COUNTRYWIDE FINANCIAL CORP
EXHIBIT 10.84
<DOCUMENT>
<TYPE>EX-10.84
<SEQUENCE>3
<FILENAME>v98358exv10w84.txt
<DESCRIPTION>EXHIBIT 10.84
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.84

                                 FIRST AMENDMENT
                                       TO
                      SECOND RESTATED EMPLOYMENT AGREEMENT

         THIS FIRST AMENDMENT (the "Amendment") is made and entered into as of
January 1, 2004 by and between Countrywide Financial Corporation, a Delaware
corporation (the "Employer") and Stanford L. Kurland ("Officer").

                                   WITNESSETH:

         WHEREAS, the Officer and Employer entered into a Second Restated
Employment Agreement dated February, 28, 2003 (the "Employment Agreement"); and

         WHEREAS, the Officer and Employer wish to amend the Employment
Agreement to reflect the Officer's new title, salary and perquisites; to provide
for incentives based on Earnings Per Share ("EPS"); and, to extend the Term of
the Employment Agreement;

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

            1. Section 1, "Term," is hereby deleted and new Section 1 is
inserted in its place as follows:

         "1. Term. 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,
2008 (the "Expiration Date"), unless earlier terminated in accordance with the
provisions hereof."

            2. Section 2, "Specific Position; Duties and Responsibilities, is
hereby deleted and new Section 2 is inserted in its place as follows:

         "2. Specific Position; Duties and Responsibilities. Employer and
Officer hereby agree that, subject to the provisions of this Agreement, Employer
will employ Officer and Officer will serve Employer as Executive Managing
Director, President and Chief Operating Officer of Employer and as Chief
Executive Officer 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 Board consistent with his status as an executive officer of
Employer. Any such duties shall be consistent with the provisions of the charter
documents of Employer or applicable law. Officer shall have such executive power
and authority as shall reasonably be required to enable him to discharge his
duties in the offices 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.
<PAGE>
            3. Section 4(a), "Base Salary," is hereby deleted and new Section 4
      is inserted in its place as follows:

         "(a) Base Salary. (i) Effective January 1, 2004, Employer shall pay to
Officer a base salary at the annual rate of $1,390,000 (the "Annual Rate"). In
respect of the Fiscal Years ending in 2004, 2005, 2006, 2007 and 2008, the
Compensation Committee of the Board (the "Compensation Committee") shall
determine the annual increase in the Annual Rate, if any, based upon the
recommendation of Angelo R. Mozilo (or, if he is no longer the Chairman of
Employer, the then-serving Chairman of Employer). Any such increase shall be
effective not later than April 1 of the Fiscal Year in which the increase is
granted. Notwithstanding the foregoing, all amounts payable under this Section
4(a) that Employer reasonably determines not to be tax deductible under section
162(m) of the Internal Revenue Code and the regulations promulgated thereunder
(the "Code"), shall automatically be deferred under the terms of the Employer's
Deferred Compensation Plan, as may be amended or replaced (the "Deferred
Compensation Plan"), until such time that Officer is no longer employed by
Employer or any of its subsidiaries. For purposes of this Agreement, the term
"Fiscal Year" shall mean the period beginning on January 1 and ending on
December 31 during the term of this Agreement."

            4. Section 4(c), Equity Incentive Compensation, is hereby amended by
renumbering Section 4(c) to Section 4(c)(i) and inserting a new subsection
4(c)(ii) following 4(c)(i) as follows:

               "(ii) Employer shall grant to Officer equity incentive
compensation in the form of an option to purchase 200,000 shares of Employer's
common stock (the "Special Option Incentive"). The Special Option Incentive
shall be granted on April 1, 2004 and such grant shall vest on October 1, 2008
unless sooner vested pursuant to the terms and conditions of an Option Agreement
approved by the Compensation Committee substantially in the form of Appendix C.

            5. Section 4(h), "Country Club Memberships," is hereby deleted in
its entirety and a new Section 4(h) is inserted in its place as follows:

      "(h) Country Club Membership. Employer shall pay or cause to be paid, on
Officer's behalf, the full amount of membership fees for two country clubs as
the Officer may designate. In addition, Employer shall reimburse Officer for all
monthly club dues as well as for any Employer-related charges in accordance with
Employer's normal policy regarding expense reimbursement."

