Exhibit 10.7.3

                                        COUNTRYWIDE CREDIT INDUSTRIES, INC.
     DEFERRED COMPENSATION PLAN AMENDED AND RESTATED EFFECTIVE MARCH 1, 2000

                                        Originally Effective August 1, 1993

                                   Amended and Restated Effective March 1, 2000

                                                 Copyright (C) 1997
                                       By Compensation Resource Group, Inc.

                                                All Rights Reserved


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<S>                      <C>                                                                                <C>


                                                      Page 35
                                                TABLE OF CONTENTS
                                                                                                           Page

Purpose    ...................................................................................................1

ARTICLE 1            Definitions............................................................................  1

ARTICLE 2            Selection, Enrollment, Eligibility....................................................  10
         2.1         Selection by Committee................................................................  10
         2.2         Enrollment Requirements...............................................................  10
         2.3         Eligibility; Commencement of Participation............................................  10
         2.4         Termination of Participation and/or Deferrals.........................................  10

ARTICLE 3            Deferral Commitments/Crediting/Taxes..................................................  10
         3.1         Minimum Deferral......................................................................  10
         3.2         Maximum Deferral......................................................................  11
         3.3         Election to Defer; Effect of Election Form............................................  12
         3.4         Withholding of Annual Deferral Amounts................................................  12
         3.5         Annual Company Contribution Amount....................................................  12
         3.6         Stock Option Amount.................................................................... 13
         3.7         Investment of Trust Assets............................................................. 13
         3.8         Source of Stock........................................................................ 13
         3.9         Vesting................................................................................ 13
         3.10        Crediting/Debiting of Account Balances................................................. 13
         3.11        FICA, Withholding and Other Taxes...................................................... 16

ARTICLE 4            Short-Term Payout; Unforeseeable Financial Emergencies; Withdrawal Election............ 17
         4.1         Short-Term Payout...................................................................... 17
         4.2         One-Time Rollover Election............................................................. 17
         4.3         Other Benefits Take Precedence Over Short-Term Payout.................................. 17
         4.4         Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies.................. 17
         4.5         Withdrawal Election.................................................................... 18

ARTICLE 5            Retirement Benefit..................................................................... 18
         5.1         Retirement Benefit..................................................................... 18
         5.2         Payment of Retirement Benefit.......................................................... 18
         5.3         Death Prior to Completion of Retirement Benefit........................................ 19

ARTICLE 6            Pre-Retirement Survivor Benefit........................................................ 19
         6.1         Pre-Retirement Survivor Benefit........................................................ 19
         6.2         Payment of Pre-Retirement Survivor Benefit............................................. 19

ARTICLE 7            Termination Benefit.................................................................... 20
         7.1         Termination Benefit.................................................................... 20
         7.2         Payment of Termination Benefit......................................................... 20

ARTICLE 8            Disability Waiver and Benefit.......................................................... 20
         8.1         Disability Waiver...................................................................... 20
         8.2         Continued Eligibility; Disability Benefit.............................................. 21

ARTICLE 9            Beneficiary Designation................................................................ 21
         9.1         Beneficiary............................................................................ 21
         9.2         Beneficiary Designation; Change; Spousal Consent....................................... 21
         9.3         Acknowledgment......................................................................... 21
         9.4         No Beneficiary Designation............................................................. 22
         9.5         Doubt as to Beneficiary................................................................ 22
         9.6         Discharge of Obligations............................................................... 22

ARTICLE 10           Leave of Absence....................................................................... 22
         10.1        Paid Leave of Absence.................................................................. 22
         10.2        Unpaid Leave of Absence................................................................ 22

ARTICLE 11           Termination, Amendment or Modification................................................. 22
         11.1        Termination............................................................................ 22
         11.2        Amendment.............................................................................. 23
         11.3        Effect of Payment.......................................................................24

ARTICLE 12           Administration......................................................................... 24
         12.1        Committee Duties....................................................................... 24
         12.2        Agents................................................................................. 24
         12.3        Binding Effect of Decisions............................................................ 24
         12.4        Indemnity of Committee................................................................. 24
         12.5        Employer Information................................................................... 24

ARTICLE 13           Other Benefits and Agreements.......................................................... 25
         13.1        Coordination with Other Benefits....................................................... 25
         13.2        Coordination with Other Benefit Plans.................................................. 25

ARTICLE 14           Claims Procedures...................................................................... 25
         14.1        Presentation of Claim.................................................................. 25
         14.2        Notification of Decision............................................................... 25
         14.3        Review of a Denied Claim............................................................... 26
         14.4        Decision on Review..................................................................... 26
         14.5        Legal Action........................................................................... 26

ARTICLE 15           Trust.................................................................................. 27
         15.1        Establishment of the Trust............................................................. 27
         15.2        Interrelationship of the Plan and the Trust............................................ 27
         15.3        Distributions From the Trust........................................................... 27
         15.4        Stock Transferred to the Trust......................................................... 27

ARTICLE 16           Miscellaneous.......................................................................... 27
         16.1        Status of Plan......................................................................... 27
         16.2        Unsecured General Creditor............................................................. 27
         16.3        Employer's Liability................................................................... 28
         16.4        Nonassignability....................................................................... 28
         16.5        Not a Contract of Employment........................................................... 28
         16.6        Furnishing Information................................................................. 28
         16.7        Terms.................................................................................. 28
         16.8        Captions............................................................................... 28
         16.9        Governing Law.......................................................................... 28
         16.10       Notice................................................................................. 29
         16.11       Successors............................................................................. 29
         16.12       Spouse's Interest...................................................................... 29
         16.13       Validity............................................................................... 29
         16.14       Incompetent............................................................................ 29
         16.15       Court Order............................................................................ 29
         16.16       Distribution in the Event of Taxation.................................................. 30
         16.17       Insurance.............................................................................. 30
         16.18       Legal Fees To Enforce Rights After Change in Control................................... 30

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                                           COUNTRYWIDE CREDIT INDUSTRIES, INC.
                           DEFERRED COMPENSATION PLAN

                       Originally Effective August 1, 1993

                  Amended and Restated Effective March 1, 2000

                                     Purpose

         The purpose of this Plan is to provide  specified  benefits to a select
group of management and highly compensated  Employees who contribute  materially
to the continued growth,  development and future business success of Countrywide
Credit Industries,  a Delaware corporation,  and its subsidiaries,  if any, that
sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes
of Title I of ERISA.

                                    ARTICLE 1

                                   Definitions

         For purposes of this Plan,  unless otherwise  clearly apparent from the
context,  the  following  phrases or terms  shall have the  following  indicated
meanings:  1.1 "Account  Balance" shall mean,  with respect to a Participant,  a
credit on the records of the

         Employer equal to the sum of (i) the Deferral Account balance, (ii) the
         vested Company  Contribution Account balance and (iii) the Stock Option
         Account balance.  The Account Balance, and each other specified account
         balance, shall be a bookkeeping entry only and shall be utilized solely
         as a device for the measurement and  determination of the amounts to be
         paid to a Participant,  or his or her designated Beneficiary,  pursuant
         to this Plan.

1.2      "Annual Bonus" shall mean any compensation,  in addition to Base Annual
         Salary,  paid during any Plan Year, whether or not relating to services
         performed in such Plan Year,  payable to a  Participant  as an Employee
         under any Employer's  annual bonus and cash incentive plans,  excluding
         stock options.

1.3      "Annual Company Contribution Amount" shall mean, for any one Plan Year,
         the amount determined in accordance with Section 3.5.

1.4      "Annual  Deferral  Amount"  shall mean that portion of a  Participant's
         Base Annual Salary and Annual Bonus that a Participant  elects to have,
         and is deferred,  in accordance  with Article 3, for any one Plan Year.
         In the event of a  Participant's  Retirement,  Disability (if deferrals
         cease in  accordance  with  Section  8.1),  death or a  Termination  of
         Employment prior to the end of a Plan Year, such year's Annual Deferral
         Amount shall be the actual amount withheld prior to such event.

1.5      "Annual Stock Option Amount" shall mean,  with respect to a Participant
         for any one Plan  Year,  the amount of  Qualifying  Gains  deferred  on
         Eligible Stock Option  exercise in accordance  with Section 3.6 of this
         Plan,  calculated using the closing price of Stock as of the end of the
         business day closest to the date of such Eligible Stock Option exercise

1.6      "Base Annual Salary" shall mean the annual cash  compensation  relating
         to services performed during any Plan Year, whether or not paid in such
         Plan Year or included on the Federal  Income Tax Form W-2 for such Plan
         Year, excluding bonuses, commissions,  overtime, fringe benefits, stock
         options, relocation expenses, incentive payments,  non-monetary awards,
         directors fees and other fees,  automobile and other allowances paid to
         a Participant  for employment  services  rendered  (whether or not such
         allowances  are included in the Employee's  gross income).  Base Annual
         Salary  shall  be  calculated   before   reduction   for   compensation
         voluntarily  deferred or contributed by the Participant pursuant to all
         qualified  or  non-qualified   plans  of  any  Employer  and  shall  be
         calculated   to  include   amounts  not   otherwise   included  in  the
         Participant's gross income under Code Sections 125, 402(e)(3),  402(h),
         or 403(b)  pursuant to plans  established  by any  Employer;  provided,
         however, that all such amounts will be included in compensation only to
         the extent  that,  had there been no such plan,  the amount  would have
         been payable in cash to the Employee.

1.7      "Beneficiary" shall mean one or more persons,  trusts, estates or other
         entities, designated in accordance with Article 9, that are entitled to
         receive benefits under this Plan upon the death of a Participant.

1.8      "Beneficiary  Designation  Form" shall mean the form  established  from
         time to time by the Committee that a Participant  completes,  signs and
         returns to the Committee to designate one or more Beneficiaries.

1.9               "Board" shall mean the board of directors of the Company.
1.10     "Bonus Rate" shall mean, with respect to amounts deemed invested in the
         Moody's Bond Index  Measurement Fund for a Plan Year, an interest rate,
         if any, determined by the Committee, in its sole discretion, which rate
         shall be determined and announced  before the  commencement of the Plan
         Year for  which  the rate  applies.  This rate may be zero for any Plan
         Year.

1.11 "Change in Control"  shall mean the first to occur of any 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   Acquisiton"  (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  Acquistion"  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 September 13, 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 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, 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 (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  ten
                  outstanding  common  stock or Voting  Securities  Beneficially
                  Owned by the Subject  Person,  then a Change in Control  shall
                  occur."

