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Employment Agreement - Countrywide Credit Industries Inc. and David S. Loeb

Employment Forms

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                       THIRD RESTATED EMPLOYMENT AGREEMENT


         THIS RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is in effect as of
March 1, 1999 by and between  Countrywide  Credit  Industries,  Inc., a Delaware
corporation ("Employer"), and David S. Loeb ("Officer").


                              W I T N E S S E T H:

         WHEREAS,  Officer  currently holds the offices of Chairman of the Board
of Directors of Employer (the "Board") and President of Employer; and

         WHEREAS,  effective as of March 1, 1999 (the "Effective  Date") Officer
desires to voluntarily resign as Chairman of the Board of Employer; and

         WHEREAS,  from and after the Effective Date, 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  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  most  recently set forth the terms and
conditions  of Officer's  employment  with  Employer  under the Second  Restated
Employment Agreement as of March 26, 1996 (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.

         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 and  terminating on the first  anniversary of the Effective Date;
provided,  however,  that in the event that a "Change in Control" (as defined in
Appendix A to this Agreement) shall occur prior to the first  anniversary of the
Effective  Date, the term of Officer's  employment  under this  Agreement  shall
automatically  be extended until the second  anniversary of the Effective  Date.
Notwithstanding anything contained in this Agreement to the contrary,  Officer's
employment  with Employer may be  terminated at any time in accordance  with the
provisions hereof.

         2. Specific Position; Duties and Responsibilities.  Effective as of the
Effective Date,  Officer shall cease to hold the office of Chairman of the Board
of Employer and Employer and Officer hereby agree that during the term set forth
in this  Agreement,  Employer will  continue to employ  Officer and Officer will
continue to serve Employer as President.  Employer agrees that Officer's  duties
hereunder shall be designated  from time to time by the Board,  and shall not be
inconsistent  with those  customarily  assigned to a senior executive having the
status,  experience and expertise of Officer.  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.

         3. Scope of this Agreement and Outside Affiliations. During the term of
this  Agreement,  Officer  shall devote such of his business  time and energy as
shall be  necessary  to  discharge  his duties  hereunder,  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 as a director
and/or in such senior executive  capacity not below the rank of President of 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(b) hereof.

         During the course of Officer's employment 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 make and manage personal business investments
of his choice,  serve in any capacity with any civic,  educational or charitable
organization, governmental entity or trade association, and continue his current
activities in connection with Indymac Mortgage Holdings,  Inc. and those certain
activities in Reno,  Nevada in which  Officer  engages as of the date hereof and
may,  in any  geographic  location,  engage in  activities  that are the same or
substantially  similar  to those  certain  activities  in Reno,  Nevada in which
officer engages as of the date hereof, in each case without seeking or obtaining
approval by the Board,  provided such  activities and services do not materially
adversely affect the performance of his duties hereunder.

         4.    Compensation and Benefits.

                  Base Salary.  Employer shall pay to Officer a base salary at
an annual rate of $650,000.

                  (b) Incentive  Compensation:  Fiscal Year 1999. Employer shall
pay to Officer  for the Fiscal  Year  ending in 1999 an  incentive  compensation
award in accordance  with the provisions of Sections 4(b) of the Second Restated
Agreement.

                  (c) Incentive  Compensation:  Fiscal Year 2000. Employer shall
pay to Officer  for the Fiscal  Year  ending in 2000 an  incentive  compensation
award in an  amount  equal to 25% of the  amount of the  incentive  compensation
award  paid or payable to the  Chairman  of the Board in respect of such  Fiscal
Year.

                  (d)  Incentive  Compensation:  Fiscal Year 2001.  In the event
that the term of Officer's  employment  under this  Agreement  shall be extended
until the second anniversary of the Effective Date as a result of the occurrence
of a Change in Control, Employer shall pay to Officer for the Fiscal Year ending
in 2001  an  incentive  compensation  award  in an  amount  equal  to 25% of the
incentive  compensation  award paid or payable to Officer in accordance with the
provisions of Section 4(b) of this Agreement for the Fiscal Year ending in 1999.

