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                            SCHEDULE 14A INFORMATION

                PROXY STATEMENT PURSUANT TO SECTION 14(a)
           OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.   )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by
     Rule 14a-6(e)(2))
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

                      COUNTRYWIDE CREDIT INDUSTRIES, INC.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

     (1)  Title of each class of securities to which transaction applies:

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     (2)  Aggregate number of securities to which transaction applies:

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     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
          filing fee is calculated and state how it was determined):

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     (4)  Proposed maximum aggregate value of transaction:

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     (5)  Total fee paid:

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[ ]  Fee paid previously with preliminary materials.

[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously. Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.

     (1)  Amount Previously Paid:

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     (2)  Form, Schedule or Registration Statement No.:

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                    Countrywide Credit Industries, Inc. Logo

                               4500 PARK GRANADA
                          CALABASAS, CALIFORNIA 91302

                                                                    June 1, 2001

Dear Stockholder:

     On behalf of the Board of Directors, I cordially invite you to attend the
2001 Annual Meeting of Stockholders of Countrywide Credit Industries, Inc. The
meeting will be held on July 12, 2001 at 10:00 a.m. in the Plaza Nueva Room of
the Hyatt Westlake Plaza Hotel, 880 S. Westlake Boulevard, Westlake Village,
California. The formal notice and proxy statement for this meeting are attached
to this letter.

     It is important that you vote your shares as soon as possible. If you hold
your shares as a stockholder of record, you may vote by one of the following
methods:

          (i) by telephone,

          (ii) via the internet, or

          (iii) by mail,

as instructed on the enclosed proxy card, even if you currently plan to attend
the Annual Meeting. You may still attend the Annual Meeting and vote in person
if you desire, but voting now will assure that your vote is counted if you are
unable to attend.

     If you own your shares through a brokerage account or in another nominee
form, please follow the instructions provided on the enclosed Vote Instruction
Form. If you plan to attend the Annual Meeting and vote in person, you must
obtain a proxy from your broker or nominee and bring that proxy to the Annual
Meeting.

     Your vote is important, regardless of the number of shares you own.

     On behalf of the Board of Directors, I thank you for your cooperation.

                                          Sincerely,

                                          /s/ Angelo R. Mozilo

                                          Angelo R. Mozilo
                                          Chairman of the Board
   3

                    Countrywide Credit Industries, Inc. Logo

                               4500 PARK GRANADA
                          CALABASAS, CALIFORNIA 91302

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

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                            TO BE HELD JULY 12, 2001

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

To the Stockholders:

     The 2001 Annual Meeting of Stockholders of Countrywide Credit Industries,
Inc. (the "Company") will be held in the Plaza Nueva Room of the Hyatt Westlake
Plaza Hotel, 880 S. Westlake Boulevard, Westlake Village, California, on July
12, 2001 at 10:00 a.m., Pacific Time, and at any adjournment or adjournments
thereof, for the following purposes:

          1. To elect four directors to serve on the Board of Directors for a
     term expiring at the 2004 Annual Meeting.

          2. To re-approve the Company's Annual Incentive Plan.

          3. To amend the Company's 2000 Stock Option Plan.

          4. To ratify the selection by the Board of Directors of Grant Thornton
     LLP as independent certified public accountants of the Company for the
     fiscal year ending February 28, 2002.

          5. To transact such other business as may properly come before the
     meeting and any adjournment thereof.

     Only stockholders of record at the close of business on May 15, 2001 are
entitled to notice of, and to vote at, the Annual Meeting and any adjournment or
adjournments thereof.

                                          By Order of the Board of Directors

                                          /s/ Sandor E. Samuels

                                          Sandor E. Samuels
                                          Secretary

Dated: June 1, 2001

     YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. THE
COMPANY ENCOURAGES YOU TO VOTE AS SOON AS POSSIBLE BY ONE OF THREE CONVENIENT
METHODS: (I) BY CALLING THE TOLL-FREE NUMBER LISTED ON THE PROXY CARD; (II) BY
ACCESSING THE INTERNET SITE LISTED ON THE PROXY CARD OR (III) BY SIGNING, DATING
AND RETURNING THE PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE. BY VOTING
YOUR SHARES PROMPTLY, YOU WILL SAVE THE COMPANY THE EXPENSE OF FURTHER PROXY
SOLICITATION.
   4

                    Countrywide Credit Industries, Inc. Logo

                               4500 PARK GRANADA
                          CALABASAS, CALIFORNIA 91302

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

                                PROXY STATEMENT

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

                         ANNUAL MEETING OF STOCKHOLDERS
                                 JULY 12, 2001

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

                                    GENERAL

     This Proxy Statement is furnished to stockholders of Countrywide Credit
Industries, Inc. (the "Company") in connection with the solicitation by its
Board of Directors (the "Board") of proxies to be voted at the 2001 Annual
Meeting of Stockholders (the "Meeting") to be held in the Plaza Nueva Room of
the Hyatt Westlake Plaza Hotel, 880 S. Westlake Boulevard, Westlake Village,
California, on July 12, 2001 at 10:00 a.m., Pacific Time, and at any adjournment
or adjournments thereof. The Company expects to mail its proxy soliciting
materials for the Meeting on or about June 8, 2001.

     Whether you vote (i) by telephone; (ii) via the internet; (iii) by mail or
(iv) at the Meeting, the proxies identified on the back of the enclosed proxy
card will vote the shares of which you are the shareholder of record in
accordance with your instructions. If no instructions are marked on the proxy
card, the shares will be voted in favor of the proposals described in this Proxy
Statement. You may revoke your vote before it is taken at the Meeting by (i)
delivering a written notice of revocation to the attention of the Corporate
Secretary of the Company at its above address; (ii) delivering a duly executed
proxy bearing a later date (including proxy by telephone or via the internet) or
(iii) attending the Meeting and voting in person. If you own your shares through
a brokerage account or nominee, you cannot vote in person at the Meeting unless
you obtain a proxy from the broker or nominee and bring that proxy to the
Meeting.

     The only outstanding voting securities of the Company are shares of its
common stock, par value $.05 per share ("Common Stock"). Each stockholder of
record at the close of business on May 15, 2001 is entitled to notice of, and to
vote at, the Meeting and at any adjournment or adjournments thereof. On that
date, there were 118,826,957 shares of Common Stock outstanding, with each share
entitled to one vote. The presence, in person or by proxy, of a majority of the
shares entitled to vote will constitute a quorum for the Meeting. Abstentions
from voting, which may be specified on all matters except the election of
directors, will be considered shares present and entitled to vote on a matter
and, accordingly, will have the same effect as a vote against a matter. Broker
non-votes are included in the determination of the number of shares present and
voting; however, they are not counted for purposes of determining the number of
votes cast with respect to a particular proposal. Accordingly, broker non-votes
are not counted as votes for or against a proposal.

     The Company will pay the cost of the solicitation of proxies, including
preparing and mailing the Notice of Annual Meeting of Stockholders, this Proxy
Statement and the proxy card. Following the mailing of this Proxy Statement,
directors, officers and employees of the Company may solicit proxies by
telephone, facsimile transmission or other personal contact, for which services
such persons will receive no additional compensation. Brokerage houses and other
nominees, fiduciaries and custodians who are holders of record of shares of
Common Stock will be requested to forward proxy soliciting materials to the
beneficial owners of such shares and will be reimbursed by the Company for their
charges and expenses in connection therewith at customary and reasonable rates.
In addition, the Company has retained Morrow & Co., Inc. to assist in the
solicitation of proxies for an estimated fee of $8,000 plus reimbursement of
expenses.
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                                  PROPOSAL ONE

                             ELECTION OF DIRECTORS

     The Company's Bylaws give the Board the power to set the number of
directors at no less than three nor more than fifteen, and the Board has fixed
the number of directors at ten. The Company currently has nine directors.
Directors serve three-year terms, which are staggered to provide for the
election of approximately one-third of the Board each year. The terms of the
current Class II directors, Robert J. Donato, Michael E. Dougherty and Harley W.
Snyder, will expire at the Meeting. Each of Messrs. Donato, Dougherty and Snyder
has been nominated for election as a Class II director for a new term that will
expire at the annual meeting to be held in 2004. In addition, Henry G. Cisneros
has been nominated for the tenth director position and if elected, will serve as
a Class II director.

     Each director will be elected by a plurality of the votes cast at the
Meeting. In the absence of contrary instructions, it is the intention of the
persons named in the accompanying proxy card to vote for the nominees listed
below. In the event that any nominee becomes unavailable for any reason, the
proxies will be voted for the election of the person, if any, who is designated
by the Board to replace the nominee. The Board does not anticipate that any
nominee will become unavailable.

     The following table contains information regarding the nominees and the
other incumbent directors.



                                                                                               DIRECTOR
                NAME                                    OCCUPATION                      AGE     SINCE
                ----                                    ----------                      ---    --------
                                                                                      
                        NOMINEES FOR ELECTION -- TERM EXPIRING 2001 (CLASS II)

Henry G. Cisneros....................  Founder, Chairman and Chief Executive Officer    53       N.A.
                                       American City Vista
                                       Urban Housing Developer
                                       San Antonio, TX
Robert J. Donato.....................  Senior Vice President, Branch Manager            61       1993
                                       PaineWebber, Incorporated
                                       Los Angeles, CA
Michael E. Dougherty.................  Co-Founder and Chairman                          60       1998
                                       Dougherty Financial Group, LLC
                                       Minneapolis, MN
Harley W. Snyder.....................  Real Estate Consultant and Private Investor      68       1991
                                       Valparaiso, IN

                         INCUMBENT DIRECTORS -- TERM EXPIRING 2002 (CLASS III)

Angelo R. Mozilo.....................  Chairman of the Board, Chief Executive           62       1969
                                       Officer and President of the Company
                                       Calabasas, CA
Stanford L. Kurland..................  Executive Managing Director and Chief            48       1999
                                       Operating Officer of the Company
                                       Calabasas, CA
Oscar P. Robertson...................  President, Orchem Corporation, Orflex, Ltd.      62       2000
                                       and Orpack Stone Corp.
                                       Cincinnati, OH

                          INCUMBENT DIRECTORS -- TERM EXPIRING 2003 (CLASS I)

Jeffrey M. Cunningham................  Chairman of Corvida Holdings                     48       1998
                                       Boston, MA
Ben M. Enis..........................  Marketing Consultant                             59       1984
                                       Professor Emeritus of Marketing
                                       University of Southern California
                                       Los Angeles, CA


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                                                                                               DIRECTOR
                NAME                                    OCCUPATION                      AGE     SINCE
                ----                                    ----------                      ---    --------
                                                                                      
Edwin Heller.........................  Attorney, Of Counsel                             71       1993
                                       Fried, Frank, Harris, Shriver & Jacobson
                                       New York, NY


     Angelo R. Mozilo is co-founder of the Company and has been Chairman of the
Board of the Company since March 1999, Chief Executive Officer of the Company
since February 1998 and President of the Company since March 2000. Prior to his
present position, he was Vice Chairman of the Board and Executive Vice President
of the Company, positions that he held from the Company's formation in March
1969. Mr. Mozilo is also the co-founder of Countrywide Home Loans, Inc., the
Company's principal operating subsidiary ("CHL"), and currently serves as
Chairman of the Board of Directors of CHL. Mr. Mozilo also co-founded IndyMac
Bancorp, Inc. ("IndyMac"), the holding company for IndyMac Bank, a mortgage
banker offering Internet-enhanced banking services that was previously managed
by a former subsidiary of the Company. In February 2000, Mr. Mozilo resigned as
President and Vice Chairman of the Board of Directors of IndyMac and, in March
2000, he resigned from the Board of Directors of IndyMac.

     Henry G. Cisneros is, and since August 2000 has been, the founder, Chairman
and Chief Executive Officer of American City Vista, a joint venture with KB
Homes to build homes in metropolitan areas. From January 1997 to August 2000, he
was President, Chief Operating Officer and a director of Univision
Communications Inc., a Spanish language television network. From 1993 to 1997,
he served as Secretary of Housing and Urban Development under President Clinton.
Mr. Cisneros is currently a member of the Board of Directors of American City
Vista and KB Homes.

     Jeffrey M. Cunningham has been the Chairman of Corvida Holdings, a private
investment holding company, since April 2000. From December 1998 to April 2000,
he was Chief Executive Officer of CMGI Internet Media Group, a leading Internet
operating and development company. From June 1998 to November 1998, he served as
Chief Executive Officer of Knowledge Universe. Mr. Cunningham was a Group
Publisher of Forbes Inc. from 1993 to 1998 and Worldwide Sales Director of
Forbes Inc. from 1989 to 1993. He also serves as a director of Genuity, an
Internet services provider, Ptek Holdings, Inc., a telecommunication services
company, and Equivest Finance, Inc., a leading company in the management and
marketing of vacation properties.

     Robert J. Donato has been Senior Vice President, Branch Manager, of
PaineWebber, Incorporated since October 1997. From January 1997 through
September 1997, he was the President of Freedom Advisors, Inc., an investment
advisor company. For more than five years prior thereto, Mr. Donato held the
position of Executive Vice President, Director of Regional Institutional Sales
for PaineWebber, Incorporated.

     Michael E. Dougherty is co-founder and Chairman of Dougherty Financial
Group LLC, which was formed in 1977. He also controls and operates eight asset
management, securities and commercial lending businesses, including Voyageur
Asset Management LLC (until December 31, 2000), Segall Bryant & Hamill LLC,
Lakeside Investment Partners LLC, The Clifton Group, Inc., and Dougherty Funding
LLC. He is a member of the Board of Directors of the University of Minnesota
Physicians Group, Definity Health and Willette Acquisitions Corp., a CD and
video duplicator.

