COUNTRYWIDE FINANCIAL CORP
EXHIBIT 10.80
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>form10qexhibit1080.htm
<DESCRIPTION>EXHIBIT 10.80
<TEXT>
<HTML>
<HEAD>
<TITLE></TITLE>
</HEAD>
<BODY>





<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>RESTATED
EMPLOYMENT AGREEMENT</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS
EMPLOYMENT AGREEMENT (the &#147;Agreement&#148;) is made and entered into as of
March 1, 2003 by and between Countrywide Financial Corporation , a Delaware
corporation (&#147;Employer&#148;), and Thomas H. Boone (&#147;Officer&#148;). </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                         <U>W I T N E S S E T H:</U>
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         WHEREAS, Officer currently holds the office of Senior Managing Director of Employer, and Senior Managing Director of
Countrywide Home Loans, Inc. ("Home Loans"), a wholly-owned subsidiary of Employer; and
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
Employer desires to obtain the benefit of continued services of Officer and
Officer desires to continue to render services to Employer and its subsidiaries,
including Home Loans; and </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Board of Directors of Employer (the &#147;Board&#148;) has determined that
it is in Employer&#146;s best interest and that of its stockholders to recognize
the substantial contribution that Officer has made and is expected to continue
to make to Employer&#146;s business and to retain his services in the future;
WHEREAS, Employer and Officer set forth the terms and conditions of
Officer&#146;s employment with Employer under an employment agreement entered
into as of July 1, 2000; and </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
Employer and Officer desire to set forth the terms and conditions of
Officer&#146;s continued employment with Employer under this Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW,
THEREFORE, in consideration of the mutual promises and covenants herein
contained, the parties hereto agree as follows: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
       <U>Term</U>.  Employer agrees to employ Officer and Officer agrees to serve Employer, in accordance with the terms hereof,
for a term beginning on the Effective Date (as defined in Section 8(c) hereof) and ending on December 31, 2005, unless earlier
terminated in accordance with the provisions hereof.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
       <U>Specific Position; Duties and Responsibilities</U>.  Employer and Officer hereby agree that, subject to the provisions
of this Agreement, Employer will employ Officer and Officer will serve Employer as Senior Managing Director of Employer and of Home
Loans.  Except as set forth in Section 5(d)(ii) hereof, Employer agrees that Officer's duties hereunder shall be the usual and
customary duties of such offices or such other duties as may be designated from time to time by the Chairman of the Board, President
and Chief Executive Officer (the "CEO") or the Senior Managing Director and Chief Operating Officer (the "COO") of Employer
consistent with his status as an executive officer of Employer.  Officer shall have such executive power and authority as shall
reasonably be required to enable him to discharge his duties in the offices that he may hold.  All compensation paid to Officer by
Employer or any of its subsidiaries shall be aggregated in determining whether Officer has received the benefits provided for herein.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
       <U>Scope of This Agreement and Outside Affiliations</U>.  During the term of this Agreement, Officer shall devote his full
business time and energy, except as expressly provided below, to the business, affairs and interests of Employer and its
subsidiaries, and matters related thereto, and shall use his best efforts and abilities to promote its interests.  Officer agrees
that he will diligently endeavor to promote the business, affairs and interests of Employer and its subsidiaries and perform services
contemplated hereby.  Officer agrees to serve without additional remuneration as an officer of one or more (direct or indirect)
subsidiaries of Employer as the CEO or COO may from time to time request, subject to appropriate authorization by the subsidiary or
subsidiaries involved and any limitation under applicable law.  Officer's failure to discharge an order or perform a function because
Officer reasonably and in good faith believes such would violate a law or regulation or be dishonest shall not be deemed a breach by
him of his obligations or duties pursuant to any of the provisions of this Agreement, including without limitation pursuant to
Section 5(c) hereof.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During
the course of Officer&#146;s employment as a full-time officer hereunder and
during the Severance Period described in Section 5(d) hereof, Officer shall not,
without the consent of the CEO or COO, compete, directly or indirectly, with
Employer in the businesses then conducted by Employer or any of its
subsidiaries. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Officer
may serve as a director or in any other capacity of any business enterprise,
including an enterprise whose activities may involve or relate to the business
of Employer, <I>provided</I> that such service is expressly approved by the CEO
or COO. Officer may make and manage personal business investments of his choice
and serve in any capacity with any civic, educational or charitable
organization, or any governmental entity or trade association, without seeking
or obtaining approval by the CEO or COO, <I>provided </I>such activities and
services do not materially interfere or conflict with the performance of his
duties hereunder. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
       <U>Compensation and Benefits</U>.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  (a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <U>Base Salary</U>.  Employer shall pay to Officer a base salary after the Effective Date at the annual rate of
$500,000 (the "Annual Rate").  In respect of the Fiscal Years ending during the term of this Agreement, the Annual Rate shall be
increased as recommended by the Chief Executive Officer and reviewed and approved by the Compensation Committee of the Board of
Directors (the "Compensation Committee") each year.  Any such increase shall be effective not later than June 1 of the fiscal year in
which the increase is granted.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  (b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <U>Incentive Compensation</U>.  Employer shall pay to Officer for each of the Fiscal Years ending during the term
of this Agreement an incentive compensation award in an amount determined pursuant to the terms and conditions of the Managing
Director Annual Incentive Plan or such other bonus plan in effect for Officer during the term of this Agreement (the "Bonus Plan").
