Sample Business Contracts


Employment Agreement - Countrywide Credit Industries Inc. and Angelo R. Mozilo

Employment Forms

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                       THIRD RESTATED EMPLOYMENT AGREEMENT

         THIS THIRD RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is entered
into as of March 1, 2000 by and between Countrywide Credit Industries, Inc., a
Delaware corporation ("Employer"), and Angelo R. Mozilo ("Officer").

                              W I T N E S S E T H:

         WHEREAS,  Officer  currently holds the offices of Chairman of the Board
of Directors and Chief Executive Officer of Employer; and

         WHEREAS,  Employer desires to obtain the benefit of continued  services
of Officer and Officer desires to continue to render services to Employer; and

         WHEREAS,   the  Board  of  Directors  of  Employer  (the  "Board")  has
determined that it is in Employer's  best interest and that of its  stockholders
to recognize the substantial  contribution that Officer has made and is expected
to continue to make to the Company's  business and to retain his services in the
future; and

         WHEREAS,  Employer  and Officer set forth the terms and  conditions  of
Officer's employment with Employer under an employment agreement entered into as
of March 1, 1991 (the "Original Agreement"); and

         WHEREAS,   Employer  and  Officer  entered  into  Amendment  No.  1  to
Employment  Agreement as of November 5, 1992  ("Amendment No. 1"),  entered into
Amendment No. 2 to Employment  Agreement as of November 10, 1992 ("Amendment No.
2"),  entered into a Restated  Employment  Agreement as of February 2, 1993 (the
"First  Restated  Agreement"),  and entered  into a Second  Restated  Employment
Agreement as of March 26,  1996,  as amended by  Amendment  No. 1 to  Employment
Agreement dated as of July 25, 1997 and Amendment No. 2 to Employment  Agreement
dated as of February 4, 1998 (the "Second Restated Agreement); and

         WHEREAS,  Employer and Officer desire to set forth the continued  terms
and conditions of Officer's employment with Employer under this Agreement;

         WHEREAS,  the  effectiveness  of the provisions of Section 4(b) of this
Agreement  is  subject  to the  approval  by  Employer's  stockholders  of  said
provisions  as required  under  Section  162(m) of the Internal  Revenue Code of
1986, as amended;  and the  effectiveness  of the  provisions of Section 4(c) of
this  Agreement is subject to the  approval by  Employer's  stockholders  of any
amendments  to the 1993 Plan (as defined  herein) or the adoption of a new stock
option plan  authorizing the granting of additional  stock options to the extent
necessary  so that the  options  provided  for in Section 4 (c) will  qualify as
performance based compensation under Section 162(m) of the Internal Revenue Code
of 1986, as amended.

         NOW,  THEREFORE,  in consideration of the mutual promises and covenants
herein contained, the parties hereto agree as follows:

         1. Term.  Employer agrees to employ Officer and Officer agrees to serve
Employer,  in  accordance  with the terms  hereof,  for a term  beginning on the
Effective  Date (as defined in Section 8(c) hereof) and ending on the expiration
of  the  third  Fiscal  Year  following  Officer's  receipt  of  the  Notice  of
Termination  (as defined in  paragraph  5(g)  below) from the Board  terminating
Officer's employment with Employer, unless earlier terminated in accordance with
the provisions hereof.

         2. Specific Position; Duties and Responsibilities. Employer and Officer
hereby agree that,  subject to the provisions of this  Agreement,  Employer will
employ Officer and Officer will serve Employer and its  subsidiaries as Chairman
of the Board, President and Chief Executive Officer of Employer. Employer agrees
that Officer's  duties  hereunder shall be the usual and customary duties of the
offices of Chairman of the Board, President and Chief Executive Officer and such
further duties  consistent  therewith as may be designated  from time to time by
the Board,  and shall not be  inconsistent  with the  provisions  of the charter
documents of Employer or applicable law. Officer shall have such executive power
and  authority as shall  reasonably  be required to enable him to discharge  his
duties in the  offices  that he may hold.  All  compensation  paid to Officer by
Employer or any of its subsidiaries  shall be aggregated in determining  whether
Officer has received the benefits provided for herein.

         3. Scope of this Agreement and Outside Affiliations. During the term of
this Agreement,  Officer shall devote his full business time and energy,  except
as expressly provided below, to the business,  affairs and interests of Employer
and its  subsidiaries,  and  matters  related  thereto,  and  shall use his best
efforts and  abilities  to promote its  interests.  Officer  agrees that he will
diligently  endeavor to promote the business,  affairs and interests of Employer
and its  subsidiaries and perform services  contemplated  hereby,  in accordance
with the policies  established by the Board,  which policies shall be consistent
with this Agreement.  Officer agrees to serve without additional remuneration in
such senior  executive  capacity not below the rank of Vice President for one or
more (direct or indirect) subsidiaries of Employer as the Board may from time to
time  request,  subject  to  appropriate  authorization  by  the  subsidiary  or
subsidiaries involved and any limitation under applicable law. Officer's failure
to discharge an order or perform a function  because  Officer  reasonably and in
good faith believes such would violate a law or regulation or be dishonest shall
not be deemed a breach by him of his  obligations  or duties  pursuant to any of
the  provisions of this  Agreement,  including  without  limitation  pursuant to
Section 5(c) hereof.

