EXHIBIT 4.14

                       FORM OF FIXED RATE MEDIUM TERM NOTE

                          COUNTRYWIDE HOME LOANS, INC.

                                  (CUSIP No. )

REGISTERED                                                  PRINCIPAL AMOUNT

No.  FX-$

                           MEDIUM-TERM NOTE, SERIES J

                                  (Fixed Rate)

                             Due Nine Months or More

                               From Date of Issue

                 Payment of the Principal, Premium, if any, and

                    Interest on this Note is Unconditionally

                Guaranteed by Countrywide Credit Industries, Inc.

IF THE HOLDER OF THIS NOTE IS THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW
YORK, NEW YORK) (THE "DEPOSITARY") OR A NOMINEE OF THE DEPOSITARY,  THIS NOTE IS
A GLOBAL NOTE AND THE FOLLOWING LEGEND APPLIES:

UNLESS AND UNTIL IT IS EXCHANGED  IN WHOLE OR IN PART FOR NOTES IN  CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED  EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER  NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE
IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE OF THE DEPOSITARY TO THE ISSUER OR
ITS AGENT FOR  REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT,  AND SUCH NOTE IS
REGISTERED  IN THE NAME OF CEDE & CO.  OR SUCH  OTHER  NAME AS  REQUESTED  BY AN
AUTHORIZED  REPRESENTATIVE  OF THE  DEPOSITARY AND ANY PAYMENT IS MADE TO CEDE &
CO.,  ANY  TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL  SINCE THE  REGISTERED  OWNER HEREOF,  CEDE & CO., HAS AN
INTEREST HEREIN.


<PAGE>








ISSUE PRICE:                    INTEREST RATE:

ORIGINAL ISSUE DATE:            STATED MATURITY DATE:

PRINCIPAL AMOUNT:               INTEREST PAYMENT DATES (IF OTHER THAN JANUARY 15
                                                            AND JULY 15):

SPECIFIED CURRENCY:             RECORD DATES (IF OTHER THAN DECEMBER 31 AND JUNE
                                30):
MINIMUM DENOMINATION:

EXCHANGE RATE AGENT:            OTHER/ADDITIONAL TERMS:

OPTION TO RECEIVE PAYMENT
IN U.S. DOLLARS:

         |_| NO

         |_| YES

REDEMPTION:

         |_| NO

         |_| YES

                  INITIAL REDEMPTION
                  DATE:

                  INITIAL REDEMPTION
                  PERCENTAGE:

                  ANNUAL REDEMPTION
                  PERCENTAGE REDUCTION:

REPAYMENT:

         |_| NO

         |_| YES

                  OPTIONAL REPAYMENT
                  DATE(S):


