CWMBS $1.423B Mtge P-T Ctfs 2002-12 Rated By Fitch Ratings.

Business Editors

CWMBS, Inc.'s (CWMBS) $1,393.8 million Mortgage Pass-Through Trust series 2002-12, classes 1-A-1 through 1-A-27, 1-X, 2-A-1, 2-X, 3-A-1, 3-X, PO and A-R (senior certificates) are rated 'AAA' by Fitch Ratings. In addition, Fitch rates the $17.2 million class M certificates 'AA', $7.9 million class B-1 certificates 'A' and $4.3 million class B-2 certificates 'BBB'.

The 'AAA' rating on the senior certificates reflects the 2.60% total credit enhancement provided by the 1.20% class M, the 0.55% class B-1, the 0.30% class B-2 certificates and the 0.55% privately offered classes B-3 through B-5 certificates. Classes M, B-1 and B-2 are rated 'AA', 'A', and 'BBB' based on their respective subordination.

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), a direct wholly owned subsidiary of Countrywide Home Loans, Inc. (CHL).

The certificates represent ownership in a trust fund, which consists primarily of 3 separate Groups of mortgage loans. Classes 1-A-1 through 1-A-27, 1-X, PO-1 and A-R (Group 1 senior certificates) will receive interest and/or principal from mortgage loan Group 1. Classes 2-A-1, 2-X and PO-2 (Group 2 senior certificates) will receive interest and/or principal from mortgage loan Group 2. Classes 3-A-1, 3-X and PO-3 (Group 3 senior certificates) will receive interest and/or principal from mortgage loan Group 3. In respect to Groups 1, 2 and 3 if on any distribution date the available funds from one loan group is insufficient to make distributions of interest and/or principal on that related senior certificate group, available funds from the other loan group, after first making the interest and/or principal distribution on its related senior certificates, will be available to cover shortfalls of interest and/or principal distributions on the loan group's senior certificates, before any distributions of interest and/or principal are made to the subordinate certificates.

The Group 1 senior certificates are collateralized primarily by a pool of conventional, fully amortizing, 20- to 30-year fixed-rate, mortgage loans secured by first liens on one- to four-family residential properties. As of the cut-off date (June 1, 2002), the mortgage pool demonstrates an approximate weighted-average original loan-to-value ratio (OLTV) of 70.92%. Approximately 19.98% of the loans were originated under the Reduced Documentation Program. Cash-out refinance loans represent 19.73% of the mortgage pool, second homes 1.78% and investor properties 0.34%. The average loan balance is $434,226. The three states that represent the largest portion of mortgage loans are California (48.47%), New York (6.09%) and Virginia (5.81%).

The Group 2 senior certificates are collateralized primarily by a pool of conventional, fully amortizing, 10- to 15-year fixed-rate, mortgage loans secured by first liens on one-to four-family residential properties. As of the cut-off date (June 1, 2002), the mortgage pool demonstrates an approximate weighted-average original loan-to-value ratio (OLTV) of 61.71%. Approximately 0.50% and 47.61% of the loans were originated under the No Income/No Asset and Reduced Documentation Programs, respectively. Cash-out refinance loans represent 21.31% of the mortgage pool, and second homes 3.11%. The average loan balance is $469,628. The three states that represent the largest portion of mortgage loans are California (46.57%), New Jersey (6.37%) and Florida (3.43%).

The Group 3 senior certificates are collateralized primarily by a pool of conventional, fully amortizing, 10- to 15-year fixed-rate, mortgage loans secured by first liens on one-to four-family residential properties. As of the cut-off date (June 1, 2002), the mortgage pool demonstrates an approximate weighted-average OLTV of 64.00%. Approximately 2.60% and 42.34% of the loans were originated under the No Income/No Asset and Reduced Documentation Programs, respectively. Cash-out refinance loans represent 20.35% of the mortgage pool, second homes 2.63% and investor properties 0.81%. The average loan balance is $465,203. The three states that represent the largest portion of mortgage loans are California (46.39%), Florida (7.58%) and Texas (5.82%).

The collateral characteristics provided for Groups 1, 2 and 3 are based off the initial mortgage loans as of the cut-off date. Fitch ensures that the deposits of subsequent loans conform to representations made by Countrywide Home Loans, Inc.

Approximately 46.80% of the mortgage loans as of the cut-off date in Group 1, 93.13% in Group 2 and 87.00% in Group 3 were originated by CHL. All mortgage loans must meet credit, appraisal and underwriting standards acceptable to CHL. Approximately 33.62% of the Group 1 mortgage loans were originated or acquired in accordance with National City Mortgage Company's underwriting guidelines.

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. For federal income tax purposes, an election will be made to treat the trust fund as multiple real estate mortgage investment conduits (REMICs).