1.12              "Claimant" shall have the meaning set forth in Section 14.1.
1.13 "Code" shall mean the Internal  Revenue Code of 1986,  as it may be amended
from time to time.
1.14              "Committee" shall mean the committee described in Article 12.
1.15  "Company"  shall mean  Countrywide  Credit  Industries,  Inc.,  a Delaware
corporation,  and any  successor to all or  substantially  all of the  Company's
assets or business.
1.16     "Company   Contribution   Account"  shall  mean  (i)  the  sum  of  the
         Participant's  Annual Company Contribution  Amounts,  plus (ii) amounts
         credited in accordance with all the applicable  crediting provisions of
         this  Plan  that  relate  to  the  Participant's  Company  Contribution
         Account, less (iii) all distributions made to the Participant or his or
         her Beneficiary  pursuant to this Plan that relate to the Participant's
         Company Contribution Account.

1.17 "Company Stock Index  Measurement Fund" shall have the meaning set forth in
Section 3.10(c).
1.18 "Crediting Rate" shall mean, with respect to amounts deemed invested in the
Moody's Bond Index Measurement Fund for a Plan Year, an interest rate, stated as
an annual
         rate,  determined  and announced by the Committee  before the Plan Year
         for which it is to be used,  that is equal to the  applicable  "Moody's
         Rate."  The  Moody's  Rate for a Plan Year shall be an  interest  rate,
         stated as an annual rate,  that (i) is published in Moody's Bond Record
         under the heading of "Moody's Corporate Bond Yield Averages--Av. Corp."
         and (ii) is equal to the average  corporate  bond yield  calculated for
         the month of December that immediately precedes the Plan Year for which
         the rate is to be used;  provided,  however,  that,  effective March 1,
         2000,  the  Moody's  Rate for a Plan Year  shall be an  interest  rate,
         stated as an annual rate,  that (i) is published in Moody's Bond Record
         under the heading of "Moody's Corporate Bond Yield Averages--Av. Corp."
         and (ii) is equal to the average  corporate  bond yield  calculated for
         the month of October that immediately  precedes the Plan Year for which
         the rate is to be used.

1.19     "Deduction Limitation" shall mean the following described limitation on
         a  benefit  that  may  otherwise  be  distributable   pursuant  to  the
         provisions of this Plan. Except as otherwise provided,  this limitation
         shall  be  applied  to  all  distributions  that  are  "subject  to the
         Deduction  Limitation"  under this Plan.  If an Employer  determines in
         good  faith  prior to a Change in Control  that  there is a  reasonable
         likelihood  that any  compensation  paid to a Participant for a taxable
         year of the Employer would not be deductible by the Employer  solely by
         reason of the limitation under Code Section 162(m),  then to the extent
         deemed  necessary by the  Employer to ensure that the entire  amount of
         any distribution to the Participant  pursuant to this Plan prior to the
         Change in  Control is  deductible,  the  Employer  may defer all or any
         portion  of a  distribution  under  this  Plan.  Any  amounts  deferred
         pursuant to this limitation shall continue to be credited/debited  with
         additional  amounts in accordance with Section 3.11 below, even if such
         amount is being paid out in  installments.  The amounts so deferred and
         amounts credited thereon shall be distributed to the Participant or his
         or her  Beneficiary  (in the event of the  Participant's  death) at the
         earliest possible date, as determined by the Employer in good faith, on
         which  the  deductibility  of  compensation  paid  or  payable  to  the
         Participant  for the  taxable  year of the  Employer  during  which the
         distribution  is made will not be  limited  by  Section  162(m),  or if
         earlier,  the  effective  date of a Change in Control.  Notwithstanding
         anything to the contrary in this Plan, the Deduction  Limitation  shall
         not apply to any distributions made after a Change in Control.

1.20     "Deferral  Account"  shall  mean (i) the sum of all of a  Participant's
         Annual Deferral Amounts,  plus (ii) amounts credited in accordance with
         all the applicable crediting provisions of this Plan that relate to the
         Participant's  Deferral Account,  less (iii) all distributions  made to
         the  Participant or his or her  Beneficiary  pursuant to this Plan that
         relate to his or her Deferral Account.

1.21     "Disability"   shall  mean  a  period  of  disability  during  which  a
         Participant  qualifies  for  permanent  disability  benefits  under the
         Participant's   Employer's   long-term   disability   plan,  or,  if  a
         Participant does not participate in such a plan, a period of disability
         during  which  the  Participant  would  have  qualified  for  permanent
         disability  benefits  under  such a plan  had  the  Participant  been a
         participant in such a plan, as determined in the sole discretion of the
         Committee.  If the Participant's Employer does not sponsor such a plan,
         or discontinues to sponsor such a plan,  Disability shall be determined
         by the Committee in its sole discretion.

1.22 "Disability Benefit" shall mean the benefit set forth in Article 8.
1.23     "Election  Form" shall mean the form  established  from time to time by
         the Committee  that a Participant  completes,  signs and returns to the
         Committee to make an election under the Plan.

1.24  "Eligible  Employee"  shall mean an employee whose base salary is at least
$100,000 or such greater  amount as may be determined by the Committee from time
to time.
1.25     "Eligible Stock Option" shall mean, prior to July 27, 1997, one or more
         non-qualified  stock  option(s)  selected by the  Committee in its sole
         discretion.

1.26  "Employee"  shall mean a person who is an employee of any Employer and who
is compensated
         through the payroll system.
1.27     "Employer(s)"  shall mean the  Company  and/or any of its  subsidiaries
         (now in existence or  hereafter  formed or acquired)  that have adopted
         the Plan by having one or more Employees participating in the Plan.

1.28 "ERISA" shall mean the Employee  Retirement Income Security Act of 1974, as
it may be amended from time to time.
1.29 "First Plan Year" shall mean the period beginning August 1, 1993 and ending
February 28, 1994.
1.30  "Installment  Method" shall mean, for installment  payments of benefits in
pay status on or before February 28, 2000, the Monthly  Installment  Method; and
shall mean,  for  installment  payments of benefits  commencing pay status on or
after March 1, 2000, the Variable Retirement Installment Method.

1.31 "Measurement Fund" shall have the meaning set forth in Section 3.10(c).
1.32     "Monthly Installment Method" shall be a monthly installment  payment(s)
         over the number of months  selected by the  Participant  in  accordance
         with this Plan, calculated as follows:

(a) The portion of the Account Balance deemed invested in the Moody's Bond Index
Measurement  Fund (the  "Moody's  Fund  Account  Balance")  shall have  interest
credited  and  compounded  commencing  on the  first  day of the  month  after a
Participant terminates employment using a fixed interest rate that is determined
by  averaging  the  Preferred  Rates for the current  Plan year and the four (4)
preceding Plan Years.  If a participant  has completed  fewer than five (5) Plan
Years,  this average shall be determined  using the Crediting  Rate for the Plan
Years during which the Participant participated in the Plan.
(b) The  portion of the Account  Balance  deemed  invested in the Company  Stock
Index  Measurement Fund ("Stock Fund Account Balance") shall be calculated as of
the close of business  three business days prior to the last business day of the
month. The monthly  installment  shall be calculated by multiplying this balance
by a fraction,  the numerator of which is one, and the  denominator  of which is
the remaining number of monthly payments due the Participant. By way of example,
if the  Participant  elects a 120 month Monthly  Installment  Method,  the first
payment  shall  be  1/120 of the  Stock  Fund  Account  Balance,  calculated  as
described in this definition. The following month, the payment shall be 1/119 of
the Stock Fund Account Balance, calculated as described in this definition. Each
monthly  installment  shall be paid on or as soon as practicable  after the last
business day of the applicable month; and
1.33 "Moody's Bond Index  Measurement  Fund" shall have the meaning set forth in
Section 3.10(c).
1.34  "Participant"  shall mean any  Eligible  Employee:  (i) who is selected to
participate in the Plan,  (ii) who elects to participate in the Plan,  (iii) who
signs an Election
         Form and a Beneficiary  Designation  Form,  (iv) whose signed  Election
         Form and  Beneficiary  Designation  Form are accepted by the Committee,
         (v) who  commences  participation  in the  Plan,  and (vi)  whose  Plan
         participation  has not  terminated.  A spouse  or  former  spouse  of a
         Participant  shall not be treated as a Participant  in the Plan or have
         an account balance under the Plan, even if he or she has an interest in
         the Participant's benefits under the Plan as a result of applicable law
         or property settlements resulting from legal separation or divorce.

1.35     "Plan"  shall  mean  the  Company's   Amended  and  Restated   Deferred
         Compensation  Plan, which shall be evidenced by this instrument,  as it
         may be amended from time to time.

1.36     "Plan  Year"  shall,  except  for the First  Plan  Year,  mean a period
         beginning March 1 of each calendar year and continuing through February
         28 of such calendar year.  Effective  March 1, 2000,  "Plan Year" shall
         mean a period  beginning March 1, 2000 and continuing  through December
         31, 2000.  Effective  January 1, 2001,  "Plan Year" shall mean a period
         beginning  January  1 of each  calendar  year  and  continuing  through
         December 31 of such calendar year.

1.37     "Preferred Rate" shall mean, for amounts deemed invested in the Moody's
         Bond Index  Measurement  Fund for a Plan Year, an interest rate that is
         the sum of the Crediting Rate and the Bonus Rate for that Plan Year.

1.38  "Pre-Retirement  Survivor  Benefit"  shall mean the  benefit  set forth in
Article 6.
1.39 "Qualifying Gain" shall mean the value accrued upon exercise of an Eligible
Stock  Option (i) using a  Stock-for-Stock  payment  method  and (ii)  having an
aggregate  fair  market  value in  excess  of the  total  Stock  purchase  price
necessary  to exercise  the option.  In other words,  the  Qualifying  Gain upon
exercise of an Eligible Stock Option equals the total market value of the shares
(or share  equivalent  units) acquired minus the total stock purchase price. For
example,  assume a Participant  elects to defer the Qualifying Gain accrued upon
exercise of an Eligible Stock Option to
         purchase  1000 shares of Stock at an  exercise  price of $20 per share,
         when Stock has a current fair market value of $25 per share.  Using the
         Stock-for-Stock  payment  method,  the  Participant  would  deliver 800
         shares of Stock (worth  $20,000) to exercise the Eligible  Stock Option
         and receive,  in return, 800 shares of Stock plus a Qualifying Gain (in
         this case,  in the form of an  unfunded  and  unsecured  promise to pay
         money or  property in the future)  equal to $5,000  (i.e.,  the current
         value of the remaining 200 shares of Stock).

1.40     "Retirement",  "Retire(s)" or "Retired"  shall mean, with respect to an
         Employee,  severance from  employment from all Employers for any reason
         other  than a leave of  absence,  death or  Disability  on or after the
         earlier  of the  attainment  of (a)  age  sixty-five  (65)  or (b)  age
         fifty-five (55) with eleven (11) Years of Service.

