COUNTRYWIDE BANK, N.A. NON-EMPLOYEE DIRECTORS FEE PLAN (Adopted October 27, 2005) (November 2nd, 2005)
The Countrywide Bank, N.A. Non-Employee Directors Fee Plan (the Plan) has been established by Countrywide Bank, N.A. (the Bank), effective as of October 27, 2005 (the Effective Date) to attract and retain as members of its Board of Directors persons who are not employees of the Bank or any of its subsidiaries or affiliates but whose business experience and judgment are a valuable asset to the Bank and its subsidiaries. The Plan provides for the payment to Directors of fees in the form of some or all of the following: Annual Retainer Fee, Chairman Retainer Fee, Meeting Fees, and Restricted Stock Awards (generally, the Director Fees).