<PAGE>


         COUNTRYWIDE  HOME LOANS,  INC., a New York corporation (the "Company"),
for      value      received,      hereby      promises      to      pay      to
_________________________________________,    or   registered   assignees,   the
principal sum of  _____________________________________  ($_____________) on the
Stated  Maturity Date specified  above (except to the extent  redeemed or repaid
prior to the Stated Maturity Date) at the office or agency of the Company in the
Borough of Manhattan,  The City of New York,  State of New York,  and such other
place or places as may be provided  for  pursuant to the  Indenture  referred to
below, and to pay interest semi-annually in arrears on January 15 and July 15 of
each year or such  other  Interest  Payment  Dates  specified  above  (each,  an
"Interest  Payment  Date"),   commencing  on  the  Interest  Payment  Date  next
succeeding the Original Issue Date  specified  above and on the Stated  Maturity
Date or, if applicable,  any date of earlier  redemption (the "Redemption Date")
or repayment (the  "Repayment  Date") (the earliest of the Stated Maturity Date,
the Redemption  Date and the Repayment  Date is  hereinafter  referred to as the
"Maturity  Date" with respect to the  principal  repayable on such date) on said
principal sum at the Interest Rate  specified  above from and including the most
recent  Interest  Payment Date to which  interest has been paid or duly provided
for, or, if no interest has been paid or duly  provided  for, from and including
the Original  Issue Date,  until the principal  hereof  becomes due and payable;
provided,  however,  that any  payment of  principal,  premium,  if any,  and/or
interest to be made on an Interest Payment Date or on the Maturity Date which is
not a Business  Day shall be made on the next  Business  Day with the same force
and effect as if made on such Interest Payment Date or the Maturity Date, as the
case may be, and no interest on such payment  shall accrue to the next  Business
Day.  For  purposes  of this Note,  "Business  Day" means any day,  other than a
Saturday or Sunday,  that is neither a legal  holiday nor a day on which banking
institutions are authorized or required by law, regulation or executive order to
close in New York, New York or Los Angeles,  California;  provided,  however, if
the Specified Currency  specified above is other than U.S. dollars,  such day is
also not a day on which banking  institutions are authorized or required by law,
regulation  or executive  order to close in the Principal  Financial  Center (as
defined below) (or if the Specified Currency is Euro, such day is also not a day
on  which  the  Trans-European  Automated  Real-Time  Gross  Settlement  Express
Transfer  (TARGET)  System is closed).  "Principal  Financial  Center" means the
capital city of the country  issuing such Specified  Currency,  except that with
respect to U.S. dollars,  Australian dollars,  Canadian dollars, Deutsche marks,
Dutch  guilders,  Italian  lire,  South  African  rand  and  Swiss  francs,  the
"Principal  Financial  Center" shall be The City of New York, Sydney and (solely
on the case of the Specified Currency) Melbourne, Toronto, Frankfurt, Amsterdam,
Milan, Johannesburg and Zurich, respectively.

         The interest so payable,  and punctually  paid or duly provided for, on
any  Interest  Payment  Date will be to the person (the  "Holder") in whose name
this  Note (or one or more  predecessor  Notes)  is  registered  at the close of
business on the  December  31 or June 30 or such other  Record  Dates  specified
above  (whether  or not a Business  Day)  (each,  a "Record  Date")  immediately
preceding such Interest Payment Date; provided,  however,  that interest payable
on the Maturity Date will be payable to the person to whom principal is payable.
Unless otherwise  specified  above, if this Note is originally  issued between a
Record Date and an Interest  Payment Date, the first payment of interest on this
Note will be made on the Interest Payment Date following the next Record Date to
the Holder hereof on such next Record Date.

         Unless  otherwise  specified  above,  payment of the  principal of, and
premium,  if any, and  interest  on, this Note due on the Maturity  Date will be
made in immediately available funds in the Specified Currency, upon presentation
and surrender of this Note at the Corporate Trust Office of the Trustee.  If the
Specified  Currency is other than U.S. dollars,  this Note must be presented and
surrendered  to the  Trustee  referred  to below in time for the Trustee to make
such payment in accordance with its normal procedures.

         Unless otherwise specified above,  payment of interest on this Note due
on any  Interest  Payment  Date  other  than the  Maturity  Date will be made by
mailing a check in the  Specified  Currency  (from an account at a bank  located
outside the United States if such check is payable in a Specified Currency other
than U.S.  dollars) to the address of the Holder  hereof as such  address  shall
appear in the Security  Register (as defined in the Indenture) on the applicable
Record Date.  Notwithstanding the foregoing,  on any Interest Payment Date other
than the  Maturity  Date,  each Holder of U.S.  $10,000,000  (or the  equivalent
thereof in a Specified  Currency  other than U.S.  dollars) or more in aggregate
principal amount of Notes (whether or not having identical terms and provisions)
shall be entitled:  (i) if the Specified  Currency is U.S.  dollars,  to receive
such  payment by wire  transfer  of  immediately  available  funds to an account
maintained  by the payee with a bank located in the United  States,  but only if
appropriate  wire  transfer  instructions  have been  received in writing by the
Trustee  not later than the Record  Date  immediately  preceding  such  Interest
Payment Date and (ii) if the Specified  Currency is other than U.S. dollars,  to
receive  such  payment by wire  transfer of  immediately  available  funds to an
account  maintained by the payee with a bank located in a jurisdiction  in which
payment in such  Specified  Currency is then lawful.  The Company  shall pay any
administrative costs imposed by banks in connection with making payments by wire
transfer;  provided,  however,  that any tax,  assessment or other  governmental
charge  imposed upon payments  shall be borne by the Holder hereof in respect of
which payments are made.

