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        T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

          Thursday, February 25, 2010, Vol. 11, No. 039

                            Headlines



B E L G I U M

CARREFOUR SA: To Shut Down 21 Belgian Stores; 1,700 Jobs at Risk


C Z E C H   R E P U B L I C

PRAGUE CONGRESS: Prague to Invest CZK100 Mil. to Help Repay Debt
TEXTILE TECHNOLOGY: Czech Government Approves Liquidation

* CZECH REPUBLIC: Corporate Insolvencies Up 57% Last Year


G E R M A N Y

CONTINENTAL AG: Expects Sales to Rise by 5% in 2010
KABEL DEUTSCHLAND: Owners Mull Initial Public Offering


I R E L A N D

ARGON CAPITAL: Moody's Withdraws 'Caa2' Rating on Series 84 Notes
CLOVERIE PLC: Moody's Downgrades Ratings on Notes to 'Ba1'
OCELOT CDO: S&P Cuts Rating on EUR3 Mil. Class D Notes to 'B'
RAMFORD LTD: Has Unlimited Status to Operate as Going Concern


N E T H E R L A N D S

SGA SOCIETE: S&P Withdraws 'CCC-' Rating on EUR10 Mil. Notes
SMILE 2005: S&P Affirms Rating on Class E Notes at 'BB'
SNS BANK: Moody's Downgrades Ratings on Securities to 'Ba2'


S P A I N

BANKINTER, SA: Moody's Cuts Non-Cumulative Preferred Secs. to Ba1
BANCO POPULAR: Moody's Cuts Non-Cumulative Preferred Secs. to Ba2
BANCO ESPANOL: Moody's Cuts Non-Cumulative Preferred Secs. to Ba1
BANCO SABADELL: Moody's Cuts Non-Cumulative Preferred Secs. to Ba3
CM BANCAJA: S&P Puts 'BB-'Rated Class D Notes on Watch Negative

FONDO DE TITULIZACION: S&P Junks Rating on Class D Notes From B
PRISA: In Talks to Sell Stake to Help Repay EUR4.9 Mil. Debts


S W I T Z E R L A N D

PETROPLUS HOLDING: S&P Downgrades Corporate Credit Rating to 'B+'


T U R K E Y

DOGUS HOLDING: S&P Gives Positive Outlook; Affirms 'BB-/B' Rating


U K R A I N E

UKRTELECOM VAT: Wants to Delay Next Payment on US$500 Mil. Loan


U N I T E D   K I N G D O M

AERO INVENTORY: U.K. Serious Fraud Office to Probe Collapse
ALBA 2006-1: Fitch Affirms Rating on Class F Notes at 'CC'
CAPITAL GROWTH: Court Approves Settlement with British Telecom
PORTSMOUTH FOOTBALL: To Enter Into Administration on Friday
SPECIALITY RETAIL: Draws Up CVA Proposal to Avert Administration


X X X X X X X X

* Upcoming Meetings, Conferences and Seminars




                         *********



=============
B E L G I U M
=============


CARREFOUR SA: To Shut Down 21 Belgian Stores; 1,700 Jobs at Risk
----------------------------------------------------------------
Stanley Pignal at The Financial Times reports that Carrefour SA is
to slim down its operations in Belgium, cutting nearly 1,700 jobs
by shuttering 21 of its 627 stores.

The FT relates the company told employees that the cost-cutting
measures were inevitable after years of underperformance.

According to the FT, a further 20 superstores could be sold to
Groupe Mestdagh, a local competitor, though formal talks have not
yet started.

The FT says Carrefour Belgium's like-for-like sales have fallen
every year since 2005, as it has struggled to compete with old
Belgian rivals Delhaize and Colruyt, and faced the entry of
discounters Lidl and Aldi.

Gerard Lavinay, Carrefour's local manager, as cited by the FT,
said the operations had been structurally loss-making for years.

"These plans are indispensable to secure the future of Carrefour
in Belgium," the FT quoted Mr. Lavinay as saying.

The company admitted on Tuesday it had failed to cut costs
sufficiently to make the network of stores profitable, the FT
recounts.

The FT recalls group last week said it was reviewing its
operations in Belgium, its fifth-biggest of 32 foreign markets.
Its chief executive on Tuesday said it was not planning to exit
the country, where it employs 15,000 people, the FT notes.

Carrefour SA -- http://www.carrefour.com-- is a French company
that is primarily engaged in retail distribution.  The Company
operates a network of hypermarkets, supermarkets, hard discount
stores, convenience stores and cash-and-carry outlets.  The
Company's hypermarkets, under the Carrefour brand, offer a range
of food and non-food products.  Carrefour SA's supermarket chains
include Champion and GS brands, which primarily offer food,
clothing and household goods.  The Company's hard discount stores
include Dia, Ed and Minipreco, and offer a reduced selection of
products at discount prices.  Its convenience stores include Shopi
and Proxi and offer a range of convenience products and services.
Carrefour SA's cash-and-carry stores, such as Promocash and Docks
Market, offer wholesale products for businesses.  The Company also
offers Internet shopping through its online cyber-markets.
Carrefour SA has over 15,000 stores, either own or franchised.
The Company is present in 33 countries worldwide.


===========================
C Z E C H   R E P U B L I C
===========================


PRAGUE CONGRESS: Prague to Invest CZK100 Mil. to Help Repay Debt
----------------------------------------------------------------
CTK reports that Prague deputy mayor Milan Richter said that
Prague City Hall will invest CZK100 million in the share capital
of Prague Congress Centre (KCP) to cover its debt repayment for
this year.

According to the report, KCP has debts totaling about CZK2.2
billion.

In April, the Company is to repay around CZK230 million, otherwise
it faces bankruptcy, the report notes.

The city is going to put up a tender this year to find somebody
to restructure the debt, the report discloses.  KCP has to repay
the whole of its debt by 2014 at the latest, the report states.

KCP is 100% owned by the city of Prague.


TEXTILE TECHNOLOGY: Czech Government Approves Liquidation
---------------------------------------------------------
CTK reports that the Czech government approved on Monday
liquidation of the state-run company Textile Technology Institute.

The Bratislava, Slovakia-based company has been loss-making for a
long times, the report says, citing the government's Web site.

According to the report, the institute, which used to employ about
140 staff, has gradually lapsed into a difficult economic
situation owing to which it had to dismiss some employees and cut
working hours.

"It was not able to make contracts with clients for long periods
of time since there was no prospect for its further operation,"
the report quoted ministry spokesman Pavel Vlcek as saying.


* CZECH REPUBLIC: Corporate Insolvencies Up 57% Last Year
---------------------------------------------------------
CTK, citing Creditreform, reports that the number of companies in
insolvency in the Czech Republic increased by 57% to 4,570 last
year due to the economic crisis.

According to the report, Creditreform said the number of companies
in insolvency in the whole of Central and Eastern Europe grew by
40% to 47,000, while the number of insolvencies was up 22% to
185,000 in western Europe.


=============
G E R M A N Y
=============


CONTINENTAL AG: Expects Sales to Rise by 5% in 2010
---------------------------------------------------
Cornelius Rahn and Chris Reiter at Bloomberg News report that
Continental AG forecast growth in operating profit and revenue for
2010 as the global car market recovers and demand for replacement
tires increases.

Bloomberg relates Continental said Tuesday in a statement that
sales will rise at least 5%, leading to a "significant"
improvement in operating profit.

Continental, Bloomberg says, forecast 7% growth in car and light-
truck markets this year and gains of 2% or 4% in demand for
replacement tires in Europe and North America.

                            2009 Loss

According to Bloomberg, Continental said full-year net loss
widened to EUR1.65 billion, or EUR9.76 a share, from a loss of
EUR1.12 billion, or EUR6.84, a year earlier.  Earnings last year
were burdened by a writedown of EUR876 million at the three
automotive units, Bloomberg recounts.

Bloomberg says sales climbed 12% to EUR5.7 billion.

                          Debt Ratings

The company's debt is rated four steps below investment grade at
B+ by Standard & Poor's and Fitch Ratings and at an equivalent B1
by Moody's Investors Service, Bloomberg notes.  Bloomberg recalls
S&P said Jan. 21 that it may downgrade the debt, citing concern
that Schaeffler's credit quality may be lower than that of
Continental.  Schaeffler accumulated EUR12 billion in debt from
its takeover of Continental, Bloomberg states.

Continental Chief Executive Officer Elmar Degenhart, as cited by
Bloomberg, said the company aims to return to an investment-grade
debt rating within five years.

                            Debt Pile

Daniel Schafer at The Financial Times reports that about EUR8
billion of Continental's debt load is due in 2012, leaving it with
a refinancing risk and increasing the urgency for bond issues to
improve maturities.

The FT notes the car parts maker said it did not expect to further
bring down its net debt pile this year.

"Increasing investments, a further rise in working capital thanks
to an upturn in sales and the cash outflows for the restructuring
measures initiated in 2009 will significantly limit free cash flow
in 2010," the FT quoted Mr. Degenhart as saying.  "After repayment
with the cash from the capital increase, net indebtedness is not
expected to decrease considerably in 2010."

                       About Continental AG

Hanover, Germany-based Continental AG (OTC:CTTAY) --
http://www.conti-online.com/-- is an automotive industry
supplier.  The Company focuses its activities on the development,
production and distribution of products that improve driving
safety, driving dynamics and ride comfort.  It operates in six
divisions.  Chassis and Safety provides active and passive driving
safety, safety and chassis sensor systems, as well as chassis
components.  Powertrain focuses on engine systems, hybrid electric
drives, injection technology, and sensors and actuators, among
others.  Interior manufactures information management modules and
wireless mobile devices.  Passenger and Light Truck Tires provides
tires for passenger cars, motorcycles and bicycles.  Commercial
Vehicle Tires offers tires for trucks, as well as industrial and
off-the-road vehicles.  ContiTech specializes in the rubber and
plastics technology, offering parts, components and systems for
the automotive industry and other sectors.  In January 2009,
Schaeffler KG acquired 49.9% interest in the Company.


KABEL DEUTSCHLAND: Owners Mull Initial Public Offering
------------------------------------------------------
Providence Equity Partners Inc. and other owners of Kabel
Deutschland GmbH, Germany's biggest cable company, may raise as
much as EUR1 billion (US$1.36 billion) in an initial public
offering, Elisa Martinuzzi and Ragnhild Kjetland at Bloomberg News
report, citing a person involved in the deal.

Bloomberg relates Kabel Deutschland said Tuesday its shareholders
plan an IPO in Frankfurt.  According to Bloomberg, the person, who
declined to be identified because the talks are private, said the
owners plan to sell between 30% and 40% of the company.
The IPO plan comes after a person familiar with the matter said
Feb. 20 that Kabel Deutschland rejected bids of about EUR5.5
billion (US$7.5 billion) from firms including BC Partners Ltd.,
CVC Capital Partners Ltd. and Advent International Plc, Bloomberg
discloses.

"The owners only want to dispose of a small share because they are
convinced that Kabel Deutschland will create great value and wish
to maintain a large exposure to the operating performance of the
company," Bloomberg quoted Insa Calsow, a spokeswoman, as saying.
She declined to give details on the timing or the size of the IPO,
Bloomberg notes.

Kabel Deutschland, or KDG, -- http://www.kabeldeutschland.com/--
provides digital TV and radio, Internet, and telephone connections
via cable to more than a dozen of Germany's 16 states serving
about 15 million homes.  The company also offers mobile phone
service in conjunction with partner 02 (Germany).  It carries
about 33 networks in various cable, Internet, or phone only and
bundled packages, as well as pay-per-view offerings (under the
TV/Radio banner).  Cable access accounts for about three-quarters
of KDG's revenue.  Subsidiary TKS provides cable, Internet, and
phone access to NATO troops stationed in Germany. Investment firm
Providence Equity Partners owns KDG.

                           *     *     *

As reported by the Troubled Company Reporter-Europe on Jan. 19,
2010, Fitch Ratings said Kabel Deutschland's proposal to amend its
existing senior credit facilities is broadly credit neutral.  The
extension of a significant portion of its debt maturities would
reduce medium-term refinancing risk, but the positive impact of
such a move would be somewhat offset by other changes which
increase the probability of further acquisitions.

