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Change in Control Agreement - Countrywide Credit Industries Inc.

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                      COUNTRYWIDE CREDIT INDUSTRIES, INC.
                        CHANGE IN CONTROL SEVERANCE PLAN

                  (As Amended and Restated September 11, 2000)

         WHEREAS,  the Board of Directors  (the "Board") of  Countrywide  Credit
Industries,  Inc., a Delaware  corporation (the "Company"),  originally  adopted
this Plan on September 12, 1996,  recognizing  that the threat of an unsolicited
takeover or other change in control of the Company may occur which can result in
significant  distractions  of its  personnel  and  disrupt  the  business of the
Company  with  respect to  attracting  and  retaining  employees  of every level
because of the uncertainties inherent in such a situation; and

         WHEREAS,  the Board has determined that it is essential and in the best
interests of the Company and its  shareholders to be able to retain the services
of its  personnel  at a time  when the  Company  is  considering  its  strategic
alternatives,  including  possible change in control  transactions,  in order to
ensure their  continued  dedication and efforts  without undue concern for their
personal financial and employment security.

         NOW, THEREFORE, in order to fulfill the above objectives, the following
plan has been developed and is hereby adopted.

1.  Purpose

         It is the  purpose of the  Company,  through  this  Plan,  to provide a
         salary continuation  payment and certain other benefits for each of its
         employees who is a Participant  in the Plan and (a) who separates  from
         service with the Company for Good Reason or (b) whose  employment  with
         the Company is involuntarily terminated (other than for Cause, death or
         an Excluded Termination), in either case, on or after the date on which
         a Change in Control  occurs and within  the time  limits  specified  in
         Section 5.1.

2.  Contractual Right

         Upon and after a Change in Control, each Participant shall have a fully
         vested,  nonforfeitable  contractual  right,  enforceable  against  the
         Company, to the benefits provided for under Section 6 of this Plan upon
         the  conditions  specified in Section 5.1.  Such  contractual  right to
         receive such  benefits if the  conditions  specified in Section 5.1 are
         fulfilled  shall  arise on the  date on which  the  Change  in  Control
         occurs.

3.  Duration

         This Plan shall be effective as of the date the Plan is approved by the
         Board or such other date as the Board shall designate in its resolution
         approving the Plan. The Plan shall continue in effect until  terminated
         in accordance with Section 9.

                    4.  Definitions.  For purposes of this Plan,  the  following
                    definitions shall apply: -----------

         4.1      Affiliate:  "Affiliate"  shall mean with respect to any person
                  or entity, any entity, directly or indirectly,  controlled by,
                  controlling  or under  common  control  with  such  person  or
                  entity.

                    4.2  Board:  "Board"  shall mean the Board of  Directors  of
                    Countrywide Credit Industries, Inc. -----

         4.3      Cause:   "Cause"  shall  exist  where  the   Participant   (a)
                  intentionally  and  continually  failed to perform  reasonably
                  assigned duties,  (b) willfully engaged in misconduct which is
                  demonstrably   and   materially   injurious  to  the  Company,
                  monetarily  or  otherwise  , (c) engaged in a  transaction  in
                  connection  with the  performance  of his or her duties to the
                  Company  for  personal  profit to  himself  or  herself or (d)
                  willfully  violated any law,  rule or regulation in connection
                  with the  performance of his or her duties (other than traffic
                  violations or similar  offenses).  Failure by a Participant to
                  perform  the   Participant's   duties  during  any  period  of
                  disability shall not constitute Cause.

                    4.4 Change in Control:  A "Change in Control" shall mean the
                    occurrence during the term of this -----------------
                  Plan, of any one of the following events:

                    (a) An acquisition (other than directly from Company) of any
                    common stock or other "Voting  Securities"  (as  hereinafter
                    defined) of Company 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 Company's common stock or
                    the  combined  voting power of  Company'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 Plan,  (1)
                    "Voting Securities" shall mean Company'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) the Company 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 the Company
                    (for purposes of this definition, a "Subsidiary"),  (ii) the
                    Company 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 May 6, 1996 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 the Company'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 Plan,  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  the Company,  unless such merger,
                                    consolidation   or   reorganization   is   a
                                    "Non-Control  Transaction."  A  "Non-Control
                                    Transaction"    shall    mean   a    merger,
                                    consolidation  or   reorganization   of  the
                                    Company where:
                    (A) the  Company's  stockholders,  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  other  than  (i)  the  Company,   (ii)  any
                    Subsidiary,  (iii) any  employee  benefit plan (or any trust
                    forming  a part  thereof)  maintained  by the  Company,  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 the Company,  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 the Company;
                    or

                    (iii) The sale or other disposition of all or
                                    substantially  all  of  the  assets  of  the
                                    Company 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 the Company 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 Person;  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 the  Company,  and after  such
                  share  acquisition by the Company,  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.