     Ben M. Enis is Professor Emeritus of Marketing from the University of
Southern California as well as a marketing consultant. He retired in 1998 as
Professor of Marketing at the University of Southern California, a position he
had held since 1982. He also is a director of Protection One, Inc., a company
that provides security alarm monitoring services for residential and small
business subscribers.

     Edwin Heller is an attorney and has been "of counsel" to the law firm of
Fried, Frank, Harris, Shriver & Jacobson since October 1996. Prior thereto, Mr.
Heller was a partner in that law firm for more than 35 years.

     Stanford L. Kurland has been the Chief Operating Officer of the Company
since 1988 and Executive Managing Director since July 2000. From 1989 to July
2000, he was Senior Managing Director. From 1979 to 1989, Mr. Kurland served in
a number of other executive positions at the Company, including Chief Financial
Officer. Mr. Kurland also served as President and Chief Operating Officer of CHL
from March 1995 to

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February 1999 and assumed the role of Chief Executive Officer and President of
CHL in March 1999. He has also been a member of the Board of Directors of CHL
since 1990.

     Oscar P. Robertson is the President and Chief Executive Officer of Orchem
Corporation, a specialty chemical manufacturer founded by him in 1981. He also
is the President and Chief Executive Officer of Orflex, Ltd., a flexible
packaging manufacturer, Orpack Stone Corp., a corrugated box manufacturer, Oscar
Robertson Document Management Services, a document management provider, and
Oscar Robertson & Associates, a general contractor and land developer. Mr.
Robertson serves on the National Advisory Council of the Salvation Army and the
Board of Trustees of the National Lupus Foundation. He also was a member of the
Board of Trustees of the mutual fund trusts offered by Countrywide Investments,
Inc., a former subsidiary of the Company. From 1960 to 1974, Mr. Robertson was a
professional basketball player and was admitted to the Basketball Hall of Fame
in 1979.

     Harley W. Snyder is a consultant and private investor in real estate. From
April 1997 to February 2000, he served as Senior Vice President, Real Estate, of
Whiteco Industries, Inc., a company engaged in outdoor advertising, family
entertainment, hotels and restaurants, land development and construction. Mr.
Snyder has been the President of S-W Corporation, a land development company,
since 1978. He was a director of Bank One, Merrillville, N.A. from 1990 to 1997
and served on the Board of Trustees of Porter Memorial Hospital from 1989 to
2000. Since 1989, he has served on the Board of Trustees of Valparaiso
University. Mr. Snyder was President of the National Association of Realtors in
1983 and has served as a director of that organization since 1972.

     THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR EACH OF THE NOMINEES.

BOARD AND COMMITTEE MEETINGS

     During the fiscal year ended February 28, 2001 ("fiscal 2001"), the Board
held fifteen meetings. The Board maintains Audit, Nominating, Compensation,
Strategic Planning, Technology and Governance Committees, which hold separate
committee meetings. The specific responsibilities of each committee are
summarized below. Each Board member, except Messrs. Dougherty and Cunningham,
attended 75% or more of the meetings held during fiscal 2001 by the Board and
the committees on which he served; Mr. Dougherty attended 72% and Mr. Cunningham
attended 74% of the Board and applicable committee meetings during fiscal 2001.

          1. The Audit Committee consults with and reviews the reports and
     recommendations of the Company's independent certified public accountants
     and reports thereon to the Board, meets with the Company's internal
     auditors to review policy and procedural matters and meets with management
     on financial matters. Messrs. Donato (Chairman), Dougherty and Snyder are
     members of this committee, which met six times during fiscal 2001.

          2. The Nominating Committee considers and recommends to the Board
     proposals to be presented for action by the Company's stockholders and
     considers and reviews issues relating to the Company's proxy and the annual
     meeting of stockholders, including the consideration of nominations to the
     Board of Directors submitted by stockholders. Stockholders wishing to
     nominate directors must comply with Section 12 of the Company's Bylaws,
     which requires certain information to be provided in connection with the
     submission of stockholder nominations and sets forth certain timing
     requirements with respect thereto. Messrs. Enis (Chairman) and Cunningham
     are members of this committee, which met three times during fiscal 2001.

          3. The Compensation Committee reviews, recommends and approves changes
     to the Company's executive compensation program and all compensation
     actions for Angelo R. Mozilo, Stanford L. Kurland and other executive
     officers of the Company. The employment agreements, and any amendments
     thereto, of Messrs. Mozilo and Kurland are considered by the Compensation
     Committee and ultimately recommended by the Committee to the Board. The
     Compensation Committee also administers the Company's stock option plans
     and other benefit plans. Messrs. Snyder (Chairman), Donato and Heller are
     members of this committee, which met seventeen times during fiscal 2001.

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          4. The Strategic Planning Committee examines long range planning
     issues facing the Company and its role in the industries in which it
     operates and the general marketplace, as well as other issues relating to
     the Company's operations. Messrs. Heller (Chairman), Dougherty and
     Robertson are members of this committee, which met six times during fiscal
     2001.

          5. The Technology Committee reviews the Company's progress and role on
     the Internet and monitors the Company's overall information technology
     operations. The Committee was also responsible for monitoring Y2K issues.
     Messrs. Cunningham (Chairman), Enis and Robertson are members of this
     Committee, which met five times during fiscal 2001.

          6. On February 16, 2001, the Board adopted a resolution establishing a
     Governance Committee. The Governance Committee reviews and recommends to
     the Board matters such as organization, structure and operation of the
     Board and its committees, tenure of Board members, including potential term
     limits regarding mandatory retirement ages, and policies and practices
     concerning management succession and development. This committee currently
     consists of Messrs. Dougherty (Chairman), Donato and Heller (Co-Chairman).
     No Governance Committee meetings were held during fiscal 2001.

COMPENSATION OF DIRECTORS

     Directors who are Company employees are not paid any fees for serving on
the Board and its committees.

     Each director who is not an employee of the Company receives an annual fee
of $58,500 (payable monthly in arrears for each month during which he serves as
a director of the Company) for serving on the Board and any of its committees
and is entitled to reimbursement for his expenses incurred in attending meetings
of the Board and its committees. Each such Board member also receives a fee of
$950 for each Board meeting attended. In addition, the chairman of each
committee receives $5,000 per year for serving as chairman and each co-chairman
receives $3,500 per year, although during fiscal 2001, no co-chair fees were
paid. The Company maintains a plan whereby each director who is not an employee
of the Company can elect to defer all or a part of his director's fees until a
predetermined date, and the Company agrees to credit interest on the amount
deferred. Directors who are elected to the Board on or after March 24, 1998 and
elect to participate in the plan have interest credited to their respective
deferred fees under the plan at a rate equal to the Moody's Seasoned Corporate
Bond Index. Directors who were serving as members of the Board prior to March
24, 1998 and elect to participate in the plan may, at their option, have
interest credited to their respective deferred fees at a rate equal to either
(i) the Moody's Seasoned Corporate Bond Index or (ii) the Company's after-tax
return on weighted average equity based on the most recently published earnings
for a four fiscal quarter period (but limited to a minimum of 50% and a maximum
of 150% of the Moody's Seasoned Corporate Bond Index). Messrs. Cunningham,
Donato, Dougherty, Robertson and Snyder deferred fees during fiscal 2001.

     Each director who is not an employee of the Company is entitled to receive
a non-discretionary stock option grant each year. The number of shares subject
to the option is determined pursuant to a formula based on earnings per share
set out in the applicable stock option plan. These options become exercisable
one year after the grant date. On April 3, 2000, each non-employee director
received a stock option grant of 15,000 shares of the Company's Common Stock at
an exercise price of $27.9063 per share, which was the average of the high and
low sales prices of the Company's Common Stock on the New York Stock Exchange on
the date of grant. At a meeting held on January 18, 2001, the Board approved the
issuance to each non-employee director of 1,000 shares of Common Stock of the
Company on March 1, 2001. These shares are subject to restrictions on transfer
that will lapse over a three year period in approximately equal increments.

     Each director who is not an employee of the Company may elect to
participate in the Company's group health plans consisting of medical and dental
benefits (the "Health Plans"). Messrs. Cunningham, Enis and Donato participate
in the Health Plans. The annual cost to the Company for each participating
director, net of premium payments made by the director, is $3,302, $1,852 and
$3,203, respectively.

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   9

DIRECTOR EMERITUS

     The Company maintains the position of Director Emeritus for non-employee
directors of the Company who have retired from the Board. Each such individual
who agrees to provide advisory and consulting services to the Company and its
subsidiaries, as the Board may determine, and to attend meetings as requested by
the Board may serve as Director Emeritus for life. Further, each Director
Emeritus is required to refrain from entering into an employment or consulting
agreement with, or from supplying any information or materials to, any
competitor of the Company or its subsidiaries throughout his or her term. In
consideration for serving as Director Emeritus, each Director Emeritus received
monthly compensation for the life of the individual as more fully described
below. In addition, the stock options granted to the Director Emeritus during
his or her tenure as a director shall continue to vest, as provided under the
Company's stock option programs (the "Stock Option Vesting Benefit").

  -- Discontinuation of Monthly Compensation

     Prior to August 2000, each Director Emeritus received compensation paid on
a monthly basis for the life of the individual in an amount based on the number
of years of service as a director and the amount of director's fees paid to him
during the last month of service as a director prior to his retirement in
accordance with the following schedule:



YEARS OF
SERVICE                       MONTHLY COMPENSATION
- --------                      --------------------
         
 5 years              45% of last month's Director's fees
10 years              70% of last month's Director's fees
15 years              95% of last month's Director's fees


     On August 10, 2000, the Board adopted a resolution discontinuing payment of
this monthly compensation to any person who becomes a Director Emeritus
following the date of the adoption of the resolution. However, the Company
continues to make such payments to two individuals who retired from the Board
prior to this amendment: Victor R. Witt, who retired in August 1993, is paid
$3,048 per month and Jack L. Bruckner, who retired in July 1994, is paid $2,246
per month.

     In connection with the discontinuation of the monthly compensation, each
current non-employee director, except Mr. Robertson, received a cash payment
related to the present value of the lifetime benefits under the plan to which he
would otherwise have been entitled had he become a Director Emeritus, except
that the payment was based solely on the individual's years of service as of
December 31, 2000 without taking into account any benefits that would have
accrued thereafter. The cash payments were as follows:


                                                         
Jeffrey M. Cunningham...................................    $ 27,174
Ben M. Enis.............................................     394,857
Edwin Heller............................................     281,742
Robert J. Donato........................................     235,908
Michael E. Dougherty....................................      60,068
Harley W. Snyder........................................     366,633
Oscar P. Robertson......................................           0


     In connection with its deliberations regarding this issue, the Board
received an opinion from a nationally recognized employee benefits consulting
firm confirming that the termination of the plan and the calculation of the cash
payments made to the current, non-employee directors as set forth above
(including the actuarial and other assumptions) is within the range of
competitive practice and considers the best interests of stockholders.

  -- Modification of Eligibility Requirements

     On May 10, 2001, the Board amended the eligibility requirements of the
Director Emeritus Plan to allow for the participation of any non-employee
director who retires from the Board after three years of service. Prior to this
amendment, participation was afforded to non-employee directors who retired from
the Board after

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having attained the age of 65 (age 63 for directors serving on the Board on or
before February 11, 1987) regardless of the number of years served on the Board.
In addition, the Board clarified that a Director Emeritus would not be required
to provide consulting and advisory services to the Company in excess of 5 hours
per month. Also on such date, the Board amended the Director Emeritus Plan (i)
to allow the shares of restricted stock granted to the Director Emeritus during
his or her tenure as a director to continue to vest (as provided in the
restricted stock agreements); (ii) to permit the Director Emeritus to
participate in the benefits afforded under the Company's medical plans and (iii)
to provide to any Director Emeritus, who, upon request, attends a Board meeting,
a payment in an amount not less than the then-current per meeting fee payable to
non-employee directors of the Company for attending Board meetings plus
reasonable expenses incurred in connection with such attendance. The Board also
continued the Stock Option Vesting Benefit.

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   11

                               EXECUTIVE OFFICERS

     The executive officers of the Company, as of the date of this Proxy
Statement, selected at the annual organizational meeting of the Board of
Directors held on July 12, 2000, or subsequently appointed, to serve at the
pleasure of the Board of Directors, are as follows:



                                                                                              EMPLOYED
                NAME                   AGE                       OFFICE                        SINCE
                ----                   ---                       ------                       --------
                                                                                     
Angelo R. Mozilo.....................  62     Chairman of the Board, Chief Executive            1969
                                              Officer and President
Stanford L. Kurland..................  48     Executive Managing Director and Chief             1979
                                              Operating Officer
Kevin W. Bartlett....................  43     Senior Managing Director and Chief of             1986
                                              Secondary Markets
Thomas H. Boone......................  46     Senior Managing Director and Chief of Global      1984
                                              Processing
Carlos M. Garcia.....................  45     Senior Managing Director and Chief Financial      1984
                                              Officer
David Sambol.........................  41     Senior Managing Director and Chief of             1985
                                              Production
Sandor E. Samuels....................  48     Managing Director, Legal, General Counsel         1990
                                              and Secretary


     Angelo R. Mozilo is co-founder of the Company and has been Chairman of the
Board of the Company since March 1999, Chief Executive Officer of the Company
since February 1998 and President of the Company since March 2000. Prior to his
present position, he was Vice Chairman of the Board and Executive Vice President
of the Company, positions that he held from the Company's formation in March
1969. Mr. Mozilo is also the co-founder of CHL and currently serves as Chairman
of the Board of Directors of CHL. He also co-founded IndyMac. In February 2000,
Mr. Mozilo resigned as President and Vice Chairman of the Board of Directors of
IndyMac and, in March 2000, he resigned from the Board of Directors of IndyMac.

