions, etc.

Except as otherwise provided in Section 6.01:

                  (a)      the Trustee may conclusively rely and shall be
                           protected in acting or refraining from acting upon
                           any resolution, certificate, statement, instrument,
                           opinion, report, notice, request, consent, order,
                           bond, note, debenture or other paper or document
                           believed by it to be genuine and to have been signed
                           or presented by the proper party or parties;

                  (b)      any request, direction, order or demand of the
                           Company or the Guarantor mentioned herein shall be
                           sufficiently evidenced by an Officers' Certificate
                           (unless other evidence in respect thereof be herein
                           specifically prescribed); and any Board Resolution
                           may be evidenced to the Trustee by a copy thereof
                           certified by the Secretary or an Assistant Secretary
                           of the Company or the Guarantor, as the case may be;

                  (c)      the Trustee may consult with counsel of its selection
                           and any advice or Opinion of Counsel shall be full
                           and complete authorization and protection in respect
                           of any action taken, suffered or omitted by it
                           hereunder in good faith and in accordance with such
                           advice or Opinion of Counsel;

                  (d)      the Trustee shall be under no obligation to exercise
                           any of the rights or powers vested in it by this
                           Indenture at the request, order or direction of any
                           of the Securityholders, pursuant to the provisions of
                           this Indenture, unless such Securityholders shall
                           have offered to the Trustee security or indemnity
                           satisfactory to the Trustee against the costs,
                           expenses and liabilities which may be incurred
                           therein or thereby;

                  (e)      the Trustee shall not be liable for any action taken,
                           suffered or omitted by it in good faith and believed
                           by it to be authorized or within the discretion or
                           rights or powers conferred upon it by this Indenture;
                           nothing contained

                                       39



                           herein shall, however, relieve the Trustee of the
                           obligation, upon the occurrence of an Event of
                           Default with respect to a series of the Securities
                           (that has not been cured or waived) to exercise with
                           respect to Securities of that series such of the
                           rights and powers vested in it by this Indenture, and
                           to use the same degree of care and skill in their
                           exercise, as a prudent person would exercise or use
                           under the circumstances in the conduct of his or her
                           own affairs;

                  (f)      the Trustee shall not be bound to make any
                           investigation into the facts or matters stated in any
                           resolution, certificate, statement, instrument,
                           opinion, report, notice, request, consent, order,
                           approval, bond, debenture, coupon or other paper or
                           document, unless requested in writing to do so by the
                           holders of not less than a majority in principal
                           amount of the outstanding Securities of the series
                           affected thereby; provided, however, that if the
                           payment within a reasonable time to the Trustee of
                           the costs, expenses or liabilities likely to be
                           incurred by it in the making of such investigation
                           is, in the opinion of the Trustee, not reasonably
                           assured to the Trustee by the security afforded to it
                           by the terms of this Indenture, the Trustee may
                           require indemnity satisfactory to the Trustee against
                           such expense or liability as a condition to so
                           proceeding;

                  (g)      the Trustee may execute any of the trusts or powers
                           hereunder or perform any duties hereunder either
                           directly or by or through agents (including any
                           Authenticating Agent), custodians, nominees or
                           attorneys, and the Trustee shall not be responsible
                           for any misconduct or negligence on the part of any
                           such agent or attorney appointed by it with due care;

                  (h)      the Trustee shall not be deemed to have notice of any
                           Default or Event of Default unless a Responsible
                           Officer of the Trustee has actual knowledge thereof
                           or unless written notice of any event which is in
                           fact such a default is received by the Trustee at the
                           principal office of the Trustee, and such notice
                           references the Securities and this Indenture;

                  (i)      the rights, privileges, protections, immunities and
                           benefits given to the Trustee, including, without
                           limitation, its right to be indemnified, are extended
                           to, and shall be enforceable by, the Trustee in each
                           of its capacities hereunder, and to each agent,
                           custodian and other Person employed to act hereunder;
                           and

                  (j)      the Trustee may request that the Company and the
                           Guarantor deliver Officers' Certificates setting
                           forth the names of individuals and/or titles of
                           officers authorized at such time to take specified
                           actions pursuant to this Indenture, which Officers'
                           Certificates may be signed by any person authorized
                           to sign an Officers' Certificate, including any
                           person specified as so authorized in any such
                           certificate previously delivered and not superseded.

                                       40



                  SECTION  6.03 No Responsibility for Recitals, etc.

                  The recitals contained herein and in the Securities (except in
the Certificate of Authentication of the Trustee or the Authenticating Agent)
shall be taken as the statements of the Company and the Guarantor, and the
Trustee and the Authenticating Agent assume no responsibility for the
correctness of the same. The Trustee and the Authenticating Agent make no
representations as to the validity or sufficiency of this Indenture or of the
Securities. The Trustee and the Authenticating Agent shall not be accountable
for the use or application by the Company or the Guarantor of any Securities or
the proceeds of any Securities authenticated and delivered by the Trustee or the
Authenticating Agent in conformity with the provisions of this Indenture.

                  SECTION 6.04 Trustee, Authenticating Agent, Paying
                               Agents, Transfer Agents or Registrar May Own
                               Securities.

                  The Trustee or any Authenticating Agent or any paying agent or
any transfer agent or any Security registrar, in its individual or any other
capacity, may become the owner or pledgee of Securities with the same rights it
would have if it were not Trustee, Authenticating Agent, paying agent, transfer
agent or Security registrar.

                  SECTION 6.05 Moneys to be Held in Trust.

                  Subject to the provisions of Section 11.04, all moneys
received by the Trustee or any paying agent shall, until used or applied as
herein provided, be held in trust for the purpose for which they were received,
but need not be segregated from other funds except to the extent required by
law. The Trustee and any paying agent shall be under no liability for interest
on any money received by it hereunder except as otherwise agreed in writing with
the Company and the Guarantor.

                  SECTION 6.06 Compensation and Expenses of Trustee.

                  The Company and the Guarantor, jointly and severally, covenant
and agree to pay to the Trustee from time to time, and the Trustee shall be
entitled to, such compensation as shall be agreed to in writing among the
Company, the Guarantor and the Trustee (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust), and the Company and the Guarantor will pay or reimburse the Trustee upon
its request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of its
counsel and of all persons not regularly in its employ and any amounts paid by
the Trustee to any Authenticating Agent pursuant to Section 6.14) except any
such expense, disbursement or advance as may arise from its negligence or bad
faith. The Company and the Guarantor also covenant to indemnify each of the
Trustee and any predecessor Trustee (and its officers, agents, directors and
employees) for, and to hold it harmless against, any and all loss, damage,
claim, liability or expense, including taxes (other than taxes based on the
income of the Trustee), incurred without negligence or bad faith on the part of
the Trustee and arising out of or in connection with the acceptance or
administration of this trust, including the costs and expenses of defending
itself against any claim (whether asserted by the Company, the Guarantor, a
holder of Securities or any other Person) of liability in the premises. The
obligations of the Company and the Guarantor under this Section 6.06 to
compensate and indemnify the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and

                                       41



advances shall constitute additional indebtedness hereunder, and shall survive
the resignation or removal of the Trustee and the termination of this Indenture.
Such additional indebtedness shall be secured by a lien prior to that of the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the holders of particular
Securities.

                  When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 5.01(d) or Section
5.01(e), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable federal or state bankruptcy,
insolvency or other similar law.

                  The provisions of this Section shall survive the resignation
or removal of the Trustee and satisfaction and discharge of this Indenture.

                  SECTION 6.07 Officers' Certificate as Evidence.

                  Except as otherwise provided in Sections 6.01 and 6.02,
whenever in the administration of the provisions of this Indenture the Trustee
shall deem it necessary or desirable that a matter be proved or established
prior to taking or omitting any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers' Certificate delivered to the
Trustee, and such certificate, in the absence of negligence or bad faith on the
part of the Trustee, shall be full warrant to the Trustee for any action taken
or omitted by it under the provisions of this Indenture upon the faith thereof.

                  SECTION 6.08 Conflicting Interest of Trustee.

                  If the Trustee has or shall acquire any "conflicting interest"
within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and
the Company shall in all respects comply with the provisions of Section 310(b)
of the Trust Indenture Act.

                  SECTION 6.09 Eligibility of Trustee.

                  The Trustee hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America or
any state or territory thereof or of the District of Columbia or a corporation
or other Person permitted to act as trustee by the Commission authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least 50 million U.S. dollars ($50,000,000) and subject to
supervision or examination by federal, state, territorial, or District of
Columbia authority. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section 6.09 the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.

                  The Company and the Guarantor may not, nor may any Person
directly or indirectly controlling, controlled by, or under common control with
the Company or the Guarantor, serve as Trustee.

                                       42



                  In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 6.09, the Trustee shall resign
immediately in the manner and with the effect specified in Section 6.10.

                  SECTION 6.10 Resignation or Removal of Trustee.

                  (a)      The Trustee, or any trustee or trustees hereafter
appointed, may at any time resign with respect to one or more or all series of
Securities by giving written notice of such resignation to the Company and the
Guarantor and by mailing notice thereof to the holders of the applicable series
of Securities at their addresses as they shall appear on the Security Register.
Upon receiving such notice of resignation, the Company and the Guarantor shall
promptly appoint a successor trustee or trustees with respect to the applicable
series by written instrument, in duplicate, executed by order of its Board of
Directors, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee. If no successor trustee shall
have been so appointed with respect to any series of Securities and have
accepted appointment within 30 days after the mailing of such notice of
resignation to the affected Securityholders, the resigning Trustee may petition,
at the expense of the Company, any court of competent jurisdiction for the
appointment of a successor trustee, or any Securityholder who has been a bona
fide holder of a Security or Securities of the applicable series for at least
six months may, subject to the provisions of Section 5.09, on behalf of himself
and all others similarly situated, petition any such court for the appointment
of a successor trustee. Such court may thereupon, after such notice, if any, as
it may deem proper and prescribe, appoint a successor trustee.

                  (b)      In case at any time any of the following shall occur:

                                    (1)      the Trustee shall fail to comply
                           with the provisions of Section 6.08 after written
                           request therefor by the Company or the Guarantor or
                           by any Securityholder who has been a bona fide holder
                           of a Security or Securities for at least six months,
                           or

                                    (2)      the Trustee shall cease to be
                           eligible in accordance with the provisions of Section
                           6.09 and shall fail to resign after written request
                           therefor by the Company or the Guarantor or by any
                           such Securityholder, or

                                    (3)      the Trustee shall become incapable
                           of acting, or shall be adjudged a bankrupt or
                           insolvent, or a receiver of the Trustee or of its
                           property shall be appointed, or any public officer
                           shall take charge or control of the Trustee or of its
                           property or affairs for the purpose of
                           rehabilitation, conservation or liquidation;

then, in any such case, the Company or the Guarantor may remove the Trustee and
appoint a successor trustee by written instrument, in duplicate, executed by
order of the Board of Directors, one copy of which instrument shall be delivered
to the Trustee so removed and one copy to the successor trustee, or, subject to
the provisions of Section 5.09, any Securityholder who has been a bona fide
holder of a Security or Securities of the applicable series for at least six
months may, on behalf of himself and all others similarly situated, petition any
court of

                                       43



competent jurisdiction for the removal of the Trustee and the appointment of a
successor trustee. Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, remove the Trustee and appoint a successor
trustee.

                  (c)      The holders of a majority in aggregate principal
amount of the Securities of any series at the time outstanding may at any time
remove the Trustee with respect to such series and nominate a successor trustee
with respect to the applicable series of Securities or all series, as the case
may be, which shall be deemed appointed as successor trustee with respect to the
applicable series unless within ten Business Days after such nomination the
Company or the Guarantor objects thereto, in which case the Trustee so removed
or any Securityholder of the applicable series, upon the terms and conditions
and otherwise as provided in subsection (a) of this Section 6.10, may petition,
at the expense of the Company, any court of competent jurisdiction for an
appointment of a successor trustee with respect to such series.

                  (d)      Any resignation or removal of the Trustee and
appointment of a successor trustee pursuant to any of the provisions of this
Section 6.10 shall become effective upon acceptance of appointment by the
successor trustee as provided in Section 6.11.

                  SECTION 6.11 Acceptance by Successor Trustee.

                  Any successor trustee appointed as provided in Section 6.10
shall execute, acknowledge and deliver to the Company and the Guarantor and to
its predecessor trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the retiring trustee with respect to all
or any applicable series shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, duties and obligations with respect to such series of its
predecessor hereunder, with like effect as if originally named as trustee
herein; but, nevertheless, on the written request of the Company or the
Guarantor or of the successor trustee, the trustee ceasing to act shall, upon
payment of any amounts then due it pursuant to the provisions of Section 6.06,
execute and deliver an instrument transferring to such successor trustee all the
rights and powers of the trustee so ceasing to act and shall duly assign,
transfer and deliver to such successor trustee all property and money held by
such retiring trustee thereunder. Upon request of any such successor trustee,
the Company and the Guarantor shall execute any and all instruments in writing
for more fully and certainly vesting in and confirming to such successor trustee
all such rights and powers. Any trustee ceasing to act shall, nevertheless,
retain a lien upon all property or funds held or collected by such trustee to
secure any amounts then due it pursuant to the provisions of Section 6.06.

                  If a successor trustee is appointed with respect to the
Securities of one or more (but not all) series, the Company, the Guarantor, the
retiring trustee and each successor trustee with respect to the Securities of
any applicable series shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the retiring trustee
with respect to the Securities of any series as to which the predecessor trustee
is not retiring shall continue to be vested in the predecessor trustee, and
shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the Trust hereunder
by more than one trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such trustees co-trustees of the same
trust and that each

                                       44



such trustee shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such trustee.

                  No successor trustee shall accept appointment as provided in
this Section 6.11 unless at the time of such acceptance such successor trustee
shall be qualified under the provisions of Section 6.08 and eligible under the
provisions of Section 6.09.

                  Upon acceptance of appointment by a successor trustee as
provided in this Section 6.11, the Company and the Guarantor shall mail notice
of the succession of such trustee hereunder to the holders of Securities of any
applicable series at their addresses as they shall appear on the Security
Register. If the Company and the Guarantor fail to mail such notice within ten
days after the acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be mailed at the expense of the Company and
the Guarantor.

                  SECTION 6.12 Succession by Merger, etc.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder without the execution or filing of any paper or any further act on the
part of any of the parties hereto.

                  In case at the time such successor to the Trustee shall
succeed to the trusts created by this Indenture any of the Securities of any
series shall have been authenticated but not delivered, any such successor to
the Trustee may adopt the Certificate of Authentication of any predecessor
trustee, and deliver such Securities so authenticated; and in case at that time
any of the Securities of any series shall not have been authenticated, any
successor to the Trustee may authenticate such Securities either in the name of
any predecessor hereunder or in the name of the successor trustee; and in all
such cases such certificates shall have the full force which it is anywhere in
the Securities of such series or in this Indenture provided that the certificate
of the Trustee shall have; provided, however, that the right to adopt the
Certificate of Authentication of any predecessor Trustee or authenticate
Securities of any series in the name of any predecessor Trustee shall apply only
to its successor or successors by merger, conversion or consolidation.

                  SECTION 6.13 Limitation on Rights of Trustee as a Creditor.

                  The Trustee shall comply with Section 311(a) of the Trust
Indenture Act, excluding any creditor relationship described in Section 311(b)
of the Trust Indenture Act. A Trustee who has resigned or been removed shall be
subject to Section 311(a) of the Trust Indenture Act to the extent included
therein.

                  SECTION 6.14 Authenticating Agents.

                  There may be one or more Authenticating Agents appointed by
the Trustee upon the request of the Company and the Guarantor with power to act
on its behalf and subject to its direction in the authentication and delivery of
Securities of any series issued upon exchange or registration of transfer
thereof as fully to all intents and purposes as though any such Authenticating
Agent had been expressly authorized to authenticate and deliver Securities of
such series; provided that the Trustee shall have no liability to the Company or
the Guarantor for

                                       45



any acts or omissions of the Authenticating Agent with respect to the
authentication and delivery of Securities of any series. Any such Authenticating
Agent shall at all times be a corporation organized and doing business under the
laws of the United States or of any state or territory thereof or of the
District of Columbia authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of at least $5,000,000 and being subject
to supervision or examination by federal, state, territorial or District of
Columbia authority. If such corporation publishes reports of condition at least
annually pursuant to law or the requirements of such authority, then for the
purposes of this Section 6.14 the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect herein specified in this Section.

                  Any corporation into which any Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, consolidation or conversion to which any
Authenticating Agent shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of any Authenticating Agent,
shall be the successor of such Authenticating Agent hereunder, if such successor
corporation is otherwise eligible under this Section 6.14 without the execution
or filing of any paper or any further act on the part of the parties hereto or
such Authenticating Agent.

                  Any Authenticating Agent may at any time resign with respect
to one or more or all series of Securities by giving written notice of
resignation to the Trustee and to the Company and the Guarantor. The Trustee may
at any time terminate the agency of any Authenticating Agent with respect to one
or more or all series of Securities by giving written notice of termination to
such Authenticating Agent and to the Company and the Guarantor. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
any Authenticating Agent shall cease to be eligible under this Section 6.14, the
Trustee may, and upon the request of the Company and the Guarantor shall,
promptly appoint a successor Authenticating Agent with respect to the applicable
series eligible under this Section 6.14, shall give written notice of such
appointment to the Company and the Guarantor and shall mail notice of such
appointment to all holders of the applicable series of Securities as the names
and addresses of such holders appear on the Security Register. Any successor
Authenticating Agent with respect to all or any series upon acceptance of its
appointment hereunder shall become vested with all rights, powers, duties and
responsibilities with respect to such series of its predecessor hereunder, with
like effect as if originally named as Authenticating Agent herein.

                  The Company and the Guarantor agree to pay to any
Authenticating Agent from time to time reasonable compensation for its services.
Any Authenticating Agent shall have no responsibility or liability for any
action taken by it as such in accordance with the directions of the Trustee.

                                       46



                                  ARTICLE VII

                         CONCERNING THE SECURITYHOLDERS

                  SECTION 7.01 Action by Securityholders.

                  Whenever in this Indenture it is provided that the holders of
a specified percentage in aggregate principal amount of the Securities of any or
all series may take any action (including the making of any demand or request,
the giving of any notice, consent or waiver or the taking of any other action)
the fact that at the time of taking any such action the holders of such
specified percentage have joined therein may be evidenced (a) by any instrument
or any number of instruments of similar tenor executed by such Securityholders
in person or by agent or proxy appointed in writing, or (b) by the record of
such holders of Securities voting in favor thereof at any meeting of such
Securityholders duly called and held in accordance with the provisions of
Article VIII hereof, or (c) by a combination of such instrument or instruments
and any such record of such a meeting of such Securityholders.

                  If the Company or the Guarantor shall solicit from the
Securityholders of any series any request, demand, authorization, direction,
notice, consent, waiver or other action, the Company or the Guarantor may, at
its option, as evidenced by an Officers' Certificate, fix in advance a record
date for such series for the determination of Securityholders entitled to give
such request, demand, authorization, direction, notice, consent, waiver or other
action, but the Company or the Guarantor shall have no obligation to do so. If
such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other action may be given before or after the record
date, but only the Securityholders of record at the close of business on the
record date shall be deemed to be Securityholders for the purposes of
determining whether Securityholders of the requisite proportion of outstanding
Securities of that series have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or other
action, and for that purpose the outstanding Securities of that series shall be
computed as of the record date; provided, however, that no such authorization,
agreement or consent by such Securityholders on the record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after the record date.

                  SECTION 7.02 Proof of Execution by Securityholders.

                  Subject to the provisions of Section 6.01, 6.02 and 8.05,
proof of the execution of any instrument by a Securityholder or his agent or
proxy shall be sufficient if made in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee. The ownership of Securities shall be proved by the
Security Register or by a certificate of the Security registrar. The Trustee may
require such additional proof of any matter referred to in this Section as it
shall deem necessary.

                  The record of any Securityholders' meeting shall be proved in
the manner provided in Section 8.06.

                                       47



                  SECTION 7.03 Who Are Deemed Absolute Owners.

                  Prior to due presentment for registration of transfer of any
Security, the Company, the Guarantor, the Trustee, any Authenticating Agent, any
paying agent, any transfer agent and any Security registrar may deem the person
in whose name such Security shall be registered upon the Security Register to
be, and may treat him as, the absolute owner of such Security (whether or not
such Security shall be overdue) for the purpose of receiving payment of or on
account of the principal of, premium, if any, and interest on such Security and
for all other purposes; and neither the Company nor the Guarantor nor the
Trustee nor any Authenticating Agent nor any paying agent nor any transfer agent
nor any Security registrar shall be affected by any notice to the contrary. All
such payments so made to any holder for the time being or upon his order shall
be valid, and, to the extent of the sum or sums so paid, effectual to satisfy
and discharge the liability for moneys payable upon any such Security.

                  SECTION 7.04 Securities Owned by Company or the Guarantor
                               Deemed Not Outstanding.

                  In determining whether the holders of the requisite aggregate
principal amount of Securities have concurred in any direction, consent or
waiver under this Indenture, Securities which are owned by the Company or the
Guarantor or any other obligor on the Securities or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or the Guarantor or any other obligor on the Securities
shall be disregarded and deemed not to be outstanding for the purpose of any
such determination; provided that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver,
only Securities which a Responsible Officer actually knows are so owned shall be
so disregarded. Securities so owned which have been pledged in good faith may be
regarded as outstanding for the purposes of this Section 7.04 if the pledgee
shall establish to the satisfaction of the Trustee the pledgee's right to vote
such Securities and that the pledgee is not the Company or the Guarantor or any
such other obligor or Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or the Guarantor or
any such other obligor. In the case of a dispute as to such right, any decision
by the Trustee taken upon the advice of counsel shall be full protection to the
Trustee.

                  SECTION 7.05 Revocation of Consents; Future Holders Bound.

                  At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 7.01, of the taking of any action by the holders
of the percentage in aggregate principal amount of the Securities specified in
this Indenture in connection with such action, any holder of a Security (or any
Security issued in whole or in part in exchange or substitution therefor) the
serial number of which is shown by the evidence to be included in the Securities
the holders of which have consented to such action may, by filing written notice
with the Trustee at its principal office and upon proof of holding as provided
in Section 7.02, revoke such action so far as concerns such Security (or so far
as concerns the principal amount represented by any exchanged or substituted
Security). Except as aforesaid any such action taken by the holder of any
Security shall be conclusive and binding upon such holder and upon all future
holders and owners of such Security, and of any Security issued in exchange or
substitution therefor,

                                       48



irrespective of whether or not any notation in regard thereto is made upon such
Security or any Security issued in exchange or substitution therefor.

                                  ARTICLE VIII

                            SECURITYHOLDERS' MEETINGS

                  SECTION 8.01 Purposes of Meetings.

                  A meeting of Securityholders of any or all series may be
called at any time and from time to time pursuant to the provisions of this
Article VIII for any of the following purposes:

                  (a)      to give any notice to the Company or to the Guarantor
                           or to the Trustee, or to give any directions to the
                           Trustee, or to consent to the waiving of any default
                           hereunder and its consequences, or to take any other
                           action authorized to be taken by Securityholders
                           pursuant to any of the provisions of Article V
                           hereof;

                  (b)      to remove the Trustee and nominate a successor
                           trustee pursuant to the provisions of Article VI
                           hereof;

                  (c)      to consent to the execution of an indenture or
                           indentures supplemental hereto pursuant to the
                           provisions of Section 9.02; or

                  (d)      to take any other action authorized to be taken by or
                           on behalf of the holders of any specified aggregate
                           principal amount of such Securities under any other
                           provision of this Indenture or under applicable law.

                  SECTION 8.02 Call of Meetings by Trustee.

                  The Trustee may at any time call a meeting of Securityholders
of any or all series to take any action specified in Section 8.01, to be held at
such time and at such place in the Borough of Manhattan, The City of New York,
as the Trustee shall determine. Notice of every meeting of the Securityholders
of any or all series, setting forth the time and the place of such meeting and
in general terms the action proposed to be taken at such meeting, shall be
mailed to holders of Securities of each series affected at their addresses as
they shall appear on the Securities Register for each series affected. Such
notice shall be mailed not less than 20 nor more than 180 days prior to the date
fixed for the meeting.

                  SECTION 8.03 Call of Meetings by Company, Guarantor or
                               Securityholders.

                  In case at any time the Company or the Guarantor pursuant to a
resolution of the Board of Directors, or the holders of at least 10% in
aggregate principal amount of the Securities of any or all series, as the case
may be, then outstanding, shall have requested the Trustee to call a meeting of
Securityholders of any or all series, as the case may be, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have mailed the notice of such meeting within
20 days after receipt of such request, then the

                                       49



Company, the Guarantor or such Securityholders may determine the time and the
place in said Borough of Manhattan for such meeting and may call such meeting to
take any action authorized in Section 8.01, by mailing notice thereof as
provided in Section 8.02.

                  SECTION 8.04 Qualifications for Voting.

                  To be entitled to vote at any meeting of Securityholders a
Person shall (a) be a holder of one or more Securities with respect to which the
meeting is being held or (b) a Person appointed by an instrument in writing as
proxy by a holder of one or more such Securities. The only Persons who shall be
entitled to be present or to speak at any meeting of Securityholders shall be
the Persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel and any representatives of the Guarantor and its
counsel.

                  SECTION 8.05 Regulations.

                  Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Securityholders, in regard to proof of the holding of Securities and
of the appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall think fit.

                  The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company, by the Guarantor or by Securityholders as provided in Section 8.03,
in which case the Company, the Guarantor or the Securityholders calling the
meeting, as the case may be, shall in like manner appoint a temporary chairman.
A permanent chairman and a permanent secretary of the meeting shall be elected
by majority vote of the meeting.

                  Subject to the provisions of Section 7.04, at any meeting each
holder of Securities with respect to which such meeting is being held or proxy
therefor shall be entitled to one vote for each principal amount of Securities
in the minimum denomination specified pursuant to Section 2.03 held or
represented by him; provided, however, that no vote shall be cast or counted at
any meeting in respect of any Security challenged as not outstanding and ruled
by the chairman of the meeting to be not outstanding. The chairman of the
meeting shall have no right to vote other than by virtue of Securities held by
him or instruments in writing as aforesaid duly designating him as the Person to
vote on behalf of other Securityholders. Any meeting of Securityholders duly
called pursuant to the provisions of Section 8.02 or 8.03 may be adjourned from
time to time by a majority of those present, whether or not constituting a
quorum, and the meeting may be held as so adjourned without further notice.

                  SECTION 8.06 Voting.

                  The vote upon any resolution submitted to any meeting of
holders of Securities with respect to which such meeting is being held shall be
by written ballots on which shall be subscribed the signatures of such holders
or of their representatives by proxy and the serial number or numbers of the
Securities held or represented by them. The permanent chairman of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the
secretary of the meeting their

                                       50



verified written reports in triplicate of all votes cast at the meeting. A
record in duplicate of the proceedings of each meeting of Securityholders shall
be prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more Persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was mailed as provided in Section 8.02. The record shall show the serial
numbers of the Securities voting in favor of or against any resolution. The
record shall be signed and verified by the affidavits of the permanent chairman
and secretary of the meeting and one of the duplicates shall be delivered to the
Company and the other to the Trustee to be preserved by the Trustee, the latter
to have attached thereto the ballots voted at the meeting.

                  Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

                  SECTION 9.01 Supplemental Indentures without Consent of
                               Securityholders.

                  The Company and the Guarantor, when authorized by resolutions
of their respective Boards of Directors, and the Trustee may from time to time
and at any time enter into an indenture or indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act as then in effect),
without the consent of the Securityholders, for one or more of the following
purposes:

                  (a)      to evidence the succession of another corporation to
                           the Company or the Guarantor, or successive
                           successions, and the assumption by the successor
                           corporation of the covenants, agreements and
                           obligations of the Company or the Guarantor, as the
                           case may be, pursuant to Article X hereof;

                  (b)      to add to the covenants of the Company or the
                           Guarantor such further covenants, restrictions or
                           conditions for the protection of the holders of all
                           or any series of Securities (and if such covenants
                           are to be for the benefit of less than all series of
                           Securities stating that such covenants are expressly
                           being included for the benefit of such series) as
                           such Boards of Directors and the Trustee shall
                           consider to be for the protection of the holders of
                           such Securities, and to make the occurrence, or the
                           occurrence and continuance, of a default in any of
                           such additional covenants, restrictions or conditions
                           a default or an Event of Default permitting the
                           enforcement of all or any of the several remedies
                           provided in this Indenture as herein set forth;
                           provided, however, that in respect of any such
                           additional covenant, restriction or condition such
                           supplemental indenture may provide for a particular
                           period of grace after default (which period may be
                           shorter or longer than that allowed in the case of
                           other defaults) or may provide for an immediate
                           enforcement upon such default or may limit the
                           remedies available to the Trustee upon such default;

                                       51



                  (c)      to provide for the issuance under this Indenture of
                           Securities in coupon form (including Securities
                           registrable as to principal only) and to provide for
                           exchangeability of such Securities with the
                           Securities issued hereunder in fully registered form
                           and to make all appropriate changes for such purpose;

                  (d)      to cure any ambiguity or to correct or supplement any
                           provision contained herein or in any supplemental
                           indenture which may be defective or inconsistent with
                           any other provision contained herein or in any
                           supplemental indenture, or to make such other
                           provisions in regard to matters or questions arising
                           under this Indenture; provided that any such action
                           shall not adversely affect the interests of the
                           holders of the Securities;

                  (e)      to add to, delete from, or revise the provisions of
                           this Indenture, provided that any such change or
                           elimination shall become effective only when there is
                           no Security outstanding of any series created prior
                           to the execution of such supplemental indenture which
                           is entitled to the benefit of such provision;

                  (f)      to evidence and provide for the acceptance of
                           appointment hereunder by a successor trustee with
                           respect to the Securities of one or more series and
                           to add to or change any of the provisions of this
                           Indenture as shall be necessary to provide for or
                           facilitate the administration of the trusts hereunder
                           by more than one trustee, pursuant to the
                           requirements of Section 6.11;

                  (g)      to make any change that does not adversely affect the
                           rights of any Securityholder in any material respect
                           as evidenced by an Opinion of Counsel delivered to
                           the Trustee;

                  (h)      to comply with the requirements of the Commission in
                           order to effect or maintain the qualification of this
                           Indenture under the Trust Indenture Act; or

                  (i)      to provide for the issuance of and establish the form
                           and terms and conditions of the Debt Securities and
                           the Guarantees of any series, to establish the form
                           of any certifications required to be furnished
                           pursuant to the terms of this Indenture or any series
                           of Securities, or to add to the rights of the holders
                           of any series of Securities.

                  The Trustee is hereby authorized to join with the Company and
the Guarantor in the execution of any such supplemental indenture, to make any
further appropriate agreements and stipulations which may be therein contained
and to accept the conveyance, transfer and assignment of any property
thereunder, but the Trustee shall not be obligated to, but may in its
discretion, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

                                       52



                  Any supplemental indenture authorized by the provisions of
this Section 9.01 may be executed by the Company, the Guarantor and the Trustee
without the consent of the holders of any of the Securities at the time
outstanding, notwithstanding any of the provisions of Section 9.02.

                  SECTION 9.02 Supplemental Indentures with Consent of
                               Securityholders.

                  With the consent (evidenced as provided in Section 7.01) of
the holders of not less than 66 2/3% in aggregate principal amount of the
Securities at the time outstanding of all series affected by such supplemental
indenture (voting as a class), and in the case of Securities issued to a
Countrywide Trust, the holders of 66 2/3% in aggregate liquidation amount of the
related Preferred Securities, the Company and the Guarantor, when authorized by
Board Resolutions, and the Trustee may from time to time and at any time enter
into an indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act then in effect) for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of any supplemental indenture or of modifying in any manner
the rights of the holders of the Securities of each series so affected;
provided, however, that no such supplemental indenture shall, without the
consent of the holders of each Security affected thereby (and each Preferred
Security, if applicable), (i) extend the Stated Maturity of any Security of any
series, or reduce the rate or extend the time of payment of interest thereon, or
reduce the principal amount thereof or any premium thereon, or reduce any amount
payable on redemption thereof or make the principal thereof or any interest or
premium thereon payable in any coin or currency other than that provided in the
Securities, or impair or affect the right of any Securityholder to institute
suit for payment thereof or the right of repayment, if any, at the option of the
holder, without the consent of the holder of each Security so affected, or (ii)
reduce the aforesaid percentage of Securities the holders of which are required
to consent to any such supplemental indenture; provided, further, that if the
Securities of such series are held by a Countrywide Trust or a trustee of such
trust, such supplemental indenture shall not be effective until the holders of
66 2/3% in liquidation preference of Trust Securities of the applicable Trust
shall have consented to such supplemental indenture; provided further, that if
the consent of the holder of each outstanding Security is required, such
supplemental indenture shall not be effective until each holder of the Trust
Securities of the applicable Countrywide Trust shall have consented to such
supplemental indenture.

                  A supplemental indenture which changes or eliminates any
covenant or other provision of this Indenture which has expressly been included
solely for the benefit of one or more particular series of Securities, or which
modifies the rights of Securityholders of such series with respect to such
covenant or provision, shall be deemed not to affect the rights under this
Indenture or the Securityholders of any other series.

                  Upon the request of the Company and the Guarantor accompanied
by a copy of resolutions of their respective Boards of Directors certified by
their respective Secretaries or Assistant Secretaries authorizing the execution
of any such supplemental indenture, and upon the filing with the Trustee of
evidence of the consent of Securityholders as aforesaid, the Trustee shall join
with the Company and the Guarantor in the execution of such supplemental
indenture unless such supplemental indenture affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such
supplemental indenture. The Trustee may receive an Opinion of

                                       53



Counsel as conclusive evidence that any supplemental indenture executed pursuant
to this Article is authorized or permitted by, and conforms to, the terms of
this Article and that it is proper for the Trustee under the provisions of this
Article to join in the execution thereof.

                  Promptly after the execution by the Company, the Guarantor and
the Trustee of any supplemental indenture pursuant to the provisions of this
Section, the Trustee shall transmit by mail, first class postage prepaid, a
notice, prepared by the Company and the Guarantor, setting forth in general
terms the substance of such supplemental indenture, to the Securityholders of
all series affected thereby as their names and addresses appear upon the
Security Register. Any failure of the Trustee to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture.

                  It shall not be necessary for the consent of the
Securityholders under this Section 9.02 to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such consent
shall approve the substance thereof.

                  SECTION 9.03 Compliance with Trust Indenture Act; Effect of
                               Supplemental Indentures.

                  Any supplemental indenture executed pursuant to the provisions
of this Article IX shall comply with the Trust Indenture Act, as then in effect.
Upon the execution of any supplemental indenture pursuant to the provisions of
this Article IX, this Indenture shall be and be deemed to be modified and
amended in accordance therewith and the respective rights, limitations of
rights, obligations, duties and immunities under this Indenture of the Trustee,
the Company, the Guarantor and the holders of Securities of each series affected
thereby shall thereafter be determined, exercised and enforced hereunder subject
in all respects to such modifications and amendments and all the terms and
conditions of any such supplemental indenture shall be and be deemed to be part
of the terms and conditions of this Indenture for any and all purposes.

                  SECTION 9.04 Notation on Securities.

                  Securities of any series authenticated and delivered after the
execution of any supplemental indenture affecting such series pursuant to the
provisions of this Article IX may bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company and the Guarantor or the Trustee shall so determine, new Securities of
any series so modified as to conform, in the opinion of the Trustee and the
respective Boards of Directors of the Company and the Guarantor, to any
modification of this Indenture contained in any such supplemental indenture may
be prepared and executed by the Company and the Guarantor, authenticated by the
Trustee or the Authenticating Agent and delivered in exchange for the Securities
of any series then outstanding.

                  SECTION 9.05 Evidence of Compliance of Supplemental
                               Indenture to be Furnished Trustee.

                  The Trustee, subject to the provisions of Sections 6.01 and
6.02, may receive Officers' Certificates and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant hereto complies with
the requirements of this Article IX.

                                       54



                                   ARTICLE X

                   CONSOLIDATION, MERGER, SALE AND CONVEYANCE

                  SECTION 10.01 Company May Consolidate, Etc., Only on
                                Certain Terms.

                  The Company shall not consolidate with or merge into any other
corporation or sell or convey all or substantially all of its assets to any
corporation, unless:

                  (1)      the corporation formed by such consolidation, if
         other than the Company, or into which the Company is merged or the
         Person which acquires by conveyance or transfer the properties and
         assets of the Company substantially as an entirety shall be a
         corporation organized and existing under the laws of the United States
         of America, any political subdivision thereof or any state thereof and
         shall expressly assume, by an indenture supplemental hereto, executed
         and delivered to the Trustee, in form satisfactory to the Trustee, the
         due and punctual payment of the principal of (and premium, if any) and
         interest on all the Debt Securities and the performance of every
         covenant of this Indenture on the part of the Company to be performed
         or observed;

                  (2)      immediately after giving effect to such transaction,
         no Event of Default, and no event which, after notice or lapse of time,
         or both, would become an Event of Default, shall have happened and be
         continuing;

                  (3)      the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance or transfer and such supplemental
         indenture comply with this Article and that all conditions precedent
         herein provided for relating to such transaction have been complied
         with; and

                  (4)      the Guarantor has delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that the
         Guarantor's obligations hereunder shall remain in full force and effect
         thereafter.

                  SECTION 10.02 Successor Corporation Substituted for
                                Company.

                  Upon any consolidation with or merger into any other
corporation, or any conveyance or transfer of the properties and assets of the
Company substantially as an entirety in accordance with Section 10.01, the
successor corporation formed by such consolidation or into which the Company is
merged or the successor Person to which such conveyance or transfer is made
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture with the same effect as if such successor
had been named as the Company herein, and thereafter the predecessor corporation
shall be relieved of all obligations and covenants under this Indenture and the
Debt Securities.

                  SECTION 10.03 Guarantor May Consolidate, Etc., Only on
                                Certain Terms.

                  The Guarantor shall not consolidate with or merge into any
other corporation or sell or convey all or substantially all of its assets to
any corporation, unless:

                                       55



                  (1)      the corporation formed by such consolidation, if
         other than the Guarantor, 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 shall be a
         corporation organized and existing under the laws of the United States
         of America, any political subdivision thereof or any state thereof and
         shall expressly assume, by an indenture supplemental hereto, executed
         and delivered to the Trustee, in form satisfactory to the Trustee, the
         Guarantees endorsed on the Debt Securities and the performance of every
         covenant of this Indenture on the part of the Guarantor to be performed
         or observed;

                  (2)      immediately after giving effect to such transaction,
         no Event of Default, and no event which, after notice or lapse of time,
         or both, would become an Event of Default, shall have happened and be
         continuing;

                  (3)      the Guarantor has delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance or transfer and such supplemental
         indenture comply with this Article and that all conditions precedent
         herein provided for relating to such transaction have been complied
         with; and

                  SECTION 10.04 Successor Corporation Substituted for
                                Guarantor.

                  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 accordance with Section 10.03, the
successor corporation formed by such consolidation or into which the Guarantor
is merged or the successor Person to which such conveyance or transfer is made
shall succeed to, and be substituted for, and may exercise every right and power
of, the Guarantor under this Indenture with the same effect as if such successor
had been named as the Guarantor herein, and thereafter the predecessor
corporation shall be relieved of all obligations and covenants under this
Indenture and the Guarantees.

                                   ARTICLE XI

                     SATISFACTION AND DISCHARGE OF INDENTURE

                  SECTION 11.01 Discharge of Indenture.

                  When (a) the Company and the Guarantor shall deliver to the
Trustee for cancellation all Securities theretofore authenticated (other than
any Securities which shall have been destroyed, lost or stolen and which shall
have been replaced or paid as provided in Section 2.08) and not theretofore
cancelled, or (b) all the Securities not theretofore cancelled or delivered to
the Trustee for cancellation shall have become due and payable, or are by their
terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and the Company or the Guarantor shall
deposit with the Trustee, in trust, funds sufficient to pay at the Stated
Maturity or upon redemption all of the Securities (other than any Securities
which shall have been destroyed, lost or stolen and which shall have been
replaced or paid as provided in Section 2.08) not theretofore cancelled or
delivered to the Trustee for cancellation, including principal and premium, if
any, and interest due or to become due to such Stated Maturity or redemption

                                       56



date, as the case may be, but excluding, however, the amount of any moneys for
the payment of principal of, and premium, if any, or interest on the Securities
(1) theretofore repaid to the Company or the Guarantor in accordance with the
provisions of Section 11.04, or (2) paid to any state or to the District of
Columbia pursuant to its unclaimed property or similar laws, and if in either
case the Company or the Guarantor shall also pay or cause to be paid all other
sums payable hereunder by the Company or the Guarantor, then this Indenture
shall cease to be of further effect, except that the provisions of Sections
2.05, 2.07, 2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof shall survive
until such Securities shall mature and be paid. Thereafter, Sections 6.06 and
11.04 shall survive, and the Trustee, on demand of the Company and the Guarantor
accompanied by any Officers' Certificate and an Opinion of Counsel and at the
cost and expense of the Company and the Guarantor, shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture, the
Company and the Guarantor, however, hereby agreeing to reimburse the Trustee for
any costs or expenses thereafter reasonably and properly incurred by the Trustee
in connection with this Indenture or the Securities.

                  SECTION 11.02 Deposited Moneys and U.S. Government
                                Obligations to be Held in Trust by Trustee.

                  Subject to the provisions of Section 11.04, all moneys and
U.S. Government Obligations deposited with the Trustee pursuant to Sections
11.01 or 11.05 shall be held in trust and applied by it to the payment, either
directly or through any paying agent (including the Company if acting as its own
paying agent), to the holders of the particular Securities for the payment of
which such moneys or U.S. Government Obligations have been deposited with the
Trustee, of all sums due and to become due thereon for principal, premium, if
any, and interest.

                  SECTION 11.03 Paying Agent to Repay Moneys Held.

                  Upon the satisfaction and discharge of this Indenture all
moneys then held by any paying agent of the Securities (other than the Trustee)
shall, upon demand of the Company or the Guarantor, be repaid to it or paid to
the Trustee, and thereupon such paying agent shall be released from all further
liability with respect to such moneys.

                  SECTION 11.04 Return of Unclaimed Moneys.

                  Any moneys deposited with or paid to the Trustee or any paying
agent for payment of the principal of, and premium, if any, or interest on
Securities and not applied but remaining unclaimed by the holders of Securities
for two years after the date upon which the principal of, and premium, if any,
or interest on such Securities, as the case may be, shall have become due and
payable, shall be repaid to the Company or the Guarantor by the Trustee or such
paying agent on written demand; and the holder of any of the Securities shall
thereafter look only to the Company or the Guarantor for any payment which such
holder may be entitled to collect and all liability of the Trustee or such
paying agent with respect to such moneys shall thereupon cease.

                                       57



         SECTION 11.05 Defeasance Upon Deposit of Moneys or U.S. Government
                       Obligations.

                  (a)      The Company and the Guarantor shall be deemed to have
been Discharged (as defined below) from its respective obligations with respect
to any series of Securities upon satisfaction of the applicable conditions set
forth below with respect to any series of Securities:

                  (1)      The Company or the Guarantor shall have deposited or
         caused to be deposited irrevocably with the Trustee or the Defeasance
         Agent (as defined below) as trust funds in trust, specifically pledged
         as security for, and dedicated solely to, the benefit of the holders of
         the Securities of such series (A) money in an amount, or (B) U.S.
         Government Obligations which through the payment of interest and
         principal in respect thereof in accordance with their terms will
         provide, not later than one day before the due date of any payment,
         money in an amount, or (C) a combination of (A) and (B), sufficient, in
         the opinion (with respect to (B) and (C)) of a nationally recognized
         firm of independent public accountants expressed in a written
         certification thereof delivered to the Trustee and the Defeasance
         Agent, if any, to pay and discharge each installment of principal
         (including any mandatory sinking fund payments) of, and interest and
         premium, if any, on, the outstanding Securities of such series on the
         dates such installments of principal, interest or premium are due;

                  (2)      if the Securities of such series are then listed on
         any national securities exchange, the Company or the Guarantor, as the
         case may be, shall have delivered to the Trustee and the Defeasance
         Agent, if any, an Opinion of Counsel to the effect that the exercise of
         the option under this Section 11.05 would not cause such Securities to
         be delisted from such exchange;

                  (3)      no Event of Default or event which with notice or
         lapse of time would become an Event of Default with respect to the
         Securities of such series shall have occurred and be continuing on the
         date of such deposit; and

                  (4)      the Company or the Guarantor, as the case may be,
         shall have delivered to the Trustee and the Defeasance Agent, if any,
         an Opinion of Counsel to the effect that holders of the Securities of
         such series will not recognize income, gain or loss for United States
         Federal income tax purposes as a result of the exercise of the option
         under this Section 11.05 and will be subject to United States Federal
         income tax on the same amount and in the same manner and at the same
         times as would have been the case if such option had not been
         exercised, and, in the case of the Securities of such series being
         Discharged, such opinion shall be accompanied by a private letter
         ruling to that effect received from the United States Internal Revenue
         Service or a revenue ruling pertaining to a comparable form of
         transaction to that effect published by the United States Internal
         Revenue Service.

