IN RE CASES SEEKS RELIEF AGST CTRYWIDE HOME LOANS (Bankr.W.D.Pa. 10-8-2008)

In Re: SELECTED CASES IN WHICH THE CHAPTER 13 TRUSTEE SEEKS RELIEF AGAINST COUNTRYWIDE HOME LOANS, INC., f/k/a COUNTRYWIDE FUNDING CORP. RONDA J. WINNECOUR, TRUSTEE, Movant, v. COUNTRYWIDE HOME LOANS, INC., f/k/a COUNTRYWIDE FUNDING CORP., Respondent.

Misc. No. 07-00203 TPA, Chapter 13, Related to Document No. 122.United States Bankruptcy Court, W.D. Pennsylvania.
October 8, 2008

ORDER
THOMAS AGRESTI, Bankruptcy Judge

AND NOW, this 8th day of October, 2008, after a Status Conference held on October 2, 2008, pursuant to the August 14, 2008 Order filed at Document No. 141, and involving approval of the Joint Motion for Order Pursuant to Bankruptcy Rule 9019Approving Settlement and Compromise (“Joint Motion”) filed by Ronda J. Winnecour, Chapter 13 Trustee, and Countrywide Home Loans, Inc. at Document No. 122, together with several related matters, and, based on the representations and consent of Counsel made at the hearing, it is hereby ORDERED, ADJUDGED and DECREED
as follows:

(1) The oral requests by Counsel to withdraw the following, pending matters: (a) Objection to Proposed Settlement andCompromise filed by Debtors, Kevin W. Berkavich and Rose

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M. Berkavich at Document No. 127; (b) Objection to ProposedSettlement and Compromise filed by Debtors Jerry Paula Miller, Connie M. Martino, Mark R. Anita M. Mascuch-Gunkle, David L. Tracy A. Belke and Gregory P. Olsowski at Document No. 130; and, (c) Objection to Proposed Modifications to Settlement Agreementas set forth in the Joint Status Report of Chapter 13 StandingTrustee and Countrywide Home Loans, Inc. filed by Kevin W. Berkavich and Rose M. Berkavich, and George Willis and Dierda Willis at Document No. 160, with prejudice to refiling, areGRANTED.

(2) Effective as of the date this Order becomes final, the proposed settlement and compromise set forth in the Joint Motion
and as modified by the Amended Settlement Agreement and General Release of Claims filed at Document No. 170 (“Amended Settlement Agreement”) are found to be “fair and equitable” as to all parties in interest and otherwise meet the applicable standards for approval, See In re Martin, 91 F.3d 389, 393 (3d Cir. 1996).
Therefore the Joint Motion is GRANTED and the Amended Settlement Agreement accompanying this Order at “Attachment A” is APPROVED,
subject to the additional conditions set forth herein.

(3) The United States Trustee’s Response to Joint Motion forApproval of Settlement and Compromise between Countrywide HomeLoans, Inc., Chapter 13 Trustee Ronda J. Winnecour, and Rodneyand Lori Thompson filed by the United States Trustee at Document No. 131 is DENIED as moot in light of the approval of the Amended Settlement Agreement.

(4) The Objection to “Fee Application” of Babst, Calland,Clements Zomnir, P.C. as Contained in the Second Supplement toChapter 13 Standing Trustee’s Report of Fees and Expenses filed by Debtors Kevin W. Berkavich and Rose M. Berkavich and George Willis and

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Dierda Willis at Document No. 162, and, the Objection to “FeeApplication” of Ronda J. Winnecour the Chapter 13 StandingTrustee for the Western District of Pennsylvania filed by Debtors Kevin W. Berkavich and Rose M. Berkavich and George Willis and Dierda Willis at Document No. 163, are DENIED.

