<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>v06282exv10w4.txt
<DESCRIPTION>EXHIBIT 10.4
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                                                                    EXHIBIT 10.4
 
 
                        COUNTRYWIDE FINANCIAL CORPORATION
                                SENIOR MANAGEMENT
                                 INCENTIVE PLAN
 
                                 JANUARY 1, 2005
 
SECTION 1: PURPOSES
 
The purposes of the Countrywide Financial Corporation Senior Management
Incentive Plan (the "Plan") are to (i) promote the success and growth of the
Company and its business units; (ii) increase shareholder value; (iii) provide
certain Executive Officers with an opportunity to receive incentive compensation
dependant upon that success and growth; and (iv) attract, retain and motivate
such individuals. To accomplish these purposes, the Company will provide certain
Performance Goals and Target Awards to Participants if certain conditions
precedent are satisfied and the Participant continues in the employ of the
Company for the periods described in this Plan.
 
SECTION 2: DEFINITIONS
 
         2.1      "ARBITRATION AGREEMENT" means the latest version of the
                  Company-wide Agreement to Arbitrate Claims in effect at the
                  time of eligibility for participation in the Plan.
 
         2.2      "AWARD" means an incentive award made pursuant to the Plan. An
                  Award may be paid in the form of cash, Restricted Stock or a
                  combination of cash and Restricted Stock.
 
         2.3      "BENEFICIARY" means the person(s) designated by the
                  Participant in PeopleSoft as his or her beneficiary in the
                  event of his or her death while a Participant or, in the
                  absence of such designation, the Participant's estate.
 
         2.4      "BOARD OF DIRECTORS" means the Board of Directors of the
                  Company.
 
         2.5      "CAUSE" means (1) any act of (A) fraud or intentional
                  misrepresentation, or (B) embezzlement, misappropriation or
                  conversion of assets or opportunities of the Company, (2)
                  willful violation of any law, rule or regulation in connection
                  with the performance of the Participant's duties (other than
                  traffic violations or similar offenses), (3) commission of any
                  act of moral turpitude or conviction of a felony or (4) entry
                  of an order duly issued by any federal or state regulatory
                  agency having jurisdiction in the matter removing Participant
                  from office of the Company or its subsidiaries or permanently
                  prohibiting the Participant
 
 
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                  from participating in the conduct of the affairs of the
                  Company or any of its subsidiaries.
 
         2.6      "COMMITTEE" means the Compensation Committee of the Board of
                  Directors with respect to Executive Officers and the Chief
                  Administrative Officer with respect to Participants who are
                  not Executive Officers.
 
         2.7      "COMPANY" means Countrywide Financial Corporation and its
                  successors and shall include any subsidiaries of the Company,
                  except where the context indicates otherwise.
 
         2.8      "DISABILITY" means the event of Participant's qualifying for
                  permanent disability benefits under the Company's Long Term
                  Disability Plan (the "LTD Plan"), or if Participant does not
                  participate in the LTD Plan, would have qualified for
                  permanent disability had the Participant been a participant in
                  the LTD Plan. The determination of Disability shall be made
                  after 30 days notice to Participant and only if Participant
                  has not returned to performance of his duties during such
                  30-day period.
 
         2.9      "ELIGIBLE EMPLOYEE" means an employee of the Company who has
                  satisfied the participation requirements of Section 3
 
         2.10     "EXECUTIVE OFFICER" means an Officer of the Company who is
                  designated as an Executive Officer by the Committee.
 
         2.11     "INCENTIVE PLAN" means that document that sets forth Target
                  Awards, Performance Goals and weightings with respect to one
                  or more Performance Criteria.
 
         2.12     "PARTICIPANT" means a Senior Manager designated from time to
                  time pursuant to Section 3 to participate in the Plan and who
                  has read and agreed in writing to the terms and conditions of
                  the applicable Performance Goals and the Plan.
 
