RESOLUTIONS OF THE

                              BOARD OF DIRECTORS OF

                       COUNTRYWIDE CREDIT INDUSTRIES, INC.

                               AMENDMENT TO BYLAWS

                                 MARCH 24, 2000

AMENDMENT TO BYLAWS

     WHEREAS,  this Board of Directors  deems it to be in the best  interests of
Countrywide Credit Industries,  Inc. (the  "Corporation") to amend its bylaws as
set forth below;

    NOW THEREFORE,  BE IT RESOLVED,  That Article II, Section 4 of the Bylaws of
the  Corporation be and hereby is amended by adding a new sentence to the end of
the Section, the section thereby reading in its entirety as follows:

     Section 4:  Notice of Meetings

Except as otherwise  required or permitted by law, whenever the shareholders are
required or permitted to take any action at a meeting,  written  notice  thereof
shall be given,  stating the place,  date and time of the meeting and, unless it
is the annual meeting, by or at whose direction it is being issued.  Notice of a
special  meeting  shall also state the purpose or purposes for which the meeting
is called. A copy of the notice of any meeting shall be delivered  personally or
shall be mailed to each  shareholder of record entitled to vote at such meeting,
not less than ten (10) nor more than  sixty  (60) days  before  the date of such
meeting.  If mailed,  the notice  shall be given  when  deposited  in the United
States mail,  postage  prepaid and shall be directed to each  shareholder at his
address as it appears on the record of shareholders,  unless he shall have filed
with the Secretary of the  Corporation a written  request that notices to him be
mailed to some other address,  in which case it shall be directed to him at such
other address. Notice of any meeting of shareholders shall not be required to be
given to any shareholder who shall attend such meeting in person or by proxy and
shall not protest,  prior to the conclusion of such meeting,  the lack of notice
thereof,  or who shall  submit,  either  before or after the  meeting,  a signed
waiver of notice, in person or by proxy. Unless the Board shall fix a new record
date for an adjourned  meeting or the  adjournment is for more than thirty days,
notice of such adjourned  meeting need not be given if the place,  date and time
to which the meeting shall be adjourned is announced at the meeting at which the
adjournment is taken. Any previously  scheduled  meeting of the stockholders may
be postponed,  and (unless the Certificate of Incorporation  otherwise provides)
any special meeting of the  stockholders  may be canceled,  by resolution of the
Board upon public notice given prior to the date  previously  scheduled for such
meeting of stockholders.