(5) Neither that portion of the Joint Motion allowing for the monetary payment of $325,000 nor this Order, shall be cited as precedent in any other case or proceeding involving the propriety of an award of such a sanction by the Court pursuant to its inherent authority, its authority pursuant to 11 U.S.C. § 105,
or, otherwise. Although the 293 separate but consolidated motions, all entitled Trustee’s Motion to Compel Countrywide Home Loans, Inc./fka Countrywide Funding Corp. to Provide Loan Histories and for Sanctions, asked the Court to impose sanctions against Countrywide, the Parties themselves have reached a settlement agreement and the Court has approached the Joint Motion as involving review of a proposed settlement and not as the imposition of a sanction. Recognizing that in addition to the matters at issue in the present action, part of the consideration from Countrywide for entering the Amended Settlement Agreement
and offering the $325,000 monetary settlement payment was in return for withdrawal by the Chapter 13 Trustee of certain claims pending in a related matter in the case of In Re Sharon Hill, Case No. 01-22574, nothing in this Order shall be construed as a finding or approval with respect to whether the Chapter 13 Trustee has been damaged in this matter or would be entitled to receive a monetary recovery for any such “damage,” either as to the hours and purported rates for her office personnel as submitted by the Chapter 13 Trustee or as to the hours and purported rates for payments made by her to her attorneys as requested by the Chapter 13 Trustee.

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(6) Despite having notice of these proceedings and numerous opportunities to do so, no attorneys of record in any of the 293 pending cases, other than Attorney Dennis J. Spyra and Attorney Frank E. Yourick, Jr., have requested to participate in the distribution of the $325,000 monetary portion of the settlement. As a result, no other claims to this fund will be recognized by the Court, the time for raising such claim or seeking such relief having long since passed.

(7) Immediately upon this Order becoming final, the total $325,000 monetary payment as part of the Settlement agreed to be paid by Countrywide to resolve and end these and other pending matters shall be distributed as follows:

(a) $10,000 to be paid to “Attorney Dennis H. Spyra”;
(b) $15,000 to be paid to “Attorney Frank E. Yourick, Jr.”; and, the
(c) Balance paid to “Ronda J. Winnecour”, in her capacity as Chapter 13 Trustee for the Western District of PA.

(8) At the time of the Status Conference, Countrywide acknowledged that of the 293 “affected” Debtors in this consolidated case, none would incur or receive any negative impact as to their respective loan histories or payoff amounts as a result of the Chapter 13 Trustee’s allegations that the “seven” replaced, voucher checks forming the basis of the Trustee’s claims were untimely applied or posted by Countrywide to a respective Debtor’s loan account. To date, audits of 49 of those accounts support Countrywide’s claim in this regard. Nevertheless, pending a completed, final audit of all 293 “affected” Debtors’ loan histories, anything in the Joint Motion
or the Amended Settlement Agreement to the contrary notwithstanding, the Court shall retain jurisdiction over this matter to consider any motion that may be filed by any of the affected Debtors

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alleging that Countrywide has failed to comply with any of its obligations to said Debtors as set forth in the Amended Settlement Agreement at Paragraph 3(d)(ii). The only prerequisite for filing such motion shall be that Countrywide has been given at least 30 days written notice at the address specified in Paragraph 3(d)(v) of the Amended Settlement Agreement of the alleged failure and the opportunity to correct it, but has failed to do so, prior to the filing of the motion. The Court may award sanctions, including attorneys fees and costs, against Countrywide in the event the Court finds it has failed to comply with the Amended Settlement Agreement in this regard, after notice and hearing.

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AMENDED SETTLEMENT AGREEMENT AND GENERAL RELEASE OF CLAIMS1. PARTIES
This Amended Settlement Agreement and General Release of Claims (the “Amended Agreement”) is made and entered into as of June 18, 2008, by and between Ronda J. Winnecour, CHAPTER 13 TRUSTEE for the Western District of Pennsylvania (“CHAPTER 13 TRUSTEE”), and Countrywide Home Loans, Inc. (“COUNTRYWIDE”), for the purpose of resolving by compromise settlement, all claims, liabilities, and disputes between them. In the remainder of this Amended Agreement, the CHAPTER 13 TRUSTEE and COUNTRYWIDE shall be referred to individually as a “Party” and collectively as the “Parties”.

