CWMBS $798.8MM Mortgage P-T Ctfs 2002-3 Rated By Fitch Ratings.

Business Editors

NEW YORK--(BUSINESS WIRE)--April 1, 2002

CWMBS, Inc.'s (CWMBS) $781 million mortgage pass-through certificates series 2002-3, CHL Mortgage Pass-Through Trust 2002-3 classes 1-A-1 through 1-A-12, 2-A-1 through 2-A-6, 3-A-1, PO and A-R (senior certificates) are rated 'AAA' by Fitch Ratings. In addition, Fitch rates the $5.8 million class 1-M certificates and the $3.2 million class C-M certificates 'AA', $2.6 million class 1-B-1 certificates and $1.2 million class C-B-1 certificates 'A', and $1.8 million class 1-B-2 certificates and $800,000 class C-B-2 certificates 'BBB'.

The 'AAA' rating on the 1-A-1 through 1-A-12, PO-1, and A-R senior certificates reflects the 3.15% subordination provided by the 1.45% class 1-M, the 0.65% class 1-B-1, the 0.45% class 1-B-2, and the 0.60% privately offered classes 1-B-3 through 1-B-5 certificates. Classes 1-M, 1-B-1 and 1-B-2 are rated 'AA', 'A', and 'BBB' based on their respective subordination.

The 'AAA' rating on the 2-A-1 through 2-A-6, 3-A-1, PO-2 and the PO-3 senior certificates reflects the 1.60% subordination provided by the 0.80% class C-M, the 0.30% class C-B-1, the 0.20% class C-B-2, and the 0.30% privately offered classes C-B-3 through C-B-5 certificates. Classes C-M, C-B-1 and C-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-12, PO-1, A-R, 1-M, and 1-B-1 through 1-B-5 will receive interest and/or principal from mortgage loan Group 1. Classes 2-A-1 through 2-A-6, 3-A-1, PO-2, PO-3, C-M, and C-B-1 through C-B-5 will receive interest and/or principal from mortgage loan Groups 2 and 3. In respect to Groups 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 it's 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 certificates are collateralized 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 (March 1, 2002), the mortgage pool demonstrates a weighted-average original loan-to-value ratio (OLTV) of 69.66%. Approximately 22.05% of the loans were originated under a reduced documentation program. Cash-out and rate/term refinance loans represent 27.49% and 42.07% of the mortgage pool, respectively. Second homes and investor properties account for 3.20% and 2.06% of the pool, respectively. The average loan balance is $438,195. The three states that represent the largest portion of mortgage loans are California (66.29%), Colorado (4.26%) and Texas (2.91%).

The Group 2 certificates are collateralized 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 (March 1, 2002), the mortgage pool demonstrates a weighted-average OLTV of 64.25%. Approximately 52.74% of the loans were originated under a reduced documentation program. Cash-out and rate/term refinance loans represent 25.33% and 54.03% of the mortgage pool, respectively. Second homes and investor properties account for 3.68% and 0.49% of the pool, respectively. The average loan balance is $466,533. The three states that represent the largest portion of mortgage loans are California (49.07%), New Jersey (6.01%) and Illinois (4.36%).

The Group 3 certificates are collateralized 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 (March 1, 2002), the mortgage pool demonstrates a weighted-average OLTV of 59.57%. Approximately 52.50% of the loans were originated under a reduced documentation program. Cash-out and rate/term refinance loans represent 21.19% and 66.80% of the mortgage pool, respectively. Second homes account for 4.14% of the pool. The average loan balance is $455,996. The three states that represent the largest portion of mortgage loans are California (51.78%), Texas (9.17%) and Pennsylvania (4.44%).

The collateral characteristics provided for Groups 1 through 3 are based off the 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 91.89% and 8.11% of the mortgage loans as of the cut-off date 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 loans 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. For federal income tax purposes, an election will be made to treat the trust fund as multiple real estate mortgage investment conduits (REMICs).