Employment Agreement - AmeriCredit Corp. and Edward H. Esstman


         AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT


     THIS AMENDMENT NO. 2, dated as of August 7, 2001, is made and entered into
by and between AmeriCredit Corp. ("Employer"), AmeriCredit Financial Services,
Inc. ("Subsidiary"), and Edward H. Esstman ("Executive").

     WHEREAS, Employer, Subsidiary and Executive have previously entered into
that certain Amended and Restated Employment Agreement dated as of October 15,
1996, as amended by that certain Amendment No. 1 to Amended and Restated
Employment Agreement dated as of May 1, 1997 (together, the "Employment
Agreement").

     WHEREAS, since the execution of the Employment Agreement, due to the
continued growth and financial success of Employer and Subsidiary, and to
provide for an orderly transition of executive management, Employer, Subsidiary
and Executive desire to amend certain provisions of the Employment Agreement.

     NOW, THEREFORE, in consideration of Executive's continued employment by
Employer and Subsidiary and the mutual promises and covenants contained herein,
the receipt and sufficiency of which are hereby acknowledged, Employer,
Subsidiary and Executive intend by this Amendment No. 2 to modify and amend the
Employment Agreement as herein provided.

     1.  Amendment to Section 1.1 - "General Duties of Employer and Employee."
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Effective August 7, 2001, (i) Executive shall become a Vice Chairman of Employer
and of Subsidiary (until such time as such position may be changed as provided
in Section 1.1), and  (ii) Executive shall resign his other positions with
Employer and Subsidiary; provided, however, that Executive shall continue as a
member of the Board of Directors of Employer (but not as a member of the Board
of Directors of Subsidiary).  Executive shall continue to be employed by
Employer and Subsidiary, and Executive shall remain in the employ of Employer,
pursuant to the terms of this Agreement, as amended.

     2.  Amendment to Section 2.1 - "Compensation and Benefits."  Effective
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August 8 , 2001, Executive's current salary shall be $225,000 per annum while
employed hereunder.

     3.  Amendment to Section 2.5 - "Compensation and Benefits."  For the fiscal
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year ending June 30, 2002, Executive shall be eligible for a maximum bonus
opportunity of 125% of his base salary under Employer's Executive Bonus Program.
For subsequent fiscal years (i.e., fiscal years commencing on and after July 1,
2002), Executive's range of bonus opportunities will be determined by the Stock
Option/Compensation Committee of the Board of Directors in its sole discretion.

     4.  Amendment to Section 8.1 - "Change of Control."  Effective as of the
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date hereof, the first two (2) sentences of Section 8.1 shall be amended so as
to read as follows:

     Notwithstanding anything to the contrary otherwise provided herein, if a
     "change of control" (as defined below) of Employer occurs and within twelve
     (12) months from the date of such "change of control", Executive
     voluntarily terminates the employment relationship under this Agreement by
     giving sixty (60) days' written notice to Employer under Section 6.1 hereof
     or within such twelve (12) month period Employer gives written notice to
     Executive to terminate Executive's employment relationship without "due

 
     cause" pursuant to Section 6.4, or in the event that the Executive shall
     die or become disabled within such twelve (12) month, then, even though no
     longer employed by Employer, Executive (or, if applicable, Executive's
     legal representative or estate) shall be entitled to earned and vested
     bonuses at the date of termination plus a payment equal to the amount of
     Executive's salary (undiscounted), as "salary" is defined below, prorated
     for the remainder of the fiscal year in which the "change of control"
     occurs, plus the present value (employing a discount rate of 8%) of two
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     additional years' salary, payable at the option of the Executive (or his
     legal representative or estate) in either a lump sum within 30 days after
     the date of termination or annually over a three-year period.  For purposes
     of this Section 8.1, the term "salary" shall mean the sum of (i) the
     highest annual rate of compensation provided to Executive in any of the
     seven (7) fiscal years preceding the year in which there shall occur a
     "change of control," plus (ii) the highest annual cash bonus or other cash
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     incentive compensation paid to Executive in any of the seven (7) fiscal
     years preceding the year in which there shall occur a "change of control."

     5.  Amendment to Section 11.1 - "Miscellaneous - Notices."  The address for
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notices and other communications, for Employer, Subsidiary and Executive, is 801
Cherry Street, Suite 3900, Fort Worth, Texas 76102.

     6.  Effect of Amendments; Enforceability of Employment Agreement.  This
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Amendment No. 2 replaces all previous agreements and discussions relating to the
same or similar subject matters between Executive and Employer with respect to
the subject matter of this Amendment No. 2.  Except as otherwise expressly and
specifically amended or modified by this Amendment No. 2, the terms and
provisions of the Employment Agreement shall continue in full force and effect
on and after the date hereof.

 
     IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have
executed this Agreement as of the date first written above.

                              AMERICREDIT CORP.



                              By:___________________________
                                 Michael R. Barrington, Vice Chairman,
                                 Chief Executive Officer and President

                              AMERICREDIT FINANCIAL SERVICES, INC.
 

                              By:___________________________
                                 Daniel E. Berce, Vice Chairman and Chief
                                 Financial Officer

                              EXECUTIVE:



                              ______________________________
                              Edward H. Esstman