2. RECITALS
This Amended Agreement supersedes and replaces the Settlement Agreement and General Release of Claims entered into by the Parties as of June 18, 2008, and is entered into with reference to the following facts:

On or about October 17, 2007, the CHAPTER 13 TRUSTEE commenced the filing of motions each entitled Trustee’s Motion to Compel Countrywide Home Loans, Inc./fka Countrywide Funding Corp. to Provide Loan Histories and for Sanctions in 293 separate cases previously filed in the U.S. Bankruptcy Court for the Western District of Pennsylvania seeking relief against COUNTRYWIDE (“Motions”);
On October 18, 2007, the Honorable Thomas P. Agresti, United States Bankruptcy Judge for the Western District of Pennsylvania, entered a Consolidation Order consolidating for administrative purposes only, the 293 separate Motions filed in the cases identified in Attachment “A” to that Order, at Miscellaneous Proceeding No. 07-00-203-TPA. A copy of Attachment “A” is attached hereto;
On December 6, 2007, Judge Agresti entered an Order of Mediation pursuant to which the Parties subsequently chose Robert S. Bernstein, Esquire, as the Mediator to attempt to resolve the Motions;
On December 21, 2007, Judge Agresti entered the Mediation Referral Order providing, inter alia, that the Parties complete mediation on or before June 2, 2008.
Among the cases wherein Motions were filed was In re Sharon Diane Hill, Case No. 01-22574 (the “Hill Case”).

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The CHAPTER 13 TRUSTEE has sought leave to join or intervene in the Hill Case in connection with a certain Amended Motion to Enforce Discharge filed by the Debtor (the “Motion to Enforce”). The Bankruptcy Court (“Court”) has not ruled upon the CHAPTER 13 TRUSTEE’s request to join or intervene in the Motion to Enforce.
On June 6, 2008, the Court extended the June 2, 2008 completion date set out in the Court’s December 21, 2007 Order until June 10, 2008;
On June 12, 2008, the Court extended the June 10, 2008 date to complete the mediation until June 17, 2008;
On June 19, 2008, the Mediator filed his Certificate of Completion affirming that the Disputes and Litigation had been settled; and
The Parties, without in any way conceding the validity or sufficiency of any claim or contention of any or all of the Parties, now desire to fully compromise, finally settle, and fully release all claims, disputes and differences related to the Dispute and Litigation.

3. AGREEMENTS, RELEASES AND PROMISES
THEREFORE, in consideration of the facts and mutual general releases and promises contained herein, and for other good and valuable consideration as described herein, the Parties promise and agree as follows:

a. The Parties have agreed to act collectively to seek Bankruptcy Court approval of
the Amended Agreement, and a condition precedent to the effectiveness of this
Amended Agreement is the entry of an Order by the Bankruptcy Court, in form
and substance acceptable to the Parties, approving this Amended Agreement
pursuant to Federal Rule of Bankruptcy Procedure 9019 (“Approval Order”),
which is final and non-appealable. The date on which this Amended Agreement
is effective shall be the day following the date on which the Approval Order
becomes final and non-appealable (the “Effective Date”).

b. Except as set forth herein, upon the Effective Date all claims, causes of action,
disputes, controversies and/or disagreements between the
CHAPTER 13 TRUSTEE, on the one hand, and COUNTRYWIDE, on the other hand, as of the
date of this Amended Agreement, shall terminate all as is more fully set forth
herein.

c. Pursuant to the terms and conditions of this Amended Agreement,
COUNTRYWIDE shall pay to the CHAPTER 13 TRUSTEE the total amount of
Three Hundred Twenty Five Thousand Dollars ($325,000.00) (the “Settlement
Amount”), within (10) days of the Effective Date as reimbursement of fees and

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expenses incurred by the CHAPTER 13 TRUSTEE in prosecuting the Motions
including the Hill Case.

