AMENDMENT No. 2 TO EMPLOYMENT AGREEMENT



    THIS AMENDMENT No. 2 (the "Second Amendment") is entered into as of February
4, 1998 to amend the Restated Employment Agreement (the "Employment  Agreement")
dated as of March 26, 1996 by and between Countrywide Credit Industries, Inc., a
Delaware corporation ("Employer"), and Angelo R. Mozilo ("Officer").

                                                    WITNESSETH:

    WHEREAS, Employer and Officer previously entered into the Employment
Agreement, as amended by Amendment No. 1 entered into as of July 25, 1997; and

    WHEREAS,  Employer and Officer desire to amend the  Employment  Agreement as
set forth below.

    NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained, the parties hereto agree as follows:

         1. Section 2 is amended in its entirety as follows:

                  "2. Specific Position;  Duties and Responsibilities.  Employer
         and  Officer  hereby  agree  that,  subject to the  provisions  of this
         Agreement, Employer will employ Officer and Officer will serve Employer
         and its  subsidiaries as Chief  Executive  Officer and Vice Chairman of
         Employer.  Employer agrees that Officer's duties hereunder shall be the
         usual and customary  duties of the offices of Chief  Executive  Officer
         and Vice Chairman and such further duties  consistent  therewith as may
         be  designated  from  time to  time  by the  Board,  and  shall  not be
         inconsistent  with the provisions of the charter  documents of Employer
         or  applicable  law.  Officer  shall  have  such  executive  power  and
         authority  as shall  reasonably  be required to enable him to discharge
         his duties in the offices which he may hold. All  compensation  paid to
         Officer by Employer or any of its  subsidiaries  shall be aggregated in
         determining  whether  Officer has received  the  benefits  provided for
         herein."

         2.   Except as otherwise  specifically  amended hereby,  the Employment
              Agreement shall continue in full force and effect.


    IN WITNESS  WHEREOF,  the parties have executed this Second  Amendment as of
the date first above written.


                  COUNTRYWIDE CREDIT INDUSTRIES, INC.




                                            By: /s/_____________________________
                                            Title:______________________________


                  OFFICER:




                  /s/__________________________________
                  Angelo R. Mozilo, in his
                  individual capacity