Fitch presently rates Kabel Deutschland Vertrieb und Service GmbH
& Co AG's Long-term Issuer Default Rating at 'BB-' with a Stable
Outlook.  The company's senior secured bank facilities are rated
'BB+', while the holding company Kabel Deutschland GmbH's senior
notes are rated 'BB-'.

KDG is proposing to extend the maturity of up to EUR1.3 billion of
its senior secured credit facility to March 2014.  This facility
accounts for EUR1.685 billion of KDG's bank borrowing in two
tranches of EUR1.15 billion and EUR535 million which mature in
March 2012 and March 2013 respectively.  If accepted by lenders,
the extension of a significant portion of KDG's debt maturity
would reduce the company's medium-term refinancing risk.  Together
with the company's improving operational and financial
performance, this would point to upward rating momentum.

However, according to Fitch, there is acquisition risk to
consider.  According to Fitch, other credit facility amendments
KDG is proposing point to a more tangible appetite for
acquisitions, in line with the company's publicly stated interest
in being an active consolidator of the German cable market.  The
amendments to the existing credit facilities would allow
acquisitions of up to EUR800 million in value.  Amongst other
changes, the ongoing covenant leverage test, following any major
acquisition of over EUR400 million in value, would widen by 0.50x
on the closing of such a transaction.  This is mitigated by the
fact that KDG is only permitted to close such a transaction if on
a 12-month look-forward basis at closing KDG's leverage remains
within 0.25x of the current covenant limit.


=============
I R E L A N D
=============


ARGON CAPITAL: Moody's Withdraws 'Caa2' Rating on Series 84 Notes
-----------------------------------------------------------------
Moody's Investors Service announced this rating action on the
notes issued by Argon Capital plc.

Issuer: Argon Capital plc - Series 84

  -- Series 84 EUR25,500,000 Limited Recourse Secured Variable
     Rate Credit-Linked Notes due 2047-1, Withdrawn; previously on
     April 23, 2009 Downgraded to Caa2

The rating action follows the full repurchase of the remaining
EUR2 million notes on December 30, 2009, at par.  On November 29,
2007, EUR23.5 million of the notes were repurchased at par,
thereby reducing the aggregate principal amount outstanding to
EUR2 million.


CLOVERIE PLC: Moody's Downgrades Ratings on Notes to 'Ba1'
----------------------------------------------------------
Moody's Investors Service has taken these rating actions on notes
issued by Cloverie Plc under the Series 2004-72, 2004-77 & 2005-04
(US Onyx).

  -- EUR30,000,000 Class C Secured Floating Rate Portfolio Linked
     Notes due 2024, Downgraded to Ba1; previously on April 23,
     2009 Confirmed at A1

  -- EUR50,000,000 Class C Secured Floating Rate Series 77,
     Downgraded to Ba1; previously on April 23, 2009 Confirmed at
     A1

  -- US$50,000,000 Class C Secured Floating Rate Series 2005-04,
     Downgraded to Ba1; previously on April 23, 2009 Confirmed at
     A1

This transaction is a synthetic collateralized debt obligation
backed by a static portfolio of US RMBS securities all originated
in 2004.  Upon a credit event, losses on the defaulted securities
are fixed at 20%.  This synthetic transaction is structured in
such a way to replicate certain features of cashflow transactions
through the use of excess spread and a payment waterfall.

Moody's explained that the rating actions taken are the result of
a deterioration of the credit quality of the reference portfolio.
This can be observed through a decline in the average credit
rating (as measured by an increase in the Weighted Average Rating
Factor or "WARF").  The current portfolio WARF is 262 versus a
WARF of 165 at the time of the previous rating action in April
2009.  Since the last rating actions on this transaction in April
2009, six portfolio assets have experienced a downgrade, ranging
from 2 to 7 notches.

In addition, Moody's notes a significant risk of credit event on
two portfolio securities, namely RASC Series 2004-KS7 Trust Class
A-II-B3, currently rated Caa2, and RASC Series 2004-KS9 Trust
Class A-II-3, rated B3.  The default of these two securities could
lead to losses on the rated notes as the credit enhancement is
thin (currently 0.73%) and the benefit provided by the excess
spread mechanism, which offsets losses by residual interest, is
uncertain and highly dependent on the timing of default and
amortization of the portfolio securities.  Moody's considers such
a risk as material and incompatible with investment grade rating.

Moody's also performed a number of sensitivity analyses with
various assumptions of weighted average life for each portfolio
security and for the rated liabilities.


OCELOT CDO: S&P Cuts Rating on EUR3 Mil. Class D Notes to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered and removed from
CreditWatch negative its credit ratings on 11 synthetic
collateralized debt obligation tranches issued by Ocelot CDO I PLC
under the Ocelot CDO II program.  At the same time, S&P withdrew
S&P's credit rating on series 2006-06.

S&P lowered its ratings on these tranches following its analysis
of the current credit quality of the portfolio and the effect that
its updated corporate CDO criteria have on these ratings.

On Sept. 17, S&P placed its ratings on 1,626 European cash flow,
hybrid, and synthetic CDO transactions on CreditWatch negative in
tandem with the publication of its updated criteria.

The rating actions also reflect its recalibration of the
parameters within its CDO Evaluator model in connection with S&P's
updated corporate CDO criteria.

In its review, S&P considered both the updated criteria and its
assessment of any credit deterioration the tranches have
experienced since its last review.  Accordingly, S&P has lowered
its ratings on the notes to the levels S&P views as commensurate
with its assessment of the credit risk of each tranche.

At the same time S&P withdrew the ratings on series 2006-06
following notification that the notes had redeemed early in full.

                           Ratings List

       Ratings Removed From Creditwatch Negative and Lowered

                         Ocelot CDO I PLC
EUR20 Million Class A Floating-Rate Mezzanine Notes Series 2005-01
                           (Ocelot II)

                      Rating
                      ------
             To                       From
             --                       ----
             BBB-                     A/Watch Neg

                         Ocelot CDO I PLC
EUR50 Million Class A Floating-Rate Mezzanine Notes Series 2006-02
                         (Ocelot CDO II)

                      Rating
                      ------
             To                       From
             --                       ----
             BBB-                     A/Watch Neg

                         Ocelot CDO I PLC
EUR2 Million Class A Floating-Rate Mezzanine Notes Series 2006-03
                          (Ocelot CDO II)

                      Rating
                      ------
             To                       From
             --                       ----
             BBB-                     A/Watch Neg

                         Ocelot CDO I PLC
EUR50 Million Class B Floating-Rate Mezzanine Notes Series 2005-02
                           (Ocelot II)

                      Rating
                      ------
             To                       From
             --                       ----
             BB                      BBB+/Watch Neg

                         Ocelot CDO I PLC
      EUR1.225 Million Class B Floating-Rate Mezzanine Notes
                   Series 2005-06 (Ocelot CDO II)

                      Rating
                      ------
             To                       From
             --                       ----
             BBp                      BBB+p/Watch Neg

                         Ocelot CDO I PLC
EUR1 Million Class C Floating-Rate Mezzanine Notes Series 2006-04
                         (Ocelot CDO II)

                      Rating
                      ------
             To                       From
             --                       ----
             BB                      BBB+/Watch Neg

                         Ocelot CDO I PLC
EUR2 Million Class C Floating-Rate Mezzanine Notes Series 2005-03
                           (Ocelot II)

                      Rating
                      ------
             To                       From
             --                       ----
             BB-                     BBB-/Watch Neg


                         Ocelot CDO I PLC
       EUR0.78 Million Class C Floating-Rate Mezzanine Notes
                          Series 2005-07
                         (Ocelot CDO II)

                      Rating
                      ------
             To                       From
             --                       ----
             BB-p                     BBB-p/Watch Neg

                         Ocelot CDO I PLC
EUR3 Million Class D Floating-Rate Mezzanine Notes Series 2005-04
                         (Ocelot CDO II)

                      Rating
                      ------
             To                       From
             --                       ----
             B                      B+/Watch Neg

                         Ocelot CDO I PLC
      EUR0.61 Million Class D Floating-Rate Mezzanine Notes
                          Series 2005-08
                         (Ocelot CDO II)

                      Rating
                      ------
             To                       From
             --                       ----
             Bp                      B+p/Watch Neg

Ratings Removed From Creditwatch Negative, Lowered and Withdrawn

                         Ocelot CDO I PLC
US$10 Million Class A Floating-Rate Mezzanine Notes Series 2006-06
                         (Ocelot CDO II)

                      Rating
                      ------
             To                       From
             --                       ----
             BBB-                     A/Watch Neg
             NR                       BBB-

               P -- Local currency principal rating.


RAMFORD LTD: Has Unlimited Status to Operate as Going Concern
-------------------------------------------------------------
Ramford Ltd., one of developer Joe O'Reilly's companies, has
unlimited status, to operate as a "going concern" following
support from banks, Emmet Oliver at Irish Independent reports,
citing BDO Simpson Xavier, the firm's auditors.

Ramford has unlimited status, meaning it doesn't have to file a
full profit-and-loss account with the Irish Companies Registration
Office, the report says.

According to the report, an "emphasis of matter" note placed by
auditors on Ramford's account states: "In forming our opinion we
have considered the adequacy of the disclosure note . . . to the
financial statements concerning the company's ability to continue
as a going concern, the validity of which depends on the continued
support of the company's bankers".

Citing company filings, the report says many of O'Reilly's firms
are backed by Anglo Irish Bank, with UK lender Barclays also
providing finance -- to Ramford in particular.

Ramford Ltd. is building the Grand Canal Theatre in Dublin's
Docklands and was recently in court bringing proceedings against
Harry Crosbie, according to Irish Independent.


=====================
N E T H E R L A N D S
=====================


SGA SOCIETE: S&P Withdraws 'CCC-' Rating on EUR10 Mil. Notes
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'CCC-' credit
rating on SGA Societe Generale Acceptance N.V.'s EUR10 million
Giverny floating-rate credit-linked notes series 6942/04-09.

The rating withdrawal follows the arranger's notification to us
that the issuer recently fully repurchased the notes for
cancellation.


SMILE 2005: S&P Affirms Rating on Class E Notes at 'BB'
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its credit ratings on
Smile 2005 Synthetic B.V.'s class A2, B, C, D, and E notes.

S&P has based its affirmation on an updated assessment of the
adequacy of the outstanding levels of credit enhancement to
withstand a series of stresses on the loan portfolio.

ABN AMRO Bank N.V. set up Smile 2005 to transfer the credit risk
associated with a pool of loans to Dutch small and midsize
enterprises.

Several factors support S&P's affirmation: Amortization of the
reference collateral loan portfolio, robust performance, and the
trapping of synthetic excess spread.

Since closing in December 2005, the reference pool has amortized
to a large extent: The current pool factor is 32%.  In parallel,
the outstanding notional of the notes has significantly reduced
(32% of the original note balance), with the class A1 notes having
been redeemed in full.

At closing, the transaction sized the credit enhancement levels
for the portfolio using an actuarial approach.  S&P analyzed the
transaction's enhancement levels as a function of a stressed
annual gross loss rate.  For this S&P used ABN AMRO's loss
experience in corporate lending, rating multiples applied to each
rating category, the defined cumulative net loss trigger, and the
recovery rate.

In S&P's recent analysis of loss rates, S&P found that since
closing the transaction has experienced aggregated defaults of
0.94% of the reference portfolio, which is still below its base
case assumption made at closing.  In addition, observed recoveries
have so far been higher than those S&P assumed as a base case.

The transaction benefits from synthetic excess spread.  Under the
terms of the credit default swap between ABN AMRO and Smile 2005,
the swap counterparty credits 25 bps of the outstanding principal
balance annually to a synthetic excess spread ledger.  Smile 2005
reduces the synthetic ledger's balance to cover credit events.  It
also uses the ledger to restore the balance of any funded note
that it may have written down due to protection payments to ABN
AMRO.

This synthetic excess spread ledger mechanism provides credit
enhancement to the rated notes.  As of January 2010, the ledger's
balance was EUR30 million, or 1.39% of the outstanding balance.
This amount supports the ratings throughout the capital structure.