d. COUNTRYWIDE further agrees, pursuant to the tenns and conditions of this
Amended Agreement, to take prompt affinnative steps to implement the
following as pennitted by law and pursuant to Court approval:

i. Reconciliation of COUNTRYWIDE records with CHAPTER 13
TRUSTEE’s records. COUNTRYWIDE will reconcile its records
regarding all amounts it believes are due from each Borrower as to the
loans relating to the 293 debtors who are the subject of the Motions with
the records of the CHAPTER 13 TRUSTEE. The amount claimed by
COUNTRYWIDE in its allowed proof of claim (or such amount as has
been determined by Order of Court) will be the starting point for this
reconciliation and will be accepted by the CHAPTER 13 TRUSTEE. To
the extent a difference exists between COUNTRYWIDE’s records and the
CHAPTER 13 TRUSTEE’s records concerning pre-petition and postpetition
payments, COUNTRYWIDE will either adjust its records to be
consistent with those of the CHAPTER 13 TRUSTEE or present the
CHAPTER 13 TRUSTEE with infonnation regarding why it believes her
records may be inaccurate. To the extent payment changes during the
pendency of a case, whether due to adjustments of loan interest rates or
escrow deposits, have resulted in a difference between
COUNTRYWIDE’s records and the CHAPTER 13 TRUSTEE’s records,
and COUNTRYWIDE has not provided the notice of such adjustments
required by Western District of Pennsylvania local rules,
COUNTRYWIDE will either waive the amount of the difference or seek
Court approval of same. This reconciliation shall be completed within one
hundred and twenty (120) days of the Effective Date. To the extent that
the CHAPTER 13 TRUSTEE and COUNTRYWIDE cannot reconcile
their records (“Disputed Claim”) COUNTRYWIDE will file the
appropriate motion with the Court within thirty (30) days of the
completion of the reconciliation process, and no later than one hundred
and fifty (150) days from the Effective Date, to detennine the allowed
amount of any Disputed Claim. Provided, however, that as to any loan
involving a Debtor whose case is subject to the Motions, an as to which
case a final order has been entered approving the
CHAPTER 13 TRUSTEE’S Final Account (as defined below) prior to the Effective Date,
the Final Account shall be accepted as correct by COUNTRYWIDE, and
it shall adjust its records accordingly.

ii. Trustee Check Issues. To the extent there has been any late fee or
incidental charge resulting from the application of funds from the
CHAPTER 13 TRUSTEE in connection with the allegedly “lost,
destroyed, or misplaced” checks that were the subject of the Motions,
COUNTRYWIDE agrees to delete such late fees or incidental charges

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from the accounts that were subject to the Motions. COUNTRYWIDE
further agrees that it will not be permitted to assess or recover attorneys’
fees relating to the alleged “lost, destroyed, or misplaced” checks, or for
defending the Motions.

iii. Affirmation of Trustee’s Final Accounting. With respect to all cases
currently pending or which may be filed in the future in the Western
District of Pennsylvania in which COUNTRYWIDE is a party, the
CHAPTER 13 TRUSTEE will serve her Motion to Approve Final
Account or similar pleading (“Final Account”) upon COUNTRYWIDE, at
c/o Ms. Kelly May and Ms. Rita Garcia, (PERSONAL), Countrywide
Home Loans, Inc., 400 Countrywide Way, Simi Valley, CA 93065, (or at
such other address that COUNTRYWIDE shall provide to the
CHAPTER 13 TRUSTEE) and COUNTRYWIDE’s counsel of record in such case.
COUNTRYWIDE will deliver to the CHAPTER 13 TRUSTEE, within
forty-five (45) days of the service of the CHAPTER
13 TRUSTEE’s Final Account, or such other time as may be directed by local rule and/or by
Order of Court, either a notice of acceptance of or an objection to the Final
Account and will serve a copy of this notice of acceptance or objection
upon the Debtor and Debtor’s counsel. IfCOUNTRYWIDE objects to the
Final Account, it shall file its objection with the Court and the objection
shall set forth the detail supporting the objection.