                  Notwithstanding  anything to the contrary contained herein, if
                  the  employment  of a  Participant  is  terminated  (i) at the
                  request of a third party who has  indicated  an  intention  or
                  taken  steps  reasonably  calculated  to  effect a  Change  in
                  Control  and who  effectuates  a  Change  in  Control  or (ii)
                  otherwise in connection  with, or in anticipation of, a Change
                  in Control which  actually  occurs,  then for purposes of this
                  Plan the date of a Change  in  Control  with  respect  to that
                  Participant  shall be deemed to be the date immediately  prior
                  to the date of the Participant's termination.

         4.5      Company:  "Company" shall mean Countrywide  Credit Industries,
                  Inc. and any successor thereto, including, without limitation,
                  any  person  (as  such  term  is used in  Sections  13(d)  and
                  14(d)(2) of the Securities  Exchange Act of 1934, as amended),
                  partnership(s)   or  corporation(s)   acquiring   directly  or
                  indirectly all or substantially  all of the business or assets
                  of the Company.

                    4.6 Excluded Termination:  "Excluded Termination" shall have
                    the meaning as set forth in Section --------------------
                  5.2 of this Plan.

         4.7      Good  Reason:  A  Participant  shall  have "Good  Reason"  for
                  terminating employment with the Company only if one or more of
                  the  following  occurs,  within  one year  after a  Change  in
                  Control, without the Participant's express written consent:

                  (a)      a reduction by the Company in the Participant's  base
                           salary  or the  termination  or  reduction  of  award
                           opportunities (other than equity-based opportunities)
                           under   any   bonus  or   commission   in  which  the
                           Participant    participates   unless   a   comparable
                           arrangement  (embodied  in an ongoing  substitute  or
                           alternative plan,  practice or formula) has been made
                           with respect to the  Participant's  participation  in
                           such bonus or commission; or

                  (b)      for any  Participant  who  immediately  prior  to the
                           Change   in   Control   is  a  member   of   employee
                           classification A or B (as set forth in Appendix A), a
                           change in the Participant's title,  position,  duties
                           or  responsibilities   which  represents  an  adverse
                           change  from his or her  title,  position,  duties or
                           responsibilities  as in effect  immediately  prior to
                           such change; or

                  (c)      the relocation of the office at which the Participant
                           is  principally  employed  immediately  prior  to the
                           Change in Control to a location  more than fifty (50)
                           miles  from  the  location  of  such  office,  or the
                           Participant being required to be based anywhere other
                           than  such   office,   except  to  the   extent   the
                           Participant   was  not   previously   assigned  to  a
                           principal  location and except for required travel on
                           the  Company's  business  to an extent  substantially
                           consistent  with the  Participant's  business  travel
                           obligations at the time of the Change in Control.

                  (d)      notwithstanding the foregoing,  the Participant shall
                           not have Good Reason to terminate employment with the
                           Company (or otherwise have the right to claim that he
                           or  she  has  been  constructively   terminated  from
                           employment)  due solely to the fact that the  Company
                           shall cease to be a public company and shall become a
                           subsidiary of another publicly-traded corporation.

                  Any event described in Section 4.7(a), (b) or (c) which occurs
                  prior  to  a  Change  in  Control  but  which  the   Executive
                  reasonably  demonstrates to the Senior Human Resources Manager
                  (1) was at the request of a third party who has  indicated  an
                  intention  or taken steps  reasonably  calculated  to effect a
                  Change in Control or (2) otherwise  arose in connection  with,
                  or in anticipation  of, a Change in Control,  shall constitute
                  Good Reason for purposes of this Plan  notwithstanding that it
                  occurred prior to a Change in Control.

                  Notwithstanding the foregoing,  no action by the Company shall
                  give rise to Good Reason if it results from the  Participant's
                  termination for Cause, death or an Excluded Termination.

                    4.8  Operating  Unit:   "Operating   Unit"  shall  mean  any
                    subsidiary, division or other business unit of
                  --------------
                  Company or any Affiliate.

         4.9      Participant:  "Participant"  shall  mean a  full-time  regular
                  employee  of the  Company  or any of its  subsidiaries  who is
                  either active or on a legally  protected leave of absence who,
                  on the date  immediately  preceding  the  date of a Change  in
                  Control,  is employed in one of the  employee  classifications
                  set forth in  Appendix  A.  Employees  of the  Company who are
                  Managing  Directors and above who are covered under individual
                  employment agreements shall not be Participants in this Plan.

                    4.10  Plan:   "Plan"  shall  mean  the  Countrywide   Credit
                    Industries, Inc. Change in Control Severance ----
                  Plan (As Amended and Restated September 11, 2000).