                  (e)  Timing  of  Payment  of  Incentive  Compensation  Awards.
Employer  shall pay to Officer the incentive  compensation  awards  described in
Sections 4(b),  4(c) and 4(d) of this Agreement for each Fiscal Year as early as
practicable  after  the end of the  Fiscal  Year to which  each  such  incentive
compensation  award relates,  but in no event more than 90 days after the end of
such Fiscal Year;  provided,  however,  that the incentive  compensation  awards
described in Sections  4(b),  4(c) and 4(d) of this  Agreement  may be paid,  in
whole  or in part,  prior  to the end of the  Fiscal  Year to  which  each  such
incentive  compensation award relates,  on such terms and conditions and at such
times as may otherwise be mutually agreed upon by Employer and Officer.

                  (f) Stock  Options.  Officer  shall,  at the same time  during
calendar  year  2000  as  Employer  shall  grant  stock  options  to its  senior
executives  generally  (but in no event  later than June 30,  2000),  be granted
stock options to purchase a number of shares of Employer's common stock equal to
25% of the number of shares of Employer's  common stock subject to stock options
granted  to the  Chairman  of the  Board of  Employer  at such  time;  provided,
however,  that in no event shall  Officer be granted  stock  options to purchase
more than 85,000 shares of Employer's common stock. All stock options granted in
accordance  with this Section 4(f) shall be granted  pursuant to the Countrywide
Credit Industries, Inc. 1993 Stock Option Plan, as amended (the "1993 Plan"), or
such other stock  option  plan or plans as may be in or come into effect  during
the term of  Officer's  employment  with  Employer  and  shall  have a per share
exercise  price equal to the fair  market  value (as defined in the 1993 Plan or
such other applicable plan or plans) of the common stock at the time of grant.

                  (g) 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,  deferred  compensation
plan,  life or 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 Officer's employment with Employer (collectively, "Additional
Benefits").  This  Agreement  shall  not  affect  the  provision  of  any  other
compensation, retirement or other benefit program or plan of Employer.

         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)      Death.  Officer's employment with Employer under thi
 Agreement shall immediately terminate upon Officer's death.

                  (b) 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),
4(c),  4(d), 4(e) and 4(f) 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),  4(c),  4(d), 4(e) and 4(f)
hereof  are  suspended,  Officer  shall  continue  to  be  entitled  to  receive
Additional  Benefits  under Section 4(g),  but only 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,  Officer's  employment  with Employer under this Agreement shall
immediately terminate.

                  (c) Other  Termination.  Officer's  employment  with  Employer
under this Agreement may be terminated  other than by Employer for Cause or as a
result of  Officer's  death at any time by either  Employer or  Officer.  In the
event of any such  termination,  Officer's  employment  with Employer under this
Agreement  shall  terminate as of the  Termination  Date (as defined  below) set
forth in the Notice of  Termination  (as  defined  below)  with  respect to such
termination.

                  (d)  Notice  of  Termination.  Any  purported  termination  by
Employer or by Officer pursuant to this Section 5 (other than a termination as a
result of  Officer's  death)  shall be  communicated  in a writing (a "Notice of
Termination")  to the  other  party  hereto.  In  the  event  that  a  purported
termination of Officer's  employment with Employer  hereunder is by Employer for
Cause,  the Notice of  Termination  shall  state that  Employer  is  terminating
Officer's  employment  for Cause and shall set forth in  reasonable  detail  the
facts and circumstances  claimed to provide a basis for such a termination.  For
purposes of this Agreement,  no purported termination shall be effective without
a Notice of Termination. The "Termination Date" shall mean the date specified in
the  Notice of  Termination,  which,  except in the  event of a  termination  by
Employer  for  Cause,  shall  not be less than 30 nor more than 60 days from the
date of the Notice of Termination.

                  (e) Effect of a Termination. Upon any termination of Officer's
employment with Employer under this Agreement,  except as expressly set forth in
subparagraphs   (i)  through  (v)  of  this  Section  5(e),  all  of  Employer's
obligations hereunder shall terminate.

                           (i)      Upon a termination of Officer's employment
with Employer under this Agreement for any reason:  (A)
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; and (B) Officer,  or in the
event of  Officer's  death,  such  person  or  persons  as  Officer  shall  have
designated  in  writing  or,  in the  absence  of  such a  written  designation,
Officer's  estate (the  "Beneficiaries"),  shall be entitled to all  benefits in
which Officer  shall have become  vested or which shall  otherwise be payable in
respect  of periods  ending  prior to  termination  (other  than the  Additional
Benefits referred to in clause (A) of this subparagraph).