                  (b)      "Discharged" means that the Company and the Guarantor
shall be deemed to have paid and discharged the entire indebtedness represented
by, and obligations under, the Securities of such series and to have satisfied
all the obligations under this Indenture relating to the Securities of such
series (and the Trustee, at the expense of the Company and the Guarantor,

                                       58



shall execute proper instruments acknowledging the same), except (A) the rights
of holders of Securities of such series to receive, from the trust fund
described in clause (1) above, payment of the principal of and the interest and
premium, if any, on such Securities when such payments are due; (B) the
Company's and the Guarantor's obligations with respect to such Securities under
Sections 2.07, 2.08, 5.03 and 11.04; and (C) the rights, powers, trusts, duties
and immunities of the Trustee hereunder.

                  (c)      "Defeasance Agent" means another financial
institution which is eligible to act as Trustee hereunder and which assumes all
of the obligations of the Trustee necessary to enable the Trustee to act
hereunder. In the event such a Defeasance Agent is appointed pursuant to this
section, the following conditions shall apply:

                  (1)      The Trustee shall have approval rights over the
         document appointing such Defeasance Agent and the document setting
         forth such Defeasance Agent's rights and responsibilities;

                  (2)      The Defeasance Agent shall provide verification to
         the Trustee acknowledging receipt of sufficient money and/or U.S.
         Government Obligations to meet the applicable conditions set forth in
         this Section 11.05.

                                  ARTICLE XII

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

                  SECTION 12.01 Indenture and Securities Solely Corporate
                                Obligations.

                  No recourse under or upon any obligation, covenant or
agreement of this Indenture, or of any Debt Security or any Guarantee, or for
any claim based thereon or otherwise in respect thereof, shall be had against
any incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or the Guarantor or of any successor corporation of the
Company or the Guarantor, either directly or through the Company or the
Guarantor or any successor corporation of the Company or the Guarantor, whether
by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise; it being expressly understood that this
Indenture and the obligations issued hereunder are solely corporate obligations
of the Company or the Guarantor, and that no such personal liability whatever
shall attach to, or is or shall be incurred by, the incorporators, stockholders,
officers or directors, as such, of the Company or the Guarantor or of any
successor corporation of the Company or the Guarantor, or any of them, because
of the creation of the indebtedness hereby authorized, or under or by reason of
the obligations, covenants or agreements contained in this Indenture or in any
Debt Securities or any Guarantee or implied therefrom; and that any and all such
personal liability, either at common law or in equity or by constitution or
statute, of, and any and all such rights and claims against, every such
incorporator, stockholder, officer or director, as such, because of the creation
of the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any Debt Securities or
any Guarantee or implied therefrom, are hereby expressly waived and released as
a condition of, and as a consideration for, the execution of this Indenture and
the issuance of the Securities.

                                       59



                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

                  SECTION 13.01 Successors.

                  All the covenants, stipulations, promises and agreements in
this Indenture contained by the Company or the Guarantor shall bind its
successors and assigns whether so expressed or not.

                  SECTION 13.02 Official Acts by Successor Corporation.

                  Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the Company or the Guarantor shall and may be done and performed with
like force and effect by the like board, committee or officer of any corporation
that shall at the time be the lawful sole successor of the Company or the
Guarantor, as the case may be.

                  SECTION 13.03 Surrender of Company Powers.

                  The Company or the Guarantor by instrument in writing executed
by authority of 2/3 (two-thirds) of its Board of Directors and delivered to the
Trustee may surrender any of the powers reserved to the Company or the Guarantor
as the case may be, and thereupon such power so surrendered shall terminate as
to the Company or the Guarantor, as the case may be, and as to any successor
corporation.

                  SECTION  13.04 Addresses for Notices, etc.

                  Any notice or demand which by any provision of this Indenture
is required or permitted to be given or served by the Trustee or by the holders
of Securities on the Company or the Guarantor may be given or served by being
deposited postage prepaid by first class mail in a post office letter box
addressed (until another address is filed by the Company or the Guarantor, as
the case may be, with the Trustee for the purpose) to the Company or the
Guarantor, as the case may be, 4500 Park Granada, Calabasas, California 91302,
Attention: General Counsel. Any notice, direction, request or demand by any
Securityholder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made in writing at the office of
the Trustee, addressed to the Trustee, 101 Barclay Street, 8 West, New York, New
York 10286, Attention: Corporate Trust Administration.

                  SECTION 13.05 Governing Law.

                  This Indenture and each Security shall be deemed to be a
contract made under the laws of the State of New York, and for all purposes
shall be governed by and construed in accordance with the laws of said State
without regard to conflicts of laws principles.

                  SECTION 13.06 Evidence of Compliance with Conditions
                                Precedent.

                  Upon any application or demand by the Company or the Guarantor
to the Trustee to take any action under any of the provisions of this Indenture,
the Company or the Guarantor, as the case may be, shall furnish to the Trustee
an Officers' Certificate stating that in the opinion

                                       60



of the signers all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that, in the opinion of such counsel, all such conditions
precedent have been complied with.

                  Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (1) a statement that the person
making such certificate or opinion has read such covenant or condition; (2) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based; (3) a statement that, in the opinion of such person, he or she has
made such examination or investigation as is necessary to enable him or her to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and (4) a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied with.

                  SECTION 13.07 Legal Holidays.

                  Unless otherwise provided with respect to the Securities of a
series pursuant to Section 2.03 hereof, in any case where an Interest Payment
Date or the Stated Maturity of the Securities will fall on a legal holiday or a
day on which banking institutions are authorized by law to close, the payment of
such interest on or principal of the Securities need not be made on such date
but may be made on the next succeeding day not a legal holiday or a day on which
banking institutions are authorized by law to close, with the same force and
effect as if made on the Interest Payment Date or the Stated Maturity, as the
case may be, and no interest shall accrue for the period from and after such
Interest Payment Date or Stated Maturity; provided however, if such next
succeeding day is in the next calendar year, payment of interest on or principal
of the Securities will be made on the preceding day that is not a legal holiday
or a day on which banking institutions are authorized by law to close.

                  SECTION 13.08 Trust Indenture Act to Control.

                  (a)      If and to the extent that any provision of this
Indenture limits, qualifies or conflicts with another provision included in this
Indenture which is required to be included in this Indenture by any of Sections
310 to 317, inclusive, of the Trust Indenture Act, such required provision shall
control.

                  (b)      Notwithstanding the foregoing, any provisions
contained in this Indenture as to directions and waivers by Securityholders or
impairment of Securityholders' rights to payment shall be in lieu of Sections
316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such sections are
hereby expressly excluded from this Indenture and the Securities, as permitted
by the Trust Indenture Act.

                  SECTION 13.09 Table of Contents, Headings, etc.

                  The table of contents and the titles and headings of the
articles and sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

                                       61



                  SECTION 13.10 Execution in Counterparts.

                  This Indenture may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument.

                  SECTION 13.11 Separability.

                  In case any one or more of the provisions contained in this
Indenture or in the Securities of any series shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Indenture or of
such Securities, but this Indenture and such Securities shall be construed as if
such invalid or illegal or unenforceable provision had never been contained
herein or therein.

                  SECTION 13.12 Assignment.

                  The Company and the Guarantor will have the right at all times
to assign any of its respective rights or obligations under this Indenture to a
direct or indirect wholly-owned Subsidiary of the Company, provided that, in the
event of any such assignment, the Company or the Guarantor, as the case may be,
will remain liable for all their respective obligations. Subject to the
foregoing, the Indenture is binding upon and inures to the benefit of the
parties hereto and their respective successors and assigns. This Indenture may
not otherwise be assigned by the parties hereto.

                  SECTION 13.13 Acknowledgment of Rights.

                  The Company and the Guarantor acknowledge that, with respect
to any Securities held by a Countrywide Trust or a trustee of such Trust, if the
Institutional Trustee of such Trust fails to enforce its rights under this
Indenture as the holder of the series of Securities held as the assets of such
Countrywide Trust, after a holder of Preferred Securities has made a written
request, any holder of Preferred Securities may institute legal proceedings
directly against the Company or the Guarantor to enforce such Institutional
Trustee's rights under this Indenture without first instituting any legal
proceedings against such Institutional Trustee or any other person or entity.
Notwithstanding the foregoing, if an Event of Default has occurred and is
continuing and such event is attributable to the failure of the Company or the
Guarantor to pay interest or principal on the applicable series of Securities on
the date such interest or principal is otherwise payable (or in the case of
redemption, on the redemption date), the Company and the Guarantor acknowledge
that a holder of Preferred Securities may directly institute a proceeding for
enforcement of payment to such holder of the principal of or interest on the
applicable series of Securities having a principal amount equal to the aggregate
liquidation amount of the Preferred Securities of such holder on or after the
respective due date specified in the applicable series of Securities.

                                       62



                                  ARTICLE XIV

                     REDEMPTION OF SECURITIES--MANDATORY AND
                              OPTIONAL SINKING FUND

                  SECTION 14.01 Applicability of Article.

                  The provisions of this Article shall be applicable to the Debt
Securities of any series which are redeemable before their Stated Maturity or to
any sinking fund for the retirement of Debt Securities of a series except as
otherwise specified as contemplated by Section 2.03 for Debt Securities of such
series.

                  SECTION 14.02 Notice of Redemption; Selection of Debt
                                Securities.

                  In case the Company shall desire to exercise the right to
redeem all, or, as the case may be, any part of the Debt Securities of any
series in accordance with their terms, it shall fix a date for redemption and
shall mail a notice of such redemption at least 30 and not more than 60 days
prior to the date fixed for redemption to the holders of Debt Securities of such
series so to be redeemed as a whole or in part at their last addresses as the
same appear on the Security Register. Such mailing shall be by first class mail.
The notice if mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the holder receives such
notice. In any case, failure to give such notice by mail or any defect in the
notice to the holder of any Debt Security of a series designated for redemption
as a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Debt Security of such series.

                  Each such notice of redemption shall identify the Debt
Securities to be redeemed (including CUSIP numbers), specify the date fixed for
redemption, the redemption price at which Debt Securities of such series are to
be redeemed, the place or places of payment, that payment will be made upon
presentation and surrender of such Debt Securities, that interest accrued to the
date fixed for redemption will be paid as specified in said notice, and that on
and after said date interest thereon or on the portions thereof to be redeemed
will cease to accrue. If less than all the Debt Securities of such series are to
be redeemed the notice of redemption shall specify the numbers of the Debt
Securities of that series to be redeemed. In case any Debt Security of a series
is to be redeemed in part only, the notice of redemption shall state the portion
of the principal amount thereof to be redeemed and shall state that on and after
the date fixed for redemption, upon surrender of such Debt Security, a new Debt
Security or Debt Securities of that series in principal amount equal to the
unredeemed portion thereof and having endorsed thereon a duly executed Guarantee
will be issued.

                  Prior to 10:00 a.m. New York City time on the redemption date
specified in the notice of redemption given as provided in this Section, the
Company will deposit with the Trustee or with one or more paying agents an
amount of money sufficient to redeem on the redemption date all the Debt
Securities so called for redemption at the appropriate redemption price,
together with accrued interest to the date fixed for redemption.

                  If the Debt Securities of a series are to be redeemed, the
Company will give the Trustee notice not less than 60 days prior to the
redemption date as to the aggregate principal amount of Debt Securities of that
series to be redeemed and, in the case of a partial redemption,

                                       63



the Trustee shall select, in such manner as in its sole discretion it shall deem
appropriate and fair, the Debt Securities of that series or portions thereof (in
integral multiples equal to the minimum denomination specified for the
Securities of such series pursuant to Section 2.03 hereof) to be redeemed.

                  SECTION 14.03 Payment of Securities Called for Redemption.

                  If notice of redemption has been given as provided in Section
14.02 or Section 14.04, the Debt Securities or portions of Debt Securities of
the series with respect to which such notice has been given shall become due and
payable on the date and at the place or places stated in such notice at the
applicable redemption price, together with interest accrued to the date fixed
for redemption, and on and after said date (unless the Company shall default in
the payment of such Debt Securities at the redemption price, together with
interest accrued to said date) interest on the Debt Securities or portions of
Debt Securities of any series so called for redemption shall cease to accrue. On
presentation and surrender of such Debt Securities at a place of payment
specified in said notice, the said Debt Securities or the specified portions
thereof shall be paid and redeemed by the Company at the applicable redemption
price, together with interest accrued thereon to the date fixed for redemption.

                  Upon presentation of any Debt Security of any series redeemed
in part only, the Company shall execute and the Trustee shall authenticate and
deliver to the holder thereof, at the expense of the Company, a new Debt
Security or Debt Securities of such series of authorized denominations, in
principal amount equal to the unredeemed portion of the Debt Security so
presented and having endorsed thereon a duly executed Guarantee.

                  SECTION 14.04 Mandatory and Optional Sinking Fund.

                  The minimum amount of any sinking fund payment provided for by
the terms of Debt Securities of any series is herein referred to as a "mandatory
sinking fund payment", and any payment in excess of such minimum amount provided
for by the terms of Debt Securities of any series is herein referred to as an
"optional sinking fund payment". The last date on which any such payment may be
made is herein referred to as a "sinking fund payment date".

                  In lieu of making all or any part of any mandatory sinking
fund payment with respect to any Debt Securities of a series in cash, the
Company may at its option (a) deliver to the Trustee Debt Securities of that
series theretofore purchased by the Company and (b) may apply as a credit Debt
Securities of that series which have been redeemed either at the election of the
Company pursuant to the terms of such Debt Securities or through the application
of optional sinking fund payments pursuant to the next succeeding paragraph, in
each case in satisfaction of all or any part of any mandatory sinking fund
payment, provided that such Debt Securities have not been previously so
credited. Each such Debt Security so delivered or applied as a credit shall be
credited at the sinking fund redemption price for such Debt Securities and the
amount of any mandatory sinking fund shall be reduced accordingly. If the
Company intends so to deliver or credit such Debt Securities with respect to any
mandatory sinking fund payment it shall deliver to the Trustee at least 60 days
prior to the next succeeding sinking fund payment date for such series (a) a
certificate signed by the Treasurer or an Assistant Treasurer of the Company
specifying the portion of such sinking fund payment, if any, to be satisfied by
payment of cash and the portion of such sinking fund payment, if any, which is
to be satisfied by delivering and crediting such Debt Securities and (b) any
Debt Securities to be so delivered. All Debt Securities

                                       64



so delivered to the Trustee shall be cancelled by the Trustee and no Debt
Securities shall be authenticated in lieu thereof. If the Company fails to
deliver such certificate and Debt Securities at or before the time provided
above, the Company shall not be permitted to satisfy any portion of such
mandatory sinking fund payment by delivery or credit of Debt Securities.

                  At its option the Company may pay into the sinking fund for
the retirement of Debt Securities of any particular series, on or before each
sinking fund payment date for such series, any additional sum in cash as
specified by the terms of such series of Debt Securities. If the Company intends
to exercise its right to make any such optional sinking fund payment, it shall
deliver to the Trustee at least 60 days prior to the next succeeding sinking
fund payment date for such series a certificate signed by the Treasurer or an
Assistant Treasurer of the Company stating that the Company intends to exercise
such optional right and specifying the amount which the Company intends to pay
on such sinking fund payment date. If the Company fails to deliver such
certificate at or before the time provided above, the Company shall not be
permitted to make any optional sinking fund payment with respect to such sinking
fund payment date. To the extent that such right is not exercised in any year it
shall not be cumulative or carried forward to any subsequent year.

                  If the sinking fund payment or payments (mandatory or
optional) made in cash plus any unused balance of any preceding sinking fund
payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall
so request) with respect to the Debt Securities of any particular series, it
shall be applied by the Trustee or one or more paying agents on the next
succeeding sinking fund payment date to the redemption of Debt Securities of
such series at the sinking fund redemption price together with accrued interest
to the date fixed for redemption. The Trustee shall select, in the manner
provided in Section 14.02, for redemption on such sinking fund payment date a
sufficient principal amount of Debt Securities of such series to absorb said
cash, as nearly as may be, and the Trustee shall, at the expense and in the name
of the Company, thereupon cause notice of redemption of Debt Securities of such
series to be given in substantially the manner and with the effect provided in
Sections 14.02 and 14.03 for the redemption of Debt Securities of that series in
part at the option of the Company, except that the notice of redemption shall
also state that the Debt Securities of such series are being redeemed for the
sinking fund. Any sinking fund moneys not so applied or allocated by the Trustee
or any paying agent to the redemption of Debt Securities of that series shall be
added to the next cash sinking fund payment received by the Trustee or such
paying agent and, together with such payment, shall be applied in accordance
with the provisions of this Section 14.04. Any and all sinking fund moneys held
by the Trustee or any paying agent at the Stated Maturity of the Debt Securities
of any particular series, and not held for the payment or redemption of
particular Debt Securities of such series, shall be applied by the Trustee or
such paying agent, together with other moneys, if necessary, to be deposited
sufficient for the purpose, to the payment of the principal of the Debt
Securities of that series at Stated Maturity.

                  On or before each sinking fund payment date, the Company shall
pay to the Trustee or to one or more paying agents in cash a sum equal to all
interest accrued to the date fixed for redemption on Debt Securities to be
redeemed on the next following sinking fund payment date pursuant to this
Section.

                  Neither the Trustee nor any paying agent shall redeem any Debt
Securities of a series with sinking fund moneys, and the Trustee shall not mail
any notice of redemption of Debt Securities for such series by operation of the
sinking fund, during the continuance of a default in

                                       65



payment of interest on such Debt Securities or of any Event of Default (other
than an Event of Default occurring as a consequence of this paragraph), except
that if the notice of redemption of any Securities shall theretofore have been
mailed in accordance with the provisions hereof, the Trustee or any paying agent
shall redeem such Debt Securities if cash sufficient for that purpose shall be
deposited with the Trustee or such paying agent for that purpose in accordance
with the terms of this Article XIV. Except as aforesaid, any moneys in the
sinking fund for such series at the time when any such default or Event of
Default shall occur and any moneys thereafter paid into the sinking fund shall,
during the continuance of such default or Event of Default, be held as security
for the payment of all such Debt Securities; provided, however, that in case
such Event of Default or default shall have been cured or waived as provided
herein, such moneys shall thereafter be applied on the next succeeding sinking
fund payment date on which such moneys may be applied pursuant to the provisions
of this Section 14.04.

                                   ARTICLE XV

                           SUBORDINATION OF SECURITIES

                  SECTION 15.01 Agreement to Subordinate.

                  The Company and the Guarantor covenant and agree, and each
holder of Securities issued hereunder and under any supplemental indenture or by
any resolutions by the Boards of Directors of the Company and the Guarantor
("Additional Provisions") by such Securityholder's acceptance thereof likewise
covenants and agrees, that all Securities shall be issued subject to the
provisions of this Article XV; and each holder of a Security, whether upon
original issue or upon transfer or assignment thereof, accepts and agrees to be
bound by such provisions.

                  The payment by the Company of the principal of, premium, if
any, and interest on all Debt Securities and the payment by the Guarantor of any
obligation due under any Guarantees issued hereunder and under any Additional
Provisions shall, to the extent and in the manner hereinafter set forth, be
subordinated and junior in right of payment to the prior payment in full of all
Senior Indebtedness of the Company or the Guarantor, as the case may be, and
rank pari passu and equivalent to creditor obligations of those holding general
unsecured claims not entitled to statutory priority under the United States
Bankruptcy Code or otherwise, in each case whether outstanding at the date of
this Indenture or thereafter incurred.

                  No provision of this Article XV shall prevent the occurrence
of any default or Event of Default hereunder.

                  SECTION 15.02 Default on Senior Indebtedness.

                  No payment may be made of the principal of, premium, if any,
or interest on the Securities, or in respect of any redemption, retirement,
purchase or other acquisition of any of the Securities, at any time when (i)
there is a default in the payment of the principal of, premium, if any, interest
on or otherwise in respect of any Senior Indebtedness, whether at maturity or at
a date fixed for prepayment or by declaration or otherwise, or (ii) any event of
default with respect to any Senior Indebtedness has occurred and is continuing,
or would occur as a result of such payment on the Securities or any redemption,
retirement, purchase or other acquisition of any of

                                       66



the Securities, permitting the holders of such Senior Indebtedness (or a trustee
on behalf of the holders thereof) to accelerate the maturity thereof.

                  In the event that, notwithstanding the foregoing, any payment
shall be received by the Trustee when such payment is prohibited by the
preceding paragraph of this Section 15.02, such payment shall be held in trust
for the benefit of, and shall be paid over or delivered to, the holders of
Senior Indebtedness or their representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Indebtedness may have
been issued, as their interests may appear, but only to the extent that the
holders of the Senior Indebtedness (or their representative or representatives
or a trustee) notify the Trustee in writing within 90 days of such payment of
the amounts then due and owing on the Senior Indebtedness and only the amounts
specified in such notice to the Trustee shall be paid to the holders of Senior
Indebtedness.

                  SECTION 15.03 Liquidation; Dissolution; Bankruptcy.

                  Upon any payment by the Company or the Guarantor or
distribution of assets of the Company or the Guarantor of any kind or character,
whether in cash, property or securities, to creditors upon any dissolution,
winding-up, liquidation or reorganization of the Company or the Guarantor,
whether voluntary or involuntary or in bankruptcy, insolvency, receivership or
other proceedings, all of the principal of, and interest on, all Senior
Indebtedness of the Company or the Guarantor, as the case may be, shall first be
paid in full, or payment thereof provided for in money in accordance with their
terms, before any payment is made by the Company or the Guarantor, as the case
may be, on account of the principal (and premium, if any) or interest on the
Securities; and upon any such dissolution or winding-up or liquidation or
reorganization, any payment by the Company or the Guarantor, or distribution of
assets of the Company or the Guarantor of any kind or character, whether in
cash, property or securities, to which the Securityholders or the Trustee would
be entitled to receive from the Company or the Guarantor, as the case may be,
except under the provisions of this Article XV, shall be paid by the Company or
the Guarantor, as the case may be, or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making such payment or distribution,
or by the Securityholders or by the Trustee under the Indenture if received by
them or it, directly to the holders of Senior Indebtedness of the Company or the
Guarantor, as the case may be (pro rata to such holders on the basis of the
amounts of Senior Indebtedness held by such holders, as calculated by the
Company or the Guarantor, as the case may be) or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness may have been issued,
as their respective interests may appear, to the extent necessary to pay such
Senior Indebtedness in full, in money or money's worth, after giving effect to
any concurrent payment or distribution to or for the holders of such Senior
Indebtedness, before any payment or distribution is made to the Securityholders
or to the Trustee.

                  In the event that, notwithstanding the foregoing, any payment
or distribution of assets of the Company or the Guarantor of any kind or
character, whether in cash, property or securities, prohibited by the foregoing,
shall be received by the Trustee before all Senior Indebtedness of the Company
or the Guarantor is paid in full, or provision is made for such payment in money
in accordance with its terms, such payment or distribution shall be held in
trust for the benefit of and shall be paid over or delivered to the holders of
such Senior Indebtedness or their representative or representatives, or to the
trustee or trustees under any indenture pursuant to which any instruments
evidencing such Senior Indebtedness may have

                                       67



been issued, and their respective interests may appear, as calculated by the
Company or the Guarantor, for application to the payment of all Senior
Indebtedness of the Company or the Guarantor, as the case may be, remaining
unpaid to the extent necessary to pay such Senior Indebtedness in full in money
in accordance with its terms, after giving effect to any concurrent payment or
distribution to or for the benefit of the holders of such Senior Indebtedness.

                  For purposes of this Article XV, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company or the
Guarantor as reorganized or readjusted, or securities of the Company or the
Guarantor or any other corporation provided for by a plan of reorganization or
readjustment, the payment of which is subordinated at least to the extent
provided in this Article XV with respect to the Securities to the payment of all
Senior Indebtedness of the Company or the Guarantor, as the case may be, that
may at the time be outstanding, provided that (i) such Senior Indebtedness is
assumed by the new corporation, if any, resulting from any such reorganization
or readjustment, and (ii) the rights of the holders of such Senior Indebtedness
are not, without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company or the Guarantor with, or the
merger of the Company or the Guarantor into, another corporation or the
liquidation or dissolution of the Company or the Guarantor following the
conveyance or transfer of its property as an entirety, or substantially as an
entirety, to another corporation upon the terms and conditions provided for in
Article X of this Indenture shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section 15.03 if such
other corporation shall, as a part of such consolidation, merger, conveyance or
transfer, comply with the conditions stated in Article X of this Indenture.
Nothing in Section 15.02 or in this Section 15.03 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 6.06 of this Indenture.

                  SECTION 15.04 Subrogation.

                  Subject to the payment in full of all claims of all Senior
Indebtedness of the Company or the Guarantor, the rights of the Securityholders
shall be subrogated to the rights of the holders of such Senior Indebtedness to
receive payments or distributions of cash, property or securities of the Company
or the Guarantor, as the case may be, applicable to such Senior Indebtedness
until all amounts owing on the Securities shall be paid in full; and, for the
purposes of such subrogation, no payments or distributions to the holders of
such Senior Indebtedness of any cash, property or securities to which the
Securityholders or the Trustee would be entitled except under the provisions of
this Article XV, and no payment over pursuant to the provisions of this Article
XV to or for the benefit of the holders of such Senior Indebtedness by
Securityholders or the Trustee, shall, as between (i) the Company, its creditors
other than holders of Senior Indebtedness of the Company, and the holders of the
Securities, or (ii) the Guarantor, its creditors other than the holders of
Senior Indebtedness of the Guarantor, and the holders of the Securities, be
deemed to be a payment by the Company or the Guarantor, as the case may be, to
or on account of such Senior Indebtedness. It is understood that the provisions
of this Article XV are and are intended solely for the purposes of defining the
relative rights of the holders of the Securities, on the one hand, and the
holders of such Senior Indebtedness, on the other hand.

                  Nothing contained in this Article XV or elsewhere in this
Indenture, any Additional Provisions or in the Securities is intended to or
shall impair, as between (i) the Company, its creditors other than the holders
of Senior Indebtedness of the Company, and the holders of the Securities, or
(ii) the Guarantor, its creditors other than the holders of Senior

                                       68



Indebtedness of the Guarantor, and the holders of the Securities, the obligation
of the Company or the Guarantor, as the case may be, which is absolute and
unconditional, to pay to the holders of the Securities the principal of,
premium, if any, and interest on, the Securities as and when the same shall
become due and payable in accordance with their terms, or is intended to or
shall affect the relative rights of the holders of the Securities and creditors
of the Company or the Guarantor, as the case may be, other than the holders of
Senior Indebtedness of the Company or the Guarantor, as the case may be, nor
shall anything herein or therein prevent the Trustee or the holder of any
Security from exercising all remedies otherwise permitted by applicable law upon
default under the Indenture, subject to the rights, if any, under this Article
XV of the holders of such Senior Indebtedness in respect of cash, property or
securities of the Company or the Guarantor, as the case may be, received upon
the exercise of any such remedy.

                  Upon any payment or distribution of assets of the Company or
the Guarantor referred to in this Article XV, the Trustee, subject to the
provisions of Article VI of this Indenture, and the Securityholders shall be
entitled to conclusively rely upon any order or decree made by any court of
competent jurisdiction in which such dissolution, winding-up, liquidation or
reorganization proceedings are pending, or a certificate of the receiver,
trustee in bankruptcy, liquidation trustee, agent or other Person making such
payment or distribution, delivered to the Trustee or to the Securityholders, for
the purposes of ascertaining the Persons entitled to participate in such
distribution, the holders of Senior Indebtedness and other indebtedness of the
Company or the Guarantor, as the case may be, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article XV.

                  SECTION 15.05 Trustee to Effectuate Subordination.

                  Each Securityholder by such Securityholder's acceptance
thereof authorizes and directs the Trustee on such Securityholder's behalf to
take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article XV and appoints the Trustee such
Securityholder's attorney-in-fact for any and all such purposes.

                  SECTION 15.06 Notice by the Company and the Guarantor.

                  The Company or the Guarantor shall give prompt written notice
to a Responsible Officer of any fact known to the Company or the Guarantor that
would prohibit the making of any payment of monies to or by the Trustee in
respect of the Securities pursuant to the provisions of this Article XV.
Notwithstanding the provisions of this Article XV or any other provision of this
Indenture or any Additional Provisions, the Trustee shall not be charged with
knowledge of the existence of any facts that would prohibit the making of any
payment of monies to or by the Trustee in respect of the Securities pursuant to
the provisions of this Article XV, unless and until a Responsible Officer shall
have received written notice thereof from the Company or the Guarantor or a
holder or holders of Senior Indebtedness or from any trustee therefor; and
before the receipt of any such written notice, the Trustee, subject to the
provisions of Article VI of this Indenture, shall be entitled in all respects to
assume that no such facts exist; provided, however, that if the Trustee shall
not have received the notice provided for in this Section 15.06 at least two
Business Days prior to the date upon which by the terms hereof any money may
become payable for any purpose (including, without limitation, the payment of
the principal of (or premium, if any) or interest on any Security), then,
anything herein contained to the contrary

                                       69



notwithstanding, the Trustee shall have full power and authority to receive such
money and to apply the same to the purposes for which they were received, and
shall not be affected by any notice to the contrary that may be received by it
within two Business Days prior to such date.

                  The Trustee, subject to the provisions of Article VI of this
Indenture, shall be entitled to conclusively rely on the delivery to it of a
written notice by a Person representing himself to be a holder of Senior
Indebtedness of the Company or the Guarantor, as the case may be (or a trustee
on behalf of such holder), to establish that such notice has been given by a
holder of such Senior Indebtedness or a trustee on behalf of any such holder or
holders. In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of such
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article XV, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of such Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article XV, and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

                  SECTION 15.07 Rights of the Trustee; Holders of Senior
                                Indebtedness.

                  The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article XV in respect of any Senior
Indebtedness at any time held by it, to the same extent as any other holder of
Senior Indebtedness, and nothing in this Indenture or any Additional Provisions
shall deprive the Trustee of any of its rights as such holder.

                  With respect to the holders of Senior Indebtedness of the
Company or the Guarantor, the Trustee undertakes to perform or to observe only
such of its covenants and obligations as are specifically set forth in this
Article XV, and no implied covenants or obligations with respect to the holders
of such Senior Indebtedness shall be read into this Indenture or any Additional
Provisions against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of such Senior Indebtedness and, subject to the
provisions of Article VI of this Indenture, the Trustee shall not be liable to
any holder of such Senior Indebtedness if it shall pay over or deliver to
Securityholders, the Company, the Guarantor or any other Person money or assets
to which any holder of such Senior Indebtedness shall be entitled by virtue of
this Article XV or otherwise.

                  Nothing in this Article XV shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 6.06.

                  SECTION 15.08 Subordination May Not Be Impaired.

                  No right of any present or future holder of any Senior
Indebtedness of the Company or the Guarantor to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or the Guarantor, as the case may be,
or by any act or failure to act in good faith by any such holder, or by any
noncompliance by the Company or the Guarantor, as the case may be, with the
terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof that any such holder may have or otherwise be charged with.

                                       70



                  Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness of the Company or the Guarantor
may, at any time and from time to time, without the consent of or notice to the
Trustee or the Securityholders, without incurring responsibility to the
Securityholders and without impairing or releasing the subordination provided in
this Article XV or the obligations hereunder of the holders of the Securities to
the holders of such Senior Indebtedness, do any one or more of the following:
(i) change the manner, place or terms of payment or extend the time of payment
of, or renew or alter, such Senior Indebtedness, or otherwise amend or
supplement in any manner such Senior Indebtedness or any instrument evidencing
the same or any agreement under which such Senior Indebtedness is outstanding;
(ii) sell, exchange, release or otherwise deal with any property pledged,
mortgaged or otherwise securing such Senior Indebtedness; (iii) release any
Person liable in any manner for the collection of such Senior Indebtedness; and
(iv) exercise or refrain from exercising any rights against the Company or the
Guarantor, as the case may be, and any other Person.

                                       71



                  This instrument maybe executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed by their respective officers thereunto duly
authorized, as of the day and year first above written.

                                    COUNTRYWIDE FINANCIAL CORPORATION

                                    By__________________________________________
                                    Name:
                                    Title:

                                    COUNTRYWIDE HOME LOANS, INC.

                                    By__________________________________________
                                    Name:
                                    Title:

                                    THE BANK OF NEW YORK, as Trustee

                                    By__________________________________________
                                    Name:
                                    Title:



                                                                       Exhibit A

                     Form of election to receive payments in
                     U.S. Dollars or to rescind such election

The undersigned, registered owner of certificate number - _______________ (the
"Certificate"), representing [name of series of Debt Securities] (the "Debt
Securities") in an aggregate principal amount of _______________, hereby

         [ ]      elects to receive all payments in respect of the Debt
                  Securities in U.S. Dollars. Subject to the terms and
                  conditions set forth in the indenture under which the Debt
                  Securities were issued (the "Indenture"), this election shall
                  take effect on the next record date after this election form
                  is received by the Trustee and shall remain in effect until it
                  is rescinded by the undersigned or until the Certificate is
                  transferred or paid in full at Stated Maturity.

         [ ]      rescinds the election previously submitted by the undersigned
                  to receive all payments in respect of the Debt Securities in
                  U.S. Dollars represented by the Certificate. Subject to the
                  terms and conditions set forth in the Indenture, this
                  rescission shall take effect on the next record date after
                  this election form is received by the Trustee, or, in the case
                  of Stated Maturity of an installment of principal, the
                  fifteenth day immediately preceding such Stated Maturity.

The undersigned acknowledges that, except as provided in the Indenture, any
costs incurred by or on behalf of the Company in connection with the conversion
of foreign currency into U.S. Dollars shall be borne by the undersigned through
deduction from payments required to be made to the undersigned pursuant to the
terms of the Indenture.

All capitalized terms used herein, unless otherwise defined herein, shall have
the meanings assigned to them in the Indenture.

                                    ____________________________________________
                                    (Name of Owner)

                                    ____________________________________________
                                    (Signature of owner)

                                     Ex. A-1

EX-4.27

                                                                    EXHIBIT 4.27

================================================================================

                        COUNTRYWIDE FINANCIAL CORPORATION

                                    as Issuer

                                       and

                          COUNTRYWIDE HOME LOANS, INC.

                                  as Guarantor

             ------------------------------------------------------

                          FIRST SUPPLEMENTAL INDENTURE
                           Dated as of April 11, 2003

             ------------------------------------------------------

                              THE BANK OF NEW YORK

                                   as Trustee

================================================================================



                                Table of Contents



                                                                                                Page
                                                                                                ----
                                                                                             
                                    ARTICLE 1
                                   DEFINITIONS

SECTION 1.1  Definition of Terms.......................................................           2

                                    ARTICLE 2
                 GENERAL TERMS AND CONDITIONS OF THE DEBENTURES

SECTION 2.1  Designation and Principal Amount..........................................           4
SECTION 2.2  Maturity..................................................................           4
SECTION 2.3  Form and Payment..........................................................           4
SECTION 2.4  Global Debenture..........................................................           4
SECTION 2.5  Interest..................................................................           6
SECTION 2.6  Denomination..............................................................           6

                                    ARTICLE 3
                          REDEMPTION OF THE DEBENTURES

SECTION 3.1  Optional Redemption.......................................................           7
SECTION 3.2  Redemption Procedures.....................................................           7
SECTION 3.3  No Sinking Fund...........................................................           7

                                    ARTICLE 4
                      EXTENSION OF INTEREST PAYMENT PERIOD

SECTION 4.1 Extension of Interest Payment Period.......................................           7
SECTION 4.2 Notice of Extension.......................................................           8
SECTION 4.3 Limitation of Transactions................................................           8

                                    ARTICLE 5
                                    EXPENSES

SECTION 5.1  Payment of Expenses.......................................................           9
SECTION 5.2  Payment Upon Resignation or Removal.......................................          10
SECTION 5.3  Guarantee of Payment of Expenses..........................................          10

                                    ARTICLE 6
                          COVENANT TO LIST ON EXCHANGE

SECTION 6.1  Listing on an Exchange....................................................          10


                                       i



                                                                                             
                                    ARTICLE 7
                                FORM OF DEBENTURE

SECTION 7.1  Form of Debenture.........................................................          11

                                    ARTICLE 8
                          ORIGINAL ISSUE OF DEBENTURES

SECTION 8.1  Original Issue of Debentures..............................................          11

                                    ARTICLE 9
                                  MISCELLANEOUS

SECTION 9.1  Ratification of Indenture.................................................          11
SECTION 9.2  Trustee Not Responsible for Recitals......................................          11
SECTION 9.3  Governing Law.............................................................          11
SECTION 9.4  Separability..............................................................          11
SECTION 9.5  Counterparts..............................................................          12



                                       ii



         FIRST SUPPLEMENTAL INDENTURE, dated as of April 11, 2003 (the "First
Supplemental Indenture"), among Countrywide Financial Corporation, a Delaware
corporation (hereinafter sometimes called the "Company"), Countrywide Home
Loans, Inc., a New York corporation (hereinafter sometimes called the
"Guarantor"), and The Bank of New York, a New York banking corporation, as
trustee (hereinafter sometimes called the "Trustee") under the Indenture dated
as of April 11, 2003 among the Company, the Guarantor and the Trustee (the
"Indenture").

         WHEREAS, the Company and the Guarantor executed and delivered the
Indenture to the Trustee to provide for the future issuance of the Company's
unsecured junior subordinated debt securities guaranteed by the Guarantor, to be
issued from time to time in one or more series as might be determined by the
Company and the Guarantor under the Indenture, in an unlimited aggregate
principal amount which may be authenticated and delivered as provided in the
Indenture;

         WHEREAS, pursuant to the terms of the Indenture, the Company desires to
provide for the establishment of a new series of such securities to be known as
its 6.75% Junior Subordinated Deferrable Interest Debentures due 2033 (the
"Debentures"), and the Guarantor desires to provide for the issuance of a
Guarantee of such Debentures (the "Debenture Guarantee"), the form and substance
of such Debentures and Debenture Guarantee and the terms, provisions and
conditions thereof to be set forth as provided in the Indenture and this First
Supplemental Indenture;

         WHEREAS, the Company, the Guarantor and Countrywide Trust IV, a
Delaware statutory trust (the "Trust"), propose to offer to the public
$500,000,000 aggregate liquidation amount of the Trust's 6.75% Trust Preferred
Securities (the "Preferred Securities"), representing preferred undivided
beneficial interests in the assets of the Trust, and proposes to invest the
proceeds from such offering, together with the proceeds of the issuance and sale
by the Trust to the Company of $15,463,925 aggregate liquidation amount of its
6.75% Common Securities (the "Common Securities"), in $515,463,925 aggregate
principal amount of the Debentures; and

         WHEREAS, the Company and the Guarantor has requested that the Trustee
execute and deliver this First Supplemental Indenture and all requirements
necessary to make this First Supplemental Indenture a valid instrument in
accordance with its terms, and to make the Debentures, when executed by the
Company, and authenticated and delivered by the Trustee, the valid obligations
of the Company, and to make the Debenture Guarantee endorsed thereon, when
executed by the Guarantor, a valid obligation of the Guarantor, have been
performed, and the execution and delivery of this First Supplemental Indenture
has been duly authorized in all respects.

         NOW THEREFORE, in consideration of the purchase and acceptance of the
Debentures by the Holders thereof, and for the purpose of setting forth, as
provided in the Indenture, the form and substance of the Debentures and the
terms, provisions and conditions thereof, the Company and the Guarantor covenant
and agree with the Trustee as follows:



                                    ARTICLE 1
                                   DEFINITIONS

         SECTION 1.1 Definition of Terms.

         Unless the context otherwise requires:

         (a)      a term defined in the Indenture has the same meaning when used
in this First Supplemental Indenture;

         (b)      a term defined anywhere in this First Supplemental Indenture
has the same meaning throughout;

         (c)      the singular includes the plural and vice versa;

         (d)      a reference to a Section or Article is to a Section or Article
of this First Supplemental Indenture;

         (e)      headings are for convenience of reference only and do not
affect interpretation;

         (f)      the following terms have the meanings given to them in the
Declaration: (i) Delaware Trustee; (ii) Distributions; (iii) Institutional
Trustee; (iv) Preferred Securities Guarantee; (v) Preferred Security
Certificate; (vi) Regular Trustee; and (vii) Underwriting Agreement;

         (g)      the following terms have the meanings given to them in this
Section 1.1(g):

         "Additional Interest" shall have the meaning set forth in Section
2.5(c).

         "Compound Interest" shall have the meaning set forth in Section 4.1.

         "Coupon Rate" shall have the meaning set forth in Section 2.5(a).

         "Creditor" shall have the meaning set forth in Section 5.1.

         "Declaration" means the Amended and Restated Declaration of Trust of
Countrywide Capital IV, a Delaware statutory trust, dated as of April 11, 2003.

         "Deferred Interest" shall have the meaning set forth in Section 4.1.

         "Dissolution Event" means the dissolution of the Trust and distribution
of the Debentures held by the Institutional Trustee pro rata to the holders of
the Trust Securities in liquidation of such holders' interests in the Trust in
accordance with the Declaration, such event to occur at the option of the
Company and the Guarantor at any time upon the terms and conditions set forth in
the Declaration.

         "Extended Interest Payment Period" shall have the meaning set forth in
Section 4.1.

         "Global Debenture" shall have the meaning set forth in Section 2.4(a).

                                       2



         "Holder" means any person in whose name at the time a Debenture is
registered on the Security Register.

         "Interest Payment Date" shall have the meaning set forth in Section
2.5(a).

         "Interest Period" means the period beginning on (and including) the
date of issue and ending on (but excluding) the first Interest Payment Date and
each successive period beginning on (and including) the Interest Payment Date
and ending on (but excluding) the next succeeding Interest Payment Date.

         "Investment Company Event" means that the Company shall have received
an opinion of counsel experienced in such matters, who may be an employee of the
Company or any of its Affiliates, to the effect that, as a result of the
occurrence of a change in law or regulation or a change in interpretation or
application of law or regulation by any legislative body, courts, governmental
agency or regulatory authority on or after the date of original issuance of the
preferred securities by the Trust, the Trust is or will be considered an
"investment company" that is required to be registered under the Investment
Company Act of 1940, as amended.

         "Non Book-Entry Preferred Securities" shall have the meaning set forth
in Section 2.4(a).

         "Prepayment Price" shall have the meaning set forth in Section 3.1.

         "Regulatory Capital Event" means that the Company determines, based on
an opinion of counsel experienced in such matters, who may be an employee of the
Company or any of its Affiliates, that, as a result of (a) any amendment to,
clarification of or change (including any announced prospective change) in,
applicable laws or regulations or official interpretations thereof or policies
with respect thereto or (b) any official administrative pronouncement or
judicial decision interpreting or applying such laws or regulations, there is
more than an insubstantial risk that the Preferred Securities will no longer
constitute Tier 1 capital (or its equivalent) of the Company, or any bank
holding company of which the Company is a subsidiary, for purposes of the
capital adequacy guidelines or policies of the Federal Reserve or its successor
as Company's primary federal banking regulator;

         "Special Redemption Event" means a Tax Event, Investment Company Event
or a Regulatory Capital Event, as the case may be.

         "Tax Event" means that the Regular Trustees and the Institutional
Trustee shall have received an opinion of a nationally recognized independent
tax counsel experienced in such matters to the effect that, as a result of (a)
any amendment to, or change (including any announced prospective change) in, the
laws or any regulations thereunder of the United States or any political
subdivision or taxing authority thereof or therein, or (b) any official
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or such
pronouncement or decision is announced on or after the date of the original
issuance of the Debentures, there is more than an insubstantial risk that (i)
the Trust is, or will be within 90 days of the date of such opinion, subject to
United States federal income tax with respect to income received or accrued on
the Debentures, (ii) interest payable by the Company on the Debentures is not,
or within 90 days of the date thereof will not be, deductible by the Company, in
whole or in part, for United States federal income tax purposes,

                                       3



or (iii) the Trust is, or will be within 90 days of the date of such opinion,
subject to other taxes, duties or other governmental charges, provided that, in
the event the opinion relates to clause (iii) above, such taxes, duties or other
governmental charges shall, in the opinion of the Regular Trustees as set forth
in an Officer's Certificate to the Institutional Trustee be more than de
minimis.