Employer shall pay the incentive compensation award described in this Section 4(b) for each Fiscal Year or portion thereof, as
applicable, to Officer as early after the end of such Fiscal Year as practicable but in no event later than 90 days after the end of
such Fiscal Year.  With regard to the incentive compensation award payable with respect to the last Fiscal Year during the term of
this Agreement, such award shall be payable in accordance herewith notwithstanding the expiration of the term of this Agreement.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <U>Equity Incentive Compensation.</U>  Employer shall grant to Officer equity incentive compensation in the form of stock
options, restricted stock or such other form as the Compensation Committee shall determine in respect of each of the Fiscal Years
ending during the term of this Agreement for such number of shares of Employer's common stock as the Compensation Committee in its
sole discretion determines, taking into account Officer's and Employer's performance in each of such Fiscal Years and the competitive
practices then prevailing. The stock options described in this Section 4(c) in respect of a Fiscal Year shall be granted at the same
time as Employer grants stock options to its other senior executives in respect of such Fiscal Year (but in no event later than June
30 following the end of such Fiscal Year). All shares of equity incentive compensation  granted in accordance with this Section
4(c):  (i) shall be granted pursuant to the Countrywide  Financial Corporation 2000 Equity Incentive Plan , as amended (the "2000
Plan"), or such other  equity incentive plan or plans as may be or come into effect during the term of this Agreement, (ii) in the
case of stock options, shall have a per share exercise price equal to the fair market value (as defined in the 2000 Plan or such
other plan or plans) of the common stock at the time of grant, (iii)  shall be subject to such other terms and conditions as may be
determined by the Compensation Committee and set forth in the agreement evidencing the award.  The stock options granted pursuant to
this Section shall consist of incentive stock options to the extent permitted by law or regulation.  From and after the Termination
Date, the Officer shall no longer be entitled to receive additional equity compensation under this Section 4(c) other than those
which were due for previously completed Fiscal Years.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  (d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <U>Additional Benefits</U>.  Officer shall also be entitled to all rights and benefits for which he is otherwise
eligible under any bonus plan, stock purchase plan, participation or extra compensation plan, executive compensation plan, pension
plan, profit-sharing plan, life and medical insurance policy, executive medical examination program, executive long-term disability
policy, financial planning services program or other plans or benefits, which Employer or its subsidiaries may provide for him, or
provided he is eligible to participate therein, for senior officers generally or for employees generally, during the term of this
Agreement (collectively, "Additional Benefits").  This Agreement shall not affect the provision of any other compensation, retirement
or other benefit program or plan of Employer.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  (e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <U>Continuation of Benefits</U>.  If Officer's employment is terminated hereunder pursuant to Section 5(a), 5(b)
or 5(d), Employer shall continue for the period specified in Section 5(a), 5(b) or 5(d) hereof to provide benefits substantially
equivalent to Additional Benefits (other than qualified pension or profit sharing plan benefits and option, equity or stock
appreciation or other incentive plan benefits as distinguished from health, disability and welfare type benefits) to Officer and his
dependents and beneficiaries that were being provided to them immediately prior to Officer's Termination Date, but only to the extent
that Officer is not entitled to comparable benefits from other employment.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  (f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <U>Deferral of Amounts Payable Hereunder</U>.  In the event Officer should desire to defer receipt of any cash
payments to which he would otherwise be entitled hereunder, he may do so under the terms of the Deferred Compensation Plan.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
       Termination.  The compensation and benefits provided for herein and the employment of Officer by Employer shall be
terminated prior to the expiration of the term of this Agreement only as provided for below in this Section 5:
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  (a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <U>Disability</U>.  In the event that Officer would qualify for permanent disability benefits under the Employer's
Long Term Disability Plan (the "LTD Plan"), or if Officer does not participate in the LTD Plan, would have qualified for permanent
disability had the Officer been a participant in the LTD Plan (a "Disability"), Officer's full-time employment hereunder may be
terminated, by written Notice of Termination from Employer to Officer; and thereafter, Employer shall continue, from the Termination
Date until Officer's death or the fifth anniversary of such notice, whichever first occurs (the "Disability Payment Period"), (i) to
pay compensation to Officer, in the same manner as in effect immediately prior to the Termination Date, in an amount equal to (1)
fifty percent (50%) of the then existing base salary payable immediately prior to the termination, minus (2) the amount of any cash
payments to him under the terms of Employer's disability insurance or other disability benefit plans or Employer's tax-qualified
Defined Benefit Pension Plan, and any compensation he may receive pursuant to any other employment, and (ii) to provide during the
