RESTATED CERTIFICATE OF INCORPORATION
 
                                       OF
 
                       COUNTRYWIDE CREDIT INDUSTRIES, INC.
                            (Pursuant to Section 245)
 
Countrywide Credit Industries, Inc. a corporation organized and existing under
the laws of the State of Delaware, hereby certifies as follows:
 
      1. The name of the corporation is Countrywide Credit Industries, Inc. The
date of filing its original Certificate of Incorporation with the Secretary of
State was December 2, 1986.
 
      2. This Restated Certificate of Incorporation only restates and integrates
and does not further amend the provisions of the Certificate of Incorporation of
this corporation as heretofore amended or supplemented and there is no
discrepancy between those provisions and the provisions of this Restated
Certificate of Incorporation.
 
      3. The text of the Certificate of Incorporation as amended or supplemented
heretofore is hereby restated without further amendments or changes to read as
herein set forth in full:
 
            FIRST: The name of the Corporation is Countrywide Credit Industries,
                   Inc.
 
            SECOND: The purposes for which the Corporation is formed are:
 
            To purchase, own, and hold the stock of other corporations, and to
do every act and thing covered generally by the denomination "holding
corporation", and especially to direct the operations of other corporations
through the ownership of
 
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                                      -2-
 
stock therein; to purchase, subscribe for, acquire, own, hold, sell, exchange,
assign, transfer, mortgage pledge, or otherwise dispose of shares or voting
trust certificates for shares of the capital stock of, or any bonds, notes,
securities, or evidences of indebtedness created by, any other corporation or
corporations organized under the laws of this state or any other state or
district or country, nation, or government and also bonds or evidences of
indebtedness of the United States or of any state, district, territory,
dependency, or country or subdivision or municipality thereof; to issue in
exchange therefor shares of the capital stock, bonds, notes, or other
obligations of this Corporation and while the owner thereof to exercise all the
rights, powers, and privileges of ownership including the right to vote any
shares of stock or voting trust certificates so owned; to promote, lend money
to, and guarantee the dividends, stocks, bonds, notes, evidences of
indebtedness, contracts, or other obligations of and otherwise aid, in any
manner which shall be lawful, any corporation or association of which any bonds,
stocks, voting trust certificates, or other securities or evidences of
indebtedness shall be held by or for this Corporation, or in which, or in the
welfare of which, this Corporation shall have any interest, and to do any acts
and things permitted by law and designed to protect, preserve, improve, or
enhance the value of any such bonds, stocks, or other securities or evidences of
indebtedness or the property of this Corporation.
 
      To acquire, and pay for in cash, stock or bonds of this Corporation or
otherwise, the goodwill, rights, assets and property, and to undertake or assume
the whole or any part of the obligations or liabilities of any person, firm,
association or corporation.
 
      To manufacture, purchase, or otherwise acquire, invest in, own, mortgage,
pledge, sell, assign, and transfer or otherwise dispose of, trade, deal in and
deal with goods, wares and merchandise and personal property of every class and
description.
 
      To purchase, hold, lease, mortgage, pledge and otherwise acquire, dispose
of, and encumber real and personal property of any and every kind and
description in all of the states, territories, colonies, dependencies and
districts of the United States of America and in any and all foreign countries.
 
      To borrow money and contract debts, when necessary for the transaction of
the business of the Corporation or for the exercise of its corporate rights,
privileges or franchises, or for any other lawful purpose of its incorporation
and to issue and dispose of obligations for any amount so borrowed and to
mortgage or pledge its property and franchises to secure the payment of such
obligations, or of any debt contracted for such purposes, in the manner
authorized by law.
 
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                                      -3-
 
      To purchase or otherwise acquire, hold, exchange, pledge, hypothecate,
sell, deal in, and dispose of mortgages covering any kind of property, tax
liens, and transfers of tax liens on real estate.
 
      To exercise all or any of the corporate powers and to carry out all or any
of the purposes, enumerated herein or otherwise granted or permitted by law,
while acting as agent, nominee, or attorney in fact for any persons or
corporations, and to perform any service under the contract or otherwise for any
corporation, joint stock company, association, partnership, firm, syndicate,
individual, to other entity, and in such capacity or under such arrangement, to
develop, improve, stabilize, strengthen, or extend the property and commercial
interest thereof, and to aid, assist, or participate in any lawful enterprises
in connection therewith or incidental to such or assistance insofar as it
lawfully may under the General Corporation Law of the State of Delaware.
 
      To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
 
      The foregoing clauses shall be construed both as objects and powers, and
it is hereby expressly provided that the foregoing enumeration of specific
powers shall not be held to limit or restrict in any manner the powers of this
Corporation.
 