                          Ratings List

                        Ratings Affirmed

                    Smile 2005 Synthetic B.V.
        EUR6.75 Billion Asset-Backed Floating-Rate Notes

                       Class       Rating
                       -----       ------
                       A2         AAA
                       B          AA
                       C          A
                       D          BBB
                       E          BB


SNS BANK: Moody's Downgrades Ratings on Securities to 'Ba2'
-----------------------------------------------------------
Moody's Investors Service has downgraded the bank financial
strength rating of SNS Bank N.V. to C- (mapping to a baseline
credit assessment of Baa2) from C, its long-term senior debt
rating to A3 from A2, the bank's short-term debt and deposit
ratings to Prime-2 from Prime-1 and the non-cumulative capital
securities issued by SNS Bank to Ba2 from Baa1.  At the same time,
the rating agency has confirmed the A2 insurance financial
strength ratings of SNS REAAL's insurance operations and the Baa1
senior debt rating of SNS REAAL N.V., the holding company of the
Group.  All long-term ratings have been assigned a negative
outlook.  This rating action concludes the review for possible
downgrade on SNS REAAL's ratings initiated on 22 October 2009.

The rating agency also confirmed the rating of some selected
hybrid instruments issued by SNS REAAL N.V. (EUR250 million 6.258%
capital securities) and SNS Bank N.V. (EUR39 million 7.625%
perpetual subordinated notes), concluding the review for possible
downgrade on these instruments initiated on 8 September 2009.  The
outlook on the two securities is negative.

                         SNS Bank Ratings

Moody's review, during which it carried out a scenario analysis of
how expected losses would affect SNS Bank's asset quality,
earnings and capitalization, showed that the bank's BFSR would
potentially be weakened by further deterioration in its financial
performance as a result of the economic downturn.

Moody's rating action on SNS Bank was triggered by the significant
worsening of the bank's asset quality and notably by the high
level of impairments stemming mainly from SNS Property Finance,
Given the downturn of the real estate markets, the rating agency
also cautions about further losses on the bank's predominant asset
class: residential mortgages (75% of the customer loan portfolio).
Furthermore, Moody's notes the decrease in the bank's
profitability in 2009 in its core business, retail banking, mainly
resulting from high cost of funding.

SNS Bank is primarily a mortgage lender in the Netherlands, a
business generating low but stable revenues and relatively low
risk.  The bank's risk profile has, however, increased with the
development of SNS Property Finance activities in investment
management and project financing up to mid-2009.  The SNS Property
Finance EUR13.2 billion outstanding loans accounts for 20% of the
customer loan portfolio and includes real estate investment
(EUR7.7 billion) and project financing (EUR5.5 billion) mainly in
the Netherlands (73%) but also abroad with some significant
exposure to the US.  The EUR418 million impairments registered by
SNS Property Finance in 2009 largely stems from SNS's
international project financing activities.  Although the bank has
announced the run-off of its international project financing
portfolio and its focus on Dutch business exclusively, the
decrease in the bank's exposure will be gradual and is likely to
be completed only by end-2012.  Moody's therefore expects further
high impairments from this portfolio.  A further risk is presented
by the high level of industry concentration -- especially in the
construction and property industries -- in SNS Bank's loan
portfolio in the Dutch commercial and residential real estate
markets in the context of the current downturn.

Moody's also notes that the bank's profitability is structurally
low and pressurized given the prominence of its mortgage business
in the Netherlands, which we view as a very competitive market.
In 2009, SNS Bank's profitability has further deteriorated not
only due to high impairments but also as a result of lower net
interest income at SNS Retail Bank.  The bank has suffered from
high funding costs primarily linked to low margin from savings.
Moody's believes that SNS Retail Bank is likely to improve its
profitability in 2010 given its increasing margins since the
fourth quarter of 2009 in its core businesses, residential
mortgages and savings, which have seen a rise in their market
shares to 9.1% and 8.7% respectively.  Additionally, SNS Bank is
implementing a cost reduction plan within SNS Retail Bank, which
should have positive effects in 2010.  However, Moody's notes that
potential improvements at SNS Retail Bank may not be sufficient to
offset additional allowances against expected losses at SNS
Property Finance.  SNS Bank remains indeed significantly reliant
on wholesale funding and will have to refinance significant
amounts of maturing debt in 2010.  Adequate bank's cost of funding
going forward will therefore be monitored by Moody's as one of the
key elements for the bank to restore its profitability levels.

Moody's adds that SNS Bank's capital ratios (core Tier 1: 8.3%,
Tier 1: 10.7%) provide some loss absorption capacity to the bank.
However, a capital contribution of EUR150 million from SNS REAAL
has been necessary to maintain such capital ratios.  Given that
the bank's impairments are expected to remain high in 2010 and
that the bank's capacity to generate earnings is limited, Moody's
does not rule out the need for further contributions from SNS
REAAL.

The negative outlook reflects our concerns with regard to SNS
Bank's deteriorating asset quality.  Moody's expects that an
increase of provisioning levels will be necessary in 2010, thereby
affecting SNS Bank's results significantly.  Moody's adds that
potential improvements in SNS Retail Bank's profitability might be
offset by the bank's high cost of funding in the future, and might
therefore not prove sufficient to cover additional provisioning
requirements.

                   Reaal Verzekeringen Ratings

Moody's confirmed the A2 IFSRs of REAAL Schadeverzekeringen N.V.
and REAAL Levensverzekeringen N.V., and assigned a negative
outlook to these ratings.  Moody's also said that it will withdraw
REAAL Levensverzekeringen's rating due to corporate reorganization
(please refer to Moody's rating withdrawal policy available on
www.moodys.com), and that it assigned an A2 first-time IFSR to
SRLEV N.V., the newly formed insurance entity resulting from the
merger of the formers Zwitserleven N.V. and REAAL
Levensverzekeringen.  This rating also carries a negative outlook.

The confirmation of REAAL Levensverzekeringen and REAAL
Schadeverzekeringen's ratings reflects the improvements in
underlying earnings of REAAL Verzekeringen throughout 2009, its
reduced asset risk and Moody's consequent expectations of a low
level of impairments for 2010, and its good capital position,
supported by the outstanding amount of hybrids issued to the
Foundation and to the Dutch government.

The negative outlook reflects the potential pressure on the life
profitability, as the Dutch insurance market remains very
challenging, and on the capitalization of the insurance
operations, resulting from (i) some potential transfer of capital
to support the banking operations' solvency ratios, as experienced
in 2009, and (ii) the Group's intention to repay the hybrids
issued to the Dutch government and to the Foundation, and the
uncertainties on the extent to which SNS REAAL will be able to
rely on generated earnings or on a capital increase to achieve
this goal.  SNS REAAL may use some of the capital buffers
available at the insurance operations level to repay this money,
which Moody's sees as a potential negative rating driver.  The
negative outlook also reflects Moody's opinion that the financial
flexibility of the Group will remained constrained in the next 12
to 18 months, primarily due to a low fixed charge coverage ratio.

Although REAAL Verzekeringen's solvency I ratio has improved from
176% to 230% in 2009, Moody's notes that most of this improvement
is explained by volatile and market-dependent components (e.g.
unrealized gains, excess reserves in accordance with the Dutch
legislation), while retained earnings have contributed to a lower
extent to this improvement.  Therefore, Moody's considers that the
currently good capitalization of SNS REAAL is still reliant on the
money received from the Foundation and the Dutch government.

Furthermore, despite improvements in underlying earnings, REAAL
Verzekeringen's profitability from insurance operations is still
under pressure, according to Moody's.  SNS REAAL distributes many
traditional life insurance products with a relatively high
guarantee, and given the currently low interest rate environment,
Moody's believes that the margins on the life operations will
remain tight, notwithstanding the fact that the Group is
dynamically hedging its exposure to interest rate risk.  The
rating agency estimates that the duration gap (between the assets
and the liabilities of REAAL Verzekeringen) is relatively large,
leaving the insurance company with a significant reinvestment
risk.

Moody's notes positively that the Dutch group is engaged in a cost
saving programme, aimed at reducing the level of expenses by
EUR150 million in 2010 compared to 2008.  However, Moody's also
notes that the Dutch insurance market is highly competitive, and
recent legislation has further facilitated the direct competition
between banking products and insurance products, which places
additional pressure on life insurers' top line.

According to Moody's, key developments that could pose negative
rating implications for REAAL Schadeverzekeringen and SRLEV
primarily include a depletion of capital resources, as evidenced
for example by an upstream of capital to the Group holding
company, either to support the capitalization of the bank or the
repayment of the hybrids issued to the Foundation and the Dutch
government, without replacing it to a significant degree by high-
quality capital (e.g. retained earnings or new equity).
Maintaining good levels of profitability and financial flexibility
is also a significant challenge that is likely to influence the
options available for the Group to repay the State aid.  As a
result, a deterioration in underlying earnings with the underlying
return on equity decreasing below 5%, which would negatively
impact earnings coverage as well, would also weigh on the ratings.

                     Holding Company Ratings

Moody's confirmed the Baa1 senior debt rating of SNS REAAL N.V.,
and assigned a negative outlook to this rating, reflecting the
actions taken on the ratings of the Group's operating companies.

The Baa1 senior debt rating continues to reflect the combination
of the credit strengths of the banking and insurance operations of
SNS REAAL, the specific credit benefit that the Group enjoys as a
diversified financial conglomerate, the systemic support that
would be available to the banking units and the resulting benefits
attributable to the holding operations, and the structural
subordination of the revenues that the Group receives in the form
of dividends from operating companies.

The confirmation of the rating also reflects the slightly positive
consolidated results in 2009, as improvements at the insurance
level have offset growing impairments at the bank level, and the
resilient capitalization of both insurance and banking operations.

The negative outlook reflects the negative outlook on the ratings
related to both the banking and the insurance operations.  More
specifically, it reflects the pressure on the Group's
profitability as well as the pressure on the Group's financial
flexibility.  Although Moody's estimates that the financial
leverage of the Group remains at a moderate level, thanks to a
good capitalization enhanced by the core Tier 1 securities, the
fixed charge coverage ratio appears to be increasingly
constrained, with recent issuance of hybrids made at very high
cost.

According to Moody's, a downgrade of the insurance ratings and/or
of the bank ratings would likely result in a downgrade of the
holding company ratings.

          SNS Bank's Non-Cumulative Capital Securities

Moody's downgrade of its ratings on the non-cumulative capital
securities issued by SNS Bank to Ba2 outlook negative from Baa1 is
in line with its revised Guidelines for Rating Bank Hybrids and
Subordinated Debt published in November 2009 and takes into
account the downgrade of SNS Bank's BFSR to C-, negative outlook.

The starting point in Moody's revised approach to rating hybrid
securities is the Adjusted Baseline Credit Assessment.  The
Adjusted BCA reflects the bank's standalone credit strength,
including the probability of parental and/or cooperative support,
if applicable.  The Adjusted BCA excludes systemic support
expectations.

The Adjusted BCA for SNS Bank is Baa2 and is the same as the BCA
as parental and/or cooperative support does not apply.  The
ratings of the non-cumulative capital securities were downgraded
to Ba2, which is three notches below the Adjusted BCA due to their
deeply subordinated claim in liquidation and the mandatory non-
cumulative coupon skip mechanism tied to the breach of a balance
sheet loss trigger.

     SNS Reaal's Capital Securities and Sns Bank's Perpetual
                        Subordinated Debt

Moody's confirmed the Ba1 rating of the EUR250 million 6.258%
capital securities issued by SNS REAAL N.V., as well as the Baa3
rating of the 7.625% perpetual subordinated notes issued by SNS
Bank.  These ratings have been assigned a negative outlook.

On September 8, 2009, Moody's downgraded the ratings of these
instruments and placed them on review for possible downgrade.
Moody's notes that the Group received final approval from the EC
for the capital support by the Dutch State.  Consequently, the
confirmation reflects the fact that the EC has not requested that
the holding company defers any coupon on these securities.  The
confirmation of the ratings also reflects the subordination of the
instruments, their mandatory and optional deferral triggers, as
well as the cumulative coupon payment (at least during five years
for securities issued by SNS REAAL), hence limiting the loss
severity of a coupon deferral if this were to materialize.