                                   ARTICLE 2
                 GENERAL TERMS AND CONDITIONS OF THE DEBENTURES

         SECTION 2.1 Designation and Principal Amount.

         There is hereby authorized (a) a series of Securities designated as the
"6.75% Junior Subordinated Deferrable Interest Debentures due April 1, 2033", in
aggregate principal amount of $515,463,925 which amount shall be as set forth in
any written order of the Company for the authentication and delivery of
Debentures pursuant to Section 2.04 of the Indenture and (b) a Guarantee of such
Debentures.

         SECTION 2.2 Maturity.

         The Debentures shall mature on April 1, 2033.

         SECTION 2.3 Form and Payment.

         Except as provided in Section 2.4, the Debentures shall be issued in
fully registered certificated form without interest coupons. Principal and
interest on the Debentures issued in certificated form will be payable, the
transfer of such Debentures will be registrable and such Debentures will be
exchangeable for Debentures bearing identical terms and provisions at the office
or agency of the Trustee in New York, New York; provided, however, that payment
of interest may be made at the option of the Company by check mailed to the
Holder entitled thereto at such address as shall appear in the Security Register
or by wire transfer to an account appropriately designated by the Holder,
entitled thereto. Notwithstanding the foregoing, so long as the Holder of any
Debentures is the Institutional Trustee, the payment of the principal of and
interest (including Compound Interest and Additional Interest, if any) on such
Debentures held by the Institutional Trustee will be made at such place and to
such account as may be designated by the Institutional Trustee.

         SECTION 2.4 Global Debenture.

         (a)      In connection with a Dissolution Event,

                  (i)      the Debentures in certificated form may be presented
         to the Trustee by the Institutional Trustee in exchange for a global
         Debenture in an aggregate principal amount equal to the aggregate
         principal amount of all outstanding Debentures (a "Global Debenture"),
         to be registered in the name of the Depositary, or its nominee, and
         delivered by the Trustee to the Depositary for crediting to the
         accounts of its participants pursuant to the instructions of the
         Regular Trustees. The Company upon any such presentation shall execute
         a Global Debenture in such aggregate principal amount and deliver the
         same to the Trustee for authentication and delivery in accordance with
         the Indenture and

                                       4



         this First Supplemental Indenture. Payments on the Debentures issued as
         a Global Debenture will be made to the Depositary; and

                  (ii)     if any Preferred Securities are held in non
         book-entry certificated form ("Non Book-Entry Preferred Securities"),
         the Debentures in certificated form may be presented to the Trustee by
         the Institutional Trustee and any Preferred Security Certificate which
         represents Non Book-Entry Preferred Securities will be deemed to
         represent beneficial interests in Debentures presented to the Trustee
         by the Institutional Trustee having an aggregate principal amount equal
         to the aggregate liquidation amount of the Non Book-Entry Preferred
         Securities until such Preferred Security Certificates are presented to
         the Security registrar for transfer or reissuance, at which time such
         Non Book-Entry Preferred Security Certificates will be canceled and a
         Debenture, registered in the name of the holder of the Preferred
         Security Certificate or the transferee of the holder of such Preferred
         Security Certificate, as the case may be, with an aggregate principal
         amount equal to the aggregate liquidation amount of the Preferred
         Security Certificate canceled, will be executed by the Company and
         delivered to the Trustee for authentication and delivery in accordance
         with the Indenture and this First Supplemental Indenture. On issue of
         such Debentures, Debentures with an equivalent aggregate principal
         amount that were presented by the Institutional Trustee to the Trustee
         will be deemed to have been canceled.

         (b)      A Global Debenture may be transferred, in whole but not in
part, only by the Depositary to another nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary, or to a successor Depositary selected or approved by the Company or
to a nominee of such successor Depositary.

         (c)      Except as otherwise provided in or pursuant to this First
Supplemental Indenture, a Global Debenture shall be exchangeable for Debentures
in definitive registered form only if (i) the Depositary notifies the Company
that it is unwilling or unable to continue as Depositary and a successor
Depositary is not appointed by the Company within 90 days of the date the
Company is so informed in writing or becomes aware of such condition, (ii) the
Depository ceases to be registered as a "clearing agency" under the Securities
Exchange Act of 1934, as amended, (iii) an Event of Default, as defined in the
Indenture, has occurred and is continuing with respect to the Debentures, or
(iv) the Company, in its sole discretion determines that such Global Debenture
shall be exchangeable into definitive registered form. Upon the occurrence of
any of (i) through (iv) above, the Company shall execute, and, subject to
Article II of the Indenture, the Trustee, upon written notice from the Company,
shall authenticate and deliver the Debentures in definitive registered form
without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Debenture in exchange for
such Global Debenture. In the event the Company determines that the Debentures
shall no longer be represented by a Global Debenture pursuant to clause (iv)
above, the Company shall execute, and, subject to Section 2.07 of the Indenture,
the Trustee, upon receipt of an Officers' Certificate evidencing such
determination by the Company, shall authenticate and deliver the Debentures in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Global
Debenture in exchange for such Global Debenture. Upon the exchange of the Global
Debenture for such Debentures in definitive registered form without coupons, in
authorized denominations, the Global Debenture shall be

                                       5



canceled by the Trustee. Such Debentures in definitive registered form issued in
exchange for the Global Debenture shall be registered in such names and in such
authorized denominations as the Depositary, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee. The
Trustee shall deliver such Securities to the Depositary for delivery to the
Persons in whose names such Securities are so registered.

         SECTION 2.5 Interest.

         (a)      Each Debenture will bear interest at the rate of 6.75% per
annum (the "Coupon Rate") from April 11, 2003 until the principal thereof
becomes due and payable, and on any overdue principal and, to the extent that
payment of such interest is enforceable under applicable law, on any overdue
installment of interest at the Coupon Rate, compounded quarterly, payable
quarterly in arrears on January 1, April 1, July 1, and October 1 of each year
(each, an "Interest Payment Date"), commencing on July 1, 2003, to the Person in
whose name such Debenture or any predecessor Debenture is registered at the
close of business on the relevant record date, which will be, as long as the
Preferred Securities remain in book-entry form (or if no Preferred Securities
remain outstanding, as long as the Debentures remain in book entry form), one
Business Day prior to the relevant Interest Payment Date and, in the event the
Preferred Securities are not in book-entry form (or if no Preferred Securities
remain outstanding, in the event the Debentures are not in book entry form), the
December 15, March 15, June 15 and September 15 next preceding each Interest
Payment Date, except as otherwise provided pursuant to the provisions of Article
IV hereof.

         (b)      The amount of interest payable for any Interest Period will be
computed on the basis of a 360-day year of twelve 30-day months. Except as
provided in the following sentence, the amount of interest payable for any
Interest Period shorter than a full quarterly period for which interest is
computed, will be computed on the basis of the actual number of days elapsed per
30-day month. In the event that any date on which interest is payable on the
Debentures is not a Business Day, then payment of interest payable on such date
will be made on the next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay), except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, in each case with the same force and
effect as if made on the date that such interest otherwise would have been
payable.

         (c)      If, at any time while the Institutional Trustee is the holder
of any Debentures, the Trust or the Institutional Trustee is required to pay any
taxes, duties, assessments or governmental charges of whatever nature (other
than withholding taxes) imposed by the United States, or any other taxing
authority, then, in any such case, the Company will pay as additional interest
("Additional Interest") on the Debentures, such additional amounts as shall be
required so that the net amounts received and retained by the Trust and by the
Institutional Trustee after paying such taxes, duties, assessments or other
governmental charges will be equal to the amounts the Trust and the
Institutional Trustee would have received had no such taxes, duties, assessments
or other governmental charges been imposed.

         SECTION 2.6 Denomination.

         The Debentures shall be issued in denominations of $25 and integral
multiples thereof.

                                       6



                                   ARTICLE 3
                          REDEMPTION OF THE DEBENTURES

         SECTION 3.1 Optional Redemption.

         The Debentures are prepayable prior to the Stated Maturity at the
option of the Company (i) in whole or in part, from time to time, on or after
April 11, 2008 or (ii) at any time prior to April 11, 2008, in whole but not in
part, upon the occurrence and continuation of a Special Redemption Event, in
either case at a prepayment price (the "Prepayment Price") equal to 100% of the
principal amount thereof, plus accrued and unpaid interest thereon (including
Additional Interest and Compound Interest, if any) to the date of prepayment.

         SECTION 3.2 Redemption Procedures.

         Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each Holder of Debentures to be
prepaid at its registered address. Unless the Company defaults in payment of the
prepayment price, on and after the redemption date interest shall cease to
accrue on such Debentures called for redemption. If the Debentures are only
partially redeemed pursuant to Section 3.1, the Debentures will be redeemed pro
rata or by lot or by any other method utilized by the Trustee; provided, that if
at the time of redemption the Debentures are registered as a Global Debenture,
the Depositary shall determine, in accordance with its procedures, the principal
amount of such Debentures held by each Depositary participant to be redeemed.
The Prepayment Price shall be paid prior to 12:00 noon, New York time, on the
date of such prepayment or at such earlier time as the Company determines;
provided that the Company shall deposit with the Trustee an amount sufficient to
pay the Prepayment Price by 10:00 a.m., New York time, on the date such
prepayment price is to be paid.

         SECTION 3.3 No Sinking Fund.

         The Debentures are not entitled to the benefit of any sinking fund.

                                   ARTICLE 4
                      EXTENSION OF INTEREST PAYMENT PERIOD

         SECTION 4.1 Extension of Interest Payment Period.

         Provided that no Event of Default has occurred and is continuing, the
Company shall have the right, at any time and from time to time during the term
of the Debentures, to defer payments of interest by extending the interest
payment period of such Debentures for a period not exceeding 20 consecutive
quarters (the "Extended Interest Payment Period"), during which Extended
Interest Payment Period no interest shall be due and payable; provided that no
Extended Interest Payment Period may extend beyond the Stated Maturity of the
principal of the Debentures. To the extent permitted by applicable law,
interest, the payment of which has been deferred because of the extension of the
interest payment period pursuant to this Section 4.1, will bear interest thereon
at the Coupon Rate compounded quarterly for each quarter of the Extended
Interest Payment Period ("Compound Interest"). At the end of the Extended
Interest Payment Period, the Company shall pay all interest accrued and unpaid
on the Debentures, including any

                                       7



Additional Interest and Compound Interest (together, "Deferred Interest") that
shall be payable to the Holders in whose names the Debentures are registered in
the Security Register on the record date for the first Interest Payment Date
after the end of the Extended Interest Payment Period. Before the termination of
any Extended Interest Payment Period, the Company may further extend such
period, provided that such period together with all such previous or further
extensions thereof shall not exceed 20 consecutive quarters, or extend beyond
the Stated Maturity of the Debentures. Upon the termination of any Extended
Interest Payment Period and upon the payment of all Deferred Interest then due,
the Company may commence a new Extended Interest Payment Period, subject to the
foregoing requirements. No interest shall be due and payable during an Extended
Interest Payment Period, except at the end thereof, but the Company may prepay
at any time all or any portion of the interest accrued during an Extended
Interest Payment Period.

         SECTION 4.2 Notice of Extension.

         (a)      If the Institutional Trustee is the only registered Holder at
the time the Company selects an Extended Interest Payment Period, the Company
shall give written notice to the Regular Trustees, the Institutional Trustee and
the Trustee of its selection of such Extended Interest Payment Period one
Business Day before the earlier of (i) the next succeeding date on which
Distributions on the Trust Securities issued by the Trust are payable, or (ii)
if the Debentures are then listed on the New York Stock Exchange or other
similar self-regulatory organization, the date the Company is required to give
notice of the record date, or the date such Distributions are payable to such
exchange or to holders of the Preferred Securities issued by the Trust.

         (b)      If the Institutional Trustee is not the only Holder at the
time the Company selects an Extended Interest Payment Period, the Company shall
give the Holders of the Debentures notice of its election of such Extended
Interest Payment Period at least ten Business Days before the earlier of (i) the
next succeeding Interest Payment Date, or (ii) if the Debentures are then listed
on the New York Stock Exchange or other similar self-regulatory organization,
the date the Company is required to give notice of the record date or the
Interest Payment Date to such exchange or to Holders of the Debentures.

         (c)      The quarter in which any notice is given pursuant to
paragraphs (a) or (b) of this Section 4.2 shall be counted as one of the 20
quarters permitted in the maximum Extended Interest Payment Period permitted
under Section 4.1.

         SECTION 4.3 Limitation of Transactions.

         If the Company shall exercise its right to defer payment of interest as
provided in Section 4.1 and the Extended Interest Payment Period is continuing,
then (a) neither the Company nor the Guarantor shall declare or pay any dividend
on, make any distributions with respect to, or redeem, purchase, acquire or make
a liquidation payment with respect to, any of its capital stock (other than (1)
repurchases, redemptions or other acquisitions of shares of capital stock of the
Company or the Guarantor, as the case may be, in connection with the
satisfaction by the Company or the Guarantor, as the case may be, of its
obligations under any employee benefit plans or any other contractual obligation
of the Company or the Guarantor, as the case may be,

                                       8



(other than a contractual obligation ranking pari passu with or junior to the
Debentures or the Debenture Guarantee, in the respective cases of the Company or
the Guarantor), (2) as a result of a reclassification of the Company's or the
Guarantor's capital stock, as the case may be, or the exchange or conversion of
one class or series of the Company's or the Guarantor's capital stock, as the
case may be, for another class or series of the Company's or the Guarantor's
capital stock, as the case may be, or (3) the purchase of fractional interests
in shares of the Company's or the Guarantor's capital stock, as the case may be,
pursuant to the conversion or exchange provisions of such capital stock or the
security being converted or exchanged), (b) neither the Company nor the
Guarantor shall make any payment of interest, principal or premium on, or repay,
repurchase or redeem any debt securities issued by the Company or the Guarantor,
as the case may be, that rank pari passu with or junior to the Debentures or the
Debenture Guarantee, in the respective cases of the Company or the Guarantor and
(c) neither the Company nor the Guarantor shall make any guarantee payments with
respect to the foregoing (other than pursuant to the Preferred Securities
Guarantee or the Debenture Guarantee).

                                    ARTICLE 5
                                    EXPENSES

         SECTION 5.1 Payment of Expenses.

         In connection with the offering, sale and issuance of the Debentures to
the Institutional Trustee and in connection with the sale of the Trust
Securities by the Trust, the Company, in its capacity as borrower with respect
to the Debentures, shall:

         (a)      pay all costs and expenses relating to the offering, sale and
issuance of the Trust Securities, the Debentures and the Debenture Guarantee,
including commissions to the underwriter payable pursuant to the Underwriting
Agreement and compensation of the Trustee under the Indenture in accordance with
the provisions of Section 6.06 of the Indenture;

         (b)      be responsible for and shall pay all debts and obligations
(other than with respect to the Trust Securities) and all costs and expenses of
the Trust (including, but not limited to, costs and expenses relating to the
organization, maintenance and dissolution of the Trust, the fees and expenses
(including reasonable counsel fees and expenses) of the Institutional Trustee,
the Delaware Trustee and the Regular Trustees (including any amounts payable
under Article X of the Declaration), the costs and expenses relating to the
operation of the Trust, including without limitation, costs and expenses of
accountants, attorneys, statistical or bookkeeping services, expenses for
printing and engraving and computing or accounting equipment, paying agent(s),
exchange rate agent(s), registrar(s), transfer agent(s), duplicating, travel and
telephone and other telecommunications expenses and costs and expenses incurred
in connection with the acquisition, financing, and disposition of Trust assets
and the enforcement by the Institutional Trustee of the rights of the holders of
the Preferred Securities);

         (c)      be liable for any indemnification obligations arising with
respect to the Declaration; and

                                       9



         (d)      pay any and all taxes (other than United States withholding
taxes attributable to the Trust or its assets) and all liabilities, costs and
expenses with respect to such taxes of the Trust.

         The Company's obligations under this Section 5.1 shall be for the
benefit of, and shall be enforceable by, any Person to whom such debts,
obligations, costs, expenses and taxes are owed (a "Creditor") whether or not
such Creditor has received notice hereof. Any such Creditor may enforce the
Company's obligations under this Section 5.1 directly against the Company and
the Company irrevocably waives any right of remedy to require that any such
Creditor take any action against the Trust or any other Person before proceeding
against the Company. The Company agrees to execute such additional agreements as
may be necessary or desirable in order to give full effect to the provisions of
this Section 5.1.

         The provisions of this Section shall survive the resignation or removal
of the Trustee and the satisfaction and discharge of this Supplemental
Indenture.

         SECTION 5.2 Payment Upon Resignation or Removal.

         Upon termination of this First Supplemental Indenture or the Indenture
or the removal or resignation of the Trustee, unless otherwise stated, the
Company shall pay to the Trustee all amounts accrued to the date of such
termination, removal or resignation that are payable pursuant to Section 6.06 of
the Indenture. Upon termination of the Declaration or the removal or resignation
of the Delaware Trustee or the Institutional Trustee, as the case may be,
pursuant to Section 5.6 of the Declaration, the Company shall pay to the
Delaware Trustee or the Institutional Trustee, as the case may be, all amounts
accrued to the date of such termination, removal or resignation.

         SECTION 5.3 Guarantee of Payment of Expenses.

         The Guarantor hereby fully and unconditionally guarantees the due and
punctual payment of all amounts that become due and payable by the Company to
any Person pursuant to Section 5.1 or Section 5.2.

                                   ARTICLE 6
                          COVENANT TO LIST ON EXCHANGE

         SECTION 6.1 Listing on an Exchange.

         If the Debentures are distributed to the holders of the Securities
issued by the Trust, and the Preferred Securities are then so listed, the
Company will use its best efforts to list such Debentures on the New York Stock
Exchange, Inc. or on such other exchange as the Preferred Securities are then
listed.

                                       10



                                   ARTICLE 7
                                FORM OF DEBENTURE

         SECTION 7.1 Form of Debenture.

         The Debentures, and the Trustee's Certificate of Authentication and the
Debenture Guarantee to be endorsed thereon, are to be substantially in the forms
attached hereto as Exhibit A.

                                   ARTICLE 8
                          ORIGINAL ISSUE OF DEBENTURES

         SECTION 8.1 Original Issue of Debentures.

         Debentures in the aggregate principal amount of $515,463,925, may, upon
execution of this First Supplemental Indenture or upon any written order of the
Company setting forth the amount therefor, be executed by the Company and
delivered to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Debentures to or upon the written order of the
Company, signed by its Chairman of the Board, its President, any Managing
Director or any Vice President and its Treasurer or any Assistant Treasurer,
without any further action by the Company.

                                    ARTICLE 9
                                  MISCELLANEOUS

         SECTION 9.1 Ratification of Indenture.

         The Indenture, as supplemented by this First Supplemental Indenture, is
in all respects ratified and confirmed, and this First Supplemental Indenture
shall be deemed part of the Indenture in the manner and to the extent herein and
therein provided.

         SECTION 9.2 Trustee Not Responsible for Recitals.

         The recitals herein contained are made by the Company and the Guarantor
and not by the Trustee, and the Trustee assumes no responsibility for the
correctness thereof. The Trustee makes no representation as to the validity or
sufficiency of this First Supplemental Indenture.

         SECTION 9.3 Governing Law.

         This First Supplemental Indenture and each Debenture shall be deemed to
be a contract made under the internal laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of such State without
regard to conflicts of laws principles.

         SECTION 9.4 Separability.

         In case any one or more of the provisions contained in this First
Supplemental Indenture or in the Debentures shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this First
Supplemental Indenture or of the Debentures, but this First Supplemental
Indenture and the Debentures shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.

                                       11



         SECTION 9.5 Counterparts.

         This First Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.

                                       12



         IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed by their respective officers
thereunto duly authorized as of the day and year first above written.

                                     COUNTRYWIDE FINANCIAL CORPORATION

                                     By_______________________________
                                     Name:
                                     Title:

                                     COUNTRYWIDE HOME LOANS, INC.

                                     By_______________________________
                                     Name:
                                     Title:

                                     THE BANK OF NEW YORK, as Trustee

                                     By_______________________________
                                     Name:
                                     Title:



                                                                       Exhibit A

                           (FORM OF FACE OF DEBENTURE)

         IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - [This Debenture
is a Global Debenture within the meaning of the Indenture hereinafter referred
to and is registered in the name of a Depositary or a nominee of a Depositary.
This Debenture is exchangeable for Debentures registered in the name of a person
other than the Depositary or its nominee only in the limited circumstances
described in the Indenture, and except as otherwise provided in Section 2.11 of
the Indenture (as defined herein) this Debenture may be transferred, in whole
but not in part, only to another nominee of the Depositary or to a successor
Depositary or to a nominee of such successor Depositary.

         Unless this Debenture is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) to the issuer
or its agent for registration of transfer, exchange or payment, and any
Debenture issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust Company and
any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.]

Certificate No. R-1

                        COUNTRYWIDE FINANCIAL CORPORATION
             6.75% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE
                                DUE APRIL 1, 2033

$515,463,925                                                [CUSIP# 222372 AF 1]

         COUNTRYWIDE FINANCIAL CORPORATION, a Delaware corporation (the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to The Bank
of New York, as Institutional Trustee of Countrywide Capital IV under that
certain Amended and Restated Declaration of Trust dated as of April 11, 2003, or
registered assigns, the principal sum of Five Hundred Fifteen Million Four
Hundred Sixty Three Thousand Nine Hundred and Twenty Five Dollars ($515,463,925)
on April 1, 2033, (the "Stated Maturity"), and to pay interest on said principal
sum from April 11, 2003, or from the most recent interest payment date (each
such date, an "Interest Payment Date") to which interest has been paid or duly
provided for, quarterly (subject to deferral as set forth herein) in arrears on
January 1, April 1, July 1 and October 1 of each year, commencing July 1, 2003,
at the rate of 6.75% per annum (the "Coupon Rate") until the principal hereof
shall have become due and payable, and on any overdue principal and premium, and
(without duplication and to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of interest at the
same rate per annum compounded quarterly. The amount of interest payable on any
Interest Payment Date shall be computed on the basis of a 360-day year of twelve
30-day months and, except as provided in the following sentences, the amount of
interest payable for any period shorter than a full quarterly period for which
interest is computed, will be computed on the basis of the actual number of

                                      A-1



days elapsed per calendar month (but not to exceed 30 days in any month). In the
event that any date on which interest is payable on this Debenture is not a
Business Day, then payment of interest payable on such date will be made on the
next succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on the date such payment otherwise would have been payable. The interest
installment so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the person
in whose name this Debenture (or one or more Predecessor Securities, as defined
in said Indenture) is registered at the close of business on the relevant record
dates, which will be, as long as this Debenture remains in book-entry form, one
Business Day prior to the relevant Interest Payment Date and, in the event this
Debenture is not in book-entry form, the December 15, March 15, June 15 and
September 15 next preceding the relevant Interest Payment Date. Payments of
interest may be deferred by the Company pursuant to the provisions of Article IV
of the First Supplemental Indenture to the Indenture (as defined herein). Any
such interest installment not punctually paid or duly provided for shall
forthwith cease to be payable to the registered Holders on such regular record
date and may be paid to the Person in whose name this Debenture (or one or more
Predecessor Securities) is registered at the close of business on a special
record date to be fixed by the Trustee for the payment of such defaulted
interest, notice whereof shall be given to the registered Holders of this series
of Debentures not less than 10 days prior to such special record date, or may be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Debentures may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture. The principal of and the interest on this Debenture
shall be payable at the office or agency of the Trustee maintained for that
purpose in any coin or currency of the United States of America that at the time
of payment is legal tender for payment of public and private debts; provided,
however, that if this Note is not a Global Debenture payment of interest may be
made at the option of the Company by check mailed to the registered Holder at
such address as shall appear in the Security Register. Notwithstanding the
foregoing, so long as the Holder of this Debenture is the Institutional Trustee,
the payment of the principal of (and premium, if any) and interest on this
Debenture will be made at such place and to such account as may be designated by
the Institutional Trustee.

         The indebtedness evidenced by this Debenture is, to the extent provided
in the Indenture, subordinate and junior in right of payment to the prior
payment in full of all Senior Indebtedness of the Company and this Debenture is
issued subject to the provisions of the Indenture with respect thereto. Each
Holder of this Debenture, by accepting the same, (a) agrees to and shall be
bound by such provisions, (b) authorizes and directs the Trustee on his or her
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination so provided and (c) appoints the Trustee his or her
attorney-in-fact for any and all such purposes. Each Holder hereof, by his or
her acceptance hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder of
Senior Indebtedness, whether now outstanding or hereafter incurred, and waives
reliance by each such holder upon said provisions.

                                      A-2



         This Debenture shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by or on behalf of
the Trustee.

         The Company agrees, and by acceptance of a beneficial ownership
interest in the Debentures, each beneficial owner of the Debentures will be
deemed to have agreed to treat the Debentures as indebtedness of the Company for
United States federal income tax purposes.

         The provisions of this Debenture are continued on the reverse side
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.

                                       A-3



         IN WITNESS WHEREOF, the Company has caused this instrument to be
executed.

                                     COUNTRYWIDE FINANCIAL CORPORATION

                                     By:____________________________________
                                     Name:
                                     Title:

                                     By:____________________________________
                                     Name:
                                     Title:

                                       A-4



                     (FORM OF CERTIFICATE OF AUTHENTICATION)
                          CERTIFICATE OF AUTHENTICATION

Dated: April 11, 2003

         This is one of the Securities of the series designated herein referred
to in the within-mentioned Indenture.

THE BANK OF NEW YORK,
as Trustee

By:_______________________________
         Authorized Officer

                                      A-5



                               (FORM OF GUARANTEE)
                                    GUARANTEE

         FOR VALUE RECEIVED, Countrywide Home Loans, Inc., a Delaware
corporation (the "Guarantor"), hereby fully and unconditionally guarantees to
the holder of the Security upon which this Guarantee is endorsed the due and
punctual payment of the principal of, sinking fund payment, if any, premium, if
any, or interest on said Security, when and as the same shall become due and
payable, whether at the maturity, upon redemption or otherwise, according to the
terms thereof and of the Indenture referred to therein.

         The Guarantor agrees to determine, at least one Business Day prior to
the date upon which a payment of principal of, sinking fund payment, if any,
premium, if any, or interest on said Security is due and payable, whether the
Company has available the funds to make such payment as the same shall become
due and payable. In case of the failure of the Company punctually to pay any
such principal, sinking fund payment, if any, premium, if any, or interest, the
Guarantor hereby agrees to cause any such payment to be made punctually when and
as the same shall become due and payable, whether at maturity, upon redemption,
or otherwise, and as if such payment were made by the Company.

         The Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrevocable, and absolute, irrespective of the validity,
regularity, or enforceability of said Security or said Indenture, the absence of
any action to enforce the same, any waiver or consent by the holder of said
Security with respect to any provisions thereof, the recovery of any judgment
against the Company or any action to enforce the same, or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. The Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of merger or bankruptcy of
the Company, any right to require a proceeding first against the Company,
protest or notice with respect to said Security or indebtedness evidenced
thereby, and all demands whatsoever and covenants that this Guarantee will not
be discharged except by complete performance of the obligations contained in
said Security and in this Guarantee.

         The Guarantor shall be subrogated to all rights of the holder of said
Security against the Company in respect of any amounts paid by the Guarantor
pursuant to the provisions of this Guarantee; provided, however, that the
Guarantor shall not, without the consent of the holders of all of the Securities
then outstanding, be entitled to enforce or to receive any payments arising out
of or based upon such right of subrogation until the principal of and premium,
if any, and interest on all Securities shall have been paid in full or payment
thereof shall have been provided for in accordance with said Indenture.

         Notwithstanding anything to the contrary contained herein, if following
any payment of principal or interest by the Company on the Securities to the
holders of the Securities it is determined by a final decision of a court of
competent jurisdiction that such payment shall be avoided by a trustee in
bankruptcy (including any debtor-in-possession) as a preference under 11 U.S.C.
Section 547 and such payment is paid by such holder to such trustee in
bankruptcy, then and to the extent of such repayment, the obligations of the
Guarantor hereunder shall remain in full force and effect.

                                      A-6



         The obligations of the Guarantor under this Guarantee are, to the
extent provided in the Indenture, subordinate and junior in right of payment to
the prior payment in full of all Senior Indebtedness of the Guarantor, and this
Guarantee is issued subject to the provisions of the Indenture with respect
thereto.

         Each holder of the Security upon which this Guarantee is endorsed, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his or her behalf to take such action as
may be necessary or appropriate to acknowledge or effectuate the subordination
so provided and (c) appoints the Trustee his or her attorney-in-fact for any and
all such purposes. Each holder of the Security upon which this Guarantee is
endorsed, by his or her acceptance thereof, hereby waives all notice of the
acceptance of the subordination provisions contained herein and in the Indenture
by each holder of Senior Indebtedness, whether now outstanding or hereafter
incurred, and waives reliance by each holder upon said provisions.

         This Guarantee shall not be valid or become obligatory for any purpose
with respect to a Security until the Certificate of Authentication on such
Security shall have been signed by the Trustee (or the Authentication Agent).

         This Guarantee shall be governed by the laws of the State of New York.

                                      A-7



         IN WITNESS WHEREOF, Countrywide Home Loans, Inc. has caused this
Guarantee to be signed in its corporate name by the signature (which may be
manual or facsimile) of two of its officers thereunto duly authorized.

COUNTRYWIDE HOME LOANS, INC.

By:______________________________    By:____________________________________
Name:                                Name:
Title:                               Title:

                                      A-8



                         (FORM OF REVERSE OF DEBENTURE)

         This Debenture (herein sometimes referred to in the aggregate as the
"Debentures") is one of a duly authorized series of Debt Securities of the
Company, specified in the Indenture, all issued or to be issued in one or more
series under and pursuant to an Indenture dated as of April 11, 2003, duly
executed and delivered among the Company, the Guarantor and The Bank of New
York, as trustee (the "Trustee"), as supplemented by the First Supplemental
Indenture dated as of April 11, 2003 among the Company, the Guarantor and the
Trustee (the Indenture as so supplemented, the "Indenture"), to which Indenture
and all indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Company, the Guarantor, the Trustee and the Holders
of the Debentures. By the terms of the Indenture, the Debentures are issuable in
series that may vary as to amount, date of maturity, rate of interest and in
other respects as provided in the Indenture. This series of Debentures is
limited in aggregate principal amount as specified in said First Supplemental
Indenture.

         This Debenture is redeemable by the Company (i) in whole but not in
part at any time prior to April 11, 2008 upon the occurrence and continuation of
a Special Redemption Event (as defined in the Indenture) or (ii) in whole or in
part on or after April 11, 2008. Any redemption pursuant to this paragraph will
be made upon not less than 30 days nor more than 60 days notice, at a redemption
price equal to 100% of the principal amount plus any accrued but unpaid interest
thereon (including Additional Interest and Compound Interest, if any) to the
date of such redemption (the "Prepayment Price"). The Prepayment Price shall be
paid prior to 12:00 noon, New York time, on the date of such redemption or at
such earlier time as the Company determines. If the Debentures are only
partially redeemed by the Company pursuant to an Optional Redemption, the
Debentures will be redeemed pro rata or by lot or by any other method utilized
by the Trustee (in integral multiples of $25); provided that if, at the time of
redemption, the Debentures are registered as a Global Debenture, the Depositary
shall determine the principal amount of such Debentures held by each Debenture
holder to be redeemed in accordance with its procedures, provided that, in the
event of redemption of this Debenture in part only, a new Debenture or
Debentures of this series for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.

         In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Debentures may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

         The Indenture contains provisions permitting the Company, the Guarantor
and the Trustee, with the consent of the Holders of not less than 66 2/3% in
aggregate principal amount of the Debentures of each series affected at the time
outstanding, as defined in the Indenture, to execute supplemental indentures for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Debentures; provided,
however, that no such supplemental indenture shall (i) extend the fixed maturity
of any Debentures of any series, or reduce the principal amount thereof or any
premium thereon, or reduce the rate or extend the time of payment of interest
thereon, or reduce any amount payable on redemption

                                      A-9



thereof or make the principal thereon or any interest or premium thereon payable
in any coin or currency other than that provided in this Debenture, or impair or
affect the right of any Holder of a Debenture to institute suit for payment
thereof or the right of repayment, if any, at the option of the Holder, without
the consent of the Holder of each Debenture so affected, or (ii) reduce the
aforesaid percentage of Debentures, the Holders of which are required to consent
to any such supplemental indenture, without the consent of the Holders of each
Debenture then outstanding and affected thereby. The Indenture also contains
provisions permitting the Holders of a majority in aggregate principal amount of
the Debentures of any series at the time outstanding affected thereby, on behalf
of all of the Holders of the Debentures of such series, to waive any past
default in the performance of any of the covenants contained in the Indenture,
or established pursuant to the Indenture with respect to such series, and its
consequences, except a default in the payment of the principal of or premium, if
any, or interest on any of the Debentures of such series. Any such consent or
waiver by the registered Holder of this Debenture (unless revoked as provided in
the Indenture) shall be conclusive and binding upon such Holder and upon all
future Holders and owners of this Debenture and of any Debenture issued in
exchange hereof or in place hereof (whether by registration of transfer or
otherwise), irrespective of whether or not any notation of such consent or
waiver is made upon this Debenture.

         No reference herein to the Indenture and no provision of this Debenture
or of the Indenture shall alter or impair the obligations of the Company and the
Guarantor, which is absolute and unconditional, to pay the principal of and
premium, if any, and interest on this Debenture at the time and place and at the
rate and in the money herein prescribed.

         Provided that no Event of Default has occurred and is continuing, the
Company shall have the right at any time during the term of the Debentures and
from time to time to extend the interest payment period of such Debentures for
up to 20 consecutive quarters (an "Extended Interest Payment Period"), at the
end of which period the Company shall pay all interest then accrued and unpaid
(together with interest thereon at the rate specified for the Debentures to the
extent that payment of such interest is enforceable under applicable law);
provided that no Extended Interest Payment Period may last beyond the Stated
Maturity of the principal of the Debentures. Before the termination of any such
Extended Interest Payment Period, the Company may further extend such Extended
Interest Payment Period, provided that such Extended Interest Payment Period
together with all such further extensions thereof shall not exceed 20
consecutive quarters or last beyond the Stated Maturity of the Debentures. At
the termination of any such Extended Interest Payment Period and upon the
payment of all accrued and unpaid interest, including any Additional Interest
and Compound Interest, the Company may commence a new Extended Interest Payment
Period.

         As provided in the Indenture and subject to certain limitations therein
set forth, this Debenture is transferable by the registered Holder hereof on the
Security Register, upon surrender of this Debenture for registration of transfer
at the office or agency of the Trustee in the City and State of New York,
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company or the Trustee duly executed by the registered
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Debentures of authorized denominations and for the same aggregate
principal amount and series will be issued to the designated transferee or
transferees. No service charge will be made for any such transfer,

                                      A-10



but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in relation thereto.

         Prior to due presentment for registration of transfer of this
Debenture, the Company, the Trustee, any paying agent, any transfer agent and
any security registrar may deem and treat the registered holder hereof as the
absolute owner hereof (whether or not this Debenture shall be overdue and
notwithstanding any notice of ownership or writing hereon made by anyone other
than a security registrar) for the purpose of receiving payment of or on account
of the principal hereof and premium, if any, and interest due hereon and for all
other purposes, and none of the Company, the Trustee, any paying agent, any
transfer agent or any security registrar shall be affected by any notice to the
contrary.

         No recourse shall be had for the payment of the principal of or the
interest on this Debenture, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, stockholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.

         The Debentures of this series are issuable only in registered form
without coupons in denominations of $25 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations herein and therein
set forth, Debentures of this series so issued are exchangeable for a like
aggregate principal amount of Debentures of this series of a different
authorized denomination, as requested by the Holder surrendering the same.

         All terms used in this Debenture that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

         This Debenture shall be governed by the internal laws of the State of
New York, and for all purposes shall be construed in accordance with the laws of
said State without regard to conflicts of laws principles.

                                      A-11



                              (FORM OF ASSIGNMENT)

                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned assigns and transfers this
Debenture Certificate to:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
        (Insert assignee's social security or tax identification number)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
                    (Insert address and zip code of assignee)

and irrevocably appoints

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
agent to transfer this Debenture Certificate on the books of the Company. The
agent may substitute another to act for him or her.

Date:  ____________________

Signature: ______________________________
     (Sign exactly as your name appears on the other side of this Debenture
      Certificate)

                                      A-12

EX-4.28

                                                                    EXHIBIT 4.28

                              AMENDED AND RESTATED

                              DECLARATION OF TRUST

                                       OF

                             COUNTRYWIDE CAPITAL IV

                           Dated as of April 11, 2003



                                TABLE OF CONTENTS



                                                                                                                Page
                                                                                                                ----
                                                                                                             
ARTICLE I         INTERPRETATION AND DEFINITIONS..............................................................    1

         SECTION 1.1       Definitions........................................................................    1

ARTICLE II        TRUST INDENTURE ACT.........................................................................    8

         SECTION 2.1       Trust Indenture Act; Application...................................................    8
         SECTION 2.2       Lists of Holders of Securities.....................................................    8
         SECTION 2.3       Reports by the Institutional Trustee...............................................    9
         SECTION 2.4       Periodic Reports to Institutional Trustee..........................................    9
         SECTION 2.5       Evidence of Compliance with Conditions Precedent...................................   10
         SECTION 2.6       Events of Default; Waiver..........................................................   10
         SECTION 2.7       Event of Default; Notice...........................................................   12

ARTICLE III       ORGANIZATION................................................................................   13

         SECTION 3.1       Name...............................................................................   13
         SECTION 3.2       Office.............................................................................   13
         SECTION 3.3       Purposes...........................................................................   13
         SECTION 3.4       Authority..........................................................................   13
         SECTION 3.5       Title to Property of the Trust.....................................................   14
         SECTION 3.6       Powers and Duties of the Regular Trustees..........................................   14
         SECTION 3.7       Prohibition of Actions by the Trust and the Trustees...............................   16
         SECTION 3.8       Powers and Duties of the Institutional Trustee.....................................   17
         SECTION 3.9       Certain Duties and Responsibilities of the Institutional Trustee...................   19
         SECTION 3.10      Certain Rights of the Institutional Trustee........................................   21
         SECTION 3.11      Delaware Trustee...................................................................   23
         SECTION 3.12      Execution of Documents.............................................................   23
         SECTION 3.13      Not Responsible for Recitals or Issuance of Securities.............................   24
         SECTION 3.14      Duration of Trust..................................................................   24
         SECTION 3.15      Mergers............................................................................   24

ARTICLE IV        SPONSOR.....................................................................................   25

         SECTION 4.1       Sponsor's Purchase of Common Securities............................................   25
         SECTION 4.2       Responsibilities of the Sponsor....................................................   25
         SECTION 4.3       Right to Proceed...................................................................   26
         SECTION 4.4       Expenses...........................................................................   26

ARTICLE V         TRUSTEES....................................................................................   27

         SECTION 5.1       Number of Trustees.................................................................   27
         SECTION 5.2       Delaware Trustee...................................................................   28
         SECTION 5.3       Institutional Trustee; Eligibility.................................................   28




                                                                                                             
         SECTION 5.4       Certain Qualifications of the Regular Trustees and the
                  Delaware Trustee Generally..................................................................   29
         SECTION 5.5       Regular Trustees...................................................................   29
         SECTION 5.6       Appointment, Removal and Resignation of Trustees...................................   29
         SECTION 5.7       Vacancies among Trustees...........................................................   31
         SECTION 5.8       Effect of Vacancies................................................................   31
         SECTION 5.9       Meetings...........................................................................   31
         SECTION 5.10      Delegation of Power................................................................   32
         SECTION 5.11      Merger, Conversion, Consolidation or Succession to Business........................   32

ARTICLE VI        DISTRIBUTIONS...............................................................................   32

         SECTION 6.1       Distributions......................................................................   32

ARTICLE VII       ISSUANCE OF SECURITIES......................................................................   33

         SECTION 7.1       General Provisions Regarding Securities............................................   33
         SECTION 7.2       Paying Agent.......................................................................   34

ARTICLE VIII      DISSOLUTION OF TRUST........................................................................   35

         SECTION 8.1       Dissolution of Trust...............................................................   35

ARTICLE IX        TRANSFER OF INTERESTS.......................................................................   36

         SECTION 9.1       Transfer of Securities.............................................................   36
         SECTION 9.2       Transfer of Certificates...........................................................   36
         SECTION 9.3       Deemed Security Holders............................................................   37
         SECTION 9.4       Book-Entry Interests...............................................................   38
         SECTION 9.5       Notices to Depository Institution..................................................   39
         SECTION 9.6       Appointment of Successor Depository Institution....................................   39
         SECTION 9.7       Definitive Preferred Security Certificates.........................................   39
         SECTION 9.8       Mutilated, Destroyed, Lost or Stolen Certificates..................................   40

ARTICLE X         LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS........................   40

         SECTION 10.1      Liability..........................................................................   40
         SECTION 10.2      Exculpation........................................................................   41
         SECTION 10.3      Fiduciary Duty.....................................................................   41
         SECTION 10.4      Indemnification....................................................................   42
         SECTION 10.5      Outside Businesses.................................................................   45
         SECTION 10.6      Compensation; Fees.................................................................   45

ARTICLE XI        ACCOUNTING..................................................................................   46

         SECTION 11.1      Fiscal Year........................................................................   46
         SECTION 11.2      Certain Accounting Matters.........................................................   46





                                                                                                             
         SECTION 11.3      Banking............................................................................   46
         SECTION 11.4      Withholding........................................................................   47

ARTICLE XII       AMENDMENTS AND MEETINGS.....................................................................   47

         SECTION 12.1      Amendments.........................................................................   47
         SECTION 12.2      Meetings of the Holders of Securities; Action by Written Consent...................   49

ARTICLE XIII      REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE...............................   50

         SECTION 13.1      Representations and Warranties of Institutional Trustee............................   50
         SECTION 13.2      Representations and Warranties of Delaware Trustee.................................   51

ARTICLE XIV       MISCELLANEOUS...............................................................................   52

         SECTION 14.1      Notices............................................................................   52
         SECTION 14.2      Governing Law......................................................................   53
         SECTION 14.3      Intention of the Parties...........................................................   53
         SECTION 14.4      Headings...........................................................................   53
         SECTION 14.5      Successors and Assigns.............................................................   53
         SECTION 14.6      Partial Enforceability.............................................................   53
         SECTION 14.7      Counterparts.......................................................................   54





                             CROSS-REFERENCE TABLE*



Section of
Trust Indenture Act                                       Section of
of 1939, as amended                                      Declaration
- --------------------------------------------------------------------------------
                                            
310(a).....................................                                5.3(a)
310(b).....................................                                5.3(c)
310(c).....................................                          Inapplicable
311(a) and (b).............................                                5.3(c)
311(c).....................................                          Inapplicable
312(a).....................................                                2.2(a)
312(b).....................................                                2.2(b)
313........................................                                   2.3
314(a).....................................                                   2.4
314(b).....................................                          Inapplicable
314(c).....................................                                   2.5
314(d).....................................                          Inapplicable
314(e).....................................                                   2.5
314(f).....................................                          Inapplicable
315(a).....................................                                3.9(b)
315(b).....................................                                2.7(a)
315(c).....................................                                3.9(a)
315(d).....................................                                3.9(b)
316(a) and (b).............................    2.6 and Annex I (Sections 5 and 6)
316(c).....................................                                3.6(e)
317(a).....................................                                3.8(c)
317(b).....................................                                3.8(h)


*        This Cross-Reference Table does not constitute part of the Declaration
         and shall not affect the interpretation of any of its terms or
         provisions.



                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                             COUNTRYWIDE CAPITAL IV

         THIS AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") is dated
and effective as of April 11, 2003 by the Trustees (as defined herein), the
Sponsor (as defined herein), the Debenture Guarantor (as defined herein) and by
the holders, from time to time, of undivided beneficial interests in the Trust
to be issued pursuant to this Declaration.