         During  the  course of  Officer's  employment  as a  full-time  officer
hereunder,  Officer  shall not,  without  the  consent  of the  Board,  compete,
directly or  indirectly,  with  Employer in the  businesses  then  conducted  by
Employer.

         Officer  may  serve  as a  director  or in any  other  capacity  of any
business  enterprise,  including an enterprise  whose  activities may involve or
relate to the  business of  Employer,  provided  that such  service is expressly
approved by the Board. Officer may, without seeking or obtaining approval by the
Board,  (i) make and manage personal  business  investments of his choice;  (ii)
serve in any capacity with any civic, educational or charitable organization, or
any  governmental  entity or trade  association,  and (iii) continue his current
activities  in  connection  with  IndyMac  Mortgage  Holdings,  Inc.  or IndyMac
Bancorp,  Inc.,  provided that any such activities or services do not materially
interfere or conflict with the performance of his duties hereunder.

         4.    Compensation and Benefits.
               -------------------------

                  (a) Base Salary.  Employer  shall pay to Officer a base salary
in the 2001 Fiscal  Year of  Employer  or portion  thereof at the annual rate of
$1,650,000.  Employer shall pay to Officer a base salary in the 2002 Fiscal Year
of Employer or portion thereof at the annual rate of $1,750,000;  and on March 1
of each  Fiscal  Year of  Employer  or portion  thereof  during the term of this
Agreement following  Employer's 2002 Fiscal Year, Officer's base salary shall be
increased for such Fiscal Year or portion thereof by an amount determined by the
Compensation Committee prior to the beginning of the Fiscal Year as to which the
increased  base salary is to be paid,  provided that such annual  increase shall
not be less than $200,000.

                  (b) Incentive Compensation.  Employer shall pay to Officer for
each  of the  Fiscal  Years  during  the  term of this  Agreement  an  incentive
compensation  award in the amount of the  incentive  compensation  award paid to
Officer in the previous Fiscal Year,  multiplied by a fraction (the "Performance
Ratio") the  numerator of which is the earnings per share on a diluted  basis of
Employer as reported in the audited Financial  Statements included in Employer's
Annual  Report on Form 10-K filed with the  Securities  and Exchange  Commission
(the "EPS") during such current Fiscal Year, and the denominator of which is the
EPS for the previous Fiscal Year (adjusted proportionately in the event Employer
(A)  declares  a  stock  dividend  on  its  common  stock,  (B)  subdivides  its
outstanding  common stock,  (C) combines the  outstanding  shares of its capital
stock  into a smaller  number of common  stocks or (D)  issues any shares of its
capital  stock in a  reclassification  of the common stock  (including  any such
reclassification  in connection with a consolidation or merger in which Employer
is the  continuing  or  surviving  corporation));  provided,  however,  that the
Compensation  Committee of the Board (the  "Compensation  Committee") may reduce
the  amount  of any  incentive  compensation  award  in  the  event  there  is a
substantial  distortion in EPS for the Fiscal Year in respect of which the award
is being paid  resulting  from an  acquisition,  a  divestiture,  or a change in
accounting standards. Notwithstanding anything to the contrary contained in this
Agreement,  in no event shall the Performance Ratio be less than zero.  Employer
shall pay the incentive  compensation  award  described in this Section 4(b) for
each Fiscal Year or portion  thereof,  as applicable,  as early after the end of
such Fiscal Year as practicable  but in no event more than 90 days after the end
of  such  Fiscal  Year.  In  the  event  Officer's  employment  hereunder  shall
terminate, other than for cause pursuant to Section 5(d) below or as a result of
a voluntary  resignation  pursuant to Section 5(f) below,  on or before the last
day of any Fiscal  Year,  Officer or his estate  shall be entitled to receive an
incentive  compensation  award for such  portion of the Fiscal Year during which
Officer was employed  hereunder on the same terms as set forth in sub-paragraphs
(i)  and  (ii)  above  except  that it  shall  be  calculated  as  follows:  The
compensation award as otherwise  calculated  pursuant to sub-paragraph (i) above
shall be multiplied by a fraction,  the numerator of which is the number of days
during the Fiscal Year that Officer was employed hereunder,  and the denominator
of which is 365.  Notwithstanding anything to the contrary in this Section 4(b),
payment of any incentive  compensation award hereunder must follow a decision by
the  Compensation  Committee  of the Board of  Directors  to the effect that the
requisite performance levels were achieved.