iv. Payoff Statement. Within sixty (60) days of: (a) the completion of the
reconciliation of its Records in accordance with Paragraph (d)(i) above;
(b) completion of its review of the CHAPTER
13 TRUSTEE’s Final Account in accordance with paragraph (d)(iii) above; or (c) upon
dismissal or conversion of any Chapter 13 Case filed in the Western
District of Pennsylvania, whichever is later, COUNTRYWIDE shall
deliver to the Debtor, Debtor’s counsel and the
CHAPTER 13 TRUSTEE a written statement (“Payoff Statement”), detailing any and all amounts
COUNTRYWIDE claims to be due from any Debtor, which items shall
include but are not limited to principal, interest, penalties, late charges,
fees, escrow items or any other charges to Debtor’s account. Provided,
however, that as to any loan involving a Debtor whose case is subject to
the Motions, and as to which case a final order has been entered approving
the CHAPTER 13 TRUSTEE’s Final Account (as defined below) prior to
the Effective Date, the Final Account shall be accepted as correct by
COUNTRYWIDE, and it shall adjust its records and provide a payoff
statement accordingly. Within ten (10) days of the Effective Date, the
CHAPTER 13 TRUSTEE will provide COUNTRYWIDE with a list of all
cases subject to the Motions where there has been a final order approving
the CHAPTER 13 TRUSTEE’s Final Account or an order dismissing or
converting such case in order to facilitate COUNTRYWIDE’s preparation
and delivery of such Payoff Statements.

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v. Single payment address. Upon the Effective Date, the CHAPTER 13
TRUSTEE shall utilize the following single payment address for all
COUNTRYWIDE-serviced loans: c/o Ms. Kelly May and Ms. Rita
Garcia, (PERSONAL), Countrywide Home Loans, Inc.,
400 Countrywide Way, Simi Valley, CA 93065. This payment address may be changed by
COUNTRYWIDE upon thirty (30) days written notice to the
CHAPTER 13 TRUSTEE. The CHAPTER 13 TRUSTEE will remit all monthly
payments in accordance with her regular monthly distribution, and the
CHAPTER 13 TRUSTEE agrees to deliver all payments to
COUNTRYWIDE by Federal Express or other overnight delivery service
at the CHAPTER 13 TRUSTEE’s expense.

vi. Thompson Matter. The CHAPTER 13 TRUSTEE has informed
COUNTRYWIDE of certain continuing disputes relating to a Chapter 13
Case styled: In re Rodney Lori Thompson, Case No. 02-22982 (the
“Thompson Case”), in which the Thompsons allege certain claims against
COUNTRYWIDE related to allegedly unpaid escrow amounts. As a
condition precedent to effectiveness of this Amended Agreement,
COUNTRYWIDE will (a) bring Thompsons’ escrow deficiency to zero
dollars effective June 20, 2008; (b) effective June 20, 2008, waive any
requirement that the Thompsons’ account require an escrow account to be
held by COUNTRYWIDE for the payment of such items as real estate
taxes and property insurance, subject to the occurrence in the future of any
default under the Thompsons’ loan which would require impound for
escrow in order to adequately protect the interests of the holder of the
loan; and (c) pay $7,000 to the Thompsons’ counsel, Sloan Associates,
within (l0) days of the Effective Date in full satisfaction of any claims
which the Thompsons may have against COUNTRYWIDE related in any
way to escrow charges to their account. Counsel for the Thompsons shall
execute a copy of this Amended Agreement as agent for his clients
acknowledging their agreement to the terms set forth in this paragraph.

vii. Hill Case. Upon approval by the Court, COUNTRYWIDE has entered
into, and will comply with, the settlement agreement reached with the
debtor Sharon Hill and her counsel. Subject to the Court’s approval ofthis
Amended Agreement, the CHAPTER 13 TRUSTEE agrees that she will
not file an objection to the approval of the settlement agreement entered
into between COUNTRYWIDE and the debtor, Sharon Diane Hill.
Immediately as is practicable after the Effective Date, the CHAPTER 13
TRUSTEE shall file the appropriate Motion to withdraw her request to
intervene or join in the Motion to Enforce in the Hill Case.

viii. Designated Contact Person. No later than the Effective Date,
COUNTRYWIDE shall designate a contact person within its staff for the
Trustee to communicate with regarding the enforcement of the terms and
conditions of this Amended Agreement, as well as other matters affecting

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cases which the CHAPTER 13 TRUSTEE administers, and shall keep
such designation current by written notice to the CHAPTER 13
TRUSTEE.