     Stanford L. Kurland joined the Company as a Senior Vice President in 1979.
He became Chief Financial Officer in 1983 and Managing Director in 1988. He was
Senior Managing Director, Chief Financial Officer and Chief Operating Officer
from 1989 until March 1995, when he became Senior Managing Director and Chief
Operating Officer. Mr. Kurland was elected to the Board in September 1999, and
in July 2000, he was appointed Executive Managing Director and Chief Operating
Officer. Mr. Kurland served as President and Chief Operating Officer of CHL from
March 1995 to February 1999 and assumed the role of Chief Executive Officer and
President of CHL in March 1999. He also has been a member of the Board of
Directors of CHL since 1990.

     Kevin W. Bartlett joined the Company in 1986. He became a Managing Director
in May 1991. His title was changed to Managing Director, Secondary Marketing in
1994. In July 2000, he was elected Senior Managing Director and Chief of
Secondary Markets. He currently holds the same title at CHL.

     Thomas H. Boone joined the Company as a Vice President in 1984 and became a
Managing Director in 1988. His title was changed to Managing Director, Chief
Loan Administration Officer in 1996 and to Managing Director, Portfolio Services
in September 1997. In June 1999, Mr. Boone became Managing Director, Global
Mortgage Services, and in July 2000, he was elected Senior Managing Director and
Chief of Global Processing. He currently holds the same title at CHL.

     Carlos M. Garcia joined the Company as Vice President, Finance and Chief
Accounting Officer in 1984. He became Senior Vice President in 1986 and Managing
Director, Chief Accounting Officer in 1990. He became Managing Director,
Finance, Chief Financial Officer and Chief Accounting Officer of the Company in
March 1995. In July 2000, he was elected Senior Managing Director and Chief
Financial Officer of the Company. In March 1999, Mr. Garcia also assumed the
role of Chief Operating Officer of CHL in addition to his position of Managing
Director, Finance of CHL. Mr. Garcia became a Director of CHL in March 2000.

                                        8
   12

     David Sambol joined the Company in 1985 and became Managing Director,
Capital Markets in July 1994. In July 2000, he was elected Senior Managing
Director and Chief of Production of the Company and currently holds the same
title at CHL. In March 2000, Mr. Sambol became a member of the Board of
Directors of CHL. From October 1993 through May 2000 he served as President and
continues to serve as Chief Executive Officer of Countrywide Capital Markets,
Inc., a subsidiary of the Company that oversees the registered broker-dealer and
the servicing rights brokerage operation.

     Sandor E. Samuels joined the Company in 1990 as Senior Vice President,
General Counsel and Secretary. He was appointed Managing Director, Legal,
General Counsel and Secretary in May 1991. He holds the same title at CHL.

                                        9
   13

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                             PRINCIPAL STOCKHOLDERS

     The following table shows, with respect to each person or entity known to
the Company to be the beneficial owner of more than 5% of the Company's Common
Stock as of December 31, 2000, (i) the number of shares of Common Stock so owned
and (ii) the percentage of all shares outstanding represented by such ownership
(based upon the number of shares outstanding as of December 31, 2000).



                                                              NUMBER OF     PERCENT
          NAME AND ADDRESS OF BENEFICIAL OWNER(1)               SHARES      OF CLASS
          ---------------------------------------             ----------    --------
                                                                      
Oppenheimer Capital.........................................  10,321,371      8.87%
  1345 Avenue of the Americas
  New York, New York 10105


- ---------------
(1) Based upon a Schedule 13G filed with the Securities and Exchange Commission
    (the "SEC") for the period ended December 31, 2000.

                        SECURITY OWNERSHIP OF MANAGEMENT

     The following information sets forth the number of shares of the Company's
Common Stock beneficially owned as of April 2, 2001 by each of the Company's
directors, including the nominees for election as directors, the Company's Chief
Executive Officer and President, and the four other most highly compensated
executive officers (the "named executive officers"), and all directors and
executive officers as a group.



                                               NUMBER OF                                   PERCENT
     NAME OR NUMBER OF PERSONS IN GROUP       SHARES OWNED    OPTIONS(1)      TOTAL      OF CLASS(2)
     ----------------------------------       ------------    ----------    ---------    -----------
                                                                             
Angelo R. Mozilo............................    335,290(3)    2,476,401     2,811,691       2.37%
Jeffrey M. Cunningham.......................      3,000          32,569        35,569
Robert J. Donato............................     42,609          41,876        84,485
Michael E. Dougherty........................     13,000          23,117        36,117
Ben M. Enis.................................     47,346          96,720       144,066
Edwin Heller................................      6,125          32,569        38,694
Stanford L. Kurland.........................    132,504(4)      791,866       924,370
Oscar P. Robertson..........................      1,000          15,000        16,000
Harley W. Snyder............................     15,285          41,877        57,162
Thomas H. Boone.............................     23,691         267,921       291,612
Carlos M. Garcia............................    192,315         290,755       483,070
David Sambol................................      2,676          59,998        62,674
All directors and executive officers as a
  group (14 persons)........................    834,481       4,505,573     5,340,054       4.51%


- ---------------
(1) Represents shares subject to stock options that are exercisable on April 2,
    2001 or become exercisable within 60 days of April 2, 2001.

(2) Percentage information is omitted for individuals who own less than one
    percent of the outstanding shares of Common Stock and shares deemed
    outstanding due to exercisable options.

(3) Includes 723 shares owned by Phyllis Mozilo, wife of Mr. Mozilo, as to which
    Mr. Mozilo disclaims beneficial ownership.

(4) Includes 1,000 shares owned by Mr. Kurland's family foundation, as to which
    Mr. Kurland disclaims beneficial ownership.

                                        10
   14

                             EXECUTIVE COMPENSATION

     The following table sets forth the compensation paid by the Company and its
subsidiaries to the named executive officers of the Company for all services in
all capacities during the years indicated.

                           SUMMARY COMPENSATION TABLE



                                                                                      LONG-TERM
                               FISCAL                                                COMPENSATION
                                YEAR                ANNUAL COMPENSATION                 AWARDS
                               ENDED     -----------------------------------------   ------------
                              FEBRUARY                              OTHER ANNUAL     STOCK OPTION      ALL OTHER
NAME AND PRINCIPAL POSITION    28/29     SALARY(1)     BONUS(2)    COMPENSATION(3)    SHARES(4)     COMPENSATION(5)
- ---------------------------   --------   ----------   ----------   ---------------   ------------   ---------------
                                                                                  
Angelo R. Mozilo............    2001     $1,650,000   $3,756,377      $100,000         500,000         $470,227
  Chairman of the               2000      1,400,000    4,210,970        39,413               0          469,618
  Board, President and          1999      1,400,000    3,935,821         2,611               0          705,193
  Chief Executive Officer
Stanford L. Kurland.........    2001        840,000    1,150,000             0         150,000          103,653
  Executive Managing            2000        781,396    1,090,800        31,287         225,000          100,514
  Director and Chief            1999        744,187    1,195,740         1,921         135,000           90,769
  Operating Officer
David Sambol................    2001        512,500    1,150,000             0         141,250           32,508
  Senior Managing Director      2000        391,000      808,603         8,768          45,000           33,266
  and Chief of Production       1999        360,500      724,700           521          30,000           26,913
Carlos M. Garcia............    2001        430,562      550,000             0          62,500           42,581
  Senior Managing Director      2000        406,000      326,461         5,600          56,250           42,820
  and Chief Financial           1999        375,250      324,221           473          35,000           38,273
  Officer
Thomas H. Boone.............    2001        420,187      500,005             0          62,500           40,210
  Senior Managing Director      2000        398,500      331,190         2,866          56,250           53,874
  and Chief of Global           1999        375,250      269,649           380          30,000           43,512
  Processing


- ---------------
(1) Amounts shown for the indicated fiscal year include amounts deferred at the
    election of the named executive officer pursuant to the Company's 401(k)
    plan and the officer's deferred compensation plan.

(2) Amounts shown represent the dollar value of the bonus earned by the named
    executive officer during the indicated fiscal year whether or not paid in
    such fiscal year. Mr. Mozilo's bonus amount was awarded pursuant to his
    employment agreement. Mr. Kurland's bonus amount was awarded pursuant to the
    Company's Annual Incentive Plan that was approved by the Company's
    stockholders at the 1996 annual meeting (the "Annual Incentive Plan"). An
    additional amount was recommended by the Compensation Committee and approved
    by the Board in recognition of Mr. Kurland's further contributions to the
    Company not contemplated when the Annual Incentive Plan was approved by
    stockholders. The bonus amounts received by Messrs. Garcia, Sambol and Boone
    were awarded pursuant to a formula approved by the Compensation Committee.

(3) Amounts shown represent the portion of interest accrued on the account of
    the named executive officer with respect to deferred compensation that
    exceeds 120% of the applicable federal rate. Amount shown for Mr. Mozilo for
    fiscal 2001 represents the final installment of his relocation allowance.

(4) Amounts shown represent the number of option shares granted during the
    applicable fiscal year. The stock options granted to Mr. Mozilo in fiscal
    2001 were also reported in the Company's Proxy Statement dated June 1, 2000.

(5) Amounts shown for fiscal 2001 consist of the following: (i) Mr. Mozilo:
    Company contribution to 401(k) Plan -- $4,800; Company contribution to
    deferred compensation account -- $195,000; Company paid life insurance
    premiums -- $258,642; Company paid tax and investment advice -- $11,785;
    (ii) Mr. Kurland: Company contribution to 401(k) Plan -- $4,800; Company
    contribution to deferred compensation account -- $58,605; Company paid life
    insurance premiums -- $21,690; Company paid tax and investment
    advice -- $18,558; (iii) Mr. Sambol: Company contribution to 401(k)
    Plan -- $4,800; Company contribution to deferred compensation
    account -- $10,000; Company paid life insurance premiums -- $10,623; Company
    paid tax and investment advice -- $7,085; (iv) Mr. Garcia: Company

                                        11
   15

    contribution to 401(k) Plan -- $4,800; Company contribution to deferred
    compensation account -- $20,750; Company paid life insurance
    premiums -- $10,018; Company paid tax and investment advice -- $7,013; and
    (v) Mr. Boone: Company contribution to 401(k) Plan -- $4,800; Company
    contribution to deferred compensation account -- $24,940; Company paid life
    insurance premiums -- $10,470.

     The following table sets forth information on the stock options granted to
the named executive officers in fiscal 2001.

                    STOCK OPTION GRANTS IN FISCAL YEAR 2001



                                  INDIVIDUAL GRANTS
- -------------------------------------------------------------------------------------
                          NUMBER OF
                          SECURITIES      % OF TOTAL
                          UNDERLYING    OPTIONS GRANTED      EXERCISE
                           OPTIONS      TO EMPLOYEES IN       PRICE        EXPIRATION       GRANT DATE
          NAME            GRANTED(1)      FISCAL YEAR      ($/SHARE(2))       DATE       PRESENT VALUE(3)
          ----            ----------    ---------------    ------------    ----------    ----------------
                                                                          
Angelo R. Mozilo........   500,000(4)       15.9686          $23.3438       6/1/2005        $5,344,850
Stanford L. Kurland.....   150,000           4.7905           23.3438       6/1/2005         1,603,455
David Sambol............    41,250           1.3174           23.3438       6/1/2005           440,950
                           100,000           3.1937           32.0313      6/28/2005         1,068,970
Carlos M. Garcia........    37,500           1.1976           23.3438       6/1/2005           400,864
                            25,000            .7984           32.0313      6/28/2005           267,243
Thomas H. Boone.........    37,500           1.1976           23.3438       6/1/2005           400,864
                            25,000            .7984           32.0313      6/28/2005           267,243


- ---------------
(1) All options become exercisable at the rate of approximately 33.3% on each of
    the first, second and third anniversaries of the grant date, except in the
    event of a "Change of Control" as defined in the relevant stock option plan.
    Upon a Change of Control, all options become immediately exercisable.

(2) The exercise price is not less than the market value of the Common Stock on
    the date of grant.

(3) The present value of the options as of their grant dates was calculated
    using the Black-Scholes single option model. The assumptions used in the
    model are: expected volatility of 37.8463%; risk-free rate of return
    (approximately equal to the five-year Treasury rate at the grant date) of
    6.418%; dividend yield of 1.5730%; and time to exercise of five years. No
    discounting was done to account for non-transferability or vesting. The
    actual value, if any, a named executive officer may realize will depend on
    the excess of the stock price over the exercise price on the date the option
    is exercised.

(4) The stock options granted to Mr. Mozilo were also reported in the Company's
    Proxy Statement dated June 1, 2000.

     The following table sets forth information on stock option exercises by
named executive officers during fiscal 2001 and outstanding options and their
value at February 28, 2001. Value is calculated as the excess of the fair market
value of the Common Stock over the exercise price of the options at the exercise
date or fiscal year end, as applicable.

               OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES



                                                         NUMBER OF SECURITIES
                                                        UNDERLYING UNEXERCISED         VALUE OF UNEXERCISED
                            NUMBER OF                         OPTIONS AT              IN-THE-MONEY OPTIONS AT
                             SHARES                        FEBRUARY 28, 2001             FEBRUARY 28, 2001
                            ACQUIRED       VALUE      ---------------------------   ---------------------------
          NAME             ON EXERCISE    REALIZED    EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
          ----             -----------   ----------   -----------   -------------   -----------   -------------
                                                                                
Angelo R. Mozilo.........    14,779      $  416,823    2,309,750       500,000      $54,305,463    $10,503,100
Stanford L. Kurland......    52,421       1,707,982      595,623       430,000       11,244,521      5,418,780
David Sambol.............    74,074       1,632,303       15,000       200,000                0      2,604,547
Carlos M. Garcia.........    15,498         512,070      240,757       133,750        5,317,068      1,712,207
Thomas H. Boone..........    17,916         655,752      220,424       130,000        4,826,596      1,690,597


                                        12
   16

PENSION PLAN

     The following table illustrates annual pension benefits under the Company's
Defined Benefit Pension Plan (the "Pension Plan") for participants retiring in
2001 at age 65 payable in the form of a life annuity under various levels of
base compensation and years of credited service. The pension benefits in the
table are not subject to deduction for Social Security or other offset amounts.