                   (c) Stock  Options.  Employer  shall grant to Officer a stock
option in respect of 500,000 shares of the Employer's  common stock on or before
June 1, 2000 in respect to  Employer's  Fiscal Year 2000,  such option to become
exercisable as to 166,666, 166,667 and 166,667 shares, respectively,  on each of
the  first  three  (3)  anniversaries  of the  date of  grant.  On  each  June 1
thereafter  during the term of this  Agreement (or on such other date  following
the expiration of a Fiscal Year of Employer as the  Compensation  Committee may,
from time to time,  designate),  Employer  shall  also  grant to  Officer  stock
options for such number of shares of Employer's common stock as the Compensation
Committee in its sole discretion  determines,  taking into account Officer's and
Employer's  performance  in each  of  such  Fiscal  Years  and  the  competitive
practices then prevailing regarding the granting of stock options, provided that
any such stock option  grant shall not be in an amount less than 350,000  shares
of Employer's  common stock.  All stock options  granted in accordance with this
Section 4(c) shall be granted  pursuant to the  Countrywide  Credit  Industries,
Inc.  1993 Stock Option Plan  (amended and  restated as of March 27,  1996),  as
amended (the "1993 Plan"), or such other stock option plan or plans as may be or
come into  effect  during  the term of this  Agreement,  shall  have a per share
exercise  price equal to the fair  market  value (as defined in the 1993 Plan or
such other plan or plans) of the common stock at the time of grant, and shall be
subject  to  vesting,  expiration  and other  provisions  as  determined  by the
Compensation Committee. The stock options granted pursuant to this Section shall
consist of incentive stock options to the extent permitted by law or regulation.
Any stock options granted hereunder in respect of any Fiscal Year from and after
Fiscal  Year 2001 shall  occur not later than one  hundred  days  following  the
Fiscal  Year to which  the  grant  relates.  In order to  qualify  for any grant
pursuant  hereto,  Officer  must be  employed by Employer on the last day of the
fiscal year to which such grant relates.

                  (d) Additional Benefits. Officer shall also be entitled to all
rights and  benefits for which he is  otherwise  eligible  under any bonus plan,
stock  purchase  plan,  participation  or  extra  compensation  plan,  executive
compensation plan, pension plan, profit-sharing plan, life and medical insurance
policy,  or other plans or  benefits,  which  Employer or its  subsidiaries  may
provide for him, or provided he is eligible to participate  therein,  for senior
officers generally or for employees generally, during the term of this Agreement
(collectively,  "Additional  Benefits").  This  Agreement  shall not  affect the
provision of any other compensation, retirement or other benefit program or plan
of Employer.

                  (e)  Continuation  of  Benefits.  If Officer's  employment  is
terminated  hereunder,  pursuant to Section 5(a), 5(b) or 5(e) hereof,  Employer
shall continue for the period  specified in Section 5(a) or 5(b) hereof or three
years in the case of a termination  pursuant to Section 5(e) hereof, as the case
may be, to provide  benefits  substantially  equivalent to  Additional  Benefits
(other than qualified pension or profit sharing plan benefits and option, equity
or stock  appreciation  or other incentive plan benefits as  distinguished  from
health,  disability  and  welfare  type  benefits)  on behalf of Officer and his
dependents and beneficiaries which were being provided to them immediately prior
to  Officer's  Termination  Date,  but only to the  extent  that  Officer is not
entitled to comparable benefits from other employment.

                  (f)  Deferral  of  Amounts  Payable  Hereunder.  In the  event
Officer  should  desire to defer  receipt of any cash payments to which he would
otherwise be entitled  hereunder,  he may do so in accordance with the terms and
conditions  of the  Countrywide  Credit  Industries,  Inc.  Amended and Restated
Deferred Compensation Plan (the "Deferred Compensation Plan"), or in the absence
of such Deferred  Compensation  Plan or any successor plan that is substantially
similar to the Deferred Compensation Plan, he may present such a written request
to the Compensation  Committee  which, in its sole discretion,  may enter into a
separate deferred compensation agreement with Officer.

         5.    Termination.  The compensation and benefits provided for herein
and the employment of Officer by Employer shall be
               -----------
terminated only as provided for below in this Section 5:

                  (a) Disability.  In the event that Officer shall fail, because
of illness, injury or similar incapacity ("Disability"),  to render for four (4)
consecutive  calendar months, or for shorter periods  aggregating eighty (80) or
more  business days in any twelve (12) month period,  services  contemplated  by
this Agreement,  Officer's full-time employment hereunder may be terminated,  by
written Notice of Termination from Employer to Officer; and thereafter, Employer
shall  continue,  from the  Termination  Date until Officer's death or the fifth
anniversary  of such notice,  whichever  first occurs (the  "Disability  Payment
Period"),  (i) to pay  compensation to Officer,  in the same manner as in effect
immediately  prior to the  Termination  Date,  in an  amount  equal to (1) fifty
percent (50%) of the then existing base salary payable  immediately prior to the
termination, minus (2) the amount of any cash payments to him under the terms of
Employer's  disability insurance or other disability benefit plans or Employer's
tax-qualified  Defined Benefit Pension Plan, and any compensation he may receive
pursuant  to any other  employment,  and (ii) to provide  during the  Disability
Payment Period the benefits specified in Section 4(e) hereof.