1.41 "Retirement Benefit" shall mean the benefit set forth in Article 5.
1.42 "Short-Term Payout" shall mean the payout set forth in Section 4.1.
1.43 "Stock" shall mean Countrywide Credit Industries,  Inc. common stock, $0.05
par value, or any
         other equity securities of the Company designated by the Committee.
1.44     "Stock  Option  Account"  shall  mean the sum of (i) the  Participant's
         Annual Stock Option  Amounts,  plus (ii)  amounts  credited/debited  in
         accordance  with all the  applicable  crediting/debiting  provisions of
         this Plan that relate to the Participant's  Stock Option Account,  less
         (iii)  all  distributions  made  to  the  Participant  or  his  or  her
         Beneficiary  pursuant  to this  Plan that  relate to the  Participant's
         Stock Option Account.

1.45     "Stock Option Amount" shall mean,  for any Eligible  Stock Option,  the
         amount of Qualifying  Gains deferred in accordance  with Section 3.7 of
         this Plan,  calculated  using the  average of the high and low price of
         Stock as of the  business  day  closest to the date of exercise of such
         Eligible Stock Option.

1.46 "Termination Benefit" shall mean the benefit set forth in Article 7.
1.47     "Termination of Employment"  shall mean the severing of employment with
         all Employers,  voluntarily or involuntarily, for any reason other than
         Retirement, Disability, death or an authorized leave of absence.

1.48     "Trust"  shall mean one or more  trusts  established  pursuant  to that
         certain Master Trust Agreement,  dated as of August 1, 1993 between the
         Company and the trustee named therein, as amended from time to time.

1.49     "Unforeseeable   Financial   Emergency"  shall  mean  an  unanticipated
         emergency  that  is  caused  by an  event  beyond  the  control  of the
         Participant  that  would  result in severe  financial  hardship  to the
         Participant  resulting  from (i) a sudden  and  unexpected  illness  or
         accident of the Participant or a dependent of the  Participant,  (ii) a
         loss of the Participant's property due to casualty, or (iii) such other
         extraordinary  and unforeseeable  circumstances  arising as a result of
         events beyond the control of the Participant,  all as determined in the
         sole discretion of the Committee.

1.50     "Variable  Retirement  Installment  Method"  shall  be  an  installment
         payment  over  the  number  of years  selected  by the  Participant  in
         accordance with this Plan,  calculated as follows:  The Account Balance
         of the  Participant  shall be calculated as of the close of business on
         the last  business  day of the year.  The annual  installment  shall be
         calculated by multiplying this balance by a fraction,  the numerator of
         which is one, and the  denominator of which is the remaining  number of
         annual  payments  due  the  Participant.  By  way  of  example,  if the
         Participant  elects a 10 year  Annual  Installment  Method,  the  first
         payment shall be 1/10 of the Account  Balance,  calculated as described
         in this definition. The following year, the payment shall be 1/9 of the
         Account  Balance,  calculated  as  described  in this  definition.  One
         twelfth  of  each  annual  installment  shall  be paid on or as soon as
         practicable after the last business day of each month of the applicable
         year.

1.51     "Years of Plan Participation"  shall mean the total number of full Plan
         Years a Participant  has been a Participant in the Plan prior to his or
         her  Termination  of Employment  (determined  without regard to whether
         deferral  elections  have  been  made by the  Participant  for any Plan
         Year).  Any  partial  year shall not be  counted.  Notwithstanding  the
         previous  sentence,  a Participant's  first Plan Year of  participation
         shall be treated as a full Plan Year for  purposes of this  definition,
         even   if  it  is  only  a   partial   Plan   Year  of   participation.
         Notwithstanding any provision of this Plan that may be construed to the
         contrary,  solely for purposes of Section 7.1 below, effective March 1,
         2000,  each  Participant  shall be deemed to have no less than five (5)
         Years of Plan Participation.

1.52     "Years of Service" shall mean the total number of full years in which a
         Participant has been employed by one or more Employers. For purposes of
         this definition, a year of employment shall be a 365 day period (or 366
         day  period in the case of a leap  year)  that,  for the first  year of
         employment,  commences on the  Employee's  date of hiring and that, for
         any subsequent  year,  commences on an anniversary of that hiring date.
         Any partial year of employment shall not be counted.


<PAGE>


Page 50

                                    ARTICLE 2

                       Selection, Enrollment, Eligibility

2.1      Selection by Committee. Participation in the Plan shall be limited to a
         select  group of  management  and highly  compensated  Employees of the
         Employers, as determined by the Committee in its sole discretion.  From
         that  group,  the  Committee  shall  select,  in its  sole  discretion,
         Employees to participate in the Plan.

2.2      Enrollment Requirements. As a condition to participation, each selected
         Employee  shall  complete,  execute  and  return  to the  Committee  an
         Election Form and a Beneficiary  Designation  Form,  all within 30 days
         after he or she is selected to  participate  in the Plan.  In addition,
         the Committee shall  establish from time to time such other  enrollment
         requirements as it determines in its sole discretion are necessary.

2.3      Eligibility;   Commencement  of  Participation.  Provided  an  Employee
         selected to participate in the Plan has met all enrollment requirements
         set  forth  in this  Plan  and  required  by the  Committee,  including
         returning all required  documents to the Committee within the specified
         time period, that Employee shall commence  participation in the Plan on
         the first day of the month  following  the month in which the  Employee
         completes all enrollment requirements. If an Employee fails to meet all
         such  requirements  within  the period  required,  in  accordance  with
         Section 2.2, that Employee  shall not be eligible to participate in the
         Plan until the first day of the Plan Year following the delivery to and
         acceptance by the Committee of the required documents.

2.4      Termination  of  Participation  and/or  Deferrals.   If  the  Committee
         determines  in good faith that a Participant  no longer  qualifies as a
         member of a select group of management or highly compensated employees,
         as membership  in such group is determined in accordance  with Sections
         201(2),  301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the
         right, in its sole discretion,  to (i) terminate any deferral  election
         the  Participant  has made for the  remainder of the Plan Year in which
         the  Participant's   membership   status  changes,   (ii)  prevent  the
         Participant   from  making  future  deferral   elections  and/or  (iii)
         immediately  distribute  the  Participant's  then Account  Balance as a
         Termination  Benefit and terminate the  Participant's  participation in
         the Plan.

                                    ARTICLE 3

                      Deferral Commitments/Crediting/Taxes

3.1               Minimum Deferrals.
-----------------------------------
         Base     Annual Salary and Annual Bonus.  Subject to Section 3.3 below,
                  for each Plan  Year,  a  Participant  may elect to defer  Base
                  Annual  Salary (to the extent it exceeds the amount  stated in
                  section  401(a)(17)  of the Code) and Annual  Bonus,  provided
                  that the amounts so elected  for that Plan Year total,  in the
                  aggregate, at least $2,000. If no election is made, the amount
                  deferred shall be zero.

(b)               Short Plan Year. If a Participant  first becomes a Participant
                  after  the  first  day of a Plan  Year,  or in the case of the
                  first Plan Year of the Plan  itself,  the minimum  Base Annual
                  Salary deferral shall be an amount equal to $2,000, multiplied
                  by a  fraction,  the  numerator  of  which  is the  number  of
                  complete months remaining in the Plan Year and the denominator
                  of which is 12.

(c)               Stock  Option  Amount.  For  each  Eligible  Stock  Option,  a
                  Participant  may  elect to defer,  as his or her Stock  Option
                  Amount,  the following  minimum  percentage of Qualifying Gain
                  with respect to exercise of the Eligible Stock Option:

Deferral Minimum
-------- ------- Qualifying Gain 10%
                  provided,  however,  that such Stock Option Amount shall be no
                  less than the  lesser of  $20,000  or 100% of such  Qualifying
                  Gain.

3.2               Maximum Deferral

(a)               Base Annual  Salary and Annual  Bonus.  For each Plan Year,  a
                  Participant  may elect to defer, as his or her Annual Deferral
                  Amount,  Base  Annual  Salary  and  Annual  Bonus  up  to  the
                  following maximum percentages for each deferral elected:
<TABLE>
                                                        <S>                                             <C>
                                                                                                     Maximum

                                                        Deferral                                     Amount
                                                        --------                                     ------
                                                  Base Annual Salary                                   50%


                                                   Annual Bonus                                     100%

</TABLE>

(b)               Notwithstanding the foregoing,  if a Participant first becomes
                  a  Participant  after the first day of a Plan Year,  or in the
                  case of the first Plan Year of the Plan  itself,  the  maximum
                  Annual Deferral Amount, with respect to Base Annual Salary and
                  Annual  Bonus  shall be limited to the amount of  compensation
                  not  yet  earned  by  the  Participant  as  of  the  date  the
                  Participant  submits an  Election  Form to the  Committee  for
                  acceptance.

(c)               For each  Eligible  Stock Option,  a Participant  may elect to
                  defer,  as his or her Stock Option Amount,  Qualifying Gain up
                  to the following  maximum  percentage with respect to exercise
                  of the Eligible Stock Option:
Maximum Deferral Percentage
-------- ---------- Qualifying Gain 100%
(d)               Stock  Option  Amounts  may also be limited by other  terms or
                  conditions  set forth in the stock  option  plan or  agreement
                  under which such options are granted.

3.3               Election to Defer; Effect of Election Form.
------------------------------------------------------------
(a)               First  Plan  Year.   In   connection   with  a   Participant's
                  commencement  of  participation  in the Plan, the  Participant
                  shall make an irrevocable  deferral election for the Plan Year
                  in which the Participant commences  participation in the Plan,
                  along  with  such  other  elections  as  the  Committee  deems
                  necessary or desirable  under the Plan. For these elections to
                  be valid,  the Election  Form must be completed  and signed by
                  the  Participant,   timely  delivered  to  the  Committee  (in
                  accordance  with  Section  2.2  above)  and  accepted  by  the
                  Committee.