                               PENSION PLAN TABLE



                                                           YEARS OF SERVICE
                                       --------------------------------------------------------
          REMUNERATION(1)                10        15        20        25        30        35
          ---------------              ------    ------    ------    ------    ------    ------
                                                                       
$300,000 - $1,400,000..............    23,100    37,970    52,010    66,290    81,610    96,930


- ---------------
(1) Under the Internal Revenue Code of 1986, as amended (the "Tax Code"),
    commencing January 1, 2000, annual compensation in excess of $170,000 is not
    taken into account when calculating benefits under the Pension Plan.
    Accordingly, because all named executive officers receive a base salary in
    excess of $170,000, benefits payable to the named executive officers under
    the Pension Plan only vary based on years of credited service.

     The compensation used for Pension Plan purposes is the amount shown in the
Salary column of the SUMMARY COMPENSATION TABLE, subject to the $170,000
limitation under the Tax Code. Benefits are 100% vested after five years of
service. Certain provisions in the Pension Plan become effective upon a Change
in Control (as defined in the Pension Plan). These provisions prevent the
Pension Plan from being amended in a way that would negatively impact
participants and allow a participant to become fully vested if terminated for
reasons other than Cause (as defined in the Pension Plan) within two years
following a Change in Control. The years of credited service under the Pension
Plan for the named executive officers are: Angelo R. Mozilo, 32; Stanford L.
Kurland, 21; David Sambol, 15; Carlos M. Garcia, 16; and Thomas H. Boone, 16.

     The Company has adopted a Supplemental Executive Retirement Plan (the
"SERP"), effective in the fiscal year ended February 28, 1995, designed to
provide certain executives with retirement income equal to 70% of their average
annual salary determined by averaging the five highest salaried years out of the
ten years preceding retirement. In January 1999, the Compensation Committee
approved an amendment to reduce the maximum benefit amount to 33.3% for new
participants. Benefits under the SERP are paid for fifteen years and are reduced
by benefits the participant receives from (i) payments under the Pension Plan;
(ii) the Company's contributions to the participant's deferred compensation
account; and (iii) pensions of a defined benefit nature from other employers. As
of February 28, 2001, the estimated annual benefit under the SERP for Messrs.
Mozilo, Kurland, Sambol, Garcia and Boone (assuming retirement at age 65) will
be $400,686, $324,051, $627,937, $200,155 and $106,087, respectively.

     The SERP provides for a lump sum payment to a participant, including a
named executive officer, in the event of a participant's death or a change in
control. The lump sum payment is to be made within 60 days after the change in
control or receipt by the Compensation Committee of notice of the participant's
death, as the case may be. In such case, the amount paid under the SERP is to be
determined as if employment had terminated on the date of death or the date of
the change in control, as applicable, and payments had commenced on the
participant's 65th birthday.

     As part of Mr. Mozilo's new employment agreement with the Company effective
as of March 1, 2001, the Company agreed to provide Mr. Mozilo an enhanced
retirement benefit under the SERP (the "Agreement SERP"), see "EXECUTIVE
COMPENSATION -- Employment Agreements" and "COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION." The Agreement SERP is generally governed by the terms
of the SERP, with the following exceptions. In all cases other than following
termination of Mr. Mozilo's employment by the Company for cause, the Agreement
SERP is designed to provide Mr. Mozilo with annual retirement income equal to
60% of the average of his three highest fiscal years of combined annual base
salary and annual bonus during the ten fiscal years preceding his termination of
employment with the Company but not to exceed $3,000,000 per year, less the
offsets described above in the

                                        13
   17
discussion of the SERP. In the event that Mr. Mozilo's employment is terminated
for cause, he will not be entitled to the Agreement SERP and his benefit will be
governed by the terms of the SERP. The estimated lifetime annual benefit under
the Agreement SERP for Mr. Mozilo (assuming retirement at age 67, base salary at
the levels provided under his new employment agreement and continuation of
bonuses at the current level) will be $2,200,000.

EMPLOYMENT AGREEMENTS

     The Company has entered into employment agreements with Messrs. Mozilo,
Kurland, Boone, Garcia, and Sambol that provide for certain compensation, death,
disability and termination benefits.

     On September 11, 2000, the Company amended and restated its employment
agreement with Angelo R. Mozilo, Chairman of the Board, Chief Executive Officer
and President of the Company (the "Fourth Restated Agreement"). Effective as of
March 1, 2001, the Company entered into a new employment agreement with Mr.
Mozilo (the "New Mozilo Agreement").

     The Fourth Restated Agreement provided for Mr. Mozilo's employment with the
Company for the period commencing March 1, 2000 and continuing indefinitely
until terminated by Mr. Mozilo or the Company in accordance with the terms of
the agreement, including by Mr. Mozilo's resignation for any reason. Pursuant to
the Fourth Restated Agreement, Mr. Mozilo was to receive a base salary of
$1,750,000 in the fiscal year ending February 28, 2002. In each fiscal year
thereafter, Mr. Mozilo's base salary was to be increased by an amount not less
than $200,000, as determined by the Compensation Committee. The Fourth Restated
Agreement provided for additional incentive compensation in each year during the
term thereof in the form of an annual cash bonus pursuant to a formula that
multiplied the prior year's bonus by the ratio of the current year's earnings
per share over those of the previous year. Mr. Mozilo was also entitled to
receive stock options in respect of not fewer than 350,000 shares of the
Company's Common Stock for the fiscal year ended February 28, 2001, and, for
each fiscal year thereafter, the Compensation Committee was to grant to Mr.
Mozilo stock options in respect of not fewer than 350,000 shares of the
Company's Common Stock.

     The New Mozilo Agreement provides for a fixed employment term commencing as
of March 1, 2001 and ending on February 28, 2006, unless earlier terminated in
accordance with the terms of the agreement. Upon expiration of such term, or Mr.
Mozilo's earlier termination by the Company without cause or by Mr. Mozilo for
Good Reason (as such term is defined in the New Mozilo Agreement), the New
Mozilo Agreement provides that Mr. Mozilo will enter into a five year consulting
agreement with the Company that, during its term, shall provide to Mr. Mozilo
payment of an annual consulting fee equal to $400,000, office space, secretarial
support, use of a private jet for Company business purposes for up to 100 hours
per year, the continuation of financial planning services and payment of Mr.
Mozilo's country club dues. Mr. Mozilo has agreed to serve as a director of the
Company during the term of the consulting agreement and prior to a change in
control. Following a change in control or failure by the Company to honor its
obligations thereunder, Mr. Mozilo may terminate the consulting agreement. If
Mr. Mozilo terminates the consulting agreement by reason of the Company's
failure to honor its obligations thereunder, in addition to the acceleration of
his options described below, Mr. Mozilo shall immediately become entitled to the
full amount of the consulting fees and the fair market value of the benefits
(other than the use of the plane) that otherwise would have been provided during
the five year consulting term. Pursuant to the New Mozilo Agreement, the terms
of Mr. Mozilo's base salary, his annual cash bonus and the stock option grant in
respect of not fewer than 350,000 shares of the Company's Common Stock for the
fiscal year ended February 28, 2001 remain unchanged from those provided for in
the Fourth Restated Agreement. In addition, the New Mozilo Agreement provides
for a stock option grant to Mr. Mozilo in respect of 650,000 shares of the
Company's Common Stock in consideration for Mr. Mozilo entering into the New
Mozilo Agreement. Further, for each fiscal year during the term of the New
Mozilo Agreement following the fiscal year ended February 28, 2001, Mr. Mozilo
will continue to be entitled to an option to purchase not fewer than 350,000
shares as determined by the Compensation Committee. The New Mozilo Agreement
provides that all options granted to Mr. Mozilo pursuant to its terms shall vest
in full in the event of a change in control (whether during the term of his
employment or consulting agreement) or termination of Mr. Mozilo's employment by
reason of death or disability or by Mr. Mozilo for Good Reason or by the Company
without cause. Similarly, Mr. Mozilo's


                                        14

   18

consulting agreement provides that all options granted pursuant to the New
Mozilo Agreement shall vest by reason of his death or disability during its term
or upon termination of the consulting agreement by Mr. Mozilo by reason of the
Company's failure to honor its obligations thereunder. The New Mozilo Agreement
further provides that, following the events triggering accelerated vesting
thereunder or Mr. Mozilo's retirement at the end of the term, he will be
entitled to exercise such options to the extent vested for the remainder of
their ten year term. In addition, the New Mozilo Agreement provides Mr. Mozilo
and his wife with lifetime medical insurance following termination of his
employment other than by the Company for cause. The New Mozilo Agreement also
provides Mr. Mozilo a supplemental retirement benefit in lieu of his prior
benefit under the Company's SERP. For a more complete description of Mr.
Mozilo's supplemental retirement benefit, see "EXECUTIVE COMPENSATION -- Pension
Plan."

     Effective March 1, 1999, the Company entered into an employment agreement
with Stanford L. Kurland, whose title at that time was Senior Managing Director
and Chief Operating Officer of the Company and President and Chief Executive
Officer of CHL. As of September 11, 2000, the Company restated the employment
agreement (the "Kurland Agreement") to reflect Mr. Kurland's promotion to
Executive Managing Director and Chief Operating Officer of the Company and to
provide for Mr. Kurland's services through February 28, 2003, as well as certain
stock option rights and the continuation of other benefits in the event of a
change in control. Pursuant to his employment agreement, Mr. Kurland received a
base salary of $840,000 for fiscal year 2001; in fiscal years 2002 and 2003, Mr.
Kurland's salary shall be increased by an amount of not less than 5% nor more
than 10%, as may be approved by the Board, based on the recommendation of Mr.
Mozilo. The Kurland Agreement provides for additional incentive compensation in
respect of each fiscal year ending during the term thereof in the form of an
annual cash bonus as determined in accordance with the Annual Incentive Plan,
which was approved by the stockholders at the 1996 annual meeting and is subject
to re-approval by the Company's stockholders at the Meeting. See "EXECUTIVE
COMPENSATION -- Annual Incentive Plan," and "PROPOSAL TWO -- RE-APPROVAL OF THE
ANNUAL INCENTIVE PLAN." The agreement also provides for additional incentive
compensation in the form of grants of stock options under any stock option plans
that may exist or come into effect. In respect of each fiscal year ending during
the term of the Kurland Agreement, Mr. Kurland will be granted options in
respect of not fewer than 100,000 shares and not greater than 250,000 shares of
the Company's Common Stock, as determined by the Compensation Committee.

     The New Mozilo Agreement and the Kurland Agreement each provides (and Mr.
Mozilo's Fourth Restated Agreement similarly provided) that following a change
in control, in the event of termination of the officer's employment by the
Company without cause or by the officer for Good Reason (including a termination
for any reason within two years after a change in control in the case of Mr.
Mozilo), the officer shall receive a cash severance payment in lieu of any
further salary and incentive compensation for periods subsequent to such
termination equal to three times the sum of (i) the officer's annual base salary
as of the date of such termination and (ii) the greater of (x) the average of
the officer's aggregate bonus and/or incentive award for each of the two fiscal
years preceding the fiscal year of such termination and (y) the bonus and/or
incentive award paid to the officer for the fiscal year immediately preceding
the date of the change in control. The Company is also required to afford the
officer and each of his dependents and beneficiaries, for a period of up to
three years, certain other benefits provided to the officer and such other
persons prior to the officer's termination. The Kurland Agreement further
provides that all stock options held by Mr. Kurland on the termination date (as
defined in the Kurland Agreement) shall become immediately exercisable.

     The Company entered into employment agreements with Senior Managing
Directors Thomas H. Boone, Carlos M. Garcia and David Sambol, effective as of
July 1, 2000 (the "Senior Managing Director Agreements"), each of which provides
for the services of the individual through February 28, 2003. Each of these
employment agreements also provides for certain compensation, death, disability
and termination benefits. The annual base salary of each officer for fiscal 2001
is as follows: Mr. Boone: $425,250; Mr. Garcia: $436,000; and Mr. Sambol:
$550,000. In respect of fiscal years ending in 2002 and 2003, each of the annual
base salaries shall be increased by no less than 5% and no more than 10% each
year. In addition, the agreements provide for incentive compensation, in respect
of each fiscal year ending during the term thereof, in the form of an annual
cash bonus as determined in accordance with a bonus plan approved by the

                                        15
   19

Compensation Committee. The agreements also provide for additional incentive
compensation in the form of stock options under any stock option plans that may
exist or come into effect. In respect of each fiscal year ending during the term
of the agreements, Messrs. Boone and Garcia will be granted options for no fewer
than 20,000 and no greater than 80,000 shares of the Company's Common Stock, as
determined by the Compensation Committee. Mr. Sambol will be granted options for
no fewer than 50,000 and no greater than 125,000 shares of the Company's Common
Stock, as determined by the Compensation Committee.

     Each of the Senior Managing Director Agreements provides for a severance
payment in the event the officer is terminated following a change in control (as
defined in each of the agreements) in the amount equal to three times the sum of
(i) the officer's annual base salary and (ii) the total amount of incentive
compensation in respect of the fiscal year immediately preceding the termination
date (as defined in each of the agreements). In addition, all stock options held
by the officer on the termination date shall become immediately exercisable and
the Company shall continue to provide certain benefits for three years following
the termination date.