                      [THE NEXT PAGE IS THE SIGNATURE PAGE]
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.


                              COUNTRYWIDE FINANCIAL CORPORATION



                              By:  /s/Thomas H. Boone
                                   -------------------
                              Title: Senior Managing Director and Chief
                                     Administrative Officer

                              OFFICER:


                              /s/ Stanford L. Kurland
                              -----------------------
                              Stanford L. Kurland, in his individual capacity
<PAGE>
                                   APPENDIX C
<PAGE>
                        COUNTRYWIDE FINANCIAL CORPORATION

                               PERFORMANCE VESTED

                      NON-QUALIFIED STOCK OPTION AGREEMENT

         This "Agreement" is made as of April 1, 2004 between Countrywide
Financial Corporation (the "Company") and you (the "Optionee"). The Option
granted pursuant to this Agreement is not intended to be treated as an incentive
stock option under section 422 of the Internal Revenue Code (the "Code").

         In accordance with the Countrywide Financial Corporation 2000 Equity
Incentive Plan (the "Plan"), the Company has granted to the Optionee an Option
to purchase all or any part of the number of shares common stock, par value $.05
per share ("Option Shares"), of the Company, as set forth on the Option
Statement (the "Statement") linked electronically hereto upon the terms and
conditions described in this Agreement, the Statement and the Plan. Capitalized
terms not defined herein shall have the meaning ascribed to them in the Plan.

1. (A) GRANT AND VESTING OF OPTION. This Agreement along with the Statement
evidences the Company's grant to the Optionee on the date stated above (the
"Grant Date"), the right and option to purchase, on the terms and conditions
described in this Agreement and in the Plan, all or any part of the number of
Option Shares of common stock, at the price per share described in the Statement
(the "Option") subject to the provisions of this Agreement and the Plan. The
Option shall become exercisable if, and only if, both (i) the employee is
employed by the Company on the vesting date and (ii) the Earnings Per Share
("EPS") goals of the Company have been attained pursuant to the following
schedule:

<TABLE>
<CAPTION>
 Cumulative Percentage of Shares
           Exercisable              Vesting Date*            Cumulative EPS Goals
           -----------              -------------            --------------------
<S>                                 <C>                <C>
               33%                  April 1, 2005      $6.00 (EPS for 2004 only)
               66%                  April 1, 2006      $13.00 (EPS for 2004 plus 2005)
               100%                 April 1, 2007      $20.00 (EPS for 2004,'05 plus '06)
    Remaining unvested shares       April 1, 2008      $27.00 (EPS for 2004, '05, '06 plus 2007
</TABLE>

* provided Cumulative EPS Goals are achieved
<PAGE>
The Option shall become fully exercisable on October 1, 2008 whether or not the
Cumulative EPS Goals have been achieved. The Option shall expire at 5:00 p.m.,
central time, on the fifth anniversary of the Grant Date (the "Expiration
Date").

2. METHOD OF EXERCISE. The exercise price of an Option shall be paid in the form
of one or more of the following, as the Committee may specify, either through
the terms of this Agreement or at the time of exercise of an Option: (a) cash or
certified or cashiers' check, (b) shares of capital stock of the Company that
have been held by the Optionee for at least six (6) months, (c) other property
deemed acceptable by the Committee, or (d) any combination of (a) through (c).

3.       TERMINATION OF OPTION AND ACCELERATION OF VESTING.

         (A) EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE. An Option shall
terminate upon or following an Optionee's termination of employment with the
Company and its Subsidiaries as follows:

                  (i) In the event an Optionee's employment terminates for any
reason other than death, Disability, Cause or Retirement, then the Optionee may
at any time within three (3) months after his or her termination of employment
and service as Nonemployee Director, exercise an Option to the extent, and only
to the extent, the Option or portion thereof was exercisable at the date of such
termination.

                  (ii) in the event the Optionee's employment terminates, other
than as a result of death or Cause, and the Optionee returns to employment with
the Company within three (3) months after the termination, the termination will
have no effect on the Option and the Optionee shall have the same number of
shares and the same vesting schedule set forth in this Agreement;

                  (iii) In the event the Optionee's employment terminates as a
result of Disability, then the Optionee may at any time within one (1) year
after such termination exercise such Option to the extent, and only to the
extent, the Option or portion thereof was exercisable on the date of
termination.