         WHEREAS, the Trustees (or their predecessors) and the Sponsor
established Countrywide Capital IV (the "Trust"), a statutory trust under the
Statutory Trust Act (as defined herein), pursuant to a Declaration of Trust,
dated as of November 21, 2001 (the "Original Declaration"), and a Certificate of
Trust filed with the Secretary of State of the State of Delaware (the "Secretary
of State") on November 21, 2001, as amended to date (the "Certificate of Trust")
for the exclusive purpose of (i) issuing and selling certain Securities (as
defined herein) representing undivided beneficial interests in the assets of the
Trust, (ii) investing the gross proceeds thereof in the Debentures (as defined
herein) of the Debenture Issuer (as defined herein) and (iii) engaging only in
those other activities necessary or incidental thereto; and

         WHEREAS, as of the date hereof, no Securities have been issued; and

         WHEREAS, all of the Trustees, the Debenture Guarantor and the Sponsor,
by this Declaration, hereby amend and restate each and every term and provision
of the Original Declaration.

         NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a statutory trust under the Statutory Trust Act and that
this Declaration constitutes the governing instrument of such statutory trust,
the Trustees declare that all assets contributed to the Trust will be held in
trust for the benefit of the Holders (as defined herein), subject to the
provisions of this Declaration.

                                   ARTICLE I
                         INTERPRETATION AND DEFINITIONS

         SECTION 1.1 Definitions.

         Unless the context otherwise requires:

         (a)      capitalized terms used in this Declaration but not defined in
the preamble above have the respective meanings assigned to them in this Section
1.1;

         (b)      a term defined anywhere in this Declaration has the same
meaning throughout;

         (c)      all references to "the Declaration" or "this Declaration" are
to this Declaration as modified, supplemented or amended from time to time;

                                        1



         (d)      all references in this Declaration to Articles, Sections,
Annexes and Exhibits are to Articles and Sections of, and Annexes and Exhibits
to, this Declaration;

         (e)      a term defined in the Trust Indenture Act has the same meaning
when used in this Declaration unless otherwise defined in this Declaration or
unless the context otherwise requires; and

         (f)      a reference to the singular includes the plural and vice
versa.

         "Additional Interest" has the meaning set forth in Section 2(d) of
Annex I.

         "Affiliate" has the same meaning as given to that term in Rule 405
under the Securities Act or any successor rule thereunder.

         "Agent" means any Paying Agent.

         "Authorized Officer" of a Person means the chairman of the board, the
president, any senior managing director, any managing director, any vice
president, the treasurer, the secretary, the comptroller, any assistant
comptroller, any assistant treasurer, any assistant secretary or any other
officer of such Person generally authorized to bind such Person.

         "Book-Entry Interest" means a beneficial interest in a Global
Certificate, ownership and transfers of which shall be maintained and made
through book entries by a Depository Institution as described in Section 9.4.

         "Business Day" has the meaning set forth in the Indenture.

         "Certificate" means a Common Security Certificate or a Preferred
Security Certificate.

         "Certificate of Trust" has the meaning set forth in the first recital
hereto.

         "Closing Date" has the meaning set forth in the Underwriting Agreement.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor legislation.

         "Commission" means the Securities and Exchange Commission.

         "Common Securities" has the meaning set forth in Section 7.1(a).

         "Common Securities Guarantee" means the guarantee agreement dated as of
April 11, 2003 of the Sponsor and the Debenture Guarantor in respect of the
Common Securities.

         "Common Security Certificate" means a definitive certificate in fully
registered form representing a Common Security substantially in the form of
Exhibit A-2.

         "Compound Interest" has the meaning set forth in Section 2(a) of Annex
I.

                                        2



         "Corporate Trust Office" means the office of the Institutional Trustee
at which the corporate trust business of the Institutional Trustee shall, at any
particular time, be principally administered, which office at the date of
execution of this Agreement is located at 101 Barclay Street, New York, New York
10286, Attention: Corporate Trust Administration, telecopy no. (212) 815-5707.

         "Coupon Rate" has the meaning set forth in Section 2(a) of Annex I.

         "Covered Person" means: (a) any officer, director, shareholder,
partner, member, representative, employee or agent of (i) the Trust or (ii) the
Trust's Affiliates; and (b) any Holder of Securities.

         "Creditor" has the meaning set forth in Section 4.4.

         "Debenture Guarantee" has the meaning set forth in the Indenture.

         "Debenture Guarantor" means Countrywide Home Loans, Inc., a New York
corporation, or any successor entity in a merger, consolidation or amalgamation,
in its capacity as guarantor under the Indenture.

         "Debenture Issuer" means the Sponsor, in its capacity as issuer of the
Debentures under the Indenture.

         "Debenture Issuer Indemnified Person" means (a) any Regular Trustee;
(b) any Affiliate of any Regular Trustee; (c) any officers, directors,
shareholders, members, partners, employees, representatives or agents of any
Regular Trustee; or (d) any officer, employee or agent of the Trust or its
Affiliates.

         "Debentures" means the 6.75% Junior Subordinated Deferrable Interest
Debentures due April 1, 2033 issued by the Debenture Issuer to the Trust.

         "Debt Trustee" means The Bank of New York, as trustee under the
Indenture until a successor is appointed thereunder, and thereafter means such
successor trustee.

         "Declaration" has the meaning set forth in the preamble hereto.

         "Definitive Preferred Security Certificates" has the meaning set forth
in Section 9.4.

         "Delaware Trustee" has the meaning set forth in Section 5.2.

         "Depository Institution" shall mean DTC, another clearing agency, or
any successor registered as a clearing agency under the Exchange Act, or other
applicable statute or regulation, which, in each case, shall be designated by
the Debenture Issuer pursuant to either Section 2.03 or 2.11 of the Indenture.

         "Depository Institution Participant" means a broker, dealer, bank,
other financial institution or other Person for whom from time to time the
Depository Institution effects book-entry transfers and pledges of securities
deposited with the Depository Institution.

                                        3



         "Direct Action" has the meaning set forth in Section 3.8(e).

         "Distribution" means a distribution payable to Holders of Securities in
accordance with Section 6.1.

         "Distribution Payment Date" has the meaning set forth in Section 2(b)
of Annex I.

         "DTC" means The Depository Trust Company, the initial Depository
Institution.

         "Event of Default" in respect of the Securities means an Event of
Default under the Indenture which has occurred and is continuing in respect of
the Debentures.

         "Exchange Act" means the Securities and Exchange Act of 1934, as
amended from time to time, or any successor legislation.

         "Extension Period" has the meaning set forth in Section 2(b) of Annex
I.

         "Fiduciary Indemnified Person" has the meaning set forth in Section
10.4(b).

         "Fiscal Year" has the meaning set forth in Section 11.1.

         "Global Certificate" has the meaning set forth in Section 9.4.

         "Holder" means a Person in whose name a Certificate representing a
Security is registered, such Person being a beneficial owner within the meaning
of the Statutory Trust Act.

         "Indemnified Person" means a Debenture Issuer Indemnified Person or a
Fiduciary Indemnified Person.

         "Indenture" means the Indenture dated as of April 11, 2003, among the
Debenture Issuer, the Debenture Guarantor and the Debt Trustee, and any
indenture supplemental thereto pursuant to which the Debentures are to be
issued.

         "Institutional Trustee" means the Trustee meeting the eligibility
requirements set forth in Section 5.3.

         "Institutional Trustee Account" has the meaning set forth in Section
3.8(c).

         "Investment Company" means an investment company as defined in the
Investment Company Act.

         "Investment Company Act" means the Investment Company Act of 1940, as
amended from time to time, or any successor legislation.

         "Legal Action" has the meaning set forth in Section 3.6(g).

         "Liquidation" has the meaning set forth in Section 3 of Annex I.

         "Liquidation Distribution" has the meaning set forth in Section 3 of
Annex I.

                                        4



         "List of Holders" has the meaning set forth in Section 2.2(a).

         "Majority in liquidation amount of Preferred Securities" means, except
as provided in the terms of the Preferred Securities set forth in Annex I hereto
or by the Trust Indenture Act, Holder(s) of outstanding Securities voting
together as a single class or, as the context may require, Holders of
outstanding Preferred Securities or Holders of outstanding Common Securities
voting separately as a class, who are the record owners of more than 50% of the
aggregate liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accrued and unpaid Distributions to
the date upon which the voting percentages are determined) of all outstanding
Securities of the relevant class.

         "NYSE" means the New York Stock Exchange, Inc.

         "Officers' Certificate" means, with respect to any Person, a
certificate signed by two Authorized Officers of such Person. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Declaration shall include:

                  (a)      a statement that each Authorized Officer signing the
                           Officers' Certificate has read the covenant or
                           condition and the definitions relating thereto;

                  (b)      a brief statement of the nature and scope of the
                           examination or investigation undertaken by each
                           Authorized Officer in rendering the Officers'
                           Certificate;

                  (c)      a statement that each such Authorized Officer has
                           made such examination or investigation as, in such
                           Authorized Officer's opinion, is necessary to enable
                           such Authorized Officer to express an informed
                           opinion as to whether or not such covenant or
                           condition has been complied with; and

                  (d)      a statement as to whether, in the opinion of each
                           such Authorized Officer, such condition or covenant
                           has been complied with.

         "Original Declaration" has the meaning set forth in the first recital
hereto.

         "Paying Agent" has the meaning set forth in Section 3.8(h).

         "Payment Amount" has the meaning set forth in Section 6.1.

         "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

         "Preferred Guarantee Trustee" means The Bank of New York, as trustee
under the Preferred Securities Guarantee until a successor is appointed
thereunder, and thereafter means such successor trustee.

         "Preferred Securities" has the meaning set forth in Section 7.1(a).

                                        5



         "Preferred Securities Guarantee" means the guarantee agreement dated as
of April 11, 2003 of the Sponsor and the Debenture Guarantor in respect of the
Preferred Securities.

         "Preferred Security Beneficial Owner" means, with respect to a
Book-Entry Interest, a Person who is the beneficial owner of such Book-Entry
Interest, as reflected on the books of the Depository Institution, or on the
books of a Person maintaining an account with such Depository Institution
(directly as a Depository Institution Participant or as an indirect participant,
in each case in accordance with the rules of such Depository Institution).

         "Preferred Security Certificate" means a certificate representing a
Preferred Security substantially in the form of Exhibit A-1.

         "Prepayment Price" has the meaning set forth in Section 4(b) of Annex
I.

         "Pro Rata" has the meaning set forth in Section 8 of Annex I.

         "Prospectus" means the prospectus included in the Shelf Registration
Statement at the time the Shelf Registration Statement was declared effective,
as amended or supplemented by any prospectus supplement and by all other
amendments, including post-effective amendments, and supplements thereto, and
all other material incorporated by reference therein.

         "Quorum" means a majority of the Regular Trustees or, if there are only
two Regular Trustees, both of them.

         "Redemption/Distribution Notice" has the meaning set forth in Section
4(f)(i) of Annex I.

         "Redemption Price" shall have the meaning set forth in Section 4(a) of
Annex I.

         "Regular Trustee" has the meaning set forth in Section 5.1.

         "Related Party" means, with respect to the Sponsor or the Debenture
Guarantor, any direct or indirect wholly owned subsidiary of the Sponsor or the
Debenture Guarantor, as the case may be, or any other Person that owns, directly
or indirectly, 100% of the outstanding voting securities of the Sponsor or the
Debenture Guarantor, as the case may be.

         "Resignation Request" has the meaning set forth in Section 5.6(c).

         "Responsible Officer" means, with respect to the Institutional Trustee
any officer within the Corporate Trust Office of the Institutional Trustee with
direct responsibility for the administration of this Declaration and also means,
with respect to a particular corporate trust matter, any other officer to whom
such matter is referred because of that officer's knowledge of and familiarity
with the particular subject.

         "Rule 3a-5" means Rule 3a-5 under the Investment Company Act.

         "Securities" means the Common Securities and the Preferred Securities.

                                        6



         "Securities Act" means the Securities Act of 1933, as amended from time
to time, or any successor legislation.

         "Securities Guarantees" means the Common Securities Guarantee and the
Preferred Securities Guarantee.

         "Shelf Registration Statement" means the registration statement (File
Nos. 333-103623, 333-103623-01, 333-103623-02, and 333-103623-03) relating to
the registration for sale of the Securities that has been filed with the
Commission, and all amendments (including post-effective amendments) thereto,
and all exhibits and material incorporated by reference therein.

         "Special Redemption Event" has the meaning set forth in Section 4(c) of
Annex I.

         "Sponsor" means Countrywide Financial Corporation, a Delaware
corporation, or any successor entity in a merger, consolidation or amalgamation,
in its capacity as sponsor of the Trust.

         "Stated Maturity" has the meaning set forth in Section 4(a) of Annex I.

         "Statutory Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code Section 3801 et seq., as it may be amended from time to time,
or any successor legislation.

         "Successor Delaware Trustee" has the meaning set forth in Section
5.6(b)(ii).

         "Successor Entity" has the meaning set forth in Section 3.15(b)(i).

         "Successor Institutional Trustee" has the meaning set forth in Section
5.6(b)(i).

         "Successor Securities" has the meaning set forth in Section
3.15(b)(i)(B).

         "Super Majority" has the meaning set forth in Section 2.6(a)(ii).

         "10% in liquidation amount" means, except as provided in the terms of
the Preferred Securities set forth in Annex I hereto or by the Trust Indenture
Act, Holder(s) of outstanding Securities voting together as a single class or,
as the context may require, Holders of outstanding Preferred Securities or
Holders of outstanding Common Securities voting separately as a class, who are
the record owners of 10% or more of the aggregate in liquidation amount
(including the stated amount that would be paid on redemption, liquidation or
otherwise, plus accrued and unpaid Distributions to the date upon which the
voting percentages are determined) of all outstanding Securities of the relevant
class.

         "Transfer Agent" has the meaning set forth in Section 9.2(e).

         "Treasury Regulations" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

                                        7



         "Trust" has the meaning set forth in the first recital hereto.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
from time to time, or any successor legislation.

         "Trustee" or "Trustees" means each Person who has signed this
Declaration as a trustee, so long as such Person shall continue in office in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with the
provisions hereof, and references herein to a Trustee or the Trustees shall
refer to such Person or Persons solely in their capacity as trustees hereunder.

         "Underwriting Agreement" means the Underwriting Agreement for the
offering and sale of Preferred Securities substantially in the form of Exhibit
C.

                                   ARTICLE II
                               TRUST INDENTURE ACT

         SECTION 2.1 Trust Indenture Act; Application.

         (a)      This Declaration is subject to the provisions of the Trust
Indenture Act that are required to be part of this Declaration and shall, to the
extent applicable, be governed by such provisions.

         (b)      The Institutional Trustee shall be the only Trustee which is a
trustee for the purposes of the Trust Indenture Act.

         (c)      If, and to the extent that, any provision of this Declaration
limits, qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, the duties imposed by the Trust Indenture
Act shall control.

         (d)      The application of the Trust Indenture Act to this Declaration
shall not affect the nature of the Securities as equity securities representing
undivided beneficial interests in the assets of the Trust.

         SECTION 2.2 Lists of Holders of Securities.

         (a)      Each of the Sponsor and the Regular Trustees on behalf of the
Trust shall provide the Institutional Trustee (i) within 14 days after each
record date for payment of Distributions, a list, in such form as the
Institutional Trustee may reasonably require, of the names and addresses of the
Holders ("List of Holders") as of such record date, provided that neither the
Sponsor nor the Regular Trustees on behalf of the Trust shall be obligated to
provide such List of Holders at any time the List of Holders does not differ
from the most recent List of Holders given to the Institutional Trustee by the
Sponsor and the Regular Trustees on behalf of the Trust and (ii) at any other
time, within 30 days of receipt by the Trust of a written request for a List of
Holders as of a date no more than 15 days before such List of Holders is given
to the Institutional Trustee. The Institutional Trustee shall preserve, in as
current a form as is reasonably practicable, all information contained in the
Lists of Holders given to it or which it receives in its capacity as

                                        8



Paying Agent (if acting in such capacity), provided that the Institutional
Trustee may destroy any List of Holders previously given to it on receipt of a
new List of Holders.

         (b)      The Institutional Trustee shall comply with its obligations
under Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

         SECTION 2.3 Reports by the Institutional Trustee.

         (a)      The Institutional Trustee shall transmit to Holders such
reports concerning the Institutional Trustee and its actions under this
Indenture as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto. If required by Section 313(a) of
the Trust Indenture Act, the Institutional Trustee shall, within sixty days
after each May 15 following the date of this Declaration deliver to Holders a
brief report which complies with the provisions of such Section 313(a).

         (b)      A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Institutional Trustee with each stock
exchange, if any, upon which the Securities are listed, with the Commission and
with the Trust. The Trust will promptly notify the Institutional Trustee when
the Securities are listed on any stock exchange and of any delisting thereof.

         SECTION 2.4 Periodic Reports to Institutional Trustee.

         (a)      Each of the Sponsor and the Regular Trustees on behalf of the
Trust covenants and agrees to file with the Institutional Trustee, within 15
days after the Trust is required to file the same with the Commission, copies of
the annual reports and of the information, documents and other reports (or
copies of such portions of any of the foregoing as the Commission may from time
to time by rules and regulations prescribe) which the Trust may be required to
file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange
Act; or, if the Trust is not required to file information, documents or reports
pursuant to either of such sections, then to file with the Institutional Trustee
and the Commission, in accordance with rules and regulations prescribed from
time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section 13
of the Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations.

         (b)      Each of the Sponsor and the Regular Trustees on behalf of the
Trust covenants and agrees to file with the Institutional Trustee and the
Commission, in accordance with the rules and regulations prescribed from time to
time by the Commission, such additional information, documents and reports with
respect to compliance by the Trust with the conditions and covenants provided
for in this Declaration as may be required from time to time by such rules and
regulations.

         (c)      Each of the Sponsor and the Regular Trustees on behalf of the
Trust covenants and agrees to transmit by mail to all Holders, as the names and
addresses of such Holders appear upon the security register, within 30 days
after the filing thereof with the Institutional Trustee, such summaries of any
information, documents and reports required to be filed by the Trust pursuant to
subsections (a) and (b) of this Section 2.4 as may be required by rules and
regulations prescribed from time to time by the Commission.

                                        9



         (d)      Each of the Sponsor, the Debenture Guarantor and the Regular
Trustees on behalf of the Trust covenants and agrees to furnish to the
Institutional Trustee within 120 days of the end of each fiscal year, the
compliance certificate required by Section 314(a)(4) of the Trust Indenture Act.
The compliance certificate shall be executed by two Authorized Officers of the
Sponsor, at least one of whom shall be the chief financial or accounting officer
of the Sponsor.

         (e)      Delivery of such reports, information and documents to the
Institutional Trustee is for informational purposes only and the Institutional
Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Trust's compliance with any of its covenants hereunder
(as to which the Institutional Trustee is entitled to rely exclusively on
Officers' Certificates).

         SECTION 2.5 Evidence of Compliance with Conditions Precedent.

         Each of the Sponsor and the Regular Trustees on behalf of the Trust
shall provide to the Institutional Trustee such evidence of compliance with any
conditions precedent, if any, provided for in this Declaration that relate to
any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer pursuant to Section
314(c)(1) may be given in the form of an Officers' Certificate.

         SECTION 2.6 Events of Default; Waiver.

         (a)      Subject to Section 2.6(c), the Holders of a Majority in
liquidation amount of Preferred Securities may, by vote, on behalf of the
Holders of all of the Preferred Securities, waive any past Event of Default in
respect of the Preferred Securities and its consequences, provided that, if the
underlying Event of Default under the Indenture:

                  (i)      is not waivable under the Indenture, the Event of
         Default under the Declaration shall also not be waivable; or

                  (ii)     requires the consent or vote of greater than a
         majority in principal amount of the holders of the Debentures (a "Super
         Majority") to be waived under the Indenture, then the Event of Default
         under the Declaration may be waived only by the vote of the Holders of
         at least the proportion in liquidation amount of the Preferred
         Securities that the relevant Super Majority represents of the aggregate
         principal amount of the Debentures outstanding; or

                  (iii)    requires the consent or vote of each holder of
         Debentures to be waived under the Indenture, then the Event of Default
         under the Declaration may be waived only by each Holder of Preferred
         Securities.

         The foregoing provisions of this Section 2.6(a) shall be in lieu of
Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of
the Trust Indenture Act is hereby expressly excluded from this Declaration and
the Securities, as permitted by the Trust Indenture Act. Upon such waiver, any
such default shall cease to exist, and any Event of Default with respect to the
Preferred Securities arising therefrom shall be deemed to have been cured, for
every purpose of this Declaration, but no such waiver shall extend to any
subsequent or other default or an Event of Default with respect to the Preferred
Securities or impair any right

                                       10



consequent thereon. Any waiver by the Holders of the Preferred Securities of an
Event of Default with respect to the Preferred Securities shall also be deemed
to constitute a waiver by the Holders of the Common Securities of any such Event
of Default with respect to the Common Securities for all purposes of this
Declaration without any further act, vote or consent of the Holders of the
Common Securities.

         (b)      Subject to Section 2.6(c), the Holders of a Majority in
liquidation amount of the Common Securities may, by vote, on behalf of the
Holders of all of the Common Securities, waive any past Event of Default with
respect to the Common Securities and its consequences, provided that, if the
underlying Event of Default under the Indenture:

                  (i)      is not waivable under the Indenture, except where the
         Holders of the Common Securities are deemed to have waived such Event
         of Default under the Declaration as provided below in this Section
         2.6(b), then the Event of Default under the Declaration shall also not
         be waivable; or

                  (ii)     requires the consent or vote of (A) a Super Majority
         to be waived, then the Event of Default under the Declaration may be
         waived only by the vote of the Holders of at least the proportion in
         liquidation amount of the Common Securities that the relevant Super
         Majority represents of the aggregate principal amount of the Debentures
         outstanding or (B) each holder of Debentures to be waived, then the
         Event of Default under the Declaration may only be waived by each
         Holder of Preferred Securities, except where the Holders of the Common
         Securities are deemed to have waived such Event of Default under the
         Declaration as provided below in this Section 2.6(b); provided further,
         each Holder of Common Securities will be deemed to have waived any such
         Event of Default and all Events of Default with respect to the Common
         Securities and its consequences until all Events of Default with
         respect to the Preferred Securities have been cured, waived or
         otherwise eliminated, and until such Events of Default have been so
         cured, waived or otherwise eliminated, the Institutional Trustee will
         be deemed to be acting solely on behalf of the Holders of the Preferred
         Securities and only the Holders of the Preferred Securities will have
         the right to direct the Institutional Trustee in accordance with the
         terms of the Securities set forth in Annex I hereto. If any Event of
         Default with respect to the Preferred Securities is waived by the
         Holders of Preferred Securities as provided in this Declaration, the
         Holders of Common Securities agree that such waiver shall also
         constitute the waiver of such Event of Default with respect to the
         Common Securities for all purposes under this Declaration without any
         further act, vote or consent of the Holders of the Common Securities.
         Subject to the foregoing provisions of this Section 2.6(b), upon such
         waiver, any such default shall cease to exist and any Event of Default
         with respect to the Common Securities arising therefrom shall be deemed
         to have been cured for every purpose of this Declaration, but no such
         waiver shall extend to any subsequent or other default or Event of
         Default with respect to the Common Securities or impair any right
         consequent thereon. The foregoing provisions of this Section 2.6(b)
         shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust
         Indenture Act and such Sections 316(a)(1)(A) and 316(a)(1)(B) of the
         Trust Indenture Act are hereby expressly excluded from this Declaration
         and the Securities, as permitted by the Trust Indenture Act. Subject to
         the foregoing provisions of this Section 2.6(b), upon such waiver, any
         such default shall cease to exist and any Event of Default with

                                       11



         respect to the Common Securities arising therefrom shall be deemed to
         have been cured for every purpose of this Declaration, but no such
         waiver shall extend to any subsequent or other default or Event of
         Default with respect to the Common Securities or impair any right
         consequent thereon.

         (c)      The right of any Holder to receive payment of Distributions in
accordance with this Declaration and the terms of the Securities set forth in
Annex I on or after the respective payment dates therefor, or to institute suit
for the enforcement of any such payment on or after such payment dates, shall
not be impaired without the consent of each such Holder.

         (d)      A waiver of an Event of Default under the Indenture by the
Institutional Trustee at the written direction of the Holders of the Preferred
Securities constitutes a waiver of the corresponding Event of Default under this
Declaration. The foregoing provision of this Section 2.6(d) shall be in lieu of
Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of
the Trust Indenture Act is hereby expressly excluded from this Declaration and
the Securities, as permitted by the Trust Indenture Act.

         SECTION 2.7 Event of Default; Notice.

         (a)      The Institutional Trustee shall, within 90 days after the
occurrence of an Event of Default, transmit by mail, first class postage
prepaid, to the Holders, notice of all defaults with respect to the Securities
actually known to a Responsible Officer, unless such defaults have been cured
before the giving of such notice (the term "defaults" for the purposes of this
Section 2.7(a) being hereby defined to be an Event of Default as defined in the
Indenture, not including any periods of grace provided for therein and
irrespective of the giving of any notice provided therein); provided that,
except for a default in the payment of principal of, premium, if any, or
interest on any of the Debentures or in the payment of any sinking fund
installment established for the Debentures, the Institutional Trustee shall be
protected in withholding such notice if and so long as a Responsible Officer in
good faith determines that the withholding of such notice is in the interests of
the Holders; and provided further, that in the case of any default of the
character specified in Section 5.01(c) of the Indenture, no such notice to
Holders shall be given until at least 60 days after the occurrence thereof but
shall be given within 90 days after such occurrence.

         (b)      The Institutional Trustee shall not be deemed to have
knowledge of any default except:

                  (i)      a default under Section 5.01(a) or (b) of the
         Indenture; or

                  (ii)     any default as to which the Institutional Trustee
         shall have received written notice or of which a Responsible Officer
         charged with the administration of the Declaration shall have actual
         knowledge.

                                       12



                                  ARTICLE III
                                  ORGANIZATION

         SECTION 3.1 Name.

         The Trust continued by this Declaration is named "Countrywide Capital
IV," as such name may be modified from time to time by the Regular Trustees
following written notice to the Holders. The Trust's activities may be conducted
under the name of the Trust or any other name deemed advisable by the Regular
Trustees.

         SECTION 3.2 Office.

         The address of the principal office of the Trust is c/o Countrywide
Financial Corporation, 4500 Park Granada, Calabasas, California 91302. Upon ten
(10) Business Days' written notice to the Holders of Securities, the Regular
Trustees may designate another principal office.

         SECTION 3.3 Purposes.

         The exclusive purposes and functions of the Trust are (i) to issue (a)
its Preferred Securities pursuant to the Underwriting Agreement in exchange for
cash and (b) its Common Securities to the Sponsor in exchange for cash, and to
use the gross proceeds of the sale of the Securities to invest in the
Debentures, (ii) to enter into such agreements and arrangements as may be
necessary in connection with the issuance and sale of the Securities and to take
all actions, and exercise such discretion, as may be necessary or desirable in
connection with the issuance and sale of the Securities and to file such
registration statements or make such other filings under the Securities Act, the
Exchange Act or State securities or "Blue Sky" laws as may be necessary or
desirable in connection with the offer and the issuance and sale of the
Securities, and (iii) except as otherwise limited herein, to engage in only
those other activities necessary or incidental thereto. As more specifically
provided in Section 3.7, the Trust shall not borrow money, issue debt or
reinvest proceeds derived from investments, pledge any of its assets, or
otherwise undertake (or permit to be undertaken) any activity that would cause
the Trust not to be classified for United States federal income tax purposes as
a grantor trust.

         SECTION 3.4 Authority.

         Subject to the limitations provided in this Declaration and to the
specific duties of the Institutional Trustee, the Regular Trustees shall have
exclusive and complete authority to carry out the purposes of the Trust. Any
action taken by the Regular Trustees in accordance with their powers shall
constitute the act of and serve to bind the Trust and any action taken by the
Institutional Trustee on behalf of the Trust in accordance with its powers shall
constitute the act of and serve to bind the Trust. In dealing with the Trustees
acting on behalf of the Trust, no person shall be required to inquire into the
authority of the Trustees to bind the Trust. Persons dealing with the Trust are
entitled to rely conclusively on the power and authority of the Trustees as set
forth in this Declaration.

                                       13



         SECTION 3.5 Title to Property of the Trust.

         Except as provided in Section 3.8 with respect to the Debentures and
the Institutional Trustee Account or as otherwise provided in this Declaration,
legal title to all assets of the Trust shall be vested in the Trust. The Holders
shall not have legal title to any part of the assets of the Trust, but shall
have an undivided beneficial interest in the assets of the Trust.

         SECTION 3.6 Powers and Duties of the Regular Trustees.

         The Regular Trustees shall have the exclusive power, duty and authority
to cause the Trust to engage in the following activities:

         (a)      to issue and sell the Securities in accordance with this
Declaration; provided, however, that the Trust may issue no more than one series
of Preferred Securities and no more than one series of Common Securities; and,
provided further, that there shall be no interests in the Trust other than the
Securities;

         (b)      in connection with the issue of the Preferred Securities, to:

                  (i)      execute and file with the Commission one or more
         registration statements on Form S-3 prepared by the Sponsor, including
         any and all amendments thereto, pertaining to the Preferred Securities;

                  (ii)     execute and file any documents prepared by the
         Sponsor, or take any acts as determined by the Sponsor to be necessary
         in order to qualify or register all or part of the Preferred Securities
         in any State in which the Sponsor has determined to qualify or register
         such Preferred Securities for sale;

                  (iii)    execute and file an application, prepared by the
         Sponsor, to the NYSE or any other national stock exchange or The Nasdaq
         Stock Market's National Market for listing or quotation upon notice of
         issuance of any Preferred Securities;

                  (iv)     execute and file with the Commission a registration
         statement on Form 8-A, including any amendments thereto, prepared by
         the Sponsor, relating to the registration of the Preferred Securities
         under Section 12(b) or 12(g) of the Exchange Act;

                  (v)      execute and enter into the Underwriting Agreement and
         one or more purchase agreements providing for the sale of the Common
         Securities and the purchase of the Debentures; and

                  (vi)     execute and deliver letters, documents or instruments
         to DTC.

         (c)      to acquire the Debentures with the proceeds of the sale of the
Preferred Securities and the Common Securities; provided, however, that the
Regular Trustees shall cause legal title to the Debentures to be held of record
in the name of the Institutional Trustee for the benefit of the Holders;

                                       14




         (d)      to give the Sponsor and the Institutional Trustee prompt
written notice of the occurrence of a Special Redemption Event;

         (e)      to establish a record date with respect to all actions to be
taken hereunder that require a record date be established, including and with
respect to, for the purposes of Section 316(c) of the Trust Indenture Act,
Distributions, voting rights, redemptions and exchanges, and to issue relevant
notices to the Holders of Securities as to such actions and applicable record
dates;

         (f)      to take all actions and perform such duties as may be
required of the Regular Trustees pursuant to the terms of the Securities set
forth in Annex I hereto;

         (g)      to bring or defend, pay, collect, compromise, arbitrate,
resort to legal action, or otherwise adjust claims or demands of or against the
Trust ("Legal Action"), unless pursuant to Section 3.8(e), the Institutional
Trustee has the exclusive power to bring such Legal Action;

         (h)      to employ or otherwise engage employees and agents (who may
be designated as officers with titles) and managers, contractors, advisors and
consultants and pay reasonable compensation for such services;

         (i)      to cause the Trust to comply with the Trust's obligations
under the Trust Indenture Act;

         (j)      to give the certificate required by Section 314(a)(4) of the
Trust Indenture Act to the Institutional Trustee, which certificate may be
executed by any Regular Trustee;

         (k)      to incur expenses that are necessary or incidental to carry
out any of the purposes of the Trust;

         (l)      to act as, or appoint another Person to act as, registrar,
transfer agent and paying agent for the Securities;

         (m)      to give prompt written notice to the Holders of any notice
received from the Debenture Issuer of its election to defer payments of
interest on the Debentures by extending the interest payment period under the
Indenture;

         (n)      to execute all documents or instruments, perform all duties
and powers, and do all things for and on behalf of the Trust in all matters
necessary or incidental to the foregoing;

         (o)      to take all action that may be necessary or appropriate for
the preservation and the continuation of the Trust's valid existence, rights,
franchises and privileges as a statutory trust under the laws of the State of
Delaware and of each other jurisdiction in which such existence is necessary to
protect the limited liability of the Holders or to enable the Trust to effect
the purposes for which the Trust was created;

         (p)      to take any action, not inconsistent with this Declaration or
with applicable law, that the Regular Trustees determine in their discretion to
be necessary or desirable in carrying out the activities of the Trust as set
out in this Section 3.6, including, but not limited to:

                                       15



                  (i)      causing the Trust not to be deemed to be an
         Investment Company required to be registered under the Investment
         Company Act;

                  (ii)     causing the Trust to be classified for United States
         federal income tax purposes as a grantor trust; and

                  (iii)    cooperating with the Debenture Issuer to ensure that
         the Debentures will be treated as indebtedness of the Debenture Issuer
         for United States federal income tax purposes,

         provided that such actions do not adversely affect the interests of
Holders; and

         (q)      to take all action necessary to cause all applicable tax
returns and tax information reports that are required to be filed with respect
to the Trust to be duly prepared and filed by the Regular Trustees, on behalf
of the Trust.

         The Regular Trustees shall exercise the powers set forth in this
Section 3.6 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Regular Trustees shall not take any
action that is inconsistent with the purposes and functions of the Trust set
forth in Section 3.3.

         Subject to this Section 3.6, the Regular Trustees shall have none of
the powers or the authority of the Institutional Trustee set forth in
Section 3.8.

         Any expenses incurred by the Regular Trustees pursuant to this
Section 3.6 shall be reimbursed by the Debenture Issuer.

         The Regular Trustees shall take all actions on behalf of the Trust
that are not specifically required by this Declaration to be taken by any other
Trustee.

         SECTION 3.7 Prohibition of Actions by the Trust and the Trustees.

         (a)      The Trust shall not, and the Trustees (including the
Institutional Trustee) shall cause the Trust not to, engage in any activity
other than in connection with the purposes of the Trust or other than as
required or authorized by this Declaration. In particular, the Trust shall
not, and the Trustees (including the Institutional Trustee) shall cause the
Trust not to:

                  (i)      invest any proceeds received by the Trust in respect
         of the Debentures, but shall distribute all such proceeds to Holders
         pursuant to the terms of this Declaration and of the Securities;

                  (ii)     acquire any assets other than as expressly provided
         herein;

                  (iii)    possess Trust property for other than a Trust
         purpose;

                  (iv)     make any investments, other than investments
         represented by the Debentures;

                                       16



                  (v)      possess any power or otherwise act in such a way as
         to vary the Trust assets or the terms of the Securities in any way
         whatsoever;

                  (vi)     issue any securities or other evidences of beneficial
         ownership of, or beneficial interest in, the Trust other than the
         Securities;

                  (vii)    incur any indebtedness for borrowed money; or

                  (viii)   other than as provided in this Declaration or Annex I
         hereto, (A) direct the time, method and place of exercising any trust
         or power conferred upon the Debt Trustee with respect to the
         Debentures, (B) waive any past default that is waivable under the
         Indenture, (C) exercise any right to rescind or annul any declaration
         that the principal of all the Debentures held in the Trust shall be
         due and payable, or (D) consent to any amendment, modification or
         termination of the Indenture or the Debentures if such action would
         cause the Trust to be classified for United States federal income tax
         purposes as other than a grantor trust or would cause the Trust to be
         deemed an Investment Company required to be registered under the
         Investment Company Act.

         SECTION 3.8 Powers and Duties of the Institutional Trustee.

         (a)      The legal title to the Debentures shall be owned by and held
of record in the name of the Institutional Trustee in trust for the benefit of
the Holders. The right, title and interest of the Institutional Trustee to the
Debentures shall vest automatically in each Person who may hereafter be
appointed as Institutional Trustee in accordance with Section 5.6. Such
vesting and cessation of title shall be effective whether or not conveyancing
documents with regard to the Debentures have been executed and delivered.

         (b)      The Institutional Trustee shall not transfer its right, title
and interest in the Debentures to the Regular Trustees or to the Delaware
Trustee (if the Institutional Trustee does not also act as Delaware Trustee).

         (c)      The Institutional Trustee shall:

                  (i)      establish and maintain a segregated non-interest
         bearing trust account (the "Institutional Trustee Account") in the
         name of and under the exclusive control of the Institutional Trustee
         on behalf of the Holders and, upon the receipt of payments of funds
         made in respect of the Debentures held by the Institutional Trustee,
         deposit such funds into the Institutional Trustee Account and make
         payments to the Holders from the Institutional Trustee Account in
         accordance with Section 6.1. Funds in the Institutional Trustee
         Account shall be held uninvested until disbursed in accordance with
         this Declaration;

                  (ii)     engage in such ministerial activities as shall be
         necessary or appropriate to effect the redemption of the Securities to
         the extent the Debentures are redeemed or mature; and

                  (iii)    upon written notice of distribution issued by the
         Regular Trustees in accordance with the terms of the Securities,
         engage in such ministerial activities as shall

                                       17



         be necessary or appropriate to effect the distribution of the
         Debentures to Holders in accordance with the provisions of the
         Indenture.

         (d)      The Institutional Trustee shall take all actions and perform
such duties as may be specifically required of the Institutional Trustee
pursuant to the terms of the Securities.

         (e)      The Institutional Trustee shall take any Legal Action which
arises out of or in connection with (i) an Event of Default of which a
Responsible Officer has actual knowledge or (ii) the Institutional Trustee's
duties and obligations under this Declaration or the Trust Indenture Act. If
the Institutional Trustee fails to enforce its rights under the Debentures,
after a Holder of Preferred Securities has made a written request, such Holder
may institute a legal proceeding against the Debenture Issuer or Debenture
Guarantor to enforce the Institutional Trustee's rights under the Debentures
without first instituting any legal proceeding against the Institutional
Trustee or any other Person. Notwithstanding the foregoing, if an Event of
Default has occurred and is continuing and such event is attributable to the
failure of the Debenture Issuer (or the Debenture Guarantor on its behalf) to
pay interest or principal on the Debentures on the date such interest or
principal is otherwise payable (or in the case of redemption, on the redemption
date), then a Holder of Preferred Securities may directly institute a
proceeding for enforcement of payment to such Holder of the principal of, or
interest on, the Debentures having a principal amount equal to the aggregate
liquidation amount of the Preferred Securities of such Holder (a "Direct
Action") on or after the respective due date specified in the Debentures.
Notwithstanding any payments made to such Holder of Preferred Securities by the
Debenture Issuer or the Debenture Guarantor in connection with a Direct Action,
the Debenture Issuer shall remain obligated to pay the principal of or interest
on the Debentures held by the Trust or the Institutional Trustee of the Trust,
and the Debenture Issuer or the Debenture Guarantor, as the case may be, shall
be subrogated to the rights of the Holder of such Preferred Securities with
respect to payments on the Preferred Securities. Except as provided in the
preceding sentences and in the Preferred Securities Guarantee, the Holders of
Preferred Securities will not be able to exercise directly any other remedy
available to the holders of the Debentures.

         (f)      The Institutional Trustee shall not resign as a Trustee
unless either:

                  (i)      the Trust has been completely liquidated and the
         proceeds of the liquidation distributed to the Holders pursuant to the
         terms of the Securities; or

                  (ii)     a Successor Institutional Trustee has been appointed
         and has accepted that appointment in accordance with Section 5.6.

         (g)      The Institutional Trustee shall have the legal power to
exercise all of the rights, powers and privileges of a holder of Debentures
under the Indenture and, if an Event of Default actually known to a Responsible
Officer occurs and is continuing, the Institutional Trustee shall, for the
benefit of Holders, enforce its rights as holder of the Debentures subject to
the rights of the Holders pursuant to the terms of such Securities.

         (h)      The Institutional Trustee may authorize one or more Persons
(each, a "Paying Agent") to pay Distributions, redemption payments or
liquidation payments on behalf of the Trust with respect to all securities and
any such Paying Agent shall comply with Section 317(b)

                                       18



of the Trust Indenture Act. Any Paying Agent may be removed by the Institutional
Trustee at any time and a successor Paying Agent or additional Paying Agents may
be appointed at any time by the Institutional Trustee, in each case without
prior notice to the Holders. The Paying Agent may perform such functions
whenever the Institutional Trustee may do so. Each reference in this Declaration
to payment to the Holders by the Institutional Trustee includes such payment by
a Paying Agent. A Paying Agent has the same rights as the Institutional Trustee
to deal with the Sponsor, the Debenture Guarantor or an Affiliate of either of
them, and itself may be the Trust, an Affiliate of the Trust or a Related Party
of the Sponsor or the Debenture Guarantor. The Institutional Trustee is hereby
appointed to initially act as Paying Agent for the Securities.

         (i)      The Institutional Trustee shall give prompt written notice to
the Holders of the Securities of any notice received by it from the Debenture
Issuer of the Debenture Issuer's election to defer payments of interest on the
Debentures by extending the interest payment period with respect thereto.

         (j)      The Institutional Trustee shall notify all Holders of the
Preferred Securities of any notice of default received from the Debt Trustee
with respect to the Debentures. Such notice shall state that such event of
default under the Indenture also constitutes an Event of Default hereunder.

         (k)      Subject to this Section 3.8, the Institutional Trustee shall
have none of the duties, liabilities, powers or the authority of the Regular
Trustees set forth in Section 3.6.

         The Institutional Trustee shall exercise the powers set forth in this
Section 3.8 and in Sections 3.9 and 3.10 in a manner that is consistent with
the purposes and functions of the Trust set out in Section 3.3, and the
Institutional Trustee shall not take any action that is inconsistent with the
purposes and functions of the Trust set out in Section 3.3.

         SECTION 3.9 Certain Duties and Responsibilities of the Institutional
Trustee.

         (a)      The Institutional Trustee, before the occurrence of any Event
of Default and after the curing of all Events of Default that may have
occurred, shall undertake to perform only such duties as are specifically set
forth in this Declaration and no implied covenants or obligations shall be read
into this Declaration against the Institutional Trustee. In case an Event of
Default has occurred (that has not been cured or waived pursuant to
Section 2.6) of which a Responsible Officer has actual knowledge, the
Institutional Trustee shall exercise such of the rights and powers vested in it
by this Declaration, and use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs.

         (b)      No provision of this Declaration shall be construed to
relieve the Institutional Trustee from liability for its own negligent action,
its own negligent failure to act or its own willful misconduct, except that:

                  (i)      prior to the occurrence of an Event of Default and
         after the curing or waiving of all such Events of Default that may
         have occurred:

                                       19



                           (A)      the duties and obligations of the
                  Institutional Trustee shall be determined solely by the
                  express provisions of this Declaration and the Institutional
                  Trustee shall not be liable except for the performance of
                  such duties and obligations as are specifically set forth in
                  this Declaration, and no implied covenants or obligations
                  shall be read into this Declaration against the Institutional
                  Trustee; and

                           (B)      in the absence of bad faith on the part of
                  the Institutional Trustee, the Institutional Trustee may
                  conclusively rely, as to the truth of the statements and the
                  correctness of the opinions expressed therein, upon any
                  certificates or opinions furnished to the Institutional
                  Trustee and conforming to the requirements of this
                  Declaration; but in the case of any such certificates or
                  opinions that by any provision hereof are specifically
                  required to be furnished to the Institutional Trustee, the
                  Institutional Trustee shall be under a duty to examine the
                  same to determine whether or not they conform to the
                  requirements of this Declaration;

                  (ii)     the Institutional Trustee shall not be liable for any
         error of judgment made in good faith by a Responsible Officer, unless
         it shall be proved that the Institutional Trustee was negligent in
         ascertaining the pertinent facts;

                  (iii)    the Institutional Trustee shall not be liable with
         respect to any action taken or omitted to be taken by it in good faith
         in accordance with the direction of the Holders of not less than a
         Majority in liquidation amount of the Securities relating to the time,
         method and place of conducting any proceeding for any remedy available
         to the Institutional Trustee, or exercising any trust or power
         conferred upon the Institutional Trustee under this Declaration;

                  (iv)     no provision of this Declaration shall require the
         Institutional Trustee to expend or risk its own funds or otherwise
         incur personal financial liability in the performance of any of its
         duties or in the exercise of any of its rights or powers, if it shall
         have reasonable grounds for believing that the repayment of such funds
         or liability is not reasonably assured to it under the terms of this
         Declaration or adequate indemnity against such risk is not reasonably
         assured to it;

                  (v)      the Institutional Trustee's sole duty with respect to
         the custody, safekeeping and physical preservation of the Debentures
         and the Institutional Trustee Account shall be to deal with such
         property in a similar manner as the Institutional Trustee deals with
         similar property for its own account, subject to the protections and
         limitations on liability afforded to the Institutional Trustee under
         this Declaration and the Trust Indenture Act;

                  (vi)     the Institutional Trustee shall have no duty or
         liability for or with respect to the value, genuineness, existence or
         sufficiency of the Debentures or the payment of any taxes or
         assessments levied thereon or in connection therewith;

                  (vii)    the Institutional Trustee shall not be liable for any
         interest on any money received by it except as it may otherwise agree
         in writing with the Sponsor. Money held

                                       20



         by the Institutional Trustee need not be segregated from other funds
         held by it except in relation to the Institutional Trustee Account
         maintained by the Institutional Trustee pursuant to Section 3.8(c)(i)
         and except to the extent otherwise required by law;

                  (viii)   the Institutional Trustee shall not be responsible
         for monitoring the compliance by the Regular Trustees or the Sponsor
         with their respective duties under this Declaration, nor shall the
         Institutional Trustee be liable for any default or misconduct of the
         Regular Trustees or the Sponsor;

                  (ix)     without prejudice to any other rights available to
         the Institutional Trustee under applicable law, when the Institutional
         Trustee incurs expenses or renders services in connection with a
         bankruptcy event involving any obligor on the Securities or the
         Debentures, such expenses (including the fees and expenses of its
         counsel) and the compensation for such services are intended to
         constitute expenses of administration under any bankruptcy law or law
         relating to creditors rights generally; and

                  (x)      any action taken hereunder by the Institutional
         Trustee or its agents shall bind the Trust and the Holders of the
         Securities, and the signature of the Institutional Trustee or its
         agents alone shall be sufficient and effective to perform any such
         action and no third party shall be required to inquire as to the
         authority of the Institutional Trustee to act or as its compliance
         with any of the terms and provisions of this Declaration, both of
         which shall be conclusively evidenced by the Institutional Trustee's
         or its agent's taking such action.

