THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Countrywide Financial Corporation (CFC)

4/28/2006 Proxy Information

Ms. Brown currently serves as head of West Coast Municipal Finance for Goldman, Sachs & Co. Goldman, Sachs & Co., together with its affiliates and subsidiaries (“Goldman”), provides a significant amount of financing and provides advisory and other services to us and our subsidiaries under various arrangements. Goldman also provides investment advisory services to certain of our executives. In connection with many of these arrangements, we and our subsidiaries pay Goldman fees. We expect these arrangements to continue and to enter into similar arrangements with Goldman in the future. Ms. Brown does not provide any services to us, our subsidiaries or our executives or receive any compensation related to any of these arrangements.

During Fiscal 2005, one or more of our mortgage lending subsidiaries, in the ordinary course of business, made mortgage loans and/or made home equity lines of credit available to directors and executive officers and their immediate families. Such mortgage loans and/or home equity lines of credit were made on substantially the same terms, including interest rates and collateral requirements, as those prevailing at the time for comparable transactions with other persons, and they did not involve more than the normal risk of collectibility or present other unfavorable features. Generally, we sell these mortgage loans and/or home equity lines of credit, soon after origination, into the secondary market in the ordinary course of our business. Prior to the enactment of the Sarbanes-Oxley Act of 2002, directors and executive officers were eligible to participate in a discount program pursuant to which they may have received reductions in discount points payable in connection with our origination of their mortgage loans. Directors and executive officers are no longer entitled to participate in this employee discount program.

Certain directors and executive officers have immediate family members who are employed by the Company. The compensation of each such family member was established by the Company in accordance with its employment and compensation practices applicable to employees with equivalent qualifications and responsibilities holding similar positions. None of the executive officers has a material interest in these employment relationships nor do any of them share a home with these employees. These employees are nine of the Company’s approximately 54,000 member workforce. None of them reports directly to any of the Company’s executive officers.

During 2005, the Company employed the following relatives of our Directors and executive officers for the compensation indicated: a son of Angelo R. Mozilo, who has been an employee since 2003, was employed as Vice President, Trader, for approximately $210,000; a son of Angelo R. Mozilo, who has been an employee since June 1, 2005, was employed as a Branch Manager, for approximately $130,000; a son-in-law of Angelo R. Mozilo, who has been an employee since 1984, was employed as Director, Dealer Sales, for approximately $410,000 and a grant of 2,427 options on the terms set forth below; a brother-in-law of Stanford L. Kurland, who has been an employee since 1986, was employed as Executive Vice President, Production Administration, for approximately $450,000 and a grant of 7,874 options on the terms set forth below; a brother-in-law of Carlos M. Garcia, who has been an employee since 2003, was employed as Assistant Vice President, General Accounting, for approximately $80,000; a brother of Carlos M. Garcia, who has been an employee since 1997, was employed as Senior Vice President, Customer Relationship Management, for approximately $198,000 and a grant of 4,465 options on the terms set forth below; a brother-in-law of David Sambol, who has been an employee since 2000, was employed as Senior Vice President, Relocation, for approximately $320,000 and a grant of 3,721 options on the terms set forth below; a daughter-in-law of Anne D. McCallion, who has been an employee since 2000, was employed as Network Engineer II, for approximately $70,000 and a grant of 809 options on the terms set forth below; and a son-in-law of Jack W. Schakett, who has been an employee since 2001, was employed as Vice President, Process Engineering, for approximately $110,000. The options were granted in April 2005 and were immediately exerciseable to purchase the indicated number of shares of the Company’s common stock at fair market value on the grant date. In addition, each relative was entitled to receive employee benefits generally available to all employees.

On January 29, 2004, we and Andrew Gissinger, III, Senior Managing Director, Chief Production Officer, of the Company entered into a relocation agreement with an effective date of March 1, 2004. Pursuant to the terms of the relocation agreement, we agreed to, among other things, purchase Mr. Gissinger’s home in Poway, California for the appraised value of the home, which was $2,250,000 in August 2005. The Company has also agreed to reimburse Mr. Gissinger for up to $375,100 in related closing, housing and moving expenses, $172,500 of which relate to costs incurred by us in connection with the sale of the home.

On September 27, 2005, Countrywide Home Loans Inc., our wholly-owned subsidiary, and Mr. Gissinger entered into a purchase contract to effectuate the purchase of his Poway home as agreed to in the relocation agreement. The purchase contract contained the terms and conditions of sale of the home and transferred economic responsibility for the property from Mr. Gissinger to us as of August 15, 2005.

4/29/2005 Proxy Information

During Fiscal 2004, Mr. Garcia had three loans outstanding under a plan maintained by the Company, which plan was ratified and approved by the stockholders, to facilitate the exercise of stock options (the “Financing Plan”). His highest aggregate indebtedness to the Company during Fiscal 2004 was $106,242.92. The three loans bore interest rates of 5.54%, 5.67% and 5.54%, respectively. As of December 31, 2004, the total amount outstanding was $0.00. All three of these loans were repaid in full as of April 5, 2004. On June 15, 2004, the Company entered into that certain Fourth Amendment to Financing Plan pursuant to which, among other things, upon payment of loans made under the Financing Plan prior to June 15, 2004 or in an event of default, the Financing Plan shall immediately terminate.