         4.11     "Post-Transaction  Good Reason"  means with respect to offered
                  employment  or the continued  employment,  as the case may be,
                  with a  Post-Transaction  Employer (as defined in Section 5.2)
                  following a Transaction (as defined in Section 5.2):

                  (a)      a reduction in the  Participant's  annual base salary
                           or   the    termination   or   reduction   of   award
                           opportunities (other than equity-based opportunities)
                           under  any  bonus or  commission  plan in  which  the
                           Participant    participates   unless   a   comparable
                           arrangement  (embodied  in an ongoing  substitute  or
                           alternative plan,  practice or formula) has been made
                           with respect to the  Participant's  participation  in
                           such  bonus or  commission  in either  case below the
                           greater  of the rate in effect  (i) as of the date of
                           the  Transaction  or (ii) on any date  following  the
                           Transaction;

                  (b)      for any  Participant  who  immediately  prior  to the
                           Change   in   Control   is  a  member   of   employee
                           classification A or B (as set forth in Appendix A), a
                           change in the Participant's title,  position,  duties
                           or  responsibilities   which  represents  an  adverse
                           change  from his or her  title,  position,  duties or
                           responsibilities  as in effect  immediately  prior to
                           such  change,  in  any  case  as  determined  by  the
                           Participant in Good Faith; or

                  (c)      the relocation of the office at which the Participant
                           is  principally  employed  immediately  prior  to the
                           Transaction  to a location more than fifty (50) miles
                           from the location of such office,  or the Participant
                           being  required to be based  anywhere other than such
                           office,  except to the extent the Participant was not
                           previously  assigned  to  a  principal  location  and
                           except for required travel on the Company's  business
                           to  an  extent  substantially   consistent  with  the
                           Participant's business travel obligations at the time
                           of the Transaction;

                    4.12 Senior Human Resources Manager: "Senior Human Resources
                    Manager" shall mean the Chief ------------------------------
                    Administrative  Officer of the Company  prior to a Change in
                    Control or such person's designee.

                    4.13 Severance Benefit:  "Severance  Benefit" shall mean the
                    benefits payable in accordance with -----------------
                  Section 6 of this Plan.

5.  When Provisions Apply

         5.1      The benefits provided for under Section 6 shall be provided to
                  each  Participant who incurs a "Qualifying  Termination."  For
                  purposes of this Plan, a "Qualifying  Termination" shall occur
                  only if a Change in Control occurs and

                    (a) within one year after the Change in Control occurs,  the
                    Company  terminates the Participant's  employment other than
                    for Cause; or

                    (b) (i) within one year after the Change in Control  occurs,
                    Good Reason occurs, and

                    (ii) the Participant  terminates employment with the Company
                    within six months after the Good Reason occurs;

                  provided, however, that for any Participant who is a member of
                  employee  classification  A, the period of time  described  in
                  subparagraphs  5.1(a) and  (b)(i)  shall be  twenty-four  (24)
                  months;  provided,   further,  however,   notwithstanding  any
                  provision  in this Plan to the  contrary,  the  period of time
                described in  subparagraphs  5.1 (a) and (b)(i) above shall be
                  extended an  additional  six months for  Participants  who are
                  members of employee  classification B, C, D and E in the event
                  the Participant's  employment is terminated in connection with
                  a consolidation of the facility  (branch,  etc.) employing the
                  Participant  with  another  or a closing or  shutdown  of such
                  facility (branch,  etc.); provided,  further,  however, that a
                  Qualifying  Termination  shall not occur if the  Participant's
                  employment with the Company terminates by reason of Cause, the
                  Participant's death, or an Excluded Termination (as defined in
                  Section 5.2).

         5.2      Sale of Business or Assets. If, following a Change in Control,
                  a Participant's employment with the Company and its Affiliates
                  terminates in connection  with the sale,  divestiture or other
                  disposition  of  any  Operating  Unit  (or  part  thereof)  (a
                  "Transaction"), such termination shall not be a termination of
                  employment of the  Participant  for purposes of the Plan,  and
                  (notwithstanding  the rights  provided to the  Participant  by
                  Section  5.1)  the  Participant  shall  not be  entitled  to a
                  Severance   Benefit  as  a  result  of  such   termination  of
                  employment  if  (i)  the  Participant  is  offered   continued
                  employment,  or  continues  in  employment,  with the divested
                  Operating Unit or the purchaser of the assets of the Operating
                  Unit, as the case may be, (the "Post-Transaction Employer") or
                  their respective Affiliates on terms and conditions that would
                  not  constitute  Post-Transaction  Good  Reason  and  (ii) the
                  Company obtains an agreement from the acquiror of the stock or
                  assets of the  divested  Operating  Unit,  enforceable  by the
                  Participant, to provide or cause the Post-Transaction Employer
                  to provide  severance  pay and  benefits,  if the  Participant
                  accepts the offered employment or continues in employment with
                  the Post-Transaction  Employer or its Affiliates following the
                  Transaction,  (A) at least equal to the Severance  Benefit and
                  (B) payable upon a termination of the Participant's employment
                  with the  Post-Transaction  Employer and its Affiliates within
                  the period  described in Section 5.1 (or such part of it as is
                  then   remaining)  for  any  reason  other  than  Cause,   the
                  Participant's  death  or  a  termination  by  the  Participant
                  without  Post-Transaction  Good  Reason.  For purposes of this
                  Section 5.2, the term Cause shall have the meaning ascribed to
                  it in  Section  4.3,  but the  term  Company  as it is used in
                  Section  4.3 shall be deemed to refer to the entity  employing
                  the Participant after the Transaction.

