Director Emeritus Plan Termination Agreement – Countrywide Credit Industries, Inc.

Summary

Countrywide Credit Industries, Inc. has terminated its Director Emeritus Plan as of August 10, 2000, following a Board resolution. As a result, current non-employee directors received cash payments reflecting the present value of their benefits under the plan. The Board consulted an employee benefits firm, which confirmed that the termination and payments were fair and in line with competitive practices. This action was taken in the best interests of the company's shareholders.

EX-10.28 13 0013.txt DIRECTOR TERMINATION PLAN TERMINATION OF DIRECTOR EMERITUS PLAN On August 10, 2000, the Board of Directors of Countrywide Credit Industries, Inc. (the "Company") adopted a resolution terminating the Company's Director Emeritus Plan (the "Plan"). The Plan is described on pages 5 and 6 of the Company's most recent Proxy Statement for the Annual Meeting of Stockholders held on July 12, 2000. In connection with the Plan termination, each current non-employee director received a cash payment related to the present value of his benefits under the Plan. The cash payments were as follows: Jeffrey Cunningham $ 27,174 Ben M. Enis $ 394,857 Edwin Heller $ 281,742 Robert J. Donato $ 235,908 Michael Dougherty $ 60,068 Harley Snyder $ 366,633 Oscar Robertson $ 0 As part of their consideration of this proposal, the Board received an opinion from a nationally recognized employee benefits consulting firm that the termination of the Plan and providing the payments to the current, non-employee directors as set forth above is fair, meaning that the approach used in terminating the Plan (including the actuarial and other assumptions) is within the range of competitive practice, and considers the best interests of shareholders.