Special Oversight

The Special Oversight Committee is a joint committee of the Boards of Directors of the Company and Countrywide Bank, FSB and its purpose is to assist the Boards of Directors in fulfilling their responsibility to oversee the implementation of the Company's plan of action to address certain issues related to (i) capital, liquidity and earnings enhancement; (ii) risk management, compliance, governance and controls enhancement; and (iii) mortgage industry leadership activities that will include securing adequate protections and opportunities for existing and potential customers and helping to stabilize the housing market and rebuild investor confidence in the industry.

Chair

Robert T. Parry Retired President and Chief Executive Officer Federal Reserve Bank of San Francisco

Other Committee Members

Martin R. Melone Retired Partner Ernst & Young LLP Keith P. Russell President and Chief Executive Officer Russell Financial, Inc.