(b)  Subsequent  Plan  Years.  For each  succeeding  Plan Year,  an  irrevocable
deferral election for
----------------------------------------
that Plan Year,  and such other  elections as the Committee  deems  necessary or
desirable under the Plan,  shall be made by timely  delivering to the Committee,
in accordance with its rules and procedures, before (i) the end of the Plan Year
preceding  the Plan Year for which the  election  is made for  deferral  of Base
Annual Salary,  and (ii) the end of the calendar year preceding the Plan Year in
which an Annual Bonus is payable,  a new Election Form. If no such Election Form
is timely  delivered for a Plan Year, the Annual  Deferral  Amount shall be zero
for that Plan Year.  (c) Stock  Option  Deferral.  For an election to defer gain
upon an Eligible Stock Option exercise to
----------------------------------------
be valid:  (i) a  separate  Election  Form must be  completed  and signed by the
Participant  with respect to the Eligible  Stock Option;  (ii) the Election Form
must be timely delivered to the Committee and accepted by the Committee at least
six (6) months prior to the date the Participant elects to exercise the Eligible
Stock Option;  provided,  however, that, effective January 1, 1998, the Election
Form must be timely  delivered to the Committee and accepted by the Committee at
least  twelve (12) months prior to the date the  Participant  elects to exercise
the Eligible Stock Option,  or prior to the date the Participant  becomes vested
with  respect  to the  Eligible  Stock  Option,  whichever  is later;  (iii) the
Eligible   Stock   Option  must  be   exercised   using  an  actual  or  phantom
Stock-for-Stock  payment method;  and (iv) the Stock actually or  constructively
delivered by the  Participant  to exercise  the Eligible  Stock Option must have
been owned by the  Participant  during the entire six (6) month  period prior to
its delivery.

3.4      Withholding of Annual  Deferral  Amounts.  For each Plan Year, the Base
         Annual Salary portion of the Annual  Deferral  Amount shall be withheld
         from each  regularly  scheduled  Base  Annual  Salary  payroll in equal
         amounts,  as adjusted  from time to time for increases and decreases in
         Base Annual  Salary.  The Annual Bonus  portion of the Annual  Deferral
         Amount  shall be withheld at the time the Annual  Bonus is or otherwise
         would be paid to the Participant.

3.5      Annual Company Contribution Amount. For each Plan Year, an Employer, in
         its sole discretion,  may, but is not required to, credit any amount it
         desires to any Participant's  Company  Contribution  Account under this
         Plan,  which amount shall be for that  Participant  the Annual  Company
         Contribution  Amount for that Plan Year.  The amount so  credited  to a
         Participant  may be smaller or larger  than the amount  credited to any
         other  Participant,  and the amount  credited to any  Participant for a
         Plan  Year may be zero,  even  though  one or more  other  Participants
         receive an Annual Company  Contribution  Amount for that Plan Year. The
         Annual Company Contribution Amount, if any, shall be credited as of the
         first day of the Plan Year.  Commencing with  contributions  made on or
         after March 1, 1999,  a  Participant  shall vest in the Annual  Company
         Contribution Amount at the same time he or she vests in the Countrywide
         Credit Industries, Inc. Supplemental Executive Retirement Plan Benefit.

3.6      Stock Option Amount. Subject to any terms and conditions imposed by the
         Committee,  Participants may elect to defer, under the Plan, Qualifying
         Gains  attributable to an Eligible Stock Option exercise.  Stock Option
         Amounts shall be  credited/debited  to the  Participant on the books of
         the Employer at the time Stock would  otherwise  have been delivered to
         the Participant pursuant to the Eligible Stock Option exercise, but for
         the election to defer.

3.7      Investment  of  Trust  Assets.  The  Trustee  of  the  Trust  shall  be
         authorized,  upon written  instructions  received from the Committee or
         investment  manager appointed by the Committee,  to invest and reinvest
         the  assets  of the  Trust  in  accordance  with the  applicable  Trust
         Agreement,  including the disposition of Stock and  reinvestment of the
         proceeds  in  one  or  more  investment   vehicles  designated  by  the
         Committee.

3.8      Sources  of  Stock.  If Stock is  credited  under the Plan in the Trust
         pursuant to Section 3.6 in  connection  with an Eligible  Stock  Option
         exercise,  the shares so credited  shall be deemed to have  originated,
         and shall be counted against the number of shares reserved,  under such
         other plan, program or arrangement.

3.9      Vesting.  Except as provided in Section 7.1, a Participant shall at all
         times be 100% vested in his or her  Deferral  Account and Stock  Option
         Account.  A Participant  shall vest in his or her Company  Contribution
         Amount in accordance with Section 3.5 above.

3.10     Crediting/Debiting of Account Balances. In accordance with, and subject
         to, the rules and procedures that are established  from time to time by
         the  Committee,  in its sole  discretion,  amounts shall be credited or
         debited  to a  Participant's  Account  Balance in  accordance  with the
         following rules:

(a)  Election of  Measurement  Funds.  Except as  otherwise  provided in Section
3.10(f) below, a -------------------------------------------------- Participant,
in  connection  with his or her initial  deferral  election in  accordance  with
Section 3.3(a) above, shall elect, on the Election Form, one or more Measurement
Fund(s) (as  described in Section  3.10(c)  below) to be used to  determine  the
additional amounts to be credited to his or her Account
Balance  for  the  first  business  day  in  which  the  Participant   commences
participation  in the Plan and continuing  thereafter for each subsequent day in
which the  Participant  participates  in the Plan,  unless changed in accordance
with the next sentence.  Except as otherwise  provided in Section 3.10(f) below,
commencing   with  the  first  business  day  that  follows  the   Participant's
commencement  of  participation  in the Plan and continuing  thereafter for each
subsequent  day  in  which  the  Participant   participates  in  the  Plan,  the
Participant  may (but is not required to) elect,  by submitting an Election Form
to the Committee that is accepted by the Committee, to add or delete one or more
Measurement  Fund(s)  to be used  to  determine  the  additional  amounts  to be
credited to his or her Account  Balance,  or to change the portion of his or her
Account Balance allocated to each previously or newly elected  Measurement Fund.
If an election is made in accordance with the previous sentence,  it shall apply
to the next  business day and continue  thereafter  for each  subsequent  day in
which the  Participant  participates  in the Plan,  unless changed in accordance
with the previous sentence.

(b) Proportionate Allocation. In making any election
described  in  Section  3.10(a)  above,  the  Participant  shall  specify on the
Election Form, in increments of five  percentage  points (5%), the percentage of
his or her Account  Balance to be  allocated  to a  Measurement  Fund (as if the
Participant was making an investment in that  Measurement Fund with that portion
of his or her Account Balance).

(c)               Measurement  Funds.  Except as  otherwise  provided in Section
                  3.10(f) below, subject to the rules and procedures established
                  by the Committee, the Participant may elect one or more of the
                  following measurement funds (the "Measurement Funds"), for the
                  purpose of crediting  additional amounts to his or her Account
                  Balance:

(i)                                 Moody's Bond Index Measurement Fund. Amounts
                                    deemed  invested in the  Moody's  Bond Index
                                    Measurement  Fund  shall  be  credited  with
                                    interest   at  the   Preferred   Rate  until
                                    February  28,  2000,   except  as  otherwise
                                    provided in this Plan, and,  effective March
                                    1, 2000, at the Crediting  Rate,  which rate
                                    shall be  treated  as the  nominal  rate for
                                    crediting interest on such amounts.

(ii)                                Company   Stock  Index   Measurement   Fund.
                                    Amounts deemed invested in the Company Stock
                                    Index  Measurement Fund shall be credited or
                                    debited,  based  on the  performance  of the
                                    Company's  Stock, as if 100% of such amounts
                                    had been  invested  in  whole or  fractional
                                    shares of Stock, with any dividends declared
                                    deemed  reinvested  in  additional  whole or
                                    fractional shares of Stock.

(iii)             PIMCO Total Return Fund.
-----------------------------------------
(iv)              BT Investment Equity 500 Index Fund.
-----------------------------------------------------
(v)               BT Advisor Small Cap Index.
--------------------------------------------
(vi)              Morgan Stanley (Van Kampen) International Magnum Fund.
-----------------------------------------------------------------------
                  As  necessary,  the  Committee  may,  in its sole  discretion,
                  discontinue,   substitute  or  add  a  Measurement   Fund.  As
                  necessary,  the Committee may restrict the availability of any
                  Measurement  Fund to any  Participant.  Each such  action will
                  take effect as of the first day of the  calendar  quarter that
                  follows  by thirty  (30)  days the day on which the  Committee
                  gives Participants advance written notice of such change.

(d) Crediting or Debiting  Method.  The performance of each elected  Measurement
Fund (either
-------------------------------------------------
positive or negative)  will be determined by the  Committee,  in its  reasonable
discretion,  based on the performance of the  Measurement  Funds  themselves.  A
Participant's  Account  Balance  shall be  credited  or debited on a daily basis
based on the performance of each  Measurement  Fund selected by the Participant,
as  determined  by the  Committee  in  its  sole  discretion,  as  though  (i) a
Participant's ---------------------------------------------------------
Account  Balance  were  invested  in the  Measurement  Fund(s)  selected  by the
Participant,  in the percentages applicable to such day, at the closing price on
such date;  (ii) the portion of the Annual  Deferral  Amount  that was  actually
deferred during any day were invested in the Measurement Fund(s) selected by the
Participant,  in the percentages applicable to such day, no later than the close
of business on the first  business  day after the day on which such  amounts are
actually deferred from the Participant's  Base Annual Salary and/or Annual Bonus
through reductions in his or her payroll, at the closing price on such date; and
(iii) any distribution  made to a Participant that decreases such  Participant's
Account  Balance  ceased  being  invested  in the  Measurement  Fund(s),  in the
percentages  applicable  to such  business day, no earlier than one business day
prior to the distribution,  at the closing price on such date. The Participant's
Annual  Company  Contribution  Amount  shall be  credited  to his or her Company
Contribution  Account for  purposes of this  Section  3.10(d) as of the close of
business on the business day selected by the Committee. The Participant's Annual
Stock Option  Amount(s)  shall be credited to his or her Stock Option Account no
later  than the close of  business  on the first  business  day after the day on
which the Eligible Stock Option was exercised or otherwise disposed of.
(e) No Actual Investment.  Notwithstanding any other provision of this Plan that
may be interpreted ---------------------------------------
to the contrary,  the Measurement Funds are to be used for measurement  purposes
only, and a Participant's  election of any such Measurement Fund, the allocation
to his or her Account Balance thereto, the calculation of additional amounts and
the  crediting or debiting of such amounts to a  Participant's  Account  Balance
shall not be considered or construed in any manner as an actual
                                                   -----  ---
investment of his or her Account  Balance in any such  Measurement  Fund. In the
event that the Company or the Trustee (as that term is defined in the Trust), in
its own  discretion,  decides to invest  funds in any or all of the  Measurement
Funds,  no  Participant  shall  have  any  rights  in  or  to  such  investments
themselves.  Without  limiting the foregoing,  a  Participant's  Account Balance
shall at all times be a  bookkeeping  entry  only and shall  not  represent  any
investment  made  on  his or  her  behalf  by the  Company  or  the  Trust;  the
Participant shall at all times remain an unsecured creditor of the Company.  (f)
Special Rule for Company Contribution Account.  Notwithstanding any provision of
this Plan that may be  construed  to the  contrary,  the  Participant's  Company
Contribution  Account  must  be  deemed  invested  in  the  Moody's  Bond  Index
Measurement  Fund at all  times  prior to any  distribution  of  benefits  under
Articles 4, 5, 6, 7 or 8.
3.11              FICA and Other Taxes.
--------------------------------------
(a) Annual  Deferral  Amounts.  For each
Plan    Year    in    which    an    Annual    Deferral    Amount    is    being
-------------------------------------------
withheld from a Participant,  the Participant's  Employer(s) shall withhold from
that portion of the  Participant's  Base Annual  Salary and Annual Bonus that is
not being deferred, in a manner determined by the Employer(s), the Participant's
share of FICA and other  employment  taxes on such Annual Deferral Amount and/or
on benefits due under any other  nonqualified  employee  benefit  plan(s) of the
Employer.  If necessary,  the Committee may reduce the Annual Deferral Amount in
order to comply with this Section 3.11.
(b)               Company  Contribution  Amounts.  When  a  participant  becomes
                  vested  in a  portion  of  his  or  her  Company  Contribution
                  Account, the Participant's Employer(s) shall withhold from the
                  Participant's  Base Annual  Salary and/or Annual Bonus that is
                  not deferred,  in a manner determined by the Employer(s),  the
                  Participant's  share of FICA and other  employment  taxes.  If
                  necessary,  the Committee may reduce the vested portion of the
                  Participant's  Company Contribution Account in order to comply
                  with this Section 3.11.