                  The  determination  of Disability  shall be made only after 30
days notice to Officer and only if Officer has not  returned to  performance  of
his duties during such 30-day  period.  In order to determine  Disability,  both
Employer and Officer shall have the right to provide medical evidence to support
their respective  positions,  with the ultimate decision regarding Disability to
be made by a majority of Employer's disinterested directors.

                  (b) Death. In the event that Officer shall die during the term
of  this  Agreement,   Officer's  employment  shall  terminate  subject  to  the
provisions  of this Section 5(b).  In such event,  Employer  shall pay Officer's
base salary for a period of twelve (12) months  following  the date of Officer's
death and in the manner otherwise payable  hereunder,  to such person or persons
as Officer shall have  directed in writing or, in the absence of a  designation,
to  his  estate  (the  "Beneficiary").   Employer  shall  also  provide  to  the
Beneficiary  during the twelve-month  period following the date of the Officer's
death the benefits  specified in Section 4(e) hereof.  If Officer's death occurs
while he is receiving  payments for Disability under Section 5(a)(i) above, such
payments shall cease and the  Beneficiary  shall be entitled to the payments and
benefits under this  Subsection (b), which shall continue for a period of twelve
months  thereafter at the full rate of compensation in effect  immediately prior
to the Disability.  This Agreement in all other respects will terminate upon the
death of Officer; provided, however, that the termination of the Agreement shall
not affect  Officer's  entitlement  to all other benefits in which he has become
vested or which are otherwise  payable in respect of periods ending prior to its
termination.

                  (c) Expiration of Term.  Officer's  employment hereunder shall
terminate  at the end of the third Fiscal Year of Employer  following  Officer's
receipt  of a  Notice  of  Termination  (as  defined  in  Section  5(g)  hereof)
terminating  Officer's  employment  with  Employer.  Following the expiration of
Officer's   employment   pursuant  to  this  Section  5(c),  all  of  Employer's
obligations hereunder shall terminate,  provided,  however, that the termination
of Officer's employment pursuant to this Section 5(c) shall not affect Officer's
entitlement  to his  incentive  compensation  payable  pursuant to Section  4(b)
hereof in respect of the final  Fiscal Year of  Employer  during the term hereof
and to all other  benefits in which he has become  vested or which are otherwise
payable in respect of periods ending prior to his termination of employment.

                  (d) Cause.  Employer may terminate Officer's  employment under
this  Agreement for "Cause." A termination  for Cause is a termination by reason
of (i) a material breach of this Agreement by Officer (other than as a result of
incapacity due to physical or mental illness) which is committed in bad faith or
without  reasonable belief that such breach is in the best interests of Employer
and which is not remedied  within a reasonable  period of time after  receipt of
written  notice  from  Employer   specifying  such  breach,  or  (ii)  Officer's
conviction by a court of competent  jurisdiction of a felony,  or (iii) entry of
an  order  duly  issued  by  any  federal  or  state  regulatory  agency  having
jurisdiction  in the matter  removing  Officer  from  office of  Employer or its
subsidiaries or permanently prohibiting him from participating in the conduct of
the  affairs  of  Employer  or any of its  subsidiaries.  If  Officer  shall  be
convicted  of a felony  or shall  be  removed  from  office  and/or  temporarily
prohibited  from  participating  in  the  conduct  of  Employer's  or any of its
subsidiaries'  affairs  by any  federal  or state  regulatory  authority  having
jurisdiction in the matter, Employer's obligations under Sections 4(a), 4(b) and
4(c) hereof shall be automatically  suspended;  provided,  however,  that if the
charges  resulting in such removal or prohibition are finally  dismissed or if a
final  judgment on the merits of such charges is issued in favor of Officer,  or
if the  conviction is overturned on appeal,  then Officer shall be reinstated in
full with back pay for the removal period plus accrued interest at the rate then
payable on  judgments.  During  the period  that  Employer's  obligations  under
Sections 4(a), 4(b) and 4(c) hereof are suspended,  Officer shall continue to be
entitled to receive Additional  Benefits under Section 4(d) until the conviction
of the felony or removal from office has become final and  non-appealable.  When
the  conviction  of the felony or  removal  from  office  has  become  final and
non-appealable,   all  of  Employer's  obligations  hereunder  shall  terminate;
provided, however, that the termination of Officer's employment pursuant to this
Section 5(d) shall not affect Officer's  entitlement to all benefits in which he
has become  vested or which are otherwise  payable in respect of periods  ending
prior to his termination of employment.