e. Pursuant to the terms and conditions of this Amended Agreement, and in
exchange for the Settlement Amount, the CHAPTER 13 TRUSTEE agrees to:

i. Return Material. Within twenty (20) days of the Effective Date, the
CHAPTER 13 TRUSTEE shall return to COUNTRYWIDE all
documents, and any copies thereof, produced by COUNTRYWIDE in
connection with the Motions and the Hill Case. If the
CHAPTER 13 TRUSTEE as her counsel have copied such documents to any electronic
database the CHAPTER 13 TRUSTEE and her counsel shall confirm the
permanent deletion of such electronic data to COUNTRYWIDE in
writing.

ii. Confidentiality. Subject, in all respects, to the provisions of paragraph (f)
below, the CHAPTER 13 TRUSTEE agrees to maintain the confidentiality
of the contents of all documents that were marked “Confidential” and that
were delivered to her by COUNTRYWIDE in connection with the Hill
Case, consistent with the terms of the Stipulated Protective Order entered
into between COUNTRYWIDE and the United States Trustee and
approved by the Court on April 2, 2008 in the Hill Case (Dkt. 177).

iii. CHAPTER 13 TRUSTEE Designated Contact Person. The CHAPTER 13
TRUSTEE shall designate a contact person within her staff for
COUNTRYWIDE to communicate with regarding the enforcement of the
terms and conditions of this Amended Agreement as well as all other
issues relating to the administration of loans serviced by
COUNTRYWIDE and shall keep such designation current by written
notice to COUNTRYWIDE.

f. Effect of Amended Agreement upon the UNITED STATES TRUSTEE — Nothing
in this Amended Agreement shall impair, alter, restrict or bind the United States
Trustee in any way whatsoever with respect to any claim or cause of action which
the United States Trustee has or may in the future assert against
COUNTRYWIDE whether related to the Motions, the Hill case or otherwise.

g. The CHAPTER 13 TRUSTEE, on her own behalf and on behalf of any and all
successors to her office, does further release and forever discharge
COUNTRYWIDE and each of the officers, directors, shareholders, partners,
affiliates, attorneys, predecessors, successors, representatives, insurers, assignees,
agents, employees, executors, administrators, heirs, and all persons acting by,
through, or in any way on behalf of COUNTRYWIDE, of and from any and all
state or federal claims, debts, defenses, liabilities, costs, attorneys’ fees, actions,
suits at law or equity, demands, contracts, expenses, damages, whether general,

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specific, punitive, exemplary, contractual or extra-contractual, and causes of
action of any kind or nature (hereinafter “Claims”) which the
CHAPTER 13 TRUSTEE, or any and all successors to her office, had, may now have, or may
claim now or in the future, to have against COUNTRYWIDE, including without
limitation, all Claims which in any way, directly or indirectly, or in any other way
arise from or are connected with or which were asserted or should or could have
been asserted in connection with the Motions and the Hill Case, and any Claims
which could have been asserted in the Motions and the Hill Case; and the Parties
further covenant and agree that this Amended Agreement may be pleaded or
asserted by or on behalf of COUNTRYWIDE as a defense and complete bar to
any Claims that may be brought against or involving COUNTRYWIDE by the
CHAPTER 13 TRUSTEE, on her own behalf and on behalf of any and all
successors to her office, with respect to any of the matters within the scope of this
Amended Agreement, excepting only the obligations of the Parties under this
Amended Agreement. This full and final release shall cover and shall include, and
does cover and does include, any and all known or future damages not now
known to any of the Parties hereto, but which may later develop or be discovered,
including the effects and consequences thereof, and including all Claims therefore
which arise out of the same facts as were alleged or could or should have been
alleged in the Motions and the Hill Case except as set forth above by the
CHAPTER 13 TRUSTEE.