List Of Sns Bank Ratings (Including Hybrids)

These ratings have been downgraded and assigned a negative
outlook:

* SNS Bank N.V. -- bank financial strength rating to C- from C;

* SNS Bank N.V. -- senior unsecured debt rating and long term bank
  deposit rating to A3 from A2;

* SNS Bank N.V. -- subordinated debt rating to Baa1 from A3;

* SNS Bank N.V. EUR11 million 5.75% capital securities
  (XS0172565482) -- preferred stock rating to Ba2 from Baa1;

* SNS Bank N.V. EUR320 million 11.25% capital securities
  (XS0468954523) -- preferred stock rating to Ba2 from Baa1;

This rating has been confirmed and assigned a negative outlook:

* SNS Bank N.V. -- EUR39 million 7.625% perpetual subordinated
  debt (XS0112493969) -- junior subordinated debt rating at Baa3.

These ratings have been downgraded:

* SNS Bank N.V. -- short-term bank deposit rating and other short-
  term ratings to Prime-2 from Prime-1.

               List Of Reaal Verzekeringen Ratings

These ratings have been confirmed and assigned a negative outlook:

  - REAAL Levensverzekeringen N.V. -- insurance financial strength
    rating at A2 (this rating will be subsequently withdrawn for
    business reasons);

  - REAAL Schadeverzekeringen N.V. -- insurance financial strength
    rating at A2.

This rating has been assigned with a negative outlook:

  - SRLEV N.V. -- insurance financial strength rating at A2.

LIST OF SNS REAAL RATINGS (INCLUDING HYBRIDS)

These ratings have been confirmed and assigned a negative outlook:

  - SNS REAAL N.V. -- senior unsecured debt rating at Baa1;

  - SNS REAAL N.V. -- subordinated debt rating at Baa2;

  - SNS REAAL N.V. EUR250 million 6.258% capital securities
    (XS0310904155) -- preferred stock rating at Ba1.

The last rating action on SNS REAAL, REAAL Schadeverzekeringen,
REAAL Levensverzekeringen and SNS Bank was on October 22, 2009,
when Moody's placed all SNS REAAL's ratings on review for possible
downgrade.

SNS REAAL is a bancassurance group headquartered in Utrecht, the
Netherlands.  Focusing on the Dutch market, it reported total
income of EUR8.5 billion in 2009 and had shareholders' equity of
EUR5.1 billion as of 31 December 2009.

SNS Bank, headquartered in Utrecht, the Netherlands, had total
assets of EUR80.3 billion and reported shareholders' equity
(including minority interest) of EUR2.4 billion as of December 31,
2009.

REAAL Verzekeringen, headquartered in Utrecht, the Netherlands,
had total assets of EUR53.6 billion and reported shareholders'
equity (including minority interest) of EUR3.3 billion as of
December 31, 2009.


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S P A I N
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BANKINTER, SA: Moody's Cuts Non-Cumulative Preferred Secs. to Ba1
-----------------------------------------------------------------
Moody's Investors Service downgraded its ratings on Spanish hybrid
securities, in line with its revised Guidelines for Rating Bank
Hybrids and Subordinated Debt, published in November 2009.  This
concludes the review for possible downgrade on these ratings
initiated on November 18, 2009.

Prior to the global financial crisis, Moody's had incorporated
into its ratings an assumption that support provided by national
governments and central banks to shore up a troubled bank would,
to a large extent, benefit the subordinated debt holders as well
as the senior creditors.  However, during the crisis, systemic
support for these instruments has not been forthcoming in many
cases.  The revised methodology has therefore largely removed
previous assumptions regarding systemic support, resulting in the
rating action.  In addition, the revised methodology generally
widens the notching on a hybrid's rating that is based on the
instrument's features.

                     Rating Action in Detail

The starting point in Moody's revised approach to rating hybrid
securities is the Adjusted Baseline Credit Assessment (Adjusted
BCA).  The Adjusted BCA reflects a bank's standalone credit
strength, including parental and/or cooperative support, if
applicable.  The Adjusted BCA excludes any expectation of systemic
support.

The characteristics of rated Spanish junior subordinated debt
instruments and non-cumulative preference shares are fairly
standardized:

* The loss absorption for rated junior subordinated debt while the
  issuer remains a going concern stems from the permanent
  principal write-down feature and the cumulative deferral nature
  of its coupon.  These instruments have a junior subordinated
  claim in liquidation.  Coupon deferral is optional if the profit
  and loss account does not show a profit and although the
  permanent principal write down clause implies that there could
  be losses on principal outside liquidation, this can only happen
  after the unlikely event that shareholder's equity has been
  reduced to zero and reserves are exhausted.  This means that,
  unless stated otherwise, these instruments are rated one notch
  below the Adjusted BCA.

Moody's notes that it does not rate any junior subordinated debt
issued under the new features approved for these instruments in
Circular 3/2008 of Bank of Spain.

* The loss absorption for non-cumulative preferred securities
  while the issuer remains a going concern stems from the
  permanent principal write-down feature and the non-cumulative
  deferral nature of their coupon.  Coupon skip is mandatory if
  the issuer does not have sufficient net profits or is below
  minimum regulatory capital requirements and although the
  permanent principal write down clause implies that there could
  be losses on principal outside liquidation, this can only happen
  after the unlikely event that shareholder's equity has been
  reduced to zero and reserves are exhausted.  Together with their
  deeply subordinated claim in liquidation, this means that,
  unless stated otherwise, these instruments are rated four
  notches below the Adjusted BCA.

The rating actions on each Spanish bank are:

1) Banco Santander, S.A.

The Adjusted BCA for Banco Santander is A1, which is the same
level as its unadjusted BCA.

These securities issued by Banco Santander's subsidiaries were
affected by this rating action:

* Junior subordinated debt (Upper Tier 2): Downgraded to A2 from
  A1.  These instruments were issued by Santander Central Hispano
  Fin. Serv. Ltd and Santander Perpetual, S.A. Unipersonal,
  subsidiaries of Banco Santander, guaranteed by Banco Santander.

* Non-cumulative preferred securities: Downgraded to Baa2 from A2.

These instruments were issued by Santander Finance Capital, S.A.
Unipersonal, Santander Finance Preferred, S.A. Unipersonal and
Santander International Preferred, S.A. Unipersonal, subsidiaries
of Banco Santander, guaranteed by Banco Santander.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Banco Santander's
B- BFSR and corresponding A1 BCA.

2) Banco Bilbao Vizcaya Argentaria, S.A.

The Adjusted BCA for BBVA is A1, which is the same level as its
unadjusted BCA.

These securities issued by BBVA's subsidiaries were affected by
this rating action:

* Non-cumulative preferred securities: Downgraded to Baa2 from A2.
  These instruments were issued by BBVA Capital Finance, S.A
  Unipersonal, BBVA International Limited and BBVA International
  Preferred S.A. Unipersonal, subsidiaries of BBVA, guaranteed by
  BBVA.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on BBVA's B- BFSR and
corresponding A1 BCA.

3) Caja de Ahorros y Pensiones de Barcelona ("La Caixa")

The Adjusted BCA for La Caixa is A1, which is the same level as
its unadjusted BCA as it is not affected by group support from the
savings banks.

These securities issued by La Caixa and subsidiaries were affected
by this rating action:

* Non-cumulative preferred securities: Downgraded to Baa2 from A2.
  These instruments were issued by La Caixa and Caixa Preference
  Limited, a subsidiary of La Caixa, guaranteed by La Caixa.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on La Caixa's B- BFSR
and corresponding A1 BCA.

4) Bankinter, S.A.

The Adjusted BCA for Bankinter is A3, which is the same level as
its unadjusted BCA.

These securities issued by Bankinter's subsidiaries were affected
by this rating action:

* Non-cumulative preferred securities: Downgraded to Ba1 from
  Baa1.  These instruments were issued by Bankinter Emisiones,
  S.A. Unipersonal, a subsidiary of Bankinter, guaranteed by
  Bankinter, S.A.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Bankinter's C BFSR
and corresponding A3 BCA.

5) Banco Popular Espanol, S.A.

The Adjusted BCA for Banco Popular is Baa1, which is the same
level as its unadjusted BCA.

These securities issued by Banco Popular's subsidiaries were
affected by this rating action:

* Non-cumulative preferred securities: Downgraded to Ba2 from
  Baa2.  These instruments were issued by Popular Capital, S.A.
  and Popular Preference (Cayman) Limited, subsidiaries of Banco
  Popular, guaranteed by Banco Popular, S.A.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Banco Popular's C-
BFSR and corresponding Baa1 BCA.

6) Banco Espanol de Credito, S.A. ("Banesto")

The Adjusted BCA for Banesto is A3, which is two notches higher
than its unadjusted BCA of Baa2, due to parental support from
Banco Santander, which is rated Aa2 for long-term deposits, and
with a BFSR of B- corresponding to a BCA of A1.

These securities issued by Banesto and subsidiaries were affected
by this rating action:

* Non-cumulative preferred securities: Downgraded to Ba1 from
  Baa1.  These instruments were issued by Banesto and by Banesto
  Preferentes, S.A. and Banesto Holdings, Ltd., subsidiaries of
  Banesto, guaranteed by Banesto.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Banesto's C- BFSR
and corresponding Baa2 BCA.

7) Banco Sabadell

The Adjusted BCA for Banco Sabadell is Baa2, which is the same
level as its unadjusted BCA.

These securities issued by Banco Sabadell were affected by this
rating action:

* Non-cumulative preferred securities: Downgraded to Ba3 from
  Baa3.

* Mandatory subordinated convertible bonds: Downgraded to Ba3 from
  Baa3.  This instrument mandatorily converts into a fixed number
  of common shares the earlier of the maturity date or in
  liquidation.  In addition, holders have the right to convert the
  instrument on each anniversary of the issue or when a coupon
  payment is skipped.  Coupons will be cancelled if the issuer
  does not have sufficient net profits or is below minimum
  regulatory capital requirements, or if the issuer elects not to
  pay.  Any unpaid coupons are non-cumulative.  This instrument is
  deeply subordinated as it ranks junior to all liabilities of the
  issuer, including preferred securities.  In rating this
  instrument Moody's considers the ability of the bank to make
  coupon payments and honour the conversion to common equity and
  therefore it is rated four notches below the Adjusted BCA.  The
  rating does not take into consideration the value of common
  equity at the time of conversion.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Banco Sabadell's C-
BFSR and corresponding Baa2 BCA.

8) Ibercaja

The Adjusted BCA for Ibercaja is Baa2, which is the same level as
its unadjusted BCA as it is not affected by group support from the
savings banks.

These securities issued by Ibercaja were affected by this rating
action:

* Non-cumulative preferred securities: Downgraded to Ba3 from
  Baa3.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Ibercaja's C- BFSR
and corresponding Baa2 BCA.

9) Caja de Ahorros y Monte Piedad de Madrid

The Adjusted BCA for Caja Madrid is Ba1, which is the same level
as its unadjusted BCA as it is not affected by group support from
the savings banks.

These securities issued by Caja Madrid's subsidiaries were
affected by this rating action:

* Non-cumulative preferred securities: Downgraded to B2 from Ba2.
  These instruments were issued by Caja Madrid Finance Preferred,
  S.A., a subsidiary of Caja Madrid, guaranteed by Caja Madrid.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Caja Madrid's D+
BFSR and corresponding Ba1 BCA.

10) Caja Duero

The Adjusted BCA for Caja Duero is Ba1, which is the same level as
its unadjusted BCA as it is not affected by group support from the
savings banks.

These securities issued by Caja Duero and subsidiaries were
affected by this rating action:

* Non-cumulative preferred securities: Downgraded to B2 from Ba2.
  This instrument was issued by Caja Duero Capital SA Unipersonal,
  a subsidiary of Caja Duero, guaranteed by Caja Duero.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Caja Duero's D+
BFSR and corresponding Ba1 BCA.

11) Caixa Galicia

The Adjusted BCA for Caixa Galicia is Ba1, which is one notch
higher than its unadjusted BCA of Ba2, due to group support from
the savings banks.

These securities issued by Caixa Galicia and subsidiaries were
affected by this rating action:

* Junior subordinated debt (Upper Tier 2): Downgraded to Ba2 from
  Baa3.

* Non-cumulative preferred securities: Downgraded to B2 from Ba3.
  These instruments were issued by Caixa Galicia Preferentes S.A,
  a subsidiary of Caixa Galicia, guaranteed by Caixa Galicia.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Caixa Galicia's D
BFSR and corresponding Ba2 BCA.