Disability Payment Period the benefits specified in Section 4(e) hereof.  In addition, in the event Officer's employment is
terminated pursuant to this Section 5(a), all non-vested stock options and other equity incentive compensation hereof held by Officer
on the Termination Date shall become immediately and fully vested and/or exercisable, as applicable.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The determination of
Disability shall be made only after 30 days notice to Officer and only if
Officer has not returned to performance of his duties during such 30-day period.
In order to determine Disability, both Employer and Officer shall have the right
to provide medical evidence to support their respective positions, with the
ultimate decision regarding Disability to be made by a majority of
Employer&#146;s disinterested directors. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  (b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <U>Death</U>.  In the event that Officer shall die during the term of this Agreement, Employer shall pay Officer's
base salary for a period of twelve (12) months following the date of Officer's death and in the manner otherwise payable hereunder,
to such person or persons as Officer shall have directed in writing or, in the absence of a designation, to his estate (the
"Beneficiary").  Employer shall also provide during the twelve-month period following the date of the Officer's death the benefits
specified in Section 4(e) hereof.  In addition, in the event Officer's employment is terminated pursuant to this Section 5(a), all
non-vested stock options and other equity incentive compensation hereof held by Officer on the Termination Date shall become
immediately and fully vested and/or exercisable, as applicable.  If Officer's death occurs while he is receiving payments for
Disability under Section 5(a)(i) above, such payments shall cease and the Beneficiary shall be entitled to the payments and benefits
under this Subsection (b), which shall continue for a period of twelve months thereafter at the full rate of compensation in effect
immediately prior to the Disability.  This Agreement in all other respects will terminate upon the death of Officer; provided,
however, that the termination of the Agreement shall not affect Officer's entitlement to all other benefits in which he has become
vested or which are otherwise payable in respect of periods ending prior to its termination.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  (c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <U>Cause</U>.  Employer may terminate Officer's employment under this Agreement for "Cause."  A termination for
Cause is a termination by reason of (i) a material breach of this Agreement by Officer (other than as a result of incapacity due to
physical or mental illness) which is committed in bad faith or without reasonable belief that such breach is in the best interests of
Employer and which is not remedied within a reasonable period of time after receipt of written notice from Employer specifying such
breach, or (ii) Officer's conviction by a court of competent jurisdiction of a felony, or (iii) entry of an order duly issued by any
federal or state regulatory agency having jurisdiction in the matter removing Officer from office of Employer or its subsidiaries or
permanently prohibiting him from participating in the conduct of the affairs of Employer or any of its subsidiaries.  If Officer
shall be convicted of a felony or shall be removed from office and/or temporarily prohibited from participating in the conduct of
Employer's or any of its subsidiaries' affairs by any federal or state regulatory authority having jurisdiction in the matter,
Employer's obligations under Sections 4(a), 4(b) and 4(c) hereof shall be automatically suspended; provided, however, that if the
charges resulting in such removal or prohibition are finally dismissed or if a final judgment on the merits of such charges is issued
in favor of Officer, or if the conviction is overturned on appeal, then Officer shall be reinstated in full with back pay for the
removal period plus accrued interest at the rate then payable on judgments.  During the period that Employer's obligations under
Sections 4(a), 4(b) and 4(c) hereof are suspended, Officer shall continue to be entitled to receive Additional Benefits under Section
4(d) until the conviction of the felony or removal from office has become final and non-appealable. When the conviction of the felony
or removal from office has become final and non-appealable, all of Employer's obligations hereunder shall terminate; provided,
however, that the termination of Officer's employment pursuant to this Section 5(c) shall not affect Officer's entitlement to all
benefits in which he has become vested or which are otherwise payable in respect of periods ending prior to his termination of
employment.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  (d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
       <U>Termination by Employer Other than for Cause</U>.  (i) Except as provided in Section 5(d)(ii), if during the
term of this Agreement Officer's employment shall be terminated by Employer other than for Cause, then (A) until December 31, 2005 or
the second anniversary of the Termination Date, whichever is later (the "Severance Period"), Employer shall (1) continue to pay
Officer his annual base salary, at the Annual Rate in effect on the Termination Date, and (2) provide the benefits specified in
Section 4(e) hereof, (B) Employer shall pay Officer, within ten (10) days after the end of each Fiscal Year ending during the
Severance Period, an amount equal to the total amount of incentive compensation paid or payable to Officer in respect of the Fiscal
Year immediately preceding the Fiscal Year in which Officer's Termination Date occurs (the "Bonus Rate"); provided, however, that in
the event the Severance Period ends on a date prior to the end of a Fiscal Year, Employer shall also pay Officer an amount equal to
the product of (1) the Bonus Rate and (2) the fraction obtained by dividing (x) the number of days elapsed since the end of the