                  A termination  of employment  described in this Section 5.2 is
                  herein  referred  to  as an  "Excluded  Termination."  In  the
                  circumstances  described in this Section 5.2, the  Participant
                  shall not be entitled to receive any  Severance  Benefit under
                  this Plan whether or not the  Participant  accepts the offered
                  employment or continues in employment.  The provisions of this
                  Section  5.2 do not create any  entitlement  to any  Severance
                  Benefit   from  the   Company  and  its   Affiliates   in  any
                  circumstances  whatsoever and are to be construed  solely as a
                  limitation on such entitlement in the circumstances herein set
                  forth.

         5.3      The fact that a Participant is eligible to immediately receive
                  retirement  benefits under the Countrywide  Credit Industries,
                  Inc.  Defined  Benefit  Pension  Plan  or  any  other  Company
                  employee benefit plan, practice or policy shall not render him
                  or her ineligible for the benefits under this Plan.

6.  Severance Benefits

         6.1      Severance Payment

                  (a)      Each Participant entitled to benefits under this Plan
                           shall  receive  as  continuation  of salary and bonus
                           and/or   commission   an  amount  as   determined  in
                           accordance  with  Appendix  A reduced  (but not below
                           zero) by the payments  and  benefits  paid or payable
                           under an  employment  agreement  or  letter  offering
                           employment as a result of or in  connection  with the
                           Qualifying   Termination   (the  "Salary   Separation
                           Payment").

                           For  purposes of  calculating  the Salary  Separation
                           Payment,  (1) the  Participant's  "Base Pay" shall be
                           the  Participant's  base annual salary as of the date
                           of  his or  her  termination  of  employment  or,  if
                           greater,  as of the  date  on  which  the  Change  in
                           Control  occurs  and (2) the  Participant's  " Bonus"
                           shall  be the  greater  of  (x)  the  average  of the
                           aggregate  bonus and/or  commission,  if any, paid or
                           payable  to the  Participant  for each of the two (2)
                           fiscal years  preceding  the fiscal year in which the
                           Participant's  termination  of employment  occurs (or
                           such  fewer  number  of  fiscal  years  for which the
                           Participant  was  eligible to receive a bonus  and/or
                           commission and (y) the bonus and/or  commission  paid
                           for the fiscal year immediately preceding the date of
                           the Change in Control.

                    (b) Except as required  by Section 7, the Salary  Separation
                    Payment  provided for in Section  6.1(a) shall be payable in
                    addition to, and not in lieu of, all other accrued,  vested,
                    earned, or deferred  compensation rights,  options, or other
                    benefits  (other  than  severance  pay or similar  benefits)
                    which may be  payable  or owing to a  Participant  following
                    termination  of  his  or  her  employment  under  any  plan,
                    including  but not limited to  retirement  and  supplemental
                    retirement  benefits,  bonus,  accrued vacation or sick pay,
                    compensation, or benefits payable under any of the Company's
                    employee benefit plans, practices or policies.

                  (c)      The Salary Separation  Payment shall not be offset or
                           reduced  by  any  unemployment   insurance   benefit,
                           payment in lieu of notice  required  under any law or
                           act, or income from  subsequent  employment  that the
                           Participant may receive.

         6.2      The period used in  computing  the Salary  Separation  Payment
                  pursuant to Section 6.1(a)(the "Salary Separation Pay Period")
                  shall be  included  as  accredited  service for the purpose of
                  receiving  or accruing  benefits  under all  employee  benefit
                  plans of the  Company,  including,  but not limited to,  group
                  health  and  life   insurance,   long-term   disability,   the
                  Countrywide  Credit  Industries,  Inc. Defined Benefit Pension
                  Plan, the  Countrywide  Credit  Industries,  Inc. Tax Deferred
                  Savings  and   Investment   Plan,   the   Countrywide   Credit
                  Industries,  Inc.  Supplemental  Executive Retirement Plan and
                  the Countrywide Credit Industries,  Inc. Deferred Compensation
                  Plan.

         6.3      For the period equal to the Salary  Separation  Pay Period and
                  commencing  on  the  date  of  Participant's   termination  of
                  employment (the "Continuation  Period"),  the Company shall at
                  its expense  (and  without  contribution  by the  Participant)
                  continue  on  behalf  of  the   Participant  and  his  or  her
                  dependents and beneficiaries (a) medical,  health,  dental and
                  prescription drug benefits, (b) short and long-term disability
                  coverage, (c) life insurance and other death benefits coverage
                  and  (d)  individual  outplacement  services  for  members  of
                  employee  classification  A and B (as set forth in Appendix A)
                  and  outplacement  services at a level to be determined by the
                  Senior Human Resources Manager for employee  classification C,
                  D and E. For a period of thirty-six (36) months for members of
                  employee  classification  A,  and  commencing  on the  date of
                  Participant's Qualifying Termination, the Company shall at its
                  expense  (and  without   contribution   by  the   Participant)
                  continue,  on behalf of the Participant,  financial  planning,
                  executive medical  examination program and executive long term
                  disability. The coverages and benefits (including deductibles,
                  if  any)   provided   under  this   Section   6.3  during  the
                  Continuation   Period  shall  be  no  less  favorable  in  the
                  aggregate to the Participant and his or her beneficiaries than
                  the most favorable of such coverages and benefits provided the
                  Participant and his or her dependents during the 90-day period
                  immediately  preceding the Change in Control or as of any date
                  following  the Change in  Control  but  preceding  the date of
                  Participant's  termination.  The obligation under this Section
                  6.3 with respect to the foregoing benefits shall be limited if
                  the  Participant  obtains  any  such  benefits  pursuant  to a
                  subsequent employer's benefit plans, in which case the Company
                  may  reduce or  eliminate  the  coverage  and  benefits  it is
                  required to provide the  Participant  hereunder as long as the
                  aggregate coverages and benefits of the combined benefit plans
                  are no less  favorable to the  Participant  than the coverages
                  and  benefits  required to be provided  hereunder.  Any period
                  during which  benefits are continued  pursuant to this Section
                  6.3 shall be considered to be in satisfaction of the Company's
                  obligation  to provide  "continuation  coverage"  pursuant  to
                  Section  4980B  of the  Internal  Revenue  Code  of  1986,  as
                  amended,  and the  period  of  coverage  required  under  said
                  Section  4980B  shall be reduced by the  period  during  which
                  benefits were provided pursuant to this Section 6.3.