         All payments of principal,  premium, if any, and interest in respect of
this Note  will be made by the  Company  in the  Specified  Currency;  provided,
however,  that if the  Specified  Currency  specified  above is other  than U.S.
dollars,  the Holder  hereof may, if  indicated  above under  "Option to Receive
Payment in U.S.  Dollars," elect to receive all payments of principal,  premium,
if any, and/or interest in respect of this Note in U.S.  dollars by delivering a
written  request  to the  Trustee  not later than the close of  business  on the
Record Date immediately preceding the Interest Payment Date or the fifteenth day
immediately  preceding the Maturity Date, as the case may be. Upon such election
by the Holder hereof,  the Company shall tender  payment in U.S.  dollars at the
Exchange Rate (as defined below),  and any costs  associated with the conversion
of the Specified  Currency into U.S. dollars shall be borne by the Holder hereof
through deductions from such payments. The Holder's election to receive payments
in U.S.  dollars will remain in effect until revoked by written  notice from the
Holder to the Trustee, provided that any such revocation must be received by the
Trustee  not later than the close of  business  on the Record  Date  immediately
preceding the Interest  Payment Date or the fifteenth day immediately  preceding
the Maturity Date, as the case may be.

         Unless otherwise  specified above or elsewhere herein,  "Exchange Rate"
means,  with respect to a Specified  Currency,  the noon dollar  buying rate for
such Specified  Currency for cable  transfers  quoted by the Exchange Rate Agent
specified  above in The City of New York on the Record  Date or  Special  Record
Date (as defined below) or the fifteenth day immediately  preceding the Maturity
Date or such other date provided herein or in the Indenture, as the case may be,
as certified for customs purposes by the Federal Reserve Bank of New York.

         If any payment of principal  of,  premium,  if any, or interest on this
Note is to be made in a  Specified  Currency  other than U.S.  dollars  and such
Specified  Currency is not  available to the Company for making such payment due
to the imposition of exchange controls or other circumstances beyond the control
of the Company,  the Company will be entitled to satisfy its  obligations to the
Holder  hereof  by  making  such  payment  in U.S.  dollars  on the basis of the
Exchange Rate referred to below two Business Days prior to the Interest  Payment
Date or the Maturity Date, as the case may be (or, if no rate is quoted for such
Specified  Currency on such date,  the last date such  Exchange Rate is quoted).
Any payment made under such  circumstances  in U.S.  dollars  where the required
payment is in a Specified  Currency other than U.S.  dollars will not constitute
an Event of Default under the Indenture.  For purposes of this paragraph and the
immediately  succeeding  paragraph,  the "Exchange Rate" for a foreign  currency
will be the noon  dollar  selling  rate for that  currency  for cable  transfers
quoted by the  Exchange  Rate Agent in The City of New York,  as  certified  for
customs purposes by the Federal Reserve Bank of New York.

         All  determinations  referred to above made by the Exchange  Rate Agent
shall be at its sole discretion  (except to the extent  expressly  provided that
any determination is subject to approval) and, in the absence of manifest error,
shall be conclusive  for all purposes and binding on the Holder of this Note and
the Exchange Rate Agent shall have no liability therefor.

         Any interest not  punctually  paid or duly provided for with respect to
this Note  ("Defaulted  Interest")  will  forthwith  cease to be  payable to the
Holder of this Note on the applicable  Record Date and may either be paid to the
person in whose  name  this Note is  registered  at the close of  business  on a
special  record  date  (the  "Special  Record  Date")  for the  payment  of such
Defaulted Interest to be fixed by the Trustee,  notice whereof shall be given to
the  Holder  of this Note not less than ten days  prior to such  Special  Record
Date,  or may be  paid at any  time  in any  other  lawful  manner,  all as more
completely described in the Indenture.