         SECTION 3.10 Certain Rights of the Institutional Trustee.

         (a)      Subject to the provisions of Section 3.9:

                  (i)      the Institutional Trustee may conclusively rely and
         shall be fully protected in acting or refraining from acting upon any
         resolution, certificate, statement, instrument, opinion, report,
         notice, request, consent, order, bond, debenture or other paper or
         document believed by it to be genuine and to have been signed, sent or
         presented by the proper party or parties;

                  (ii)     any direction or act of the Sponsor or the Regular
         Trustees contemplated by this Declaration shall be sufficiently
         evidenced by an Officers' Certificate;

                  (iii)    whenever in the administration of this Declaration,
         the Institutional Trustee shall deem it desirable that a matter be
         proved or established before taking, suffering or omitting any action
         hereunder, the Institutional Trustee (unless other evidence is herein
         specifically prescribed) may, in the absence of bad faith on its part,
         request and conclusively rely upon an Officers' Certificate which,
         upon receipt of such request, shall be promptly delivered by the
         Sponsor or the Regular Trustees;

                  (iv)     the Institutional Trustee shall have no duty to see
         to any recording, filing or registration of any instrument (including
         any financing or continuation statement or any filing under tax or
         securities laws) or any rerecording, refiling or registration thereof;

                                       21



                  (v)      the Institutional Trustee may consult with counsel of
         its selection or other experts of its selection and the advice or
         opinion of such counsel and experts with respect to legal matters or
         advice within the scope of such experts' area of expertise shall be
         full and complete authorization and protection in respect of any
         action taken, suffered or omitted by it hereunder in good faith and in
         accordance with such advice or opinion, which counsel may be counsel
         to the Sponsor or any of its Affiliates, and may include any of its
         employees. The Institutional Trustee shall have the right at any time
         to seek instructions concerning the administration of this Declaration
         from any court of competent jurisdiction;

                  (vi)     the Institutional Trustee shall be under no
         obligation to exercise any of the rights or powers vested in it by
         this Declaration at the request, order or direction of any Holder,
         unless such Holder shall have provided to the Institutional Trustee
         security and indemnity satisfactory to the Institutional Trustee
         against the costs, expenses (including attorneys' fees and expenses
         and the expenses of the Institutional Trustee's agents, nominees or
         custodians) and liabilities that might be incurred by it in complying
         with such request or direction, including such reasonable advances as
         may be requested by the Institutional Trustee; provided that, nothing
         contained in this Section 3.10(a)(vi) shall be taken to relieve the
         Institutional Trustee, upon the occurrence of an Event of Default, of
         its obligation to exercise the rights and powers vested in it by this
         Declaration;

                  (vii)   the Institutional Trustee shall not be bound to make
         any investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         consent, order, approval, bond, debenture, coupon or other paper or
         document, but the Institutional Trustee, in its discretion, may make
         such further inquiry or investigation into such facts or matters as it
         may see fit at the sole cost of the Debenture Issuer and shall incur
         no liability or additional liability of any kind by reason of such
         inquiry or investigation;

                  (viii)  the Institutional Trustee may execute any of the
         trusts or powers hereunder or perform any duties hereunder either
         directly or by or through agents, custodians, nominees or attorneys
         and the Institutional Trustee shall not be responsible for any
         misconduct or negligence on the part of any agent or attorney
         appointed with due care by it hereunder;

                  (ix)    any action taken by the Institutional Trustee or its
         agents hereunder shall bind the Trust and the Holders; and the
         signature of the Institutional Trustee or its agents alone shall be
         sufficient and effective to perform any such action and no third party
         shall be required to inquire as to the authority of the Institutional
         Trustee to so act or as to its compliance with any of the terms and
         provisions of this Declaration, both of which shall be conclusively
         evidenced by the Institutional Trustee's or its agent's taking such
         action;

                  (x)     whenever in the administration of this Declaration
         the Institutional Trustee shall deem it desirable to receive
         instructions with respect to enforcing any remedy or right or taking
         any other action hereunder, the Institutional Trustee (i) may request
         instructions from the Holders which instructions may only be given by
         the Holders of the same proportion in liquidation amount of the
         Securities as would be entitled to direct the

                                       22



         Institutional Trustee under the terms of the Securities in respect of
         such remedy, right or action, (ii) may refrain from enforcing such
         remedy or right or taking such other action until such instructions are
         received and (iii) shall be protected in conclusively relying on or
         acting in accordance with such instructions;

                  (xi)    except as otherwise expressly provided by this
         Declaration, the Institutional Trustee shall not be under any
         obligation to take any action that is discretionary under the
         provisions of this Declaration;

                  (xii)    the Institutional Trustee may request that the Trust
         deliver an Officers' Certificate setting forth the names of
         individuals and/or titles of officers authorized at such time to take
         specified actions pursuant to this Declaration, which Officers'
         Certificate may be signed by any person authorized to sign an
         Officers' Certificate, including any person specified as so authorized
         in any such certificate previously delivered and not superseded; and

                  (xiii)   the rights, privileges, protections, immunities and
         benefits given to the Institutional Trustee, including, without
         limitation, its rights to be indemnified, are extended to, and shall
         be enforceable by, the Institutional Trustee in each of its capacities
         hereunder, and to each agent, custodian or other Person employed to
         act hereunder.

         (b)      No provision of this Declaration shall be deemed to impose
any duty or obligation on the Institutional Trustee to perform any act or acts
or exercise any right, power, duty or obligation conferred or imposed on it, in
any jurisdiction in which it shall be illegal, or in which the Institutional
Trustee shall be unqualified or incompetent in accordance with applicable law,
to perform any such act or acts or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Institutional
Trustee shall be construed to be a duty.

         SECTION 3.11 Delaware Trustee.

         Notwithstanding any other provision of this Declaration other than
Section 5.2, the Delaware Trustee shall not be entitled to exercise any powers,
nor shall the Delaware Trustee have any of the duties and responsibilities of
the Regular Trustees or the Institutional Trustee described in this
Declaration. Except as set forth in Section 5.2, the Delaware Trustee shall be
a Trustee for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Statutory Trust Act. Notwithstanding anything herein to
the contrary, the Delaware Trustee shall not be liable for the acts or
omissions to act of the Trust or of the Regular Trustees except for such acts
as the Delaware Trustee is expressly obligated or authorized to undertake under
this Declaration or the Statutory Trust Act and except for the gross negligence
or willful misconduct of the Delaware Trustee.

         SECTION 3.12 Execution of Documents.

         Except as otherwise required by the Statutory Trust Act or applicable
law, any one of the Regular Trustees is authorized to execute on behalf of the
Trust any documents which the Regular Trustees have the power and authority to
execute pursuant to Section 3.6.

                                       23



         SECTION 3.13 Not Responsible for Recitals or Issuance of Securities.

         The recitals contained in this Declaration and the Securities shall be
taken as the statements of the Sponsor, and the Trustees do not assume any
responsibility for their correctness. The Trustees make no representations as
to the value or condition of the property of the Trust or any part thereof.
The Trustees make no representations as to the validity or sufficiency of this
Declaration or the Securities.

         SECTION 3.14 Duration of Trust.

         The Trust, unless dissolved pursuant to the provisions of Article VIII
hereof, shall dissolve on November 21, 2056.

         SECTION 3.15 Mergers.

         (a)      The Trust may not consolidate, amalgamate, merge with or
into, or be replaced by, or convey, transfer or lease its properties and assets
to any corporation or other body, except as described in Section 3.15(b) and
(c), and Section 8.1 hereof or Section 4 of Annex I hereto.

         (b)      The Trust may, with the consent of the Regular Trustees or,
if there are more than two, a majority of the Regular Trustees, and without the
consent of the Holders, the Institutional Trustee or the Delaware Trustee,
consolidate, amalgamate, merge with or into, or be replaced by a trust
organized as such under the laws of any State of the United States; provided
that:

                  (i)     if the Trust is not the survivor, such successor
         entity (the "Successor Entity") either:

                           (A)      expressly assumes all of the obligations of
                  the Trust under the Securities; or

                           (B)      substitutes for the Preferred Securities
                  other securities having substantially the same terms as the
                  Preferred Securities (the "Successor Securities") so long as
                  the Successor Securities rank the same as the Preferred
                  Securities rank with respect to Distributions and payments
                  upon liquidation, redemption and otherwise;

                  (ii)     the Debenture Issuer expressly acknowledges a trustee
         of the Successor Entity that possesses the same powers and duties as
         the Institutional Trustee as the holder of the Debentures;

                  (iii)    the Preferred Securities or any Successor Securities
         are listed, or any Successor Securities will be listed upon
         notification of issuance, on any national securities exchange or with
         another organization on which the Preferred Securities are then listed
         or quoted;

                  (iv)     such merger, consolidation, amalgamation or
         replacement does not cause the Preferred Securities (including any
         Successor Securities) to be downgraded by any nationally recognized
         statistical rating organization;

                                       24



                  (v)      such merger, consolidation, amalgamation or
         replacement does not adversely affect the rights, preferences and
         privileges of the Holders (including any Successor Securities) in any
         material respect (other than with respect to any dilution of such
         Holders' interests in the Successor Entity);

                  (vi)     such Successor Entity has a purpose identical to that
         of the Trust;

                  (vii)    prior to such merger, consolidation, amalgamation or
         replacement, the Trust has received an opinion of a nationally
         recognized independent counsel to the Trust experienced in such
         matters to the effect that:

                           (A)      such merger, consolidation, amalgamation or
                  replacement does not adversely affect the rights, preferences
                  and privileges of the Holders (including any Successor
                  Securities) in any material respect (other than with respect
                  to any dilution of the Holders' interest in the Successor
                  Entity);

                           (B)      following such merger, consolidation,
                  amalgamation or replacement, neither the Trust nor the
                  Successor Entity will be required to register as an
                  Investment Company; and

                           (C)      following such merger, consolidation,
                  amalgamation or replacement, the Trust (or the Successor
                  Entity) will be treated as a grantor trust for United States
                  federal income tax purposes; and

                  (viii)   the Sponsor and the Debenture Guarantor guarantee the
         obligations of such Successor Entity under the Successor Securities at
         least to the extent provided by the Preferred Securities Guarantee and
         the Common Securities Guarantee.

         (c)      Notwithstanding Section 3.15(b), the Trust shall not, except
with the consent of Holders of 100% in liquidation amount of the Securities,
consolidate, amalgamate, merge with or into, or be replaced by any other entity
or permit any other entity to consolidate, amalgamate, merge with or into, or
replace it, if such consolidation, amalgamation, merger or replacement would
cause the Trust or Successor Entity to be classified as other than a grantor
trust for United States federal income tax purposes.

                                  ARTICLE IV
                                    SPONSOR

         SECTION 4.1 Sponsor's Purchase of Common Securities.

         On the Closing Date the Sponsor will purchase all of the Common
Securities issued by the Trust, in an amount at least equal to 3% of the total
capital of the Trust, at the same time as the Preferred Securities are issued
pursuant to the Underwriting Agreement.

         SECTION 4.2 Responsibilities of the Sponsor.

         In connection with the issue and sale of the Preferred Securities, the
Sponsor shall have the exclusive right and responsibility to engage in the
following activities:

                                       25



         (a)      to prepare for filing by the Trust with the Commission one or
more registration statements on Form S-3 in relation to the Preferred
Securities, including any amendments thereto;

         (b)      to determine the states in which to take appropriate action
to qualify or register for sale all or part of the Preferred Securities and to
do any and all such acts, other than actions which must be taken by the Trust,
and advise the Trust of actions it must take, and prepare for execution and
filing any documents to be executed and filed by the Trust, as the Sponsor
deems necessary or advisable in order to comply with the applicable laws of any
such states;

         (c)      if so determined by the Sponsor, to prepare for filing by the
Trust an application to the NYSE or any other national stock exchange or The
Nasdaq National Market for listing or quotation upon notice of issuance of the
Preferred Securities;

         (d)      if so determined by the Sponsor, to prepare for filing by the
Trust with the Commission a registration statement on Form 8-A relating to the
registration of the Preferred Securities under Section 12(b) or 12(g) of the
Exchange Act, including any amendments thereto; and

         (e)      to negotiate the terms of and execute and deliver the
Underwriting Agreement providing for the issuance of the Preferred Securities.

         SECTION 4.3 Right to Proceed.

         The Sponsor acknowledges the rights of the Holders to institute a
Direct Action as set forth in Section 3.8(e) hereto.

         SECTION 4.4 Expenses.

         In connection with the offering, sale and issuance of the Debentures
to the Trust and in connection with the sale of the Securities by the Trust,
the Debenture Issuer, in its capacity as borrower with respect to the
Debentures, shall:

         (a)      pay all costs and expenses relating to the offering, sale and
issuance of the Debentures, including commissions to the underwriters payable
pursuant to the Underwriting Agreement and compensation, reimbursement and
indemnification of the Debt Trustee under the Indenture in accordance with the
provisions of Section 6.06 of the Indenture;

         (b)      be responsible for and shall pay all debts and obligations
(other than with respect to the Securities) and all costs and expenses of the
Trust (including, but not limited to, costs and expenses relating to the
organization, maintenance and dissolution of the Trust, the offering, sale and
issuance of the Securities (including commissions to the underwriters in
connection therewith), the fees and expenses (including reasonable counsel fees
and expenses) of the Institutional Trustee, the Delaware Trustee and the
Regular Trustees (including any amounts payable under Article X of this
Declaration), the costs and expenses relating to the operation of the Trust,
including without limitation, costs and expenses of accountants, attorneys,
statistical or bookkeeping services, expenses for printing and engraving and
computing or accounting equipment, paying agent(s), registrar(s), transfer
agent(s), duplicating, travel and telephone and

                                       26



other telecommunications expenses and costs and expenses incurred in connection
with the acquisition, financing and disposition of Trust assets and the
enforcement by the Institutional Trustee of the rights of the Holders of the
Preferred Securities);

         (c)      be primarily liable for any indemnification obligations
arising with respect to this Declaration; and

         (d)      pay any and all taxes (other than United States withholding
taxes attributable to the Trust or its assets) and all liabilities, costs and
expenses with respect to such taxes of the Trust.

         The Debenture Issuer's obligations under this Section 4.4 shall be for
the benefit of, and shall be enforceable by, any Person to whom such debts,
obligations, costs, expenses and taxes are owed (a "Creditor") whether or not
such Creditor has received notice hereof. Any such Creditor may enforce the
Debenture Issuer's obligations under this Section 4.4 directly against the
Debenture Issuer and the Debenture Issuer irrevocably waives any right of
remedy to require that any such Creditor take any action against the Trust or
any other Person before proceeding against the Debenture Issuer. The Debenture
Issuer agrees to execute such additional agreements as may be necessary or
desirable in order to give full effect to the provisions of this Section 4.4.

         SECTION 4.5 Guarantee of Payment of Expenses.

         The Debenture Guarantor hereby fully and unconditionally guarantees,
in the form of a guarantee of payment and not of collection, the due and
punctual payment of all amounts that become due and payable by the Debenture
Issuer to any Person pursuant to Section 4.4

                                   ARTICLE V
                                   TRUSTEES

         SECTION 5.1 Number of Trustees.

         (a)      The number of Trustees initially shall be five. At any time
before the issuance of any Securities, the Sponsor may, by written instrument,
increase or decrease the number of Trustees. After the issuance of any
Securities, the number of Trustees may be increased or decreased by vote of the
Holders of a majority in liquidation amount of the Common Securities voting as
a class at a meeting of the Holders of the Common Securities; provided,
however, that, the number of Trustees shall in no event be less than two; and
provided further that (i) one Trustee, in the case of a natural person, shall
be a person who is a resident of the State of Delaware or that, if not a
natural person, is an entity which has its principal place of business in the
State of Delaware (the "Delaware Trustee"); (ii) there shall be at least one
Trustee who is an employee or officer of, or is affiliated with the Sponsor
(a "Regular Trustee"); and (iii) one Trustee shall be the Institutional Trustee
for so long as this Declaration is required to qualify as an indenture under
the Trust Indenture Act, and such Trustee may also serve as Delaware Trustee if
it meets the applicable requirements.

         (b)      Any action taken by Holders of Common Securities pursuant to
this Article V shall be taken at a meeting of Holders of Common Securities
convened for such purpose or by written consent of such Holders.

                                       27



         (c)      Except as otherwise provided herein, no amendment may be made
to this Section 5.1 which would change any rights with respect to the number,
existence or appointment and removal of Trustees, except with the consent of
each Holder of Common Securities.

         SECTION 5.2 Delaware Trustee.

         If required by the Statutory Trust Act, one Trustee (the "Delaware
Trustee") shall be:

         (a)      a natural person who is a resident of the State of Delaware;
or

         (b)      if not a natural person, an entity which has its principal
place of business in the State of Delaware, and otherwise meets the
requirements of applicable law, provided that, if the Institutional Trustee has
its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable law, then the Institutional Trustee shall also
be the Delaware Trustee and Section 3.11 shall have no application.

         The initial Delaware Trustee shall be The Bank of New York (Delaware),
an affiliate of the Institutional Trustee, until removed or replaced in
accordance with Section 5.6.

         SECTION 5.3 Institutional Trustee; Eligibility.

         (a)      There shall at all times be one Trustee which shall act as
Institutional Trustee which shall:

                  (i)      not be an Affiliate of the Sponsor or the Debenture
         Guarantor; and

                  (ii)     be a corporation organized and doing business under
         the laws of the United States of America or any State or Territory
         thereof or of the District of Columbia, or a corporation or Person
         permitted by the Commission to act as an institutional trustee under
         the Trust Indenture Act, authorized under such laws to exercise
         corporate trust powers, having a combined capital and surplus of at
         least $50,000,000 (US), and subject to supervision or examination by
         federal, State, Territorial or District of Columbia authority. If
         such corporation publishes reports of condition at least annually,
         pursuant to law or to the requirements of the supervising or examining
         authority referred to above, then for the purposes of this
         Section 5.3(a)(ii), the combined capital and surplus of such
         corporation shall be deemed to be its combined capital and surplus as
         set forth in its most recent report of condition so published.

         (b)      If at any time the Institutional Trustee shall cease to be
eligible to so act under Section 5.3(a), the Institutional Trustee shall
immediately resign in the manner and with the effect set forth in
Section 5.6(c).

         (c)      If the Institutional Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act or becomes a creditor of the Sponsor or the Debenture Guarantor
during the time periods specified in Section 311 of the Trust Indenture Act,
the Institutional Trustee and the Holder of the Common Securities (as if it
were the obligor referred to in Section 310(b) of the Trust Indenture Act)
shall in all respects comply with the provisions of Sections 310(b) and 311 of
the Trust Indenture Act, as applicable.

                                       28



         (d)      The Preferred Securities Guarantee shall be deemed to be
specifically described in this Declaration for the purposes of clause (i) of
the first proviso contained in Section 310(b) of the Trust Indenture Act.

         (e)      The initial Institutional Trustee shall be The Bank of New
York until removed or replaced in accordance with Section 5.6.

         SECTION 5.4 Certain Qualifications of the Regular Trustees and the
Delaware Trustee Generally.

         Each Regular Trustee and the Delaware Trustee (unless the
Institutional Trustee also acts as Delaware Trustee) shall be either a natural
person who is at least 21 years of age or a legal entity that shall act through
one or more Authorized Officers.

         SECTION 5.5 Regular Trustees.

         The initial Regular Trustees shall be Sandor E. Samuels, Thomas K.
McLaughlin and Jennifer Sandefur.

         (a)      Except as expressly set forth in this Declaration and except
if a meeting of the Regular Trustees is called with respect to any matter over
which the Regular Trustees have power to act, any power of the Regular Trustees
may be exercised by, or with the consent of, any one such Regular Trustee.

         (b)      Unless otherwise determined by the Regular Trustees, and
except as otherwise required by the Statutory Trust Act or applicable law, any
one of the Regular Trustees is authorized to execute on behalf of the Trust any
documents which the Regular Trustees have the power and authority to execute
pursuant to Section 3.6.

         (c)      A Regular Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purposes of signing any documents which the Regular Trustees
have power and authority to cause the Trust to execute pursuant to Section 3.6.

         SECTION 5.6 Appointment, Removal and Resignation of Trustees.

         (a)      Subject to Section 5.6(b), Trustees may be appointed or
removed without cause at any time:

                  (i)      until the issuance of any Securities, by written
         instrument executed by the Sponsor;

                  (ii)    unless an Event of Default shall have occurred and be
         continuing after the issuance of any Securities, by vote of the
         Holders of a Majority in liquidation amount of the Common Securities
         voting as a class at a meeting of the Holders of the Common
         Securities; and

                                       29



                  (iii)    if an Event of Default shall have occurred and be
         continuing, with respect to:

                           (A)      the Regular Trustees, by the vote of the
                  Holders of a Majority in liquidation amount of the Common
                  Securities voting as a class at a meeting of the Holders of
                  the Common Securities; and

                           (B)      the Institutional Trustee and the Delaware
                  Trustee, by the vote of the Holders of a Majority in
                  liquidation amount of the Preferred Securities voting as a
                  class at a meeting of the Holders of the Preferred
                  Securities.

         (b)      The Trustee that acts as

                  (i)      Institutional Trustee shall not be removed in
         accordance with Section 5.6(a) until a successor Institutional Trustee
         possessing the qualifications to act as Institutional Trustee under
         Section 5.3(a) (a "Successor Institutional Trustee") has been
         appointed and has accepted such appointment by written instrument
         executed by such Successor Institutional Trustee and delivered to the
         Regular Trustees, the Sponsor and the Institutional Trustee being
         removed; and

                  (ii)     Delaware Trustee shall not be removed in accordance
         with Section 5.6(a) until a successor Trustee possessing the
         qualifications to act as Delaware Trustee under Sections 5.2 and 5.4
         (a "Successor Delaware Trustee") has been appointed and has accepted
         such appointment by written instrument executed by such Successor
         Delaware Trustee and delivered to the Regular Trustees, the Sponsor
         and the Delaware Trustee being removed.

         (c)      A Trustee appointed to office shall hold office until its
successor shall have been appointed or until its death, dissolution,
termination, removal or resignation. Any Trustee may resign from office
(without need for prior or subsequent accounting) by an instrument (a
"Resignation Request") in writing signed by the Trustee and delivered to the
Sponsor and the Trust, which resignation shall take effect upon such delivery
or upon such later date as is specified therein; provided, however, that:

                  (i)      no such resignation of the Trustee that acts as the
         Institutional Trustee shall be effective:

                          (A)       until a Successor Institutional Trustee has
                  been appointed and has accepted such appointment by
                  instrument executed by such Successor Institutional Trustee
                  and delivered to the Trust, the Sponsor and the resigning
                  Institutional Trustee; or

                          (B)       until the assets of the Trust have been
                  completely liquidated and the proceeds thereof distributed to
                  the Holders; and

                  (ii)     no such resignation of the Trustee that acts as the
         Delaware Trustee shall be effective until a Successor Delaware Trustee
         has been appointed and has accepted

                                       30



         such appointment by instrument executed by such Successor Delaware
         Trustee and delivered to the Trust, the Sponsor and the resigning
         Delaware Trustee.

         (d)      The Holders of the Common Securities shall use their best
efforts to promptly appoint a Successor Institutional Trustee or Successor
Delaware Trustee as the case may be if the Institutional Trustee or the
Delaware Trustee delivers a Resignation Request in accordance with this
Section 5.6.

         (e)      If no Successor Institutional Trustee or Successor Delaware
Trustee shall have been appointed and accepted appointment as provided in this
Section 5.6 within 60 days after delivery of a notice of removal or a
Resignation Request, the Institutional Trustee or Delaware Trustee resigning or
being removed, as applicable, may petition, at the expense of the Sponsor, any
court of competent jurisdiction for appointment of a Successor Institutional
Trustee or Successor Delaware Trustee. Such court may thereupon, after
prescribing such notice, if any, as it may deem proper and prescribe, appoint a
Successor Institutional Trustee or Successor Delaware Trustee, as the case may
be.

         (f)      No Institutional Trustee or Delaware Trustee shall be liable
for the acts or omissions to act of any Successor Institutional Trustee or
Successor Delaware Trustee, as the case may be.

         SECTION 5.7 Vacancies among Trustees.

         If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 5.1, or if the number of Trustees
is increased pursuant to Section 5.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Regular Trustees or, if there
are more than two, a majority of the Regular Trustees, shall be conclusive
evidence of the existence of such vacancy. The vacancy shall be filled with a
Trustee appointed in accordance with Section 5.6.

         SECTION 5.8 Effect of Vacancies.

         The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee
shall not operate to annul, dissolve or terminate the Trust. Whenever a
vacancy in the number of Regular Trustees shall occur, until such vacancy is
filled by the appointment of a Regular Trustee in accordance with Section 5.6,
the Regular Trustees in office, regardless of their number, shall have all the
powers granted to the Regular Trustees and shall discharge all the duties
imposed upon the Regular Trustees by this Declaration.

         SECTION 5.9 Meetings.

         If there is more than one Regular Trustee, meetings of the Regular
Trustees shall be held from time to time upon the call of any Regular Trustee.
Regular meetings of the Regular Trustees may be held at a time and place fixed
by resolution of the Regular Trustees. Notice of any in-person meetings of the
Regular Trustees shall be hand delivered or otherwise delivered in writing
(including by facsimile, with a hard copy by overnight courier) to each Regular
Trustee not less than 48 hours before such meeting. Notice of any telephonic
meetings of the Regular

                                       31



Trustees or any committee thereof shall be hand delivered or otherwise delivered
in writing (including by facsimile, with a hard copy by overnight courier) to
each Regular Trustee not less than 24 hours before a meeting. Notices shall
contain a brief statement of the time, place and anticipated purposes of the
meeting. The presence (whether in person or by telephone) of a Regular Trustee
at a meeting shall constitute a waiver of notice of such meeting except where a
Regular Trustee attends a meeting for the express purpose of objecting to the
transaction of any activity on the ground that the meeting has not been lawfully
called or convened. Unless provided otherwise in this Declaration, any action of
the Regular Trustees may be taken at a meeting by vote of a majority of the
Regular Trustees present (whether in person or by telephone) and eligible to
vote with respect to such matter, provided that a Quorum is present, or without
a meeting by the unanimous written consent of the Regular Trustees. In the event
there is only one Regular Trustee, any and all action of such Regular Trustee
shall be evidenced by a written consent of such Regular Trustee.

         SECTION 5.10 Delegation of Power.

         The Regular Trustees shall have power to delegate from time to time to
such of their number or to officers of the Trust the doing of such things and
the execution of such instruments either in the name of the Trust or the names
of the Regular Trustees or otherwise as the Regular Trustees may deem
expedient, to the extent such delegation is not prohibited by applicable law or
contrary to the provisions of the Trust, as set forth herein.

         SECTION 5.11 Merger, Conversion, Consolidation or Succession to
Business.

         Any Person into which the Institutional Trustee or the Delaware
Trustee, as the case may be, may be merged or converted or with which either
may be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Institutional Trustee or the Delaware Trustee, as
the case may be, shall be a party, or any Person succeeding to all or
substantially all the corporate trust business of the Institutional Trustee or
the Delaware Trustee, as the case may be, shall be the successor of the
Institutional Trustee or the Delaware Trustee, as the case may be, hereunder,
provided such Person shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto.

                                  ARTICLE VI
                                 DISTRIBUTIONS

         SECTION 6.1 Distributions.

         Holders shall receive Distributions in accordance with the applicable
terms of the relevant Holder's Securities as set forth in Annex I. If and to
the extent that the Debenture Issuer (or the Debenture Guarantor on its behalf)
makes a payment of interest (including Compound Interest and Additional
Interest), premium and/or principal on the Debentures held by the Institutional
Trustee (the amount of any such payment being a "Payment Amount"), the
Institutional Trustee shall and is directed, to the extent funds are available
for that purpose, to make a distribution (a "Distribution") of the Payment
Amount to Holders.

                                       32



                                  ARTICLE VII
                            ISSUANCE OF SECURITIES

         SECTION 7.1 General Provisions Regarding Securities.

         (a)      The Regular Trustees shall on behalf of the Trust issue one
class of preferred securities (the "Preferred Securities"), representing
undivided beneficial interests in the assets of the Trust having such terms as
are set forth in Annex I (which terms are incorporated by reference in, and
made a part of, this Declaration as if specifically set forth herein) and one
class of common securities (the "Common Securities"), representing undivided
beneficial interests in the assets of the Trust having such terms as are set
forth in Annex I (which terms are incorporated by reference in, and made a part
of, this Declaration as if specifically set forth herein). The Trust shall
issue no securities or other interests in the assets of the Trust other than
the Preferred Securities and the Common Securities.

         (b)      The Certificates shall be signed on behalf of the Trust by
any Regular Trustee. Such signature shall be the manual or facsimile signature
of any present or any future Regular Trustees. Typographical and other minor
errors or defects in any such reproduction of any such signature shall not
affect the validity of any Security. In case any Regular Trustee of the Trust
who shall have signed any of the Securities shall cease to be such Regular
Trustee before the Certificates so signed shall be delivered by the Trust, such
Certificates nevertheless may be delivered as though the person who signed such
Certificates had not ceased to be such Regular Trustee; and any Certificate may
be signed on behalf of the Trust by such persons who, at the actual date of
execution of such Security, shall be the Regular Trustees of the Trust,
although at the date of the execution and delivery of the Declaration any such
person was not such a Regular Trustee. Certificates shall be printed,
lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Regular Trustees, as evidenced by their execution
thereof, and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements as the Regular Trustees may deem
appropriate, or as may be required to comply with any law or with any rule or
regulation of any stock exchange on which Securities may be listed, or to
conform to usage. Pending the preparation of definitive Preferred Securities,
the Regular Trustees on behalf of the Trust may execute and, upon written order
of any Regular Trustee, the Institutional Trustee shall authenticate, temporary
Preferred Securities (printed, lithographed or typewritten), substantially in
the form of the definitive Preferred Securities in lieu of which they are
issued, but with such omissions, insertions and variations as may be
appropriate for temporary Preferred Securities all as may be determined by the
Regular Trustees on behalf of the Trust upon the same conditions and in
substantially the same manner, and with like effect, as definitive Preferred
Securities. Without unnecessary delay, the Regular Trustees on behalf of the
Trust will execute and furnish and, upon written order of any Regular Trustee,
the Institutional Trustee shall authenticate, definitive Preferred Securities
and thereupon any or all temporary Preferred Securities may be surrendered to
the transfer agent and registrar in exchange therefor (without charge to the
Holders).

         (c)      At the time of the delivery of the Preferred Securities, the
Regular Trustees shall cause Certificates to be authenticated by the
Institutional Trustee on behalf of the Trust and delivered to or upon the
written order of the Trust, signed by any Regular Trustee without further
corporate action by the Sponsor, in authorized denominations as directed by the
Regular

                                       33



Trustees. A Preferred Security shall not be valid until authenticated by the
manual signature of an authorized officer of the Institutional Trustee. The
signature shall be conclusive evidence that the Preferred Security has been
authenticated under this Declaration.

         Each Preferred Security shall be dated the date of its authentication.

         The Institutional Trustee may appoint an authenticating agent
acceptable to the Trust to authenticate Preferred Securities. An
authenticating agent may authenticate Preferred Securities whenever the
Institutional Trustee may do so. Each reference in this Declaration to
authentication by the Institutional Trustee includes authentication by such
agent. An authenticating agent has the same rights as the Institutional
Trustee to deal with the Sponsor, the Debenture Guarantor or an Affiliate of
either of them, and may itself be an Affiliate of the Trust or a Related Party
of the Sponsor or the Debenture Guarantor.

         (d)      The consideration received by the Trust for the issuance of
the Securities shall constitute a contribution to the capital of the Trust and
shall not constitute a loan to the Trust.

         (e)      Upon issuance of the Securities as provided in this
Declaration, the Securities so issued shall be deemed to be validly issued,
fully paid and nonassessable.

         (f)      Every Person, by virtue of having become a Holder or a
Preferred Security Beneficial Owner in accordance with the terms of this
Declaration, shall be deemed to have expressly assented and agreed to the terms
of, and shall be bound by, this Declaration.

         SECTION 7.2 Paying Agent.

         In the event that the Preferred Securities are not in book-entry only
form, the Trust shall maintain in the Borough of Manhattan, The City of New
York, State of New York, an office or agency where the Preferred Securities may
be presented for payment. The Trust may appoint the Paying Agent and may
appoint one or more additional paying agents in such other locations as it
shall determine. The term "Paying Agent" includes any additional paying agent.
The Trust may change any Paying Agent without prior notice to any Holder. The
Trust shall notify the Institutional Trustee of the name and address of any
Paying Agent not a party to this Declaration. If the Trust fails to appoint or
maintain another entity as Paying Agent, the Institutional Trustee shall act as
such. The Trust or any of its Affiliates may act as Paying Agent. The
Institutional Trustee shall initially act as Paying Agent for the Preferred
Securities and the Common Securities and, in the event that the Preferred
Securities are not in book-entry only form, the Institutional Trustee will act
as the Paying Agent and may appoint one or more additional paying agents in
such other locations as it shall determine. Any successor Paying Agent or any
additional Paying Agent shall execute and deliver to the Trustees an instrument
in which such successor Paying Agent or additional Paying Agent shall agree
with the Trustees that as Paying Agent, such successor Paying Agent or
additional Paying Agent will hold all sums, if any, held by it for payment to
the Holders in trust for the benefit of the Holders entitled thereto until such
sums shall be paid to such Holders, will give the Institutional Trustee notice
of any default by the Trust (or any other obligor on the Securities) in the
making of any payment on the Securities and will, at any time during the
continuance of any such default, upon the written request of the Institutional
Trustee, forthwith pay to the Institutional Trustee all sums so held in trust
by such

                                       34



Paying Agent. The Paying Agent shall return all unclaimed funds to the
Institutional Trustee and upon removal of a Paying Agent such Paying Agent
shall also return all funds in its possession to the Institutional Trustee.
Any reference in this Declaration to the Paying Agent shall include any co-
paying agent unless the context requires otherwise.

                                 ARTICLE VIII
                             DISSOLUTION OF TRUST

         SECTION 8.1 Dissolution of Trust.

         (a)      The Trust shall dissolve:

                  (i)      on the expiration of the term of the Trust set forth
         in Section 3.14;

                  (ii)     upon the insolvency or bankruptcy of the Sponsor, the
         Debenture Guarantor or the Trust;

                  (iii)    upon the filing of a certificate of dissolution or
         its equivalent with respect to the Sponsor or the Debenture Guarantor;

                  (iv)     after having obtained the consent of the Holders of
         at least a Majority in liquidation amount of the Securities voting
         together as a single class to dissolve the Trust;

                  (v)      upon the revocation of the Sponsor's or Debenture
         Guarantor's charter and the expiration of 90 days after the date of
         revocation without a reinstatement thereof;

                  (vi)     upon the entry of a decree of judicial dissolution of
         the Sponsor, the Debenture Guarantor or the Trust;

                  (vii)    when all of the Securities shall have been called for
         redemption and the amounts necessary for redemption thereof, including
         any Additional Interest or Compound Interest, shall have been paid to
         the Holders in accordance with the terms of the Securities; or

                  (viii)   subject to Section 8.1(b), upon the distribution of
         all of the Debentures to the Holders in exchange for all of the
         Securities in accordance with the terms of the Securities.

         (b)      Notwithstanding the foregoing, the Trust shall not be
dissolved pursuant to Section 8.1(a)(viii) unless the Debenture Issuer has
provided the Trustees with an opinion of a nationally-recognized tax counsel
experienced in such matters to the effect that, the distribution of the
Debentures will not be a taxable event to the Holders for United States federal
income tax purposes.

         (c)      As soon as is practicable after the occurrence of an event
referred to in Section 8.1(a), after satisfaction of liabilities to creditors
of the Trust, if any, the Regular Trustees shall file a certificate of
cancellation with the Secretary of State of the State of Delaware.

                                       35



         (d)      The provisions of Section 3.9 and Article X shall survive the
dissolution and termination of the Trust.

                                  ARTICLE IX
                             TRANSFER OF INTERESTS

         SECTION 9.1 Transfer of Securities.

         (a)      Securities may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Declaration and in
the terms of the Securities. Any transfer or purported transfer of any
Security not made in accordance with this Declaration shall, to the fullest
extent permitted by law, be null and void.

         (b)      Subject to this Article IX, Preferred Securities shall be
freely transferable.

         (c)      The Sponsor may not transfer the Common Securities, provided,
however, the Sponsor may transfer Common Securities (i) in connection with a
consolidation or merger of the Sponsor into another Person or any conveyance,
transfer or lease by the Sponsor of its properties and assets substantially as
an entirety to any Person, pursuant to Article X of the Indenture or (ii) to an
Affiliate of the Sponsor in compliance with applicable law. The Regular
Trustee shall cause each Common Security Certificate to contain a legend
stating "THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION
9.1 OF THE DECLARATION OF TRUST".

         SECTION 9.2 Transfer of Certificates.

         (a)      The Regular Trustees shall provide (or direct the
Institutional Trustee to provide) for the registration of Certificates and of
transfers of Certificates, which will be effected without charge but only upon
payment (with such indemnity as the Regular Trustees may require) in respect of
any tax or other government charges that may be imposed in relation to it.
Upon surrender for registration of transfer of any Certificate, the Regular
Trustees shall cause (or direct the Institutional Trustee to cause) one or more
new Certificates to be issued and authenticated by the Institutional Trustee or
authentication agent in the name of the designated transferee or transferees.
Every Certificate surrendered for registration of transfer shall be accompanied
by a written instrument of transfer in form satisfactory to the Regular
Trustees duly executed by the Holder or such Holder's attorney duly authorized
in writing. Each Certificate surrendered for registration of transfer shall be
canceled by the Regular Trustees (or, at the direction of the Regular Trustees,
the Institutional Trustee). A transferee of a Certificate shall be entitled to
the rights and subject to the obligations of a Holder hereunder upon the
receipt by such transferee of a Certificate. By acceptance of a Certificate,
each transferee shall be deemed to have agreed to be bound by this Declaration.

         (b)      Upon receipt by the Regular Trustees of a Definitive
Preferred Security Certificate, duly endorsed or accompanied by appropriate
instruments of transfer, in form satisfactory to the Regular Trustees,
requesting transfer of such Definitive Preferred Security Certificate for a
beneficial interest in a Global Certificate, the Regular Trustees shall cancel
such Definitive Preferred Security Certificate and cause, or direct the
Depository Institution to cause, the aggregate number of Preferred Securities
represented by the appropriate Global Certificate to

                                       36



be increased accordingly. If no Global Certificates are then outstanding, the
Trust shall issue and the Institutional Trustee shall authenticate and deliver,
upon written order of any Regular Trustee, an appropriate number of Preferred
Securities in global form.

         (c)      Upon receipt by the Regular Trustees from the Depository
Institution or its nominee on behalf of any Person having a beneficial interest
in a Global Certificate of written instructions or such other form of
instructions as is customary for the Depository Institution or the Person
designated by the Depository Institution, requesting transfer of a beneficial
interest in a Global Certificate for a Definitive Preferred Security
Certificate, then the Regular Trustees (or, at the direction of the Regular
Trustees, the Institutional Trustee) or the securities custodian, at the
direction of the Institutional Trustee, will cause, in accordance with the
standing instructions and procedures existing between the Depository
Institution and the securities custodian, the aggregate principal amount of the
Global Certificate to be reduced on its books and records and, following such
reduction, the Trust will execute and the Institutional Trustee will
authenticate and deliver to the transferee a Definitive Preferred Security
Certificate.

         Definitive Preferred Security Certificates issued in exchange for a
beneficial interest in a Global Certificate shall be registered in such names
and in such authorized denominations as the Depository Institution, pursuant to
instructions from its Depository Institution Participants or indirect
participants or otherwise, shall instruct the Institutional Trustee. The Trust
shall issue and the Institutional Trustee shall authenticate and deliver such
Preferred Securities to the persons in whose names such Preferred Securities
are so registered in accordance with the instructions of the Depository
Institution.

         (d)      Notwithstanding any other provisions of this Declaration, a
Global Certificate may not be transferred as a whole except by the Depository
Institution to a nominee of the Depository Institution or another nominee of
the Depository Institution or by the Depository Institution or any such nominee
to a successor Depository Institution or a nominee of such successor Depository
Institution.

         (e)      The Regular Trustees may appoint a transfer agent and
registrar ("Transfer Agent") acceptable to the Trust to perform the functions
set forth in this Section 9.2. The Transfer Agent may perform such functions
whenever the Regular Trustees may do so. Each reference in this Declaration to
registration and transfer of Preferred Securities by the Regular Trustees
includes such activities by the Transfer Agent. The Transfer Agent has the
same rights as the Regular Trustees to deal with the Sponsor or an Affiliate.
The Regular Trustees hereby appoint the Institutional Trustee to initially act
as Transfer Agent for the Preferred Securities.

         SECTION 9.3 Deemed Security Holders.

         The Trustees may treat the Person in whose name any Certificate shall
be registered on the books and records of the Trust as the sole holder of such
Certificate and of the Securities represented by such Certificate for purposes
of receiving Distributions and for all other purposes whatsoever and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such Certificate or in the Securities represented by such
Certificate on the part of any Person, whether or not the Trust shall have
actual or other notice thereof.

                                       37



         SECTION 9.4 Book-Entry Interests.

         Unless otherwise specified in the terms of the Preferred Securities
set forth in Annex I, the Preferred Securities Certificates, on original
issuance, will be executed and issued by the Trust and authenticated by the
Institutional Trustee in the form of one or more, fully-registered, global
Preferred Security Certificates (each a "Global Certificate"), to be delivered
to DTC, the initial Depository Institution, by, or on behalf of, the Trust.
Such Global Certificates shall initially be registered on the books and records
of the Trust in the name of DTC or its nominee, and no Preferred Security
Beneficial Owner will receive a Definitive Preferred Security Certificate
representing such Preferred Security Beneficial Owner's interests in such
Global Certificates, except as provided in Section 9.7. Unless and until
definitive, fully registered Preferred Security Certificates (the "Definitive
Preferred Security Certificates") have been issued to the Preferred Security
Beneficial Owners pursuant to Section 9.7:

         (a)      the provisions of this Section 9.4 shall be in full force and
effect;

         (b)      the Trust and the Trustees shall be entitled to deal with the
Depository Institution, with respect to such Preferred Security Beneficial
Owners, for all purposes of this Declaration (including the payment of
Distributions on the Global Certificates and receiving approvals, votes or
consents hereunder) as the Holder of such Preferred Securities and the sole
holder of the Global Certificates and shall have no obligation to such
Preferred Security Beneficial Owners;

         (c)      to the extent that the provisions of this Section 9.4
conflict with any other provisions of this Declaration, the provisions of this
Section 9.4 shall control; and

         (d)      the rights of such Preferred Security Beneficial Owners shall
be exercised only through the Depository Institution and shall be limited to
those established by law and agreements between such Preferred Security
Beneficial Owners and the Depository Institution and/or the Depository
Institution Participants. The Depository Institution will make book-entry
transfers among the Depository Institution Participants and receive and
transmit payments of Distributions on the Global Certificates to such
Depository Institution Participants.