COUNTRYWIDE, and all those claiming by and through COUNTRYWIDE, do
further release and forever discharge the CHAPTER 13 TRUSTEE and each of
her attorneys, insurers, representatives, assignees, agents, executors,
administrators, heirs, and all persons acting by, through, or in any way on behalf
of the CHAPTER 13 TRUSTEE, or any and all successors to her office, of and
from any and all Claims which COUNTRYWIDE had, may now have, or may
claim now or in the future, to have against the CHAPTER 13 TRUSTEE, or any
and all successors to her office, which in any way, directly or indirectly, or in any
other way arise from or are connected with or which were asserted or should or
could have been asserted in connection with the Motions and the Hill Case, and
any Claims which could have been asserted in the Motions and the Hill Case; and
the Parties further covenant and agree that this Amended Agreement may be
pleaded or asserted by or on behalf of the CHAPTER 13 TRUSTEE, or any and
all successors to her office, as a defense and complete bar to any Claims that may
be brought against or involving the CHAPTER 13 TRUSTEE, or any and all
successors to her office, by anyone acting or purporting to act through or on
behalf ofCOUNTRYWIDE with respect to any of the matters within the scope of
this Amended Agreement, excepting only the obligations of the Parties under this
Amended Agreement. This full and final release shall cover and shall include, and
does cover and does include, any and all known or future damages not now
known to any of the Parties hereto, but which may later develop or be discovered,
including the effects and consequences thereof, and including all Claims therefore
which arise out of the same facts as were alleged or could or should have been
alleged in the Motions and the Hill Case.

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It is provided further, however, that nothing in this Amended Agreement shall
release or otherwise impair Claims of any Debtor whose case was among those
subject to the Motions nor shall it release or otherwise impair claims of
COUNTRYWIDE against any such Debtor (excepting only Debtor Sharon D.
Hill, whose claims are the subject of a separate Settlement Agreement and
Release approved by the Court, and Debtors Rodney and Lori Thompson, only to
the extent such claims are addressed in this Amended Agreement).

It is provided further, however, that nothing in this Amended Agreement shall be
construed to or shall limit or impair the statutory duties or any duties imposed
upon the CHAPTER 13 TRUSTEE, or upon any successor to her office, by the
United States Trustee, any Court of competent jurisdiction or applicable law.

h. This Amended Agreement is entered into by the Parties for the purpose of
compromising and settling the matters in the Motions and the Hill Case between
and among them. This Amended Agreement does not constitute, and shall not be
construed as, an admission by any Party of the truth or validity of any claims
asserted or contentions advanced by any other Party.

i. It is expressly understood by the Parties that each Party shall bear his/her/its own
costs and attorneys’ fees, including but not limited to taxes, if any and/or if
applicable, in connection with the Motions and the Hill Case and this Amended
Agreement and the Parties waive and release any claims they otherwise have or
may have had to all such costs and attorneys’ fees, except as may otherwise be
provided herein.

j. This Amended Agreement is entered into in the Commonwealth of Pennsylvania.
The Amended Agreement, and all rights, remedies, or obligations provided for in
it, shall be construed and enforced in accordance with the laws of the
Commonwealth of Pennsylvania; and the Parties agree that any action to enforce
or interpret the terms of the Amended Agreement shall be filed in the United
States Bankruptcy Court for the Western District of Pennsylvania, provided
however, this paragraph excludes the law of conflicts and includes the law of
statute of limitations.

k. This Amended Agreement shall be construed as if all Parties prepared it, and any
uncertainty or ambiguity in the Amended Agreement shall not be interpreted
against anyone Party.

l. The provisions of this Amended Agreement are severable. If any portion,
provision, or part of this Amended Agreement is held, determined, or adjudicated
to be invalid, unenforceable or void for any reason whatsoever, each such portion,
provision or part shall be severed from the remaining portions, provisions or
parts of this Amended Agreement and shall not affect the validity or enforceability of
any remaining portions, provisions or parts.