immediately preceding Fiscal Year through the end of the Severance Period by (y) 365, and (C) all non-vested stock options and other
equity incentive compensation granted pursuant to Section 4(c) hereof held by Officer on the Termination Date shall become
immediately and fully vested and/or exercisable, as applicable.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                           (ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     <U>Change in Control</U>.  If after a "Change in Control" (as defined in Appendix A to this Agreement)
and during the term of this Agreement Officer's employment shall be terminated by Employer other than for Cause or by Officer for
Good Reason, then (A) Employer shall pay Officer in a single payment as soon as practicable after the Termination Date, as severance
pay and in lieu of any further salary and incentive compensation for periods subsequent to the Termination Date, an amount in cash
equal to three times the sum of (1) Officer's annual base salary at the Termination Date and (2) the total amount of incentive
compensation paid or payable to Officer in respect of the Fiscal Year immediately preceding the Fiscal Year in which Officer's
Termination Date occurs, (B) Employer shall continue to provide for three years from the Termination Date the benefits specified in
Section 4(e) hereof plus executive level outplacement services for two years from the Termination Date and (C) all stock options and
other grants of equity incentive compensation pursuant to Section 4(c) hereof held by Officer on the Termination Date shall become
immediately and fully vested and/or exercisable, as applicable.  For purposes of this Agreement, "Good Reason" shall be deemed to
occur if Employer (w) breaches this Agreement in any material respect, (x) requires that Officer be based anywhere more than fifty
(50) miles from the office where Officer is located as of the date hereof, or (y) takes any other action which results in a material
adverse change in Officer's duties and responsibilities other than (i) an action not taken in bad faith and which is remedied by
Employer promptly after receipt of notice by Officer; (ii) a change in reporting relationships; or (iii) changes resulting from the
fact that Employer is no longer an independent public company.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                           (iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <U>Effect of Section 280G of the Internal Revenue Code</U>.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                                    (A)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     Except as provided in subsection (B), in the event it shall be determined that any
payment or distribution of any type, including accelerated vesting, to or for the benefit of the Officer, by the Employer, any
affiliate of the Employer, any Person who acquires ownership or effective control of the Employer or ownership of a substantial
portion of the Employer's assets (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"),
and the regulations thereunder) or any affiliate of such Person, whether paid or payable or distributed or distributable pursuant to
the terms of this Agreement or otherwise (the "Payments"), is or will be subject to the excise tax imposed by Section 4999 of the
Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties,
are collectively referred to as the "Excise Tax"), then the Officer shall be entitled to receive an additional payment (a "Gross-Up
Payment") in an amount such that after payment by the Officer of all taxes (including any interest or penalties imposed with respect
to such taxes), including any income tax, employment tax or Excise Tax, imposed upon the Gross-Up Payment, the Officer retains an
amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                                    (B)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     Notwithstanding subsection (A) or any other provision of this Agreement to the contrary,
in the event that the Payments (excluding the payment provided for in subsection (A)) exceed by no more than 20% or $100,000, the
maximum amount of Payments which if made or provided to the Officer would not be subject to an Excise Tax, the Officer will not be
entitled to a Gross-Up Payment and the Payments shall be reduced (but not below zero) to the extent necessary so that no Payment to
be made or benefit to be provided to the Officer shall be subject to the Excise Tax; it being the intent of the parties then the
Payments shall be reduced only if the economic detriment to the Officer (on a pre-tax basis) is less than the lower of $100,000 or
20% of the Payments.  Unless the Officer shall have given prior written notice specifying a different order to the Employer to
effectuate the foregoing, the Employer  shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the
Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning
with payments or benefits which are to be paid the farthest in time from the "Determination" (as defined below).  Any notice given by
the Officer pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement
governing the Officer's rights and entitlements to any benefits or compensation.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                                    (C)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     The determination of whether the Payments shall be reduced pursuant to this Agreement and
the amount of such reduction, all mathematical determinations, and all determinations as to whether any of the Payments are
"parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this Section, including
determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment and amounts relevant to the last
sentence of this subsection (C), shall be made by an independent accounting firm selected by the Officer from among the five (5)
largest accounting firms in the United States (the "Accounting Firm"), which shall provide its determination (the "Determination"),