         Depository Institution Participants shall have no rights under this
Declaration with respect to any Global Certificate held on their behalf by the
Depository Institution or by the Institutional Trustee as the custodian of the
Depository Institution or under such Global Certificate, and the Depository
Institution may be treated by the Trust, the Institutional Trustee and any
agent of the Trust or the Institutional Trustee as the absolute owner of such
Global Certificate for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Trust, the Institutional Trustee or any agent
of the Trust or the Institutional Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Depository
Institution or impair, as between the Depository Institution and its Depository
Institution Participants, the operation of customary practices of such
Depository Institution governing the exercise of the rights of a holder of a
beneficial interest in any Global Certificate.

         At such time as all beneficial interests in a Global Certificate have
either been exchanged for Definitive Preferred Security Certificates to the
extent permitted by this Declaration or redeemed, repurchased or canceled in
accordance with the terms of this Declaration, such Global

                                       38



Certificate shall be returned to the Depository Institution for cancellation or
retained and canceled by the Institutional Trustee. At any time prior to such
cancellation, if any beneficial interest in a Global Certificate is exchanged
for Definitive Preferred Security Certificates, or if Definitive Preferred
Security Certificates are exchanged for a beneficial interest in a Global
Certificate, Preferred Securities represented by such Global Certificate shall
be reduced or increased and an adjustment shall be made on the books and records
of the Institutional Trustee (if it is then the securities custodian for such
Global Certificate) with respect to such Global Certificate, by the Regular
Trustees or the Institutional Trustee as securities custodian, to reflect such
reduction or increase.

         SECTION 9.5 Notices to Depository Institution.

         Whenever a notice or other communication to the Preferred Security
Holders is required under this Declaration, unless and until Definitive
Preferred Security Certificates shall have been issued to the Preferred
Security Beneficial Owners pursuant to Section 9.7, the Regular Trustees shall
give all such notices and communications specified herein to be given to the
Preferred Security Holders to the Depository Institution, and shall have no
notice obligations to the Preferred Security Beneficial Owners.

         SECTION 9.6 Appointment of Successor Depository Institution.

         If any Depository Institution elects to discontinue its services as
securities depositary with respect to the Preferred Securities, the Regular
Trustees may, in their sole discretion, appoint a successor Depository
Institution with respect to such Preferred Securities.

         SECTION 9.7 Definitive Preferred Security Certificates.

         If:

         (a)      a Depository Institution is unwilling or unable to continue
its services as securities depositary with respect to the Preferred Securities
and a successor Depository Institution is not appointed within 90 days after
such discontinuance pursuant to Section 9.6; or

         (b)      a Depository Institution ceases to be a clearing agency
registered under the Exchange Act; or

         (c)      An Event of Default has occurred and is continuing, or

         (d)      the Sponsor elects in its sole discretion to allow some or
all of the Preferred Securities to be exchangeable for Definitive Preferred
Securities in registered form,

         then, upon the request of any Preferred Securities Beneficial Owner,

                  (i)     Definitive Preferred Security Certificates shall be
         prepared by the Regular Trustees on behalf of the Trust with respect
         to such Preferred Securities; and

                  (ii)    upon surrender of the Global Certificates by the
         Depository Institution, accompanied by registration instructions, the
         Regular Trustees shall cause Definitive

                                       39



         Preferred Security Certificates to be delivered to Preferred Security
         Beneficial Owners in accordance with the instructions of the Depository
         Institution. Neither the Trustees nor the Trust shall be liable for any
         delay in delivery of such instructions and each of them may
         conclusively rely on and shall be protected in relying on, said
         instructions of the Depository Institution. The Definitive Preferred
         Security Certificates shall be printed, lithographed or engraved or may
         be produced in any other manner as is reasonably acceptable to the
         Regular Trustees, as evidenced by their execution thereof, and may have
         such letters, numbers or other marks of identification or designation
         and such legends or endorsements as the Regular Trustees may deem
         appropriate, or as may be required to comply with any law or with any
         rule or regulation made pursuant thereto or with any rule or regulation
         of any stock exchange on which Preferred Securities may be listed, or
         to conform to usage.

         SECTION 9.8 Mutilated, Destroyed, Lost or Stolen Certificates.

         If:

         (a)      any mutilated Certificates should be surrendered to the
Regular Trustees, or if the Regular Trustees shall receive evidence to their
satisfaction of the destruction, loss or theft of any Certificate; and

         (b)      there shall be delivered to the Regular Trustees, the
Institutional Trustee or any authenticating agent such security or indemnity as
may be required by them to keep each of them harmless,

then, in the absence of actual notice that such Certificate shall have been
acquired by a protected purchaser (within the meaning of Article 8 of the
Uniform Commercial Code), any Regular Trustee on behalf of the Trust shall
execute and deliver and, upon written order of any Regular Trustee, the
Institutional Trustee shall authenticate, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Certificate, a new Certificate of
like denomination. In connection with the issuance of any new Certificate
under this Section 9.8, the Regular Trustees may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith. Any duplicate Certificate issued pursuant to this
Section shall constitute conclusive evidence of an ownership interest in the
relevant Securities, as if originally issued, whether or not the lost, stolen
or destroyed Certificate shall be found at any time.

                                   ARTICLE X
     LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

         SECTION 10.1 Liability.

         (a)      Except as expressly set forth in this Declaration, the
Securities Guarantees and the terms of the Securities, the Sponsor shall not
be:

                                       40



                  (i)      personally liable for the return of any portion of
         the capital contributions (or any return thereon) of the Holders which
         shall be made solely from assets of the Trust; or

                  (ii)     required to pay to the Trust or to any Holder any
         deficit upon dissolution of the Trust or otherwise.

         (b)      The Debenture Issuer shall be liable for all of the debts and
obligations of the Trust (other than with respect to the Securities) to the
extent not satisfied out of the Trust's assets.

         (c)      Pursuant to Section 3803(a) of the Statutory Trust Act, the
Holders shall be entitled to the same limitation of personal liability extended
to stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware.

         SECTION 10.2 Exculpation.

         (a)      No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Trust or any Covered Person for any
loss, damage, expense or claim incurred by reason of any act or omission
performed or omitted by such Indemnified Person in good faith on behalf of the
Trust and in a manner such Indemnified Person reasonably believed to be within
the scope of the authority conferred on such Indemnified Person by this
Declaration or by law, except that an Indemnified Person shall be liable for
any such loss, damage, expense or claim incurred by reason of such Indemnified
Person's gross negligence (or, in the case of the Institutional Trustee,
negligence) or willful misconduct with respect to such acts or omissions.

         (b)      An Indemnified Person shall be fully protected in
conclusively relying in good faith upon the records of the Trust and upon such
information, opinions, reports or statements presented to the Trust by any
Person as to matters the Indemnified Person reasonably believes are within such
other Person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Trust, including information, opinions,
reports or statements as to the value and amount of the assets, liabilities,
profits, losses, or any other facts pertinent to the existence and amount of
assets from which Distributions to Holders might properly be paid.

         SECTION 10.3 Fiduciary Duty.

         (a)      To the extent that, at law or in equity, an Indemnified
Person has duties (including fiduciary duties) and liabilities relating thereto
to the Trust or to any other Covered Person, an Indemnified Person acting under
this Declaration shall not be liable to the Trust or to any other Covered
Person for its good faith reliance on the provisions of this Declaration. The
provisions of this Declaration, to the extent that they restrict the duties and
liabilities of an Indemnified Person otherwise existing at law or in equity
(other than the duties imposed on the Institutional Trustee under the Trust
Indenture Act), are agreed by the parties hereto to replace such other duties
and liabilities of such Indemnified Person.

         (b)      Unless otherwise expressly provided herein:

                                       41



                  (i)      whenever a conflict of interest exists or arises
         between an Indemnified Person and any Covered Persons; or

                  (ii)     whenever this Declaration or any other agreement
         contemplated herein or therein provides that an Indemnified Person
         shall act in a manner that is, or provides terms that are, fair and
         reasonable to the Trust or any Holder,

the Indemnified Person shall resolve such conflict of interest, take such
action or provide such terms, considering in each case the relative interest of
each party (including its own interest) to such conflict, agreement,
transaction or situation and the benefits and burdens relating to such
interests, any customary or accepted industry practices, and any applicable
generally accepted accounting practices or principles. In the absence of bad
faith by the Indemnified Person, the resolution, action or term so made, taken
or provided by the Indemnified Person shall not constitute a breach of this
Declaration or any other agreement contemplated herein or of any duty or
obligation of the Indemnified Person at law or in equity or otherwise.

         (c)      Whenever in this Declaration an Indemnified Person is
permitted or required to make a decision:

                  (i)      in its "discretion" or under a grant of similar
         authority, the Indemnified Person shall be entitled to consider such
         interests and factors as it desires, including its own interests, and
         shall have no duty or obligation to give any consideration to any
         interest of or factors affecting the Trust or any other Person; or

                  (ii)     in its "good faith" or under another express
         standard, the Indemnified Person shall act under such express standard
         and shall not be subject to any other or different standard imposed by
         this Declaration or by applicable law.

         SECTION 10.4 Indemnification.

         (a)      The Debenture Issuer shall indemnify, to the full extent
permitted by law, any Debenture Issuer Indemnified Person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Trust) by reason
of the fact that he is or was a Debenture Issuer Indemnified Person against
expenses (including reasonable attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding except that no Debenture Issuer Indemnified
Person will be indemnified for such Debenture Issuer Indemnified Person's own
gross negligence or willful misconduct. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the Debenture Issuer Indemnified Person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Trust, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that his conduct was unlawful.

                  (i)      The Debenture Issuer shall indemnify, to the full
         extent permitted by law, any Debenture Issuer Indemnified Person who
         was or is a party or is threatened to be made a party to any
         threatened, pending or completed action or suit by or in the right of

                                       42



         the Trust to procure a judgment in its favor by reason of the fact
         that he is or was a Debenture Issuer Indemnified Person against
         expenses (including reasonable attorneys' fees) actually and
         reasonably incurred by him in connection with the defense or
         settlement of such action or suit except that no Debenture Issuer
         Indemnified Person will be indemnified for such Debenture Issuer
         Indemnified Person's own gross negligence or willful misconduct and
         except that no such indemnification shall be made in respect of any
         claim, issue or matter as to which such Debenture Issuer Indemnified
         Person shall have been adjudged to be liable to the Trust unless and
         only to the extent that the Court of Chancery of Delaware or the court
         in which such action or suit was brought shall determine upon
         application that, despite the adjudication of liability but in view of
         all the circumstances of the case, such person is fairly and
         reasonably entitled to indemnity for such expenses which such Court of
         Chancery or such other court shall deem proper.

                  (ii)     To the extent that a Debenture Issuer Indemnified
         Person shall be successful on the merits or otherwise (including
         dismissal of an action without prejudice or the settlement of an
         action without admission of liability) in defense of any action, suit
         or proceeding referred to in paragraphs (i) and (ii) of this
         Section 10.4(a), or in defense of any claim, issue or matter therein,
         such Debenture Issuer Indemnified Person shall be indemnified, to the
         full extent permitted by law, against expenses (including reasonable
         attorneys' fees) actually and reasonably incurred by such Debenture
         Issuer Indemnified Person in connection therewith.

                  (iii)    Any indemnification under paragraphs (i) and (ii) of
         this Section 10.4(a) (unless ordered by a court) shall be made by the
         Debenture Issuer only as authorized in the specific case upon a
         determination that indemnification of the Debenture Issuer Indemnified
         Person is proper in the circumstances because he has met the
         applicable standard of conduct set forth in paragraphs (i) and (ii).
         Such determination shall be made (1) by the Regular Trustees by a
         majority vote of a quorum consisting of such Regular Trustees who were
         not parties to such action, suit or proceeding, (2) if such a quorum
         is not obtainable, or, even if obtainable, if a quorum of
         disinterested Regular Trustees so directs, by independent legal
         counsel in a written opinion or (3) by the Common Security Holder of
         the Trust.

                  (iv)     Expenses (including reasonable attorneys' fees)
         incurred by a Debenture Issuer Indemnified Person in defending a
         civil, criminal, administrative or investigative action, suit or
         proceeding referred to in paragraphs (i) and (ii) of this
         Section 10.4(a) shall be paid by the Debenture Issuer in advance of
         the final disposition of such action, suit or proceeding upon receipt
         of an undertaking by or on behalf of such Debenture Issuer Indemnified
         Person to repay such amount if it shall ultimately be determined that
         he is not entitled to be indemnified by the Debenture Issuer as
         authorized in this Section 10.4(a). Notwithstanding the foregoing, no
         advance shall be made by the Debenture Issuer if a determination is
         reasonably and promptly made (i) by the Regular Trustees by a majority
         vote of a quorum of disinterested Regular Trustees, (ii) if such a
         quorum is not obtainable, or, even if obtainable, if a quorum of
         disinterested Regular Trustees so directs, by independent legal
         counsel in a written opinion or (iii) by the Sponsor, that, based upon
         the facts known to the Regular Trustees, counsel or the Sponsor, as
         the case may be, at the time such determination is made, such
         Debenture

                                       43



         Issuer Indemnified Person's actions constituted gross negligence or
         willful misconduct. In no event shall any advance be made in instances
         where the Regular Trustees, independent legal counsel or the Sponsor
         reasonably determine that such person deliberately breached his duty to
         the Trust or its Holders.

                  (v)      The indemnification and advancement of expenses
         provided by, or granted pursuant to, the other paragraphs of this
         Section 10.4(a) shall not be deemed exclusive of any other rights to
         which those seeking indemnification and advancement of expenses may be
         entitled under any agreement, vote of stockholders or disinterested
         directors of the Sponsor or Preferred Security Holders or otherwise,
         both as to action in his official capacity and as to action in another
         capacity while holding such office. All rights to indemnification
         under this Section 10.4(a) shall be deemed to be provided by a
         contract between the Debenture Issuer and each Debenture Issuer
         Indemnified Person who serves in such capacity at any time while this
         Section 10.4(a) is in effect. Any repeal or modification of this
         Section 10.4(a) shall not affect any rights or obligations then
         existing.

                  (vi)     The Debenture Issuer or the Trust may purchase and
         maintain insurance on behalf of any person who is or was a Debenture
         Issuer Indemnified Person against any liability asserted against him
         and incurred by him in any such capacity, or arising out of his status
         as such, whether or not the Debenture Issuer would have the power to
         indemnify him against such liability under the provisions of this
         Section 10.4(a).

                  (vii)    For purposes of this Section 10.4(a), references to
         "the Trust" shall include, in addition to the resulting or surviving
         entity, any constituent entity (including any constituent of a
         constituent) absorbed in a consolidation or merger, so that any Person
         who is or was a director, trustee, officer or employee of such
         constituent entity, or is or was serving at the request of such
         constituent entity as a director, trustee, officer, employee or agent
         of another entity, shall stand in the same position under the
         provisions of this Section 10.4(a) with respect to the resulting or
         surviving entity as he would have with respect to such constituent
         entity if its separate existence had continued.

                  (viii)   The indemnification and advancement of expenses
         provided by, or granted pursuant to, this Section 10.4(a) shall,
         unless otherwise provided when authorized or ratified, continue as to
         a Person who has ceased to be a Debenture Issuer Indemnified Person
         and shall inure to the benefit of the heirs, executors and
         administrators of such a Person.

         (b)      The Debenture Issuer agrees to indemnify (i) the
Institutional Trustee, (ii) the Delaware Trustee, (iii) any Affiliate of the
Institutional Trustee and the Delaware Trustee and (iv) any officers,
directors, shareholders, members, partners, employees, representatives,
custodians, nominees or agents of the Institutional Trustee and the Delaware
Trustee (each of the Persons in (i) through (iv) being referred to as a
"Fiduciary Indemnified Person") for, and to hold each Fiduciary Indemnified
Person harmless against, any and all loss, liability, damage, claim or expense
(including taxes) incurred without gross negligence (or, in the case of the
Institutional Trustee, negligence) or willful misconduct on its part, arising
out of or in connection with the acceptance or administration of the trust or
trusts hereunder, including the costs and expenses

                                       44



(including reasonable legal fees and expenses) of defending itself against or
investigating any claim (regardless of who has asserted such claim) or liability
in connection with the exercise or performance of any of its powers or duties
hereunder. The obligation to indemnify as set forth in this Section 10.4(b)
shall survive the resignation or removal of the Institutional Trustee or the
Delaware Trustee, as the case may be, and the satisfaction and discharge of this
Declaration.

         SECTION 10.5 Outside Businesses

         Any Covered Person, the Sponsor, the Delaware Trustee and the
Institutional Trustee (subject to Section 5.3(c)) may engage in or possess an
interest in other business ventures of any nature or description, independently
or with others, similar or dissimilar to the business of the Trust, and the
Trust and the Holders shall have no rights by virtue of this Declaration in and
to such independent ventures or the income or profits derived therefrom, and
the pursuit of any such venture, even if competitive with the business of the
Trust, shall not be deemed wrongful or improper. No Covered Person, the
Sponsor, the Delaware Trustee or the Institutional Trustee shall be obligated
to present any particular investment or other opportunity to the Trust even if
such opportunity is of a character that, if presented to the Trust, could be
taken by the Trust, and any Covered Person, the Sponsor, the Delaware Trustee
and the Institutional Trustee shall have the right to take for its own account
(individually or as a partner or fiduciary) or to recommend to others any such
particular investment or other opportunity. Any Covered Person, the Delaware
Trustee and the Institutional Trustee may engage or be interested in any
financial or other transaction with the Sponsor or any Affiliate of the
Sponsor, or may act as depositary for, trustee or agent for, or act on any
committee or body of holders of, securities or other obligations of the Sponsor
or its Affiliates.

         SECTION 10.6 Compensation; Fees

         The Debenture Issuer agrees:

         (a)      to pay to the Trustees from time to time such compensation as
the Debenture Issuer and the Trustees shall agree to in writing for all
services rendered by them hereunder (which compensation shall not be limited by
any provision of law in regard to compensation of a trustee of an express
trust);

         (b)      except as otherwise expressly provided herein, to reimburse
the Trustees upon request for all reasonable expenses, disbursements and
advances incurred or made by the Trustees in accordance with any provision of
this Declaration (including the reasonable compensation and the expenses and
disbursements of their respective agents and counsel), except any such expense,
disbursement or advance as may be attributable to their respective negligence
or bad faith; and

         (c)      the provisions of this Section 10.6 shall survive the
termination of this Declaration and the resignation or removal of the Trustees.

                                       45



                                  ARTICLE XI
                                  ACCOUNTING

         SECTION 11.1 Fiscal Year.

         The fiscal year ("Fiscal Year") of the Trust shall be the calendar
year, or such other year as is required by the Code.

         SECTION 11.2 Certain Accounting Matters.

         (a)      At all times during the existence of the Trust, the Regular
Trustees shall keep, or cause to be kept, full books of account, records and
supporting documents, which shall reflect in reasonable detail, each
transaction of the Trust. The books of account shall be maintained on the
accrual method of accounting, in accordance with generally accepted accounting
principles, consistently applied. The books of account and the records of the
Trust shall be examined by and reported upon as of the end of each Fiscal Year
of the Trust by a firm of independent certified public accountants selected by
the Regular Trustees. The books and records of the Trust, together with a copy
of the Declaration and a certified copy of the Certificate of Trust, and any
amendment thereto shall at all times be maintained at the principal office of
the Trust and shall be open for inspection for any examination by any Holder or
its duly authorized representative for any purpose reasonably related to its
interest in the Trust during normal business hours.

         (b)      The Regular Trustees shall cause to be prepared and delivered
to each of the Holders, within 90 days after the end of each Fiscal Year of the
Trust, annual financial statements of the Trust, including a balance sheet of
the Trust as of the end of such Fiscal Year, and the related statements of
income or loss;

         (c)      The Regular Trustees shall cause to be duly prepared and
delivered to each of the Holders, any annual United States federal income tax
information statement, required by the Code, containing such information with
regard to the Securities held by each Holder as is required by the Code and the
Treasury Regulations. Notwithstanding any right under the Code to deliver any
such statement at a later date, the Regular Trustees shall endeavor to deliver
all such statements within 30 days after the end of each Fiscal Year of the
Trust.

         (d)      The Regular Trustees shall cause to be duly prepared and
filed with the appropriate taxing authority, any annual income tax returns
required to be filed by the Regular Trustees on behalf of the Trust with any
United States federal, state or local taxing authority.

         SECTION 11.3 Banking.

         The Trust shall maintain one or more bank accounts in the name and for
the sole benefit of the Trust; provided, however, that all payments of funds in
respect of the Debentures held by the Institutional Trustee shall be made
directly to the Institutional Trustee Account and no other funds of the Trust
shall be deposited in the Institutional Trustee Account. The sole signatories
for such accounts shall be designated by the Regular Trustees; provided,
however, that the Institutional Trustee shall designate the signatories for the
Institutional Trustee Account.

                                       46



         SECTION 11.4 Withholding.

         The Trust and the Regular Trustees shall comply with all withholding
requirements under United States federal, State and local law. The Trust shall
request, and the Holders shall provide to the Trust, such forms or certificates
as are necessary to establish an exemption from withholding with respect to
each Holder, and any representations and forms as shall reasonably be requested
by the Trust to assist it in determining the extent of, and in fulfilling, its
withholding obligations. The Regular Trustees shall file required forms with
applicable jurisdictions and, unless an exemption from withholding is properly
established by a Holder, shall remit amounts withheld with respect to the
Holder to applicable jurisdictions. To the extent that the Trust is required
to withhold and pay over any amounts to any authority with respect to
distributions or allocations to any Holder, the amount withheld shall be deemed
to be a distribution in the amount of the withholding to the Holder. In the
event of any claimed over withholding, Holders shall be limited to an action
against the applicable jurisdiction. If the amount required to be withheld was
not withheld from actual Distributions made, the Trust may reduce subsequent
Distributions by the amount of such withholding.

                                  ARTICLE XII
                            AMENDMENTS AND MEETINGS

         SECTION 12.1 Amendments.

         (a)      Except as otherwise provided in this Declaration or by any
applicable terms of the Securities, this Declaration may only be amended by a
written instrument approved and executed by:

                  (i)      the Regular Trustees (or, if there are more than two
         Regular Trustees, a majority of the Regular Trustees);

                  (ii)     if the amendment affects the rights, powers, duties,
         obligations or immunities of the Institutional Trustee, the
         Institutional Trustee; and

                  (iii)    if the amendment affects the rights, powers, duties,
         obligations or immunities of the Delaware Trustee, the Delaware
         Trustee;

         Neither the Institutional Trustee nor the Delaware Trustee shall be
required to enter into any amendment to this Declaration that affects its own
rights, duties or immunities under this Declaration.

         (b)      No amendment shall be made, and any such purported amendment
shall be void and ineffective:

                  (i)      unless, in the case of any proposed amendment, the
         Institutional Trustee shall have first received an Officers'
         Certificate from each of the Trust and the Sponsor that such amendment
         is permitted by, and conforms to, the terms of this Declaration
         (including the terms of the Securities) and that all conditions
         precedent to the execution and delivery of such amendment have been
         satisfied;

                                       47



                  (ii)     unless, in the case of any proposed amendment which
         affects the rights, powers, duties, obligations or immunities of the
         Institutional Trustee, the Institutional Trustee shall have first
         received:

                           (A)      an Officers' Certificate from each of the
                  Trust and the Sponsor that such amendment is permitted by,
                  and conforms to, the terms of this Declaration (including the
                  terms of the Securities) and that all conditions precedent to
                  the execution and delivery of such amendment have been
                  satisfied; and

                           (B)      an opinion of counsel (who may be counsel to
                  the Sponsor or the Trust) that such amendment is permitted
                  by, and conforms to, the terms of this Declaration (including
                  the terms of the Securities) and that all conditions
                  precedent to the execution and delivery of such amendment
                  have been satisfied; and

                  (iii)    to the extent the result of such amendment would be
         to:

                           (A)      cause the Trust to fail to be classified for
                  purposes of United States federal income taxation as a
                  grantor trust;

                           (B)      reduce or otherwise adversely affect the
                  powers of the Institutional Trustee in contravention of the
                  Trust Indenture Act; or

                           (C)      cause the Trust to be deemed to be an
                  Investment Company required to be registered under the
                  Investment Company Act.

         (c)      At such time after the Trust has issued any Securities that
remain outstanding, any amendment that would adversely affect the rights,
privileges or preferences of any Holder may be effected only with such
additional requirements as may be set forth in the terms of such Securities;

         (d)      Sections 4.4,  9.1(c) and this Section 12.1 shall not be
amended without the consent of all of the Holders of the Securities;

         (e)      Article IV shall not be amended without the consent of the
Holders of a Majority in liquidation amount of the Common Securities;

         (f)      The rights of the holders of the Common Securities under
Article V to increase or decrease the number of, and appoint and remove
Trustees shall not be amended without the consent of the Holders of a Majority
in liquidation amount of the Common Securities;

         (g)      Notwithstanding Section 12.1(c), this Declaration may be
amended by the Sponsor and the Trustees without the consent of the Holders to:

                  (i)      cure any ambiguity;

                  (ii)     correct or supplement any provision in this
         Declaration that may be defective or inconsistent with any other
         provision of this Declaration;

                                       48



                  (iii)    add to the covenants, restrictions or obligations of
         the Sponsor;

                  (iv)     conform to any change in Rule 3a-5 or written change
         in interpretation or application of Rule 3a-5 by any legislative body,
         court, government agency or regulatory authority which amendment does
         not have a material adverse effect on the right, preferences or
         privileges of the Holders; and

                  (v)      preserve the status of the Trust as a grantor trust
         for United States federal income tax purposes; and

         (h)      Notwithstanding Section 12.1(c), this Declaration may be
amended by the Sponsor, the Debenture Guarantor and the Trustees without the
consent of the Holders to add to the covenants, restrictions or obligations of
the Debenture Guarantor.

         SECTION 12.2 Meetings of the Holders of Securities; Action by Written
Consent.

         (a)      Meetings of the Holders of any class of Securities may be
called at any time by the Regular Trustees (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this Declaration, the terms
of the Securities or the rules of any stock exchange on which the Preferred
Securities are listed or admitted for trading. The Regular Trustees shall call
a meeting of the Holders of such class if directed to do so by the Holders of
at least 10% in liquidation amount of such class of Securities. Such direction
shall be given by delivering to the Regular Trustees one or more calls in a
writing stating that the signing Holders wish to call a meeting and indicating
the general or specific purpose for which the meeting is to be called. Any
Holders calling a meeting shall specify in writing the Certificates held by the
Holders exercising the right to call a meeting and only those Securities
specified shall be counted for purposes of determining whether the required
percentage set forth in the second sentence of this paragraph has been met.

         (b)      Except to the extent otherwise provided in the terms of the
Securities, the following provisions shall apply to meetings of Holders:

                  (i)      notice of any such meeting shall be given to all the
         Holders having a right to vote thereat at least 7 days and not more
         than 60 days before the date of such meeting. Whenever a vote,
         consent or approval of the Holders is permitted or required under this
         Declaration or the rules of any stock exchange on which the Preferred
         Securities are listed or admitted for trading, such vote, consent or
         approval may be given at a meeting of the Holders. Any action that
         may be taken at a meeting of the Holders may be taken without a
         meeting and without prior notice if a consent in writing setting forth
         the action so taken is signed by the Holders owning not less than the
         minimum amount of Securities in liquidation amount that would be
         necessary to authorize or take such action at a meeting at which all
         Holders having a right to vote thereon were present and voting.
         Prompt notice of the taking of action without a meeting shall be given
         to the Holders entitled to vote who have not consented in writing.
         The Regular Trustees may specify that any written ballot submitted to
         the Holders for the purpose of taking any action without a meeting
         shall be returned to the Trust within the time specified by the
         Regular Trustees;

                                       49



                  (ii)     each Holder may authorize any Person to act for it by
         proxy on all matters in which a Holder is entitled to participate,
         including waiving notice of any meeting, or voting or participating at
         a meeting. No proxy shall be valid after the expiration of 11 months
         from the date thereof unless otherwise provided in the proxy. Every
         proxy shall be revocable at the pleasure of the Holder executing it.
         Except as otherwise provided herein, all matters relating to the
         giving, voting or validity of proxies shall be governed by the General
         Corporation Law of the State of Delaware relating to proxies, and
         judicial interpretations thereunder, as if the Trust were a Delaware
         corporation and the Holders were stockholders of a Delaware
         corporation;

                  (iii)    each meeting of the Holders shall be conducted by the
         Regular Trustees or by such other Person that the Regular Trustees may
         designate; and

                  (iv)     unless the Statutory Trust Act, this Declaration, the
         terms of the Securities, the Trust Indenture Act or the listing rules
         of any stock exchange on which the Preferred Securities are then
         listed or trading, otherwise provides, the Regular Trustees, in their
         sole discretion, shall establish all other provisions relating to
         meetings of Holders, including notice of the time, place or purpose of
         any meeting at which any matter is to be voted on by any Holders,
         waiver of any such notice, action by consent without a meeting, the
         establishment of a record date, quorum requirements, voting in person
         or by proxy or any other matter with respect to the exercise of any
         such right to vote.

                                 ARTICLE XIII
         REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE

         SECTION 13.1 Representations and Warranties of Institutional Trustee.

         The Trustee that acts as initial Institutional Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Declaration, and
each Successor Institutional Trustee represents and warrants to the Trust and
the Sponsor at the time of the Successor Institutional Trustee's acceptance of
its appointment as Institutional Trustee that:

         (a)      the Institutional Trustee is a corporation with trust powers,
duly organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation or organization, with corporate power and
authority to execute and deliver, and to carry out and perform its obligations
under the terms of, this Declaration;

         (b)      the execution, delivery and performance by the Institutional
Trustee of this Declaration has been duly authorized by all necessary corporate
action on the part of the Institutional Trustee. This Declaration has been
duly executed and delivered by the Institutional Trustee, and constitutes the
legal, valid and binding obligation of the Institutional Trustee, enforceable
against it in accordance with its terms, subject to applicable bankruptcy,
reorganization, moratorium, insolvency and other similar laws affecting
creditors' rights generally and to general principles of equity and the
discretion of the court (regardless of whether the enforcement of such remedies
is considered in a proceeding in equity or at law);

                                       50



         (c)      the execution, delivery and performance of this Declaration
by the Institutional Trustee does not conflict with or constitute a breach of
the charter or by-laws of the Institutional Trustee;

         (d)      no consent, approval or authorization of, or registration
with or notice to, any State or federal banking authority having jurisdiction
over the trust powers of the Institutional Trustee is required for the
execution, delivery or performance by the Institutional Trustee, of this
Declaration; and

         (e)      the Institutional Trustee satisfies the qualifications set
forth in Section 5.3(a).

         SECTION 13.2 Representations and Warranties of Delaware Trustee.

         The Trustee that acts as initial Delaware Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Declaration, and
each Successor Delaware Trustee represents and warrants to the Trust and the
Sponsor at the time of the Successor Delaware Trustee's acceptance of its
appointment as Delaware Trustee that:

         (a)      the Delaware Trustee is a corporation with trust powers, duly
organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation or organization, with corporate power and
authority to execute and deliver, and to carry out and perform its obligations
under the terms of, this Declaration;

         (b)      the Delaware Trustee has been authorized to perform its
obligations under the Certificate of Trust and this Declaration. The
Declaration under Delaware law constitutes a legal, valid and binding
obligation of the Delaware Trustee, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, reorganization, moratorium,
insolvency and other similar laws affecting creditors' rights generally and to
general principles of equity and the discretion of the court (regardless of
whether the enforcement of such remedies is considered in a proceeding in
equity or at law);

         (c)      no consent, approval or authorization of, or registration
with or notice to, any State or Federal banking authority having jurisdiction
over the trust powers of the Delaware Trustee is required for the execution,
delivery or performance by the Delaware Trustee, of this Declaration; and

         (d)      the Delaware Trustee satisfies the qualifications set forth
in Section 5.2.

                                       51



                                  ARTICLE XIV
                                 MISCELLANEOUS

         SECTION 14.1 Notices.

         All notices provided for in this Declaration shall be in writing, duly
signed by the party giving such notice, and shall be delivered, telecopied or
mailed by first class mail, as follows:

         (a)      if given to the Trust, in care of the Regular Trustees at the
Trust's mailing address set forth below (or such other address as the Trust may
give notice of to the Trustees and the Holders):

                  Countrywide Capital IV
                  c/o Countrywide Financial Corporation
                  4500 Park Granada
                  Calabasas, California 91302
                  Attention: General Counsel

         (b)      if given to the Delaware Trustee, at the mailing address set
forth below (or such other address as the Delaware Trustee may give notice of
to the Trustees and the Holders):

                  The Bank of New York (Delaware)
                  White Clay Center, Route 273
                  Newark, Delaware 19711
                  Attention: Corporate Trust Administration

         (c)      if given to the Institutional Trustee, at the Institutional
Trustee's mailing address set forth below (or such other address as the
Institutional Trustee may give notice of to the Holders):

                  The Bank of New York
                  101 Barclay Street
                  New York, New York  10286
                  Attention: Corporate Trust Administration
                  Telecopy: (212) 896-7298

         (d)      if given to the Holder of the Common Securities, at the
mailing address of the Sponsor set forth below (or such other address as the
Holder of the Common Securities may give notice to the Trustees and the Trust):

                  Countrywide Financial Corporation
                  4500 Park Granada
                  Calabasas, California 91302
                  Attention: General Counsel

                                       52



         (e)      if given to the Debenture Guarantor, at the mailing address
set forth below (or such other address as the Debenture Guarantor may give
notice to the Trustees and the Trust):

                  Countrywide Home Loans, Inc.
                  4500 Park Granada
                  Calabasas, California 91302
                  Attention: General Counsel

         (f)      if given to any other Holder, at the address set forth on the
books and records of the Trust.

         All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid, except that if a notice or other document is refused delivery
or cannot be delivered because of a changed address of which no notice was
given, such notice or other document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

         SECTION 14.2 Governing Law.

         THIS DECLARATION AND THE RIGHTS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT
REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

         SECTION 14.3 Intention of the Parties.

         It is the intention of the parties hereto that the Trust be classified
for United States federal income tax purposes as a grantor trust. The
provisions of this Declaration shall be interpreted to further this intention
of the parties.

         SECTION 14.4 Headings.

         Headings contained in this Declaration are inserted for convenience of
reference only and do not affect the interpretation of this Declaration or any
provision hereof.

         SECTION 14.5 Successors and Assigns.

         Whenever in this Declaration any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the Sponsor
and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether so expressed.

         SECTION 14.6 Partial Enforceability.

         If any provision of this Declaration, or the application of such
provision to any Person or circumstance, shall be held invalid, the remainder
of this Declaration, or the application of such

                                       53



provision to persons or circumstances other than those to which it is held
invalid, shall not be affected thereby.

         SECTION 14.7 Counterparts.

         This Declaration may contain more than one counterpart of the
signature page and this Declaration may be executed by the affixing of the
signature of each of the Trustees to one of such counterpart signature pages.
All of such counterpart signature pages shall be read as though one, and they
shall have the same force and effect as though all of the signers had signed a
single signature page.

                                       54


         IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.

                                    ________________________________________
                                    Sandor E. Samuels, as Regular Trustee

                                    ________________________________________
                                    Thomas K. McLaughlin, as Regular Trustee

                                    ________________________________________
                                    Jennifer Sandefur, as Regular Trustee

                                    THE BANK OF NEW YORK (DELAWARE),
                                    as Delaware Trustee

                                    ________________________________________
                                    Name:
                                    Title:           Authorized Signatory

                                    THE BANK OF NEW YORK,
                                    as Institutional Trustee

                                    ________________________________________
                                    Name:
                                    Title:           Authorized Signatory

                                    COUNTRYWIDE FINANCIAL
                                    CORPORATION, as Sponsor and Debenture
                                    Issuer

                                    ________________________________________
                                    Name:
                                    Title:

                                    COUNTRYWIDE HOME LOANS, INC.,
                                    as Debenture Guarantor

                                    ________________________________________
                                    Name:
                                    Title:

                                       55



                                    ANNEX I
                   TERMS OF 6.75% TRUST PREFERRED SECURITIES
                       TERMS OF 6.75% COMMON SECURITIES

         Pursuant to Section 7.1 of the Amended and Restated Declaration of
Trust, dated as of April 11, 2003 (as amended from time to time, the
"Declaration"), the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Securities are set out below (each
capitalized term used but not defined herein has the meaning set forth in the
Declaration or, if not defined in the Declaration, as defined in the
Prospectus):

         1.       Designation and Number.

         (a)      Preferred Securities. Up to 20,000,000 Preferred Securities
of the Trust with an aggregate stated liquidation amount with respect to the
assets of the Trust of up to $500,000,000 and a stated liquidation amount with
respect to the assets of the Trust of $25 per preferred security, are hereby
designated for the purposes of identification only as 6.75% Trust Preferred
Securities (the "Preferred Securities"). The Preferred Security Certificates
evidencing the Preferred Securities shall be substantially in the form of
Exhibit A-1 to the Declaration, with such changes and additions thereto or
deletions therefrom as may be required by ordinary usage, custom or practice or
to conform to the rules of any stock exchange on which the Preferred Securities
are listed.

         (b)      Common Securities. Up to 618,557 Common Securities of the
Trust with an aggregate stated liquidation amount with respect to the assets of
the Trust of up to $15,463,925 and a stated liquidation amount with respect to
the assets of the Trust of $25 per common security, are hereby designated for
the purposes of identification only as 6.75% Common Securities (the "Common
Securities"). The Common Security Certificates evidencing the Common
Securities shall be substantially in the form of Exhibit A-2 to the
Declaration, with such changes and additions thereto or deletions therefrom as
may be required by ordinary usage, custom or practice.

         (c)      The Preferred Securities and the Common Securities represent
undivided beneficial interests in the assets of the Trust.

         (d)      In connection with the purchase of the Securities, the
Debenture Issuer will deposit in the Trust, and the Trust will purchase,
respectively, as trust assets, Debentures of the Debenture Issuer having an
aggregate principal amount of up to $515,463,925, and bearing interest at an
annual rate equal to the annual Distribution rate on the Preferred Securities
and Common Securities and having payment and redemption provisions which
correspond to the payment and redemption provisions of the Preferred Securities
and Common Securities.

         2.       Distributions.

         (a)      Distributions payable on each Security will be fixed at a
rate per annum of 6.75% (the "Coupon Rate") of the stated liquidation amount of
$25 per Security, such rate being the rate of interest payable on the
Debentures to be held by the Institutional Trustee. Distributions in arrears
for more than one quarter will bear interest thereon compounded quarterly at
the Coupon Rate ("Compound Interest") (to the extent permitted by applicable
law). The term

                                      A-1



 "Distributions" as used herein includes such cash distributions
and any such interest (including Additional Interest and Compound Interest)
payable unless otherwise stated. A Distribution will be made by the
Institutional Trustee only to the extent that payments are made in respect of
the Debentures held by the Institutional Trustee and to the extent the Trust
has funds available in the Institutional Trustee Account. The amount of
Distributions payable for any period will be computed for any full quarterly
Distribution period on the basis of a 360-day year of twelve 30-day months, and
for any period shorter than a full quarterly Distribution period for which
Distributions are computed, Distributions will be computed on the basis of the
actual number of days elapsed per calendar month (but not to exceed 30 days in
any month).

         (b)      Distributions on the Securities will be cumulative, will
accrue from April 11, 2003 and, except as otherwise described below, will be
payable quarterly in arrears, on January 1, April 1, July 1 and October 1 of
each year, commencing on July 1, 2003 when, as and if available for payment,
except as otherwise described below (each, a "Distribution Payment Date"). If
no Event of Default has occurred or is continuing under the Debentures, the
Debenture Issuer has the right under the Indenture to defer payments of
interest on the Debentures by extending the interest payment period from time
to time on the Debentures for a period not exceeding 20 consecutive quarters
(each an "Extension Period"), during which Extension Period no interest shall
be due and payable on the Debentures, provided that no Extension Period shall
last beyond the Stated Maturity of the Debentures. As a consequence of such
deferral, Distributions will also be deferred. Despite such deferral,
quarterly Distributions will continue to accrue with interest thereon at the
Coupon Rate compounded quarterly (to the extent permitted by applicable law)
during any such Extension Period, and the amount of any such deferred
Distributions will themselves accrue interest (to the extent permitted by
applicable law) at the Coupon Rate compounded quarterly. Prior to the
termination of any such Extension Period, the Debenture Issuer may further
extend such Extension Period; provided that such Extension Period, together
with all such previous and further extensions thereof, may not exceed 20
consecutive quarters or extend beyond the Stated Maturity of the Debentures.
Any interest accrued on the Debentures during an Extension Period shall be paid
Pro Rata to holders of Debentures on the first payment date following the
Extension Period and the Payment Amount shall be paid Pro Rata to the Holders
on the first Distribution Payment Date following the Extension Period. Upon
the termination of any Extension Period and the payment of all amounts then
due, the Debenture Issuer may commence a new Extension Period, subject to the
above requirements. So long as any Preferred Securities of the Trust remain
outstanding, if (A) if an Event of Default occurs under the Indenture or the
Preferred Securities Guarantee or (B) the Debenture Issuer exercises the right
to defer payments of interest on the Debentures, then (i) neither the Debenture
Issuer nor the Debenture Guarantor shall declare or pay any dividend on, make
any distribution relating to, or redeem, purchase, acquire, or make a
liquidation payment relating to, any of its capital stock (other than
(a) repurchases, redemptions or other acquisitions of shares of capital stock
of the Debenture Issuer or the Debenture Guarantor, as the case may be, in
connection with the satisfaction by the Debenture Issuer or the Debenture
Guarantor, as the case may be, of its obligations under any employee benefit
plans or any other contractual obligation of the Debenture Issuer or the
Debenture Guarantor (other than a contractual obligation ranking pari passu
with or junior to the Debentures or the Debenture Guarantee, in the respective
cases of the Debenture Issuer or the Debenture Guarantor), as the case may be,
(b) as a result of a reclassification of the capital stock of the Debenture
Issuer or the Debenture Guarantor, as the case may be, or the exchange or
conversion of one class or series of

                                      A-2



the capital stock of the Debenture Issuer or the Debenture Guarantor, as the
case may be, for another class or series of the capital stock of the Debenture
Issuer or the Debenture Guarantor, as the case may be, (c) the purchase of
fractional interests in shares of the capital stock of the Debenture Issuer or
the Debenture Guarantor pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged or (d) dividends
and distributions made on the capital stock of the Debenture Issuer or Debenture
Guarantor or rights to acquire such capital stock with capital stock of the
Debenture Issuer or the Debenture Guarantor or other rights to acquire such
capital stock), (ii) neither the Debenture Issuer nor the Debenture Guarantor
shall make any payment of interest, principal or premium, if any, on, or repay,
repurchase or redeem any debt securities issued by the Debenture Issuer or the
Debenture Guarantor, as the case may be, that rank pari passu with or junior to
such Debentures or Debenture Guarantee, in the respective cases of the Debenture
Issuer or the Debenture Guarantor and (iii) neither the Debenture Issuer nor the
Debenture Guarantor shall make any guarantee payments with respect to the
foregoing (other than pursuant to the Preferred Securities Guarantee or the
Debenture Guarantee). Notwithstanding the foregoing, the exception for
distributions on capital stock of the Debenture Issuer or the Debenture
Guarantor provided under clause (i)(d) above shall not be applicable during an
Extension Period.