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m. This Amended Agreement shall be and remain in full force and effect from the
date hereof until such time as the Parties mutually agree in writing, further Order
of Court or applicable law.

n. All notices, and other communications required or permitted hereunder must be in
writing and will be effective upon receipt if delivered personally, or if sent by
facsimile transmission with confirmation of delivery, or by nationally recognized
overnight courier service, to:

As to the CHAPTER 13 TRUSTEE:

Ronda J. Winnecour,
Chapter 13 Trustee USX Tower, Suite 3250

600 Grant Street Pittsburgh, PA 15219;

CHAPTER 13 TRUSTEE’s Counsel:

David W. Ross, Esq.
Babst, Calland, Clements Zomnir, P.C.
Two Gateway Center, 8th Floor
Pittsburgh, PA 15222

As to COUNTRYWIDE:

c/o Ms. Kelly May and Ms. Rita Garcia
(PERSONAL)
Countrywide Home Loans, Inc.

400 Countrywide Way Simi Valley, CA 93065

COUNTRYWIDE’s Counsel:

Thomas A. Connop, Esq.
Locke Lord Bissell Liddell, LLP

2200 Ross Avenue, Suite 2200 Dallas, TX 75201-6776; and

Dorothy Davis, Esq.
Eckert Seamans Cherin Mellott, LLC
600 Grant Street, 44th Floor
Pittsburgh, PA 15219

or to such other person and/or address as any Party may give to the other in
writing for such purpose.

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o. This Amended Agreement shall not be altered, amended, or modified by oral
representation made before or after the execution of this Amended Agreement.
All modifications must be in writing and duly executed by all Parties.

p. The Parties represent and warrant to each other that each is the sole and lawful
owner of all right, title and interest in and to every claim and other matter which
each releases in this Amended Agreement and that they have not previously
assigned or transferred, or purported to do so, to any person or other entity any
right, title or interest in any such claim or other matter. In the event that such
representation is false, and any such claim or matter is asserted against either
Party by anyone who is the assignee or transferee of such a claim or matter, then
the Party who assigned or transferred such claim or matter shall fully indemnify,
defend and hold harmless the Party against whom such claim or matter is asserted
and its successors from and against such claim or matter.

q. The Parties acknowledge that this Amended Agreement is executed voluntarily by
each ofthem, without any duress or undue influence on the part of, or on behalf of
any of them. The Parties further acknowledge that they have or had the
opportunity for representation in the negotiations for, and in the performance of,
this Amended Agreement by counsel of their choice and that they have read this
Amended Agreement, and have had it fully explained to them by their counsel
and that they are fully aware of the contents of this Amended Agreement and its
legal effect.

r. This Amended Agreement shall be effective as a full and final accord and
satisfaction and release of each matter in connection with those matters set forth
herein above.

s. This Amended Agreement shall be binding on and shall inure to the benefit of the
Parties and their respective heirs, executors, administrators, agents,
representatives, successors, and assignees.

t. This Amended Agreement constitutes a single, integrated, written contract
expressing the entire understanding and agreement between the Parties, and the
terms ofthe Agreement are contractual and not merely recitals.

u. This Amended Agreement constitutes the only agreement among the Parties on
the subject matter hereof. There is no other agreement, written or oral, expressed
or implied between the Parties with respect to the subject matter of this Amended
Agreement. The Parties declare and represent that no promise, inducement or
other agreement not expressly contained in this Amended Agreement has been
made conferring any benefit upon them.

v. The individuals whose signatures are affixed to this Amended Agreement in a
representative capacity represent and warrant that they are authorized to execute

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the Amended Agreement on behalf of and to bind the entity on whose behalf the
signature is affixed.

w. This Amended Agreement may be executed in counterpart facsimile signatures,
and all such counterparts shall constitute a single form of this Amended
Agreement.

x. The recitals set forth above are incorporated herein by reference.

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IN WITNESS WHEREOF, the Parties hereto have caused this Amended Agreement
to be executed as of the day first above written.

Dated 10/2, 2008 The Chapter 13 Trustee

_______________________________________

Dated 10/2, 2008 Countrywide Home Loans, Inc.

By: ____________________________

Its: SENIOR VICE PRESIDENT

Agreeing as to Paragraph (d)(iv) only:

Dated __________, 2008 ______________________________
Dennis Sloan
Sloan Associates, P.C.
302 East Main Street Front
P.O. Box 3A
Eau Claire, PA 16030

ATTORNEY FOR RODNEY AND LORI
THOMPSON; CASE NO. 02-22982

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