      THIRD: The aggregate number of shares which the Corporation shall have
authority to issue is forty million (40,000,000) shares of Common Stock, of the
par values of Five Cents ($.05) per share, and One Million, Five Hundred
Thousand (1,500,000) shares of Preferred Stock, of the par value of Five Cents
($.05) per share. The Preferred Stock may be issued in one or more series at
such time or times and for such consideration or considerations as the Board of
Directors may determine. With respect to the Preferred Stock, the Board of
Directors of this Corporation is authorized to determine or alter the voting
rights, dividend privileges, liquidation preferences, and all other rights,
preferences, privileges and restrictions, including without limitation,
conversion rights into Common Stock, granted to or imposed upon any wholly
unissued series of Preferred Stock and, within the limitations of restrictions
stated in any resolution of the Board of Directors originally fixing the number
of shares of Preferred Stock constituting any series, to increase or decrease
(but not below the number of shares of such series then outstanding) the number
of shares of such series subsequent to the issue of shares of that series, to
determine the designation of any series and to fix the number of shares of any
series.
 
      FOURTH: The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, County of New Castle,
Wilmington, Delaware 19801. The name of the registered agent of the Corporation
at
 
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                                      -4-
 
such address is The Corporation Trust Company.
 
      FIFTH: No holder of any shares of any class of the Corporation shall be
entitled, as such, as a matter of right, to subscribe for or purchase or receive
any part of any unissued shares of any class of the Corporation, or of any
shares of any class issued and thereafter acquired by the Corporation, whether
now authorized or hereafter created, or of any securities of any kind
convertible into or evidencing the right to subscribe for or purchase or receive
any shares of any class of the Corporation, whether not authorized or hereafter
created, and in each case whether issued for cash, property, services or any
other consideration, but such shares or other securities may be issued or
disposed of by the board of directors to such persons and on such terms as in
its discretion it shall deem advisable.
 
      SIXTH: The Corporation may indemnify its directors and officers to the
full extent permitted by the laws of the State of Delaware.
 
      SEVENTH: A director of the Corporation shall have no personal liability to
the Corporation or its stockholders for monetary damages for breach of his
fiduciary duty as a director to the full extent permitted by the Delaware
General Corporation Law as it may be amended from time to time.
 
      EIGHTH: The Board of Directors of the Corporation is expressly authorized
to make, alter or repeal bylaws of the Corporation. In addition to any
requirements of the Delaware General Corporation Law (and notwithstanding the
fact that a lesser percentage may be specified by the Delaware General
Corporation Law), the affirmative vote of the holders of at least two-thirds (66
2/3%) of the voting power of all of the shares of capital stock of the
Corporation then entitled to vote generally in the election of directors, voting
together as a single class, shall be required for stockholders of the
Corporation to amend, alter, change, adopt or repeal any bylaws of the
Corporation unless such amendment, alteration, change adoption or repeal of the
bylaws is determined to be advisable by the Board of Directors by the
affirmative vote of (a) two thirds of the entire Board of Directors and (b) a
majority of those directors who became members of the Board of Directors prior
to the time when any stockholder who then is the "beneficial owner" (as such
terms defined in rule 13d-3 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended) of 10% or more of the then
outstanding shares of capital stock of the Corporation then entitled to vote
generally in the election of directors, first became the beneficial owner of 10%
or more of such outstanding shares of such capital stock (the "Continuing
Directors"), even if such directors do not constitute a quorum of the entire
Board of Directors.
 
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                                      -5-
 
      NINTH: Elections of directors need not be by written ballot except and to
the extent provided in the bylaws of the Corporation.
 
      TENTH: (a) The number of directors shall be as provided in the bylaws. The
Board of Directors shall be divided into three classes, designated Class I,
Class II, and Class III, such classes to be as nearly equal in number as
possible. At the annual meeting of stockholders in 1987, directors of Class I
shall be elected to hold office for a term expiring at the next succeeding
annual meeting, directors of Class II shall be elected to hold office for a term
expiring at the second succeeding annual meeting and directors of Class III
shall be elected to hold office for a term expiring at the third succeeding
annual meeting. Thereafter at each annual meeting of stockholders, directors
shall be chosen for a term of three years to succeed those whose terms then
expire and shall hold office subject to their earlier death, resignation or
removal, until the third following annual meeting of stockholders and until the
election of their respective successors.
 
      (b) any director may be removed from office only for cause and only by the
affirmative vote of the holders of two-thirds (66 2/3%) of the voting power of
the outstanding shares of Common Stock.
 