12) Banco Pastor, S.A.

The Adjusted BCA for Banco Pastor is Ba2, which is the same level
as its unadjusted BCA.

These securities issued by Banco Pastor and subsidiaries were
affected by this rating action:

* Junior subordinated debt (Upper Tier 2): Downgraded to Ba3 from
  Baa3

* Non-cumulative preferred securities: Downgraded to B3 from Ba3.
  These instruments were issued by Pastor Participaciones
  Preferentes SA Unipersonal, a subsidiary of Banco Pastor,
  guaranteed by Banco Pastor.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Banco Pastor's D
BFSR and corresponding Ba2 BCA.

13) Caixa d'Estalvis de Terrassa

The Adjusted BCA for Caixa d'Estalvis de Terrassa is Ba1, which is
one notch higher than its unadjusted BCA of Ba2, due to group
support from the savings banks.

The security issued by Caixa d'Estalvis de Terrassa was affected
by this rating action:

* Junior subordinated debt (Upper Tier 2): Confirmed at Ba2.

The outlook on the rating of the affected instrument is negative,
in line with the negative outlook on Caixa d'Estalvis de
Terrassa's D BFSR and corresponding Ba2 BCA.

14) Banco de Valencia, S.A.

The Adjusted BCA for Banco de Valencia is Ba3, which is the same
level as its unadjusted BCA.

These securities issued by Banco de Valencia's subsidiary were
affected by this rating action:

* Non-cumulative preferred securities: Downgraded to Caa1 from B1.
  This instrument was issued by BVA Preferentes S.A., a subsidiary
  of Banco de Valencia, guaranteed by Banco de Valencia.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Banco de Valencia's
D- BFSR and corresponding Ba3 BCA.

15) Caja de Ahorros de Valencia, Castell¢n y Alicante ("Bancaja")

The Adjusted BCA for Bancaja is Ba2, which is one notch higher
than its unadjusted BCA of Ba3, due to group support from the
savings banks.

These securities issued by Bancaja and subsidiaries were affected
by this rating action:

* Junior subordinated debt (Upper Tier 2): Downgraded to Ba3 from
  Baa3.  These instruments were issued by Bancaja and Bancaja
  Emisiones, S.A. Unipersonal, a subsidiary of Bancaja, guaranteed
  by Bancaja.

* Non-cumulative preferred securities: Downgraded to B3 from B1.
  This instrument was issued by Bancaja Capital, S.A. Unipersonal,
  a subsidiary of Bancaja, guaranteed by Bancaja.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Bancaja's D- BFSR
and corresponding Ba3 BCA.

16) Caixa Catalunya

The Adjusted BCA for Caixa Catalunya is Ba2, which is one notch
higher than its unadjusted BCA of Ba3, due to group support from
the savings banks.

These securities issued by Caixa Catalunya and subsidiaries were
affected by this rating action:

* Non-cumulative preferred securities: Downgraded to B3 from B1.
  These instruments were issued by Caixa Catalunya Preferential
  Issuance Limited, a subsidiary of Caixa Catalunya, guaranteed by
  Caixa Catalunya.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Caixa Catalunya's
D- BFSR and corresponding Ba3 BCA.

17) Caja de Ahorros de Santander y Cantabria

The Adjusted BCA for Caja de Ahorros de Santander y Cantabria is
Ba2, which is one notch higher than its unadjusted BCA of Ba3, due
to group support from the savings banks.

These securities issued by Caja de Ahorros de Santander y
Cantabria were affected by this rating action:

* Non-cumulative preferred securities: Downgraded to B3 from B1.
  These instruments were issued by Caja de Ahorros de Santander y
  Cantabria and Cantabria Preferentes, S.A., a subsidiary of Caja
  de Ahorros de Santander y Cantabria, guaranteed by Caja de
  Ahorros de Santander y Cantabria.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Caja de Ahorros de
Santander y Cantabria's D- BFSR and corresponding Ba3 BCA.

18) Caja de Insular de Ahorros de Canarias

The Adjusted BCA for Caja de Insular de Ahorros de Canarias is
Ba2, which is one notch higher than its unadjusted BCA of Ba3, due
to group support from the savings banks.

This security issued by Caja Insular de Ahorros de Canarias was
affected by this rating action:

* Junior subordinated debt (Upper Tier 2): Downgraded to Ba3 from
  Ba1

The outlook on the ratings of the affected instrument is negative,
in line with the negative outlook on Caja Insular de Ahorros de
Canarias's D- BFSR and corresponding Ba3 BCA.

The last rating action on Banco Santander was on November 18,
2009, when the bank's junior subordinated debt rating and
preference shares rating were placed on review for possible
downgrade.

Banco Santander is headquartered in Madrid, Spain.  At 31 December
2009, it had total assets of EUR1,111 billion (unaudited).

The last rating action on BBVA was on November 18, 2009, when the
bank's preference shares rating was placed on review for possible
downgrade.

BBVA is headquartered in Bilbao, Spain.  At December 31, 2009, it
had total assets of EUR535 billion (unaudited).

The last rating action on La Caixa was on November 18, 2009, when
the bank's preference shares rating was placed on review for
possible downgrade.

La Caixa is headquartered in Barcelona, Spain.  At December 31,
2009, it had total assets of EUR272 billion (unaudited).

The last rating action on Bankinter was on November 18, 2009, when
the bank's preference shares rating was placed on review for
possible downgrade.

Bankinter is headquartered in Madrid, Spain.  At December 31,
2009, it had total assets of EUR54 billion (unaudited).

The last rating action on Banco Popular was on November 18, 2009,
when the bank's preference shares rating was placed on review for
possible downgrade.

Banco Popular is headquartered in Madrid, Spain.  At December 31,
2009, it had total assets of EUR129 billion (unaudited).

The last rating action on Banesto was on November 18, 2009, when
the bank's preference shares rating was placed on review for
possible downgrade.

Banesto is headquartered in Madrid, Spain.  At December 31, 2009,
it had total assets of EUR122 billion (unaudited).

The last rating action on Banco Sabadell was on November 18, 2009,
when the bank's preference shares rating and mandatory
subordinated convertible bonds rating were placed on review for
possible downgrade.

Banco Sabadell is headquartered in Sabadell, Spain.  At
December 31, 2009, it had total assets of EUR82.8 billion
(unaudited).

The last rating action on Ibercaja was on November 18, 2009, when
the preference shares rating were placed on review for possible
downgrade.

Ibercaja is headquartered in Zaragoza, Spain.  At September 30,
2009, it had total assets of EUR45.6 billion (unaudited).

The last rating action on Caja Madrid was on November 18, 2009,
when the bank's preference shares rating was placed on review for
possible downgrade.

Caja Madrid is headquartered in Madrid, Spain.  At December 31,
2009, it had total assets of EUR192 billion (unaudited).

The last rating action on Caja Duero was on November 18, 2009,
when the bank's preference shares rating was placed on review for
possible downgrade.

Caja Duero is headquartered in Salamanca, Spain.  At September 30,
2009, it had total assets of EUR20.5 billion (unaudited).

The last rating action on Caixa Galicia was on November 18, 2009,
when the junior subordinated debt rating and preference shares
rating were placed on review for possible downgrade.

Caixa Galicia is headquartered in La Coruna, Spain.  At
September 30, 2009, it had total assets of EUR45.1 billion
(unaudited).

The last rating action on Banco Pastor was on November 18, 2009,
when the bank's junior subordinated debt rating and preference
shares rating were placed on review for possible downgrade.

Banco Pastor is headquartered in La Coruna, Spain.  At
September 30, 2009, it had total assets of EUR29.2 billion
(unaudited).

The last rating action on Caixa d'Estalvis de Terrassa was on
November 18, 2009, when the bank's junior subordinated debt rating
was placed on review for possible downgrade.

Caixa d'Estalvis de Terrassa is headquartered in Terrassa
(Catalonia), Spain.  At September 30, 2009, it had total assets of
EUR12.5 billion (unaudited).

The last rating action on Banco de Valencia was on November 18,
2009, when the preference shares rating were placed on review for
possible downgrade.

Banco de Valencia is headquartered in Valencia, Spain.  At
December 31, 2009, it had total assets of EUR22.8 billion
(unaudited).

The last rating action on Caja de Ahorros de Valencia, Castell¢n y
Alicante ("Bancaja") was on November 18, 2009, when the junior
subordinated debt rating and preference shares rating were placed
on review for possible downgrade.

Bancaja is headquartered in Valencia, Spain.  At December 31,
2009, it had total assets of EUR111.5 billion (unaudited).

The last rating action on Caixa Catalunya was on November 18,
2009, when the bank's preference shares rating was placed on
review for possible downgrade.

Caixa Catalunya is headquartered in Barcelona, Spain.  At
September 30, 2009, it had total assets of EUR64.4 billion
(unaudited).

The last rating action on Caja de Ahorros de Santander y Cantabria
was on November 18, 2009, when the preference shares rating were
placed on review for possible downgrade.

Caja de Ahorros de Santander y Cantabria is headquartered in
Santander, Spain.  At September 30, 2009, it had total assets of
EUR10.4 billion (unaudited).

The last rating action on Caja Insular de Ahorros de Canarias was
on November 18, 2009, when the bank's junior subordinated debt
rating was placed on review for possible downgrade.

Caja Insular de Ahorros de Canarias is headquartered in Las Palmas
de Gran Canaria (Canary Islands), Spain.  At September 30, 2009,
it had total assets of EUR9.5 billion (unaudited).


BANCO POPULAR: Moody's Cuts Non-Cumulative Preferred Secs. to Ba2
-----------------------------------------------------------------
Moody's Investors Service downgraded its ratings on Spanish hybrid
securities, in line with its revised Guidelines for Rating Bank
Hybrids and Subordinated Debt, published in November 2009.  This
concludes the review for possible downgrade on these ratings
initiated on November 18, 2009.

Prior to the global financial crisis, Moody's had incorporated
into its ratings an assumption that support provided by national
governments and central banks to shore up a troubled bank would,
to a large extent, benefit the subordinated debt holders as well
as the senior creditors.  However, during the crisis, systemic
support for these instruments has not been forthcoming in many
cases.  The revised methodology has therefore largely removed
previous assumptions regarding systemic support, resulting in the
rating action.  In addition, the revised methodology generally
widens the notching on a hybrid's rating that is based on the
instrument's features.

                     Rating Action in Detail

The starting point in Moody's revised approach to rating hybrid
securities is the Adjusted Baseline Credit Assessment (Adjusted
BCA).  The Adjusted BCA reflects a bank's standalone credit
strength, including parental and/or cooperative support, if
applicable.  The Adjusted BCA excludes any expectation of systemic
support.

The characteristics of rated Spanish junior subordinated debt
instruments and non-cumulative preference shares are fairly
standardized:

* The loss absorption for rated junior subordinated debt while the
  issuer remains a going concern stems from the permanent
  principal write-down feature and the cumulative deferral nature
  of its coupon.  These instruments have a junior subordinated
  claim in liquidation.  Coupon deferral is optional if the profit
  and loss account does not show a profit and although the
  permanent principal write down clause implies that there could
  be losses on principal outside liquidation, this can only happen
  after the unlikely event that shareholder's equity has been
  reduced to zero and reserves are exhausted.  This means that,
  unless stated otherwise, these instruments are rated one notch
  below the Adjusted BCA.

Moody's notes that it does not rate any junior subordinated debt
issued under the new features approved for these instruments in
Circular 3/2008 of Bank of Spain.

* The loss absorption for non-cumulative preferred securities
  while the issuer remains a going concern stems from the
  permanent principal write-down feature and the non-cumulative
  deferral nature of their coupon.  Coupon skip is mandatory if
  the issuer does not have sufficient net profits or is below
  minimum regulatory capital requirements and although the
  permanent principal write down clause implies that there could
  be losses on principal outside liquidation, this can only happen
  after the unlikely event that shareholder's equity has been
  reduced to zero and reserves are exhausted.  Together with their
  deeply subordinated claim in liquidation, this means that,
  unless stated otherwise, these instruments are rated four
  notches below the Adjusted BCA.

The rating actions on each Spanish bank are:

1) Banco Santander, S.A.

The Adjusted BCA for Banco Santander is A1, which is the same
level as its unadjusted BCA.