Mr. Heller was Of Counsel to the law firm of Fried, Frank, Harris, Shriver & Jacobson during Fiscal 2004 until he became a Retired Partner of that firm effective May 2004. This firm performed nominal services for the Company in Fiscal 2004. Mr. Heller did not receive any compensation in connection with this retention. Mr. Heller has now retired and the Company does not expect to retain the services of this firm in the fiscal year ending December 31, 2005.

Ms. Brown currently serves as Senior Advisor, with responsibility for Public Finance, Western Region, for Goldman, Sachs & Co. Goldman, Sachs & Co., together with its affiliates and subsidiaries (“Goldman”), provides a significant amount of financing and provides advisory and other services to the Company and its subsidiaries under various arrangements. Goldman also provides investment services to certain of the company’s executives. In connection with many of these arrangements, the Company and its subsidiaries pay Goldman fees. The Company expects these arrangements to continue and to enter into similar arrangements with Goldman in the future. Ms. Brown does not provide any services to the Company, its subsidiaries or its executives or receive any compensation related to any of these arrangements.

During Fiscal 2004, one or more of the Company’s mortgage lending subsidiaries made, in the ordinary course of business, mortgage loans and/or home equity lines of credit to directors and executive officers and their immediate families. Such mortgage loans and/or home equity lines of credit were made on substantially the same terms, including interest rates and collateral requirements, as those prevailing at the time for comparable transactions with other persons, and they did not involve more than the normal risk of collectibility or present other unfavorable features. Generally, the Company sells these mortgage loans and/or home equity lines of credit, soon after origination, into the secondary market in its ordinary course of business. Prior to the enactment of the Sarbanes-Oxley Act of 2002, directors and executive officers were eligible to participate in a broad-based employee discount program pursuant to which they may have received reductions in discount points payable in connection with the Company’s origination of their mortgage loans. Directors and executive officers are no longer entitled to participate in this employee discount program.

4/29/2004 Proxy Information

During Fiscal 12/31/03, Mr. Garcia had three loans outstanding under a plan maintained by the Company, which plan was ratified and approved by the stockholders, to facilitate the exercise of stock options (the “Financing Plan”). His highest aggregate indebtedness to the Company during Fiscal 12/31/03 was $122,148.35. The three loans bore interest rates of 5.54%, 5.67% and 5.54%, respectively. As of December 31, 2003, the total amount outstanding was $104, 698.59. All three of these loans were repaid in full as of April 5, 2004.

Mr. Heller is Of Counsel to the law firm of Fried, Frank, Harris, Shriver & Jacobson. This firm performed nominal services for the Company in Fiscal 12/31/03. Mr. Heller did not receive any compensation in connection with this retention. The Company does not expect to retain the services of this firm in the fiscal year ending December 31, 2004.

During Fiscal 12/31/03, one or more of the Company’s mortgage lending subsidiaries made, in the ordinary course of business, mortgage loans and/or home equity lines of credit to directors and executive officers and their immediate families. Such mortgage loans and/or home equity lines of credit were made on substantially the same terms, including interest rates and collateral requirements, as those prevailing at the time for comparable transactions with other persons, and they did not involve more than the normal risk of collectibility or present other unfavorable features. Generally, the Company sells these mortgage loans and/or home equity lines of credit, soon after origination, into the secondary market in its ordinary course of business. Prior to the enactment of the Sarbanes-Oxley Act of 2002, directors and executive officers were eligible to participate in a broad-based employee discount program pursuant to which they may have received reductions in discount points payable in connection with the Company’s origination of their mortgage loans. Directors and executive officers are no longer entitled to participate in this employee discount program.

4/25/2003 Proxy Information

During Fiscal 12/31/02, Mr. Garcia had seven loans outstanding under a plan maintained by the Company, which plan was ratified and approved by the stockholders, to facilitate the exercise of stock options (the “Financing Plan”). His highest aggregate indebtedness to the Company during Fiscal 12/31/02 was $274,293.17. The seven loans bore interest rates of 5.50%, 5.54%, 5.54%, 3.25%, 5.00%, 5.50% and 5.67%, respectively. Mr. Garcia repaid three of the loans on January 2, 2002 and one of the loans on April 15, 2002. As of December 31, 2002, the total amount outstanding was $122,148.35.

Mr. Heller is Of Counsel to the law firm of Fried, Frank, Harris, Shriver & Jacobson. This firm performed services for the Company in Fiscal 12/31/02, and the Company has retained, or otherwise expects to retain, the services of this firm in the fiscal year ending December 31, 2003. Mr. Heller does not receive any compensation in connection with this retention.

During Fiscal 12/31/02, one or more of the Company’s mortgage lending subsidiaries made, in the ordinary course of business, mortgage loans and/or home equity lines of credit to directors and executive officers and their immediate families. Such mortgage loans and/or home equity lines of credit were made on substantially the same terms, including interest rates and collateral requirements, as those prevailing at the time for comparable transactions with other persons, and they did not involve more than the normal risk of collectibility or present other unfavorable features. Generally, the Company sells these mortgage loans and/or home equity lines of credit, soon after origination, into the secondary market in its ordinary course of business. Prior to the enactment of the Sarbanes-Oxley Act of 2002, directors and executive officers were eligible to participate in a broad-based employee discount program pursuant to which they may have received reductions in discount points payable in connection with the Company’s origination of their mortgage loans. Directors and executive officers are no longer entitled to participate in this employee discount program.