         6.4      Notwithstanding  Section  6.1,  a  Participant  may  elect  to
                  receive the Salary Separation  Payment in a lump sum. Benefits
                  otherwise  receivable  by the  Participant  pursuant to clause
                  (a), (b) and (c) of Section 6.3 shall be  discontinued  if the
                  Participant accepts alternative employment with the Company or
                  any of its  Affiliates,  or requests  and  receives a lump sum
                  payment.  Payments  under  Section 6.1 shall also cease upon a
                  Participant accepting alternative  employment with the Company
                  or any of its Affiliates. If the Participant elects to receive
                  the  Salary  Separation   Payment  as  a  lump  sum,  and  the
                  Participant accepts  alternative  employment with the Company,
                  such  Participant  shall owe the  Company  the  portion of the
                  Salary  Separation  Payment  which  exceeds the amount of Base
                  Salary the  Participant  would have earned had the Participant
                  been actively employed by the Company from the date his or her
                  termination  of  employment  commenced  to the new  employment
                  commencement date.

         6.5      Any termination of employment following a Change in Control by
                  the Company or by the  Participant  shall be communicated by a
                  Notice of  Termination to the other party herein in accordance
                  with  Section  11. For  purposes  of this  Plan,  a "Notice of
                  Termination"  shall mean a written notice which shall indicate
                  the specific Qualifying Termination provision in this Plan, if
                  any, relied upon and shall set forth in reasonable  detail the
                  facts and  circumstances  that provide a basis for termination
                  of  the  Participant's   employment  under  the  provision  so
                  indicated  and  shall  specify  the  effective   date  of  the
                  Qualifying  Termination  which  shall not be less than  thirty
                  (30)  days nor more  than  sixty  (60) days from the date such
                  Notice  of  Termination  is given or such  shorter  or  longer
                  period as may be mutually  agreed  between the Company and the
                  Participant.  For  purposes  of this Plan,  no such  purported
                  Qualifying  Termination shall be effective without such Notice
                  of Termination.

         6.6      If a Participant  who is entitled to Severance  Benefits under
                  this Plan dies before receiving the Salary Separation Payment,
                  such  Payment  shall  be made to the  Participant's  surviving
                  spouse,   or,  if  there  is  no  surviving   spouse,  to  the
                  Participant's  estate.  If a  Participant  who is  entitled to
                  Severance  Benefits under this Plan dies before the end of the
                  Continuation  Period, then for the balance of the Continuation
                  Period, the Company shall be required to continue the benefits
                  provided for under Section 6.3 to the Participant's spouse and
                  dependents.

         6.7      A  Participant  who is entitled  to  benefits  under this Plan
                  shall not be required to accept or to seek other employment as
                  a condition of receiving  such benefits,  and a  Participant's
                  benefits  provided  under this Plan shall not be offset by any
                  future compensation received by the Participant.

7.  Excise Tax

         7.1      Excise Tax Limitation.
                  ------------------------

                    (a) With respect to any Participant who immediately prior to
                    the Change in Control is a member of employee classification
                    A (as set  forth in  Appendix  A),  except  as  provided  in
                    subsection (b), in the event it shall be determined that any
                    payment  or  distribution  of  any  type  to a  Participant,
                    including  accelerated vesting, to or for the benefit of the
                    Participant,  by the Company,  any Affiliate of the Company,
                    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)  who  acquires  ownership  or  effective
                    control of the Company or ownership of a substantial portion
                    of the Company's  assets (within the meaning of Section 280G
                    of the  Internal  Revenue  Code of  1986,  as  amended  (the
                    "Code"), and the regulations thereunder) or any Affiliate of
                    such  Person,  whether  paid or  payable or  distributed  or
                    distributable   pursuant  to  the  terms  of  this  Plan  or
                    otherwise  (the  "Payments"),  is or will be  subject to the
                    excise  tax  imposed  by  Section  4999  of the  Code or any
                    interest or penalties  with respect to such excise tax (such
                    excise tax,  together with any such interest and  penalties,
                    are collectively  referred to as the "Excise Tax"), then the
                    Participant  shall be  entitled  to  receive  an  additional
                    payment (a "Gross-Up  Payment") in an amount such that after
                    payment  by the  Participant  of all  taxes  (including  any
                    interest or  penalties  imposed with respect to such taxes),
                    including  any  income  tax,  employment  tax or Excise  Tax
                    imposed upon the Gross-Up Payment,  the Participant  retains
                    an amount of the  Gross-Up  Payment  equal to the Excise Tax
                    imposed upon the Payments.