         Unless  otherwise  specified  above,  interest  will be computed on the
basis of a 360-day year of twelve 30-day months.

         This Note is one of a duly authorized issue of debentures, notes, bonds
or other  evidences  of  indebtedness  of the Company  (collectively,  the "Debt
Securities"),  of the series hereinafter  specified,  all issued or to be issued
under and  pursuant to an  indenture,  dated as of January 1, 1992,  as amended,
supplemented or modified from time to time, including Supplemental Indenture No.
1 thereto dated as of June 15, 1995 (collectively,  the "Indenture"),  among the
Company,  the Guarantor (as defined below), and The Bank of New York, as trustee
(the "Trustee," which term includes any successor  trustee under the Indenture),
to which Indenture  reference is hereby made for a description of the respective
rights, limitations of rights, obligations,  duties and immunities thereunder of
the Trustee,  the Company,  the Guarantor and the Holders of the Notes. The Debt
Securities  may be issued in one or more  series,  which  different  series (and
which  Debt  Securities  issued  within  each  series)  may be issued in various
aggregate  principal amounts,  may mature at different times, may bear interest,
if any, at different rates or formulas,  may be subject to different  redemption
or repayment provisions,  if any, may be subject to different sinking,  purchase
or analogous funds, if any, and may otherwise vary as provided in the Indenture.
This Note is one of a series  designated as  "Medium-Term  Notes,  Series J, Due
Nine  Months  or More From Date of  Issue"  of the  Company  (collectively,  the
"Notes"),  limited in aggregate  offering  price to  U.S.$6,000,000,000,  or the
equivalent thereof in one or more Specified Currencies other than U.S. dollars.

         If an Event of Default,  as defined in the  Indenture,  with respect to
the Notes shall have occurred and be  continuing,  the principal  hereof (or, if
this Note is an  Original  Issue  Discount  Security  (as  defined  below),  the
Amortized Face Amount (as defined  below)) and accrued but unpaid  interest (or,
if this Note is an  Original  Issue  Discount  Security,  any accrued but unpaid
interest but only to the extent such interest would constitute  qualified stated
interest within the meaning of Treasury Regulation Section 1.1273-1(c) under the
Internal Revenue Code of 1986, as amended (the "Code"), as in effect on February
[ ], 2001) hereon, may be declared,  and upon such declaration shall become, due
and  payable  in the  manner,  with the effect  and  subject  to the  conditions
provided in the Indenture.

         The Indenture contains provisions permitting the Company, the Guarantor
and the  Trustee,  with the consent of the  Holders of a majority  in  aggregate
principal  amount of the Debt Securities at the time  outstanding of each series
to be affected,  evidenced as in the Indenture provided, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating any
of the  provisions of the Indenture or modifying in any manner the rights of the
Holders of the Debt Securities;  provided,  however,  that no such  supplemental
indenture  shall,  without  the consent of the Holder of each  outstanding  Debt
Security affected thereby: (i) except as otherwise permitted in the Indenture in
connection  with Debt  Securities  for which the Stated  Maturity is extendible,
change the Stated  Maturity of the principal of, or any  installment of interest
on, any such Debt  Security;  (ii) reduce the principal  amount of any such Debt
Security or, except as otherwise  permitted in the Indenture in connection  with
Debt Securities for which the interest rate may be reset,  the interest  thereon
or any premium  payable upon the redemption or repayment  thereof;  (iii) reduce
the amount of the principal of an Original Issue Discount Security that would be
due and payable upon a declaration of acceleration of the Maturity thereof; (iv)
adversely  affect any right of repayment at the option of the Holder of any such
Debt  Security;  (v) reduce the amount of, or postpone  the date fixed for,  any
payment under any sinking fund or analogous  provisions  for any Debt  Security;
(vi)  change any Place of  Payment,  or the  currency  or  currency  unit of the
payment of the principal of, premium,  if any, or interest on any Debt Security;
(vii)  change or  eliminate  certain  rights of Holders to receive  payment in a
designated  currency;  (viii)  impair  the  right  to  institute  suit  for  the
enforcement  of any required  payment on or with  respect to any Debt  Security;
(ix) reduce the percentage in aggregate principal amount of the Outstanding Debt
Securities of any series,  the consent of whose Holders is required for any such
supplemental  indenture,  or the consent of whose  Holders is  required  for any
waiver (of  compliance  with  certain  provisions  of the  Indenture  or certain
defaults thereunder and their consequences)  provided for in the Indenture;  (x)
modify certain other  provisions of the  Indenture;  or (xi) modify or affect in
any manner adverse to the Holders the terms and conditions of the obligations of
the  Guarantor  in respect of the due and punctual  payment of principal  of, or
premium, if any, or interest on, the Debt Securities. It is also provided in the
Indenture that, with respect to certain defaults or Events of Default  regarding
the Debt  Securities  of any  series,  the  Holders of a majority  in  aggregate
principal  amount of the Debt Securities of such series at the time  outstanding
may on behalf of the Holders of all of the Debt  Securities of such series waive
any past default or Event of Default and its  consequences,  except a default in
the payment of the  principal  of, or premium,  if any, or interest on, any Debt
Security of such series or in respect of certain  other  covenants or provisions
of the Indenture. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note
and of any Note issued upon the  registration  of transfer hereof or in exchange
herefor or in lieu hereof, whether or not any notation of such consent or waiver
is made upon this Note or such other Notes.