These securities issued by Banco Santander's subsidiaries were
affected by this rating action:

* Junior subordinated debt (Upper Tier 2): Downgraded to A2 from
  A1.  These instruments were issued by Santander Central Hispano
  Fin. Serv. Ltd and Santander Perpetual, S.A. Unipersonal,
  subsidiaries of Banco Santander, guaranteed by Banco Santander.

* Non-cumulative preferred securities: Downgraded to Baa2 from A2.

These instruments were issued by Santander Finance Capital, S.A.
Unipersonal, Santander Finance Preferred, S.A. Unipersonal and
Santander International Preferred, S.A. Unipersonal, subsidiaries
of Banco Santander, guaranteed by Banco Santander.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Banco Santander's
B- BFSR and corresponding A1 BCA.

2) Banco Bilbao Vizcaya Argentaria, S.A.

The Adjusted BCA for BBVA is A1, which is the same level as its
unadjusted BCA.

These securities issued by BBVA's subsidiaries were affected by
this rating action:

* Non-cumulative preferred securities: Downgraded to Baa2 from A2.
  These instruments were issued by BBVA Capital Finance, S.A
  Unipersonal, BBVA International Limited and BBVA International
  Preferred S.A. Unipersonal, subsidiaries of BBVA, guaranteed by
  BBVA.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on BBVA's B- BFSR and
corresponding A1 BCA.

3) Caja de Ahorros y Pensiones de Barcelona ("La Caixa")

The Adjusted BCA for La Caixa is A1, which is the same level as
its unadjusted BCA as it is not affected by group support from the
savings banks.

These securities issued by La Caixa and subsidiaries were affected
by this rating action:

* Non-cumulative preferred securities: Downgraded to Baa2 from A2.
  These instruments were issued by La Caixa and Caixa Preference
  Limited, a subsidiary of La Caixa, guaranteed by La Caixa.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on La Caixa's B- BFSR
and corresponding A1 BCA.

4) Bankinter, S.A.

The Adjusted BCA for Bankinter is A3, which is the same level as
its unadjusted BCA.

These securities issued by Bankinter's subsidiaries were affected
by this rating action:

* Non-cumulative preferred securities: Downgraded to Ba1 from
  Baa1.  These instruments were issued by Bankinter Emisiones,
  S.A. Unipersonal, a subsidiary of Bankinter, guaranteed by
  Bankinter, S.A.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Bankinter's C BFSR
and corresponding A3 BCA.

5) Banco Popular Espanol, S.A.

The Adjusted BCA for Banco Popular is Baa1, which is the same
level as its unadjusted BCA.

These securities issued by Banco Popular's subsidiaries were
affected by this rating action:

* Non-cumulative preferred securities: Downgraded to Ba2 from
  Baa2.  These instruments were issued by Popular Capital, S.A.
  and Popular Preference (Cayman) Limited, subsidiaries of Banco
  Popular, guaranteed by Banco Popular, S.A.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Banco Popular's C-
BFSR and corresponding Baa1 BCA.

6) Banco Espanol de Credito, S.A. ("Banesto")

The Adjusted BCA for Banesto is A3, which is two notches higher
than its unadjusted BCA of Baa2, due to parental support from
Banco Santander, which is rated Aa2 for long-term deposits, and
with a BFSR of B- corresponding to a BCA of A1.

These securities issued by Banesto and subsidiaries were affected
by this rating action:

* Non-cumulative preferred securities: Downgraded to Ba1 from
  Baa1.  These instruments were issued by Banesto and by Banesto
  Preferentes, S.A. and Banesto Holdings, Ltd., subsidiaries of
  Banesto, guaranteed by Banesto.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Banesto's C- BFSR
and corresponding Baa2 BCA.

7) Banco Sabadell

The Adjusted BCA for Banco Sabadell is Baa2, which is the same
level as its unadjusted BCA.

These securities issued by Banco Sabadell were affected by this
rating action:

* Non-cumulative preferred securities: Downgraded to Ba3 from
  Baa3.

* Mandatory subordinated convertible bonds: Downgraded to Ba3 from
  Baa3.  This instrument mandatorily converts into a fixed number
  of common shares the earlier of the maturity date or in
  liquidation.  In addition, holders have the right to convert the
  instrument on each anniversary of the issue or when a coupon
  payment is skipped.  Coupons will be cancelled if the issuer
  does not have sufficient net profits or is below minimum
  regulatory capital requirements, or if the issuer elects not to
  pay.  Any unpaid coupons are non-cumulative.  This instrument is
  deeply subordinated as it ranks junior to all liabilities of the
  issuer, including preferred securities.  In rating this
  instrument Moody's considers the ability of the bank to make
  coupon payments and honour the conversion to common equity and
  therefore it is rated four notches below the Adjusted BCA.  The
  rating does not take into consideration the value of common
  equity at the time of conversion.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Banco Sabadell's C-
BFSR and corresponding Baa2 BCA.

8) Ibercaja

The Adjusted BCA for Ibercaja is Baa2, which is the same level as
its unadjusted BCA as it is not affected by group support from the
savings banks.

These securities issued by Ibercaja were affected by this rating
action:

* Non-cumulative preferred securities: Downgraded to Ba3 from
  Baa3.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Ibercaja's C- BFSR
and corresponding Baa2 BCA.

9) Caja de Ahorros y Monte Piedad de Madrid

The Adjusted BCA for Caja Madrid is Ba1, which is the same level
as its unadjusted BCA as it is not affected by group support from
the savings banks.

These securities issued by Caja Madrid's subsidiaries were
affected by this rating action:

* Non-cumulative preferred securities: Downgraded to B2 from Ba2.
  These instruments were issued by Caja Madrid Finance Preferred,
  S.A., a subsidiary of Caja Madrid, guaranteed by Caja Madrid.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Caja Madrid's D+
BFSR and corresponding Ba1 BCA.

10) Caja Duero

The Adjusted BCA for Caja Duero is Ba1, which is the same level as
its unadjusted BCA as it is not affected by group support from the
savings banks.

These securities issued by Caja Duero and subsidiaries were
affected by this rating action:

* Non-cumulative preferred securities: Downgraded to B2 from Ba2.
  This instrument was issued by Caja Duero Capital SA Unipersonal,
  a subsidiary of Caja Duero, guaranteed by Caja Duero.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Caja Duero's D+
BFSR and corresponding Ba1 BCA.

11) Caixa Galicia

The Adjusted BCA for Caixa Galicia is Ba1, which is one notch
higher than its unadjusted BCA of Ba2, due to group support from
the savings banks.

These securities issued by Caixa Galicia and subsidiaries were
affected by this rating action:

* Junior subordinated debt (Upper Tier 2): Downgraded to Ba2 from
  Baa3.

* Non-cumulative preferred securities: Downgraded to B2 from Ba3.
  These instruments were issued by Caixa Galicia Preferentes S.A,
  a subsidiary of Caixa Galicia, guaranteed by Caixa Galicia.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Caixa Galicia's D
BFSR and corresponding Ba2 BCA.

12) Banco Pastor, S.A.

The Adjusted BCA for Banco Pastor is Ba2, which is the same level
as its unadjusted BCA.

These securities issued by Banco Pastor and subsidiaries were
affected by this rating action:

* Junior subordinated debt (Upper Tier 2): Downgraded to Ba3 from
  Baa3

* Non-cumulative preferred securities: Downgraded to B3 from Ba3.
  These instruments were issued by Pastor Participaciones
  Preferentes SA Unipersonal, a subsidiary of Banco Pastor,
  guaranteed by Banco Pastor.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Banco Pastor's D
BFSR and corresponding Ba2 BCA.

13) Caixa d'Estalvis de Terrassa

The Adjusted BCA for Caixa d'Estalvis de Terrassa is Ba1, which is
one notch higher than its unadjusted BCA of Ba2, due to group
support from the savings banks.

The security issued by Caixa d'Estalvis de Terrassa was affected
by this rating action:

* Junior subordinated debt (Upper Tier 2): Confirmed at Ba2.

The outlook on the rating of the affected instrument is negative,
in line with the negative outlook on Caixa d'Estalvis de
Terrassa's D BFSR and corresponding Ba2 BCA.

14) Banco de Valencia, S.A.

The Adjusted BCA for Banco de Valencia is Ba3, which is the same
level as its unadjusted BCA.

These securities issued by Banco de Valencia's subsidiary were
affected by this rating action:

* Non-cumulative preferred securities: Downgraded to Caa1 from B1.
  This instrument was issued by BVA Preferentes S.A., a subsidiary
  of Banco de Valencia, guaranteed by Banco de Valencia.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Banco de Valencia's
D- BFSR and corresponding Ba3 BCA.

15) Caja de Ahorros de Valencia, Castell¢n y Alicante ("Bancaja")

The Adjusted BCA for Bancaja is Ba2, which is one notch higher
than its unadjusted BCA of Ba3, due to group support from the
savings banks.

These securities issued by Bancaja and subsidiaries were affected
by this rating action:

* Junior subordinated debt (Upper Tier 2): Downgraded to Ba3 from
  Baa3.  These instruments were issued by Bancaja and Bancaja
  Emisiones, S.A. Unipersonal, a subsidiary of Bancaja, guaranteed
  by Bancaja.

* Non-cumulative preferred securities: Downgraded to B3 from B1.
  This instrument was issued by Bancaja Capital, S.A. Unipersonal,
  a subsidiary of Bancaja, guaranteed by Bancaja.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Bancaja's D- BFSR
and corresponding Ba3 BCA.

16) Caixa Catalunya

The Adjusted BCA for Caixa Catalunya is Ba2, which is one notch
higher than its unadjusted BCA of Ba3, due to group support from
the savings banks.

These securities issued by Caixa Catalunya and subsidiaries were
affected by this rating action:

* Non-cumulative preferred securities: Downgraded to B3 from B1.
  These instruments were issued by Caixa Catalunya Preferential
  Issuance Limited, a subsidiary of Caixa Catalunya, guaranteed by
  Caixa Catalunya.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Caixa Catalunya's
D- BFSR and corresponding Ba3 BCA.

17) Caja de Ahorros de Santander y Cantabria

The Adjusted BCA for Caja de Ahorros de Santander y Cantabria is
Ba2, which is one notch higher than its unadjusted BCA of Ba3, due
to group support from the savings banks.

These securities issued by Caja de Ahorros de Santander y
Cantabria were affected by this rating action:

* Non-cumulative preferred securities: Downgraded to B3 from B1.
  These instruments were issued by Caja de Ahorros de Santander y
  Cantabria and Cantabria Preferentes, S.A., a subsidiary of Caja
  de Ahorros de Santander y Cantabria, guaranteed by Caja de
  Ahorros de Santander y Cantabria.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Caja de Ahorros de
Santander y Cantabria's D- BFSR and corresponding Ba3 BCA.

18) Caja de Insular de Ahorros de Canarias

The Adjusted BCA for Caja de Insular de Ahorros de Canarias is
Ba2, which is one notch higher than its unadjusted BCA of Ba3, due
to group support from the savings banks.

This security issued by Caja Insular de Ahorros de Canarias was
affected by this rating action:

* Junior subordinated debt (Upper Tier 2): Downgraded to Ba3 from
  Ba1

The outlook on the ratings of the affected instrument is negative,
in line with the negative outlook on Caja Insular de Ahorros de
Canarias's D- BFSR and corresponding Ba3 BCA.

The last rating action on Banco Santander was on November 18,
2009, when the bank's junior subordinated debt rating and
preference shares rating were placed on review for possible
downgrade.

Banco Santander is headquartered in Madrid, Spain.  At 31 December
2009, it had total assets of EUR1,111 billion (unaudited).

The last rating action on BBVA was on November 18, 2009, when the
bank's preference shares rating was placed on review for possible
downgrade.

BBVA is headquartered in Bilbao, Spain.  At December 31, 2009, it
had total assets of EUR535 billion (unaudited).

The last rating action on La Caixa was on November 18, 2009, when
the bank's preference shares rating was placed on review for
possible downgrade.

La Caixa is headquartered in Barcelona, Spain.  At December 31,
2009, it had total assets of EUR272 billion (unaudited).

The last rating action on Bankinter was on November 18, 2009, when
the bank's preference shares rating was placed on review for
possible downgrade.

