CWMBS' $748.5MM Mtge P-T Ctfs Series 2004-5 Rated By Fitch.

Business Editors

NEW YORK--(BUSINESS WIRE)--April 29, 2004

CWMBS, Inc.'s (CWMBS) CHL Mortgage Pass-Through Trust 2004-5 mortgage pass-through certificates are rated by Fitch Ratings as follows:

-- $727,873,906 classes 1-A-1 through 1-A-7, 2-A-1 through 2-A-26,

PO and A-R senior certificates 'AAA';

-- $10,876,000 class M 'AA';

-- $4,500,000 class B-1 'A';

-- $2,625,000 class B-2 'BBB';

-- $1,500,000 privately offered class B-3 'BB';

-- $1,125,000 privately offered class B-4 'B'.

The 'AAA' rating on the senior certificates reflects the 2.95% subordination provided by the 1.45% class M, 0.60% class B-1, 0.35% class B-2, 0.20% privately offered class B-3, 0.15% privately offered class B-4 and 0.20% privately offered class B-5 (not rated by Fitch). Classes M, B-1, B-2, B-3, and B-4 are rated 'AA', 'A', 'BBB', 'BB' and 'B' based on their respective subordination only.

Fitch believes the above credit enhancement will be adequate to support mortgagor defaults as well as bankruptcy, fraud, and special hazard losses in limited amounts. In addition, the ratings also reflect the quality of the underlying mortgage collateral, strength of the legal and financial structures and the master servicing capabilities of Countrywide Home Loans Servicing LP (Countrywide Servicing), rated 'RMS2+' by Fitch and a direct wholly owned subsidiary of Countrywide Home Loans, Inc. (CHL).

The Group 1 senior certificates are collateralized by a pool of conventional, fully amortizing, 25- to 30-year fixed-rate mortgage loans secured by first liens on one- to four-family residential properties. As of the cut-off date (April 1, 2004), the mortgage pool demonstrates an approximate weighted-average original loan-to-value (OLTV) ratio of 71.64%. Approximately 58.7% of the loans were originated under a reduced documentation (non-full/alternate) program. The weighted-average FICO credit score is approximately 737. Cash-out and rate/term refinance loans represent 14.01% and 40.95% of the mortgage pool, respectively. Second homes account for 4.46% of the pool. The average loan balance is $495,252. The three states that represent the largest portion of mortgage loans are California (55.65%), New Jersey (5.23%) and Maryland (3.20%).

The Group 2 senior certificates are collateralized by a pool of conventional, fully amortizing, 25- to 30-year fixed-rate mortgage loans secured by first liens on one- to four-family residential properties. As of the cut-off date, the mortgage pool demonstrates an approximate weighted-average OLTV of 71.31%. Approximately 50.7% of the loans were originated under a reduced documentation (non-full/alternate) program. The weighted-average FICO credit score is approximately 737. Cash-out and rate/term refinance loans represent 15.07% and 41.51% of the mortgage pool, respectively. Second homes account for 4.49% of the pool. The average loan balance is $507,948. The three states that represent the largest portion of mortgage loans are California (45.30%), Florida (4.45%) and New Jersey (4.35%).

None of the mortgage loans are 'high cost' loans as defined under any local, state or federal laws. For additional information on Fitch's rating criteria regarding predatory lending legislation, see the press release issued May 1, 2003 entitled, 'Fitch Revises Rating Criteria in Wake of Predatory Lending Legislation', available on the Fitch Ratings web site, 'www.fitchratings.com'.

Approximately 95.99% and 4.01% of the mortgage loans were originated under CHL's Standard Underwriting Guidelines and Expanded Underwriting Guidelines, respectively. Mortgage loans underwritten pursuant to the Expanded Underwriting Guidelines may have higher loan-to-value ratios, higher loan amounts, higher debt-to-income ratios and different documentation requirements than those associated with the Standard Underwriting Guidelines. In analyzing the collateral pool, Fitch adjusted its frequency of foreclosure and loss assumptions to account for the presence of these attributes.

CWMBS purchased the mortgage loans from CHL and deposited the loans in the trust, which issued the certificates, representing undivided beneficial ownership in the trust. The Bank of New York will serve as trustee. For federal income tax purposes, an election will be made to treat the trust fund as a real estate mortgage investment conduit (REMIC).