                    (b) With respect to any Participant who immediately prior to
                    the Change in Control is a member of employee classification
                    A,  notwithstanding  Section (a) or any other  provision  of
                    this Plan to the  contrary,  in the event that the  Payments
                    (excluding  the payment  provided for in subsection  7.1(a))
                    exceed by less than 10% or $100,000  the  maximum  amount of
                    Payments which if made or provided to the Participant  would
                    not be subject to an Excise Tax, the Participant will not be
                    entitled  to a Gross-Up  Payment and the  Payments  shall be
                    reduced (but not below zero) to the extent necessary so that
                    no  Payment  to be made or  benefit  to be  provided  to the
                    Participant shall be subject to the Excise Tax; it being the
                    intent of the  parties  that the  Payments  shall be reduced
                    only if the  economic  detriment  to the  Participant  (on a
                    pre-tax  basis) is less than the  greater of $100,000 or 10%
                    of the  Payments.  Unless the  Participant  shall have given
                    prior  written  notice  specifying a different  order to the
                    Company to  effectuate  the  foregoing,  the  Company  shall
                    reduce or  eliminate  the  Payments,  by first  reducing  or
                    eliminating  the  portion  of the  Payments  which  are  not
                    payable in cash and then by  reducing  or  eliminating  cash
                    payments,  in each  case in  reverse  order  beginning  with
                    payments  or benefits  which are to be paid the  farthest in
                    time from the "Determination" (as defined below). Any notice
                    given by the Participant  pursuant to the preceding sentence
                    shall take precedence over the provisions of any other plan,
                    arrangement or agreement governing the Participant's  rights
                    and entitlements to any benefits or compensation.
                    (c) With respect to any Participant who immediately prior to
                    the Change in Control is a member of employee classification
                    A,  the  determination  of  whether  the  Payments  shall be
                    reduced  pursuant  to  this  Plan  and  the  amount  of such
                    reduction,   all   mathematical   determinations,   and  all
                    determinations  as  to  whether  any  of  the  Payments  are
                    "parachute  payments" (within the meaning of Section 280G of
                    the Code),  that are required to be made under this Section,
                    including determinations as to whether a Gross-Up Payment is
                    required,  the amount of such  Gross-Up  Payment and amounts
                    relevant to the last sentence of this  subsection (c), shall
                    be made by an  independent  accounting  firm selected by the
                    Company from among the five (5) largest  accounting firms in
                    the United  States or any  nationally  recognized  financial
                    planning and benefits  consulting  company (the  "Accounting
                    Firm"),   which  shall   provide  its   determination   (the
                    "Determination"),    together   with   detailed   supporting
                    calculations  regarding  the amount of any Gross-Up  Payment
                    and any other relevant  matter,  both to the Company and the
                    Participant  by no later  than ten (10) days  following  the
                    Termination Date, if applicable,  or such earlier time as is
                    requested  by  the  Company  or  the   Participant  (if  the
                    Participant reasonably believes that any of the Payments may
                    be  subject  to the  Excise  Tax).  If the  Accounting  Firm
                    determines that no Excise Tax is payable by the Participant,
                    it shall  furnish the  Participant  and the Company  with an
                    opinion  reasonably  acceptable to the  Participant  and the
                    Company that no Excise Tax is payable (including the reasons
                    therefor) and that the Participant has substantial authority
                    not to report  any  Excise  Tax on his  federal  income  tax
                    return.  If a Gross-Up  Payment is determined to be payable,
                    it shall be paid (including through withholding of taxes) to
                    the  Participant  no later than the due date for  payment of
                    the Excise Tax. Any  determination  by the  Accounting  Firm
                    shall be  binding  upon  the  Company  and the  Participant,
                    absent  manifest  error.  As a result of  uncertainty in the
                    application  of Section  4999 of the Code at the time of the
                    initial  determination by the Accounting Firm hereunder,  it
                    is possible that  Gross-Up  Payments not made by the Company
                    should  have been made  ("Underpayment"),  or that  Gross-Up
                    Payments will have been made by the Company which should not
                    have been made  ("Overpayment").  In either such event,  the
                    Accounting   Firm   shall   determine   the  amount  of  the
                    Underpayment or Overpayment  that has occurred.  In the case
                    of  an  Underpayment,   the  amount  of  such   Underpayment
                    (together  with any  interest and  penalties  payable by the
                    Participant  as a  result  of such  Underpayment)  shall  be
                    promptly  paid by the  Company to or for the  benefit of the
                    Participant. In the case of an Overpayment,  the Participant
                    shall,  at the  direction  and expense of the Company,  take
                    such steps as are reasonably necessary (including the filing
                    of  returns  and  claims  for  refund),   follow  reasonable
                    instructions  from,  and  procedures   established  by,  the
                    Company, and otherwise reasonably cooperate with the Company
                    to correct such Overpayment, provided, however, that (i) the
                    Participant shall not in any event be obligated to return to
                    the Company an amount greater than the net after-tax portion
                    of the Overpayment  that he has retained or has recovered as
                    a refund from the applicable taxing  authorities and (ii) if
                    a  Gross-Up  Payment  is  determined  to  be  payable,  this
                    provision  shall be interpreted in a manner  consistent with
                    an intent to make the  Participant  whole,  on an  after-tax
                    basis,  from the  application  of the Excise  Tax,  it being
                    understood  that the correction of an Overpayment may result
                    in the  Participant  repaying to the Company an amount which
                    is  less  than  the  Overpayment.   The  cost  of  all  such
                    determinations  made  pursuant to this Section shall be paid
                    by the  Company.  (d) With  respect to any  Participant  who
                    immediately  prior to the  Change in  Control is a member of
                    employee  classification  B,  C,  D or E (as  set  forth  in
                    Appendix  A),  notwithstanding  anything in this Plan to the
                    contrary,  in the  event  it shall  be  determined  that any
                    Payment  to or for the  benefit  of a  Participant  would be
                    subject to the Excise  Tax,  the  Payments  shall be reduced
                    (but  not  below  zero)  if  and  to the  extent  that  such
                    reduction  would  result in  Participant  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  Participant  received  all  of  the
                    Payments.  Unless the  Participant  shall  have given  prior
                    written notice  specifying a different  order to the Company
                    to  effectuate  the  foregoing,  the Company shall reduce or
                    eliminate the Payments, by first reducing or eliminating the
                    portion of the  Payments  which are not  payable in cash and
                    then by reducing or eliminating cash payments,  in each case
                    in reverse order  beginning  with payments or benefits which
                    are to be paid the farthest in time from the  determination.
                    Any  notice  given  by  the  Participant   pursuant  to  the
                    preceding sentence shall take precedence over the provisions
                    of any other plan,  arrangement  or agreement  governing the
                    Participant's  rights and  entitlements  to any  benefits or
                    compensation.  All determinations concerning the application
                    of this paragraph  shall be made by a nationally  recognized
                    firm of independent accountants or any nationally recognized
                    financial planning and benefits consulting company, selected
                    by  Participant   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  Participant.  The Company shall hold in confidence
                    and not disclose,  without the  Participant's  prior written
                    consent,  any information  with regard to the  Participant's
                    tax  position  which the  Company  obtains  pursuant to this
                    Section.