Bankinter is headquartered in Madrid, Spain.  At December 31,
2009, it had total assets of EUR54 billion (unaudited).

The last rating action on Banco Popular was on November 18, 2009,
when the bank's preference shares rating was placed on review for
possible downgrade.

Banco Popular is headquartered in Madrid, Spain.  At December 31,
2009, it had total assets of EUR129 billion (unaudited).

The last rating action on Banesto was on November 18, 2009, when
the bank's preference shares rating was placed on review for
possible downgrade.

Banesto is headquartered in Madrid, Spain.  At December 31, 2009,
it had total assets of EUR122 billion (unaudited).

The last rating action on Banco Sabadell was on November 18, 2009,
when the bank's preference shares rating and mandatory
subordinated convertible bonds rating were placed on review for
possible downgrade.

Banco Sabadell is headquartered in Sabadell, Spain.  At
December 31, 2009, it had total assets of EUR82.8 billion
(unaudited).

The last rating action on Ibercaja was on November 18, 2009, when
the preference shares rating were placed on review for possible
downgrade.

Ibercaja is headquartered in Zaragoza, Spain.  At September 30,
2009, it had total assets of EUR45.6 billion (unaudited).

The last rating action on Caja Madrid was on November 18, 2009,
when the bank's preference shares rating was placed on review for
possible downgrade.

Caja Madrid is headquartered in Madrid, Spain.  At December 31,
2009, it had total assets of EUR192 billion (unaudited).

The last rating action on Caja Duero was on November 18, 2009,
when the bank's preference shares rating was placed on review for
possible downgrade.

Caja Duero is headquartered in Salamanca, Spain.  At September 30,
2009, it had total assets of EUR20.5 billion (unaudited).

The last rating action on Caixa Galicia was on November 18, 2009,
when the junior subordinated debt rating and preference shares
rating were placed on review for possible downgrade.

Caixa Galicia is headquartered in La Coruna, Spain.  At
September 30, 2009, it had total assets of EUR45.1 billion
(unaudited).

The last rating action on Banco Pastor was on November 18, 2009,
when the bank's junior subordinated debt rating and preference
shares rating were placed on review for possible downgrade.

Banco Pastor is headquartered in La Coruna, Spain.  At
September 30, 2009, it had total assets of EUR29.2 billion
(unaudited).

The last rating action on Caixa d'Estalvis de Terrassa was on
November 18, 2009, when the bank's junior subordinated debt rating
was placed on review for possible downgrade.

Caixa d'Estalvis de Terrassa is headquartered in Terrassa
(Catalonia), Spain.  At September 30, 2009, it had total assets of
EUR12.5 billion (unaudited).

The last rating action on Banco de Valencia was on November 18,
2009, when the preference shares rating were placed on review for
possible downgrade.

Banco de Valencia is headquartered in Valencia, Spain.  At
December 31, 2009, it had total assets of EUR22.8 billion
(unaudited).

The last rating action on Caja de Ahorros de Valencia, Castell¢n y
Alicante ("Bancaja") was on November 18, 2009, when the junior
subordinated debt rating and preference shares rating were placed
on review for possible downgrade.

Bancaja is headquartered in Valencia, Spain.  At December 31,
2009, it had total assets of EUR111.5 billion (unaudited).

The last rating action on Caixa Catalunya was on November 18,
2009, when the bank's preference shares rating was placed on
review for possible downgrade.

Caixa Catalunya is headquartered in Barcelona, Spain.  At
September 30, 2009, it had total assets of EUR64.4 billion
(unaudited).

The last rating action on Caja de Ahorros de Santander y Cantabria
was on November 18, 2009, when the preference shares rating were
placed on review for possible downgrade.

Caja de Ahorros de Santander y Cantabria is headquartered in
Santander, Spain.  At September 30, 2009, it had total assets of
EUR10.4 billion (unaudited).

The last rating action on Caja Insular de Ahorros de Canarias was
on November 18, 2009, when the bank's junior subordinated debt
rating was placed on review for possible downgrade.

Caja Insular de Ahorros de Canarias is headquartered in Las Palmas
de Gran Canaria (Canary Islands), Spain.  At September 30, 2009,
it had total assets of EUR9.5 billion (unaudited).


BANCO ESPANOL: Moody's Cuts Non-Cumulative Preferred Secs. to Ba1
-----------------------------------------------------------------
Moody's Investors Service downgraded its ratings on Spanish hybrid
securities, in line with its revised Guidelines for Rating Bank
Hybrids and Subordinated Debt, published in November 2009.  This
concludes the review for possible downgrade on these ratings
initiated on November 18, 2009.

Prior to the global financial crisis, Moody's had incorporated
into its ratings an assumption that support provided by national
governments and central banks to shore up a troubled bank would,
to a large extent, benefit the subordinated debt holders as well
as the senior creditors.  However, during the crisis, systemic
support for these instruments has not been forthcoming in many
cases.  The revised methodology has therefore largely removed
previous assumptions regarding systemic support, resulting in the
rating action.  In addition, the revised methodology generally
widens the notching on a hybrid's rating that is based on the
instrument's features.

                     Rating Action in Detail

The starting point in Moody's revised approach to rating hybrid
securities is the Adjusted Baseline Credit Assessment (Adjusted
BCA).  The Adjusted BCA reflects a bank's standalone credit
strength, including parental and/or cooperative support, if
applicable.  The Adjusted BCA excludes any expectation of systemic
support.

The characteristics of rated Spanish junior subordinated debt
instruments and non-cumulative preference shares are fairly
standardized:

* The loss absorption for rated junior subordinated debt while the
  issuer remains a going concern stems from the permanent
  principal write-down feature and the cumulative deferral nature
  of its coupon.  These instruments have a junior subordinated
  claim in liquidation.  Coupon deferral is optional if the profit
  and loss account does not show a profit and although the
  permanent principal write down clause implies that there could
  be losses on principal outside liquidation, this can only happen
  after the unlikely event that shareholder's equity has been
  reduced to zero and reserves are exhausted.  This means that,
  unless stated otherwise, these instruments are rated one notch
  below the Adjusted BCA.

Moody's notes that it does not rate any junior subordinated debt
issued under the new features approved for these instruments in
Circular 3/2008 of Bank of Spain.

* The loss absorption for non-cumulative preferred securities
  while the issuer remains a going concern stems from the
  permanent principal write-down feature and the non-cumulative
  deferral nature of their coupon.  Coupon skip is mandatory if
  the issuer does not have sufficient net profits or is below
  minimum regulatory capital requirements and although the
  permanent principal write down clause implies that there could
  be losses on principal outside liquidation, this can only happen
  after the unlikely event that shareholder's equity has been
  reduced to zero and reserves are exhausted.  Together with their
  deeply subordinated claim in liquidation, this means that,
  unless stated otherwise, these instruments are rated four
  notches below the Adjusted BCA.

The rating actions on each Spanish bank are:

1) Banco Santander, S.A.

The Adjusted BCA for Banco Santander is A1, which is the same
level as its unadjusted BCA.

These securities issued by Banco Santander's subsidiaries were
affected by this rating action:

* Junior subordinated debt (Upper Tier 2): Downgraded to A2 from
  A1.  These instruments were issued by Santander Central Hispano
  Fin. Serv. Ltd and Santander Perpetual, S.A. Unipersonal,
  subsidiaries of Banco Santander, guaranteed by Banco Santander.

* Non-cumulative preferred securities: Downgraded to Baa2 from A2.

These instruments were issued by Santander Finance Capital, S.A.
Unipersonal, Santander Finance Preferred, S.A. Unipersonal and
Santander International Preferred, S.A. Unipersonal, subsidiaries
of Banco Santander, guaranteed by Banco Santander.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Banco Santander's
B- BFSR and corresponding A1 BCA.

2) Banco Bilbao Vizcaya Argentaria, S.A.

The Adjusted BCA for BBVA is A1, which is the same level as its
unadjusted BCA.

These securities issued by BBVA's subsidiaries were affected by
this rating action:

* Non-cumulative preferred securities: Downgraded to Baa2 from A2.
  These instruments were issued by BBVA Capital Finance, S.A
  Unipersonal, BBVA International Limited and BBVA International
  Preferred S.A. Unipersonal, subsidiaries of BBVA, guaranteed by
  BBVA.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on BBVA's B- BFSR and
corresponding A1 BCA.

3) Caja de Ahorros y Pensiones de Barcelona ("La Caixa")

The Adjusted BCA for La Caixa is A1, which is the same level as
its unadjusted BCA as it is not affected by group support from the
savings banks.

These securities issued by La Caixa and subsidiaries were affected
by this rating action:

* Non-cumulative preferred securities: Downgraded to Baa2 from A2.
  These instruments were issued by La Caixa and Caixa Preference
  Limited, a subsidiary of La Caixa, guaranteed by La Caixa.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on La Caixa's B- BFSR
and corresponding A1 BCA.

4) Bankinter, S.A.

The Adjusted BCA for Bankinter is A3, which is the same level as
its unadjusted BCA.

These securities issued by Bankinter's subsidiaries were affected
by this rating action:

* Non-cumulative preferred securities: Downgraded to Ba1 from
  Baa1.  These instruments were issued by Bankinter Emisiones,
  S.A. Unipersonal, a subsidiary of Bankinter, guaranteed by
  Bankinter, S.A.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Bankinter's C BFSR
and corresponding A3 BCA.

5) Banco Popular Espanol, S.A.

The Adjusted BCA for Banco Popular is Baa1, which is the same
level as its unadjusted BCA.

These securities issued by Banco Popular's subsidiaries were
affected by this rating action:

* Non-cumulative preferred securities: Downgraded to Ba2 from
  Baa2.  These instruments were issued by Popular Capital, S.A.
  and Popular Preference (Cayman) Limited, subsidiaries of Banco
  Popular, guaranteed by Banco Popular, S.A.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Banco Popular's C-
BFSR and corresponding Baa1 BCA.

6) Banco Espanol de Credito, S.A. ("Banesto")

The Adjusted BCA for Banesto is A3, which is two notches higher
than its unadjusted BCA of Baa2, due to parental support from
Banco Santander, which is rated Aa2 for long-term deposits, and
with a BFSR of B- corresponding to a BCA of A1.

These securities issued by Banesto and subsidiaries were affected
by this rating action:

* Non-cumulative preferred securities: Downgraded to Ba1 from
  Baa1.  These instruments were issued by Banesto and by Banesto
  Preferentes, S.A. and Banesto Holdings, Ltd., subsidiaries of
  Banesto, guaranteed by Banesto.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Banesto's C- BFSR
and corresponding Baa2 BCA.

7) Banco Sabadell

The Adjusted BCA for Banco Sabadell is Baa2, which is the same
level as its unadjusted BCA.

These securities issued by Banco Sabadell were affected by this
rating action:

* Non-cumulative preferred securities: Downgraded to Ba3 from
  Baa3.

* Mandatory subordinated convertible bonds: Downgraded to Ba3 from
  Baa3.  This instrument mandatorily converts into a fixed number
  of common shares the earlier of the maturity date or in
  liquidation.  In addition, holders have the right to convert the
  instrument on each anniversary of the issue or when a coupon
  payment is skipped.  Coupons will be cancelled if the issuer
  does not have sufficient net profits or is below minimum
  regulatory capital requirements, or if the issuer elects not to
  pay.  Any unpaid coupons are non-cumulative.  This instrument is
  deeply subordinated as it ranks junior to all liabilities of the
  issuer, including preferred securities.  In rating this
  instrument Moody's considers the ability of the bank to make
  coupon payments and honour the conversion to common equity and
  therefore it is rated four notches below the Adjusted BCA.  The
  rating does not take into consideration the value of common
  equity at the time of conversion.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Banco Sabadell's C-
BFSR and corresponding Baa2 BCA.

8) Ibercaja

The Adjusted BCA for Ibercaja is Baa2, which is the same level as
its unadjusted BCA as it is not affected by group support from the
savings banks.

These securities issued by Ibercaja were affected by this rating
action:

* Non-cumulative preferred securities: Downgraded to Ba3 from
  Baa3.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Ibercaja's C- BFSR
and corresponding Baa2 BCA.

