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
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
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Thomas H. Boone
Senior Managing Director,
Chief Administrative Officer
/s/ Gerard A. Healy
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Gerard A. Healy
Assistant Secretary