exv10w7

COUNTRYWIDE FINANCIAL CORPORATION

Exhibit 10.7

COUNTRYWIDE FINANCIAL CORPORATION

2006 Equity Incentive Plan

Performance-Based

Restricted Stock Award Agreement

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

Section 1. Award. In accordance with the Plan, the Company hereby grants to the Participant this Award which represents the right to receive Stock (the “Covered Shares”) set forth on the Award Statement (the “Statement”) linked electronically hereto. This Award is in all respects limited and conditioned as provided herein. Except where the context clearly implies to the contrary, any capitalized terms in this award shall have the meaning ascribed to them in the Plan.

Section 2. Terms of Award. The following words and phrases relating to the grant of the Award shall have the following meanings:

(a) The “Participant” is the individual recipient of the Award on the specified Grant Date.

(b) The “Grant Date” is [ ].

(c) The number of “Covered Shares” is the number of shares of Stock awarded to the Participant on the Grant Date as reflected in the corporate records and set forth on the Statement.

Section 3. Restricted Period. This Agreement along with the Statement evidences the Company’s grant to the Participant as of the Grant Date, on the terms and conditions described in this Agreement and in the Plan, the right of the Participant to receive Stock free of restrictions once the Restricted Period ends. Subject to the limitations of the Award Terms, the “Restricted Period” for each installment of Covered Shares (“Installment”) shall begin on the Grant Date and end when the Earnings Per Share (“EPS”) goals of the Company have been attained pursuant to the following schedule (if the Participant has not had a Termination of Service before the end of the Restricted Period):


Installment	End of Restricted Period^*	Cumulative EPS Goals
[___]%	[Insert Date]	$[XX.XX] (EPS for [Insert year] only)
[___]%	[Insert Date]	$[XX.XX] (EPS for [Insert year] only)
[___]%	[Insert Date]	$[XX.XX] (EPS for [Insert year] only)
Remaining restricted Units	[Insert Date]	$[XX.XX] (EPS for [Insert year] only)

(a) Notwithstanding the foregoing provisions of this Section 3, the Restricted Period shall cease immediately upon the earliest of the following events to occur, whether or not the cumulative EPS Goals have been met: (i) a Change in Control that occurs on or before the Participant’s Termination of Service; or (ii) the Participant’s Termination of Service as a result of the Participant’s Death, Disability or Retirement.

(b) In the event the Participant’s Termination of Service other than due to Death, Disability or Retirement occurs prior to the expiration of one or more Restricted Periods, the Participant shall forfeit all rights, title and interest in and to any Installment(s) of Covered Shares still subject to a Restricted Period as of the Participant’s Termination of Service date.

Section 4. Withholding. All deliveries of Covered Shares pursuant to this Agreement shall be subject to withholding of all applicable taxes. The Company shall have the right to require the Participant (or if applicable, permitted assigns, heirs or Designated Beneficiaries) to remit to the Company an amount sufficient to satisfy any tax requirements prior to the delivery date of any certificate or certificates for Stock under this Agreement. At the election of the Participant, subject to the rules and limitations as may be established by the Committee, such withholding obligations may be satisfied through the surrender of shares of Common Stock which the Participant already owns, or to which Participant is otherwise entitled under the Plan.

Section 5. Heirs and Successors. The Award Terms shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of the Participant or benefits distributable to the Participant under this Agreement have not been settled or distributed, respectively, at the time of the Participant’s Death, such rights shall be settled and payable to the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee on the form found in the Benefits Bookstore on HRCentral, or such other form as the Committee may require. The designation of beneficiary form may be amended or revoked from time to time by the Participant. If a deceased Participant fails to designate a beneficiary, or if the Designated


^*		Provided Cumulative EPS Goals are achieved.

Beneficiary does not survive the Participant, any rights that would have been payable to the Participant and shall be payable to the legal representative of the estate of the Participant. If a deceased Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the settlement of Designated Beneficiary’s rights under this Agreement, then any rights that would have been payable to the Designated Beneficiary shall be payable to the legal representative of the estate of the Designated Beneficiary.

Section 6. Non-Transferability of Award. During the Restricted Period, the Participant shall not sell, assign, transfer, pledge, hypothecate, mortgage, encumber or dispose of any Units awarded under this Agreement.

Section 7. Dividends. The Participant shall be entitled to receive dividends and distributions paid on the Restricted Stock during the Restricted Period; provided, however, that no dividends or distributions shall be payable to or for the benefit of the Participant with respect to record dates for such dividends or distributions occurring before or prior to the Grant Date, or with respect to record dates for such dividends or distributions occurring on or after the date, if any, on which the Participant has forfeited those Covered Shares.

Section 8. Voting Rights. The Participant shall be entitled to vote the Restricted Stock during the Restricted Period; provided, however, that the Participant shall not be entitled to vote Covered Shares with respect to record dates for any Covered Shares occurring on or after the date, if any, on which the Participant has forfeited those Covered Shares.

Section 9. Deposit of Restricted Stock Award. Each certificate issued with respect to Covered Shares awarded under these Award Terms and subject to the restrictions contained herein, shall be registered in the name of the Participant and shall be retained by the Company, or an agent of the Company, until the end of the Restricted Period with respect to such Covered Shares.

Section 10. Administration. The authority to manage and control the operation and administration of the Award Terms and the Plan shall be vested in the Committee, and the Committee shall have all powers with respect to the Award Terms as it has with respect to the Plan. Any interpretation of the Award Terms or the Plan by the Committee and any decision made by it with respect to the Award Terms or the Plan are final and binding on all persons.

Section 11. Plan Governs. Notwithstanding anything in these Award Terms to the contrary, the Award Terms shall be subject to the terms of the Plan, a copy of which may be obtained by the Participant from the office of the Secretary of the Company; and the Award Terms are subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan. Notwithstanding anything in the Award Terms to the contrary, in the event of any discrepancies between the corporate records and the Statement, the corporate records shall control.

Section 12. Not An Employment Contract. The Award will not confer on the Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate or modify the terms of such Participant’s employment or other service at any time.

Section 13. Amendment. The Award Terms may be amended in accordance with the provisions of the Plan, and may otherwise be amended by written agreement of the Participant and the Company without the consent of any other person.

Section 14. Section 409A Amendment. The Committee reserves the right (including the right to delegate such right) to unilaterally amend this Agreement without the consent of the Participant in order to maintain an exclusion from the application of, or to maintain compliance with, Code Section 409A. Participant’s acceptance of this Award constitutes acknowledgement and consent to such rights of the Committee.

Section 15. Statement and Modifications. The Award granted to the Participant under the Award Terms set forth in this Agreement shall be set forth on the Statement. The Participant hereby acknowledges and agrees that the Statement may be revised from time to time by the Company to reflect additional Award grants and any permitted modifications to the Plan and Award granted thereunder. Unless the Participant provides written notice to the Company’s Award Administrator within thirty (30) days of receipt of the Statement at the principal office of the Company in Calabasas, California, or such other addresses as may be communicated to the Participant, the Statement (including any revisions incorporated therein) shall be binding on the Participant, without further notice to or acknowledgement by the Participant. If no notice is received from the Participant within the thirty (30) day period, then the Participant shall be deemed to have acknowledged that the Statement is binding with respect to the information contained therein.

Section 16. No Right to Section 83(b) Election. The Participant shall have no right to file an Internal Revenue Code Section 83(b) election in connection with this Award. In the event the Participant files such an election, this Award shall become null and void and the Restricted Stock shall be immediately forfeited.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf, all as of the Grant Date and, by clicking the Accept Button below, the Participant acknowledges acceptance of the terms and conditions of this Agreement.

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