         The  Guarantor,  or a Subsidiary  thereof,  may directly  assume,  by a
supplemental  indenture,  the due and punctual  payment of the principal of, and
premium,  if any, and interest  on, all the Debt  Securities,  in which case the
Company shall be released from its liability as obligor on the Debt Securities.

         No reference  herein to the Indenture and no reference to any provision
of this Note  shall  alter or impair the  obligation  of the  Company,  which is
absolute and  unconditional,  to pay the principal of, and premium,  if any, and
interest on, this Note at the places,  at the respective  times, at the rate and
in the currency herein prescribed.

         The Notes are  issuable  in  registered  form  without  coupons  in the
minimum  denomination of U.S.$1,000,  or the equivalent thereof in the Specified
Currency (if other than U.S.  dollars),  and in integral multiples of U.S.$1,000
in excess thereof, or the equivalent thereof in such Specified Currency, or such
other  minimum  denomination  as  specified  on the face  hereof.  Notes  may be
exchanged by the Holder hereof, without charge except for any tax, assessment or
other governmental charge imposed in connection therewith,  for a like aggregate
principal  amount of Notes of other  authorized  denominations in the manner and
subject to the  limitations  provided in the  Indenture at the  Corporate  Trust
Office of the Trustee.

         If this Note is subject to Optional  Redemption as specified above, the
Company may at its option  redeem  this Note in whole or, from time to time,  in
part in increments of U.S. $1,000 (provided that any remaining  principal amount
hereof shall be not less than the minimum  denomination,  as described above) on
or after the Initial  Redemption  Date specified above at the sum of (i) 100% of
the unpaid  principal amount hereof or the portion thereof redeemed (or, if this
Note is an Original Issue Discount Security,  100% of the Amortized Face Amount,
or portion  thereof  redeemed,  determined as of the Redemption Date as provided
below), plus (ii) the Initial Redemption Percentage specified above (as adjusted
for the Annual Redemption Percentage Reduction, if applicable) multiplied by the
unpaid  principal amount or the portion thereof redeemed (or, if this Note is an
Original Issue Discount  Security,  the Issue Price specified  above, net of any
portion of such Issue Price which has been deemed paid prior to  redemption  (by
reason of any payments,  other than a payment of qualified stated  interest,  in
excess of the original issue discount  accrued to the date of such payment),  or
the  portion  of such  Issue  Price (or such net  amount)  proportionate  to the
portion of the unpaid principal amount of the Note redeemed), plus (iii) accrued
but unpaid  interest  to the  Redemption  Date (or,  if this Note is an Original
Issue Discount Security,  any accrued but unpaid interest to the Redemption Date
but only to the extent such interest would constitute  qualified stated interest
within the meaning of Treasury  Regulation Section  1.1273-1(c) under the Code).
Such Initial  Redemption  Percentage  shall decline at each  anniversary  of the
Initial  Redemption Date by an amount equal to the Annual Redemption  Percentage
Reduction,  if any,  specified above,  until the Initial  Redemption  Percentage
equals zero percent. The Company may exercise such option by causing the Trustee
to mail a notice of such  redemption  to the Holder  hereof not less than 30 but
not more than 60 days prior to the  Redemption  Date. In the event of redemption
of this Note in part only, a new Note or Notes for the unredeemed portion hereof
shall be issued in the name of the Holder hereof upon the  cancellation  hereof.
If less than all of the Notes  with like  tenor and terms to this Note are to be
redeemed,  the Notes to be  redeemed  shall be  selected  by the Trustee by such
method as the Trustee shall deem fair and appropriate.