together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matter, both to
the Employer and the Officer by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is
requested by the Employer or the Officer (if the Officer reasonably believes that any of the Payments may be subject to the Excise
Tax).  If the Accounting Firm determines that no Excise Tax is payable by the Officer, it shall furnish the Officer and the Employer
with an opinion reasonably acceptable to the Officer and the Employer that no Excise Tax is payable (including the reasons therefor)
and that the Officer has substantial authority not to report any Excise Tax on his federal income tax return.  If a Gross-Up Payment
is determined to be payable, it shall be paid (including through withholding of taxes) to the Officer no later than the due date for
payment of the Excise Tax.  Any determination by the Accounting Firm shall be binding upon the Employer and the Officer, absent
manifest error.  As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination
by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by the Employer should have been made
("Underpayment"), or that Gross-Up Payments will have been made by the Employer which should not have been made ("Overpayment").  In
either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred.  In the case
of an Underpayment, the amount of such Underpayment (together with any interest and penalties payable by the Officer as a result of
such Underpayment) shall be promptly paid by the Employer to or for the benefit of the Officer.  In the case of an Overpayment, the
Officer shall, at the direction and expense of the Employer, take such steps as are reasonably necessary (including the filing of
returns and claims for refund), follow reasonable instructions from, and procedures established by, the Employer, and otherwise
reasonably cooperate with the Employer to correct such Overpayment, provided, however, that (i) the Officer shall not in any event be
obligated to return to the Employer an amount greater than the net after-tax portion of the Overpayment that he has retained or has
recovered as a refund from the applicable taxing authorities and (ii)  if a Gross-Up Payment is determined to be payable, this
provision shall be interpreted in a manner consistent with an intent to make the Officer whole, on an after-tax basis, from the
application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Officer repaying to the
Employer an amount which is less than the Overpayment.  The cost of all such determinations made pursuant to this Section shall be
paid by the Employer.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  (e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <U>Resignation</U>.  Except as provided in Section 5(d)(ii) hereof, if during the term of this Agreement, Officer
shall resign voluntarily, all of his rights to payment or benefits hereunder shall immediately terminate; provided,  however, that
the termination of Officer's employment pursuant to this Section 5(e) shall not affect Officer's entitlement to all benefits in which
he has become vested or which are otherwise payable in respect of periods ending prior to his termination of employment.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  (f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <U>Notice of Termination</U>.  Any purported termination by Employer or by Officer shall be communicated by a
written Notice of termination (the "Notice of Termination") to the other party hereto which indicates the specific termination
provision in this Agreement, if any, relied upon and which sets forth in reasonable detail the facts and circumstances, if any,
claimed to provide a basis for termination of Officer's employment under the provision so indicated.  For purposes of this Agreement,
no such purported termination shall be effective without such Notice of Termination.  The "Termination Date" shall mean the date
specified in the Notice of Termination, which shall be no less than 30 or more than 60 days from the date of the Notice of
Termination.  Notwithstanding any other provision of this Agreement, in the event of any termination of Officer's employment
hereunder for any reason, Employer shall pay Officer his full base salary through the Termination Date, plus any Additional Benefits
which have been earned or become payable, but which have not yet been paid as of such Termination Date.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  (g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <U>Disputes</U>.  In the event of a dispute concerning the validity of a purported termination which is maintained
in good faith, the Termination Date shall mean the date the dispute is finally resolved and Employer will continue to provide Officer
with the compensation and benefits provided for under this Agreement, until the dispute is finally resolved without any obligation by
Officer to repay any of such amounts to Employer, notwithstanding the final outcome of the dispute.  Payments required to be made by
this Section 5(g) are in addition to all other amounts due under Section 5 of this Agreement and shall not be offset against or
reduce any other amounts due under Section 5 of this Agreement.  Officer shall be required to render services to Employer during the
period following his Termination Date but before the dispute concerning the termination is finally determined unless Employer fails
to provide Officer with a reasonable opportunity to perform his duties under this Agreement during such period.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
       <U>Reimbursement of Business Expenses</U>.  During the term of this Agreement, Employer shall reimburse Officer promptly
for all expenditures (including travel, entertainment, parking, business meetings, and the monthly costs (including dues) of
maintaining memberships at appropriate clubs) to the extent that such expenditures meet the requirements of the Code for
deductibility by Employer for federal income tax purposes or are otherwise in compliance with the rules and policies of Employer and