     The New Mozilo Agreement, the Kurland Agreement and the Senior Managing
Director Agreements each provides (and Mr. Mozilo's Fourth Restated Agreement
similarly provided) that, in the event of disability, the officer shall receive
annual compensation in an amount equal to (i) 50% of the officer's then current
salary, minus (ii) the amount of any cash payments to the officer under the
terms of the Company's disability insurance or other disability benefit plans or
the Company's Pension Plan and any compensation the officer may receive pursuant
to any other employment. These payments are to be made until the earlier of the
officer's death or five years from the date of the disability. The Company is
also required to afford the officer and each of his dependents and beneficiaries
during the disability period certain other benefits provided to the officer and
such other persons immediately prior to the officer's disability. Under each of
these agreements, in the event of the officer's death during the term of his
employment, the Company is required to pay to his beneficiary an amount equal to
his salary for 12 months following the date of death and to provide to such
beneficiary certain other benefits provided to the officer and his dependents
and beneficiaries immediately prior to the officer's death.

     The New Mozilo Agreement, the Kurland Agreement and the Senior Managing
Director Agreements each provides (and Mr. Mozilo's Fourth Restated Agreement
similarly provided) the officer with a gross-up payment intended to make the
officer whole, on an after-tax basis, for any payments made thereunder that
become subject to excise taxes. The Kurland Agreement and the Senior Managing
Director Agreements each also provides for certain benefits in the event of
termination without cause or if the officer terminates his employment under
specified conditions.

ANNUAL INCENTIVE PLAN

     The Company has in place an Annual Incentive Plan that was approved by the
Company's stockholders at the 1996 annual meeting. The purposes of the Annual
Incentive Plan are to promote the profitability of the Company, provide officers
an opportunity to receive incentive compensation depending upon that
profitability and to attract, retain and motivate such individuals. All officers
of the Company currently are eligible for awards under the Annual Incentive
Plan. During fiscal 2001, Mr. Kurland was the only participating executive
officer under the Annual Incentive Plan.

            COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     The Compensation Committee is composed entirely of "non-employee directors"
within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as
amended, and "outside directors" within the meaning of section 162(m) of the Tax
Code. The Compensation Committee is responsible for reviewing and recommending
changes to the Company's executive compensation programs. It is also responsible
for approving any employment agreements between the Company and any Senior
Managing Director and making recommendations to the Board regarding the
employment agreements, between the Company and Mr. Mozilo and Mr. Kurland, and
any amendments thereto. The Compensation Committee also administers the
Company's equity plans and other executive benefit plans. In addition to the
determinations made by the


                                        16
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Compensation Committee during the fiscal year ended February 28, 2001, the
Compensation Committee conducted a thorough review, over the course of a number
of meetings, of the employment agreement and compensation arrangements of the
Company's Chairman, Chief Executive Officer and President, Mr. Mozilo. As more
fully described below, in recognition of the importance of retaining the
services of Mr. Mozilo until he reaches the age of 67 and thereafter for five
years as a consultant, the Board determined to enter into a new employment
agreement with Mr. Mozilo to provide for a fixed term of employment, an
additional stock option award, enhanced supplemental retirement benefits,
post-employment medical insurance coverage and a post-employment consulting
arrangement.

COMPENSATION PHILOSOPHY AND OBJECTIVES

     The Committee believes that the success of the Company is dependent upon
the ability to attract, retain and motivate key individuals. The Committee is
responsible to the Board for ensuring that executive management perform in a
manner that furthers the Company's business strategy and aligns it with the
interests of stockholders. The Committee's philosophy is to compensate
executives competitively for total performance in a way that ensures these goals
are attained. The compensation program consists of three main components: (i)
base salary; (ii) cash incentive compensation and (iii) stock options. Base
salary is governed by individual performance, market parity and promotions. Cash
incentive compensation is a potential cash award based on the Company's overall
performance and the employee's individual performance. Stock options are
intended to provide a significant incentive to contribute to the growth of the
Company from the perspective of an owner with an equity stake in the business.

REVIEW OF EMPLOYMENT AGREEMENT FOR CHAIRMAN, CHIEF EXECUTIVE OFFICER AND
PRESIDENT

     The Compensation Committee was assisted in its review of the arrangements
with Mr. Mozilo by a nationally recognized compensation consulting firm, which
advised the Committee that the compensation arrangements proposed for Mr. Mozilo
were reasonable. The Compensation Committee analyzed salary and incentive
compensation paid to top executives across a wide range of organizations,
including financial, industrial and service companies, as well as key mortgage
banking related organizations. The review extended over a number of in-person
and telephonic meetings. The Compensation Committee believes that Mr. Mozilo, as
a co-founder and Chairman, Chief Executive Officer and President of the Company
has played and continues to play a major and unique role in the development and
continued success of the Company. The results of this review were incorporated
in the New Mozilo Agreement. For a description of the terms of the New Mozilo
Agreement, see "EXECUTIVE COMPENSATION -- Employment Agreements" and "EXECUTIVE
COMPENSATION -- Pension Plan."

EMPLOYMENT TERM AND CONSULTING AGREEMENT OF CHAIRMAN, CHIEF EXECUTIVE OFFICER
AND PRESIDENT AFTER FISCAL 2001

     The Fourth Restated Agreement provided for Mr. Mozilo's employment with the
Company for the period commencing March 1, 2000 and continuing indefinitely
until terminated by Mr. Mozilo or the Company in accordance with the terms of
the agreement, including by Mr. Mozilo's resignation for any reason. In light of
Mr. Mozilo's importance to the success and well-being of the Company, the
Compensation Committee considered it to be in the best interest of the Company
to enter into a fixed term employment contract with Mr. Mozilo and to secure his
continued services through a post-retirement consulting agreement. The New
Mozilo Agreement provides for a fixed employment term commencing as of March 1,
2001 and ending on February 28, 2006, unless earlier terminated in accordance
with the terms of the agreement. Under the New Mozilo Agreement, Mr. Mozilo may
not resign (other than for Good Reason) during the term of the agreement. Upon
expiration of such term, or Mr. Mozilo's earlier termination by the Company
without cause or by Mr. Mozilo for Good Reason, the New Mozilo Agreement
provides that Mr. Mozilo will enter into a five year consulting agreement with
the Company. In order to secure Mr. Mozilo's commitment to a fixed employment
term and the five year post-employment consulting agreement, the Company agreed
to certain additional compensation as described more fully below. The New Mozilo
Agreement provides for an additional option grant, an enhanced supplemental
retirement benefit and retiree medical insurance coverage.

                                        17
   21
By securing the services of Mr. Mozilo for up to ten years and by further
aligning Mr. Mozilo's interest with that of the stockholders through the
additional option grant, the Compensation Committee determined that entering
into the New Mozilo Agreement was in the best interest of the Company.

ENHANCED STOCK OPTIONS FOR CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT

     The New Mozilo Agreement provides for a stock option grant to Mr. Mozilo in
respect of 650,000 shares of the Company's Common Stock in consideration for Mr.
Mozilo entering into the New Mozilo Agreement. Further, pursuant to the New
Mozilo Agreement, Mr. Mozilo will be granted options in respect of not fewer
than 350,000 shares of the Company's Common Stock for the fiscal year ended
February 28, 2001 and for each fiscal year thereafter during the term of the
agreement, as determined by the Compensation Committee. The New Mozilo Agreement
provides that all options granted to Mr. Mozilo pursuant to its terms shall vest
in full in the event of a change in control (whether during the term of his
employment or consulting agreement) or termination of Mr. Mozilo's employment by
reason of death or disability or by Mr. Mozilo for Good Reason or by the Company
without cause. Similarly, Mr. Mozilo's consulting agreement provides that all
options granted pursuant to the New Mozilo Agreement shall vest by reason of his
death or disability during its term or upon termination of the consulting
agreement by Mr. Mozilo by reason of the Company's failure to honor its
obligations thereunder. The New Mozilo Agreement further provides that,
following the events triggering accelerated vesting thereunder or Mr. Mozilo's
retirement at the end of the term, he will be entitled to exercise such options
to the extent vested for the remainder of their ten year term.

RETIREE MEDICAL INSURANCE COVERAGE AND SUPPLEMENTAL RETIREMENT BENEFIT FOR
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT

     The New Mozilo Agreement provides Mr. Mozilo and his wife medical insurance
for life that, in conjunction with Medicare, will provide each of them with
coverage that is substantially similar in the aggregate to their current
coverage. The New Mozilo Agreement also provides Mr. Mozilo an enhanced
supplemental retirement benefit in lieu of his prior benefit under the Company's
SERP that vests ratably over the term of the New Mozilo Agreement (with
accelerated vesting in the event of termination of Mr. Mozilo's employment by
reason of death or disability or by Mr. Mozilo for Good Reason or by the Company
without cause). For a more complete description of Mr. Mozilo's supplemental
retirement benefit see "EXECUTIVE COMPENSATION -- Pension Plan."

COMPENSATION OF THE CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT AND THE
EXECUTIVE MANAGING DIRECTOR AND CHIEF OPERATING OFFICER

     Compensation for fiscal 2001 for Mr. Mozilo and Mr. Kurland was determined
under their respective employment agreements, which provide for a base salary,
cash incentive compensation and stock options. See "EXECUTIVE
COMPENSATION -- Employment Agreements."

     In respect of fiscal 2001, Mr. Mozilo and Mr. Kurland were granted options
to purchase 350,000 and 200,000 shares of Common Stock, respectively, which
options are exercisable at the rate of approximately 25% on each of the first,
second, third and fourth anniversaries of the grant date and expire on the tenth
anniversary of the grant date. Under the New Mozilo Agreement and the Kurland
Agreement, the Compensation Committee has the sole discretion to award such
stock options to Mr. Mozilo and Mr. Kurland.

     Mr. Mozilo received a cash bonus in respect of fiscal 2001 that was
calculated by multiplying the prior year's bonus by a performance ratio obtained
by dividing earnings per share for fiscal 2001 by earning per share for fiscal
2000. As a result, the cash bonus paid to Mr. Mozilo with respect to fiscal 2001
was less than the cash bonus he received with respect to fiscal 2000.

     Mr. Kurland received a cash bonus in respect of fiscal 2001 that was
calculated in accordance with the Annual Incentive Plan, which provides that Mr.
Kurland will be awarded from 0% to 250% of a specified target bonus, subject to
the satisfaction of certain earnings per share and return on equity goals.
Earnings per share decreased in fiscal 2001 compared to fiscal 2000, thereby
resulting in a decrease in the annual incentive paid to Mr. Kurland under the
Annual Incentive Plan in respect of fiscal 2001. In addition, the Board awarded


                                        18


   22

Mr. Kurland an additional bonus in the amount of $451,000 in recognition of Mr.
Kurland's further contributions to the Company not contemplated when the Annual
Incentive Plan was approved by stockholders. Such contributions include the
establishment of a financial services holding company and the successful
implementation of the Company's banking strategy; the growth in the Company's
global operations and new initiatives in the Company's insurance operations.

COMPENSATION OF OTHER EXECUTIVES FOR FISCAL 2001

     Base salaries set forth in employment agreements and incentive compensation
awarded to other named executive officers in respect of fiscal 2001 were based
on the recommendations of senior management and independent consultants
consistent with the Committee's philosophy and objectives. Consideration was
given to the performance of the named executive officer in his or her particular
area of responsibility and his or her contribution to the Company's management
team. An assessment of the future contributions the executive should be able to
make to the Company is also considered. The incentive cash bonuses paid to other
executive officers were approved by the Compensation Committee and were based on
a plan that was approved by the Committee.

STOCK OPTIONS GRANTED IN FISCAL 2001

     The Compensation Committee oversees the determination of the overall number
of employee stock options to be granted each year and how those options are to
be distributed among the employees.

     During fiscal 2001, the Compensation Committee recognized that a
significant portion of options granted to employees had lost their value and
placed at risk the effectiveness of those options as retention incentives. Given
those circumstances, the Compensation Committee granted options in advance of
June 2000, the time when options ordinarily would have been granted.
Accordingly, options were granted to eligible employees (including executive
officers) on April 3, 2000. These options equaled 1.2% of the outstanding Common
Stock of the Company at February 28, 2001. Stock options were also granted to
select employees at other times during fiscal 2001. The total number of these
stock options equaled approximately 1.02% of the outstanding Common Stock of the
Company at February 28, 2001.

DEDUCTIBILITY OF COMPENSATION

     Section 162(m) of the Tax Code limits the corporate deduction for
compensation paid to named executive officers to $1 million unless such
compensation qualifies as "performance-based compensation." It is the policy of
the Committee to develop compensation plans that provide for the payment of
compensation that is tax deductible to the Company, while recognizing that the
legitimate interests of the Company and its stockholders may at times be better
served by compensation arrangements that are not deductible.

     The incentive compensation arrangements for fiscal 2001 for Messrs. Mozilo
and Kurland qualify as "performance-based compensation" and have previously been
approved by the stockholders (see PROPOSAL TWO for discussion relating to
re-approval of the Annual Incentive Plan). The Committee recognizes that the
base salary of Mr. Mozilo will not be deductible to the extent non-deductible
compensation exceeds $1 million but considers this additional amount not to be
significant to the Company. The Company's stock option plans, as previously
approved by stockholders, meet the requirements for deductibility.

                                          The Compensation Committee

                                          Harley W. Snyder, Chairman
                                          Robert J. Donato
                                          Edwin Heller

                                        19
   23

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The Compensation Committee consists of Messrs. Snyder (Chairman), Donato
and Heller. During fiscal 2001, no member of the Compensation Committee was an
officer or employee of the Company or any of its subsidiaries, nor was any
member of the Compensation Committee formerly an officer of the Company or any
of its subsidiaries. Also, during that fiscal year, no executive officer of the
Company served (i) as a member of the compensation committee or board of
directors of another entity, one of whose executive officers served on the
Compensation Committee or (ii) as a member of the compensation committee of
another entity, one of whose executive officers served on the Board.

                             AUDIT COMMITTEE REPORT

     The following Audit Committee Report does not constitute soliciting
material and should not be deemed filed or incorporated by reference into any
other Company filing under the Securities Act of 1933 or the Securities Exchange
Act of 1934, as amended, except to the extent the Company specifically
incorporates such report by reference therein.