                  (iv) In the event an Optionee's employment terminates for
Cause, the Option shall terminate immediately and no rights thereunder may be
exercised.

                  (v) In the event an Optionee dies while an employee of the
Company or any Subsidiary or within three (3) months after termination as
described in clause (i) above or within one (1) year after termination as a
result of Disability as described in clause (iii) above or Retirement under
clause (vi) below, then the Option may be exercised at any time within one (1)
year after the Optionee's death by the person or persons to whom the Optionee's
rights pass by transfer or Beneficiary Designation, as the case may be, or,
absent such a transfer or Beneficiary Designation, as the case may be, by the
person or persons to whom such rights under the Option shall pass by will or the
laws of descent and distribution; provided however, that an Option may be
exercised to the extent, and only to the extent, that the Option or portion
thereof was exercisable on the date of death or earlier termination.
<PAGE>
                  (vi) In the event an Optionee's employment terminates as a
result of Retirement, the Optionee may at any time within one (1) year after
termination of service by reason of Retirement, exercise such Options to the
extent, and only to the extent, the Options or portion thereof was exercisable
at the date of such termination.

         (B) EFFECT OF A CORPORATE CHANGE. In the event of a Corporate Change,
(1) all Options outstanding on the date of such Corporate Change shall 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) the greater of (i) the Fair Market Value, on the date
preceding the date of surrender of the Option Shares subject to the Option or
portion thereof surrendered, or (ii) the Adjusted Fair Market Value of the
Option Shares subject to the Option or portion thereof surrendered over (y) the
aggregate purchase price for such Option Shares under the Option or portion
thereof surrendered; provided however, that in the case of an Option granted
within six (6) months prior to the Corporate Change to any Optionee who may be
subject to liability under Section 16(b) of the Exchange Act, such Optionee
shall be entitled to surrender for cancellation his or her Option during the
sixty (60) day period commencing upon the expiration of six (6) months from the
date of grant of any such Option.

4. NON-TRANSFERABILITY OF OPTION. The Option or portion thereof may be
transferable or assignable to a member or members of the Optionee's "immediate
family," as such term is defined in Rule 16a-1(e) under the Exchange Act, or to
a trust for the benefit solely of a member or members of the Optionee's
immediate family, or to a partnership or other entity whose only owners are
members of the Optionee's immediate family (such transferee being a
"Participant"), subject to the terms and conditions of the Plan. No Option
granted under the Plan, nor any interest in such Option, may be sold, assigned,
conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner ,
other than pursuant to the Beneficiary Designation, by will or the laws of
descent and distribution or pursuant to a qualified domestic relations order.

5. RIGHTS OF THE OPTIONEE. No Optionee shall be deemed for any purpose to be the
owner of any Option Shares subject to any Option unless and until (a) the Option
shall have been exercised pursuant to the terms thereof, (b) the Company shall
have issued and delivered the Option Shares to the Optionee and (c) the
Optionee's name shall have been entered as a stockholder of record on the books
of the Company. Thereupon, the Optionee shall have full voting, dividend and
other ownership rights with respect to such Option Shares.

6. ADJUSTMENT. If the outstanding shares of common stock or other securities of
the Company, or both, for which an Option is then exercisable or as to which an
Option is to be settled shall at any time be changed or exchanged by declaration
of a stock dividend, stock split or reverse stock split, combination of shares,
recapitalization, or reorganization, the Committee or the Board shall
appropriately and equitably adjust the number and kind of shares of common stock
or other securities which are subject to the
<PAGE>
Plan or subject to any Options theretofore granted, and the exercise or
settlement prices of such Options, so as to maintain the proportionate number of
shares or other securities without changing the aggregate exercise or settlement
price; provided, however, that such adjustment shall be made only to the extent
that such adjustment will not affect the status of an Option intended to qualify
as "performance based compensation" under Code section 162(m). If the Company
recapitalizes or otherwise changes its capital structure, or merges,
consolidates, sells all of its assets or dissolves (each of the foregoing a
"Fundamental Change"), then thereafter upon any exercise of Options theretofore
granted, the Optionee or Participant shall be entitled to purchase under such
Options, in lieu of the number of shares of common stock as to which such
Options shall then be exercisable, the number and class of shares of stock,
securities, cash, property or other consideration to which the Optionee or
Participant would have been entitled pursuant to the terms of the Fundamental
Change if, immediately prior to such Fundamental Change, the Optionee or
Participant had been the holder of record of the number of shares of common
stock as to which such Option is then exercisable.