                           (ii)     Upon a termination, at any time, of
Officer's employment with Employer under this Agreement forany reason other than
by Employer  for Cause or as a result of Officer's  death,Employer shall,  until
Officer's death,  continue to provide medical coverage to Officer  and his
spouse on a basis  substantially  equivalent  to that on which
Employer  provided medical coverage to Officer and his spouse  immediately prior
to termination of Officer's  employment  with Employer (with such changes as may
from time to time be applicable to Employer's other senior  executives and their
spouses generally), provided, however, that Officer and his spouse shall only be
entitled to such  medical  coverage,  if and to the extent  that  Officer or his
spouse, as the case may be, is not entitled to comparable  medical coverage from
other employment.

                           (iii) Upon a termination of Officer's employment with
Employer under this Agreement other than (A) by
Employer  for  Cause or (B)  within  one year  following  a Change  in  Control,
voluntarily by Officer or by Employer other than for Cause,  Employer  shall, as
soon as practicable  following  Employer's  determination of the amount thereof,
pay  Officer  or the  Beneficiaries,  as the case may be, the Pro Rata Bonus (as
defined below).  The "Pro Rata Bonus" shall mean the amount equal to the product
of (A) the bonus or incentive  award  referred to in Section 4(b),  4(c) or 4(d)
hereof, as the case may be, to which Officer would have been entitled in respect
of the Fiscal Year in which the Termination Date shall have occurred had Officer
continued in employment  with Employer until the end of such Fiscal Year and (B)
the fraction  obtained by dividing (1) the number of days elapsed in such Fiscal
Year through the Termination Date by (2) 365.

                           (iv)     Upon a termination, within one year
following a Change in Control, of Officer's employment with Employer under this
Agreement by Employer other than for Cause or voluntarily by Officer,  Employer
shall pay Officer an amount  equal to three times the sum of (A) Officer's
annual base salary at the Termination Date and (B) an amount equal
to 25% of the  incentive  compensation  award  paid or  payable  to  Officer  in
accordance  with  Section 4(b) of this  Agreement  for the Fiscal Year ending in
1999.

                           (v)      Notwithstanding anything to the contrary
contained in any applicable plan of Employer or in any other agreement  between
Employer and Officer,  upon a termination of Officer's employment  with Employer
under this  Agreement as a result of Officer's  death,all theretofore unvested
or unexercisable  options to purchase stock of Employer then held by Officer
shall become vested and exercisable.

                           (vi)     Notwithstanding anything to the contrary
contained in any applicable plan of Employer or in any other agreement  between
Employer and Officer,  upon a termination of Officer's employment with Employer
under this Agreement for Cause, all options to purchase stock of the Employer
 then held by Officer shall immediately be forfeited.

                  (f)  Payments.  All  cash  payments  (other  than the Pro Rata
Bonus, which shall be paid to Officer or the Beneficiaries,  as the case may be,
as soon as practicable following Employer's determination of the amount thereof)
required  under  this  Agreement  as a result of the  termination  of  Officer's
employment  hereunder  shall be made within fifteen (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.

                  (g) Excise Tax.  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.

         6.  Reimbursement  of Business  Expenses.  During the term of Officer's
employment  with  Employer  as provided  under 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,  California  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 (i) 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  and (ii) shall be deemed to have
been  given on the  date of  delivery  if  notice  is given by means of  Federal
Express or other reputable overnight courier service.

                  (c) 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 this Agreement shall become effective,  the Second Restated
Agreement  shall  continue  in  full  force  and  effect.  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.

                  (d)  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.

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

                  (f) 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 court  hearing the matter shall find to be
reasonable as and for the attorneys' fees of the prevailing party.

                  (g)  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  at any  time 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 Officer's
employment with Employer.

                  (h)  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.

                  (i)  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.

                  (j) 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 no payment  hereunder (other than payments in
respect  of the  medical  coverage  to be  provided  to  Officer  and his spouse
pursuant to Section 5(e)(ii) hereof) shall be offset or reduced by the amount of
any compensation or benefits provided to Officer in any subsequent employment.

                  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:



                                                   David S. Loeb, in his
                                                   individual capacity

235382.10

<PAGE>





                                   APPENDIX A
                       To David Loeb Employment Agreement

                  A "Change in Control" shall mean the occurrence,  prior to the
first anniversary of the Effective Date, 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 Effective Date 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 other than (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.