are substantiated by Officer as required by the Internal Revenue Service and rules and policies of Employer.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
       <U>Indemnity</U>.  To the extent permitted by applicable law, the Certificate of Incorporation and the By-Laws of Employer
(as from time to time in effect) and any indemnity agreements entered into from time to time between Employer and Officer, Employer
shall indemnify Officer and hold him harmless for any acts or decisions made by him in good faith while performing services for
Employer, and shall use reasonable efforts to obtain coverage for him under liability insurance policies now in force or hereafter
obtained during the term of this Agreement covering the other officers or directors of Employer.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
       <U>Miscellaneous</U>.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  (a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <U>Succession</U>.  This Agreement shall inure to the benefit of and shall be binding upon Employer, its
successors and assigns, but without the prior written consent of Officer, this Agreement may not be assigned other than in connection
with a merger or sale of substantially all the assets of Employer or similar transaction.  Employer shall not agree to any such
transaction unless the successor to or assignee of the Employer's  business and/or assets in such transaction expressly assumes all
obligations of the Employer hereunder.  The obligations and duties of Officer hereby shall be personal and not assignable.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  (b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <U>Notice</U>.  Any notices provided for in this Agreement shall be sent to Employer at 4500 Park Granada,
Calabasas, California 91302, Attention:  General Counsel/Secretary, with a copy to the CEO at the same address, or to such other
address as Employer may from time to time in writing designate, and to Officer at his home address as reflected in Employer's records
or at such other address as he may from time to time in writing designate.  All notices shall be deemed to have been given two (2)
business days after they have been deposited as certified mail, return receipt requested, postage paid and properly addressed to the
designated address of the party to receive the notices.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  (c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <U>Effective Date</U>.  This Agreement is effective as of March 1, 2003.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  (d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <U>Entire Agreement</U>.  This instrument contains the entire agreement of the parties relating to the subject
matter hereof, and it replaces and supersedes any prior agreements between the parties relating to said subject matter.  No
modifications or amendments of this Agreement shall be valid unless made in writing and signed by the parties hereto.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  (e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <U>Waiver</U>.  The waiver of the breach of any term or of any condition of this Agreement shall not be deemed to
constitute the waiver of any other breach of the same or any other term or condition.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  (f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <U>California Law</U>.  This Agreement shall be construed and interpreted in accordance with the laws of the State
of California.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  (g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <U>Attorneys' Fees in Action on Contract</U>.  If any litigation shall occur between Officer and Employer, which
litigation arises out of or as a result of this Agreement or the acts of the parties hereto pursuant to this Agreement, or which
seeks an interpretation of this Agreement, the prevailing party in such litigation, in addition to any other judgment or award, shall
be entitled to receive such sums as the court hearing the matter shall find to be reasonable as and for the attorneys' fees of the
prevailing party.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  (h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <U>Confidentiality.</U>  Officer agrees that he will not use, divulge or otherwise disclose, directly or
indirectly, any trade secret or other confidential information concerning the business or policies of Employer or any of its
subsidiaries which he may have learned as a result of his employment during the term of this Agreement or prior thereto as an
employee, officer or director of or consultant to Employer or any of its subsidiaries, except to the extent such use or disclosure is
(i) necessary or appropriate to the performance of this Agreement and in furtherance of Employer's best interests, (ii) required by
applicable law, (iii) lawfully obtainable from other sources, or (iv) authorized by Employer.  The provisions of this subsection
shall survive the expiration. suspension or termination, for any reason, of this Agreement.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  (i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <U>Remedies of Employer</U>.  Officer acknowledges that the services he is obligated to render under the
provisions of this Agreement are of a special, unique, unusual, extraordinary and intellectual character, which gives this Agreement
peculiar value to Employer.  The loss of these services cannot be reasonably or adequately compensated in damages in an action at law
and it would be difficult (if not impossible) to replace these services.  By reason thereof, Officer agrees and consents that if he
violates any of the material provisions of this Agreement, Employer, in addition to any other rights and remedies available under
this Agreement or under applicable law, shall be entitled during the remainder of the term to seek injunctive relief, from a tribunal
of competent jurisdiction, restraining Officer from committing or continuing any violation of this Agreement, or from the performance
