COUNTRYWIDE CREDIT INDUSTRIES, INC.
                 AMENDED AND RESTATED DEFERRED COMPENSATION PLAN
                (AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1998)


                                 FIRST AMENDMENT

The  Countrywide   Credit   Industries,   Inc.  Amended  and  Restated  Deferred
Compensation  Plan  (amended  and restated  effective  January 1, 1998) shall be
further amended as follows, effective January 1, 1999.

1. Section 5.1 shall be amended in its entirety to read as follows:
              Retirement  Benefits.  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.

2. Section 5.2 shall be amended in its entirety to read as follows:
              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 a Monthly  Installment Method of 60, 120 or 180
              months. The Participant may annually change his or her election to
              an allowable  alternative payout 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.

3. Section 3.5 shall be amended in its entirety to read as follows:
              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.

    IN WITNESS  WHEREOF,  this instrument of amendment is executed this ________
day of _______________, 1999.