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February 28, 2000



Mr. David S. Loeb
[Address]



Dear Dave,

Set forth in this letter are certain agreements between you and Countrywide:

1.  As set forth in Angelo's November 22, 1999 memo and confirmed in my
         January  18,  2000  letter  to  you,  the  term of the  Third  Restated
         Employment  Agreement  between you and Countrywide  Credit  Industries,
         Inc. (the "3-1-99  Agreement")  will expire as of February 28, 2000 and
         not be renewed by the Board. As we previously discussed,  your last day
         of  full-time  employment  will be February  28, 2000 in order for your
         entire  compensation  amount for FY2000 to be deductible under existing
         tax rules. As we discussed,  however, you will be paid through February
         29,  2000.  Pursuant  to the 3-1-99  Agreement,  you have been  granted
         85,000  options  effective  today,  February 28, 2000.  Attached is the
         Stock Option Agreement granting these 85,000 shares. These options will
         first be exercisable in three increments of 28,333,  28,333 and 28,334,
         respectively,  on the first three  anniversaries  of the date of grant.
         The options will expire if they remain unexercised at the expiration of
         five  years  from the date of  grant.  You will  receive  an  incentive
         compensation  award for fiscal  year 2000 in an amount  equal to 25% of
         the amount of the incentive compensation award payable to Angelo Mozilo
         for fiscal year 2000. In addition,  in  recognition  of your service to
         Countrywide  as Chairman for almost thirty  years,  you will receive an
         additional $500,000 as part of your incentive  compensation award. This
         award  will be paid some time  during  April or May 2000 in  accordance
         with prior  company  practice.  You will also  continue  to receive the
         benefits  under  the  terms of  Countrywide's  pension,  SERP and split
         dollar  life  insurance  programs in which you  currently  participate,
         provided  that upon the  cessation of your  full-time  employment,  the
         death benefit payable to your trust under your insurance policy will be
         reduced from $5.2 million to $2.6 million. Countrywide will continue to
         pay  premiums  in the  amounts  required  such that the life  insurance
         policy  will have a cash value  sufficient  to allow the  insurance  to
         remain in force up to age 95 and provide a death benefit  sufficient to
         return to  Countrywide  the premiums paid by it and also to pay to your
         trust an amount no less than $2.6 million.  The documents for the split
         dollar life insurance  program will be amended to our mutual reasonable
         satisfaction to achieve this result.

2.       As a part-time employee,  options will continue to vest as described in
         each relevant option agreement and shall expire pursuant to their terms
         or as described in the Part Time  Employment  Agreement  dated February
         28, 2000,  provided that you may not sell or transfer for consideration
         in any ninety day  period,  without  the prior  written  consent of the
         Board of Directors,  more than 500,000 of the Countrywide option shares
         listed or described on Exhibit A attached  hereto,  provided,  however,
         the  foregoing  limitation  will not apply to any sales of such  shares
         solely for purposes of paying taxes incurred by you upon exercise,  but
         not the sale, of any such options.  However,  as a part-time  employee,
         you will not be eligible for any future option grant  Countrywide  will
         maintain the registration of all your options on SEC Form S-8 until the
         earlier of their exercise or expiration.

3.       Countrywide will transfer to you ownership of those computers
         currently being provided to you by  Countrywide.  IndyMac will pay for
         any  continuing  subscriptions  for software or services in connection
         with the  computers.  All  Countrywide-related  software  (e.g.  lotus
         notes) will be replaced by comparable IndyMac-related software.

4.       Effective  February 28, 2000,  you will resign as a member of the Board
         of Directors of Countrywide Credit Industries, Inc. as well as from the
         boards of all Countrywide  subsidiary  companies.  In light of the fact
         that   Countrywide's   Director   Emeritus   program  applies  only  to
         non-employee  directors  retiring  from the  Board  and in light of the
         "non-compete"  condition to becoming a Director Emeritus, you would not
         become a Director  Emeritus of Countrywide  upon your  resignation from
         the Board. Also, in light of your resignation from the Board, you would
         not receive the honorary title of Chairman Emeritus of Countrywide.  It
         is  understood  that you  will  continue  as a  director,  officer  and
         employee  of  IndyMac.   The  Investor  Relations  Department  of  both
         Countrywide and IndyMac will collaborate on a press release announcing,
         among other things,  your retirement from Countrywide,  a copy of which
         will be given to you for your  review and  comment  prior to  issuance.
         After  February  28,  2000,  Countrywide  will  not  treat  you  as  an
         "affiliate" of Countrywide for purposes of the Securities Act of 1933.