         (c)      Distributions on the Securities will be payable promptly by
the Institutional Trustee and only to the extent the Trust has
received immediately available funds from the Debenture Issuer or Debenture
Guarantor, as the case may be, to the Holders thereof as they appear on the
books and records of the Trust on the relevant record dates, which will be, as
long as the Preferred Securities remain in book-entry form, one Business Day
prior to the relevant payment date and, in the event the Preferred Securities
are not in book-entry form, the December 15, March 15, June 15 and September 15
next preceding the relevant payment date. The record dates and distribution
dates shall be the same as the record dates and payment dates on the
Debentures. Distributions payable on any Securities that are not punctually
paid on any Distribution Payment Date, as a result of the Debenture Issuer (or
the Debenture Guarantor on its behalf) having failed to make the corresponding
interest payment on the Debentures, will forthwith cease to be payable to the
Person in whose name such Securities are registered on the relevant record
date, and such defaulted Distribution will instead be payable to the Person in
whose name such Securities are registered on the special record date
established by the Regular Trustees, which record date shall correspond to the
special record date or other specified date determined in accordance with the
Indenture; provided, however, that Distributions shall not be considered
payable on any Distribution Payment Date falling within an Extension Period
unless the Debenture Issuer (or the Debenture Guarantor on its behalf) has
elected to make a full or partial payment of interest accrued on the Debentures
on such Distribution Payment Date. Payments of accrued Distributions deferred
during any Extension Period will be payable to the Person in whose name the
applicable Securities appear on the books and records of the Trust on the first
record date after the end of any Extension Period. Distributions on the
Securities will be paid by the Trust through the Institutional Trustee, and the
Institutional Trustee will hold all amounts received from the Debenture Issuer
or the Debenture Guarantor, as the case may be, from the Debentures for the
benefit of the Holders of the Securities. All Distributions paid with respect
to the Securities shall be paid on a Pro Rata basis to Holders thereof entitled
thereto. If any date on which Distributions are payable on the
Securities is not a Business Day, then payment of the Distribution payable on
such date will be made on the next succeeding day that is a Business Day (and
without any interest or other payment in respect of any such delay) except

                                      A-3



that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date.

         (d)      If at any time while the Institutional Trustee is the Holder
of any Debentures, the Trust or the Institutional Trustee is required to pay
any taxes, duties, assessments or governmental charges of whatever nature
(other than withholding taxes) imposed by the United States or any other taxing
authority, then, in any such case, the Debenture Issuer (or the Debenture
Guarantor on its behalf) will pay as additional interest ("Additional
Interest") on the Debentures held by the Institutional Trustee, such amounts as
shall be required so that the net amounts received and retained by the Trust
and the Institutional Trustee after paying any such taxes, duties, assessments
or other governmental charges will be equal to the amounts the Trust and the
Institutional Trustee would have received had no such taxes, duties,
assessments or other governmental charges been imposed.

         (e)      In the event that there is any money or other property held
by or for the Trust that is not accounted for hereunder, such property shall be
distributed Pro Rata among the Holders.

         3.       Liquidation Distribution Upon Dissolution.

         In the event of any voluntary or involuntary dissolution (except with
respect to Sections 8.1(a)(vii), 8.1(a)(viii) and 8.1(a)(ix) of the
Declaration) of the Trust (each a "Liquidation"), the Holders on the date of
the Liquidation will be entitled to receive Pro Rata out of the assets of the
Trust available for distribution to Holders from the Institutional Trustee's
account after satisfaction of liabilities of creditors distributions in an
amount equal to the aggregate of the stated liquidation amount of $25 per
Security plus accrued and unpaid Distributions thereon to the date of payment
(such amount being the "Liquidation Distribution"), unless, in connection with
such Liquidation, Debentures in an aggregate stated principal amount equal to
the aggregate stated liquidation amount of such Securities, with an interest
rate equal to the Coupon Rate of, and bearing accrued and unpaid interest in an
amount equal to the accrued and unpaid Distributions on, such Securities, shall
be distributed on a Pro Rata basis to the Holders in exchange for such
Securities. If, upon any Liquidation, the Liquidation Distribution cannot be
paid in full because the Trust does not have sufficient assets available for
distribution to the Holders from the Institutional Trustee's account, the
amounts of the Liquidation Distribution payable directly by the Trust shall be
distributed on a Pro Rata basis to the Holders.

         4.       Redemption and Distribution.

         (a)      Redemption of the Securities will occur simultaneously with
any repayment of the Debentures. The Debentures will mature on April 1, 2033
(the "Stated Maturity"), and are prepayable as set forth in this Section 4.
Upon the repayment of the Debentures in whole or in part, whether at maturity
or upon redemption, the proceeds from such repayment or payment shall be
deposited by the Debenture Issuer in the Institutional Trustee's Account and
then simultaneously applied by the Institutional Trustee to redeem Securities
having an aggregate liquidation amount equal to the aggregate principal amount
of the Debentures so repaid or redeemed at the Redemption Price. Securities
redeemed upon maturity of the Debentures will be redeemed at a redemption price
of 100% of the liquidation amount of $25 per Security plus an

                                      A-4



amount equal to accrued and unpaid Distributions thereon at the date of
redemption, payable in cash (the "Redemption Price"). If fewer than all the
outstanding Securities are to be so redeemed, the Securities will be redeemed
Pro Rata and the Preferred Securities to be redeemed will be as described in
Section 4(f)(ii) below.

         (b)      The Debentures are prepayable prior to the Stated Maturity at
the option of the Debenture Issuer (i) in whole or in part, from time to time,
on or after April 11, 2008 or (ii) at any time prior to April 11, 2008 in whole
but not in part, upon the occurrence and continuation of a Special Redemption
Event, in either case at a prepayment price (the "Prepayment Price") equal to
100% of the principal amount thereof, plus accrued and unpaid interest thereon
(including Additional Interest and Compound Interest, if any) to the date of
prepayment.

         (c)      The following terms used herein shall be defined as follows:

         "Investment Company Event" means that the Debenture Issuer shall have
received an opinion of independent legal counsel experienced in such matters,
who may be an employee of the Debenture Issuer, to the effect that, as a result
of the occurrence of a change in law or regulation or a change in
interpretation or application of law or regulation by any legislative body,
courts, governmental agency or regulatory authority on or after the date of
original issuance of the preferred securities by the Trust, the Trust is or
will be considered an "investment company" that is required to be registered
under the Investment Company Act.

         "Regulatory Capital Event" means that the Debenture Issuer determines,
based on an opinion of counsel experienced in such matters, who may be an
employee of the Debenture Issuer or any of its Affiliates, that, as a result of
(a) any amendment to, clarification of or change (including any announced
prospective change) in, applicable laws or regulations or official
interpretations thereof or policies with respect thereto or (b) any official
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or such
pronouncement or decision is announced on or after the original issuance of the
Preferred Securities, there is more than an insubstantial risk that the
Debenture Issuer, or any bank holding company of which the Debenture Issuer is
a subsidiary, will not be able to treat the Preferred Securities as Tier 1
capital (or its equivalent) for purposes of the Debenture Issuer's primary
federal regulator's capital guidelines as then in effect and applicable to the
Debenture Issuer;

         "Special Redemption Event" means a Tax Event, an Investment Company
Event or a Regulatory Capital Event, as the case may be.

         "Tax Event" means that the Regular Trustees and the Institutional
Trustee shall have received an opinion of a nationally recognized independent
tax counsel experienced in such matters to the effect that, as a result of (a)
any amendment to, or change (including any announced prospective change) in,
the laws or any regulations thereunder of the United States or any political
subdivision or taxing authority thereof or therein or (b) any official
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or such
pronouncement or decision is announced on or after the date of the original
issuance of the Securities, there is more than an insubstantial risk that (i)
the Trust is, or will be within 90 days of the date of such opinion, subject to
United States federal

                                      A-5



income tax with respect to income received or accrued on the Debentures, (ii)
interest payable on the Debentures is not, or within 90 days of the date thereof
will not be, deductible by the Debenture Issuer, in whole or in part, for United
States federal income tax purposes or (iii) the Trust is, or will be within 90
days of the date thereof, subject to other taxes, duties or other governmental
charges.

         In the event the opinion relates to clause (iii) above, such taxes,
duties or other governmental charges shall, in the opinion of the Regular
Trustees as set forth in an Officer's Certificate to the Institutional Trustee,
be more than de minimis.

         (d)      The Trust may not redeem fewer than all the outstanding
Securities unless all accrued and unpaid Distributions have been paid on all
Securities for all quarterly Distribution periods terminating on or before the
date of redemption.

         (e)      The Debenture Issuer will have the right at any time to
dissolve the Trust and, after satisfaction of liabilities to creditors of the
Trust, if any, cause the Debentures to be distributed to the Holders, provided
that the Debenture Issuer shall first have delivered to the Institutional
Trustee an opinion of nationally recognized tax counsel to the effect that such
distribution of the Debentures to the Holders of the Preferred Securities will
not be a taxable event for United States federal income tax purposes. If the
Debentures are distributed to the Holders and the Preferred Securities are then
listed on an exchange, the Debenture Issuer will use its best efforts to cause
the Debentures to be listed on the NYSE or on such other exchange as the
Preferred Securities are then listed.

         On the date fixed for any distribution of Debentures upon dissolution
of the Trust, (i) the Preferred Securities will no longer be deemed to be
outstanding, (ii) the Depository Institution or its nominee, as the record
holder of the Preferred Securities, will receive a registered global
certificate or certificates representing the Debentures to be delivered upon
such distribution and (iii) any certificates representing Preferred Securities
not held by the Depository Institution or its nominee will be deemed to
represent Debentures having an aggregate principal amount equal to the
aggregate stated liquidation amount of, with an interest rate identical to the
distribution rate of, and accrued and unpaid interest equal to accrued and
unpaid distributions on, such Preferred Securities until such certificates are
presented to the Debenture Issuer or its agent for transfer or reissuance.

         (f)      The following procedures apply to a Redemption or
Distribution of the Debentures.

                  (i)      Notice of any redemption of the Debentures, or notice
                           of distribution of Debentures in exchange for the
                           Securities (a "Redemption/Distribution Notice") will
                           be given by the Trust by mail to each Holder of
                           Securities to be redeemed or exchanged not fewer than
                           30 nor more than 60 days before the date fixed for
                           redemption or exchange thereof which, in the case of
                           a redemption, will be the date fixed for redemption
                           of the Debentures. For purposes of the calculation of
                           the date of redemption or exchange and the dates on
                           which notices are given pursuant to this Section
                           4(f)(i), a Redemption/Distribution Notice shall be
                           deemed to be given on the day

                                      A-6



                           such notice is first mailed by first-class mail,
                           postage prepaid, to Holders. Each
                           Redemption/Distribution Notice shall be addressed to
                           the Holders at the address of each such Holder
                           appearing in the books and records of the Trust. No
                           defect in the Redemption/Distribution Notice or in
                           the mailing of either thereof with respect to any
                           Holder shall affect the validity of the redemption or
                           exchange proceedings with respect to any other
                           Holder.

                  (ii)     In the event that fewer than all the outstanding
                           Securities are to be redeemed, the Securities to be
                           redeemed shall be redeemed Pro Rata from each Holder,
                           it being understood that, in respect of Preferred
                           Securities registered in the name of and held of
                           record by the Depository Institution or its nominee,
                           the distribution of the proceeds of such redemption
                           will be made to each Depository Institution
                           Participant (or Person on whose behalf such nominee
                           holds such securities) in accordance with the
                           procedures applied by such agency or nominee.

                  (iii)    If Securities are to be redeemed and the Trust gives
                           a Redemption/Distribution Notice, which notice may
                           only be issued if the Debentures are redeemed as set
                           out in this Section 4 (which notice will be
                           irrevocable), then by 10:00 a.m., New York City time,
                           on the redemption date, the Debenture Issuer will
                           deposit with one or more paying agents an amount of
                           money sufficient to redeem on the redemption date all
                           the Securities so called for redemption at the
                           Redemption Price. If a Redemption/Distribution Notice
                           shall have been given and funds deposited as
                           required, if applicable, then immediately prior to
                           the close of business on the date of such deposit, or
                           on the redemption date, as applicable, distributions
                           will cease to accrue on the Securities so called for
                           redemption, such Securities so called for redemption
                           will no longer be deemed to be outstanding and all
                           rights of Holders of such Securities so called for
                           redemption will cease, except the right of the
                           Holders of such Securities to receive the Redemption
                           Price, but without interest on such Redemption Price.
                           On presentation and surrender of such Securities at a
                           place of payment specified in said notice, the said
                           Securities or the specified portions thereof shall be
                           paid and redeemed by the Trust at the Redemption
                           Price. Neither the Regular Trustees nor the Trust
                           shall be required to register or cause to be
                           registered the transfer of any Securities that have
                           been so called for redemption. If any date fixed for
                           redemption of Securities is not a Business Day, then
                           payment of the Redemption Price payable on such date
                           will be made on the next succeeding day that is a
                           Business Day (and without any interest or other
                           payment in respect of any such delay) except that, if
                           such Business Day falls in the next calendar year,
                           such payment will be made on the immediately
                           preceding Business Day, in each case with the same
                           force and effect as if made on such date fixed for
                           redemption. If (i) the Debenture Issuer fails to
                           repay the Debentures on the date of their Stated
                           Maturity or on the date fixed for the redemption
                           thereof, (ii) the Debenture Guarantor fails to may a
                           required payment under the Debenture Guarantee, (iii)
                           payment of the Redemption

                                      A-7



                           Price in respect of any Securities is improperly
                           withheld or refused and not paid either by the
                           Institutional Trustee or by the Debenture Issuer or
                           the Debenture Guarantor, each as guarantor pursuant
                           to the relevant Securities Guarantee, then
                           Distributions on such Securities will continue to
                           accrue from the original redemption date to the
                           actual date of payment, in which case the actual
                           payment date will be considered the date fixed for
                           redemption for purposes of calculating the Redemption
                           Price.

                  (iv)     The Trust shall not be required to (i) issue, or
                           register the transfer or exchange of, any Securities
                           after the mailing of a notice of redemption of
                           Securities and (ii) register the transfer or exchange
                           of any Securities so selected for redemption, in
                           whole or in part, except the unredeemed portion of
                           any Securities being redeemed in part.

                  (v)      Subject to the foregoing and applicable law
                           (including, without limitation, United States federal
                           securities laws), the Sponsor or any of its
                           subsidiaries may at any time and from time to time
                           purchase outstanding Preferred Securities by tender,
                           in the open market or by private agreement.

         5.       Voting Rights - Preferred Securities.

         (a)      Except as provided under Sections 5(b) and 7 and as otherwise
required by law and the Declaration, the Holders of the Preferred Securities
will have no voting rights.

         (b)      Subject to the requirements set forth in the immediately
following paragraph, the Holders of a majority in aggregate liquidation amount
of the Preferred Securities, voting separately as a class, have the right to
direct the time, method, and place of conducting any proceeding for any remedy
available to the Institutional Trustee, or to direct the exercise of any trust
or power conferred upon the Institutional Trustee under the Declaration,
including the right to direct the Institutional Trustee, as holder of the
Debentures, to (i) exercise the remedies available to it under the Indenture as
holder of the Debentures or exercise any trust or power conferred on the
Institutional Trustee under the Indenture, (ii) waive any past Event of Default
and its consequences that is waivable under Section 5.07 of the Indenture,
(iii) exercise any right to rescind or annul a declaration that the principal
of all the Debentures shall be due and payable or (iv) consent to any
amendment, modification or termination of the Indenture or the Debentures where
such consent shall be required; provided, however, that, where a consent or
action under the Indenture would require the consent or act of a Super
Majority, only the Holders of at least such Super Majority in aggregate
liquidation amount of the Preferred Securities may direct the Institutional
Trustee to give such consent or take such action; and provided further, that
where a consent or action under the Indenture is only effective against each
holder of Debentures who has consented thereto, such consent or action will
only be effective against a Holder of Preferred Securities who directs the
Institutional Trustee to give such consent or take such action. The
Institutional Trustee shall not revoke any action previously authorized or
approved by a vote of the Holders of the Preferred Securities. If the
Institutional Trustee fails to enforce its rights under the Debentures after a
holder of record of Preferred Securities has made a written request, to the
fullest extent permitted by law, such holder of record of Preferred Securities
may institute a legal proceeding directly against the Debenture Issuer to
enforce the Institutional

                                      A-8



Trustee's rights under the Debentures without first instituting any legal
proceeding against the Institutional Trustee or any other Person.
Notwithstanding the foregoing, if an Event of Default has occurred and is
continuing and such event is attributable to the failure of the Debenture Issuer
(or the Debenture Guarantor on its behalf) to pay interest or principal on the
Debentures on the date such interest or principal is otherwise payable (or in
the case of redemption, on the redemption date), then a Holder of Preferred
Securities may institute a Direct Action for enforcement of payment to such
Holder of the principal of or interest on the Debentures having a principal
amount equal to the aggregate liquidation amount of the Preferred Securities of
such holder on or after the respective due date specified in the Debentures.
Notwithstanding any payments made to such Holder of Preferred Securities by the
Debenture Issuer or the Debenture Guarantor, as the case may be, in connection
with a Direct Action, the Debenture Issuer shall remain obligated to pay the
principal of or interest on the Debentures held by the Trust or the
Institutional Trustee of the Trust, and the Debenture Issuer or the Debenture
Guarantor, as the case may be, shall be subrogated to the rights of the Holder
of such Preferred Securities with respect to payments on the Preferred
Securities to the extent of any payments made by the Debenture Issuer, the
Debenture Guarantor or the Trust, as the case may be, to such Holder in any
Direct Action. Except as provided in the preceding sentences, the Holders of
Preferred Securities will not be able to exercise directly any other remedy
available to the holders of the Debentures.

         Except with respect to directing the time, method and place of
conducting a proceeding for a remedy, the Institutional Trustee shall not take
any of the actions described in clauses (i) through (iv) above unless the
Institutional Trustee has obtained an opinion of a nationally-recognized tax
counsel experienced in such matters to the effect that, as a result of such
action, the Trust will not fail to be classified as a grantor trust for United
States federal income tax purposes.

         Any approval or direction of Holders of Preferred Securities may be
given at a separate meeting of Holders of Preferred Securities convened for
such purpose, at a meeting of all of the Holders of Securities in the Trust or
pursuant to written consent. The Regular Trustees will cause to mailed to each
Holder of record or Preferred Securities a notice of any meeting at which
Holders of Preferred Securities are entitled to vote or of any matter upon
which action by written consent of those Holders is to be taken. Each such
notice will include a statement setting forth (i) the date of such meeting or
the date by which the action is to be taken, (ii) a description of any
resolution proposed for adoption at such meeting on which such Holders are
entitled to vote or of the matter upon which written consent is sought and
(iii) instructions for the delivery of proxies or consents.

         No vote or consent of the Holders of the Preferred Securities will be
required for the Trust to redeem and cancel Preferred Securities or to
distribute the Debentures in accordance with the Declaration and the terms of
the Securities.

         Notwithstanding that Holders of Preferred Securities are entitled to
vote or consent under any of the circumstances described above, any of the
Preferred Securities that are owned by the Sponsor or any Affiliate of the
Sponsor shall not be entitled to vote or consent and shall, for purposes of
such vote or consent, be treated as if they were not outstanding.

                                      A-9



         Holders of the Preferred Securities will have no rights to appoint or
remove the Trustees, who may be appointed, removed or replaced solely by the
Sponsor, as Holder of all of the Common Securities; provided, however, that if
an Event of Default shall have occurred and be continuing, the Institutional
Trustee and the Delaware Trustee may be removed by the vote of a Majority in
liquidation amount of the Preferred Securities voting as a class at a meeting
of the Holders of the Preferred Securities.

         6.       Voting Rights - Common Securities.

         (a)      Except as provided under Sections 6(b) and (c) and 7 and as
otherwise required by law and the Declaration, the Holders of the Common
Securities will have no voting rights.

         (b)      The Holders of the Common Securities are entitled, in
accordance with Article V of the Declaration, to vote to appoint, remove or
replace any Trustee or to increase or decrease the number of Trustees.

         (c)      Subject to Section 2.6 of the Declaration and only after the
Event of Default with respect to the Preferred Securities has been cured,
waived, or otherwise eliminated and subject to the requirements of the second
to last sentence of this paragraph, the Holders of a Majority in liquidation
amount of the Common Securities, voting separately as a class, may direct the
time, method, and place of conducting any proceeding for any remedy available
to the Institutional Trustee, or exercising any trust or power conferred upon
the Institutional Trustee under the Declaration, including (i) directing the
time, method, place of conducting any proceeding for any remedy available to
the Debt Trustee, or exercising any trust or power conferred on the Debt
Trustee with respect to the Debentures, (ii) waive any past default and its
consequences that is waivable under Section 5.07 of the Indenture or (iii)
exercise any right to rescind or annul a declaration that the principal of all
the Debentures shall be due and payable; provided that, where a consent or
action under the Indenture would require the consent or act of a Super Majority
of holders of Debentures affected thereby the Institutional Trustee may only
give such consent or take such action at the written direction of the Holders
of at least the proportion in liquidation amount of the Common Securities which
the relevant Super Majority represents of the aggregate principal amount of the
Debentures outstanding; and provided further, that where a consent or action
under the Indenture would require the consent or action of each holder of
Debentures, each Holder of Preferred Securities must direct the Institutional
Trustee to give such consent or take such action. Pursuant to this
Section 6(c), the Institutional Trustee shall not revoke any action previously
authorized or approved by a vote of the Holders of the Preferred Securities.
Except with respect to directing the time, method and place of conducting a
proceeding for a remedy, the Institutional Trustee shall not take any action in
accordance with the directions of the Holders of the Common Securities under
this paragraph unless the Institutional Trustee has received an opinion of a
nationally recognized tax counsel experienced in such matters to the effect
that, as a result of such action, the Trust will not fail to be classified as a
grantor trust for United States federal income tax purposes. If the
Institutional Trustee fails to enforce its rights under the Declaration, to the
fullest extent permitted by law, any Holder of Common Securities may institute
a legal proceeding directly against any Person to enforce the Institutional
Trustee's rights under the Declaration, without first instituting a legal
proceeding against the Institutional Trustee or any other Person.

                                      A-10



         Any approval or direction of Holders of Common Securities may be given
at a separate meeting of Holders of Common Securities convened for such
purpose, at a meeting of all of the Holders of Securities in the Trust. The
Regular Trustees will cause a notice of any meeting at which Holders of Common
Securities are entitled to vote to be mailed to each Holder of record of Common
Securities. Each such notice will include a statement setting forth (i) the
date of such meeting, (ii) a description of any resolution proposed for
adoption at such meeting on which such Holders are entitled to vote and (iii)
instructions for the delivery of proxies.

         No vote or consent of the Holders of the Common Securities will be
required for the Trust to redeem and cancel Common Securities or to distribute
the Debentures in accordance with the Declaration and the terms of the
Securities.

         7.       Amendments to Declaration and Indenture.

         (a)      In addition to any requirements under Section 12.1 of the
Declaration, if any proposed amendment to the Declaration provides for, or the
Regular Trustees otherwise propose to effect, (i) any action that would
adversely affect the powers, preferences or special rights of the Securities,
whether by way of amendment to the Declaration or otherwise, or (ii) the
dissolution, winding-up or termination of the Trust, other than as described in
Section 8.1 of the Declaration, then the Holders of outstanding Securities
voting together as a single class will be entitled to vote on such amendment or
proposal (but not on any other amendment or proposal) and such amendment or
proposal shall not be effective except with the approval of the Holders of at
least a Majority in liquidation amount of the Securities affected thereby,
provided that, if any amendment or proposal referred to in clause (i) above
would adversely affect only the Preferred Securities or only the Common
Securities, then only the affected class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of a Majority in liquidation amount of such class of
Securities.

         (b)      In the event the consent of the Institutional Trustee, as the
holder of the Debentures, is required under the Indenture with respect to any
amendment, modification or termination on the Indenture, the Institutional
Trustee shall request the written direction of the Holders of the Securities
with respect to such amendment, modification or termination and shall vote with
respect to such amendment, modification or termination as directed by a
Majority in liquidation amount of the Securities voting together as a single
class; provided, however, that where a consent under the Indenture would
require the consent of a Super Majority, the Institutional Trustee may only
give such consent at the direction of the Holders of at least the proportion in
liquidation amount of the Securities which the relevant Super Majority
represents of the aggregate principal amount of the Debentures outstanding; and
provided, further, that where a consent or action under the Indenture is only
effective against each holder of Debentures who has consented thereto, such
consent or action will only be effective against a holder of Preferred
Securities who directs the Institutional Trustee to give such consent or take
such action; and provided, further, that the Institutional Trustee shall not
take any action in accordance with the directions of the Holders of the
Securities under this Section 7(b) unless the Institutional Trustee has
obtained an opinion of a nationally recognized tax counsel experienced in such
matters to the effect that for the purposes of United States federal income tax
the Trust will not be classified as other than a grantor trust on account of
such action.

                                      A-11



         (c)      Notwithstanding the foregoing, no amendment or modification
may be made to the Declaration if such amendment or modification would
(i) cause the Trust to be classified for purposes of United States federal
income taxation as other than a grantor trust, (ii) reduce or otherwise
adversely affect the powers of the Institutional Trustee or (iii) cause the
Trust to be deemed an "investment company" which is required to be registered
under the Investment Company Act.

         8.       Pro Rata.

         A reference in these terms of the Securities to any payment,
distribution or treatment as being "Pro Rata" shall mean pro rata to each
Holder according to the aggregate stated liquidation amount of the Securities
held by the relevant Holder in relation to the aggregate stated liquidation
amount of all Securities outstanding unless, in relation to a payment, an Event
of Default under the Declaration has occurred and is continuing, in which case
any funds available to make such payment shall be paid first to each Holder of
the Preferred Securities pro rata according to the aggregate stated liquidation
amount of Preferred Securities held by the relevant Holder relative to the
aggregate stated liquidation amount of all Preferred Securities outstanding,
and only after satisfaction of all amounts owed to the Holders of the Preferred
Securities, to each Holder of Common Securities pro rata according to the
aggregate stated liquidation amount of Common Securities held by the relevant
Holder relative to the aggregate stated liquidation amount of all Common
Securities outstanding.

         9.       Ranking.

         The Preferred Securities rank pari passu, and payment thereon shall be
made Pro Rata, with the Common Securities except that, where an Event of
Default occurs and is continuing, the rights of Holders of the Common
Securities to receive payment of periodic Distributions and payments upon
liquidation, redemption and otherwise will be subordinated to the rights of the
Holders of the Preferred Securities.

         10.      Listing.

         The Regular Trustees shall use their best efforts to cause the
Preferred Securities to be listed for quotation on the NYSE.

         11.      Acceptance of Securities Guarantee and Indenture.

         Each Holder of Preferred Securities and Common Securities, by the
acceptance thereof, agrees to the provisions of the Preferred Securities
Guarantee and the Common Securities Guarantee, respectively, including the
subordination provisions therein, and to the provisions of the Indenture.

         12.      No Preemptive Rights.

         The Holders shall have no preemptive or similar rights to subscribe
for any additional Securities.

                                      A-12



         13.      Miscellaneous.

         These terms constitute a part of the Declaration.

         The Sponsor will provide a copy of the Declaration, the Preferred
Securities Guarantee or the Common Securities Guarantee (as may be appropriate)
and the Indenture to a Holder without charge on written request to the Sponsor
at its principal place of business.

                                      A-13



                                   EXHIBIT A-1

IF THE PREFERRED SECURITY IS A GLOBAL CERTIFICATE, INSERT-[THIS PREFERRED
SECURITY IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE DECLARATION
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY (THE "DEPOSITORY") OR A NOMINEE OF THE DEPOSITORY. THIS PREFERRED
SECURITY IS EXCHANGEABLE FOR PREFERRED SECURITIES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE DECLARATION AND NO TRANSFER OF THIS PREFERRED
SECURITY (OTHER THAN A TRANSFER OF THIS PREFERRED SECURITY AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO
THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN
LIMITED CIRCUMSTANCES.

UNLESS THE PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY PREFERRED SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL BECAUSE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

                     FORM OF PREFERRED SECURITY CERTIFICATE
         Certificate Number: R-1      Number of Preferred Securities: 20,000,000
         CUSIP No.:22238E 20 6

                   Certificate Evidencing Preferred Securities
                                       of
                             COUNTRYWIDE CAPITAL IV
                        6.75% Trust Preferred Securities
                 (liquidation amount $25 per Preferred Security)

         COUNTRYWIDE CAPITAL IV, a statutory trust formed under the laws of the
State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the "Holder")
is the registered owner of 20,000,000 preferred securities of the Trust
representing undivided beneficial interests in the assets of the Trust
designated the 6.75% Trust Preferred Securities (liquidation amount $25 per
Preferred Security) (the "Preferred Securities"). The Preferred Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer. The designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Preferred Securities
represented hereby are issued and shall in all respects be subject to the
provisions of the Amended and Restated Declaration of Trust of the Trust dated
as of April 11, 2003, as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of the Preferred
Securities as set forth in Annex I to the Declaration. Capitalized terms used
herein but


                                      A1-1



not defined shall have the meaning given them in the Declaration. The Holder is
entitled to the benefits of the Preferred Securities Guarantee to the extent
provided therein. The Sponsor will provide a copy of the Declaration, the
Preferred Securities Guarantee and the Indenture to a Holder without charge upon
written request to the Trust at its principal place of business.

         Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.

         In addition, the Holder is deemed to have (i) agreed to the terms of
the Indenture and the Debentures, including that the Debentures are subordinate
and junior in right of payment to all present and future Senior Indebtedness (as
defined in the Indenture) as and to the extent provided in the Indenture and
(ii) agreed to the terms of the Preferred Securities Guarantee, including that
the Preferred Securities Guarantee is subordinate and junior in right of payment
to all present and future Senior Indebtedness of the Sponsor and the Debenture
Guarantor, except those made pari passu or subordinate by their terms, pari
passu with any guarantee now or hereafter entered into by the Sponsor and the
Debenture Guarantor in respect of any preferred or preference stock of any
Affiliate of the Sponsor or the Debenture Guarantor, and senior to the common
stock of the Sponsor and the Debenture Guarantor.

         By acceptance, the Holder agrees to treat, for United States federal
income tax purposes, the Debentures as indebtedness and the Preferred Securities
as evidence of indirect beneficial ownership in the Debentures.

         Unless the Institutional Trustee's Certificate of Authentication hereon
has been properly executed, these Preferred Securities shall not be entitled to
any benefit under the Declaration or be valid or obligatory for any purpose.

                                      A1-2



         IN WITNESS WHEREOF, the Trust has executed this certificate this 11th
day of April 2003.

                                               COUNTRYWIDE CAPITAL IV



                                                By:  ___________________________
                                                Name:
                                                Title:  Regular Trustee

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Preferred Securities referred to in the
within-mentioned Declaration.

dated April 11, 2003                        THE BANK OF NEW YORK,
                                                      as Institutional Trustee



                                                By:  ___________________________
                                                          Authorized Signatory

                                      A1-3




                          [FORM OF REVERSE OF SECURITY]

         Distributions payable on each Preferred Security will be fixed at a
rate per annum of 6.75% (the "Coupon Rate") of the stated liquidation amount of
$25 per Preferred Security, such rate being the rate of interest payable on the
Debentures to be held by the Institutional Trustee. Distributions in arrears for
more than one quarter will bear interest thereon compounded quarterly at the
Coupon Rate ("Compound Interest") (to the extent permitted by applicable law).
The term "Distributions" as used herein includes such cash distributions and any
such interest (including Additional Interest and Compound Interest) payable
unless otherwise stated. A Distribution will be made by the Institutional
Trustee only to the extent that payments are made in respect of the Debentures
held by the Institutional Trustee and to the extent the Institutional Trustee
has funds available in the Institutional Trustee Account. The amount of
Distributions payable for any period will be computed for any full quarterly
Distribution period on the basis of a 360-day year of twelve 30-day months, and
for any period shorter than a full quarterly Distribution period for which
Distributions are computed, Distributions will be computed on the basis of the
actual number of days elapsed per calendar month (but not to exceed 30 days in
any month).

         Except as otherwise described below, Distributions on the Preferred
Securities will be cumulative, will accrue from April 11, 2003 and will be
payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each
year, commencing on July 1, 2003 to Holders of record on the relevant record
dates, which will be, as long as the Preferred Securities remain in book-entry
form, one Business Day prior to the relevant payment date and, in the event the
Preferred Securities are not in book-entry form, the December 15, March 15, June
15 and September 15 next preceding the relevant payment date. Such payment dates
shall correspond to the interest payment dates on the Debentures. If no Event of
Default has occurred and is continuing under the Debentures, the Debenture
Issuer has the right under the Indenture to defer payments of interest by
extending the interest payment period from time to time on the Debentures for a
period not exceeding 20 consecutive quarters (each an "Extension Period"),
provided that no Extension Period shall last beyond the date of the maturity of
the Debentures and, as a consequence of such deferral, quarterly Distributions
will also be deferred. Despite such deferral, quarterly Distributions will
continue to accrue with interest thereon (to the extent permitted by applicable
law) at the Coupon Rate compounded quarterly during any such Extension Period.
Prior to the termination of any such Extension Period, the Debenture Issuer may
further extend such Extension Period; provided that such Extension Period
together with all such previous and further extensions thereof may not exceed 20
consecutive quarters or extend beyond the maturity of the Debentures. Payments
of accrued Distributions will be payable to Holders as they appear on the books
and records of the Trust on the first record date after the end of the Extension
Period. Upon the termination of any Extension Period and the payment of all
amounts then due, the Debenture Issuer may commence a new Extension Period,
subject to the above requirements.

         The Preferred Securities shall be redeemable as provided in the
Declaration.

                                      A1-4



                              [FORM OF ASSIGNMENT]
                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security Certificate to:

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
        (Insert assignee's social security or tax identification number)

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
                    (Insert address and zip code of assignee)

and irrevocably appoints

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
agent to transfer this Preferred Security Certificate on the books of the Trust.
The agent may substitute another to act for him or her.

Date:  ____________________

Signature: ______________________________
     (Sign exactly as your name appears on the other side of this Preferred
Security Certificate)

         (Signature(s) must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Trustee, which requirements include membership
or participation in STAMP or such other "signature guarantee program" as may be
determined by the Trustee in addition to or in substitution for STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.)

                                      A1-5



                                   EXHIBIT A-2
                       FORM OF COMMON SECURITY CERTIFICATE

         THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH
                     SECTION 9.1 OF THE DECLARATION OF TRUST

Certificate Number: R-1                   Number of Common Securities: 618,557

                    Certificate Evidencing Common Securities
                                       of
                             COUNTRYWIDE CAPITAL IV
                             6.75% Common Securities
                  (liquidation amount $25 per Common Security)

         COUNTRYWIDE CAPITAL IV, a statutory trust formed under the laws of the
State of Delaware (the "Trust"), hereby certifies that Countrywide Financial
Corporation (the "Holder") is the registered owner of 618,557 common securities
of the Trust representing undivided beneficial interests in the assets of the
Trust designated the 6.75% Common Securities (liquidation amount $25 per Common
Security) (the "Common Securities"). Except as provided in the Declaration, the
Common Securities are not transferable on the books and records of the Trust, in
person or by a duly authorized attorney, upon surrender of this certificate duly
endorsed and in proper form for transfer. The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Common
Securities represented hereby are issued and shall in all respects be subject to
the provisions of the Amended and Restated Declaration of Trust of the Trust
dated as of April 11, 2003, as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of the Common Securities
as set forth in Annex I to the Declaration. Capitalized terms used herein but
not defined shall have the meaning given them in the Declaration. The Holder is
entitled to the benefits of the Common Securities Guarantee to the extent
provided therein. The Sponsor will provide a copy of the Declaration, the Common
Securities Guarantee and the Indenture to a Holder without charge upon written
request to the Sponsor at its principal place of business.

         Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.

         In addition, the Holder is deemed to have (i) agreed to the terms of
the Indenture and the Debentures, including that the Debentures are subordinate
and junior in right of payment to all present and future Senior Indebtedness (as
defined in the Indenture) as and to the extent provided in the Indenture and
(ii) agreed to the terms of the Common Securities Guarantee, including that the
Common Securities Guarantee is subordinate and junior in right of payment to all
present and future Senior Indebtedness of the Sponsor and the Debenture
Guarantor, except those made pari passu or subordinate by their terms, and pari
passu with any guarantee now or hereafter entered into by the Sponsor and the
Debenture Guarantor in respect of any preferred or preference stock of any
Affiliate of the Sponsor or the Debenture Guarantor, and senior to the common
stock of the Sponsor and the Debenture Guarantor.

                                      A2-1




         By acceptance, the Holder agrees to treat, for United States federal
income tax purposes, the Debentures as indebtedness and the Common Securities as
evidence of indirect beneficial ownership in the Debentures.

         IN WITNESS WHEREOF, the Trust has executed this certificate this 11th
day of April 2033.


                                                    COUNTRYWIDE CAPITAL IV

                                                    By:_________________________
                                                    Name:
                                                    Title:  Regular Trustee

                                      A2-2



                          [FORM OF REVERSE OF SECURITY]

         Distributions payable on each Common Security will be fixed at a rate
per annum of 6.75 (the "Coupon Rate") of the stated liquidation amount of $25
per Common Security, such rate being the rate of interest payable on the
Debentures to be held by the Institutional Trustee. Distributions in arrears for
more than one quarter will bear interest thereon compounded quarterly at the
Coupon Rate ("Compound Interest") (to the extent permitted by applicable law).
The term "Distributions" as used herein includes such cash distributions and any
such interest (including Additional Interest and Compound Interest) payable
unless otherwise stated. A Distribution will be made by the Institutional
Trustee only to the extent that payments are made in respect of the Debentures
held by the Institutional Trustee and to the extent the Institutional Trustee
has funds available in the Institutional Trustee Account. The amount of
Distributions payable for any period will be computed for any full quarterly
Distribution period on the basis of a 360-day year of twelve 30-day months, and
for any period shorter than a full quarterly Distribution period for which
Distributions are computed, Distributions will be computed on the basis of the
actual number of days elapsed per calendar month (but not to exceed 30 days in
any month).

         Except as otherwise described below, distributions on the Common
Securities will be cumulative, will accrue from April 11, 2003 and will be
payable quarterly in arrears on January 1, April 1, July 1 and October 1, of
each year, commencing on July 1, 2003 to Holders of record on the relevant
record dates, which will be, as long as the Preferred Securities remain in
book-entry form, one Business Day prior to the relevant payment date and, in the
event the Preferred Securities are not in book-entry form, the December 15,
March 15, June 15 and September 15, next preceding the relevant payment date.
Such payment dates shall correspond to the interest payment dates on the
Debentures. If no Event of Default has occurred and is continuing under the
Debentures, the Debenture Issuer has the right under the Indenture to defer
payments of interest by extending the interest payment period from time to time
on the Debentures for a period not exceeding 20 consecutive quarters (each an
"Extension Period"), provided that no Extension Period shall last beyond the
date of the maturity of the Debentures and, as a consequence of such deferral,
quarterly Distributions will also be deferred. Despite such deferral, quarterly
Distributions will continue to accrue with interest thereon (to the extent
permitted by applicable law) at the Coupon Rate compounded quarterly during any
such Extension Period. Prior to the termination of any such Extension Period,
the Debenture Issuer may further extend such Extension Period; provided that
such Extension Period together with all such previous and further extensions
thereof may not exceed 20 consecutive quarters or extend beyond the maturity of
the Debentures. Payments of accrued Distributions will be payable to Holders as
they appear on the books and records of the Trust on the first record date after
the end of the Extension Period. Upon the termination of any Extension Period
and the payment of all amounts then due, the Debenture Issuer may commence a new
Extension Period, subject to the above requirements.

         The Common Securities shall be redeemable as provided in the
Declaration.

                                      A2-3



                              [FORM OF ASSIGNMENT]
                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security Certificate to:

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
        (Insert assignee's social security or tax identification number)

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
                    (Insert address and zip code of assignee)

and irrevocably appoints


________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
agent to transfer this Preferred Security Certificate on the books of the Trust.
The agent may substitute another to act for him or her.

Date:  ____________________

Signature: ______________________________
     (Sign exactly as your name appears on the other side of this Preferred
Security Certificate)

         (Signature(s) must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Trustee, which requirements include membership
or participation in STAMP or such other "signature guarantee program" as may be
determined by the Trustee in addition to or in substitution for STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.)

                                      A2-4



                                    EXHIBIT B
                              SPECIMEN OF DEBENTURE

                                      B-1



                                    EXHIBIT C
                             UNDERWRITING AGREEMENT

                                      C-1

EX-4.29

                                                                    EXHIBIT 4.29

                    PREFERRED SECURITIES GUARANTEE AGREEMENT

                             Countrywide Capital IV

                           Dated as of April 11, 2003



                               Table of Contents



                                                                                                                Page
                                                                                                             
                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION

SECTION 1.1  Definitions and Interpretation...................................................................    1

                                   ARTICLE II
                               TRUST INDENTURE ACT

SECTION 2.1  Trust Indenture Act; Application.................................................................    4
SECTION 2.2  Lists of Holders of Securities...................................................................    5
SECTION 2.3  Reports by the Preferred Guarantee Trustee.......................................................    5
SECTION 2.4  Periodic Reports to Preferred Guarantee Trustee..................................................    5
SECTION 2.5  Evidence of Compliance with Conditions Precedent.................................................    5
SECTION 2.6  Events of Default; Waiver........................................................................    6
SECTION 2.7  Event of Default; Notice.........................................................................    6
SECTION 2.8  Conflicting Interests............................................................................    6

                                   ARTICLE III
            POWERS, DUTIES AND RIGHTS OF PREFERRED GUARANTEE TRUSTEE

SECTION 3.1  Powers and Duties of the Preferred Guarantee Trustee.................................................6
SECTION 3.2  Certain Rights of Preferred Guarantee Trustee........................................................8
SECTION 3.3  Not Responsible for Recitals or Issuance of Preferred Securities Guarantee..........................10

                                   ARTICLE IV
                           PREFERRED GUARANTEE TRUSTEE

SECTION 4.1  Preferred Guarantee Trustee; Eligibility............................................................10
SECTION 4.2  Appointment, Removal and Resignation of Preferred Guarantee Trustee.................................11

                                    ARTICLE V
                                    GUARANTEE

SECTION 5.1  Guarantee...........................................................................................12
SECTION 5.2  Waiver of Notice and Demand.........................................................................12
SECTION 5.3  Obligations Not Affected............................................................................12
SECTION 5.4  Enforcement of Guarantee; Rights of Holders.........................................................13
SECTION 5.5  Guarantee of Payment................................................................................14
SECTION 5.6  Subrogation.........................................................................................14
SECTION 5.7  Independent Obligations.............................................................................14


                                       i



                                                                                                             
                                   ARTICLE VI
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 6.1  Limitation of Transactions..........................................................................14
SECTION 6.2  Ranking.............................................................................................15

                                   ARTICLE VII
                                   TERMINATION

SECTION 7.1  Termination.........................................................................................15

                                  ARTICLE VIII
                                 INDEMNIFICATION

SECTION 8.1  Exculpation.........................................................................................16
SECTION 8.2  Indemnification.....................................................................................16

                                   ARTICLE IX
                                  MISCELLANEOUS

SECTION 9.1  Successors and Assigns..............................................................................16
SECTION 9.2  Amendments..........................................................................................17
SECTION 9.3  Notices.............................................................................................17
SECTION 9.4  Benefit.............................................................................................18
SECTION 9.5  Governing Law.......................................................................................18
SECTION 9.6  Genders.............................................................................................18
SECTION 9.7  Counterparts........................................................................................18



                                       ii



                    PREFERRED SECURITIES GUARANTEE AGREEMENT

         This PREFERRED SECURITIES GUARANTEE AGREEMENT (the "Preferred
Securities Guarantee"), dated as of April 11, 2003, is executed and delivered by
Countrywide Financial Corporation, a Delaware corporation, Countrywide Home
Loans, Inc., a New York corporation (each a "Guarantor" and collectively, the
"Guarantors"), and The Bank of New York, a New York banking corporation, as
trustee (the "Preferred Guarantee Trustee"), for the benefit of the Holders (as
defined herein) of the Preferred Securities of Countrywide Capital IV, a
Delaware statutory business trust (the "Issuer").

         WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the
"Declaration"), dated as of April 11, 2003, among the trustees of the Issuer
named therein, Countrywide Financial Corporation, as Sponsor, Countrywide Home
Loans, Inc., as the Debenture Guarantor, and the holders from time to time of
undivided beneficial interests in the assets of the Issuer, the Issuer is
issuing on the Closing Date 20,000,000 preferred securities, having an aggregate
liquidation amount of $500,000,000 and designated as the 6.75% Preferred
Securities (the "Preferred Securities");

         WHEREAS, as incentive for the Holders to purchase the Preferred
Securities, each Guarantor desires irrevocably and unconditionally to agree, on
a joint and several basis, to the extent set forth in this Preferred Securities
Guarantee, to pay to the Holders the Guarantee Payments (as defined herein) and
to make certain other payments on the terms and conditions set forth herein; and

         WHEREAS, each of the Guarantors is also executing and delivering a
guarantee agreement (the "Common Securities Guarantee") in substantially
identical terms to this Preferred Securities Guarantee for the benefit of the
holders of the Common Securities (as defined herein), except that if an Event of
Default (as defined in the Indenture), has occurred and is continuing, the
rights of holders of the Common Securities to receive Guarantee Payments under
the Common Securities Guarantee are subordinated to the rights of Holders to
receive Guarantee Payments under this Preferred Securities Guarantee.

