Mozilo Letter to Employees

A Message to all CFC Employees from Angelo Mozilo, Chairman and CEO

As you know, the unprecedented and worldwide dislocation of the credit markets combined with actions taken by regulators, rating agencies, legislators, the media and others have strained the housing and housing finance sectors as never seen since the Great Depression. Almost without exception, every financial institution, both large and small, has been negatively impacted by the events that drained liquidity from all sectors of the financial services industry. Countrywide has been weathering this storm through the dedication and hard work of our management and employees. However, we have come to recognize that those companies with reliable sources of capital and liquidity and significant scale will be the ultimate winners in this environment and in the longer term as the mortgage markets normalize. We also recognize that, as the industry changes and consolidates, we must embrace these changes.

In order to enhance what we have all worked so hard to build over the past 40 years, we have taken a decisive step to ensure our continued industry leadership. Today, we have announced that Bank of America, which has been an important financial partner of Countrywide for many years, will be acquiring our Company. BofA is one of the largest and most influential financial institutions in the U.S. and internationally, and we firmly believe that the combination of Countrywide and BofA will create the most powerful mortgage franchise in the world. I, as well as many of our senior managers, have worked closely with Bank of America for many years and in fact it was Bank of America that provided me with the necessary funds to start the operations of Countrywide in 1968.

As you will see in the attached press release announcing this transaction, BofA has announced that it plans to operate Countrywide separately under the Countrywide brand, with integration occurring no sooner than 2009. We are confident that both our servicing and origination businesses, as well as other aspects of our operations, will be substantially enhanced as a result of this transaction.

Most importantly, I want to express my deep and sincere appreciation to all who have labored so hard for so many years to build the most important mortgage franchise in the history of America. We have provided over 25 million families with an opportunity to have a home of their own, to build equity and to utilize that equity to educate their children and to have the best life possible in our great country. I have always been proud of the fact that we have made such a positive difference in the lives of millions of families through three generations of homebuyers. The fact that we are now financing homes for the grandchildren of our first generation of mortgagors is not only a testimony to customer satisfaction but to our ability to be the lender of choice for over 40 years. We have accomplished what many thought could never be done, and all of you should be proud of the part that you have played and will continue to play as we move forward into the next stage of Countrywide's history.

We are already commencing the process of developing a detailed and well-organized integration plan, and we will be updating you as this process moves forward. Dave Sambol will be working closely with me and the entire senior management team to ensure an efficient and effective transition. Dave will be spearheading all of these initiatives to ensure not only a smooth transition but, as importantly, the continuation of Countrywide's leadership in mortgage finance.

Finally, I want to thank everyone who has stood by my side during the past four decades to make the dream that Dave Loeb and I had 40 years ago become a reality. When we join together with Bank of America, I am counting on your commitment and dedication to continue to realize this dream.