     The Audit Committee currently consists of three members of the Board, each
of whom is independent of the Company and its management, as defined by the New
York Stock Exchange listing standards. The Audit Committee operates under a
written charter adopted by the Company's Board. A copy of the charter, as
amended on May 10, 2001, is attached as Appendix A.

     The charter specifies the scope of the Audit Committee's responsibilities
and how it is to carry out those responsibilities. The Audit Committee has
reviewed and discussed the Company's fiscal 2001 audited financial statements
with management and with Grant Thornton LLP ("Grant Thornton"), the Company's
independent public accountants. The Audit Committee also has discussed with
Grant Thornton the matters required to be discussed by Statement on Auditing
Standards No. 61 (Communication with Audit Committees), as amended by Statement
on Auditing Standards No. 90 (Audit Committee Communications). In addition, the
Audit Committee has received from Grant Thornton the written disclosures and
letter required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees) and has discussed with Grant Thornton its
independence from the Company. The Audit Committee also has considered whether
the provision by Grant Thornton of non-audit services to the Company is
compatible with the independence of Grant Thornton.

     Based on the review and discussions referred to above, the Audit Committee
recommended to the Board that the fiscal 2001 audited financial statements be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 2001 to be filed with the Securities and Exchange Commission.

                                          The Audit Committee

                                          Robert J. Donato, Chairman
                                          Michael E. Dougherty
                                          Harley W. Snyder

AUDIT FEES

     The aggregate fees billed to the Company by Grant Thornton for professional
services rendered for the audit of the Company's annual financial statements for
fiscal 2001 and the reviews of the financial statements included in the
Company's quarterly reports on form 10-Q for fiscal 2001 were $637,868.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

     There were no fees billed by Grant Thornton for professional services
rendered for information technology services relating to financial information
systems design and implementation for fiscal 2001.

                                        20
   24

ALL OTHER FEES

     The aggregate fees billed by Grant Thornton for services rendered to the
Company during fiscal 2001, excluding fees for those services described above
under "Audit Fees" and "Financial Information Systems Design and Implementation
Fees," were $647,355.

                                        21
   25
                               PERFORMANCE GRAPH

     The comparison of total return on investment (change in year end stock
price plus reinvested dividends) for each of the periods assumes that $100 was
invested on February 29, 1996 in each of the Company, the S&P 500 Index and the
S&P Financial Index. The results and comparisons shown in the graph below are
based upon historical data and are not indicative of, nor intended to forecast
future performance of, the Company's Common Stock.

                  COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
          AMONG COUNTRYWIDE CREDIT INDUSTRIES, INC., THE S&P 500 INDEX
                          AND THE S&P FINANCIAL INDEX


============================================================================
                             2/96    2/97    2/98    2/99    2/00    2/01
============================================================================
COUNTRYWIDE CREDIT
  INDUSTRIES, INC.            100     140     216     186     124     222
S&P 500 INDEX                 100     126     170     204     228     209
S&P FINANCIAL INDEX           100     142     199     215     187     254
============================================================================





                                        22
   26

                              CERTAIN TRANSACTIONS

     During fiscal 2001, Mr. Garcia had seven loans outstanding under a plan
maintained by the Company, which plan was ratified and approved by the
stockholders, to facilitate the exercise of stock options (the "Financing
Plan"). His highest aggregate indebtedness to the Company during fiscal 2001 was
$256,638, which amount was outstanding as of February 28, 2001. The seven loans
bear interest rates of 3.25%, 3.75%, 3.25%, 3.25%, 5.54%, 5.54% and 5.67%,
respectively.

     Mr. Boone had three loans outstanding under the Financing Plan during
fiscal 2001. His highest aggregate indebtedness to the Company during fiscal
2001 was $131,939, which amount was outstanding as of January 31, 2001. The
three loans bore interest rates of 5.69%, 5.89%, and 6.30%, respectively. Mr.
Boone repaid the outstanding balance of the loans in February 2001.

     During fiscal 2001, Mr. Samuels had four loans outstanding under the
Financing Plan. His highest aggregate indebtedness to the Company during fiscal
2001 was $232,715, which amount was outstanding as of February 28, 2001. The
four loans bear interest rates of 5.11%, 5.62%, 3.25% and 6.41%, respectively.

     Mr. Heller is of counsel to the law firm of Fried, Frank, Harris, Shriver &
Jacobson. This firm performed services for the Company in fiscal 2001, and the
Company has retained the services of this firm in the fiscal year ending
February 28, 2002.

                                  PROPOSAL TWO

                    RE-APPROVAL OF THE ANNUAL INCENTIVE PLAN

     At the Meeting, stockholders will be asked to re-approve the Countrywide
Credit Industries, Inc. Annual Incentive Plan, which was originally approved by
stockholders in 1996. Re-approval of the Annual Incentive Plan is required every
five years to preserve, to the extent possible, the Company's tax deductions for
compensation paid under the Annual Incentive Plan in accordance with Section
162(m) of the Tax Code and related regulations. The terms of the Annual
Incentive Plan are the same as the Annual Incentive Plan approved in 1996,
except the maximum amount payable to a participant under the plan for any fiscal
year has been increased to $4 million.

     The purposes of the Annual Incentive Plan are to promote the profitability
of the Company, to provide officers with an opportunity to receive incentive
compensation based upon that profitability and to attract, retain and motivate
such individuals. The Annual Incentive Plan has also been designed to preserve
the tax deductibility of payments made pursuant to the plan. Under the Tax Code,
publicly traded corporations cannot deduct, for federal income tax purposes,
compensation paid to named executive officers to the extent that payments to any
such employee for any year exceed $1 million, unless the payments qualify for an
exception to the deductibility limit. One such exception is compensation paid
under a performance-based compensation plan that has been approved by
stockholders. The Company intends to administer the Annual Incentive Plan so
that, if approved by stockholders, awards thereunder will qualify as
performance-based compensation under Section 162(m) of the Tax Code.

     The Annual Incentive Plan is administered by the Compensation Committee,
which has sole authority to make rules and regulations for the administration of
the plan and to interpret the provisions of the plan. The Compensation Committee
also has authority to terminate or amend the Annual Incentive Plan provided that
no such action will adversely affect the rights of participants. All decisions
of the Compensation Committee with respect to the Annual Incentive Plan are
final and binding.

     All officers of the Company are currently eligible for awards under the
Annual Incentive Plan. However, Messrs. Kurland and Sambol will be the only
participating executive officers for the fiscal year ending February 28, 2002.

     The actual award payable to a participant for any fiscal year is determined
by the Compensation Committee based on (i) the participant's target award; (ii)
the extent to which the performance goals have been achieved and (iii) the
weightings established with respect to the applicable performance criteria.

                                        23
   27

A participant's performance goals may be established with respect to one or more
of the following performance criteria: Net Income; Return on Equity; Return on
Assets; Earnings per Share; EBIT (i.e., net income before interest and taxes);
and Total Stockholder Return (each as defined in the Annual Incentive Plan). The
performance goals for a participant may be stated in either absolute terms or as
compared to one or more companies or indices.

     Within 90 days of the commencement of each fiscal year, the Compensation
Committee will (i) select participants for the respective fiscal year from among
the officers of the Company and (ii) establish for each participant target
awards, performance goals and weightings with respect to one or more performance
criteria. A participant's target award, performance goal and weightings may not
be modified after the first 90 days of the fiscal year with respect to which
they apply. However, the Annual Incentive Plan provides the Compensation
Committee with discretion to provide prorated awards to any individual who, due
to hiring, promotion or demotion after the commencement of a fiscal year, the
Compensation Committee determines should be eligible to participate or should
cease to be eligible to participate in the Annual Incentive Plan for such fiscal
year. Further, the Compensation Committee has the discretion to reduce the
amount otherwise payable to a participant pursuant to the plan.

     All awards granted pursuant to the Annual Incentive Plan are to be paid in
cash as soon as practicable after the end of the fiscal year, unless deferred to
the extent permitted by the Compensation Committee. In May 2001, the Board
amended the Annual Incentive Plan to limit the amount paid to a participant
under the Annual Incentive Plan for any fiscal year to no more than $4 million.
Prior thereto, the amount paid to a participant for any fiscal year was not to
exceed $2 million.

     In general, the Annual Incentive Plan requires a participant to be employed
by the Company on the last day of a fiscal year to receive an award in respect
of that year. However, the Annual Incentive Plan provides that if a
participant's employment with the Company terminates due to death or disability,
the participant or his or her beneficiary will be paid a prorated award for the
fiscal year in which the termination occurs. If a participant's employment with
the Company is terminated for Cause (as defined in the Annual Incentive Plan)
following the end of a fiscal year, the participant forfeits all rights under
the Annual Incentive Plan, including the right to an award in respect of such
fiscal year.

     Awards under the Annual Incentive Plan may not be assigned or transferred
by a participant other than by will or by laws of descent and distribution; and
during his or her lifetime, awards will be payable solely to such participant.
The Annual Incentive Plan is unfunded and does not create any right in
participants to continued employment with the Company.

     The amount of annual incentive compensation to be paid in the future to the
Company's current or future officers under the Annual Incentive Plan cannot be
determined at this time since actual amounts will depend on who participates in
the Annual Incentive Plan, on actual performance measured against the attainment
of pre-established performance goals and on the Compensation Committee's
discretion to reduce such amounts. During fiscal 2001, Mr. Kurland was the only
participating executive officer under the Annual Incentive Plan and was awarded
$699,000 pursuant to the plan.

     If the Annual Incentive Plan is not re-approved at the Meeting, it would be
necessary to adopt some other form of annual incentive compensation plan or
arrangement in order for the Company to continue to attract and retain talented
executives. Any annual incentive compensation paid under such other plan or
arrangement would not qualify for the exclusion from the $1 million compensation
limit for qualified performance-based compensation under Section 162(m) of the
Tax Code. Accordingly, the compensation paid pursuant to another plan or
arrangement may not be fully tax deductible.

                                        24
   28

     Adoption of this proposal requires the affirmative vote of a majority of
the shares of Common Stock represented, in person or by proxy, and entitled to
vote on the matter at this Meeting.

     THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THIS PROPOSAL.

                                 PROPOSAL THREE

                            APPROVAL OF AMENDMENT TO
                         THE 2000 STOCK OPTION PLAN OF
                      COUNTRYWIDE CREDIT INDUSTRIES, INC.

     At the Meeting, stockholders will be asked to approve an amendment to the
2000 Stock Option Plan of Countrywide Credit Industries, Inc. (the "Plan"). The
Plan was adopted by the Board of Directors on May 10, 2000, and approved by the
Company's stockholders on July 12, 2000.

PROPOSED AMENDMENT

     On May 10, 2001, the Board approved, subject to approval by stockholders at
the Meeting, an amendment to the Plan that increases by 5,000,000 the number of
shares of Common Stock that may from time to time be made the subject of Options
(as defined in the Plan) thereunder. If the amendment to the Plan is approved,
the maximum number of shares of Common Stock ("Shares") that can be issued under
the Plan will be increased from 5,500,000 to 10,500,000. The number of Shares
subject to the Plan and to outstanding Options under the Plan will be
appropriately adjusted upon a Fundamental Change (as defined in the Plan). The
aggregate number of Shares subject to Options granted under the Plan during any
calendar year to any one Eligible Person shall not exceed 3,000,000.

     One of the Company's principal methods to attract and retain key employees
is the grant of stock options. The Company believes that it is in the best
interest of the Company to increase the maximum number of shares that may be
made subject to Options under the Plan in order to (i) continue to attract and
retain key employees and (ii) provide additional incentive and reward
opportunities to current employees to encourage them to enhance the
profitability of the Company. As of May 31, 2001, there were 650,000 Options to
purchase Shares outstanding under the Plan, zero Shares had been exercised under
the Plan, and 4,850,000 Shares were available for the grant of new Options under
the Plan. The Company anticipates that stock options in respect of approximately
4,100,000 Shares will be issued on or about June 1, 2001.

     The principal provisions of the Plan, as proposed to be amended, are
summarized below.

DESCRIPTION OF THE 2000 EMPLOYEE STOCK OPTION PLAN, AS AMENDED

  -- General

     The Plan is applicable to U.S. employees and non-employee directors and has
been adapted to allow for the award of Options to employees in the United
Kingdom. The Plan may be further adapted to allow Options to be awarded to other
non-U.S. employees and directors (together with Options granted to employees in
the United Kingdom, "Foreign Option Grants" below).

     The Plan authorizes the grant and issuance of Options, including Options
intended to qualify as incentive stock options ("ISO") under Section 422 of the
Tax Code. Options granted under the Plan may, but need not, qualify for an
exemption from the "short swing liability" provisions of Section 16(b) of the
Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 and/or
qualify as "performance-based compensation" that is exempt from the $1 million
limitation on the deductibility of compensation under Section 162(m) of the Tax
Code.

     The preceding definitions and provisions apply to Options granted under the
Plan to U.S. employees and non-employee directors. With respect to Foreign
Option Grants, such grants will be made in a manner consistent with the intent
of the Plan and the particular laws or applicable customs or rules of the
relevant jurisdiction outside of the United States (see "Foreign Option Grants"
below).

                                        25
   29

  -- Shares Available

     The Plan will be in effect until July 11, 2010 and no option may be granted
under the Plan after that date. Assuming approval of this Proposal Three, a
maximum of 10,500,000 shares of Common Stock may be issued under the Plan,
subject to adjustment in the event of a Fundamental Change.