      (c) any vacancy on the Board of Directors, whether arising through death,
resignation or removal of a director or through the increase in the number of
directors of any class, shall be filled by a majority vote of all the remaining
directors, though less than a quorum. The term of office of any director elected
to fill such a vacancy shall expire at the expiration of the term of office of
directors of the class to which such director was elected.
 
      (d) Notwithstanding any other provisions in this Article, and except as
otherwise required by law, whenever the holders of any one or more series of
Preferred Stock or other securities of the corporation shall have the right,
voting separately as a class, to elect one or more directors of the Corporation,
the term of office, the filling of vacancies and other features of such
directorships shall be governed by the terms of this Certificate of
Incorporation applicable thereto, and unless the terms of this Certificate of
Incorporation expressly provide otherwise, such directorships shall be in
addition to the number of directors provided in the bylaws, and such directors
shall not be classified pursuant to this Article.
 
      ELEVENTH: Any action required or permitted to be taken by the stockholders
of this Corporation shall be taken at an annual or special meeting of the
stockholders. No action may be taken by stockholders by written consent.
 
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                                      -6-
 
         TWELFTH: (a) Any direct or indirect purchase by the Corporation, or any
subsidiary of the Corporation of any Voting Stock (as herein defined) from a
person or persons known by the Board of Directors of the Corporation to be an
Interested stockholder (as herein defined) who has beneficially owned such
Voting Stock for less than two years prior to the date of such purchase or any
agreement in respect thereof, at a price in excess of the fair market value (as
herein defined), shall require the affirmative vote of no less than a majority
of the votes cast by the holders, voting together as a single class, of all then
outstanding shares of capital stock of the Corporation entitled to vote
generally on matters relating to the Corporation, excluding for this purpose the
votes by the Interested Stockholder, unless a greater vote shall be required by
law.
 
      (b) Such affirmative vote shall not be required for a purchase or other
acquisition of securities of the same class made on substantially the same terms
to all holders of such securities and complying with the applicable requirements
of the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder (or any subsequent provisions replacing such Act, rules
or regulations). Furthermore, such affirmative vote shall not be required for
any purchase effected on the open market and not the result of a
privately-negotiated transaction.
 
      (c) For the purposes of this Article:
 
            (i) A "person" shall mean any individual, firm, corporation or other
entity.
 
            (ii) "Voting Stock" shall mean any class or series of the capital
stock of the Corporation having the right to vote generally on matters relating
to the Corporation and any security which is convertible into such stock.
 
            (iii) "Interested Stockholder" shall mean any person (other than the
Corporation or any corporation of which a majority of any class of equity
security is owned, directly or indirectly, by the Corporation or profit sharing,
employee stock ownership or other employee benefit plan of the Corporation or
any subsidiary thereof, or any trustee or other fiduciary with respect to any
such plan when acting in such capacity) who or which:
 
                  A. is the beneficial owner, directly or indirectly, of 5% or
            more of the outstanding Voting Stock; or
 
                  B. is an Affiliate of the Corporation and at any time within
            the two-year period immediately prior to the date in question was
            the beneficial owner, directly or indirectly, of 5% or more of the
            outstanding Voting Stock; or
 
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                                      -7-
 
                  C. is an assignee or has otherwise succeeded to any shares of
            Voting Stock which were at any time within the two-year period
            immediately prior to the date in question beneficially owned by an
            Interested Shareholder, if such assignment or succession shall have
            occurred in the course of a transaction or transactions not
            involving a public offering within the meaning of the Securities Act
            of 1933, as amended.
 
            (iv) A person shall be a "beneficial owner" of any Voting Stock of
the Corporation:
 
                  A. which such person or any of its Affiliates or Associates
            beneficially owns, directly or indirectly, or
 
                  B. which such person or any of its Affiliates or Associates
            has (i) the right to acquire (whether such right is exercisable
            immediately or only after the passage of time), pursuant to any
            agreement, arrangement or understanding or upon the exercise of
            conversion rights, exchange rights, warrants or options, or
            otherwise, or (ii) any right to vote pursuant to any agreement,
            arrangement or understanding; or
 
                           C. which are beneficially owned, directly or
                  indirectly, by any other person with which such person or any
                  of its affiliates or Associates has any agreement, arrangement
                  or understanding for the purpose of acquiring, holding, voting
                  or disposing any Voting Stock of the Corporation.
 