                  (e) Good Reason. Officer may terminate his employment for Good
Reason.  For purposes of this Agreement,  "Good Reason" shall be deemed to occur
if Employer  notifies  Officer of a termination of his employment other than for
Cause or pursuant to Section 5(c) hereof, or if Employer breaches this Agreement
in any material respect,  or if the Board (i) elects a person other than Officer
as  Employer's  President,  Chairman  of the  Board or Chief  Executive  Officer
without Officer's consent,  (ii) reorganizes  management so as to require him to
report to a person or persons  other than the  Board,  or (iii)  takes any other
action which,  in Officer's  reasonable  judgment,  results in the diminution in
Officer's  status,   title,   position  and   responsibilities   other  than  an
insubstantial  action not taken in bad faith and which is  remedied  by Employer
promptly  after  receipt of notice by Officer.  Notwithstanding  the  foregoing,
Officer  may  terminate  his  employment  for any or no reason  within  one year
following a "Change in Control" (as defined in Appendix A to this Agreement) and
such termination shall be considered a termination for Good Reason hereunder. If
Officer's  employment shall be terminated by Employer other than for Cause or by
Officer for Good Reason, then Employer shall pay Officer in a single payment, as
severance pay and in lieu of any further salary and incentive  compensation  for
periods  subsequent  to the  Termination  Date, an amount in cash equal to three
times the sum of (A) Officer's  annual base salary at the  Termination  Date and
(B) the aggregate bonus and/or incentive compensation paid or payable to Officer
in respect of the  Fiscal  Year  preceding  the Fiscal  Year in which  Officer's
Termination Date occurs.

                  Notwithstanding anything in this Agreement to the contrary, in
the event it shall be determined that any payment or distribution by Employer or
any other person or entity to or for the benefit of Officer  (within the meaning
of Section  280G(b)(2)  of the Internal  Revenue  Code of 1986,  as amended (the
"Code")),  whether paid or payable or distributed or  distributable  pursuant to
the terms of this Agreement or otherwise in connection  with, or arising out of,
his  employment  with Employer or a change in ownership or effective  control of
Employer or a substantial portion of its assets (a "Payment"),  would be subject
to the excise tax imposed by Section  4999 of the Code (the "Excise  Tax"),  the
Payments  shall be reduced  (but not below  zero) if and to the extent that such
reduction  would result in Officer  retaining a larger  amount,  on an after-tax
basis  (taking  into  account  federal,  state  and local  income  taxes and the
imposition of the Excise Tax), than if Officer received all of the Payments.  If
the application of the preceding sentence should require a reduction in Payments
or other "parachute  payments" (within the meaning of Section 280G of the Code),
unless  Officer  shall  have  designated  otherwise,  such  reduction  shall  be
implemented,  first, by reducing any non-cash  benefits to the extent  necessary
and,  second,  by reducing any cash  benefits to the extent  necessary.  In each
case,  the  reductions  shall be made starting with the payment or benefit to be
made on the latest date following the Termination Date and reducing  payments or
benefits in reverse chronological order therefrom. All determinations concerning
the application of this paragraph shall be made by a nationally  recognized firm
of independent  accountants,  selected by Officer and  satisfactory to Employer,
whose determination shall be conclusive and binding on all parties. The fees and
expenses of such accountants shall be borne by Employer.

                  (f) Resignation. Except as provided in Section 5(e) hereof, if
during the term of this Agreement,  Officer shall resign voluntarily, all of his
rights to payment or benefits hereunder shall immediately  terminate;  provided,
however,  that the termination of Officer's  employment pursuant to this Section
5(f) shall not affect  Officer's  entitlement  to all  benefits  in which he has
become vested or which are otherwise  payable in respect of periods ending prior
to his termination of employment.

                  (g)  Notice  of  Termination.  Any  purported  termination  by
Employer or by Officer shall be  communicated by a written Notice of Termination
to the other party hereto which indicates the specific termination  provision in
this Agreement,  if any,  relied upon and which sets forth in reasonable  detail
the facts and circumstances,  if any, claimed to provide a basis for termination
of Officer's  employment under the provision so indicated.  For purposes of this
Agreement,  no such purported termination shall be effective without such Notice
of  Termination.  The  "Termination  Date" shall mean the date  specified in the
Notice of Termination,  which, except as provided in Section 5(c) hereof,  shall
be no  less  than  30 or  more  than 60 days  from  the  date of the  Notice  of
Termination. Notwithstanding any other provision of this Agreement, in the event
of any termination of Officer's employment hereunder for any reason, in addition
to any incentive compensation awards or stock option grants to which Officer may
otherwise  be entitled  pursuant to the express  provisions  of this  Agreement,
Employer  shall pay Officer his full base salary through the  Termination  Date,
plus any Additional Benefits which have been earned or become payable, but which
have not yet been paid as of such Termination Date.