7. WITHHOLDING. Subject to limitations set forth in the Plan, the Company shall
have the right to deduct from any distribution of cash to any Optionee, an
amount equal to the federal, state and local income taxes and other amounts as
my be required by law to be withheld (the "Withholding for Taxes") with respect
to any Option. If an Optionee is entitled to receive Option Shares upon exercise
of an Option, the Optionee shall pay the Withholding for Taxes to the Company
prior to the issuance of such Option Shares. Notwithstanding the preceding
sentence, all or any portion of the taxes required to be withheld by the Company
or, if permitted by the Committee, desired to be paid by the Optionee, in
connection with the exercise of a Nonqualified Option, at the election of the
Optionee or Participant, may be paid by the Company by withholding shares of the
Company's capital stock otherwise issuable or subject to an Option, or by the
Optionee or Participant delivering previously owned shares of the Company's
capital stock, in each case having a Fair Market Value equal to the amount
required or elected to be withheld or paid. Any such election is subject to such
conditions or procedures as may be established by the Committee and may be
subject to disapproval by the Committee.

8. AMENDMENTS AND TERMINATION. The Board (or a duly authorized committee of the
Board) may amend, alter or discontinue the Plan at any time but, except as
provided pursuant to the anti-dilution adjustment of the Plan, no such amendment
shall, without the approval of the stockholders of the Company: (a) increase the
maximum number of shares of common stock for which Options may be granted under
the Plan; (b) reduce the price at which Options may be granted below the price
provided for in Section 6.2 of the Plan; (c) reduce the exercise price of
outstanding Options; (d) extend the term of this Plan; (e) change the class of
persons eligible to be Participants; (f) impair the rights of any Optionee
without such holder's consent.

9. BENEFICIARY DESIGNATION. The Optionee may file with the Company a written
designation of a beneficiary or beneficiaries under the Plan on the form found
in the Benefits Bookstore on HR Cafe and may from time to time revoke or amend
any such designation. Any designation of beneficiary shall be controlling over
any other disposition, testamentary or otherwise. Designating a beneficiary to
exercise the Option
<PAGE>
at death may in some jurisdictions (e.g., California) enable the Optionee to
avoid the inclusion of Options in the Optionee's probate estate at death. Such
Options will, however, still be included in the Optionee's estate for estate tax
purposes. If the Optionee does not make any designation, then the Optionee's
Options will pass by will or by applicable laws of descent and distribution.

10. OPTIONEE STATEMENT AND MODIFICATIONS. The Option granted to the Optionee
under this Agreement, the Grant Date, and its exercise price and vesting
schedule with respect thereto, shall be set forth on the Statement. The Optionee
hereby acknowledges and agrees that the Statement may be revised from time to
time by the Company to reflect additional grants of Options, exercises of
Options and any permitted modifications to the Plan and Options granted
thereunder. Unless the Optionee provides written notice to the Company's Stock
Option Administrator within thirty (30) days of receipt of the Statement at the
principal office of the Company in Calabasas, California, or such other
addresses as may be communicated to the Optionee, the Statement (including any
revisions incorporated therein) shall be binding on the Optionee, without
further notice to or acknowledgment by the Optionee. If no notice is received
from the Optionee within the thirty (30) day period, then the Optionee shall be
deemed to have acknowledged that the Statement is binding with respect to the
information contained therein.

         IN WITNESS WHEREOF, by clicking the Accept Button below, the Optionee
acknowledges acceptance of the terms and conditions of this Agreement.

                                Yes, I do accept
                   (Click here to view grant information. Use
                        your HR Cafe password to log in).


                              No, I do not accept
                If you do not accept, your grant will be voided.

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