Fitch Rates Huntington CDO, Ltd./Inc. 'AAA/AA/BBB'.

NEW YORK -- Fitch has assigned ratings to the following notes issued by Huntington CDO, Ltd. and co-issuer Huntington CDO, Inc. (collectively, the co-issuers):

--$461,750,000 class A-1A first priority senior secured floating-rate notes due 2040 'AAA';

--$250,000 class A-1B first priority senior secured floating-rate notes due 2040 'AAA';

--$112,000,000 class A-2 second priority senior secured floating-rate notes due 2040 'AAA';

--$70,000,000 class B third priority senior secured floating-rate notes due 2040 'AA';

--$26,500,000 class C-1 fourth priority senior secured floating-rate notes due 2040 'BBB';

--$5,000,000 class C-2 fourth priority senior secured floating-rate notes due 2040 'BBB'.

The ratings on classes A-1A, A-1B, A-2 and B address the likelihood that investors will receive full and timely payments of interest, as per the governing documents, as well as the stated balance of principal by the legal final maturity date. The ratings of the class C-1 and class C-2 notes address the likelihood that investors will receive ultimate and compensating interest payments, as per the governing documents, as well as the stated balance of principal by the legal final maturity date.

The ratings are based upon the capital structure of the transaction, the quality of the collateral, and the overcollateralization and interest coverage tests provided for within the indenture. During the three-year reinvestment period, the collateral manager may trade up to 15% of the total portfolio balance annually on a discretionary basis.

The collateral portfolio will be managed by Western Asset Management Company (Western Asset), a wholly-owned subsidiary of Legg Mason. At the end of the 120 day ramp-up period the quality of the collateral will have a maximum Fitch weighted average rating factor (WARF) of 4.75 ('BBB/BBB-'). The proceeds of the notes will be used to purchase a portfolio of structured finance securities, consisting of approximately 70.33% residential mortgage-backed securities (RMBS), 13.57% commercial mortgage-backed securities (CMBS), 13.43% asset-backed securities (ABS), 2.67% collateralized debt obligations (CDOs).

A notable feature of the transaction includes the reverse turbo which allocates any remaining interest proceeds after the preference shareholders have achieved a dividend yield of 13% to redeem the class C notes until the principal balance is reduced to zero. The collateral manager can also enter into asset specific hedges with the effect of categorizing fixed securities as deemed-floating securities or floating securities as deemed-fixed securities while remaining within the transaction's covenanted fixed/floating collateral parameters. In addition, the collateral manager may reclassify underlying assets purchased by the CDO. The reclassified securities will result from the re-tranching of assets in the portfolio to achieve certain credit estimate levels.

The collateral manager, at any time, may sell defaulted, credit risk, credit improved, or equity securities, in addition to a 15% discretionary trading cap and may also reinvest the proceeds from the sale of credit risk and credit improved securities after the reinvestment period. The collateral manager may also designate uninvested proceeds as either interest or principal proceeds at its sole discretion so long as the portfolio has met its required aggregate principal balance and all tests and eligibility criteria are satisfied.

Western Asset, a wholly-owned subsidiary of Legg Mason, is a registered investment adviser headquartered in Pasadena, CA. Western Asset is one of the top five most active players in the structured products market. As of Dec. 31, 2004, it had $197.8 billion of assets under management, with 480 client relationships. Approximately $46 billion of its portfolio is structured products, representing more than 23% of total assets under management. The company has a total staff of 475, with an investment management team of 81 portfolio management professionals supported by 154 investment professionals. Western Asset received and currently maintains a 'CAM2' rating which was affirmed on Jan. 21, 2005.

For more information, see the presale report 'Huntington CDO, Ltd./Inc.,' available on the Fitch Ratings web site at www.fitchratings.com.