(c)               Annual  Stock Option  Amounts.  For each Plan Year in which an
                  Annual  Stock  Option  Amount is being first  withheld  from a
                  Participant, the Participant's Employer(s) shall withhold from
                  that portion of the Participant's  Base Annual Salary,  Annual
                  Bonus and Qualifying  Gains that are not being deferred,  in a
                  manner determined by the Employer(s),  the Participant's share
                  of FICA and other employment taxes on such Annual Stock Option
                  Amount.  If  necessary,  the  Committee  may reduce the Annual
                  Stock Option Amount in order to comply with this Section 3.11.

(d)               Distributions.  The Participant's Employer(s),  or the trustee
                  of the  Trust,  shall  withhold  from any  payments  made to a
                  Participant  under  this  Plan all  federal,  state  and local
                  income,  employment and other taxes required to be withheld by
                  the  Employer(s),  or the trustee of the Trust,  in connection
                  with  such  payments,  and/or  in  connection  with any  other
                  nonqualified  benefit plan(s) of the Employer,  in amounts and
                  in a manner to be  determined  in the sole  discretion  of the
                  Employer(s) and the trustee of the Trust.

                                    ARTICLE 4

Short-Term Payout; Unforeseeable Financial Emergencies; Withdrawal Election

4.1      Short-Term  Payout. In connection with each election to defer an Annual
         Deferral  Amount,  a  Participant  may  irrevocably  elect to receive a
         future  "Short-Term  Payout"  from the Plan with respect to such Annual
         Deferral Amount.  Subject to the Deduction  Limitation,  the Short-Term
         Payout  shall be a lump sum  payment in an amount  that is equal to the
         Annual Deferral  Amount plus amounts  credited or debited in the manner
         provided in Section 3.10 above on that amount,  determined  at the time
         that the Short-Term  Payout becomes  payable.  Subject to the Deduction
         Limitation  and the  other  terms and  conditions  of this  Plan,  each
         Short-Term Payout elected shall be paid out during a period beginning 1
         day and ending 60 days after the first day of any Plan Year  designated
         by the Participant that is at least five Plan Years after the Plan Year
         in which the Annual  Deferral  Amount is actually  deferred.  By way of
         example,  if a five  year  Short-Term  Payout  is  elected  for  Annual
         Deferral Amounts that are deferred in the Plan Year commencing March 1,
         1997, the five year Short-Term  Payout would become payable during a 60
         day period commencing March 1, 2002.

4.2      One-Time Rollover Election.  Notwithstanding Section 4.1, a Participant
         may make a one-time  election  to change a  Short-Term  Payout from the
         Plan with respect to an Annual Deferral Amount to a Retirement  Payout;
         provided,  that such election occur at least one year in advance of the
         first day of the Plan Year for which such Short-Term Payout is payable.
         By way of example,  a Short-Term  Payout that becomes  payable during a
         60-day period  commencing March 1, 2002, may be changed to a Retirement
         Payout if the election to defer is made prior to March 1, 2001.

4.3      Other Benefits Take Precedence Over  Short-Term.  Should an event occur
         that triggers a benefit under Article 5, 6, 7 or 8, any Annual Deferral
         Amount, plus amounts credited or debited thereon,  that is subject to a
         Short-Term  Payout  election  under  Section  4.1  shall not be paid in
         accordance  with Section 4.1 but shall be paid in  accordance  with the
         other applicable Article.

4.4      Withdrawal  Payout/Suspensions for Unforeseeable Financial Emergencies.
         If the Participant  experiences an Unforeseeable  Financial  Emergency,
         the Participant may petition the Committee to (i) suspend any deferrals
         required to be made by a  Participant  and/or (ii) receive a partial or
         full  payout from the Plan.  The payout  shall not exceed the lesser of
         the  Participant's  Account Balance,  calculated as if such Participant
         were receiving a Termination  Benefit,  or the amount reasonably needed
         to satisfy the Unforeseeable  Financial  Emergency.  If, subject to the
         sole discretion of the Committee,  the petition for a suspension and/or
         payout is  approved,  suspension  shall  take  effect  upon the date of
         approval  and any  payout  shall be made  within 60 days of the date of
         approval. The payment of any amount under this Section 4.4 shall not be
         subject to the Deduction Limitation.

4.5      Withdrawal  Election.  A Participant (or, after a Participant's  death,
         his or her  Beneficiary) may elect, at any time, to withdraw all of his
         or  her  Account  Balance,  calculated  as  if  there  had  occurred  a
         Termination  of  Employment  as of  the  day of  the  election,  less a
         withdrawal penalty equal to 10% of such amount (the net amount shall be
         referred to as the "Withdrawal  Amount").  This election can be made at
         any time, before or after Retirement,  Disability, death or Termination
         of Employment,  and whether or not the Participant (or  Beneficiary) is
         in the  process  of  being  paid  pursuant  to an  installment  payment
         schedule.   If  made  before   Retirement,   Disability  or  death,   a
         Participant's  Withdrawal  Amount  shall be his or her Account  Balance
         calculated as if there had occurred a  Termination  of Employment as of
         the day of the  election.  No  partial  withdrawals  of the  Withdrawal
         Amount shall be allowed.  The Participant  (or his or her  Beneficiary)
         shall make this election by giving the Committee advance written notice
         of  the  election  in a  form  determined  from  time  to  time  by the
         Committee.  The Participant (or his or her  Beneficiary)  shall be paid
         the Withdrawal  Amount within 60 days of his or her election.  Once the
         Withdrawal Amount is paid, the Participant's  participation in the Plan
         shall  terminate  and  the   Participant   shall  not  be  eligible  to
         participate in the Plan in the future.  The payment of this  Withdrawal
         Amount shall not be subject to the Deduction Limitation.

                                    ARTICLE 5

                               Retirement Benefit

5.1      Retirement Benefit.  Subject to the Deduction Limitation, a Participant
         who Retires or who attains "Rule of 105 Status" (as hereafter  defined)
         shall  receive  as a  Retirement  Benefit  his or her  Account  Balance
         provided  that  no  payment  shall  be  made  to or in  respect  of any
         Participant  prior to April 1, 1999,  on account of  attainment of Rule
         105 of Status. For purposes of the Plan, a Participant  attains Rule of
         105 Status when while employed by an Employer the sum of his or her age
         and Years of Service equals 105.

5.2      Payment of Retirement Benefit. A Participant, in connection with his or
         her  commencement  of  participation  in the  Plan,  shall  elect on an
         Election  Form to  receive  the  Retirement  Benefit  in a lump  sum or
         pursuant  to an  Installment  Method  of 60,  120 or  180  months.  The
         Participant  may  annually  change his or her  election to an allowable
         alternative  payout  period by  submitting a new  Election  Form to the
         Committee;  provided  that any Election Form must be submitted at least
         one year prior to the Participant's Retirement or attainment of Rule of
         105  Status,  as the case  may be,  and such  Form is  accepted  by the
         Committee in its sole discretion;  provided,  further, that in the case
         of any Participant attaining Rule of 105 Status prior to April 1, 2000,
         such  Election  Form must be  submitted  prior to April 1, 1999,  or if
         later, the date the Participant  attains Rule of 105 Status,  and shall
         be given effect the date that is one year after such  Election  Form is
         submitted  and  accepted  by the  Committee.  The  Election  Form  most
         recently  accepted  by the  Committee  shall  govern  the payout of the
         Retirement  Benefit.  If a Participant  does not make any election with
         respect to the payment of the  Retirement  Benefit,  then such  benefit
         shall be payable in a lump sum. The lump sum payment  shall be made, or
         installment  payments shall  commence,  no later than 60 days following
         the earlier of (a) the date the  Participant  Retires,  or (b) the date
         the  Participant  attains  Rule of 105 Status,  or, if later,  one year
         following the date the Participant  submits and the Committee accepts a
         revised  Election  Form as described  above.  Any payment made shall be
         subject to the Deduction Limitation.

5.3      Death Prior to Completion of Retirement  Benefit. If a Participant dies
         after Retirement but before the Retirement Benefit is paid in full, the
         Participant's  unpaid  Retirement  Benefit  payments shall continue and
         shall be paid to the  Participant's  Beneficiary (a) over the remaining
         number of months  and in the same  amounts as that  benefit  would have
         been paid to the Participant had the Participant  survived, or (b) in a
         lump sum,  if  requested  by the  Beneficiary  and  allowed in the sole
         discretion of the Committee,  that is equal to the Participant's unpaid
         remaining Account Balance.

                                    ARTICLE 6

                         Pre-Retirement Survivor Benefit

6.1      Pre-Retirement  Survivor Benefit.  Subject to the Deduction Limitation,
         the Participant's  Beneficiary shall receive a Pre-Retirement  Survivor
         Benefit equal to the  Participant's  Account Balance if the Participant
         dies before he or she Retires,  experiences a Termination of Employment
         or suffers a Disability.

