Employment Agreement - AmeriCredit Corp. and Michael T. Miller


                    AMENDMENT NO. 1 TO AMENDED AND RESTATED
                             EMPLOYMENT AGREEMENT


     THIS AMENDMENT NO. 1, dated as of August 1, 1998, is made and entered into
by and between AmeriCredit Corp., a Texas corporation having an office at 200
Bailey Avenue, Fort Worth, Texas  76107 (hereinafter referred to as 'Employer'),
and Michael T. Miller, an executive employee of Employer (hereinafter referred
to as 'Executive').

     WHEREAS, Employer and Executive have previously entered into that certain
Amended and Restated Employment Agreement dated as of July 1, 1997 (the
'Employment Agreement').

     WHEREAS, Employer and Executive desire to amend the Employment Agreement to
make certain provisions thereof consistent with the terms of employment
agreements existing between Employer and certain other executives employed by
Employer.

     NOW, THEREFORE, in consideration of Executive's continued employment by
Employer and the mutual promises and covenants contained herein, the receipt and
sufficiency of which is hereby acknowledged, Employer and Executive intend by
this Amendment No. 1 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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The capacities in which Employee agrees to serve Employer and Subsidiary shall,
as of the date of this Amendment No. 1, be as follows:

         Executive Vice President and Chief Credit Officer  AmeriCredit Corp.

 Executive Vice President, Chief Credit Officer and Chief of Staff  AmeriCredit
       Financial Services, Inc. and Americredit Corporation of California

     2.  Amendment to Section 2.1  'Compensation and Benefits.'  The first
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sentence of Section 2.1 is hereby amended by deleting the number '$165,000' and
replacing it with the number '$255,000.'

     3.  Amendment to Section 7.3 - 'Effect of Termination.'  The second and
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third sentences of Section 7.3 are hereby amended in their entirety as follows:

     In the event of a Constructive Termination, Employee shall be entitled to
     receive, in a lump sum within 30 days after the date of the Constructive
     Termination, an amount equal to the remainder of Employee's current year's
     salary (undiscounted) plus the present value (employing a discount rate of
     8%) of two additional years' salary in effect immediately prior to the
     event giving rise to the Constructive Termination.  For purposes of this
     Section 7.3, the term 'salary' shall mean the sum of (i) the annual rate of
     compensation provided to Employee under Section 2.1 hereof immediately
     prior to the event giving rise to the Constructive Termination, plus (ii)
     the average annual cash bonuses or other cash incentive compensation paid
     to Employee by Employer for the three years in the three year period
     immediately preceding the year in which there shall occur a Constructive
     Termination.

 
     4.  Amendment to Section 8.1 -  'Employee's Non-Competition Obligation.'
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The second sentence of Section 8.1 is hereby amended to read in its entirety as
follows:

     During the existence of Employee's employment by Employer and Subsidiary
     hereunder and, if the employment of Employee is terminated by Employer for
     any reason pursuant to Section 6.2 or Employee voluntarily terminates his
     employment (unless such voluntary termination occurs within twelve months
     after a 'change in control,' as defined in Section 8A.1 hereof), for a
     period of three years from the date on which he shall cease to be employed
     by Employer or Subsidiary, Employee shall not, acting alone or in
     conjunction with others, directly or indirectly, and whether as principal,
     agent, officer, director, partner, employee, consultant, broker, dealer or
     otherwise, in any of the Business Territories (as defined below), engage in
     any business in competition with the business conducted by Employer,
     Subsidiary or any subsidiary of Employer or Subsidiary, whether for his own
     account or otherwise, or solicit, canvass or accept any business or
     transaction for or from any other company or business in competition with
     such business of Employer or Subsidiary in any of the Business Territories.

     5.  Effect of Amendments; Enforceability of Employment Agreement.  This
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Amendment No. 1 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. 1.  Except as otherwise expressly and
specifically amended or modified by this Amendment No. 1, 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:
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                                        Michael R. Barrington, Vice Chairman,
                                        President and Chief Operating Officer


                                     EXECUTIVE:



                                     ---------------------------------------    
                                     Michael T. Miller