Prospectus excerpt:  Countrywide Capital V, a Delaware statutory trust, will issue the capital securities. Each capital security represents an undivided beneficial interest in the assets of the issuer. The only assets of the issuer will be junior subordinated deferrable interest debentures issued by Countrywide Financial Corporation, which we refer to as the Ùsubordinated debentures.ˆ The issuer will pay distributions on the capital securities only from the proceeds, if any, of interest payments on the subordinated debentures.

The subordinated debentures will bear interest from the date they are issued to but excluding November 1, 2036, the Ùscheduled maturity date,ˆ at the annual rate of 7% of their principal amount, payable quarterly in arrears on each February 1, May 1, August 1 and November 1 beginning February 1, 2007. If the subordinated debentures are not repaid in full on the scheduled maturity date, they will bear interest at the same rate payable monthly until repaid. We will not be required to settle deferred interest pursuant to the alternative payment mechanism described in this prospectus supplement until we have deferred interest for 5 years or made a payment of current interest, and we may defer interest for up to 10 years without giving rise to an event of default. Deferred interest may be cancelled in certain limited circumstances and, in the event of bankruptcy, holders will have a limited claim for deferred interest.

The principal amount of the subordinated debentures will become due on the scheduled maturity date only to the extent that we have received proceeds from the sale of certain qualifying capital securities during the 180-day period ending on a notice date not more than 15 or less than 10 business days prior to the scheduled maturity date. We will use our commercially reasonable efforts, subject to certain market disruption events, to sell enough qualifying capital securities to permit repayment of the subordinated debentures in full on the scheduled maturity date. If any amount is not paid on the scheduled maturity date, it will remain outstanding and continue to bear interest at the same rate payable monthly in arrears and we will continue to use our commercially reasonable efforts to sell enough qualifying capital securities to permit repayment of the subordinated debentures in full. On November 1, 2066, we must pay any remaining principal and interest on the subordinated debentures in full whether or not we have sold enough qualifying capital securities.

The subordinated debentures will be subordinated to all existing and future senior, subordinated and junior subordinated debt of Countrywide Financial Corporation (including the junior subordinated debentures underlying our other outstanding trust preferred securities and our guarantees of our subsidiary?s junior subordinated debentures underlying its trust preferred securities), except for any future debt that by its terms is not superior in right of payment, and will be effectively subordinated to all liabilities of our subsidiaries. As a result, the capital securities also will be effectively subordinated to the same debt and liabilities. Countrywide Financial Corporation will guarantee the capital securities on a junior subordinated basis to the extent described in this prospectus supplement.

The subordinated debentures may be redeemed at a redemption price equal to 100% of their principal amount plus accrued but unpaid interest thereon, at any time, in whole or in part, on and after November 1, 2011, and prior to November 1, 2011, in whole, if certain changes occur relating to the capital or tax treatment of the capital securities or certain changes of law occur with respect to the Investment Company Act of 1940, as amended (the ÙInvestment Company Actˆ). In each case, the capital securities will be redeemed for a price equal to $25 per capital security plus accrued and unpaid distributions.