COUNTRYWIDE FINANCIAL CORP
EXHIBIT 10.90
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<TYPE>EX-10.90
<SEQUENCE>9
<FILENAME>v98358exv10w90.txt
<DESCRIPTION>EXHIBIT 10.90
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                                                                   EXHIBIT 10.90

                              AMENDMENT NUMBER FIVE
                        COUNTRYWIDE FINANCIAL CORPORATION
                             1992 STOCK OPTION PLAN

         WHEREAS, the Board of Directors of Countrywide Financial Corporation
(the "Company") declared a stock dividend effective as of April 12, 2004, which
represents a 3-for-2 split of the Company's common stock;

         WHEREAS, pursuant to Section 6(a) of the Countrywide Financial
Corporation 1992 Stock Option Plan (the "Plan"), the Compensation Committee of
the Board of Directors ("the Committee") or the Board shall conclusively
determine the appropriate adjustments, if any, to the maximum number and class
of shares or other stock or securities with respect to which Options may be
granted under the Plan, the number and class of Shares or other stock or
securities which are subject to outstanding Options granted under the Plan, and
the purchase price therefore, if applicable;

         NOW THEREFORE, the Plan is amended to read as follows effective April
12, 2004.

         1.       Section 4(a) is hereby deleted and new Section 4(a) is
                  inserted in its place as follows:

                           "(a)     The maximum number of Shares that may be
                           made the subject of Options granted under the Plan is
                           1,200,000 Shares (or the number and kind of shares of
                           stock or other securities to which such Shares are
                           adjusted upon a Change in Capitalization pursuant to
                           Section 6) and the Company shall reserve for the
                           purposes of the Plan, out of its authorized but
                           unissued Shares or out of Shares held in the
                           Company's treasury, or partly out of each, such
                           number of Shares as shall be determined by the
                           Board."

         2.       Section 6(a) is hereby deleted and new Section 6(a) is
                  inserted in its place as follows:

                           "(a)     Subject to Section 7, in the event of a
                           Change in Capitalization, the Committee or the Board
                           shall conclusively determine the appropriate
                           adjustments, if any, to the maximum number and class
                           of Shares or other stock or securities with respect
                           to which Options may be granted under the Plan, the
                           number and class of Shares or other stock or
                           securities which are subject to outstanding Options
                           granted under the Plan, and the purchase price
                           therefore, if applicable. In the event the Committee
                           or Board do not otherwise act pursuant to its
                           prescribed authority, that in the event of a stock
                           split, the number of shares available under the Plan
                           or subject to any individual limits or award type
                           limitations shall be automatically adjusted

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                  to reflect the ratio of the stock split. Additionally any
                  outstanding Awards shall be adjusted by proportionately
                  increasing the number of shares covered by, and for stock
                  options, proportionately decreasing the exercise price set
                  forth in, the applicable options."

         IN WITNESS WHEREOF, The Company has caused this Amendment Number Five
         to be executed by its duly authorized officer this 14th day of April,
         2004.

                                         Countrywide Financial Corporation

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

/s/ Gerard A. Healy
--------------------------------
Gerard A. Healy
Assistant Secretary


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