         7.2      Pooling  Transactions.  Notwithstanding  anything contained in
                  this Plan to the contrary, in the event of a Change in Control
                  which  is  also  intended  to  be  treated  as a  "pooling  of
                  interests" under generally accepted  accounting  principles (a
                  "Pooling Transaction"),  the Board shall take such actions, if
                  any,  as  are  specifically   recommended  by  an  independent
                  accounting   firm  retained  by  the  Company  to  the  extent
                  reasonably  necessary  in order  to  assure  that the  Pooling
                  Transaction will qualify as such, including but not limited to
                  (a) deferring the vesting,  exercise,  payment,  settlement or
                  lapsing of  restrictions  with respect to any option or award,
                  (b) providing that the payment or settlement in respect of any
                  option or award be made in the form of cash,  shares of common
                  stock or securities of a successor or acquirer of the Company,
                  or a  combination  of the  foregoing,  (c)  providing  for the
                  extension  of the term of any  option  or award to the  extent
                  necessary to  accommodate  the  foregoing,  but not beyond the
                  maximum  term  permitted  for  any  option  or  award  and (d)
                  amending,  deleting or making  inapplicable to the Participant
                  any  provision in this Plan or other  arrangement  pursuant to
                  which he or she receives compensation, payments or benefits.

8.  Successor to Company

         This Plan shall bind any  successor  (whether  direct or  indirect,  by
         purchase,  merger,  consolidation or otherwise) to all or substantially
         all of the business  and/or  assets of the Company,  in the same manner
         and to the same extent that the Company  would be obligated  under this
         Plan if no succession had taken place.  In the case of any  transaction
         in  which  a  successor  would  not by the  foregoing  provision  or by
         operation of law be bound by this Plan,  the Company shall require such
         successor  expressly and unconditionally to assume and agree to perform
         the  Company's  obligations  under this Plan, in the same manner and to
         the same  extent  that the  Company  would be required to perform if no
         such succession had taken place.

