OVERVIEW

TOKYO (Standard & Poor's) Feb. 2, 2011--Standard & Poor's Ratings Services 
today placed on CreditWatch with negative implications its 'AAA (sf)' rating 
on the notes issued under the FILP Master Trust 2nd Special Purpose Co.'s 
series 1 transaction (see list below).

The notes issued under this transaction are backed by a pool of fiscal loans 
extended under the Japanese government's Fiscal Investment and Loan Program 
(FILP) to initially 12 government-related entities in Japan as obligors.

Following the lowering of the long-term sovereign credit ratings on Japan 
(AA-/Stable/A-1+) on Jan. 27, 2011, (see media release "Ratings On Japan 
Lowered To 'AA-'; Outlook Stable), about half of the assets in the portfolio 
underlying this transaction were downgraded by one notch. We placed the rating 
on the notes issued under this transaction on CreditWatch negative to review, 
among other factors, our pairwise correlation assumptions for 
government-related entities in the underlying asset portfolio, and to evaluate 
the credit stability of the notes. The simple average of the correlations 
between the 12 government-related entities has been 0.42 since August 2008. If 
our updated pairwise correlation assumptions remain at the same level, we see 
a likelihood of a downgrade. We aim to resolve the CreditWatch status within 
three months. 

The rating addresses the full and timely payment of interest and the ultimate 
full repayment of principal by the transaction's legal final maturity date (or 
by the revised legal final maturity date if this is changed during the term).


RELATED CRITERIA AND RESEARCH
"Principles-Based Rating Methodology for Global Structured Finance Securities,"
 published May 29, 2007.

RATINGS PLACED ON CREDITWATCH NEGATIVE
FILP Master Trust 2nd Special Purpose Co.
¥100 Billion Series 1 Notes 
To                  From      Initial issue amount  Legal Final Maturity 
AAA (sf)/Watch Neg  AAA (sf)  ¥100 bil.             June 2020         


A Japanese-language version of this media release is available on Standard & 
Poor's Research Online at www.researchonline.jp, or via CreditWire Japan on 
Bloomberg Professional at SPCJ .

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