         2.13     "PERFORMANCE CRITERIA" means one or more of the criteria set
                  forth below selected by the Company to measure performance for
                  a Plan Year:
 
                  (i)      Gross and/or Net Revenue (in the aggregate or
                           attributable to specific products)
 
                  (ii)     Gross and/or Net Income
 
                  (iii)    Operating Income
 
                  (iv)     Costs and Expenses
 
                  (v)      Operating Cash Flow
 
 
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                  (vi)     Share Price
 
                  (vii)    Earnings per Share
 
                  (viii)   Return on Investment
 
                  (ix)     Return on Assets
 
                  (x)      Return on Capital
 
                  (xi)     Return on Equity
 
                  (xii)    Market Share
 
                  (xiii)   Total Shareholder Return
 
                  (xiv)    EBIT or EBITDA
 
                  (xv)     EmployeeRetention, Development, Succession Planning,
                           etc.
 
                  (xvi)    Objective Goals set for a Participant
 
                  (xvii)   Cost of Goods Sold and Gross Margin
 
                  (xviii)  Diversity
 
                  (xix)    Compliance
 
                  (xx)     Internal Audit/Risk Assessment
 
The Performance Criteria may be expressed or measured at the individual,
function, department, division, region, unit, subsidiary, affiliate or Company
level or any combination thereof. The Performance Criteria set forth above
involving corporate objectives may be specified in absolute terms (including,
for example, the completion of a pre-existing project), in ratios, in
percentages, or in terms of growth from period to period or over time, as well
as relative to an established or specially created performance index of the
Company's competitors or peers. Except in the case of individual Objective
Goals, Performance Criteria shall be measured and determined in accordance with
generally accepted accounting principles, as consistently applied by the
Company.
 
         2.14     "PERFORMANCE GOAL" means the level of performance, either in
                  absolute terms or as compared to one or more other companies
                  or indices, established as the Performance Goal with respect
                  to a Performance Criteria or indices.
 
         2.15     "PLAN" means the Countrywide Financial Corporation Senior
                  Management Incentive Plan.
 
         2.16     "PLAN YEAR" means the fiscal year of the Company.
 
         2.17     "RESTRICTED STOCK" means shares of common stock of the Company
                  that are subject to restrictions as set forth in the 2000
                  Equity Incentive Plan of the Company or any successor plan.
 
         2.18     "SENIOR MANAGEMENT" OR "SENIOR MANAGER" means Senior Managing
                  Directors and Managing Directors of the Company.
 
 
 
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         2.19     "TARGET AWARD" means an amount approved by the Committee as a
                  Participant's Target Award upon attainment of a Performance
                  Goal.
 
SECTION 3: PARTICIPATION
 
         3.1      ELIGIBILITY. Subject to Sections 3.2 ,3.3 and 3.4 below,
                  Participants for any Plan Year shall be selected and approved
                  by the Committee from among the Senior Management of the
                  Company. If due to hiring, promotion, or demotion, the
                  Committee determines that an Employee should be eligible to
                  participate in the Plan for a Plan Year, or that a Participant
                  should cease to be so eligible, in either case, after the
                  commencement of the Plan Year, then, the Committee shall have
                  the discretion to provide that such individual shall be
                  eligible for a prorated Award, as and to the extent it may
                  determine. The selection of a Senior Manager as a Participant
                  for a Plan Year shall not entitle such individual to be
                  selected as a Participant with respect to any other Plan Year.
 
         3.2      CONTINUING OBLIGATION. As a condition to participation in the
                  Plan, the Participant specifically agrees that during the
                  period of the Participant's employment and for a period of
                  twelve (12) months following termination of employment for any
                  reason whatsoever, the Participant shall not disrupt, damage,
                  impair or interfere with the business of the Company in any
                  manner, including without limitation, by directly or
                  indirectly soliciting or inducing, or attempting to solicit or
                  induce, any employee to leave the employ of the Company, or by
                  inducing an employee to sever or modify that person's
                  relationship with the Company.
 
         3.3      ARBITRATION AGREEMENT. As a further condition to participation
                  in the Plan, the Participant must have executed an Arbitration
                  Agreement.
 
         3.4      ACTIVE EMPLOYMENT. As a further condition to participation in
                  the Plan, the Participant specifically agrees that unless
                  otherwise provided herein, as a condition precedent to
                  eligibility for any portion of an Award, an Eligible Employee
                  must be employed in active status from the date he or she
                  first became a Participant for a Plan Year through the date of
                  payment.
 