         NOW, THEREFORE, in consideration of the purchase by each Holder, which
purchase each Guarantor hereby agrees shall benefit such Guarantor, each
Guarantor executes and delivers this Preferred Securities Guarantee for the
benefit of the Holders.

                                   ARTICLE I

                         DEFINITIONS AND INTERPRETATION

         SECTION 1.1 Definitions and Interpretation

         In this Preferred Securities Guarantee, unless the context otherwise
requires:

         (a)      capitalized terms used in this Preferred Securities Guarantee
but not defined in the preamble above have the respective meanings assigned to
them in this Section 1.1;



         (b)      any capitalized term not defined in either the preamble above
or this Section 1.1 shall have the respective meaning assigned to it in the
Declaration in effect as of the date hereof;

         (c)      a term defined anywhere in this Preferred Securities Guarantee
has the same meaning throughout;

         (d)      all references to "the Preferred Securities Guarantee" or
"this Preferred Securities Guarantee" are to this Preferred Securities Guarantee
as modified, supplemented or amended from time to time;

         (e)      all references in this Preferred Securities Guarantee to
Articles and Sections are to Articles and Sections of this Preferred Securities
Guarantee, unless otherwise specified;

         (f)      a term defined in the Trust Indenture Act of 1939, as amended
has the same meaning when used in this Preferred Securities Guarantee, unless
otherwise defined in this Preferred Securities Guarantee or unless the context
otherwise requires; and

         (g)      a reference to the singular includes the plural and vice
versa.

         "Affiliate" has the same meaning as given to that term in Rule 405 of
the Securities Act of 1933, as amended, or any successor rule thereunder.

         "Authorized Officer" of a Person means the chairman of the board, the
president, any senior managing director, any managing director, any vice
president, the treasurer, the secretary, the comptroller, any assistant
comptroller, any assistant treasurer, any assistant secretary or any other
officer of such Person generally authorized to bind such Person.

         "Business Day" has the meaning set forth in the Indenture.

         "Closing Date" has the meaning set forth in the Underwriting Agreement.

         "Common Securities" means the securities representing common undivided
beneficial interests in the assets of the Issuer.

         "Corporate Trust Office" means the office of the Preferred Guarantee
Trustee at which the corporate trust business of the Preferred Guarantee Trustee
shall, at any particular time, be principally administered, which office at the
date of execution of this Agreement is located at 101 Barclay Street, New York,
New York 10286.

         "Covered Person" means any Holder or beneficial owner of Preferred
Securities.

         "Debenture Guarantee" has the meaning set forth in the Indenture.

         "Debentures" means the 6.75% Junior Subordinated Debentures due April
1, 2033 issued by the Debenture Issuer to the Issuer.

         "Event of Default" means a default by the Guarantors on any payment or
other obligation under this Preferred Securities Guarantee.

                                       2



         "Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Preferred Securities, to the extent not
paid or made by the Issuer: (i) any accrued and unpaid Distributions (as defined
in the Declaration) that are required to be paid on such Preferred Securities,
to the extent the Issuer shall have funds available therefor, (ii) the
redemption price, including all accrued and unpaid Distributions to the date of
redemption (the "Redemption Price"), to the extent the Issuer has funds
available therefor, with respect to any Preferred Securities called for
redemption by the Issuer, and (iii) upon a voluntary or involuntary dissolution,
winding-up or termination of the Issuer (other than in connection with the
distribution of Debentures to the Holders or the redemption of all of the
Preferred Securities as provided in the Declaration), the lesser of (a) the
aggregate of the liquidation amount and all accrued and unpaid Distributions on
the Preferred Securities to the date of payment, to the extent the Issuer shall
have funds available therefor, and (b) the amount of assets of the Issuer
remaining available for distribution to Holders in liquidation of the Issuer (in
either case, the "Liquidation Distribution"). If an event of default under the
Indenture has occurred and is continuing, the rights of holders of the Common
Securities to receive payments under the Common Securities Guarantee Agreement
are subordinated to the rights of Holders to receive Guarantee Payments.

         "Holder" means any holder, as registered on the books and records of
the Issuer, of any Preferred Securities; provided, however, that, in determining
whether the holders of the requisite percentage of Preferred Securities have
given any request, notice, consent or waiver hereunder, "Holder" shall not
include the Guarantors or any Affiliate of the Guarantors, but only to the
extent that the Issuer has actual knowledge of such ownership.

         "Indemnified Person" means the Preferred Guarantee Trustee, any
Affiliate of the Preferred Guarantee Trustee, or any officers, directors,
shareholders, members, partners, employees, representatives, nominees,
custodians or agents of the Preferred Guarantee Trustee.

         "Indenture" means the Indenture, dated as of April 11, 2003, and the
First Supplemental Indenture thereto, dated as of April 11, 2003, each among the
Debenture Issuer, the Debenture Guarantor and The Bank of New York, as trustee,
and any indenture supplemental thereto pursuant to which certain subordinated
debt securities of the Debenture Issuer are to be issued to the Institutional
Trustee of the Issuer.

         "Majority in liquidation amount of the Securities" means, except as
provided by the Trust Indenture Act, a vote by Holder(s), voting separately as a
class, of more than 50% of the liquidation amount (including the stated amount
that would be paid on redemption, liquidation or otherwise, plus accrued and
unpaid Distributions to the date upon which the voting percentages are
determined) of all outstanding Preferred Securities.

         "Officers' Certificate" means, with respect to any Person, a
certificate signed by two Authorized Officers of such Person. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Preferred Securities Guarantee shall include:

         (a)      a statement that each  Authorized  Officer  signing the
                  Officers'  Certificate has read the covenant or condition and
                  the definition relating thereto;

                                       3



         (b)      a brief statement of the nature and scope of the examination
                  or investigation undertaken by each Authorized Officer in
                  rendering the Officers' Certificate;

         (c)      a statement that each such Authorized Officer has made such
                  examination or investigation as, in such Authorized Officer's
                  opinion, is necessary to enable such Authorized Officer to
                  express an informed opinion as to whether or not such covenant
                  or condition has been complied with; and

         (d)      a statement as to whether, in the opinion of each such
                  Authorized Officer, such condition or covenant has been
                  complied with.

         "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

         "Preferred Guarantee Trustee" means The Bank of New York, a New York
banking corporation, until a Successor Preferred Guarantee Trustee has been
appointed and has accepted such appointment pursuant to the terms of this
Preferred Securities Guarantee and thereafter means each such Successor
Preferred Guarantee Trustee.

         "Resignation Request" has the meaning set forth in Section 4.2(c).

         "Responsible Officer" means, with respect to the Preferred Guarantee
Trustee, any officer within the Corporate Trust Office of the Preferred
Guarantee Trustee with direct responsibility for the administration of this
Preferred Securities Guarantee and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of that officer's knowledge of and familiarity with the particular
subject.

         "Successor Preferred Guarantee Trustee" means a successor Preferred
Guarantee Trustee possessing the qualifications to act as Preferred Guarantee
Trustee under Section 4.1.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended.

         "Underwriting Agreement" means the Underwriting Agreement for the offer
and sale of Preferred Securities substantially in the form of Exhibit C to the
Declaration.

                                   ARTICLE II

                               TRUST INDENTURE ACT

         SECTION 2.1 Trust Indenture Act; Application

         (a)      This Preferred Securities Guarantee is subject to the
provisions of the Trust Indenture Act that are required to be part of this
Preferred Securities Guarantee and shall, to the extent applicable, be governed
by such provisions.

                                       4



         (b)      If and to the extent that any provision of this Preferred
Securities Guarantee limits, qualifies or conflicts with the duties imposed by
Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties
shall control.

         (c)      The application of the Trust Indenture Act to this Preferred
Securities Guarantee shall not affect the nature of the Preferred Securities as
equity securities representing undivided beneficial interests in the assets of
the Issuer.

         SECTION 2.2 Lists of Holders of Securities

         (a)      The Guarantors shall provide the Preferred Guarantee Trustee
with a list, in such form as the Preferred Guarantee Trustee may reasonably
require, of the names and addresses of the Holders ("List of Holders") as of
such date, (i) on each regular record date for the Preferred Securities, and
(ii) at any other time within 30 days of receipt by the Guarantor of a written
request for a List of Holders. Such list shall be as of a date no more than 14
days before such List of Holders is given to the Preferred Guarantee Trustee.
The Guarantors shall not be obligated to provide such List of Holders if at any
time the List of Holders does not differ from the most recent List of Holders
given to the Preferred Guarantee Trustee by the Guarantors. The Preferred
Guarantee Trustee may destroy any List of Holders previously given to it on
receipt of a new List of Holders.

         (b)      The Preferred Guarantee Trustee shall comply with its
obligations under Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

         SECTION 2.3 Reports by the Preferred Guarantee Trustee

         (a)      Within 60 days after May 15 of each year, the Preferred
Guarantee Trustee shall provide to the Holders such reports as are required by
Section 313 of the Trust Indenture Act, if any, in the form and in the manner
provided by Section 313 of the Trust Indenture Act. The Preferred Guarantee
Trustee shall also comply with the requirements of Section 313(d) of the Trust
Indenture Act.

         SECTION 2.4 Periodic Reports to Preferred Guarantee Trustee

         (a)      The Guarantors shall provide to the Preferred Guarantee
Trustee such documents, reports and information as required by Section 314 (if
any) and the compliance certificate required by Section 314 of the Trust
Indenture Act in the form, in the manner and at the times required by Section
314 of the Trust Indenture Act.

         SECTION 2.5 Evidence of Compliance with Conditions Precedent

         The Guarantors shall provide to the Preferred Guarantee Trustee such
evidence of compliance with any conditions precedent, if any, provided for in
this Preferred Securities Guarantee that relate to any of the matters set forth
in Section 314(c) of the Trust Indenture Act. Any certificate or opinion
required to be given by an officer pursuant to Section 314(c)(1) may be given in
the form of an Officers' Certificate.

                                       5



         SECTION 2.6 Events of Default; Waiver

         (a)      The Holders of a Majority in liquidation amount of Preferred
Securities may, by vote, on behalf of all of the Holders waive any past Event of
Default and its consequences. Upon such waiver, any such Event of Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured, for every purpose of this Preferred Securities Guarantee, but
no such waiver shall extend to any subsequent or other default or Event of
Default or impair any right consequent thereon.

         (b)      Notwithstanding the provisions of subsection (a) of this
Section 2.6, the right of any Holder of Preferred Securities to receive payment
of the Guarantee Payments in accordance with this Preferred Securities
Guarantee, or to institute suit for the enforcement of any such payment, shall
not be impaired without the consent of each such Holder.

         SECTION 2.7 Event of Default; Notice

         (a)      The Preferred Guarantee Trustee shall, within 90 days after
the occurrence of an Event of Default, transmit by mail, first class postage
prepaid, to the Holders, notices of all Events of Default actually known to a
Responsible Officer of the Preferred Guarantee Trustee, unless such defaults
have been cured before the giving of such notice, provided, that, the Preferred
Guarantee Trustee shall be protected in withholding such notice if and so long
as a Responsible Officer in good faith determines that the withholding of such
notice is in the interests of the Holders of the Preferred Securities.

         (b)      The Preferred Guarantee Trustee shall not be deemed to have
actual knowledge of any Event of Default unless the Preferred Guarantee Trustee
shall have received written notice, or of which a Responsible Officer charged
with the administration of this Preferred Securities Guarantee shall have
obtained actual knowledge.

         SECTION 2.8 Conflicting Interests

         The Declaration shall be deemed to be specifically described in this
Preferred Securities Guarantee for the purposes of clause (i) of the first
proviso contained in Section 310(b) of the Trust Indenture Act.

                                  ARTICLE III

                     POWERS, DUTIES AND RIGHTS OF PREFERRED
                                GUARANTEE TRUSTEE

         SECTION 3.1 Powers and Duties of the Preferred Guarantee Trustee

         (a)      This Preferred Securities Guarantee shall be held by the
Preferred Guarantee Trustee in trust for the benefit of the Holders, and the
Preferred Guarantee Trustee shall not transfer its right, title and interest in
this Preferred Securities Guarantee to any Person except a Holder exercising his
or her rights pursuant to Section 5.4(d) or to a Successor Preferred Guarantee
Trustee on acceptance by such Successor Preferred Guarantee Trustee of its
appointment to act as Successor Preferred Guarantee Trustee. The right, title
and interest of the

                                        6



Preferred Guarantee Trustee shall automatically vest in any Successor Preferred
Guarantee Trustee, and such vesting and cessation of title shall be effective
whether or not conveyancing documents have been executed and delivered pursuant
to the appointment of such Successor Preferred Guarantee Trustee.

         (b)      If an Event of Default actually known to a Responsible Officer
has occurred and is continuing, the Preferred Guarantee Trustee shall enforce
this Preferred Securities Guarantee for the benefit of the Holders.

         (c)      This Preferred Securities Guarantee and all moneys received by
the Preferred Guarantee Trustee hereunder in respect of the Guarantee Payments
will not be subject to any right, charge, security interest, lien or claim of
any kind in favor of, or for the benefit of, the Preferred Guarantee Trustee or
its agents or their creditors.

         (d)      The Preferred Guarantee Trustee, before the occurrence of any
Event of Default and after the curing of all Events of Default that may have
occurred, shall undertake to perform only such duties as are specifically set
forth in this Preferred Securities Guarantee, and no implied covenants or
obligations shall be read into this Preferred Securities Guarantee against the
Preferred Guarantee Trustee. In case an Event of Default has occurred (that has
not been cured or waived pursuant to Section 2.6) and is actually known to a
Responsible Officer of the Preferred Guarantee Trustee, the Preferred Guarantee
Trustee shall exercise such of the rights and powers vested in it by this
Preferred Securities Guarantee, and use the same degree of care and skill in its
exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

         (e)      No provision of this Preferred Securities Guarantee shall be
construed to relieve the Preferred Guarantee Trustee from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                  (i)      prior to the occurrence of any Event of Default and
         after the curing or waiving of all such Events of Default that may have
         occurred:

                           (A)      the duties and obligations of the Preferred
                  Guarantee Trustee shall be determined solely by the express
                  provisions of this Preferred Securities Guarantee, and the
                  Preferred Guarantee Trustee shall not be liable except for the
                  performance of such duties and obligations as are specifically
                  set forth in this Preferred Securities Guarantee, and no
                  implied covenants or obligations shall be read into this
                  Preferred Securities Guarantee against the Preferred Guarantee
                  Trustee; and

                           (B)      in the absence of bad faith on the part of
                  the Preferred Guarantee Trustee, the Preferred Guarantee
                  Trustee may conclusively rely, as to the truth of the
                  statements and the correctness of the opinions expressed
                  therein, upon any certificates or opinions furnished to the
                  Preferred Guarantee Trustee and conforming to the requirements
                  of this Preferred Securities Guarantee; but in the case of any
                  such certificates or opinions that by any provision hereof are
                  specifically required to be furnished to the Preferred
                  Guarantee Trustee, the

                                        7



                  Preferred Guarantee Trustee shall be under a duty to examine
                  the same to determine whether or not they conform to the
                  requirements of this Preferred Securities Guarantee;

                  (ii)     the Preferred Guarantee Trustee shall not be liable
         for any error of judgment made in good faith by a Responsible Officer,
         unless it shall be proved that the Preferred Guarantee Trustee was
         negligent in ascertaining the pertinent facts upon which such judgment
         was made;

                  (iii)    the Preferred Guarantee Trustee shall not be liable
         with respect to any action taken or omitted to be taken by it in good
         faith in accordance with the direction of the Holders of not less than
         a Majority in liquidation amount of the Preferred Securities relating
         to the time, method and place of conducting any proceeding for any
         remedy available to the Preferred Guarantee Trustee, or exercising any
         trust or power conferred upon the Preferred Guarantee Trustee under
         this Preferred Securities Guarantee; and

                  (iv)     no provision of this Preferred Securities Guarantee
         shall require the Preferred Guarantee Trustee to expend or risk its own
         funds or otherwise incur personal financial liability in the
         performance of any of its duties or in the exercise of any of its
         rights or powers, if the Preferred Guarantee Trustee shall have
         reasonable grounds for believing that the repayment of such funds or
         liability is not reasonably assured to it under the terms of this
         Preferred Securities Guarantee or indemnity, reasonably satisfactory to
         the Preferred Guarantee Trustee, against such risk or liability is not
         reasonably assured to it.

         SECTION 3.2 Certain Rights of Preferred Guarantee Trustee

         (a)      Subject to the provisions of Section 3.1:

                  (i)      The Preferred Guarantee Trustee may conclusively
         rely, and shall be fully protected in acting or refraining from acting
         upon, any resolution, certificate, statement, instrument, opinion,
         report, notice, request, direction, consent, order, bond, debenture,
         note, other evidence of indebtedness or other paper or document
         believed by it in good faith to be genuine and to have been signed,
         sent or presented by the proper party or parties.

                  (ii)     Any direction or act of each of the Guarantors
         contemplated by this Preferred Securities Guarantee shall be
         sufficiently evidenced by an Officers' Certificate.

                  (iii)    Whenever, in the administration of this Preferred
         Securities Guarantee, the Preferred Guarantee Trustee shall deem it
         desirable that a matter be proved or established before taking,
         suffering or omitting any action hereunder, the Preferred Guarantee
         Trustee (unless other evidence is herein specifically prescribed) may,
         in the absence of bad faith on its part, request and conclusively rely
         upon an Officers' Certificate which, upon receipt of such request,
         shall be promptly delivered by each of the Guarantors.

                                       8



                  (iv)     The Preferred Guarantee Trustee shall have no duty to
         see to any recording, filing or registration of any instrument (or any
         rerecording, refiling or registration thereof).

                  (v)      The Preferred Guarantee Trustee may consult with
         counsel of its selection, and the written advice or opinion of such
         counsel with respect to legal matters shall be full and complete
         authorization and protection in respect of any action taken, suffered
         or omitted by it hereunder in good faith and in accordance with such
         advice or opinion. Such counsel may be counsel to the Guarantors or any
         of their respective Affiliates and may include any of its employees.
         The Preferred Guarantee Trustee shall have the right at any time to
         seek instructions concerning the administration of this Preferred
         Securities Guarantee from any court of competent jurisdiction.

                  (vi)     The Preferred Guarantee Trustee shall be under no
         obligation to exercise any of the rights or powers vested in it by this
         Preferred Securities Guarantee at the request or direction of any
         Holder, unless such Holder shall have provided to the Preferred
         Guarantee Trustee such security and indemnity, reasonably satisfactory
         to the Preferred Guarantee Trustee, against the costs, expenses
         (including attorneys' fees and expenses and the expenses of the
         Preferred Guarantee Trustee's agents, nominees or custodians) and
         liabilities that might be incurred by it in complying with such request
         or direction, including such reasonable advances as may be requested by
         the Preferred Guarantee Trustee; provided that, nothing contained in
         this Section 3.2(a)(vi) shall relieve the Preferred Guarantee Trustee,
         upon the occurrence of an Event of Default which has not been cured or
         waived, of its obligation to exercise the rights and powers vested in
         it by this Preferred Securities Guarantee and to use the same degree of
         care and skill in this exercise, as a prudent person would exercise or
         use under the circumstances in the conduct of his or her own affairs.

                  (vii)    The Preferred Guarantee Trustee shall not be bound to
         make any investigation into the facts or matters stated in any
         resolution, certificate, statement, instrument, opinion, report,
         notice, request, direction, consent, order, bond, debenture, note,
         other evidence of indebtedness or other paper or document, but the
         Preferred Guarantee Trustee, in its discretion, may make such further
         inquiry or investigation into such facts or matters as it may see fit
         at the sole cost of the Guarantor and shall incur no liability or
         additional liability of any kind by reason of such inquiry or
         investigation.

                  (viii)   The Preferred Guarantee Trustee may execute any of
         the trusts or powers hereunder or perform any duties hereunder either
         directly or through agents, nominees, custodians or attorneys, and the
         Preferred Guarantee Trustee shall not be responsible for any misconduct
         or negligence on the part of any agent or attorney appointed with due
         care by it hereunder.

                  (ix)     Any action taken by the Preferred Guarantee Trustee
         or its agents hereunder shall bind the Holders, and the signature of
         the Preferred Guarantee Trustee or its agents alone shall be sufficient
         and effective to perform any such action. No third party shall be
         required to inquire as to the authority of the Preferred Guarantee
         Trustee to so act or as to its compliance with any of the terms and
         provisions of this Preferred

                                       9



         Securities Guarantee, both of which shall be conclusively evidenced by
         the Preferred Guarantee Trustee's or its agent's taking such action.

                  (x)      Whenever in the administration of this Preferred
         Securities Guarantee the Preferred Guarantee Trustee shall deem it
         desirable to receive instructions with respect to enforcing any remedy
         or right or taking any other action hereunder, the Preferred Guarantee
         Trustee (i) may request instructions from the Holders of a Majority in
         liquidation amount of the Preferred Securities, (ii) may refrain from
         enforcing such remedy or right or taking such other action until such
         instructions are received, and (iii) shall be protected in conclusively
         relying on or acting in accordance with such instructions.

                  (xi)     Except as otherwise expressly provided by this
         Preferred Securities Guarantee, the Preferred Guarantee Trustee shall
         not be under any obligation to take any action that is discretionary
         under the provisions of this Preferred Securities Guarantee.

                  (xii)    The rights, privileges, protections, immunities and
         benefits given to the Preferred Guarantee Trustee, including, without
         limitation, its rights to be indemnified, are extended to, and shall be
         enforceable by, the Preferred Guarantee Trustee in each of its
         capacities hereunder, and to each agent, custodian or other Person
         employed by it to act hereunder.

         (b)      No provision of this Preferred Securities Guarantee shall be
deemed to impose any duty or obligation on the Preferred Guarantee Trustee to
perform any act or acts or exercise any right, power, duty or obligation
conferred or imposed on it in any jurisdiction in which it shall be illegal, or
in which the Preferred Guarantee Trustee shall be unqualified or incompetent in
accordance with applicable law, to perform any such act or acts or to exercise
any such right, power, duty or obligation. No permissive power or authority
available to the Preferred Guarantee Trustee shall be construed to be a duty.

         SECTION 3.3 Not Responsible for Recitals or Issuance of Preferred
Securities Guarantee

         The recitals contained in this Preferred Securities Guarantee shall be
taken as the statements of the Guarantor, and the Preferred Guarantee Trustee
does not assume any responsibility for their correctness. The Preferred
Guarantee Trustee makes no representation as to the validity or sufficiency of
this Preferred Securities Guarantee.

                                   ARTICLE IV

                           PREFERRED GUARANTEE TRUSTEE

         SECTION 4.1 Preferred Guarantee Trustee; Eligibility

         (a)      There shall at all times be a Preferred Guarantee Trustee
which shall:

                  (i)      not be an Affiliate of either of the Guarantors; and

                                       10



                  (ii)     be a corporation organized and doing business under
         the laws of the United States of America or any State or territory
         thereof or of the District of Columbia, or a corporation or Person
         permitted by the Securities and Exchange Commission to act as an
         institutional trustee under the Trust Indenture Act, authorized under
         such laws to exercise corporate trust powers, having a combined capital
         and surplus of at least 50 million U.S. dollars ($50,000,000), and
         subject to supervision or examination by federal, state, territorial or
         District of Columbia authority. If such corporation publishes reports
         of condition at least annually, pursuant to law or to the requirements
         of the supervising or examining authority referred to above, then, for
         the purposes of this Section 4.1(a)(ii), the combined capital and
         surplus of such corporation shall be deemed to be its combined capital
         and surplus as set forth in its most recent report of condition so
         published.

         (b)      If at any time the Preferred Guarantee Trustee shall cease to
be eligible to so act under Section 4.1(a), the Preferred Guarantee Trustee
shall immediately resign in the manner and with the effect set out in Section
4.2(c).

         (c)      If the Preferred Guarantee Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Preferred Guarantee Trustee and Guarantor shall in all
respects comply with the provisions of Section 310(b) of the Trust Indenture
Act.

         SECTION 4.2 Appointment, Removal and Resignation of Preferred Guarantee
Trustee

         (a)      Subject to Section 4.2(b), the Preferred Guarantee Trustee may
be appointed or removed without cause at any time by either of the Guarantors.

         (b)      The Preferred Guarantee Trustee shall not be removed in
accordance with Section 4.2(a) until a Successor Preferred Guarantee Trustee has
been appointed and has accepted such appointment by written instrument executed
by such Successor Preferred Guarantee Trustee and delivered to the Guarantors
and to the Preferred Guarantee Trustee being removed.

         (c)      The Preferred Guarantee Trustee appointed to office shall hold
office until a Successor Preferred Guarantee Trustee shall have been appointed
or until its removal or resignation. The Preferred Guarantee Trustee may resign
from office (without need for prior or subsequent accounting) by an instrument
(a "Resignation Request") in writing executed by the Preferred Guarantee Trustee
and delivered to the Guarantors which resignation shall take effect upon such
delivery or upon such later date as is specified therein; provided, however,
that no such resignation of the Preferred Guarantee Trustee shall be effective
until a Successor Preferred Guarantee Trustee has been appointed and has
accepted such appointment by instrument in writing executed by such Successor
Preferred Guarantee Trustee and delivered to the Guarantor and the resigning
Preferred Guarantee Trustee.

         (d)      If no Successor Preferred Guarantee Trustee shall have been
appointed and accepted appointment as provided in this Section 4.2 within 60
days after delivery to the Guarantors of a Resignation Request, the resigning
Preferred Guarantee Trustee may petition at the expense of the Company any court
of competent jurisdiction for appointment of a Successor

                                       11



Preferred Guarantee Trustee. Such court may thereupon, after prescribing such
notice, if any, as it may deem proper, appoint a Successor Preferred Guarantee
Trustee.

         (e)      No Preferred Guarantee Trustee shall be liable for the acts or
omissions to act of any Successor Preferred Guarantee Trustee.

         (f)      Upon termination of this Preferred Securities Guarantee or
removal or resignation of the Preferred Guarantee Trustee pursuant to this
Section 4.2, the Guarantors shall, jointly and severally, pay to the Preferred
Guarantee Trustee all amounts accrued to the date of such termination, removal
or resignation.

                                    ARTICLE V

                                    GUARANTEE

         SECTION 5.1 Guarantee

         Each of the Guarantors irrevocably and unconditionally agrees, on a
joint and several basis, to pay in full to the Holders the Guarantee Payments
(without duplication of amounts theretofore paid by the Issuer), except to the
extent paid by the Issuer, as and when due, regardless of any defense, right of
set-off or counterclaim that the Issuer may have or assert, other than the
defense of payment. The Guarantors' obligation to make a Guarantee Payment may
be satisfied by direct payment of the required amounts by either or both of the
Guarantors to the Holders or by causing the Issuer to pay such amounts to the
Holders.

         SECTION 5.2 Waiver of Notice and Demand

         The Guarantors hereby waive notice of acceptance of this Preferred
Securities Guarantee and of any liability to which it applies or may apply,
presentment, demand for payment, any right to require a proceeding first against
the Issuer or any other Person before proceeding against each of the Guarantors,
protest, notice of nonpayment, notice of dishonor, notice of redemption and all
other notices and demands.

         SECTION 5.3 Obligations Not Affected

         The obligations, covenants, agreements and duties of the Guarantors
under this Preferred Securities Guarantee shall in no way be affected or
impaired by reason of the happening from time to time of any of the following:

         (a)      the release or waiver, by operation of law or otherwise, of
the performance or observance by the Issuer of any express or implied agreement,
covenant, term or condition relating to the Preferred Securities to be performed
or observed by the Issuer;

         (b)      the extension of time for the payment by the Issuer of all or
any portion of the Distributions, Redemption Price, Liquidation Distribution or
any other sums payable under the terms of the Preferred Securities or the
extension of time for the performance of any other obligation under, arising out
of, or in connection with, the Preferred Securities (other than an extension of
time for payment of Distributions, Redemption Price, Liquidation Distribution or

                                       12



other sum payable that results from the extension of any interest payment period
on the Debentures or any extension of the maturity date of the Debentures
permitted by the Indenture);

         (c)      any failure, omission, delay or lack of diligence on the part
of the Holders to enforce, assert or exercise any right, privilege, power or
remedy conferred on the Holders pursuant to the terms of the Preferred
Securities, or any action on the part of the Issuer granting indulgence or
extension of any kind;

         (d)      the voluntary or involuntary liquidation, dissolution, sale of
any collateral, receivership, insolvency, bankruptcy, assignment for the benefit
of creditors, reorganization, arrangement, composition or readjustment of debt
of, or other similar proceedings affecting, the Issuer or any of the assets of
the Issuer;

         (e)      any invalidity of, or defect or deficiency in, the Preferred
Securities;

         (f)      the settlement or compromise of any obligation guaranteed
hereby or hereby incurred; or

         (g)      any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a guarantor, it being
the intent of this Section 5.3 that the obligations of the Guarantors hereunder
shall be absolute and unconditional under any and all circumstances.

         There shall be no obligation of the Holders to give notice to, or
obtain consent of, the Guarantors with respect to the happening of any of the
foregoing.

         SECTION 5.4 Enforcement of Guarantee; Rights of Holders

         Each of the Guarantors and the Preferred Guarantee Trustee expressly
acknowledge that:

         (a)      this Preferred Securities Guarantee will be deposited with the
Preferred Guarantee Trustee to be held for the benefit of the Holders;

         (b)      the Preferred Guarantee Trustee has the right to enforce this
Preferred Securities Guarantee on behalf of the Holders;

         (c)      the Holders of a Majority in liquidation amount of the
Preferred Securities have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Preferred Guarantee
Trustee in respect of this Preferred Securities Guarantee or exercising any
trust or power conferred upon the Preferred Guarantee Trustee under this
Preferred Securities Guarantee; and

         (d)      any Holder may institute a legal proceeding directly against
each of the Guarantors to enforce the Preferred Guarantee Trustee's rights and
the obligations of the Guarantor under this Preferred Securities Guarantee,
without first instituting a legal proceeding against the Issuer, the Preferred
Guarantee Trustee or any other person or entity, and each of the Guarantors
waives any right or remedy to require that any action be brought first against
the Issuer or any other person or entity before proceeding directly against each
of the Guarantors.

                                       13



         SECTION 5.5 Guarantee of Payment

         This Preferred Securities Guarantee creates a guarantee of payment and
not of collection. This Preferred Securities Guarantee will not be discharged
except by payment of the Guarantee Payments in full (without duplication of
amounts therefor paid by the Issuer) or upon distribution to the Holders of the
Preferred Securities of the Debentures in accordance with the terms of the
Declaration and the Indenture.

         SECTION 5.6 Subrogation

         Each of the Guarantors shall be subrogated to all (if any) rights of
the Holders against the Issuer in respect of any amounts paid to such Holders by
such Guarantor under this Preferred Securities Guarantee; provided, however,
that neither Guarantor shall (except to the extent required by mandatory
provisions of law) be entitled to enforce or exercise any right that it may
acquire by way of subrogation or any indemnity, reimbursement or other
agreement, in all cases as a result of payment under this Preferred Securities
Guarantee, if, at the time of any such payment, any amounts are due and unpaid
under this Preferred Securities Guarantee. If any amount shall be paid to the
Guarantors in violation of the preceding sentence, each of the Guarantors agrees
to hold such amount in trust for the Holders and to pay over such amount to the
Holders.

         SECTION 5.7 Independent Obligations

         Each of the Guarantors acknowledges that its obligations hereunder are
independent of the obligations of the Issuer with respect to the Preferred
Securities, and that such Guarantor shall be liable as principal and as debtor
hereunder to make Guarantee Payments pursuant to the terms of this Preferred
Securities Guarantee notwithstanding the occurrence of any event referred to in
subsections (a) through (g), inclusive, of Section 5.3 hereof.

                                   ARTICLE VI

                    LIMITATION OF TRANSACTIONS; SUBORDINATION

         SECTION 6.1 Limitation of Transactions

         So long as any Preferred Securities remain outstanding, if (a) there
shall have occurred an Event of Default, (b) there shall have occurred an Event
of Default (as defined under the Indenture) or (c) the Debenture Issuer has
exercised its option to defer interest payments on the Debentures by extending
the interest payment period as provided in Article IV of the First Supplemental
Indenture to the Indenture, and such period or extension thereof shall be
continuing, then (i) neither Guarantor shall declare or pay any dividend on,
make any distribution with respect to, or redeem, purchase, acquire, or make a
liquidation payment relating to, any of its capital stock (other than (A)
repurchases, redemptions or other acquisitions of shares of capital stock of
such Guarantor in connection with the satisfaction by the Guarantor of its
obligations under any employee benefit plans or any other contractual obligation
of such Guarantor (other than a contractual obligation ranking pari passu with
or junior to the Debentures or the Debenture Guarantee in the respective cases
of the Debenture Issuer or the Debenture Guarantor), (B) as a result of a
reclassification of the capital stock of such Guarantor or an

                                       14



exchange or conversion of one class or series of the capital stock of such
Guarantor for another class or series of the capital stock of such Guarantor,
(C) the purchase of fractional interests in shares of the capital stock of such
Guarantor pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged or (D) dividends and
distributions made on the capital stock of either Guarantor or rights to acquire
such capital stock with capital stock of either Guarantor or other rights to
acquire such capital stock), (ii) neither Guarantor shall make any payment of
interest, principal or premium on, or repay, repurchase or redeem any debt
securities issued by such Guarantor that rank pari passu with or junior to the
Debentures or the Debenture Guarantee in the respective cases of the Debenture
Issuer or the Debenture Guarantor and (iii) neither Guarantor shall make any
guarantee payments with respect to the foregoing (other than pursuant to this
Preferred Securities Guarantee or the Debenture Guarantee). Notwithstanding the
foregoing, the exception for distributions on capital stock of either Guarantor
provided under clause (i)(D) above shall not be applicable during an Extension
Period.

         In addition, so long as any Preferred Securities remain outstanding,
Countrywide Financial Corporation (i) will remain the sole direct or indirect
owner of all of the outstanding Common Securities; provided that any permitted
successor of Countrywide Financial Corporation under the Indenture may succeed
to Countrywide Financial Corporation's ownership of the Common Securities and
(ii) will not take any action which would cause the Issuer to cease to be
treated as a grantor trust for United States federal income tax purposes.

         SECTION 6.2 Ranking

         This Preferred Securities Guarantee will constitute an unsecured
obligation of each of the Guarantors and will rank (i) subordinate and junior in
right of payment to all Senior Indebtedness of each of the Guarantors, except
those made pari passu or subordinate by their terms, (ii) pari passu with the
most senior preferred or preference stock now or hereafter issued by any of the
Guarantors and with any guarantee now or hereafter entered into by the
Guarantors in respect of any preferred or preference stock of any Affiliate of
the Guarantors, and (iii) senior to each Guarantor's common stock.

                                   ARTICLE VII

                                   TERMINATION

         SECTION 7.1 Termination

         This Preferred Securities Guarantee shall terminate and be of no
further force and effect upon (i) full payment of the Redemption Price of all
Preferred Securities, (ii) upon the distribution of the Debentures to all of the
Holders or (iii) upon full payment of the amounts payable in accordance with the
Declaration upon liquidation of the Issuer. Notwithstanding the foregoing, this
Preferred Securities Guarantee will continue to be effective or will be
reinstated, as the case may be, if at any time any Holder must restore payment
of any sums paid under the Preferred Securities or under this Preferred
Securities Guarantee.

                                       15



                                  ARTICLE VIII

                                 INDEMNIFICATION

         SECTION 8.1 Exculpation

         (a)      No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Guarantors or any Covered Person for
any loss, damage or claim incurred by reason of any act or omission performed or
omitted by such Indemnified Person in good faith in accordance with this
Preferred Securities Guarantee and in a manner that such Indemnified Person
reasonably believed to be within the scope of the authority conferred on such
Indemnified Person by this Preferred Securities Guarantee or by law, except that
an Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person's negligence or willful misconduct
with respect to such acts or omissions.

         (b)      An Indemnified Person shall be fully protected in relying in
good faith upon the records of the Guarantors and upon such information,
opinions, reports or statements presented to each of the Guarantors by any
Person as to matters the Indemnified Person reasonably believes are within such
other Person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Guarantors, including information,
opinions, reports or statements as to the value and amount of the assets,
liabilities, profits, losses, or any other facts pertinent to the existence and
amount of assets from which Distributions to Holders might properly be paid.

         SECTION 8.2 Indemnification

         To the fullest extent permitted by applicable law, each of the
Guarantors agrees, on a joint and several basis, to indemnify each Indemnified
Person for, and to hold each Indemnified Person harmless against, any loss,
liability or expense incurred by such Indemnified Person by reason of any act or
omission performed or omitted by such Indemnified Person without negligence or
bad faith on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and
expenses (including reasonable legal fees and expenses) of defending itself
against, or investigating, any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder. The obligation
to indemnify as set forth in this Section 8.2 shall survive the resignation or
removal of the Preferred Guarantee Trustee and the termination of this Preferred
Securities Guarantee.

                                   ARTICLE IX

                                  MISCELLANEOUS

         SECTION 9.1 Successors and Assigns

         All guarantees and agreements contained in this Preferred Securities
Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of the Guarantor and shall inure to the benefit of the Holders
of the Preferred Securities then outstanding. Except in connection with any
merger or consolidation of either of the Guarantors with or into another entity
or any

                                       16



sale, transfer or lease of such Guarantor's assets to another entity, each as
permitted by the Indenture, neither Guarantor may assign its rights or delegate
its obligations under this Preferred Securities Guarantee without the prior
approval of the Holders of at least a Majority in liquidation amount of the
Preferred Securities then outstanding.

         SECTION 9.2 Amendments

         Except with respect to any changes that do not adversely affect the
rights of Holders (in which case no consent of Holders will be required), this
Preferred Securities Guarantee may only be amended with the prior approval of
the Holders of at least a Majority in liquidation amount of all the outstanding
Preferred Securities. The provisions of Section 12.2 of the Declaration with
respect to meetings of Holders apply to the giving of such approval.

         SECTION 9.3 Notices

         All notices provided for in this Preferred Securities Guarantee shall
be in writing, duly signed by the party giving such notice, and shall be
delivered, telecopied or mailed by first class mail, as follows:

         (a)      If given to the Preferred Guarantee Trustee, at the Preferred
Guarantee Trustee's mailing address set forth below (or such other address as
the Preferred Guarantee Trustee may give notice of to the Holders):

                           The Bank of New York
                           101 Barclay Street
                           New York, New York  10286
                           Attention: Corporate Trust Administration
                           Telecopy: (212) 815-5707

         (b)      If given to the Guarantors, at the mailing address set forth
below (or such other address as each of the Guarantors may give notice of to the
Holders):

                           Countrywide Financial Corporation
                           4500 Park Granada
                           Calabasas, California  91302
                           Attention:  General Counsel

                           Countrywide Home Loans, Inc.
                           4500 Park Granada
                           Calabasas, California  91302
                           Attention:

         (c)      If given to any Holder, at the address set forth on the books
and records of the Issuer.

         All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which

                                       17



no notice was given, such notice or other document shall be deemed to have been
delivered on the date of such refusal or inability to deliver.

         SECTION 9.4 Benefit

         This Preferred Securities Guarantee is solely for the benefit of the
Holders and, subject to Section 3.1(a), is not separately transferable from the
Preferred Securities.

         SECTION 9.5 Governing Law

         THIS PREFERRED SECURITIES GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND ALL
RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO PRINCIPLES
OF CONFLICT OF LAWS.

         SECTION 9.6 Genders

         The masculine, feminine and neuter genders used herein shall include
the masculine, feminine and neuter genders.

         SECTION 9.7 Counterparts

         This Preferred Securities Guarantee may be executed in counterparts,
each of which shall be an original, but such counterparts shall together
constitute one and the same instrument.

                                       18



         THIS PREFERRED SECURITIES GUARANTEE is executed as of the day and year
first above written.

COUNTRYWIDE FINANCIAL CORPORATION,
as Guarantor

By:_____________________________________
   Name:
   Title:

COUNTRYWIDE HOME LOANS, INC.
as Guarantor

By:_____________________________________
   Name:
   Title:

THE BANK OF NEW YORK,
as Preferred Guarantee Trustee

By:_____________________________________
   Name:
   Title:

                                       19

EX-8.2

                                                                     EXHIBIT 8.2

                      OPINION OF MUNGER, TOLLES & OLSON LLP
                            AS TO CERTAIN TAX MATTERS

                                 April 11, 2003

Countrywide Financial Corporation
Countrywide Capital IV
4500 Park Granada
Calabasas, CA 91302

Ladies and Gentlemen:

                  We have acted as tax counsel to Countrywide Financial
Corporation, a Delaware corporation (the "Company"), and Countrywide Capital IV,
a Delaware statutory trust (the "Trust"), in connection with the issuance by the
Trust of 20,000,000 of its 6.75% Trust Preferred Securities having an aggregate
liquidation amount equal to $500,000,000 (the "Trust Preferred Securities"), as
described in that certain prospectus dated March 20, 2003, relating to the Trust
Preferred Securities (the "Prospectus"), as supplemented by that certain
prospectus supplement, dated April 4, 2003, relating to the Trust Preferred
Securities (the "Prospectus Supplement"). The Trust Preferred Securities will
represent beneficial ownership interests in the assets of the Trust, which will
consist of the Company's 6.75% Junior Subordinated Deferrable Interest Debenture
due April 1, 2033 (the "Subordinated Debentures"). This opinion is being
provided to you in accordance with the requirements of Item 601(b)(8) of
Regulation S-K under the Securities Act of 1933.

                  In rendering our opinion set forth below, we have made such
legal and factual examinations and inquiries and obtained such advice,
assurances and certificates as we have deemed necessary and advisable under the
circumstances, including, but not limited to, a review of the Registration
Statement on Form S-3 (File No. 333-103623) and pre-effective amendment number 1
thereto covering the registration under the Securities Act of 1933, as amended,
and the rules and regulations of the Securities and Exchange Commission
thereunder, of the securities described therein, including the Trust Preferred
Securities and the Subordinated Debentures, as well as the Prospectus and
Prospectus Supplement thereunder and other forms of documents, agreements and
certificates filed therewith, and have assumed that the transactions described
in such materials are performed in the manner described therein.

                  In addition, we have considered the current provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations
promulgated thereunder, judicial decisions and Internal Revenue Service
("Service") rulings, all of which are subject to change, possibly with
retroactive effect. A change in the authorities upon which our opinion is based
could affect our conclusions. There can be no assurances, moreover, that the
opinion expressed herein will be accepted by the Service or, if challenged, by a
court.



                  Based solely upon and subject to the foregoing, we are of the
opinion that:

         (1)  the Subordinated Debentures will be classified as indebtedness of
         the Company for United States federal income tax purposes;

         (2) the Trust will be classified as a grantor trust for United States
         federal income tax purposes and not as an association taxable as a
         corporation; and

         (3) although the discussion in the Prospectus Supplement under the
         caption "United States Federal Income Taxation" does not purport to
         discuss all possible United States federal income tax consequences of
         purchase, ownership and disposition of the Trust Preferred Securities,
         such discussion, insofar as it constitutes a summary of matters of law
         or legal conclusions, and based on the assumptions and subject to the
         qualifications and limitations set forth therein, constitutes an
         accurate summary of the matters discussed therein in all material
         respects.

                  Except as set forth above, we express no opinion to any party
as to the tax consequences, whether federal, state, local or foreign, of the
issuance of the Trust Preferred Securities, the Subordinated Debentures or of
any transaction related to or contemplated by such issuance. We disclaim any
undertaking to advise you of any subsequent changes of the facts stated or
assumed herein or any subsequent changes in applicable law. We hereby consent to
the filing of this opinion as an exhibit to the Company's Current Report on Form
8-K and to references to our firm under the captions "United States Federal
Income Taxation" and "Legal Matters" in the Prospectus Supplement. In giving
this consent, we do not admit that we are in the category of persons whose
consent is required by Section 7 of the Securities Act of 1933.

                                           Very truly yours,

                                           /s/ MUNGER, TOLLES & OLSON LLP