  -- Eligibility

     Any employee of the Company or a subsidiary designated by the Compensation
Committee of the Board of Directors of the Company (the "Committee") as eligible
to receive Options subject to the conditions set forth in the Plan is eligible
to receive a grant of an Option under the Plan (an "Eligible Person"). A
"Ten-Percent Stockholder" is an Eligible Person, who, at the time an ISO is
granted to him or her, owns (within the meaning of Section 422(b)(6) of the Tax
Code) stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company, or of a parent or a subsidiary. For purposes of
the formula grant provisions under the Plan, an "Eligible Person" also includes
a director of the Company who is not an employee (a "Non-employee Director"). An
"Optionee" is any current or former Eligible Person to whom an Option has been
granted and a "Participant" is any Optionee and any person (including any
estate) to whom an Option has been assigned or transferred pursuant to the Plan.

  -- Administration

     Subject to the express provisions of the Plan, the Committee has broad
authority to administer and interpret the Plan, including, without limitation,
authority to determine who is eligible to participate in the Plan and to which
of such persons, and when, Options are granted under the Plan, to determine the
number of shares of Common Stock subject to Options, to establish and verify the
extent of satisfaction of any performance goals applicable to Options, to
prescribe and amend the terms of documents evidencing Options made under the
Plan and to make all other determinations deemed necessary or advisable for the
administration of the Plan.

     With respect to Foreign Option Grants, the Committee has the broad
authority to prescribe and amend the terms of documents evidencing such grants
without the prior approval of the Board; provided that action taken pursuant to
this authority is consistent with the intent of the Plan and is for the limited
purpose of complying with the particular laws or applicable customs or rules of
the relevant jurisdiction outside of the United States.

  -- Terms and Conditions of Options

     Subject to the express provisions of the Plan, the Committee has discretion
to determine the vesting schedule of Options, the events causing an Option to
expire, the number of shares subject to any Option, the restrictions on
transferability of an Option, and such further terms and conditions, in each
case not inconsistent with the Plan, as may be determined from time to time by
the Committee. Options granted under the Plan may be either ISOs or Options not
intended to qualify as ISOs ("NQSOs").

     The exercise price for Options may not be less than 100% of the Fair Market
Value (as defined in the Plan) of the Company's Common Stock on the date the
Option is granted, except (1) the exercise price of an Option may be higher or
lower in the case of Options granted to employees of a company acquired by the
Company in assumption and substitution of options held by such employees at the
time such company is acquired and (2) in the event an employee is required to
pay or forego the receipt of any cash amount in consideration of receipt of an
Option, the exercise price plus such cash amount shall equal or exceed 100% of
the Fair Market Value of the Company's Common Stock on the date the Option is
granted. On May 15, 2001, the Fair Market Value of a share of Common Stock was
$40.835. Without the approval of stockholders, the Company shall not reprice any
Options.

     The exercise price of an Option may be paid through various means specified
by the Committee including by (1) personal, certified or cashier's check, (2)
shares of capital stock of the Company that have been held by the Participant
for such period of time as the Committee may specify, (3) other property deemed

                                        26
   30
acceptable by the Committee or (4) any combination of (1) through (3). Any
Shares transferred to the Company as payment of the purchase price under an
Option shall be valued at their Fair Market Value on the day preceding the date
of exercise of such Option.

     The Term of each Option granted under the Plan, including any ISOs, shall
be for a period of years from the date of grant set forth in the Option
Document, but in no event shall the Term of an Option extend beyond ten years
from the date of grant (five years in the case of an ISO granted to a
Ten-Percent Stockholder).

     Upon termination of an Optionee's employment with the Company for any
reason other than death, Disability, Cause or Retirement (all as defined in the
Plan), the Optionee may, within three months after his or her termination,
exercise those Options that were exercisable as of the date of termination.

  -- Non-employee Director Options

     Annually, Non-employee Directors shall automatically be granted an NQSO to
purchase Shares under the Plan. The number of Shares and the purchase price
shall be as provided below. The Term of this NQSO granted under the Plan shall
be ten years from the date of its grant. Subject to provisions of the Plan,
these NQSOs shall be fully exercisable in whole or in part at any time after one
year from the date of grant; provided, however, that all such NQSOs shall be
immediately exercisable in whole or part in the case of such Non-employee
Director's death. A Non-employee Director may make an election under the Plan
not to receive an NQSO.

     Under the Plan, each Non-employee Director Option granted shall be in
respect of a number of Shares equal to 15,000 multiplied by a fraction, the
numerator of which is the earnings per Share on a fully diluted basis of the
Company for the fiscal year ended immediately before the date of grant of the
NQSO (as reported in the audited Financial Statements included in the Company's
Annual Report on Form 10-K filed with the SEC, but in no event less than zero)
(the "EPS Numerator Amount") and the denominator of which is the earnings per
Share on a fully diluted basis of the Company for the fiscal year immediately
preceding the fiscal year in respect of which the EPS Numerator Amount is
determined; provided, however, that each NQSO granted shall be in respect of a
number of Shares not less than 15,000. The number 15,000 referred to in the
previous sentence shall be equitably adjusted in the event of a change in
capital structure of the Company.

  -- Change of Control

     In connection with a Corporate Change (as defined in the Plan), (1) Options
will become immediately and fully exercisable, and (2) an Optionee shall be
permitted to surrender for cancellation within sixty (60) days after such
Corporate Change, any Option or portion of an Option to the extent not yet
exercised and the Optionee will be entitled to receive a cash payment in an
amount equal to the excess, if any of (x) (A) in the case of an NQSO, the
greater of (i) the Fair Market Value, on the date preceding the date of
surrender of the Shares subject to the Option or portion thereof surrendered or
(ii) the Adjusted Fair Market Value (as defined in the Plan) of the Shares
subject to the Option or portion thereof surrendered or (B) in the case of an
ISO, the Fair Market Value, on the date preceding the date of surrender, of the
Shares subject to the Option or portion thereof surrendered, over (y) the
aggregate purchase price for such Shares under the Option or portion thereof
surrendered; provided however, that in the case of an Option granted within six
months prior to the Corporate Change to any Optionee who may be subject to
liability under Section 16(b) of the Securities Exchange Act of 1934, as
amended, such Optionee shall be entitled to surrender for cancellation his or
her Option during the 60 day period commencing upon the expiration of six months
from the date of grant of any such Option.

  -- Amendments and Termination

     The Board may amend, alter or discontinue the Plan or any document
evidencing an Option made under the Plan, but no such amendment shall, without
the approval of the stockholders of the Company: (1) increase the maximum number
of Shares of Common Stock for which Options may be granted under the Plan; (2)
reduce the price at which Options may be granted below the price provided for in
the Plan; (3) reduce the exercise price of outstanding Options; or (4) extend
the term of the Plan. Notwithstanding the


                                        27


   31

foregoing, no amendment shall be made, without the consent of the Optionee, that
would impair any option previously granted under the Plan or would deprive any
Optionee of any shares that he or she may have acquired through or as a result
of the Plan. No Options shall be granted pursuant to the Plan more than ten
years after the effective date of the Plan.

  -- Foreign Option Grants

     On May 9, 2001, the Company amended the Plan to enable it to provide stock
options to employees in the United Kingdom ("UK"). The amendment provides for
the grant of "Approved" and "Unapproved" Options. Approved Options are approved
pursuant to UK tax law and may vest no sooner than three years from the date of
grant. The number of Approved Options that an employee may hold at any one time
is restricted to 30,000 pounds sterling. Unapproved Options have no restrictions
with respect to vesting nor the value of the Options held at any one time. Both
Approved and Unapproved Options expire ten years from the date of grant.

  -- U.S. Federal Income Tax Consequences

     The following discussion of the U.S. federal income tax consequences of
grants to U.S. employees and Non-employee Directors under the Plan is intended
to be a summary of applicable U.S. federal law as currently in effect. State and
local tax consequences may differ, and tax laws may be amended or interpreted
differently during the term of the Plan or of Options thereunder. Further, the
tax consequences under laws or applicable customs or rules of foreign
jurisdictions will also differ.

     Because the U.S. federal income tax rules governing Options and related
payments are complex and subject to frequent change, and they depend on the
Participant's individual circumstances, Participants are advised to consult
their tax advisors prior to exercise of Options or other Options or dispositions
of stock acquired pursuant to Options.

     ISOs and NQSOs are treated differently for federal income tax purposes.
ISOs are intended to comply with the requirements of Section 422 of the Tax
Code. NQSOs need not comply with such requirements.

     An Optionee is not taxed on the grant or, except as described below,
exercise of an ISO. The difference between the exercise price and the Fair
Market Value of the Shares on the exercise date will, however, be a positive
adjustment for purposes of the alternative minimum tax, and thus an Optionee
could be subject to the alternative minimum tax as a result of the exercise of
an ISO. If an Optionee holds the Shares acquired upon exercise of an ISO for at
least two years following the Grant Date and at least one year following
exercise, the Optionee's gain, if any, upon a subsequent disposition of such
Shares is long-term capital gain. If an Optionee disposes of Shares acquired
pursuant to exercise of an ISO before satisfying the one and two year holding
periods described above, the Optionee may recognize both ordinary income and
capital gain in the year of disposition. The amount of the ordinary income will
be (1) the amount realized on disposition less the Optionee's adjusted basis in
the Shares (usually the exercise price) or (2) the difference between the Fair
Market Value of the Shares on the exercise date and the exercise price. The
balance of the consideration received on such a disposition will be long-term
capital gain if the stock had been held for at least one year following exercise
of the ISO. The Company is not entitled to an income tax deduction on the grant
or exercise of an ISO or on the Optionee's disposition of the Shares after
satisfying the holding period requirements described above. If the holding
periods are not satisfied, the Company will be entitled to a deduction in the
year the Optionee disposes of the Shares in an amount equal to the ordinary
income recognized by the Optionee.

     An Optionee is not taxed on the grant of an NQSO. On exercise, however, the
Optionee recognizes ordinary income equal to the difference between the Option
price and the Fair Market Value of the Shares acquired on the date of exercise.
The Company is entitled to an income tax deduction in the year of exercise in
the amount recognized by the Optionee as ordinary income. Any gain on subsequent
disposition of the shares is long-term capital gain if the Shares are held for
at least one year following exercise. The Company does not receive a deduction
for this gain.

                                        28
   32

     Special rules will apply in cases where a recipient of an Option pays the
exercise or purchase price of the Option or applicable withholding tax
obligations under the Plan by delivering previously owned Shares or by reducing
the number of Shares otherwise issuable pursuant to the Option. The surrender or
withholding of such Shares will in certain circumstances result in the
recognition of income with respect to such Shares or a carryover basis in the
Shares acquired and may constitute a disposition for purposes of applying the
ISO holding periods discussed above. The Company generally will be entitled to
withhold any required taxes in connection with the exercise or payment of an
Option and may require the Participant to pay such taxes as a condition to
exercise of an Option.

     The terms of the documents pursuant to which Options are made under the
Plan provide for accelerated vesting or payment of an Option in connection with
a change in ownership or control of the Company. In that event and depending
upon the individual circumstances of the Optionee, certain amounts with respect
to such Option may constitute "excess parachute payments" under the "golden
parachute" provisions of the Tax Code. Pursuant to these provisions, an Optionee
will be subject to a 20% excise tax on any "excess parachute payments," and the
Company will be denied any deduction with respect to such payments.

     As described above, Options granted under the Plan may qualify as
"performance-based compensation" under Section 162(m) of the Tax Code in order
to preserve federal income tax deductions by the Company with respect to any
compensation required to be taken into account under Section 162 of the Tax Code
that is in excess of $1,000,000 and paid to a Covered Employee (as defined in
Section 162 of the Tax Code). Compensation for any year that is attributable to
an Option granted to a Covered Employee and that does not so qualify may not be
deductible by the Company to the extent such compensation, when combined with
other compensation paid to such employee for the year, exceeds $1,000,000.

  -- Initial Grants

     The Committee has full discretion to determine the timing and recipients of
any Options grants under the Plan and the number of Shares subject to any such
Options that may be granted under the Plan, subject to an annual limitation on
the total number of Options that may be granted to any Optionee. Therefore, the
benefits and amounts that will be received by each of the named executive
officers, the executive officers as a group, the Non-employee Directors and all
other employees determined eligible under the Plan are not presently
determinable.

     Adoption of this proposal requires the affirmative vote of a majority of
the shares of Common Stock represented, in person or by proxy, and entitled to
vote on the matter at this Meeting.

     THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THIS PROPOSAL.

                                 PROPOSAL FOUR

               RATIFYING THE SELECTION OF INDEPENDENT ACCOUNTANTS

     The Board has selected the accounting firm of Grant Thornton to audit the
Company's financial statements for, and otherwise act as the Company's
independent certified public accountants with respect to, the fiscal year ending
February 28, 2002. Grant Thornton has continuously acted as independent
certified public accountants for the Company in respect of its fiscal years
commencing with the fiscal year ended February 28, 1974. In accordance with the
Board's resolution, its selection of Grant Thornton for the current fiscal year
is being presented to stockholders for ratification at the Meeting. The
affirmative vote of a majority of the shares of Common Stock represented, in
person or by proxy, and entitled to vote at the Meeting will constitute such
ratification. The Company has been advised that neither Grant Thornton nor any
of its partners has any direct financial interest or any material indirect
financial interest in the Company or any of its subsidiaries, nor has had any
connection during the past three years with the Company or any of its
subsidiaries in the capacity of promoter, underwriter, voting trustee, director,
officer or employee.

                                        29
   33

     A representative of Grant Thornton will be present at the Meeting. He will
have an opportunity to make a statement, if he wishes to do so, and will be
available to respond to appropriate questions.

     Adoption of this proposal requires the affirmative vote of a majority of
the shares of Common Stock represented, in person or by proxy, and entitled to
vote on the matter at this Meeting.

     THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THIS PROPOSAL.

            SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16 of the Securities Exchange Act of 1934, as amended, requires the
Company's directors and executive officers to report their ownership of and
transactions in the Company's Common Stock to the SEC and the New York Stock
Exchange. Copies of these reports are also required to be supplied to the
Company. Specific dates for filing these reports have been established by the
SEC, and the Company is required to report in this Proxy Statement any failure
of its directors and executive officers to file by the relevant due date any of
these reports during fiscal 2001. Based solely on its review of the copies of
the reports received by it, the Company believes that all such filing
requirements were satisfied except that Mr. Donato and Mr. Mozilo each filed one
late report relating to one transaction. The failure to timely file such report
was solely due to an inadvertent error of the Company and not the reporting
person.

                          ANNUAL REPORT AND FORM 10-K

     The Annual Report to Stockholders, containing the consolidated financial
statements of the Company for the fiscal year ended February 28, 2001,
accompanies this Proxy Statement.

     STOCKHOLDERS MAY OBTAIN WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED FEBRUARY 28, 2001, FILED WITH THE
SEC, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, WITHOUT THE
ACCOMPANYING EXHIBITS, BY WRITING TO INVESTOR RELATIONS, COUNTRYWIDE CREDIT
INDUSTRIES, INC., 4500 PARK GRANADA, MSN CH-19, CALABASAS, CALIFORNIA
91302-1613, (818) 225-3550. A LIST OF EXHIBITS IS INCLUDED IN THE FORM 10-K AND
EXHIBITS ARE AVAILABLE FROM THE COMPANY UPON THE PAYMENT TO THE COMPANY OF THE
COSTS OF FURNISHING THEM.

                             STOCKHOLDER PROPOSALS

     Any proposal that a stockholder wishes to be considered for inclusion in
the Proxy and Proxy Statement relating to the 2002 Annual Meeting of
Stockholders must be received by the Company no later than February 1, 2002. Any
other proposal that a stockholder wishes to bring before the 2002 Annual Meeting
of Stockholders without inclusion of such proposal in the Company's proxy
materials must also be received by the Company no later than February 1, 2002.
All proposals must comply with the applicable requirements or conditions
established by the SEC and Article II, Section 13 of the Company's Bylaws, which
requires among other things, certain information to be provided in connection
with the submission of stockholder proposals. All proposals must be directed to
the Secretary of the Company at 4500 Park Granada, MSN CH-11A, Calabasas,
California 91302. The persons designated as proxies by the Company in connection
with the 2002 Annual Meeting of Stockholders will have discretionary voting
authority with respect to any stockholder proposal for which the Company does
not receive timely notice.

                                        30
   34

                                 OTHER MATTERS

     The Board knows of no matters other than those listed in the attached
Notice of Annual Meeting that are likely to be brought before the Meeting.
However, if any other matter properly comes before the Meeting, the persons
named on the enclosed proxy card will vote the proxy in accordance with their
best judgment on such matter.

                                          By Order of the Board of Directors

                                          /s/ Sandor E. Samuels

                                          Sandor E. Samuels
                                          Secretary

June 1, 2001

                                        31
   35

                                                                      APPENDIX A

                            AUDIT COMMITTEE CHARTER

PURPOSE:

     The primary function of the Audit Committee is to assist the Board of
Directors in overseeing (a) the financial and other information reporting
processes of the Company; (b) the Company's system of internal controls; and (c)
the Company's audit, compliance, accounting and financial reporting processes
generally.

     In carrying out this function, the Audit Committee shall seek to serve as
an independent and objective monitor of the performance of the Company's
financial reporting process and system of internal controls. It shall also
review and appraise the audit efforts of the Company's independent certified
public accountants ("independent accountants") and internal audit department;
and seek to facilitate open, ongoing communication among the independent
accountants, financial and senior management, internal audit department and the
Board of Directors concerning the Company's financial position and affairs.

ORGANIZATION:

     The Audit Committee shall consist of at least three "independent" Directors
(as such term is defined in New York Stock Exchange Rule 303.01), including a
Chairperson and a Co-Chairperson, all of whom the Board of Directors shall have
determined to be financially literate in the exercise of its business judgment.
Further, at least one member of the Committee shall have accounting or related
financial management expertise as determined by the Board of Directors in the
exercise of its business judgment. Each member of the Audit Committee shall
serve as such until such member resigns or ceases to be a Director of the
Company or such member's successor shall be appointed by the Board of Directors.

MEETINGS:

     The Audit Committee shall meet at least quarterly, or more frequently as
circumstances may in its judgment warrant.

     The Audit Committee shall have direct access to members of the Company's
senior management, including the Chief Executive Officer, the Chief Operating
Officer, the Chief Financial Officer, the General Counsel, the Chief Compliance
Officer, and the Director of Internal Audit.

     The Audit Committee shall meet quarterly with the Director of Internal
Audit regarding the Company's systems of internal controls and the results of
internal audits, and with senior management and the independent accountants
regarding the results of audits by the independent accountants, the nature of
the Company's financial reporting, and the selection and application of
accounting principles. The Audit Committee shall meet at least annually, and
more often as it may deem to be warranted, with the Director of Internal Audit
and the independent accountants in separate executive sessions to discuss any
matters that the Audit Committee or such individuals believe should be discussed
privately.

RESPONSIBILITIES AND DUTIES:

     The Audit Committee has an oversight function with respect to financial and
accounting matters and internal controls. The Audit Committee understands that
the Company's financial management team (including the internal audit staff), as
well as the independent accountants, are responsible for preparing the Company's
financial statements and establishing, maintaining and monitoring control
systems, and recognizes that these professionals have more knowledge and
detailed information about such matters than do the members of the Audit
Committee. Consequently, in carrying out its functions, the Audit Committee is
not providing any expert or special assurance as to the Company's financial
statements or any professional certification as to the independent accountants'
work. Further, the Audit Committee shall not have any duty to plan or conduct
audits, determine whether the Company's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles, to
conduct investigations, to resolve

                                       A-1
   36

disagreements, if any, between management and the independent accountants, or to
assure compliance with laws, regulations and the Company's policies.

     The Audit Committee shall undertake the following functions in carrying out
its oversight responsibilities. These functions are set forth as a guide with
the understanding that the Audit Committee may diverge from this guide as
appropriate in its judgment (whether or not expressly stated) given the
circumstances prevailing from time to time.

          (i) Meet with the independent accountants at least annually to review
     (a) the scope of the annual audit (inclusions and exclusions); (b)
     implementation of the audit procedures; (c) questions as to the choice of
     acceptable accounting principles to be applied and their impact on the
     Company's financial statements; and (d) all other matters relating to the
     independent accountants' relationship with the Company.

          (ii) Review with a representative of management and the independent
     accountants, prior to release or filing, the financial information
     contained in the Company's Quarterly Report on Form 10-Q, the Company's
     earnings announcements and the results of the independent accountants'
     review of Interim Financial Information pursuant to SAS 71. The Chair of
     the Audit Committee may represent the entire Audit Committee, either in
     person or by telephone conference call, for purposes of this review.

          (iii) Review with a representative of management and the independent
     accountants, at the completion of the annual audit of the Company's
     consolidated financial statements but prior to filing, the following
     information included in the Annual Report on Form 10-K: the Company's
     annual consolidated financial statements and related footnotes; the
     independent accountants' audit of the consolidated financial statements and
     their report; any significant changes required in the independent
     accountants' examination plan; any serious difficulties or disputes with
     management encountered during the course of the audit that, if not
     satisfactorily resolved, would have caused them to issue a non-standard
     report on the Company's financial statements; and other matters related to
     the conduct of the audit that are to be communicated to the Audit Committee
     under generally accepted auditing standards, including those matters
     required to be discussed by Statement on Auditing Standards, No. 61
     (Communication with Audit Committees), as the same may be modified,
     replaced or supplemented.

          (iv) On an annual basis, receive and review with the independent
     accountants a written statement required by Independence Standards Board
     ("ISB") Standard No. 1, as the same may be modified, replaced or
     supplemented, and discuss with the independent accountants their
     independence and the objectivity of the audit.

          (v) Prepare and review the Audit Committee Report for inclusion in the
     annual stockholders' meeting proxy statement.

          (vi) Based on its review of the Company's annual financial statements
     and discussions with the independent accountants and management of the
     Company, recommend to the Board of Directors whether the audited financial
     statements should be included in the Company's Annual Report on Form 10-K.

          (vii) In consultation with the Chief Financial Officer and the
     independent accountants, review the Company's financial reporting policies
     and practices, adequacy of staff and other related matters, and based upon
     such review and the comments and suggestions of the independent accountants
     and management, make such recommendations to the Board of Directors as
     shall be necessary and appropriate.

          (viii) In consultation with the Director of Internal Audit and the
     independent accountants, review internal audit and control procedures,
     adequacy of staff and other related matters, and based upon such review and
     the comments and suggestions of the independent accountants and management,
     make such recommendations to the Board of Directors as shall be necessary
     and appropriate.

                                       A-2
   37

          (ix) Direct, when the Audit Committee deems it necessary or
     appropriate, the Legal Department's, the Internal Audit Department's and/or
     the independent accountants' investigation of special areas of concern.

          (x) In consultation with the Chief Financial Officer, review the
     quality of the financial and accounting personnel of the Company and
     discuss with the independent accountants the quality of the Company's
     financial and accounting personnel.

          (xi) In consultation with the Company's General Counsel, review legal
     and regulatory matters that may have a material impact on the Company's
     consolidated financial statements, and related compliance policies and
     programs.

          (xii) Review periodic reports from the independent accountants
     regarding relationships and services that may affect objectivity and
     independence.

          (xiii) Advise and assist the Board of Directors in evaluating the
     independent accountants' performance including the scope and adequacy of
     the independent accountants' review.

          (xiv) Make recommendations as to whether the independent accountants
     should be retained by the Company for the ensuing year. Selection for the
     ensuing year will be submitted to the stockholders for ratification or
     rejection at the annual meeting of stockholders.

          (xv) Review and approve independent accountants' fees on an annual
     basis.

          (xvi) Inform the Board of Directors, through minutes and special
     presentations as necessary, of significant developments in the course of
     performing the above duties.

          (xvii) Recommend to the Board of Directors any appropriate extensions
     or changes in the duties of the Audit Committee. Review and reassess the
     adequacy of the Audit Committee Charter on an annual basis. The charter
     will be included as an appendix to the annual stockholders' meeting proxy
     statement triennially or in the next annual stockholders' meeting proxy
     statement after any significant amendment to the charter.

                                       A-3
   38

                       COUNTRYWIDE CREDIT INDUSTRIES, INC.
                                    P R O X Y

                THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

                         ANNUAL MEETING OF STOCKHOLDERS
                                  JULY 12, 2001

        The undersigned hereby appoints Angelo R. Mozilo and Stanford L.
Kurland, or either of them, with full power of substitution, the attorney and
proxy of the undersigned, to appear and to vote all of the shares of stock of
Countrywide Credit Industries, Inc. (the "Company") which the undersigned would
be entitled to vote if personally present at the Annual Meeting of Stockholders
of the Company to be held at the Hyatt Westlake Plaza Hotel, 880 S. Westlake
Boulevard, Westlake Village, California on July 12, 2001 at 10:00 a.m. and any
adjournments thereof.

        Receipt of copies of the Annual Report to Stockholders, the Notice of
the Annual Meeting of Stockholders and the Proxy Statement dated June 1, 2001 is
hereby acknowledged.

                  (continued and to be signed on reverse side.)


                                     COUNTRYWIDE CREDIT INDUSTRIES, INC.
                                     P.O. BOX 11148
                                     NEW YORK, N.Y. 10203-0148

   39

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number, located in the box below, and        located in the box below, to create an
then follow the simple directions.           electronic ballot.


                                                                                          -----------------------------------------
Your telephone or Internet vote                                                           If you have submitted your proxy by
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shares in the same manner as if you                                                       need for you to mail back your proxy card.
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     [  ]


                                                                                          
UNMARKED PROXIES SHALL BE VOTED IN FAVOR OF EACH OF THE LISTED MATTERS UNLESS SPECIFIED TO THE CONTRARY.

1.   Election of Directors      FOR all nominees              WITHHOLD AUTHORITY to vote           (*)EXCEPTIONS
                                listed below                  for all nominees listed below.
                                [X]                           [X]                                  [X]


Nominees: 01 - Henry G. Cisneros, 02 - Robert J. Donato, 03 - Michael E. Dougherty, 04 - Harley W. Snyder.
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "EXCEPTIONS" BOX AND WRITE THAT NOMINEE'S NAME
IN THE SPACE PROVIDED BELOW.)

* Exceptions________________________________________________________________________________________________________________________

2.   To re-approve the Company's Annual Incentive Plan.       4.    To ratify the selection of Grant Thornton LLP as the
                                                                    independent certified public accountants of the Company
                                                                    for the fiscal year ending February 28, 2002.
     FOR [X]         AGAINST [X]          ABSTAIN [X]

                                                                    FOR [X]         AGAINST [X]          ABSTAIN [X]

3.   To amend the Company's 2000 Stock Option Plan.           In their discretion, the proxies are authorized to vote upon
                                                              such other business as may properly come before the annual meeting.
     FOR [X]         AGAINST [X]          ABSTAIN [X]

                                                                                                   Change of Address and
                                   I PLAN TO ATTEND MEETING   [X]                                  or Comments Mark Here [X]

                                                              NOTE: Please date and sign exactly as the name appears on this
                                                              proxy. Joint owners should each sign. If the signer is a
                                                              corporation, please sign full corporate name by a duly authorized
                                                              officer. Executors, trustees, etc., should give full title as such.

                                                              Dated:_______________________________________________________________


                                                              _____________________________________________________________________
                                                                                            Signature

                                                              _____________________________________________________________________
                                                                                            Signature


                                                              Votes must be indicated
     Please sign, date and return this proxy                  (x) in Black or Blue ink. [X]
     card in the enclosed envelope.



                             - PLEASE DETACH HERE -
                 YOU MUST DETACH THIS PORTION OF THE PROXY CARD
                  BEFORE RETURNING IT IN THE ENCLOSED ENVELOPE