5.       You  would no  longer  require  the use of an  office  and  secretarial
         services at the Countrywide Calabasas facility.  Also, we are currently
         holding  a large  number  of your  stock  certificates  in the  safe in
         Countrywide's Treasury Department.  Please provide us with instructions
         as to what to do with these certificates.

6.       As part of your employment  arrangement with IndyMac, it is anticipated
         IndyMac would provide you and Heidi with medical coverage and benefits.
         In the event that IndyMac fails or refuses to provide medical  coverage
         for you and  Heidi  through  the rest of your  life  comparable  to the
         medical  coverage  and  benefits  that  Countrywide   provides  to  its
         executive management, Countrywide will provide medical coverage for you
         and Heidi  through  the rest of your life,  comparable  to the  medical
         coverage  and  benefits  that  Countrywide  provides  to its  executive
         management.  "Medical  Coverage  and  benefits"  includes  all medical,
         dental, vision and other health coverages.

7.       I have  enclosed  with this letter a letter of  resignation,  effective
         February 28, 2000, by which you will resign as an officer and member of
         the Board of Directors of Countrywide Credit  Industries,  Inc. and all
         Countrywide  subsidiary  companies.  Please  execute  the letter  where
         indicated and arrange to return it to me.

8.       Except  as  expressly  set  forth  above,   this  letter  replaces  and
         supersedes  the memo from Angelo Mozilo dated November 22, 1999 and the
         letter from me to you dated January 18, 2000.

9.       This letter  constitutes a binding  obligation of  Countrywide  and has
         been duly authorized by all Compensation Committee,  Board of Directors
         and any other requisite corporate approvals.

10.      The  provisions  of the 3-1-99  Agreement  as they relate to the period
         subsequent  to the  termination  of your  employment  under the  3-1-99
         Agreement  will remain in effect as modified by this letter  agreement.
         In this  connection,  solely for  purposes  of  eliminating  any doubt,
         Countrywide  acknowledges  that its  obligations to indemnify you under
         your  employment  agreement  and  any  other  written   indemnification
         agreement  between you and  Countrywide  continue and shall survive the
         termination of your status as a director, officer and employee.

I hope  that  the  items  set  forth  in this  letter  accurately  reflect  your
understanding  of these  arrangements.  If so, please sign where indicated below
and arrange to return a copy of this letter as well as the executed Stock Option
Agreement  covering the new grant of 85,000 options,  and the Resignation Letter
to me. As always,  should you have any questions or comments  concerning  any of
the above, please have Mr. Bonn contact me.

Sincerely,

Countrywide Credit Industries, Inc.



By:_/s/_______________________
    ---
    Sandor E. Samuels



Accepted and agreed this 28th day of February, 2000



__/s/________________________
  ---
David S. Loeb


<PAGE>



                                    Exhibit A

                                  David S. Loeb

                                Option Agreements

------------------------------------- ----------------------------------- -----------------------------------
             Grant Date                        Expiration Date                        Number of
                                                                                    Option Shares

------------------------------------- ----------------------------------- -----------------------------------
------------------------------------- ----------------------------------- -----------------------------------
                                                                                        
             03/24/1992                           03/24/2002                                           2,675
------------------------------------- ----------------------------------- -----------------------------------
------------------------------------- ----------------------------------- -----------------------------------
             03/24/1992                           03/24/2002                                         109,948
------------------------------------- ----------------------------------- -----------------------------------
------------------------------------- ----------------------------------- -----------------------------------
             04/07/1993                           04/07/2003                                         283,806
------------------------------------- ----------------------------------- -----------------------------------
------------------------------------- ----------------------------------- -----------------------------------
             06/01/1995                           06/01/2005                                          18,890
------------------------------------- ----------------------------------- -----------------------------------
------------------------------------- ----------------------------------- -----------------------------------
             06/01/1995                           06/01/2005                                         100,607
------------------------------------- ----------------------------------- -----------------------------------
------------------------------------- ----------------------------------- -----------------------------------
             06/01/1995                           06/01/2005                                          59,749
------------------------------------- ----------------------------------- -----------------------------------
------------------------------------- ----------------------------------- -----------------------------------
            06/03/1996*                           06/03/2006                                         358,089
------------------------------------- ----------------------------------- -----------------------------------
------------------------------------- ----------------------------------- -----------------------------------
            06/03/1996*                           06/03/2006                                           6,004
------------------------------------- ----------------------------------- -----------------------------------
------------------------------------- ----------------------------------- -----------------------------------
             07/11/1996                           07/11/2006                                       1,000,000
------------------------------------- ----------------------------------- -----------------------------------

                                          Total Number of Option Shares:                           1,939,768

     As of February 28, 2000

* CONTAINS OPTIONS WHICH HAVE NOT VESTED AS OF FEBRUARY 28, 2000




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