Fitch Ratings Affirms TPref Funding II, Ltd.

CHICAGO -- Fitch Ratings affirms three classes of notes issued by TPref Funding II, Ltd., (TPref II). These affirmations are the result of Fitch's review process and are effective immediately:

--$220,000,000 class A-1 senior notes at 'AAA';

--$100,000,000 class A-2 senior notes at 'AAA';

--$196,000,000 class B senior subordinate notes at 'A-'.

TPref II is a collateralized debt obligation (CDO), which closed Oct. 29, 2002. TPref II is a static pool composed of bank and thrift trust preferred securities. Included in this review, Fitch Ratings performed a full analysis of the collateral included in the portfolio.

Since closing the collateral has continued to perform, with a slight improvement in the weighted average bank score as determined by the Fitch Bank Scoring Model. To date, there have been no obligors that have deferred interest payments at any time. According to the Nov. 8, 2005 trustee report, the senior and subordinate overcollateralization (OC) ratios have remained at 171.2% and 106.18%, and are in compliance with their performance triggers of 125.0% and 106.18%.

The rating on the class A notes addresses the likelihood that investors will receive timely payment of interest and ultimate payment of principal by the stated maturity date. The rating on the class B note addresses the likelihood that investors will receive ultimate payment of interest and ultimate payment of principal by the stated maturity date.

As a result of this analysis, Fitch has determined that the current ratings assigned to the senior and subordinate notes still reflect the current risk to noteholders. Fitch will continue to monitor and review this transaction for future rating adjustments. Additional deal information and historical data are available on the Fitch Ratings web site at www.fitchratings.com. For more information on Fitch's approach to rating CDOs of trust preferred securities, see the special report, 'Rating Criteria for U.S. Bank and Insurance Trust Preferred CDOs' dated Feb. 2, 2005 and available on Fitch's web site.

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, www.fitchratings.com. Published ratings, criteria and methodologies are available from this site, at all times. Fitch's code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance and other relevant policies and procedures are also available from the 'Code of Conduct' section of this site.