            (v) For the purposes of determining whether a person is an
Interested Stockholder pursuant to subparagraph (ii) hereof, Voting Stock
outstanding shall be deemed to comprise all Voting Stock deemed owned through
application of subparagraph (iii) hereof, but shall not include other Voting
Stock which may be issuable pursuant to any agreement, arrangement or
understanding, or upon exercise of conversion rights, warrants or options, or
otherwise.
 
            (vi) "Affiliate" or "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended.
 
            (vii) "Fair Market Value" shall mean as to each class of stock or
other security which constitutes Voting Stock, the highest closing sale price
during the thirty-day period immediately preceding the date in question of a
share of such stock on the composite tape for New York Stock Exchange-listed
stocks, or, if such stock is not quoted on such composite tape or if such stock
is not listed on such exchange, on the
 
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                                      -8-
 
 principal United States securities exchange registered under the Exchange Act
on which such stock is listed, or, if such stock is not listed on any such
exchange, the highest closing bid quotation with respect to a share of such
stock during the thirty-day period preceding the date in question on the
National Association of Securities Dealers, Inc., Automated Quotations System or
any system then in use. Or if no such quotations are available, the fair market
value on the date in question of a share of such stock as determined by the
Board of Directors of the Corporation in good faith.
 
      (d) The Board of Directors shall have the power and duty to determine, for
purposes of this Article, on the basis of information known to the Board:
 
        (i)     the amount of Voting Stock beneficially owned by any person;
 
        (ii)    when such person acquired a beneficial interest in such Voting
                Stock;
 
        (iii)   whether such person owns 5% or more of the Voting Stock;
 
        (iv)    the aggregate number of shares of stock and the aggregate amount
                any other security outstanding at any time;
 
        (v)     whether a person is an Affiliate or Associate of another; and
 
        (vi)    whether paragraphs (a) or (b) above are or have become
                applicable in respect of a proposed purchase of Voting Stock by
                the Corporation.
 
and any such determination made in good faith shall be conclusive and binding
for all purposes of this Article.
 
      THIRTEENTH: The Corporation hereby reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of Incorporation in
the manner now or hereafter prescribed by the Delaware General Corporation Law
and all rights conferred on stockholders therein granted are subject to this
reservation; provided, however, that, notwithstanding the fact that a lesser
percentage may be specified by the Delaware General Corporation Law, the
affirmative vote of the holders of at least two-thirds (66 2/3%) of the voting
power of all of the shares of capital stock of the Corporation then entitled to
vote generally in the election of directors, voting together as a single class,
shall be required to amend, alter, change or repeal, or adopt any provision or
provisions inconsistent with, any provision of Article Eighth, Tenth, Eleventh,
Twelfth, or Thirteenth hereof, unless such amendment, alteration, change, repeal
or
 
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                                      -9-
 
adoption of any inconsistent provision or provisions is declared advisable by
the Board of Directors by the affirmative vote of (a) two-thirds of the entire
Board of Directors and (b) a majority of the Continuing Directors ( as defined
in Article Eighth).
 
      4. This Restated Certificate of Incorporation was duly adopted by the
Board of Directors in accordance with Section 245 of the General Corporation Law
of the State of Delaware.
 
      IN WITNESS WHEREOF, said Countrywide Credit Industries, Inc. has caused
      this certificate to be signed by David S. Loeb, its President, and
      attested by Paul H. Moeller, it s Secretary, this 14th day of July, 1987.
 
                                                 By /s/David S. Loeb
                                                   -----------------------------
                                                    David S. Loeb
                                                    President
 
ATTEST:
 
By  /s/Paul H. Moeller
   -------------------------
   Paul H. Moeller
   Secretary
 
 
 
 
                       CERTIFICATE OF OWNERSHIP AND MERGER
 
                                       OF
 
                                 CW MERGER CORP.
                             A DELAWARE CORPORATION
 
                                      INTO
 
                       COUNTRYWIDE CREDIT INDUSTRIES, INC.
                             A DELAWARE CORPORATION
 
                         (Pursuant to Section 253 of the
 
                        Delaware General Corporation Law)
 
      Countrywide Credit Industries, Inc., a Delaware corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), does
hereby certify that:
 
      FIRST: The Corporation was incorporated on December 2, 1986 pursuant to
the General Corporation Law of the State of Delaware.
 
      SECOND: The Corporation is the owner of all of the issued and outstanding
common shares of CW Merger Corp., a Delaware corporation incorporated on October
16, 2002, pursuant to the General Corporation Law of the State of Delaware.
 
