CERTIFICATE OF INCORPORATION
RED OAK MERGER CORPORATION
I, THE UNDERSIGNED, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the
State of Delaware, do hereby certify as follows:
The name of the corporation is Red Oak Merger Corporation (hereinafter referred to as the Corporation).
SECOND: The registered office of the Corporation is to be located at 1209
Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware.
The name of its registered agent at that address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation Law of
FOURTH: The total number of shares of stock which the Corporation is
authorized to issue is 1,000 shares of common stock and the par value of each of such shares is
FIFTH: The name and address of the incorporator is as follows:
Jason C. Ford
c/o Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
SIXTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and for further definition,
limitation and regulation of the powers of the Corporation and of its directors and stockholders:
number of directors of the Corporation shall be such as from time to time shall be fixed by, or in the manner provided in, the by-laws. Election of directors need not
be by ballot unless the by-laws so provide.
(2) The Board of Directors shall have powers without the assent or vote of the
stockholders to make, alter, amend, change, add to or repeal the by-laws of the Corporation; to
fix and vary the amount to be reserved for any proper purpose; to authorize and cause to be
executed mortgages and liens upon all or any part of the property of the Corporation; to
determine the use and disposition of any surplus or net profits; and to fix the times for the
declaration and payment of dividends.
(3) The directors in their discretion may submit any contract or act for
approval or ratification at any annual meeting of the stockholders or at any meeting of the
stockholders called for the purpose of considering any such act or contract, and any contract or
act that shall be approved or be ratified by the vote of the holders of a majority of the stock of
Corporation which is represented in person or by proxy at such meeting and entitled to vote
thereat (provided that a lawful quorum of stockholders be there represented in person or by
proxy) shall be as valid and as binding upon the Corporation and upon all the stockholders as
though it had been approved or ratified by every stockholder of the Corporation, whether or not
the contract or act would otherwise be open to legal attack because of directors interest, or for
any other reason.
(4) In addition to the powers and authorities hereinbefore or by statute
expressly conferred upon them, the directors are hereby empowered to exercise all such powers
and do all such acts and things as may be exercised or done by the Corporation; subject,
nevertheless, to the provisions of the statutes of Delaware, of this certificate, and to any
from time to time made by the stockholders; provided, however, that no by-laws so made shall
invalidate any prior act of the directors which would have been valid if such by-law had not been
SEVENTH: The Corporation shall, to the full extent permitted by Section 145
of the Delaware General Corporation Law, as amended from time to time, indemnify all persons
whom it may indemnify pursuant thereto.
EIGHTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within the State of
Delaware, may, on the application in a summary way of the Corporation or of any creditor or
stockholder thereof or on the application of any receiver or receivers appointed for the
Corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed for the
under the provisions of section 279 of Title 8 of the Delaware Code order a meeting of the
creditors or class of creditors, and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, to be summoned in such manner as the said court directs. If a
majority in number representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree
to any compromise or arrangement and to any reorganization of the Corporation as consequence
of such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application has been made, be
binding on all the creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the Corporation.
NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation in the manner now or hereafter
prescribed by law, and all rights and powers conferred herein on stockholders, directors and
officers are subject to this reserved power.
TENTH: The personal liability of the directors of the Corporation is hereby
eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of Section 102 of the
General Corporation Law of the State of Delaware, as the same may be amended or
supplemented. Any repeal or modification of this Article Tenth by the stockholders of the
Corporation shall not adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification with respect to acts or omissions for or with
respect to any acts or omissions of such director occurring prior to such repeal or modification.
Section 203 of the General Corporation Law of the State of Delaware shall not apply to the Corporation.
WITNESS WHEREOF, I have hereunto set my hand the 10
day of January, 2008.
/s/ Jason C. Ford
Name: Jason C. Ford
Title: Sole Incorporator
CERTIFICATE OF MERGER
COUNTRYWIDE FINANCIAL CORPORATION
(a Delaware corporation)
with and into
RED OAK MERGER CORPORATION
(a Delaware corporation)
Pursuant to Section 251 of the General Corporation Law of the State of Delaware (the
DGCL), Red Oak Merger Corporation, a Delaware corporation (ROMC), hereby certifies
the following information relating to the merger of Countrywide Financial Corporation, a
Delaware corporation (Countrywide), with and into ROMC (the Merger):
The name and state of incorporation
of each of the constituent corporations (the Constituent
Corporations) in the Merger are:
State of Incorporation
Red Oak Merger Corporation
Countrywide Financial Corporation
The Agreement and Plan of Merger, dated as of January II, 2008, by and among
Countrywide, Bank of America Corporation and ROMC (the Merger
Agreement), setting forth the terms and conditions of the Merger, has been
approved, adopted, certified, executed and acknowledged by each of the
Constituent Corporations in accordance with the requirements of Section 251 of
ROMC shall be the surviving corporation of the Merger (the Surviving
Corporation) and the name of the Surviving Corporation following the Merger
shall be Countrywide Financial Corporation.
The certificate of incorporation of ROMC in effect immediately prior to the
effective time of the Merger shall be amended such that Item 1 thereof shall read
as follows: The name of the corporation is Countrywide Financial
Corporation, and as so amended, shall be the certificate of incorporation of the
The executed Merger Agreement is on file at the principal place of business of the
Surviving Corporation at Bank of America Corporate Center, 100 N. Tryon
Street, Charlotte, North Carolina 28255.
A copy of the Merger Agreement will be furnished by the Surviving Corporation,
on request and without cost, to any stockholder of either Constituent Corporation.
The Merger shall become effective as of 12:01 a.m., Eastern Daylight time, on July 1, 2008.
[signature page follows]
ROMC has caused this Certificate of Merger to be executed by its duly authorized officer on this
day of June, 2008.