AMENDMENT No. 2 TO EMPLOYMENT AGREEMENT
THIS AMENDMENT No. 2 (the "Second Amendment") is entered into as of February
4, 1998 to amend the Restated Employment Agreement (the "Employment Agreement")
dated as of March 26, 1996 by and between Countrywide Credit Industries, Inc., a
Delaware corporation ("Employer"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("Officer").
WITNESSETH:
WHEREAS, Employer and Officer previously entered into the Employment
Agreement, as amended by Amendment No. 1 entered into as of July 25, 1997; and
WHEREAS, Employer and Officer desire to amend the Employment Agreement as
set forth below.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained, the parties hereto agree as follows:
1. Section 2 is amended in its entirety as follows:
"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 Chief Executive Officer and Vice Chairman of
Employer. Employer agrees that Officer's duties hereunder shall be the
usual and customary duties of the offices of Chief Executive Officer
and Vice Chairman 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 which 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."
2. Except as otherwise specifically amended hereby, the Employment
Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Second Amendment as of
the date first above written.
COUNTRYWIDE CREDIT INDUSTRIES, INC.
By: /s/_____________________________
Title:______________________________
OFFICER:
/s/__________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, in his
individual capacity