9.  Amendment and Plan Termination

         9.1      Amendment and Termination.  Prior to a Change in Control,  the
                  Plan may be amended or  modified  in any  respect,  and may be
                  terminated,  by resolution adopted by two-thirds of the Board;
                  provided,  however,  that no such  amendment,  modification or
                  termination,  which  would  adversely  affect the  benefits or
                  protections  hereunder of any  individual who is a Participant
                  as of the date such amendment,  modification or termination is
                  adopted  shall be effective  as it relates to such  individual
                  unless no Change in Control occurs within six (6) months after
                  such adoption,  any such attempted amendment,  modification or
                  termination adopted within six (6) months prior to a Change in
                  Control  being  null and void ab initio as it  relates  to all
                  individuals  who  were  Participants  as of the  date  of such
                  adoption; provided, further, however, that the Plan may not be
                  amended, modified or terminated, (a) at the request of a third
                  party who has  indicated an intention or taken steps to effect
                  a Change in Control and who effectuates a Change in Control or
                  (b) otherwise in connection  with,  or in  anticipation  of, a
                  Change in Control which  actually  occurs,  if the  amendment,
                  modification  or termination  adversely  affects the rights of
                  any Participant under the Plan, any such attempted  amendment,
                  modification  or  termination  being  null and void ab initio.
                  From and after the occurrence of a Change in Control, the Plan
                  (x) may not be amended or modified in any manner that would in
                  any way adversely affect the benefits or protections  provided
                  to any  individual  hereunder  and (y)  may not be  terminated
                  until the later of (i) twenty-four  (24) months after the date
                  of  the   Change  in   Control  or  (ii)  the  date  that  all
                  Participants  who have become entitled to a Severance  Benefit
                  hereunder shall have received such payments in full.

         9.2      Form of Amendment.  Any amendment or  termination  of the Plan
                  shall be  effected  by a written  instrument  signed by a duly
                  authorized officer or officers of the Company, certifying that
                  the amendment or termination has been approved by the Board.

10. Employment Status/Waiver of Rights

         This Plan does not constitute a contract of employment or impose on the
         Company any  obligation to retain the  Participant  as an employee,  to
         change the  status of the  Participant's  employment,  or to change the
         Company's policies regarding termination of employment.

         Following a Change in Control,  no waiver of rights by the  Participant
         in return for continued  employment  shall be effective with respect to
         the rights and benefits provided under this Plan.

11. Notices

         Any notice  provided  for in this Plan shall be sent to the  Company at
         4500 Park Granada, Calabasas, California 91302, Attention: Senior Human
         Resources Manager or to such other address as the Company may from time
         to time in writing  designate,  and to a Participant at such address as
         he or she may from  time to time in  writing  designate  (or his or her
         business  address of record in the absence of such  designation).  Such
         notice shall be deemed to have been given two (2)  business  days after
         it has been  deposited as certified  mail,  return  receipt  requested,
         postage paid and properly  addressed to the  designated  address of the
         party to receive the notice.

12. Severability

         If any  provision  of this Plan is held invalid or  unenforceable,  the
         remainder  of this Plan  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.

13. Governing Law

         The interpretation,  construction and performance of this Plan shall in
         all respects be governed by the laws of the State of California.


<PAGE>




         IN WITNESS WHEREOF, this Amendment and Restatement has been approved by
the Board of Directors of the Company at its meeting on September 11, 2000.

                    Countrywide Credit Industries, Inc.


                    By:    ----------------------------------------    Anne   D.
                    McCallion Managing Director, Chief Administrative Officer


                    Attest:
                    ----------------------------------------
                    Susan Bow Assistant Secretary

<PAGE>


Page 38

                                   APPENDIX A

Eligible Employee

   Classifications                                   Members

                    A Managing Directors
                    B  Executive  Vice   Presidents,   Senior  Vice  Presidents,
                    Presidents
               C  First  Vice  Presidents,   Vice   Presidents,   Regional  Vice
          Presidents

                    D Branch Managers and all other Exempt
Employees
                    E All Non-Exempt Employees


Salary Separation Payment

The Salary Separation  Payment to which a Participant is entitled shall be based
on  the  Participant's  employee  classification  as  of  the  date  immediately
preceding the date of the Participant's  Qualifying  Termination or, if greater,
as of the date on which the Change in Control occurs, and shall equal the amount
described  in the table below;  provided,  however,  that the Salary  Separation
Payment for each Participant shall not exceed  twenty-four  months Base Pay plus
Bonus for Employee  Classification  B and twelve (12) months Base Pay plus Bonus
for Employee  Classification C, D and E. The Salary Separation  Payment (without
regard to any payments  described in Section 7.2) for Employee  Classification A
shall not exceed the sum of (I) thirty (30) months Base Pay and (II) 200% Bonus.

           Employee

                    Classification Salary Separation Payment
               A             Two (2)  years  Base  Pay (as  defined  in  Section
                             6.1(a))  plus 200%  Bonus (as  defined  in  Section
                             6.1(a))  plus two (2) weeks  Base Pay for each full
                             year of service from first hire date.

                    B One (1) year Base Pay plus 100%  Bonus  plus two (2) weeks
                    Base Pay for each full year of service from first hire date.

                    C Six (6)  months  Base  Pay  plus  75%  Bonus  plus one and
                    one-half  (1.5) weeks Base Pay for each full year of service
                    from first hire date.

                    D Four (4) months  Base Pay plus 33% Bonus plus one (1) week
                    Base Pay for each full year of service from first hire date.
                    E Two (2)  months  Base Pay plus 15% Bonus plus one (1) week
                    Base Pay for each full year of service from first hire date.