Gary E. Medler, Esq.
Hinshaw & Culbertson, LLP
222 N. LaSalle St.
Chicago, IL 60601

Re: Douglas A. Winter

Dear Mr. Medler:

This is to inform you that, pursuant to sections 8(b)(3) and 8(e)(7)(B) of the Federal Deposit Insurance Act, as amended (the “FDI Act”) (12 U.S.C. §§ 1818(b)(3) & (e)(7)(B)), the Board of Governors of the Federal Reserve System (the “Board”), has approved your request on behalf of your client, Douglas A. Winter, who is subject to an Order of Prohibition issued by the Federal Deposit Insurance Corporation on May 18, 1990 to accept employment as a senior vice president and regional manager for Countrywide Home Loans of Minnesota, Woodbury, Minnesota (“Countrywide of Minnesota”). Countrywide of Minnesota is a nonbank subsidiary of Countrywide Financial Corporation, Calabasas, California , a bank holding company.

Your correspondence of July 28, August 19, and August 23, 2005, notes that Mr. Winter has decided to change employment from Wells Fargo Home Mortgage, Inc. to Countrywide of Minnesota. On June 26, 1996, the Board consented to Mr. Winter’s acceptance of employment at Wells Fargo Home Mortgage, Inc. (then known as Norwest Mortgage, Inc.). That consent covered only his employment with Wells Fargo Home Mortgage.

You have represented that Mr. Winter’s employment with Countrywide of Minnesota will involve only mortgage banking business, that he will be supervised by more senior officers of Countrywide Financial, that he will not participate in the affairs of Countrywide Financial’s insured depository institution subsidiary, and that he will not be involved in the purchase, sale, trading or pricing of securities. You have also represented that Mr. Winter will not be routinely involved in the direct underwriting of loans or in the credit decision-making process at Countrywide of Minnesota, but that he will have the authority to override the granting or denial of credit for business purposes, on a rare, exception basis.

You have further represented that Mr. Winter has not been subject to any employment/personnel action, consumer complaint, or regulatory or other investigation related to his conduct or performance as an employee with Wells Fargo Home Mortgage.

The foregoing approval covers only the duties outlined in your above-referenced correspondence, and then only for Mr. Winter’s employment with Countrywide of Minnesota. Any expansion of Mr. Winter’s duties or employment at Countrywide of Minnesota into the investment area or the credit underwriting area (beyond the rarely invoked, override basis described above) would require another request for prior written approval pursuant to section 8(e)(7)(B) of the FDI Act.

Except for duties specifically described in this letter, Mr. Winter may not participate in any manner in the affairs of Countrywide of Minnesota, Countrywide Financial, or any other insured depository institution, bank holding company, or institution or agency specified in section 8(e)(7) of the FDI Act, without the consent of the FDIC and any other appropriate federal financial institutions regulatory agency.

Under the provisions of section 8(e)(7)(B), the Board will publicly disclose this action.

If you have any questions regarding this matter, please contact Mr. Stephen Meyer, Assistant General Counsel, Legal Division, at 202-452-2522.

Sincerely,

Jennifer J. Johnson
Secretary of the Board

cc: Terry Schwakopf
Executive Vice President
Federal Reserve Bank of San Francisco

Michael J. Zamorski,
Director, Division of Supervision and Consumer Protection
Federal Deposit Insurance Corp.
Washington, DC 20429

John F. Carter
Regional Director
Federal Deposit Insurance Corp.
25 Jessie St. at Ecker Sq., Suite 2300
San Francisco, CA 94105

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