         An  "Original  Issue  Discount  Security"  means any Note that has been
issued at an Issue Price lower, by an amount that equals or exceeds a de minimis
amount (as determined under United States Federal income tax rules applicable to
original issue discount instruments), than the principal amount thereof. If this
Note is an Original Issue  Discount  Note,  the "Amortized  Face Amount" of this
Note  shall be the amount  equal to the sum of (a) the Issue  Price plus (b) the
aggregate  of the  portions of the original  issue  discount  (the excess of the
amounts  considered as part of the "stated redemption price at maturity" of this
Note within the meaning of Section 1273(a)(2) of the Code,  whether  denominated
as  principal  or  interest,  over the Issue  Price of this  Note)  which  shall
theretofore have accrued pursuant to Section 1272 of the Code (without regard to
Section 1272(a)(7) of the Code) from the Original Issue Date of this Note to the
date of  determination,  minus (c) any amount  considered as part of the "stated
redemption price at maturity" of such Note which has been paid on this Note from
the  Original  Issue  Date to the  date  of  determination.  If this  Note is an
Original Discount  Security,  the amount payable in the event of acceleration of
the maturity hereof shall be the Amortized Face Amount,  plus accrued but unpaid
qualified  stated  interest as defined in clause (iii) of the first  sentence of
the preceding paragraph.

         If this Note is subject to Optional  Repayment as specified  above, the
Holder hereof may at its option  require the Company to repay this Note in whole
or  from  time  to time in part  in  increments  of  U.S.$1,000  or the  minimum
denomination  specified  above  (provided  that any remaining  principal  amount
hereof shall not be less than the minimum  denomination,  as described above) on
any Optional Repayment Date specified above at the sum of (i) 100% of the unpaid
principal  amount hereof or the portion thereof to be repaid (or if this Note is
an Original  Issue  Discount  Security,  100% of the Amortized  Face Amount,  or
portion thereof to be repaid,  determined as of the Repayment  Date),  plus (ii)
accrued  but  unpaid  interest  to the  Repayment  Date (or,  if this Note is an
Original  Issue  Discount  Security,  any  accrued  but unpaid  interest  to the
Repayment Date but only to the extent such interest would  constitute  qualified
stated interest within the meaning of Treasury  Regulation  Section  1.1273-1(c)
under  the  Code).  In order  for this  Note to be  repaid,  this  Note  must be
received,  together  with the form  entitled  "Option to Elect  Repayment"  duly
completed,  by the Trustee at its Corporate  Trust Office (or such other address
of which the  Company  shall from time to time  notify the Holders of the Notes)
not more than 60 nor less than 30 days prior to the Repayment Date.  Exercise of
such  repayment  option by the Holder  hereof  shall be  irrevocable,  except as
otherwise provided above.

         Prior to due presentment of this Note for registration of transfer, the
Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor,
or the  Trustee  may treat the  Holder  hereof as the owner of this Note for the
purpose of receiving  payment of the principal  hereof and premium,  if any, and
interest hereon and for all other purposes whatsoever,  whether or not such Note
be overdue,  and neither the Company,  the  Guarantor,  the Trustee nor any such
agent of the  Company,  the  Guarantor  or the Trustee  shall be affected by any
notice to the contrary.