6.2      Payment  of  Pre-Retirement   Survivor  Benefit.   A  Participant,   in
         connection with his or her  commencement of  participation in the Plan,
         shall elect on an Election  Form  whether the  Pre-Retirement  Survivor
         Benefit  shall be received by his or her  Beneficiary  in a lump sum or
         pursuant  to an  Installment  Method  of 60,  120 or  180  months.  The
         Participant   may  annually   change  this  election  to  an  allowable
         alternative  payout  period by  submitting a new  Election  Form to the
         Committee,  which form must be  accepted by the  Committee  in its sole
         discretion.  The Election Form most recently  accepted by the Committee
         prior  to the  Participant's  death  shall  govern  the  payout  of the
         Participant's  Pre-Retirement  Survivor Benefit.  If a Participant does
         not make any election with respect to the payment of the Pre-Retirement
         Survivor  Benefit,  then  such  benefit  shall  be paid in a lump  sum.
         Despite the foregoing, if the Participant's Account Balance at the time
         of his or her death is less than $25,000, payment of the Pre-Retirement
         Survivor  Benefit may be made, in the sole discretion of the Committee,
         in a lump sum or pursuant to an Installment  Method of not more than 60
         months.  The lump sum payment  shall be made, or  installment  payments
         shall  commence,  no later than 60 days after the date the Committee is
         provided  with  proof  that is  satisfactory  to the  Committee  of the
         Participant's death. Any payment made shall be subject to the Deduction
         Limitation.

                                    ARTICLE 7

                               Termination Benefit

7.1      Termination  Benefit.  Subject  to the  Deduction  Limitation  and  the
         following  sentence,   the  Participant  shall  receive  a  Termination
         Benefit,  which shall be equal to the  Participant's  Account  Balance.
         Interest  on  amounts  deemed   invested  in  the  Moody's  Bond  Index
         Measurement  Fund shall be credited  in the manner  provided in Section
         3.9, but using the applicable  interest rate set forth in the following
         schedule,  if a Participant  experiences  a  Termination  of Employment
         prior to his or her Retirement, death or Disability:

Completion of Years of Plan  Participation  Applicable Rate Less than five years
Crediting  Rate Five or more years  Preferred  Rate  until  February  28,  2000;
Crediting Rate effective March 1, 2000

7.2      Payment of Termination Benefit. If the Participant's Account Balance at
         the time of his or her  Termination of Employment is less than $25,000,
         payment of his or her Termination  Benefit shall be paid in a lump sum.
         If his or her Account  Balance at such time is equal to or greater than
         that  amount,  the  Committee,  in its sole  discretion,  may cause the
         Termination  Benefit  to be  paid  in a  lump  sum  or  pursuant  to an
         Installment  Method over a period of time that does not exceed  fifteen
         (15)  years  in  duration.  The  lump sum  payment  shall  be made,  or
         installment  payments shall  commence,  no later than 60 days after the
         date the  date of the  Participant's  Termination  of  Employment.  Any
         payment made shall be subject to the Deduction Limitation.

                                                     ARTICLE 8

                                           Disability Waiver and Benefit

8.1               Disability Waiver.
-----------------------------------
(a) Waiver of Deferral.  A Participant  who is determined by the Committee to be
suffering from a
------------------------------------
Disability  shall be (i)  excused  from  fulfilling  that  portion of the Annual
Deferral  Amount  commitment  that would  otherwise  have been  withheld  from a
Participant's Base Annual Salary and Annual Bonus for the Plan Year during which
the Participant  first suffers a Disability and (ii) excused from fulfilling any
unexercised  Stock Option Amount  commitments.  During the period of Disability,
the Participant shall not be allowed to make any additional  deferral elections,
but will continue to be considered a Participant  for all other purposes of this
Plan.
(b)               Return to Work. If a Participant returns to employment with an
                  Employer after a Disability  ceases, the Participant may elect
                  to defer an Annual Deferral Amount and Stock Option Amount for
                  the Plan Year  following  his or her return to  employment  or
                  service and for every Plan Year thereafter while a Participant
                  in the Plan;  provided such  deferral  elections are otherwise
                  allowed and an Election  Form is  delivered to and accepted by
                  the  Committee  for each  such  election  in  accordance  with
                  Section 3.3 above.

8.2      Continued  Eligibility;  Disability Benefit. A Participant  suffering a
         Disability shall, for benefit purposes under this Plan,  continue to be
         considered  to be  employed  and  shall be  eligible  for the  benefits
         provided for in Articles 4, 5, 6 or 7 in accordance with the provisions
         of those Articles.  Notwithstanding the above, the Committee shall have
         the right to, in its sole and absolute  discretion  and for purposes of
         this Plan only, and must in the case of a Participant  who is otherwise
         eligible  to  Retire,  deem  the  Participant  to  have  experienced  a
         Termination  of  Employment,  or in the  case of a  Participant  who is
         eligible to Retire,  to have Retired,  at any time (or in the case of a
         Participant who is eligible to Retire,  as soon as  practicable)  after
         such  Participant is determined to be suffering a Disability,  in which
         case the Participant shall receive a Disability Benefit equal to his or
         her  Account  Balance  at the  time of the  Committee's  determination;
         provided,  however,  that should the  Participant  otherwise  have been
         eligible to Retire,  he or she shall be paid in accordance with Article
         5.  The  Disability  Benefit  shall  be paid in a lump  sum or,  upon a
         Participant's   request  and  in  the  Committee's   sole   discretion,
         installment  payments  over not  more  than  180  months.  The lump sum
         payment shall be made, or installment  payments shall commence,  within
         60 days of the Committee's  exercise of its right to deem a Participant
         to have experienced a Termination of Employment. Any payment made shall
         be subject to the Deduction Limitation.

                                    ARTICLE 9

                             Beneficiary Designation

9.1      Beneficiary.  Each  Participant  shall have the right,  at any time, to
         designate  his  or  her  Beneficiary(ies)  (both  primary  as  well  as
         contingent)  to  receive  any  benefits  payable  under  the  Plan to a
         beneficiary upon the death of a Participant. The Beneficiary designated
         under this Plan may be the same as or  different  from the  Beneficiary
         designation   under  any  other  plan  of  an  Employer  in  which  the
         Participant participates.

9.2      Beneficiary  Designation;  Change; Spousal Consent. A Participant shall
         designate  his  or  her  Beneficiary  by  completing  and  signing  the
         Beneficiary  Designation Form, and returning it to the Committee or its
         designated  agent.  A  Participant  shall  have the  right to  change a
         Beneficiary  by  completing,  signing and otherwise  complying with the
         terms of the Beneficiary Designation Form and the Committee's rules and
         procedures,  as in effect from time to time. If the  Participant  names
         someone  other  than his or her  spouse  as a  Beneficiary,  a  spousal
         consent,  in the form  designated by the  Committee,  must be signed by
         that  Participant's  spouse and  returned  to the  Committee.  Upon the
         acceptance by the Committee of a new Beneficiary  Designation Form, all
         Beneficiary  designations  previously  filed  shall  be  canceled.  The
         Committee shall be entitled to rely on the last Beneficiary Designation
         Form filed by the  Participant  and accepted by the Committee  prior to
         his or her death.

9.3  Acknowledgment.  No  designation  or change in designation of a Beneficiary
shall be effective --------------------------------
until  received and  acknowledged  in writing by the Committee or its designated
agent.
9.4      No  Beneficiary  Designation.  If a  Participant  fails to  designate a
         Beneficiary  as provided in Sections  9.1, 9.2 and 9.3 above or, if all
         designated  Beneficiaries  predecease  the  Participant or die prior to
         complete   distribution  of  the  Participant's   benefits,   then  the
         Participant's  designated  Beneficiary shall be deemed to be his or her
         surviving  spouse.  If the  Participant  has no surviving  spouse,  the
         benefits  remaining under the Plan to be paid to a Beneficiary shall be
         payable to the  executor  or personal  representative  on behalf of the
         Participant's estate.

9.5      Doubt  as to  Beneficiary.  If the  Committee  has any  doubt as to the
         proper  Beneficiary  to receive  payments  pursuant  to this Plan,  the
         Committee shall have the right, exercisable in its discretion, to cause
         the Participant's  Employer to withhold such payments until this matter
         is resolved to the Committee's satisfaction.

9.6      Discharge of  Obligations.  The payment of benefits under the Plan to a
         Beneficiary shall fully and completely  discharge all Employers and the
         Committee from all further  obligations under this Plan with respect to
         the  Participant,  and  that  Participant's  Plan  participation  shall
         terminate upon such full payment of benefits.

                                   ARTICLE 10

                                Leave of Absence

10.1     Paid  Leave  of  Absence.   If  a  Participant  is  authorized  by  the
         Participant's  Employer  for any reason to take a paid leave of absence
         from the employment of the Employer,  the Participant shall continue to
         be considered  employed by the Employer and the Annual  Deferral Amount
         shall  continue  to be  withheld  during  such paid leave of absence in
         accordance with Section 3.3.

10.2     Unpaid  Leave  of  Absence.  If a  Participant  is  authorized  by  the
         Participant's  Employer  for any  reason  to take an  unpaid  leave  of
         absence from the  employment of the  Employer,  the  Participant  shall
         continue to be considered  employed by the Employer and the Participant
         shall be excused  from making  deferrals  until the earlier of the date
         the leave of  absence  expires  or the  Participant  returns  to a paid
         employment  status.  Upon such  expiration or return,  deferrals  shall
         resume  for  the  remaining  portion  of the  Plan  Year in  which  the
         expiration or return occurs,  based on the deferral  election,  if any,
         made for that Plan Year. If no election was made for that Plan Year, no
         deferral shall be withheld.

                                   ARTICLE 11

                     Termination, Amendment or Modification

11.1     Termination.  Although each Employer  anticipates that it will continue
         the Plan for an indefinite  period of time,  there is no guarantee that
         any Employer  will  continue the Plan or will not terminate the Plan at
         any time in the future.  Accordingly,  each Employer reserves the right
         to discontinue its sponsorship of the Plan and/or to terminate the Plan
         at any time with respect to any or all of its  participating  Employees
         by action of its board of directors.  Upon the  termination of the Plan
         with respect to any Employer,  the Plan  participation  of the affected
         Participants  who are employed by that  Employer  shall  terminate  and
         their  Account  Balances,  determined  as if  they  had  experienced  a
         Termination of Employment on the date of Plan  termination  or, if Plan
         termination occurs after the date upon which a Participant was eligible
         to Retire,  then with respect to that  Participant  as if he or she had
         Retired  on  the  date  of  Plan  termination,  shall  be  paid  to the
         Participants as follows:  Prior to a Change in Control,  if the Plan is
         terminated with respect to all of its  Participants,  an Employer shall
         have  the  right,  in its  sole  discretion,  and  notwithstanding  any
         elections made by the  Participant,  to pay such benefits in a lump sum
         or pursuant  to a Monthly  Installment  Method of up to 15 years,  with
         amounts credited and debited during the installment  period as provided
         herein.  If the Plan is terminated with respect to less than all of its
         Participants,  an Employer  shall be required to pay such benefits in a
         lump sum. After a Change in Control,  the Employer shall be required to
         pay such benefits in a lump sum. The  termination of the Plan shall not
         adversely affect any Participant or Beneficiary who has become entitled
         to the  payment  of any  benefits  under  the  Plan  as of the  date of
         termination;  provided however,  that the Employer shall have the right
         to  accelerate  installment  payments  without a premium or  prepayment
         penalty by paying the  Account  Balance in a lump sum or  pursuant to a
         Monthly  Installment  Method  using  fewer  months  (provided  that the
         present  value of all  payments  that  will  have  been  received  by a
         Participant  at any given  point of time  under the  different  payment
         schedule  shall equal or exceed the present  value of all payments that
         would  have been  received  at that  point in time  under the  original
         payment  schedule).  The  applicable  interest  rate  to be used as the
         discount rate for determining such present value shall be the Crediting
         Rate for the Plan Year of termination.

