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Consulting Agreement

This is an actual contract by Countrywide Financial.

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Sectors: Financial Services
Effective Date: April 01, 2007
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THIS CONSULTING AGREEMENT (this " Agreement" ) is made and entered into by and between Countrywide Financial Corporation, a Delaware corporation (the " Company" ), and Thomas Keith McLaughlin (the " Consultant" ) as of April 1, 2005 (the " Commencement Date" ).

WHEREAS, the Consultant possesses an intimate knowledge of the business and affairs of the Company and its procedures, methods and personnel, particularly in the areas of Finance, Accounting and Valuation Methodology; and

WHEREAS, the Company desires to secure the continued services of the Consultant as a consultant to the Company and the Consultant is willing to render such services on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Consulting Term and Duties .

(a) Commencement of Consulting Term . Subject to the terms and provisions of this Agreement, from the Commencement Date to and including April 1, 2007 (the " Expiration Date" ), unless terminated sooner as hereinafter provided (the " Consulting Term" ), the Company agrees to retain the Consultant, and the Consultant agrees to serve the Company, as an independent consultant.

(b) Duties. During the Consulting Term, the Consultant shall render such advisory and consulting services to the Company and its affiliated companies (collectively, " Countrywide" ) as reasonably requested by the Company from time to time; provided, however, that the Consultant will not be required to devote more than three hundred eighty four (384) cumulative hours during any twelve (12) month period of the Consulting Term to the performance of such services. The Company shall provide the Consultant reasonable notice of any consulting obligations and the Consultant shall have the right to reschedule commitments to the Company to accommodate his personal schedule, provided that the Consultant gives the Company reasonable notice of such intention to reschedule.

(c) Provision of Services to Others. During the Consulting Term, the Consultant agrees that he shall not provide services, whether as a consultant, employee or otherwise, to any third party that operates or engages in the same, or a substantially similar, line or lines of business as any of the businesses conducted by Countrywide (the " Protected Business" ). Notwithstanding anything to the contrary contained in this Agreement, Consultant shall not be prohibited from providing services to any business or entity that owns or operates, or controls another business or entity that owns or operates a business similar to the Protected Business so long as the business similar to the Protected Business constitutes less than 10% of the gross revenues of such entity together with its subsidiaries and affiliates and Consultant is not directly involved with the business similar


to the Protected Business In the event the Consultant decides to provide to a third party services that are prohibited by this Section 1(c), the Consultant shall give the Company thirty (30) days prior written notice. Unless the Company consents in writing to the provision of such prohibited services to the third party, the Consulting Term shall be deemed automatically terminated on the earlier of the expiration of the thirty (30) day period, or the date on which the Consultant begins providing the prohibited services to the third party.

(d) Services as Director. During the Consulting Term, the Consultant shall serve, at the Company Chairman' s request and without additional compensation, as a director of any subsidiary or affiliate of the Company as may be designated in writing from time to time by the Company' s Chairman or President. However, in his capacity as a director of any subsidiary or affiliate of the Company, Consultant shall have the same rights of indemnification under terms not less favorable than the terms of the most favorable indemnification agreement that may exist covering any director of the Company or any subsidiary or affiliate of the Company and shall be covered under the terms of any errors and omissions or other liability insurance covering officers and directors of the Company or any subsidiary or affiliate of the Company. Subject to approval of the Compensation Committee of the Board of Directors, in his capacity as a Director of a Company affiliate or subsidiary, Consultant will be granted stock options on April 1, 2005, in accordance with the annual grant issued to eligible employees. The amount of this grant will be $100,000 in option value; these options will be valued on the same basis in which they are issued to employees on April 1, 2005.

2. Compensation and Benefits .

(a) In consideration of the performance by the Consultant of the Consultant' s obligations during the Consulting Term (including any services for the Company, its affiliates or otherwise), the Company shall, during the Consulting Term, pay the Consultant consulting fees at an annual rate of $150,000 (the " Consulting Fees" ) payable in equal monthly installments of $12,500. The $12,500 payment for the final month of the Consulting Term shall be deemed sufficient compensation for any duties performed on April 1, 2007.

(b) During the Consulting Term, the Company shall provide the Consultant and his family members with medical, dental and vision benefits (" Medical Benefits" ) on the same terms and conditions as Countrywide makes such benefits available to its employees. The Consultant acknowledges and hereby agrees that the Consulting Fees and Medical Benefits shall be provided to him in his capacity as an independent contractor and/or as a non-employee director, as applicable, and that he shall be solely responsible for taxes imposed on him by applicable law by reason of such payments and benefits.

(c) During the Consulting Term, any vested and unvested stock options previously granted to the Consultant by the Company (the " Options" ) shall continue to


vest and be exercisable in accordance with their terms and the terms of the applicable stock option plan of the Company pursuant to which such Options were granted.

(d) Except as specified herein, it is understood and agreed that the Consultant will not qualify for participation in any other Countrywide benefit plan or program nor be entitled to any other form of remuneration, including salary and bonus payments for 2005.

(e) The parties hereby acknowledge and agree that the Consulting Fees, the continued entitlement to receive the Medical Benefits, and to continue the vesting of his currently held unvested Options for the term of the CA are material inducements for Consultant to enter into this Agreement and the failure to provide such any of the Consulting Fees, Medical Benefits or continued vesting of the Options will constitute a material breach of this Agreement by the Company provided, however, that McLaughlin shall first give CFC fifteen (15) days written notice of any alleged material breach (which notice shall detail the specifics of the claimed breach) and CFC shall have fifteen (15) days to cure said material breach.

3. Equipment and Expenses.

(a) During the Consulting Term, Countrywide shall pay for and/or provide the Consultant with (i) such computer hardware and software, (ii) such access to the Countrywide network, and (iii) such subscriptions and research tools as may be necessary to the Consultant in the performance of his duties under Section 1(b) hereof (the " Consulting Equipment" ).

(b) Upon presentation of documentation reasonably acceptable to the Company, the Company shall reimburse the Consultant for all reasonable expenses incurred by the Consultant in connection with the performance of his duties, services and responsibilities hereunder in accordance with the Company' s expense reimbursement policy in effect from time to time.

4. Termination of Consulting Term. The Consulting Term shall only be terminated as follows:

(a) Immediately upon the Consultant' s death or his inability to substantially perform the essential duties of his position by reason of a physical or mental impairment. The Consultant and Company agree that any inability to perform such duties f
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