SECTION 4: AWARDS
 
         4.1      TARGET AWARDS AND PERFORMANCE GOALS. The Committee shall
                  approve for each Participant for such year Target Awards and
                  Performance Goals and weightings with respect to one or more
                  Performance Criteria. Target Awards, Performance Criteria,
                  Performance Goals and
 
 
 
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                  weightings may vary from Plan Year to Plan Year and
                  Participant to Participant, and may cover a period greater
                  than a single Plan Year.
 
         4.2      DETERMINATION OF AWARDS. The actual Award payable to a
                  Participant will be determined by the Company and approved by
                  the Committee based on (i) the Participant's Target Award (ii)
                  the extent to which the Performance Goals have been achieved,
                  and (iii) the weighting established with respect to the
                  applicable Performance Criteria. The Committee may reduce the
                  amount of an Award in the event there is a substantial
                  distortion in EPS for the Plan Year in respect of which an
                  Award is being paid resulting from an acquisition, a
                  divestiture, or a change in accounting standards.
 
         4.3      PAYMENT OF AWARDS. Awards will be paid in a single installment
                  as soon as practicable after the close of the Plan Year for
                  which they are made. Except as otherwise provided in Section
                  5, it is a condition precedent to the payment of any Award
                  that the Participant be employed in active status through the
                  date the Award is made. Subject to such terms and conditions
                  and within such limits as may from time to time be
                  established, one or more Participants may defer the receipt of
                  cash amounts payable under the Plan pursuant to the Company's
                  Executive Deferred Compensation Plan or any successor plan.
 
SECTION 5: TERMINATION OF EMPLOYMENT
 
         5.1      DEATH OR DISABILITY. If a Participant's employment with the
                  Company terminates due to death or Disability, the Participant
                  or his or her Beneficiary, as the case may be, will be paid a
                  prorated Award in cash for such year as soon as practicable
                  after such Plan Year.
 
         5.2      CAUSE. If a Participant's employment with the Company is
                  terminated for Cause, the right to the payment of an Award in
                  respect of a Plan Year and all other rights under this Plan
                  will be forfeited, and no Award will be made hereunder to or
                  in respect of such Participant.
 
SECTION 6: ADMINISTRATION
 
         6.1      IN GENERAL. Except as otherwise provided in the Plan, the
                  Committee, will have full and complete authority, in its sole
                  and absolute discretion, (i) to exercise all of the powers
                  granted to it under the Plan, (ii) to construe, interpret and
                  implement the Plan and any related document, (iii) to
                  prescribe, amend and rescind rules relating to the Plan, (iv)
                  to make all determinations necessary or advisable in
                  administering the Plan,
 
 
 
                                       5
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                  and (v) to correct any defect, supply any omission and
                  reconcile any inconsistency in the Plan.
 
         6.2      DETERMINATIONS. The actions and determinations of the
                  Committee or its designee on all matters relating to the Plan
                  and any Awards, including the authority to decide whether to
                  pay or not pay an Award in case of a failure to satisfy a
                  conditions precedent will be final and conclusive. Such
                  determinations need not be uniform and may be made by it
                  selectively among persons who receive, or are eligible to
                  receive, Awards under the Plan, whether or not such persons
                  are similarly situated.
 
         6.3      APPOINTMENT OF EXPERTS. The Committee may appoint such
                  accountants, counsel, and other experts as it deems necessary
                  or desirable in connection with the administration of the
                  Plan.
 
         6.4      BOOKS AND RECORDS. The Committee shall keep a record of all
                  their proceedings and actions and shall maintain all such
                  books of account, records and other data as shall be necessary
                  for the proper administration of the Plan.
 
         6.5      PAYMENT OF EXPENSES. The Company shall pay all expenses of
                  administering the Plan, including, but not limited to, the
                  payment of professional and expert fees.
 
SECTION 7: MISCELLANEOUS
 
         7.1      NONASSIGNABILITY. No Award will be assignable or transferable
                  (including pursuant to a pledge or security interest) other
                  than by will or by laws of descent and distribution.
 
         7.2      TAX WITHHOLDING. Whenever payments under the Plan are to be
                  made or deferred, the Company will withhold therefrom, or from
                  any other amounts payable to or in respect of the Participant,
                  an amount sufficient to satisfy any applicable governmental
                  tax withholding requirements related thereto.
 