         No  recourse  shall be had for the  payment  of the  principal  of,  or
premium,  if any, or interest on, this Note, or for any claim based  hereon,  or
otherwise in respect hereof,  or based on or in respect of the Indenture against
any incorporator,  stockholder,  officer,  director or employee,  as such, past,
present or future, of the Company or the Guarantor or any successor corporation,
whether  by  virtue  of any  constitution,  statute  or rule  of law,  or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance  hereof and as part of the consideration for the issue hereof,
expressly waived and released.

         All terms used but not  defined  in this Note  shall have the  meanings
assigned to them in the Indenture.

         The  Indenture  and the Notes  shall be governed  by and  construed  in
accordance with the laws of the State of New York.

         This Note shall not be valid or become obligatory for any purpose until
the certificate of  authentication  hereon shall have been manually signed by or
on behalf of the Trustee under the Indenture.

         IN WITNESS  WHEREOF,  Countrywide  Home  Loans,  Inc.  has caused  this
instrument  to be signed  in its name by the  facsimile  signatures  of its duly
authorized  officers,  and has caused a facsimile  of its  corporate  seal to be
affixed hereunto or imprinted hereon.

Date:                                             COUNTRYWIDE HOME LOANS, INC.

      [SEAL]

                                         By:____________________________________
                                           President and Chief Executive Officer

Attest:__________________________________
                                Secretary
                                    GUARANTEE

                                       OF

                                       COUNTRYWIDE CREDIT INDUSTRIES, INC.



         For value received,  Countrywide Credit Industries, Inc., a corporation
duly organized and existing under the laws of Delaware (the "Guarantor"), hereby
unconditionally  guarantees to the Holder of the Note upon which this  Guarantee
is endorsed the due and punctual  payment of the principal  of, and premium,  if
any, and interest on, and sinking fund payments,  if any,  required with respect
to said Note, when and as the same shall become due and payable,  whether on the
Stated  Maturity  Date, by  acceleration,  redemption or repayment or otherwise,
according to the terms thereof and of the Indenture referred to therein. In case
of the failure of Countrywide Home Loans, Inc. (the "Company") punctually to pay
any such principal,  premium,  interest,  or sinking fund payment, the Guarantor
hereby  agrees to cause any such payment to be made  punctually  when and as the
same shall  become due and  payable,  whether on the Stated  Maturity  Date,  by
acceleration,  redemption or repayment or otherwise, and as if such payment were
made by the Company.

         The Guarantor hereby agrees that its obligations  hereunder shall be as
principal  and not  merely as surety,  and shall be  absolute,  irrevocable  and
unconditional,  irrespective  of, and shall be  unaffected  by, any  invalidity,
irregularity or unenforceability of said Note or said Indenture,  any failure to
enforce  the  provisions  of  said  Note  or  said  Indenture,  or  any  waiver,
modification, consent or indulgence granted to the Company with respect thereto,
by the Holder of said Note or the Trustee under said Indenture,  the recovery of
any judgment against the Company or any action to enforce the same, or any other
circumstances which may otherwise constitute a legal or equitable discharge of a
surety or guarantor. The Guarantor hereby waives diligence,  presentment, demand
of payment, filing of claims with a court in the event of merger,  insolvency or
bankruptcy of the Company,  any right to require a proceeding  first against the
Company,  protest  or  notice  with  respect  to said  Note or the  indebtedness
evidenced thereby and all demands whatsoever,  and covenants that this Guarantee
will not be  discharged  except by  payment  in full of the  principal  of,  and
premium,  if any, and interest  on, or any sinking  fund payment  required  with
respect  to, said Note and the  complete  performance  of all other  obligations
contained in said Note.

         The  Guarantor  shall be subrogated to all rights of the Holder of said
Note  against the  Company in respect of any amounts  paid to such Holder by the
Guarantor pursuant to the provisions of this Guarantee;  provided, however, that
the  Guarantor  shall not be  entitled to  enforce,  or to receive any  payments
arising out of or based upon, such right of subrogation  until the principal of,
and premium,  if any, and  interest on, and any sinking fund  payments  required
with respect to, all Notes of this series issued under said Indenture shall have
been paid in full and its other obligations under said Indenture completed.