      THIRD: The Corporation hereby merges CW Merger Corp. into the Corporation
 
      FOURTH: In a Telephonic Meeting of the Board of Directors of the
Corporation on October 23, 2002, the Board of Directors adopted the following
recitals and resolutions to merge CW Merger Corp. into the Corporation:
 
      WHEREAS, this Board of Directors has previously deemed it advisable and in
the best interest of the Corporation to change its corporate name; and
 
      WHEREAS, it is proposed that CW Merger Corp., a Delaware corporation and
wholly owned subsidiary of the Corporation be merged into the Corporation, with
the Corporation being the surviving entity for the purpose of effectuating the
name change;
 
      NOW THEREFORE, BE IT RESOLVED, That CW Merger Corp., a Delaware
corporation ("CMC") merge and it hereby does merge into the Corporation pursuant
to the provisions of Section 253 of the Delaware General Corporation Law and
Sections 332 and 337 of the Internal Revenue Code of 1986, as amended (the
"IRC"), with the Corporation being the surviving entity (the "Merger");
 
      RESOLVED FURTHER, That the Merger be and it hereby is, approved and
authorized;
 
<PAGE>
 
      RESOLVED FURHER, That the Merger shall become effective upon the filing of
a Certificate of Ownership and Merger with the Secretary of State of the State
of Delaware in accordance with the Delaware General Corporation Law (the
"Effective Date");
 
      RESOLVED FURTHER, That upon the Effective Date (i) the separate existence
and corporate organization of CMC shall cease and the Corporation shall
thereupon become the surviving corporation and shall continue its existence
under Delaware Law, (ii) the Corporation shall assume all of the obligations and
liabilities of CMC, and (iii) the issued and outstanding shares of stock of CMC
shall not be converted in any manner, but each said share of stock which is
issued as of the Effective Date shall be surrendered and cancelled;
 
      RESOLVED FURTHER, That upon the Effective Date, the name of the
Corporation shall be changed to "Countrywide Financial Corporation" and ARTICLE
FIRST of the Restated Certificate of Incorporation of the Corporation shall be
amended to read as follows:
 
      "FIRST': The name of the corporation is Countrywide Financial
Corporation".
 
      REOLVED FURTHER, That, except for the foregoing amendment to ARTICLE
FIRST, the Restated Certificate of Incorporation shall remain unchanged by the
Merger and in full force and effect until further amended in accordance with the
Delaware General Corporation Law;
 
      RESOLVED FURTHER, That the distribution of the assets of CMC pursuant to
the Merger shall constitute a plan of complete liquidation of CMC and shall in
all particulars conform to the requirements of Sections 332 and 337 of the IRC;
 
      RESOLVED FURTHER, That the officers of the Corporation be, and they hereby
are, authorized, empowered and directed for and on behalf of the Corporation and
in its name (i) to execute and file or cause to be filed with the Delaware
Secretary of State a Certificate of Ownership and Merger evidencing the Merger
pursuant to which the Corporation will change its name as described above, (ii)
to cause to be filed certificates evidencing the Merger and change of name with
such other states where the Corporation is qualified to do business as may
require a filing evidencing the Merger or change of name, and (iii) to execute
and file or cause to be filed any such other documents as may require a filing
evidencing the Merger or change of name,
 
      RESOLVED FURTHER, That all actions taken and documents executed by the
officers or other authorized representative of the Corporation, or any person or
persons designated and authorized to act by any of them, prior to the adoption
of these resolutions in connection with the transaction described above, are
hereby ratified, confirmed, approved and adopted in all respects; and
 
      RESOLVED FURTHER, That the officers of the Corporation, and any of them,
be, and each of them hereby is, authorized, empowered and directed to do or
cause to be done all such
 
<PAGE>
 
acts or things and to sign and deliver, or cause to be signed and delivered all
such further agreements, documents, instruments and certificates, required or
permitted to be given or made in connection with the Merger and the change of
name, in the name and on behalf of the Corporation or otherwise (including
without limitation any written consents as the sole stockholder of CMC), as such
officer or officers of the Corporation executing the same shall deem necessary,
advisable or appropriate to carry out the purposes and intent of the foregoing
resolutions with such changes, additions and modifications thereto and any
supplements or amendments thereof, as such officers executing and/or delivering
the same have approved, such approval to be conclusively evidenced by such
officer's execution and delivery thereof and to perform the obligations of the
Corporation.
 
IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed
by its duly authorized officer this 7th day of November, 2002.
 
                                             COUNTRYWIDE CREDIT INDUSTRIES, INC.
                                             a Delaware corporation
 
                                             By:  /s/Sandor E. Samuels
                                                 -------------------------------
                                                 Sandor E. Samuels, Senior
                                                 Managing Director, Legal,
                                                 General Counsel & Secretary