                  (h)  Payments.  All  payments  required  under this  Agreement
(other than the Additional  Benefits payable pursuant to Section 4(e) hereof) as
a result of the  termination  of Officer's  employment  hereunder  shall be made
within 15 days of the Termination Date or, if any portion is not then reasonably
determinable, within five (5) days after such portion is so determinable. In the
event of a dispute  concerning the validity of a purported  termination which is
maintained in good faith,  the Termination  Date shall mean the date the dispute
is finally  resolved  and  Employer  will  continue to provide  Officer with the
compensation and benefits  provided for under this Agreement,  until the dispute
is  finally  resolved  without  any  obligation  by Officer to repay any of such
amounts to Employer,  notwithstanding the final outcome of the dispute. Payments
required to be made by this  Section  5(h) are in addition to all other  amounts
due under Section 5 of this  Agreement and shall not be offset against or reduce
any other  amounts  due  under  Section 5 of this  Agreement.  Officer  shall be
required  to render  services  to  Employer  during  the  period  following  his
Termination  Date but before the dispute  concerning the  termination is finally
determined   unless   Employer  fails  to  provide  Officer  with  a  reasonable
opportunity to perform his duties under this Agreement during such period.

         6.  Reimbursement  of  Business  Expenses.  During  the  term  of  this
Agreement,  Employer  shall  reimburse  Officer  promptly  for all  expenditures
(including travel,  entertainment,  parking,  business meetings, and the monthly
costs (including dues) of maintaining  memberships at appropriate  clubs) to the
extent  that  such   expenditures   meet  the   requirements  of  the  Code  for
deductibility  by Employer for federal  income tax purposes or are  otherwise in
compliance  with the rules and  policies of Employer  and are  substantiated  by
Officer as required by the  Internal  Revenue  Service and rules and policies of
Employer.

         7.  Indemnity.   To  the  extent   permitted  by  applicable  law,  the
Certificate of  Incorporation  and the By-Laws of Employer (as from time to time
in effect) and any indemnity  agreements  entered into from time to time between
Employer and Officer, Employer shall indemnify Officer and hold him harmless for
any acts or decisions  made by him in good faith while  performing  services for
Employer,  and shall use  reasonable  efforts to obtain  coverage  for him under
liability  insurance policies now in force or hereafter obtained during the term
of this Agreement covering the other officers or directors of Employer.

         8.    Miscellaneous.
               -------------

                  (a)  Succession.  This Agreement shall inure to the benefit of
and shall be binding upon Employer,  its successors and assigns, but without the
prior written consent of Officer,  this Agreement may not be assigned other than
in  connection  with a merger  or sale of  substantially  all the  assets of the
Employer  or  similar  transaction.   Employer  shall  not  agree  to  any  such
transaction unless the successor to or assignee of the Company's business and/or
assets in such  transaction  expressly  assumes all  obligations of the Employer
hereunder.  The  obligations  and duties of Officer hereby shall be personal and
not assignable.

                  (b) Notices.  Any notices provided for in this Agreement shall
be sent to Employer at 4500 Park Granada, Calabasas, CA 91302 Attention: General
Counsel/Secretary,  with a copy to the Chairman of the Compensation Committee at
the same address,  or to such other address as Employer may from time to time in
writing designate, and to Officer at such address as he may from time to time in
writing  designate  (or his  business  address of record in the  absence of such
designation).  All notices  shall be deemed to have been given two (2)  business
days after they have been deposited as certified mail, return receipt requested,
postage paid and properly  addressed to the  designated  address of the party to
receive the notices.

                  (c) Effective Date.  This Agreement shall become  effective on
March 1, 2000 (the "Effective Date"),  subject to the condition subsequent that,
at the next regular meeting of  stockholders,  Employer's  stockholders  vote to
approve the provisions of Section 4(b) hereof. If the provisions of Section 4(b)
are not approved by  Employer's  stockholders,  Section  4(b) of this  Agreement
shall be null and void and Section 4(b) of the Second  Restated  Agreement shall
continue  in full  force and  effect in  accordance  with its terms as in effect
prior to the Effective Date.

                  (d) Entire  Agreement.  This  instrument  contains  the entire
agreement of the parties relating to the subject matter hereof,  and it replaces
and supersedes any prior agreements between the parties relating to said subject
matter, including, but not limited to, the Second Restated Agreement;  provided,
however,  that until  stockholder  approval of Section 4(b) of this Agreement is
obtained  as  contemplated  in Section  8(c) above,  Section  4(b) of the Second
Restated  Agreement  shall continue in full force and effect in accordance  with
its  terms as in  effect  prior  to the  Effective  Date.  No  modifications  or
amendments of this  Agreement  (including,  but not limited to the provisions of
Section  4 hereof)  shall be valid  unless  made in  writing  and  signed by the
parties hereto.