         The Guarantor hereby  certifies and warrants that all acts,  conditions
and things  required to be done and performed and to have happened  precedent to
the  creation  and  issuance  of this  Guarantee  and to  constitute  the  valid
obligation  of the  Guarantor  have been done and performed and have happened in
due compliance with all applicable laws.

         This  Guarantee  as  endorsed on said Note shall not be entitled to any
benefit under said Indenture or become valid or obligatory for any purpose until
the certificate of  authentication  on said Note shall have been signed manually
by or on behalf of the Trustee under said Indenture.

         This  Guarantee  shall be governed by and construed in accordance  with
the laws of the State of New York.

         IN WITNESS WHEREOF,  the Guarantor has caused this Guarantee to be duly
executed in facsimile by its duly authorized officer under its corporate seal.

                       COUNTRYWIDE CREDIT INDUSTRIES, INC.

        By:_____________________________________________________________
                        Chairman, Chief Executive Officer
                                  and President

Attest:____________________________________________
                         Secretary

                          CERTIFICATE OF AUTHENTICATION

This is one of the Debt Securities of the series designated  therein referred to
in the within-mentioned Indenture.

                              THE BANK OF NEW YORK,
                                   as Trustee

Date:                By:________________________________________________________
                                         Authorized Signatory


<PAGE>


                            OPTION TO ELECT REPAYMENT

         The undersigned hereby  irrevocably  requests and instructs the Company
to repay this Note, or portion thereof  specified  below, in accordance with the
terms of this Note at a price equal to the principal  amount hereof,  or portion
thereof to be repaid (or, if this Note is an Original Issue  Discount  Security,
the Amortized Face Amount, or portion thereof to be repaid, determined as of the
Repayment Date), together with accrued but unpaid interest to the Repayment Date
(or, if this Note is an Original Issue Discount Security, any accrued but unpaid
interest  to the  Repayment  Date but only to the  extent  such  interest  would
constitute  qualified stated interest within the meaning of Treasury  Regulation
Section 1.1273-1(c) under the Code), by payment to the undersigned at
--------------------------------------------------------------------------------

                  (Please  print or typewrite  name and address,  including  zip
code, of the undersigned).

         In order for this Note to be repaid,  the Trustee  must  receive at its
Corporate  Trust Office at 101 Barclay  Street,  New York, New York 10286, or at
such other place or places of which the  Company  shall from time to time notify
the  Holders of the  Notes,  not more than 60 nor less than 30 days prior to the
Repayment  Date,  this  Note  with  this  Option  to Elect  Repayment  form duly
completed.

         If less than the entire principal  amount, or Amortized Face Amount, as
applicable,  of this Note is to be repaid,  specify the portion  thereof  (which
shall be in increments of U.S.$1,000 or other increments  specified above) to be
repaid: ______________.

         If less than the entire principal  amount, or Amortized Face Amount, as
applicable,  of this Note is to be repaid,  specify the  denomination(s)  of the
Note(s)  to be issued  for the  unpaid  amount  (which  shall be  U.S.$1,000  or
increments of U.S.$1,000 in excess thereof,  or such other minimum  denomination
specified above):______________.

Date:


                                    ______________________________________Note:
                                                     The   signature   on   this
                                                     Option  to Elect  Repayment
                                                     must  correspond  with  the
                                                     name as  written  upon  the
                                                     face    of    the    within
                                                     instrument     in     every
                                                     particular,         without
                                                     alteration or  enlargement,
                                                     or any change whatsoever.


<PAGE>


                                   ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s)unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Please Print or Typewrite Name and Address Including Zip Code of Assignee

--------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing

--------------------------------------------------------------------------------
to  transfer  said  Note  on the  books  of the  Company,  with  full  power  of
substitution in the premises.

Dated:                                            Signature: ___________________
        -------------

NOTICE:  The  signature  to this  assignment  must  correspond  with the name as
written  upon the face of the within  instrument  in every  particular,  without
alteration or enlargement, or any change whatsoever.