         7.3      AMENDMENT OR TERMINATION OF THE PLAN. The Plan may be amended
                  or terminated by the Committee in any respect except that no
                  amendment or termination may be made after the date on which a
                  Senior Manager is selected as a Participant for a Plan Year
                  which would adversely affect the rights of such Participant
                  with respect to such Plan Year.
 
 
 
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         7.4      OTHER PAYMENTS OR AWARDS. Nothing contained in the Plan will
                  be deemed in any way to limit, restrict or require the Company
                  from making or to make any Award or payment to any person
                  under any other plan, arrangement or understanding, whether
                  now existing or hereafter in effect.
 
         7.5      PAYMENTS TO OTHER PERSONS. If payments are legally required to
                  be made to any person other than the person to whom any amount
                  is payable under the Plan, such payments will be made
                  accordingly. Any such payment will be a complete discharge of
                  the liability of the Company under the Plan.
 
         7.6      UNFUNDED PLAN. Nothing in this Plan will require the Company
                  to purchase assets in a trust or other entity to which
                  contributions are made or otherwise to segregate any assets
                  for the purpose of satisfying any obligations under the Plan.
                  Participants will have no rights under the Plan other than as
                  unsecured general creditors of the Company.
 
         7.7      LIMITS OF LIABILITY. Neither the Company, the Committee nor
                  any other person participating in any determination of any
                  question under the Plan, or in the interpretation,
                  administration or application of the Plan, will have any
                  liability to any party for any action taken or not taken in
                  good faith under the Plan.
 
         7.8      NO RIGHT OF EMPLOYMENT. Nothing in this Plan will be construed
                  as creating any contract of employment or conferring upon any
                  Employee or Participant any right to continue in the employ or
                  other service of the Company or limit in any way the right of
                  the Company to change such person's compensation or other
                  benefits or to terminate the employment or other service of
                  such person with or without Cause.
 
         7.9      SECTION HEADINGS. The section headings contained herein are
                  for convenience only, and in the event of any conflict, the
                  text of the Plan, rather than the section headings, will
                  control.
 
         7.10     INVALIDITY. Although the Participant and the Company consider
                  the provisions hereof to be reasonable for the purpose of
                  rewarding the Participant in a fair and legal manner, if any
                  particular provision of this Plan, Performance Goals or Target
                  Awards is not consistent with Federal, state or local law,
                  then that provision will be reformed (such reformation to
                  apply only with respect to the operation of such provision in
                  the particular jurisdiction where such inconsistency exists)
                  so that it is valid and which, insofar as practicable,
                  implements the purposes and
 
 
 
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                  intent of the Plan, and such invalidity or unenforceability
                  will not affect any other provision or part hereof.
 
         7.11     APPLICABLE LAW. The Plan will be governed by and interpreted
                  in accordance with the laws of the jurisdiction where the
                  Participant is currently located, or was last employed by the
                  Company without regard to the conflict of law principles
                  thereof.
 
         7.12     EFFECTIVE DATE. The Plan shall be effective as of January 1,
                  2005 and shall continue to be effective for each succeeding
                  Plan Year until the Plan is amended or terminated. IN WITNESS
                  WHEREOF, the Company has caused this Amendment Two to be
                  executed this 23rd day of February, 2005.
 
Countrywide Financial Corporation
 
 
 
By:
    ------------------------------------
       Marshall Gates
       Senior Managing Director,
       Chief Administrative Officer
 
 
I HEREBY ACKNOWLEDGE THAT I HAVE READ, FULLY UNDERSTAND AND AGREE TO BE BOUND BY
ALL OF THE TERMS AND CONDITIONS OF THE PLAN, TARGET AWARDS AND PERFORMANCE GOALS
AND APPLICABLE INCENTIVE PLAN.
 
       Dated:
               -------------              --------------------------------------
                                          Participant Signature
 
                                          Printed Name:
                                                       -------------------------
 
                                          Title:
                                                --------------------------------
 
       Dated:                             Countrywide Financial Corporation
               -------------
 
                                          By:
                                             -----------------------------------
                                          Its:
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