EXHIBIT 10.58

                                  AMENDMENT ONE

                                       TO

                        COUNTRYWIDE FINANCIAL CORPORATION

                        CHANGE IN CONTROL SEVERANCE PLAN

                  (AS AMENDED AND RESTATED SEPTEMBER 11, 2000)

         WHEREAS, Countrywide Financial Corporation (the "Company") desires to
amend the Countrywide Financial Corporation Change in Control Severance Plan (as
amended and restated September 11, 2000) (the "Plan") to add the title of Senior
Managing Director as an Eligible Employee Classification under the Plan.

         NOW THEREFORE, APPENDIX A of the Plan is hereby deleted in its entirety
and a new APPENDIX A is inserted in its place.

         IN WITNESS WHEREOF, the Company has caused this Amendment One to be
executed this 3rd day of December, 2003.

Countrywide Financial Corporation

By: /s/ Tom Boone
    ------------------------------
      Tom Boone
      Senior Managing Director,
      Chief Administrative Officer

Attest: /s/ Gerard A. Healy
        ------------------------------
        Gerard A. Healy
        Assistant Secretary

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                                   APPENDIX A

 Eligible Employee
   Classifications                  Members

         A                 Senior   Managing Directors and Managing Directors

         B                 Executive Vice Presidents, Senior Vice Presidents,
                           Presidents
         C                 First Vice Presidents, Vice Presidents, Regional Vice
                           Presidents
         D                 Branch Managers and all other Exempt Employees
         E                 All Non-Exempt Employees

Salary Separation Payment

The Salary Separation Payment to which a Participant is entitled shall be based
on the Participant's employee classification as of the date immediately
preceding the date of the Participant's Qualifying Termination or, if greater,
as of the date on which the Change in Control occurs, and shall equal the amount
described in the table below; provided, however, that the Salary Separation
Payment for each Participant shall not exceed twenty-four months Base Pay plus
Bonus for Employee Classification B and twelve (12) months Base Pay plus Bonus
for Employee Classification C, D and E. The Salary Separation Payment (without
regard to any payments described in Section 7.2) for Employee Classification A
shall not exceed the sum of (I) thirty (30) months Base Pay and (II) 200% Bonus.

       Employee
    Classification                  Salary Separation Payment

           A          Two (2) years Base Pay (as defined in Section 6.1(a)) plus
                      200% Bonus (as defined in Section 6.1(a)) plus two (2)
                      weeks  Base Pay for each full year of service from first
                      hire date.

           B          One (1) year Base Pay plus 100%  Bonus plus two (2) weeks
                      Base Pay for each full year of service from first hire
                      date.

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           C          Six (6) months Base Pay plus 75%  Bonus plus one and
                      one-half (1.5) weeks Base Pay for each full year of
                      service from first hire date.

           D          Four (4) months Base Pay plus 33%  Bonus plus one (1) week
                      Base Pay for each full year of service from first hire
                      date.

           E          Two (2)  months Base Pay plus 15%  Bonus plus one (1) week
                      Base Pay for each full year of service from first hire
                      date.

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