of services to any other business entity, or both.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  (j)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <U>Severability</U>.  If any provision of this Agreement is held invalid or unenforceable, the remainder of this
Agreement shall nevertheless remain in full force and effect, and if any provision is held invalid or unenforceable with respect to
particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  (k)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <U>No Obligation to Mitigate</U>.  Officer shall not be required to mitigate the amount of any payment provided
for in this Agreement by seeking other employment or otherwise and, except as provided in Section 5(a)(i)(2) hereof, no payment
hereunder shall be offset or reduced by the amount of any compensation or benefits provided to Officer in any subsequent employment.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  (l)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <U>Arbitration</U>.  The parties acknowledge that they have entered into a Mutual Agreement to Arbitrate Claims
dated concurrently herewith (the "Arbitration Agreement").  The parties hereby incorporate herein by reference the terms of the
Arbitration Agreement.  Any dispute arising regarding this Agreement and/or any other matter covered by the Arbitration Agreement
shall be subject to binding arbitration pursuant to the terms of the Arbitration Agreement, except as expressly provided herein.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  (m)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      Other  Duties of Officer  During and After  Employment.  The Officer  acknowledges  that the  Employer has a
vital interest in retaining its employees and clients.  The Officer, therefore, shall not, during employment with the Employer and
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
       for twelve months following termination of employment for any reason,  directly or indirectly,  influence or advise any other
         person to employ or solicit for employment  anyone who is, as of the date of the Officer's  separation  from the Employer,  in
         the service of the Employer, its subsidiaries or affiliates;
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     for twelve months following termination of employment for any reason,  directly or indirectly,  influence or advise any person
         who is or shall be in the service of the Employer, to leave the service of the Employer, its subsidiaries or affiliates.
</FONT></P>




<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                          [THE NEXT PAGE IS THE SIGNATURE PAGE]
</FONT></P>

<HR SIZE=5  COLOR=GRAY NOSHADE>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                   COUNTRYWIDE FINANCIAL CORPORATION</FONT></TD>
</TR></TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
</FONT></TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
 By:&nbsp;&nbsp;<U>/s/ Anne D. McCallion&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

</U><BR>
Title:&nbsp;&nbsp;Senior Managing Director, Operations
</FONT></TD></TR></TABLE><BR>



<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
OFFICER:<BR><BR><BR><BR>


<U>/s/ Thomas H. Boone&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</U><BR>
Thomas H. Boone, in his individual capacity</FONT></TD>
</TR></TABLE>
<BR>



<HR SIZE=5 COLOR=GRAY NOSHADE>








<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>APPENDIX A<BR>To
Employment Agreement</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  A "Change in Control" shall mean the occurrence during the term of the Agreement, of any one of the following events:
</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1)
</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                           An acquisition (other than directly from Employer) of any common stock or other "Voting Securities" (as
                           hereinafter defined) of Employer by any "Person" (as the term person is used for purposes of Section 13(d)
                           or 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), immediately after which
                           such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange
                           Act) of twenty-five percent (25%) or more of the then outstanding shares of Employer's common stock or the
                           combined voting power of Employer's then outstanding Voting Securities; provided, however, in determining
                           whether a Change in Control has occurred, Voting Securities which are acquired in a "Non-Control
                           Acquisition" (as hereinafter defined) shall not constitute an acquisition which would cause a Change in
                           Control.  For purposes of this Agreement, (1) "Voting Securities" shall mean Employer's outstanding voting
                           securities entitled to vote generally in the election of directors and (2) a "Non-Control Acquisition"
                           shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by
                           (A) Employer or (B) any corporation or other Person of which a majority of its voting power or its voting
                           equity securities or equity interest is owned, directly or indirectly, by Employer (for purposes of this
                           definition, a "Subsidiary"), (ii) Employer or any of its Subsidiaries, or (iii) any Person in connection
                           with a "Non-Control Transaction" (as hereinafter defined);
</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(2)
</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                           The individuals who, as of the date of the Agreement are members of the Board (the "Incumbent Board"),
                           cease for any reason to constitute at least two-thirds of the members of the Board; provided, however, that