11.2     Amendment.  Any Employer may, at any time,  amend or modify the Plan in
         whole or in part with  respect  to that  Employer  by the action of its
         board  of   directors;   provided,   however,   that  no  amendment  or
         modification  shall be effective to decrease or restrict the value of a
         Participant's Account Balance in existence at the time the amendment or
         modification is made,  calculated as if the Participant had experienced
         a Termination  of Employment as of the effective  date of the amendment
         or modification  or, if the amendment or modification  occurs after the
         date upon which the Participant was eligible to Retire, the Participant
         had Retired as of the effective date of the amendment or  modification.
         The  amendment  or  modification  of the  Plan  shall  not  affect  any
         Participant  or Beneficiary  who has become  entitled to the payment of
         benefits   under  the  Plan  as  of  the  date  of  the   amendment  or
         modification; provided, however, that the Employer shall have the right
         to accelerate  installment  payments by paying the Account Balance in a
         lump sum or pursuant to a Monthly Installment Method using fewer months
         (provided  that the present  value of all payments  that will have been
         received  by a  Participant  at any  given  point  of  time  under  the
         different  payment  schedule shall equal or exceed the present value of
         all payments  that would have been received at that point in time under
         the original payment schedule,  using the Crediting Rate as of the date
         of  amendment or  modification  as the  discount  rate for  calculating
         present value).

11.3     Effect of Payment.  The full payment of the  applicable  benefit  under
         Articles  4, 5, 6, 7 or 8 of the Plan shall  completely  discharge  all
         obligations to a Participant  and his or her  designated  Beneficiaries
         under  this  Plan  and  the  Participant's  Plan  participation   shall
         terminate.

                                   ARTICLE 12

                                 Administration

12.1     Committee Duties. This Plan shall be administered by a Committee, which
         shall  consist  of the  Board,  or such  committee  as the Board  shall
         appoint.  Members of the Committee may be Participants under this Plan.
         The Committee shall also have the discretion and authority to (i) make,
         amend, interpret, and enforce all appropriate rules and regulations for
         the  administration  of this Plan,  (ii) interpret  where necessary all
         provisions of this Plan (including,  without  limitation,  by supplying
         omissions   from,    correcting    deficiencies    in,   or   resolving
         inconsistencies in, the language of this Plan), and (iii) determine all
         factual  matters  as  may  arise  in  connection  with  the  Plan.  Any
         individual serving on the Committee who is a Participant shall not vote
         or act on any matter relating solely to himself or herself. When making
         a determination or calculation, the Committee shall be entitled to rely
         on information furnished by a Participant or the Company.

12.2     Agents.  In the  administration  of this Plan, the  Committee,  and the
         Administrator  may,  from time to time,  employ  agents and delegate to
         them  such  administrative  duties  as it sees  fit  (including  acting
         through  a duly  appointed  representative)  and may from  time to time
         consult with counsel who may be counsel to any Employer.

12.3     Binding  Effect of  Decisions.  The decision or action of the Committee
         with respect to any question  arising out of or in connection  with the
         administration,  interpretation  and  application  of the  Plan and the
         rules  and  regulations   promulgated  hereunder  shall  be  final  and
         conclusive  and  binding  upon all persons  having any  interest in the
         Plan.

12.4     Indemnity of Committee. All Employers shall indemnify and hold harmless
         the members of the  Committee,  and any  Employee to whom the duties of
         the  Committee may be  delegated,  against any and all claims,  losses,
         damages,  expenses or liabilities arising from any action or failure to
         act with respect to this Plan, except in the case of willful misconduct
         by the Committee or any of its members or any such Employee.

12.5     Employer Information. To enable the Committee to perform its functions,
         each Employer shall supply full and timely information to the Committee
         on all matters  relating to the compensation of its  Participants,  the
         date  and  circumstances  of  the  Retirement,   Disability,  death  or
         Termination of Employment of its Participants, and such other pertinent
         information as the Committee may reasonably require.

                                   ARTICLE 13

                          Other Benefits and Agreements

13.1     Coordination   with  Other  Benefits.   The  benefits  provided  for  a
         Participant  and  Participant's  Beneficiary  under  the  Plan  are  in
         addition to any other benefits  available to such Participant under any
         other plan or program for employees of the Participant's  Employer. The
         Plan  shall  supplement  and shall not  supersede,  modify or amend any
         other  such  plan or  program  except  as may  otherwise  be  expressly
         provided.

13.2     Coordination  with  Other  Benefit  Plans.  Any  Participant  who was a
         participant  in  the  Countrywide  Credit  Industries,   Inc.  Deferred
         Compensation  Plan For Key  Management  Employees  prior to  becoming a
         Participant in this Plan shall have the right to elect,  upon the later
         of  the  date  upon  which  he or  she  first  becomes  designated  for
         participation  in the Plan to transfer  his or her  Account  balance in
         that plan to this Plan.  This election shall be made in accordance with
         the  rules  and on the  forms  established  from  time  to  time by the
         Committee.  If the election is made, the Participant's  Account Balance
         under this Plan and any such  transferred  account balance shall become
         subject to the terms and  conditions of this Plan.  Upon  completion of
         the transfer of his or her account balance under the other plan to this
         Plan,  the  Participant's  participation  in the  other  plan  shall be
         terminated  and  he or  she  shall  have  no  further  interest  in the
         Countrywide Credit Industries,  Inc. Deferred Compensation Plan for Key
         Management Employees.

                                   ARTICLE 14

                                Claims Procedures

14.1     Presentation  of Claim.  Any  Participant  or Beneficiary of a deceased
         Participant (such Participant or Beneficiary being referred to below as
         a  "Claimant")  may  deliver  to the  Committee  a written  claim for a
         determination  with  respect  to  the  amounts  distributable  to  such
         Claimant  from the Plan.  If such a claim  relates to the contents of a
         notice received by the Claimant,  the claim must be made within 60 days
         after such notice was received by the  Claimant.  All other claims must
         be made  within 180 days of the date on which the event that caused the
         claim to arise occurred.  The claim must state with  particularity  the
         determination desired by the Claimant.
14.2  Notification of Decision.  The Committee shall consider a Claimant's claim
within a reasonable
-------------------------------------------
         time, and shall notify the Claimant in writing:
(a) that the  Claimant's  requested  determination  has been made,  and that the
claim has been allowed in full; or
(b)               that the Committee has reached a conclusion contrary, in whole
                  or in part, to the  Claimant's  requested  determination,  and
                  such  notice  must  set  forth in a  manner  calculated  to be
                  understood by the Claimant:
(i) the specific reason(s) for the denial of the claim, or any part of it;
(ii) specific  reference(s) to pertinent  provisions of the Plan upon which such
denial was based;
(iii) a description of any additional material or information  necessary for the
Claimant to perfect
the claim,  and an explanation of why such material or information is necessary;
and
(iv) an  explanation  of the claim  review  procedure  set forth in Section 14.3
below.
14.3     Review of a Denied Claim.  Within 60 days after receiving a notice from
         the  Committee  that a claim has been  denied,  in whole or in part,  a
         Claimant (or the Claimant's  duly authorized  representative)  may file
         with the Committee a written  request for a review of the denial of the
         claim.  Thereafter,  but  not  later  than  30 days  after  the  review
         procedure  began,  the  Claimant  (or the  Claimant's  duly  authorized
         representative):

(a)               may review pertinent documents;
(b)               may submit written comments or other documents; and/or
(c) may request a hearing,  which the  Committee,  in its sole  discretion,  may
grant.
14.4     Decision on Review.  The Committee  shall render its decision on review
         promptly,  and not later  than 60 days  after  the  filing of a written
         request  for  review of the  denial,  unless a hearing is held or other
         special  circumstances  require  additional  time,  in  which  case the
         Committee's  decision must be rendered within 120 days after such date.
         Such decision  must be written in a manner  calculated to be understood
         by the Claimant, and it must contain:

(a)               specific reasons for the decision;
(b)  specific  reference(s)  to the  pertinent  Plan  provisions  upon which the
decision was based; and
(c)               such other matters as the Committee deems relevant.

14.5     Legal Action. A Claimant's  compliance with the foregoing provisions of
         this Article 14 is a mandatory  prerequisite  to a Claimant's  right to
         commence any legal action with respect to any claim for benefits  under
         this Plan.

                                   ARTICLE 15

                                      Trust

15.1     Establishment  of the Trust. The Company shall establish the Trust, and
         each Employer shall at least  annually  transfer over to the Trust such
         assets  as  the  Employer  determines,  in  its  sole  discretion,  are
         necessary  to provide,  on a present  value basis,  for its  respective
         future liabilities created with respect to the Annual Deferral Amounts,
         Annual Company  Contribution  Amounts,  Annual Stock Option Amounts for
         such Employer's  Participants for all periods prior to the transfer, as
         well as any debits and credits to the  Participants'  Account  Balances
         for all periods prior to the transfer,  taking into  consideration  the
         value of the assets in the trust at the time of the transfer.

15.2     Interrelationship of the Plan and the Trust. The provisions of the Plan
         shall  govern the  rights of a  Participant  to  receive  distributions
         pursuant to the Plan.  The  provisions  of the Trust  shall  govern the
         rights  of  the  Employers,  Participants  and  the  creditors  of  the
         Employers to the assets  transferred to the Trust.  Each Employer shall
         at all times remain liable to carry out its obligations under the Plan.

15.3     Distributions  From the Trust.  Each Employer's  obligations  under the
         Plan may be  satisfied  with Trust assets  distributed  pursuant to the
         terms  of the  Trust,  and  any  such  distribution  shall  reduce  the
         Employer's obligations under this Plan.