                  (e)  Waiver.  The  waiver of the  breach of any term or of any
condition of this Agreement  shall not be deemed to constitute the waiver of any
other breach of the same or any other term or condition.

                  (f)      California Law.  This Agreement shall be construed
and interpreted in accordance with the laws of
                           --------------
California.

                  (g) Attorneys'  Fees in Action on Contract.  If any litigation
shall occur between the Officer and Employer,  which litigation arises out of or
as a result of this Agreement or the acts of the parties hereto pursuant to this
Agreement,  or which seeks an interpretation  of this Agreement,  the prevailing
party in such litigation,  in addition to any other judgment or award,  shall be
entitled to receive such sums as the arbitrator hearing the matter shall find to
be reasonable as and for the attorneys' fees of the prevailing party.

                  (h)  Confidentiality.  Officer agrees that he will not divulge
or  otherwise  disclose,  directly  or  indirectly,  any  trade  secret or other
confidential  information concerning the business or policies of Employer or any
of its  subsidiaries  which he may have  learned  as a result of his  employment
during the term of this  Agreement or prior  thereto as an employee,  officer or
director of or consultant to Employer or any of its subsidiaries,  except to the
extent such use or disclosure is (i) necessary or appropriate to the performance
of this Agreement and in furtherance of Employer's best interests, (ii) required
by  applicable  law,  (iii)  lawfully  obtainable  from other  sources,  or (iv)
authorized  by Employer.  The  provisions of this  subsection  shall survive the
expiration, suspension or termination, for any reason, of this Agreement.

                  (i)  Remedies  of  Employer.  Officer  acknowledges  that  the
services he is obligated to render under the provisions of this Agreement are of
a special,  unique,  unusual,  extraordinary and intellectual  character,  which
gives this  Agreement  peculiar  value to Employer.  The loss of these  services
cannot be reasonably or  adequately  compensated  in damages in an action at law
and it would be difficult  (if not  impossible)  to replace these  services.  By
reason  thereof,  Officer  agrees and  consents  that if he violates  any of the
material provisions of this Agreement, Employer, in addition to any other rights
and remedies  available  under this Agreement or under  applicable law, shall be
entitled  during the  remainder of the term to seek  injunctive  relief,  from a
tribunal of  competent  jurisdiction,  restraining  Officer from  committing  or
continuing any violation of this Agreement,  or from the performance of services
to any other business entity, or both.

                  (j)  Severability.  If any provision of this Agreement is held
invalid or  unenforceable,  the remainder of this Agreement  shall  nevertheless
remain  in full  force and  effect,  and if any  provision  is held  invalid  or
unenforceable  with respect to particular  circumstances,  it shall nevertheless
remain in full force and effect in all other circumstances.

                  (k) No Obligation  to Mitigate.  Officer shall not be required
to mitigate the amount of any payment  provided for in this Agreement by seeking
other  employment  or otherwise  and,  except as provided in Section  5(a)(i)(2)
hereof,  no  payment  hereunder  shall be offset or reduced by the amount of any
compensation or benefits provided to Officer in any subsequent employment.

                  (l)  Arbitration.  The  parties  acknowledge  that  they  have
previously entered into a Mutual Agreement to Arbitrate Claims (the "Arbitration
Agreement"). The parties hereby incorporate herein by reference the terms of the
Arbitration  Agreement.  Any dispute arising regarding this Agreement and/or any
other matter covered by the  Arbitration  Agreement  shall be subject to binding
arbitration  pursuant  to the  terms of the  Arbitration  Agreement,  except  as
expressly provided herein.


<PAGE>




                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
as of the date first above written.

                                             COUNTRYWIDE CREDIT INDUSTRIES, INC.
ATTEST:

                                                   By:
------------------------------------------
Secretary
                                                   Title:


                                                   OFFICER:




                                                       Angelo R. Mozilo, in his
                                                       individual capacity




116719.03


<PAGE>


31

la-364217
18
la-364217

                                   APPENDIX A

                    To Angelo R. Mozilo Employment Agreement

A "Change in Control" shall mean the occurrence during the term of the
Agreement, of any one of the following events:

(a) An  acquisition  (other than directly from  Employer) of any common stock or
other "Voting  Securities" (as hereinafter  defined) of Employer by any "Person"
(as the  term  person  is used for  purposes  of  Section  13(d) or 14(d) of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act")),  immediately
after which such Person has "Beneficial  Ownership"  (within the meaning of Rule
13d-3  promulgated  under the Exchange Act) of twenty five percent (25%) or more
of the then outstanding shares of Employer's common stock or the combined voting
power of Employer's then outstanding Voting Securities;  provided,  however,  in
determining -------- -------
whether a Change in Control has occurred,  Voting  Securities which are acquired
in a "Non-Control  Acquisition" (as hereinafter defined) shall not constitute an
acquisition  which  would  cause a  Change  in  Control.  For  purposes  of this
Agreement,  (1) "Voting  Securities"  shall mean Employer's  outstanding  voting
securities  entitled to vote  generally in the  election of directors  and (2) a
"Non-Control  Acquisition"  shall mean an acquisition by (i) an employee benefit
plan (or a trust forming a part  thereof)  maintained by (A) Employer or (B) any
corporation  or other  Person of which a  majority  of its  voting  power or its
voting equity securities or equity interest is owned, directly or indirectly, by
Employer (for purposes of this definition, a "Subsidiary"), (ii) Employer or any
of its  Subsidiaries,  or (iii) any  Person in  connection  with a  "Non-Control
Transaction" (as hereinafter  defined);


(b) The individuals who, as of the date
of the Agreement are members of the Board (the "Incumbent Board"), cease for any
reason to constitute at least two-thirds of the members of the Board;  provided,
however,  --------  ------- that if the election,  or nomination for election by
Employer's common stockholders, of any new director was approved by a vote of at
least two-thirds of the Incumbent  Board,  such new director shall, for purposes
of this Agreement,  be considered as a member of the Incumbent  Board;  provided
further,   however,  --------  -------  -------  that  no  individual  shall  be
considered a member of the Incumbent Board if such individual  initially assumed
office as a result of either an  actual or  threatened  "Election  Contest"  (as
described in Rule 14a-11  promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board (a "Proxy Contest") including by reason of any agreement intended
to avoid or settle any Election Contest or Proxy Contest; or

(c)      The consummation of:

(i) A merger,  consolidation or reorganization  involving Employer,  unless such
merger,  consolidation  or  reorganization  is a  "Non-Control  Transaction."  A
"Non-Control  Transaction" shall mean a merger,  consolidation or reorganization
of Employer where:

(A) the stockholders of Employer,  immediately before such merger, consolidation
or reorganization, own directly or indirectly immediately following such merger,
consolidation or reorganization,  at least seventy percent (70%) of the combined
voting power of the outstanding  Voting Securities of the corporation  resulting
from such merger,  consolidation or reorganization (the "Surviving Corporation")
in substantially the same proportion as their ownership of the Voting Securities
immediately  before  such  merger,  consolidation  or  reorganization;

(B) the individuals who were members of the Incumbent Board immediately prior to
the  execution of the  agreement  providing  for such merger,  consolidation  or
reorganization  constitute  at least  two-thirds  of the members of the board of
directors  of the  Surviving  Corporation,  or in the  event  that,  immediately
following the consummation of such transaction, a corporation beneficially owns,
directly or  indirectly,  a majority of the Voting  Securities  of the Surviving
Corporation, the board of directors of such corporation; and

(C) no Person  otherthan (i) Employer,  (ii) any Subsidiary,  (iii) any employee
benefit plan (or any trust forming a part thereof)  maintained by Employer,  the
Surviving  Corporation,  or any Subsidiary,  or (iv) any Person who, immediately
prior to such merger,  consolidation or reorganization had Beneficial  Ownership
of twenty five percent (25%) or more of the then outstanding  Voting  Securities
or common stock of  Employer,  has  Beneficial  Ownership of twenty five percent
(25%) or more of the combined voting power of the Surviving  Corporation's  then
outstanding  Voting Securities or its common stock; (ii) A complete  liquidation
or  dissolution  of Employer;  or (iii) The sale or other  disposition of all or
substantially all of the assets of Employer to any Person
(other  than a transfer  to a Subsidiary).

                Notwithstanding the foregoing,  a Change in Control shall not be
deemed to occur  solely  because  any Person  (the  "Subject  Person")  acquired
Beneficial  Ownership of more than the permitted  amount of the then outstanding
common stock or Voting Securities as a result of the acquisition of common stock
or Voting  Securities  by Employer  which,  by reducing  the number of shares of
common stock or Voting Securities then  outstanding,  increases the proportional
number of shares Beneficially Owned by the Subject Persons;  provided,  however,
that if a Change in Control would occur (but for the operation of this sentence)
as a result of the acquisition of common stock or Voting Securities by Employer,
and after such share  acquisition  by Employer,  the Subject  Person becomes the
Beneficial  Owner of any  additional  common  stock or Voting  Securities  which
increases  the  percentage  of the  then  outstanding  common  stock  or  Voting
Securities  Beneficially  Owned by the Subject Person,  then a Change in Control
shall occur.


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