                           if the election, or nomination for election by Employer's common stockholders, of any new director was
                           approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of
                           this Agreement, be considered as a member of the Incumbent Board; provided further, however, that no
                           individual shall be considered a member of the Incumbent Board if such individual initially assumed office
                           as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated
                           under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf
                           of a Person other than the Board (a "Proxy Contest") including by reason of any agreement intended to avoid
                           or settle any Election Contest or Proxy Contest; or
</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(3)
</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                           The consummation of:
</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)
</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                    A merger, consolidation or reorganization involving Employer, unless such merger, consolidation or
                                    reorganization is a "Non-Control Transaction."  A "Non-Control Transaction" shall mean a merger,
                                    consolidation or reorganization of Employer where:
</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i)
</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                            the stockholders of Employer, immediately before such merger, consolidation or
                                            reorganization, own directly or indirectly immediately following such merger,
                                            consolidation or reorganization, at least seventy percent (70%) of the combined voting
                                            power of the outstanding voting securities of the corporation resulting from such merger,
                                            consolidation or reorganization (the "Surviving Corporation") in substantially the same
                                            proportion as their ownership of the Voting Securities immediately before such merger,
                                            consolidation or reorganization;
</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii)
</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                           the individuals who were members of the Incumbent Board immediately prior to the
                                            execution of the agreement providing for such merger, consolidation or reorganization
                                            constitute at least two-thirds of the members of the board of directors of the Surviving
                                            Corporation, or in the event that, immediately following the consummation of such
                                            transaction, a corporation beneficially owns, directly or indirectly, a majority of the
                                            Voting Securities of the Surviving Corporation, the board of directors of such
                                            corporation; and
</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iii)
</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                          no Person other than (i) Employer, (ii) any Subsidiary, (iii) any employee benefit plan
                                            (or any trust forming a part thereof) maintained by Employer, the Surviving Corporation,
                                            or any Subsidiary, or (iv) any Person who, immediately prior to such merger,
                                            consolidation or reorganization had Beneficial Ownership of twenty- five percent (25%) or
                                            more of the then outstanding Voting Securities or common stock of Employer, has
                                            Beneficial Ownership of twenty-five percent (25%) or more of the combined voting power of
                                            the Surviving Corporation's then outstanding Voting Securities or its common stock;
</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)
</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                    A complete liquidation or dissolution of Employer; or
</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)
</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                    The sale or other disposition of all or substantially all of the assets of Employer to any Person
                                    (other than a transfer to a Subsidiary).
</FONT>
</TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding the
foregoing, a Change in Control shall not be deemed to occur solely because any
Person (the &#147;Subject Person&#148;) acquired Beneficial Ownership of more
than the permitted amount of the then outstanding common stock or Voting
Securities as a result of the acquisition of common stock or Voting Securities
by Employer which, by reducing the number of shares of common stock or Voting
Securities then outstanding, increases the proportional number of shares
Beneficially Owned by the Subject Persons; <I>provided, however,</I> that if a
Change in Control would occur (but for the operation of this sentence) as a
result of the acquisition of common stock or Voting Securities by Employer, and
after such share acquisition by Employer, the Subject Person becomes the
Beneficial Owner of any additional common stock or voting Securities which
increases the percentage of the then outstanding common stock or Voting
Securities Beneficially Owned by the Subject Person, then a Change in Control
shall occur. </FONT></P>



<HR SIZE=5 COLOR=GRAY NOSHADE>




<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>APPENDIX B</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>INCENTIVE
COMPENSATION PLAN</FONT></H1>

</BODY>
</HTML>

</TEXT>
</DOCUMENT>
