EXHIBIT 10.1 PERSONALIZED RELOCATION TERMS DOCUMENT ANDREW GISSINGER Countrywide will cover the following expenses in connection with your relocation from POWAY, CALIFORNIA to Hidden Hills, CALIFORNIA, according to your specified allowance stipulated...

                                                                    EXHIBIT 10.1

                     PERSONALIZED RELOCATION TERMS DOCUMENT
                                XXXXXX XXXXXXXXX

Countrywide will cover the following expenses in connection with your relocation
from POWAY, CALIFORNIA to Hidden Hills, CALIFORNIA, according to your specified
allowance stipulated by this Agreement:

The Parties realize all items stated herein may not cover actual costs of this
relocation. However, it is the intent of the Parties and of this Agreement to
cover reasonable out of pocket expenses for moving, interim housing and real
estate closing costs related to Xxxxxxxxx'x relocation. It is acknowledged
Xxxxxxxxx is building a new home in Hidden Hills, CA and shall move on
completion of new said residence. The effective start date for this Agreement
shall be 3/1/04. Eligible expenses covered may start 60 days prior to the
effective date.

Relocation must be completed within 12 months from the effective date of this
Agreement. If additional time is needed it should be brought to the manager's
attention for further discussion and approval, such approval shall not be
unreasonably withheld.

      1.    Duplicate housing costs will be reimbursed for a maximum of 2
            months. Appropriate duplicate housing costs include mortgage
            principal, interest, utilities, home owner association dues and
            monthly insurance costs. Countrywide will reimburse the costs of the
            Poway, CA home.

      2.    Countrywide Home Loans will purchase your Poway home. To determine
            the purchase price Gissinger will choose and request a Poway Realtor
            to provide a list of 5 local appraisers to Management for approval.
            Management will select two appraisers from the list. The appraisals
            will be based on standard appraisal practices with the resulting
            values to be with no more than a 5% variance between values. If the
            appraised values are greater than 5%, the employee will select a
            third appraiser from the original list and the value of the home
            will be determined by the average of the two closest values. The
            appraisal process will be finished within 60 days of the effective
            date. The guaranteed buyout will occur at the time that the employee
            has finalized his new home construction or within 1 year from
            Management's receipt of Poway appraisal(s). Countrywide will also
            reimburse the normal buyers closing costs and mortgage fees as
            required.

      3.    Countrywide will arrange for the shipment of your household goods
            using the Executive "White Glove" Service program provided by the
            vendors we have under contract. Moving expenses shall include
            packing, moving, unpacking and insurance for your normal household
            goods. Countrywide has contractual relationships with several moving
            companies. Moving arrangements should be made through the
            Countrywide Relocation Department with one of our designated moving
            vendors, based on the estimated charges. Countrywide will pay the
            moving vendor directly for all undisputed charges that are within
            the terms of this offer.

            -     Countrywide complies with federal Treasury regulations
                  regarding reimbursement of relocation expenses. Such
                  regulations include treating reimbursement of certain items as
                  taxable income, and withholding taxes from reimbursements to
                  the employee and from payments to third parties. Countrywide
                  will tax equalize payments for duplicate housing costs only to
                  eliminate the tax burden to you. A marginal tax rate of 48%
                  will be used to determine the correct gross up rate for this
                  benefit.

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                     PERSONALIZED RELOCATION TERMS DOCUMENT
                                XXXXXX XXXXXXXXX

            -     Relocation expenses may have other tax implications, depending
                  on laws governing their treatment at your state of origin
                  and/or destination. Employees should consult their accountants
                  for information on the tax implications of their relocation
                  expense reimbursements.

            -     Moving of household goods will be billed to Countrywide and is
                  not included as taxable or non-taxable income on your W-2.

ALL DOLLAR AMOUNTS REFLECT THE MAXIMUM REIMBURSABLE OR DIRECT EXPENSE ALLOWABLE
UNDER THIS AGREEMENT. All reimbursable expenses must be substantiated by
original receipts and documented on a relocation expense report through HR Cafe,
An account will be set up on the effective date of this Agreement. Expenses must
be submitted within 60 days of incurring the expense. You are not entitled to
any money for expenses not actually incurred but you may use excess allowance in
one category to cover expenses in another.

This program is offered at the sole discretion of Countrywide. REIMBURSEMENT OF
RELOCATION EXPENSES DOES NOT CONSTITUTE A GUARANTEE OF CONTINUED EMPLOYMENT WITH
COUNTRYWIDE. If you voluntarily terminate employment with Countrywide within six
months of your reimbursement you will be required to repay 100% of all
reimbursed expenses. If you voluntarily terminate employment after six months
but before one year after your reimbursement, you will be required to repay 50%
of all reimbursed expenses. If your employment is terminated for cause,
including violations of the law or corporate policy, willful misconduct or gross
negligence, you will be bound by the same repayment provisions as for voluntary
termination. Employees terminated due to lay-off for economic reasons will not
be required to repay the relocation reimbursements. Your signature on this offer
letter constitutes your agreement to this repayment provision.

Reimbursement of real estate transaction costs requires that employees apply for
a mortgage loan with Countrywide for the purchase of a residence.

You will not be reimbursed for any expenses in association with your relocation
until we receive this signed document.

  Xxxxxx Xxxxxxxxx, III                                           1/29/2004
--------------------------------                               ----------------
Employee Name (Please print)                                   Date

  /s/ Xxxxxx Xxxxxxxxx, III
--------------------------------
Employee Signature

  /s/ Xxxxxx Xxxxxx                                                1/29/2004
--------------------------------                               ----------------
Xxxxxx Xxxxxx (Signature)                                      Date

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