15.4     Stock Transferred to the Trust.  Notwithstanding any other provision of
         this  Plan or the  Trust:  (i) if Trust  assets  are  distributed  to a
         Participant in a  distribution  which reduces the  Participant's  Stock
         Option Account balance under this Plan, such  distribution must be made
         in the form of Stock during every 6 month period  beginning on the date
         an Eligible Stock Option of the Participant is exercised, to the extent
         of the  Qualifying  Gain deferred in  accordance  with Section 3.7 with
         respect to that Eligible Stock Option;  and (ii) any Stock  transferred
         to the Trust may not be  otherwise  distributed  or  disposed of by the
         Trustee  until  at  least  6  months  after  the  date  such  Stock  is
         transferred to the Trust.

                                   ARTICLE 16

                                  Miscellaneous

16.1     Status of Plan. The Plan is intended to be a plan that is not qualified
         within the meaning of Code Section  401(a) and that "is unfunded and is
         maintained  by an  employer  primarily  for the  purpose  of  providing
         deferred  compensation  for a select  group  of  management  or  highly
         compensated  employee"  within the  meaning of ERISA  Sections  201(2),
         301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted
         to the extent possible in a manner consistent with that intent.

16.2     Unsecured  General  Creditor.  Participants  and  their  Beneficiaries,
         heirs,  successors and assigns shall have no legal or equitable rights,
         interests  or claims in any  property  or  assets of an  Employer.  For
         purposes of the payment of benefits  under this Plan, any and all of an
         Employer's  assets  shall  be,  and  remain,  the  general,   unpledged
         unrestricted assets of the Employer. An Employer's obligation under the
         Plan shall be merely that of an unfunded and  unsecured  promise to pay
         money in the future.

16.3 Employer's  Liability.  An Employer's liability for the payment of benefits
shall be defined
---------------------------------------
only by the Plan. An Employer  shall have no  obligation to a Participant  under
the Plan except as expressly
         provided in the Plan.
16.4     Nonassignability. Neither a Participant nor any other person shall have
         any right to  commute,  sell,  assign,  transfer,  pledge,  anticipate,
         mortgage or  otherwise  encumber,  transfer,  hypothecate,  alienate or
         convey in advance  of actual  receipt,  the  amounts,  if any,  payable
         hereunder,  or any part thereof, which are, and all rights to which are
         expressly declared to be, unassignable and non-transferable. No part of
         the  amounts  payable  shall,  prior to actual  payment,  be subject to
         seizure,  attachment,  garnishment or sequestration  for the payment of
         any  debts,  judgments,  alimony  or  separate  maintenance  owed  by a
         Participant or any other person, be transferable by operation of law in
         the  event of a  Participant's  or any  other  person's  bankruptcy  or
         insolvency  or be  transferable  to a spouse as a result of a  property
         settlement or otherwise.

16.5     Not a Contract of  Employment.  The terms and  conditions  of this Plan
         shall not be deemed to constitute a contract of employment  between any
         Employer and the Participant. Such employment is hereby acknowledged to
         be an "at will" employment  relationship  that can be terminated at any
         time for any reason,  or no reason,  with or without cause, and with or
         without  notice,  unless  expressly  provided  in a written  employment
         agreement.  Nothing in this Plan shall be deemed to give a  Participant
         the right to be retained in the service of any  Employer as an Employee
         or to  interfere  with  the  right of any  Employer  to  discipline  or
         discharge the Participant at any time.

16.6     Furnishing  Information.  A Participant or his or her Beneficiary  will
         cooperate  with the  Committee by  furnishing  any and all  information
         requested  by the  Committee  and take  such  other  actions  as may be
         requested in order to facilitate the administration of the Plan and the
         payments of  benefits  hereunder,  including  but not limited to taking
         such physical examinations as the Committee may deem necessary.

16.7     Terms. Whenever any words are used herein in the masculine,  they shall
         be  construed  as though  they were in the  feminine in all cases where
         they  would so apply;  and  whenever  any words are used  herein in the
         singular or in the plural,  they shall be construed as though they were
         used in the  plural or the  singular,  as the case may be, in all cases
         where they would so apply.

16.8     Captions. The captions of the articles, sections and paragraphs of this
         Plan are for  convenience  only and shall  not  control  or affect  the
         meaning or construction of any of its provisions.

16.9  Governing  Law.  Subject to ERISA,  the  provisions  of this Plan shall be
construed and --------------------------------
interpreted  according to the internal laws of the State of  California  without
regard to its conflicts of laws principles.
16.10    Notice.  Any notice or filing  required or permitted to be given to the
         Committee  under  this  Plan  shall be  sufficient  if in  writing  and
         hand-delivered, or sent by registered or certified mail, to the address
         below:

                                            Administrative Committee DCP
                       Countrywide Credit Industries, Inc.

                                            4500 Park Granada
                                            Calabasas, California 91302
         Such notice  shall be deemed  given as of the date of  delivery  or, if
         delivery is made by mail,  as of the date shown on the  postmark on the
         receipt  for  registration  or  certification.  Any  notice  or  filing
         required  or  permitted  to be given to a  Participant  under this Plan
         shall be sufficient if in writing and hand-delivered,  or sent by mail,
         to the last known address of the Participant.

16.11    Successors.  The  provisions  of this Plan  shall bind and inure to the
         benefit of the  Participant's  Employer and its  successors and assigns
         and the Participant and the Participant's designated Beneficiaries.

16.12    Spouse's  Interest.  The interest in the benefits hereunder of a spouse
         of  a  Participant   who  has   predeceased   the   Participant   shall
         automatically  pass to the Participant and shall not be transferable by
         such spouse in any manner,  including  but not limited to such spouse's
         will,  nor  shall  such  interest  pass  under  the  laws of  intestate
         succession.

16.13    Validity.  In case any  provision  of this  Plan  shall be  illegal  or
         invalid for any reason,  said illegality or invalidity shall not affect
         the  remaining  parts  hereof,  but this Plan  shall be  construed  and
         enforced  as if such  illegal  or  invalid  provision  had  never  been
         inserted herein.

16.14    Incompetent.  If the  Committee  determines  in its  discretion  that a
         benefit  under  this Plan is to be paid to a minor,  a person  declared
         incompetent  or to a person  incapable of handling the  disposition  of
         that  person's  property,  the  Committee  may  direct  payment of such
         benefit to the guardian, legal representative or person having the care
         and  custody  of such  minor,  incompetent  or  incapable  person.  The
         Committee  may require proof of minority,  incompetence,  incapacity or
         guardianship,  as it may deem appropriate  prior to distribution of the
         benefit. Any payment of a benefit shall be a payment for the account of
         the Participant and the Participant's Beneficiary,  as the case may be,
         and shall be a complete  discharge of any liability  under the Plan for
         such payment amount.

16.15    Court Order. The Committee is authorized to make any payments  directed
         by court  order in any  action in which the Plan or the  Committee  has
         been named as a party. In addition, if a court determines that a spouse
         or former spouse of a Participant has an interest in the  Participant's
         benefits  under the Plan in  connection  with a property  settlement or
         otherwise, the Committee, in its sole discretion, shall have the right,
         notwithstanding  any election  made by a  Participant,  to  immediately
         distribute   the   spouse's   or  former   spouse's   interest  in  the
         Participant's benefits under the Plan to that spouse or former spouse.

16.16             Distribution in the Event of Taxation.
-------------------------------------------------------
(a) In  General.  If, for any  reason,  all or any  portion  of a  Participant's
benefits under this Plan
----------------------------
becomes taxable to the Participant prior to receipt,  a Participant may petition
the  Committee  before a Change in Control,  or the trustee of the Trust after a
Change in Control, for a distribution of that portion of his or her benefit that
has become taxable. Upon the grant of such a petition,  which grant shall not be
unreasonably  withheld  (and,  after a Change in Control,  shall be granted),  a
Participant's Employer shall distribute to the Participant immediately available
funds in an amount  equal to the taxable  portion of his or her  benefit  (which
amount shall not exceed a Participant's  unpaid Account Balance under the Plan).
If the petition is granted, the tax liability  distribution shall be made within
90  days  of the  date  when  the  Participant's  petition  is  granted.  Such a
distribution  shall  affect and reduce the  benefits to be paid under this Plan.
(b) Trust.  If the Trust  terminates  in accordance  with Section  3.6(e) of the
Trust and benefits are distributed from the Trust to a Participant in accordance
with that Section,  the Participant's  benefits under this Plan shall be reduced
to the extent of such distributions.
16.17    Insurance.  The  Employers,  on their  own  behalf  or on behalf of the
         trustee of the Trust, and, in their sole discretion,  may apply for and
         procure  insurance on the life of the Participant,  in such amounts and
         in such forms as the Trust may choose.  The Employers or the trustee of
         the Trust,  as the case may be, shall be the sole owner and beneficiary
         of  any  such  insurance.   The  Participant  shall  have  no  interest
         whatsoever  in any such policy or  policies,  and at the request of the
         Employers  shall  submit  to  medical   examinations  and  supply  such
         information  and  execute  such  documents  as may be  required  by the
         insurance  company or companies to whom the Employers  have applied for
         insurance.

16.18    Legal Fees To Enforce  Rights After Change in Control.  The Company and
         each Employer is aware that upon the occurrence of a Change in Control,
         the Board or the board of directors of a Participant's  Employer (which
         might then be composed of new members) or a shareholder  of the Company
         or the Participant's  Employer,  or of any successor  corporation might
         then cause or attempt to cause the Company, the Participant's  Employer
         or such  successor to refuse to comply with its  obligations  under the
         Plan  and  might   cause  or  attempt  to  cause  the  Company  or  the
         Participant's  Employer  to  institute,  or may  institute,  litigation
         seeking to deny  Participants the benefits  intended under the Plan. In
         these  circumstances,  the  purpose  of the Plan  could be  frustrated.
         Accordingly, if, following a Change in Control, it should appear to any
         Participant  that  the  Company,  the  Participant's  Employer  or  any
         successor  corporation has failed to comply with any of its obligations
         under the Plan or any  agreement  thereunder  or, if the Company,  such
         Employer or any other  person takes any action to declare the Plan void
         or  unenforceable  or institutes  any  litigation or other legal action
         designed  to deny,  diminish  or to recover  from any  Participant  the
         benefits   intended   to  be   provided,   then  the  Company  and  the
         Participant's Employer irrevocably authorize such Participant to retain
         counsel of his or her  choice at the  expense  of the  Company  and the
         Participant's  Employer (who shall be jointly and severally  liable) to
         represent such Participant in connection with the initiation or defense
         of any  litigation  or other  legal  action,  whether by or against the
         Company,   the  Participant's   Employer  or  any  director,   officer,
         shareholder  or  other  person   affiliated   with  the  Company,   the
         Participant's Employer or any successor thereto in any jurisdiction.

IN WITNESS WHEREOF,  the Company has signed this Plan document as of __________,
____.
"Company" Countrywide Credit Industries, Inc., a Delaware
                                   corporation
By: __________________________________
Title: _______________________________


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