9) Caja de Ahorros y Monte Piedad de Madrid

The Adjusted BCA for Caja Madrid is Ba1, which is the same level
as its unadjusted BCA as it is not affected by group support from
the savings banks.

These securities issued by Caja Madrid's subsidiaries were
affected by this rating action:

* Non-cumulative preferred securities: Downgraded to B2 from Ba2.
  These instruments were issued by Caja Madrid Finance Preferred,
  S.A., a subsidiary of Caja Madrid, guaranteed by Caja Madrid.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Caja Madrid's D+
BFSR and corresponding Ba1 BCA.

10) Caja Duero

The Adjusted BCA for Caja Duero is Ba1, which is the same level as
its unadjusted BCA as it is not affected by group support from the
savings banks.

These securities issued by Caja Duero and subsidiaries were
affected by this rating action:

* Non-cumulative preferred securities: Downgraded to B2 from Ba2.
  This instrument was issued by Caja Duero Capital SA Unipersonal,
  a subsidiary of Caja Duero, guaranteed by Caja Duero.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Caja Duero's D+
BFSR and corresponding Ba1 BCA.

11) Caixa Galicia

The Adjusted BCA for Caixa Galicia is Ba1, which is one notch
higher than its unadjusted BCA of Ba2, due to group support from
the savings banks.

These securities issued by Caixa Galicia and subsidiaries were
affected by this rating action:

* Junior subordinated debt (Upper Tier 2): Downgraded to Ba2 from
  Baa3.

* Non-cumulative preferred securities: Downgraded to B2 from Ba3.
  These instruments were issued by Caixa Galicia Preferentes S.A,
  a subsidiary of Caixa Galicia, guaranteed by Caixa Galicia.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Caixa Galicia's D
BFSR and corresponding Ba2 BCA.

12) Banco Pastor, S.A.

The Adjusted BCA for Banco Pastor is Ba2, which is the same level
as its unadjusted BCA.

These securities issued by Banco Pastor and subsidiaries were
affected by this rating action:

* Junior subordinated debt (Upper Tier 2): Downgraded to Ba3 from
  Baa3

* Non-cumulative preferred securities: Downgraded to B3 from Ba3.
  These instruments were issued by Pastor Participaciones
  Preferentes SA Unipersonal, a subsidiary of Banco Pastor,
  guaranteed by Banco Pastor.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Banco Pastor's D
BFSR and corresponding Ba2 BCA.

13) Caixa d'Estalvis de Terrassa

The Adjusted BCA for Caixa d'Estalvis de Terrassa is Ba1, which is
one notch higher than its unadjusted BCA of Ba2, due to group
support from the savings banks.

The security issued by Caixa d'Estalvis de Terrassa was affected
by this rating action:

* Junior subordinated debt (Upper Tier 2): Confirmed at Ba2.

The outlook on the rating of the affected instrument is negative,
in line with the negative outlook on Caixa d'Estalvis de
Terrassa's D BFSR and corresponding Ba2 BCA.

14) Banco de Valencia, S.A.

The Adjusted BCA for Banco de Valencia is Ba3, which is the same
level as its unadjusted BCA.

These securities issued by Banco de Valencia's subsidiary were
affected by this rating action:

* Non-cumulative preferred securities: Downgraded to Caa1 from B1.
  This instrument was issued by BVA Preferentes S.A., a subsidiary
  of Banco de Valencia, guaranteed by Banco de Valencia.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Banco de Valencia's
D- BFSR and corresponding Ba3 BCA.

15) Caja de Ahorros de Valencia, Castell¢n y Alicante ("Bancaja")

The Adjusted BCA for Bancaja is Ba2, which is one notch higher
than its unadjusted BCA of Ba3, due to group support from the
savings banks.

These securities issued by Bancaja and subsidiaries were affected
by this rating action:

* Junior subordinated debt (Upper Tier 2): Downgraded to Ba3 from
  Baa3.  These instruments were issued by Bancaja and Bancaja
  Emisiones, S.A. Unipersonal, a subsidiary of Bancaja, guaranteed
  by Bancaja.

* Non-cumulative preferred securities: Downgraded to B3 from B1.
  This instrument was issued by Bancaja Capital, S.A. Unipersonal,
  a subsidiary of Bancaja, guaranteed by Bancaja.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Bancaja's D- BFSR
and corresponding Ba3 BCA.

16) Caixa Catalunya

The Adjusted BCA for Caixa Catalunya is Ba2, which is one notch
higher than its unadjusted BCA of Ba3, due to group support from
the savings banks.

These securities issued by Caixa Catalunya and subsidiaries were
affected by this rating action:

* Non-cumulative preferred securities: Downgraded to B3 from B1.
  These instruments were issued by Caixa Catalunya Preferential
  Issuance Limited, a subsidiary of Caixa Catalunya, guaranteed by
  Caixa Catalunya.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Caixa Catalunya's
D- BFSR and corresponding Ba3 BCA.

17) Caja de Ahorros de Santander y Cantabria

The Adjusted BCA for Caja de Ahorros de Santander y Cantabria is
Ba2, which is one notch higher than its unadjusted BCA of Ba3, due
to group support from the savings banks.

These securities issued by Caja de Ahorros de Santander y
Cantabria were affected by this rating action:

* Non-cumulative preferred securities: Downgraded to B3 from B1.
  These instruments were issued by Caja de Ahorros de Santander y
  Cantabria and Cantabria Preferentes, S.A., a subsidiary of Caja
  de Ahorros de Santander y Cantabria, guaranteed by Caja de
  Ahorros de Santander y Cantabria.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Caja de Ahorros de
Santander y Cantabria's D- BFSR and corresponding Ba3 BCA.

18) Caja de Insular de Ahorros de Canarias

The Adjusted BCA for Caja de Insular de Ahorros de Canarias is
Ba2, which is one notch higher than its unadjusted BCA of Ba3, due
to group support from the savings banks.

This security issued by Caja Insular de Ahorros de Canarias was
affected by this rating action:

* Junior subordinated debt (Upper Tier 2): Downgraded to Ba3 from
  Ba1

The outlook on the ratings of the affected instrument is negative,
in line with the negative outlook on Caja Insular de Ahorros de
Canarias's D- BFSR and corresponding Ba3 BCA.

The last rating action on Banco Santander was on November 18,
2009, when the bank's junior subordinated debt rating and
preference shares rating were placed on review for possible
downgrade.

Banco Santander is headquartered in Madrid, Spain.  At 31 December
2009, it had total assets of EUR1,111 billion (unaudited).

The last rating action on BBVA was on November 18, 2009, when the
bank's preference shares rating was placed on review for possible
downgrade.

BBVA is headquartered in Bilbao, Spain.  At December 31, 2009, it
had total assets of EUR535 billion (unaudited).

The last rating action on La Caixa was on November 18, 2009, when
the bank's preference shares rating was placed on review for
possible downgrade.

La Caixa is headquartered in Barcelona, Spain.  At December 31,
2009, it had total assets of EUR272 billion (unaudited).

The last rating action on Bankinter was on November 18, 2009, when
the bank's preference shares rating was placed on review for
possible downgrade.

Bankinter is headquartered in Madrid, Spain.  At December 31,
2009, it had total assets of EUR54 billion (unaudited).

The last rating action on Banco Popular was on November 18, 2009,
when the bank's preference shares rating was placed on review for
possible downgrade.

Banco Popular is headquartered in Madrid, Spain.  At December 31,
2009, it had total assets of EUR129 billion (unaudited).

The last rating action on Banesto was on November 18, 2009, when
the bank's preference shares rating was placed on review for
possible downgrade.

Banesto is headquartered in Madrid, Spain.  At December 31, 2009,
it had total assets of EUR122 billion (unaudited).

The last rating action on Banco Sabadell was on November 18, 2009,
when the bank's preference shares rating and mandatory
subordinated convertible bonds rating were placed on review for
possible downgrade.

Banco Sabadell is headquartered in Sabadell, Spain.  At
December 31, 2009, it had total assets of EUR82.8 billion
(unaudited).

The last rating action on Ibercaja was on November 18, 2009, when
the preference shares rating were placed on review for possible
downgrade.

Ibercaja is headquartered in Zaragoza, Spain.  At September 30,
2009, it had total assets of EUR45.6 billion (unaudited).

The last rating action on Caja Madrid was on November 18, 2009,
when the bank's preference shares rating was placed on review for
possible downgrade.

Caja Madrid is headquartered in Madrid, Spain.  At December 31,
2009, it had total assets of EUR192 billion (unaudited).

The last rating action on Caja Duero was on November 18, 2009,
when the bank's preference shares rating was placed on review for
possible downgrade.

Caja Duero is headquartered in Salamanca, Spain.  At September 30,
2009, it had total assets of EUR20.5 billion (unaudited).

The last rating action on Caixa Galicia was on November 18, 2009,
when the junior subordinated debt rating and preference shares
rating were placed on review for possible downgrade.

Caixa Galicia is headquartered in La Coruna, Spain.  At
September 30, 2009, it had total assets of EUR45.1 billion
(unaudited).

The last rating action on Banco Pastor was on November 18, 2009,
when the bank's junior subordinated debt rating and preference
shares rating were placed on review for possible downgrade.

Banco Pastor is headquartered in La Coruna, Spain.  At
September 30, 2009, it had total assets of EUR29.2 billion
(unaudited).

The last rating action on Caixa d'Estalvis de Terrassa was on
November 18, 2009, when the bank's junior subordinated debt rating
was placed on review for possible downgrade.

Caixa d'Estalvis de Terrassa is headquartered in Terrassa
(Catalonia), Spain.  At September 30, 2009, it had total assets of
EUR12.5 billion (unaudited).

The last rating action on Banco de Valencia was on November 18,
2009, when the preference shares rating were placed on review for
possible downgrade.

Banco de Valencia is headquartered in Valencia, Spain.  At
December 31, 2009, it had total assets of EUR22.8 billion
(unaudited).

The last rating action on Caja de Ahorros de Valencia, Castell¢n y
Alicante ("Bancaja") was on November 18, 2009, when the junior
subordinated debt rating and preference shares rating were placed
on review for possible downgrade.

Bancaja is headquartered in Valencia, Spain.  At December 31,
2009, it had total assets of EUR111.5 billion (unaudited).

The last rating action on Caixa Catalunya was on November 18,
2009, when the bank's preference shares rating was placed on
review for possible downgrade.

Caixa Catalunya is headquartered in Barcelona, Spain.  At
September 30, 2009, it had total assets of EUR64.4 billion
(unaudited).

The last rating action on Caja de Ahorros de Santander y Cantabria
was on November 18, 2009, when the preference shares rating were
placed on review for possible downgrade.

Caja de Ahorros de Santander y Cantabria is headquartered in
Santander, Spain.  At September 30, 2009, it had total assets of
EUR10.4 billion (unaudited).

The last rating action on Caja Insular de Ahorros de Canarias was
on November 18, 2009, when the bank's junior subordinated debt
rating was placed on review for possible downgrade.

Caja Insular de Ahorros de Canarias is headquartered in Las Palmas
de Gran Canaria (Canary Islands), Spain.  At September 30, 2009,
it had total assets of EUR9.5 billion (unaudited).


BANCO SABADELL: Moody's Cuts Non-Cumulative Preferred Secs. to Ba3
------------------------------------------------------------------
Moody's Investors Service downgraded its ratings on Spanish hybrid
securities, in line with its revised Guidelines for Rating Bank
Hybrids and Subordinated Debt, published in November 2009.  This
concludes the review for possible downgrade on these ratings
initiated on November 18, 2009.

Prior to the global financial crisis, Moody's had incorporated
into its ratings an assumption that support provided by national
governments and central banks to shore up a troubled bank would,
to a large extent, benefit the subordinated debt holders as well
as the senior creditors.  However, during the crisis, systemic
support for these instruments has not been forthcoming in many
cases.  The revised methodology has therefore largely removed
previous assumptions regarding systemic support, resulting in the
rating action.  In addition, the revised methodology generally
widens the notching on a hybrid's rating that is based on the
instrument's features.

                     Rating Action in Detail

The starting point in Moody's revised approach to rating hybrid
securities is the Adjusted Baseline Credit Assessment (Adjusted
BCA).  The Adjusted BCA reflects a bank's standalone credit
strength, including parental and/or cooperative support, if
applicable.  The Adjusted BCA excludes any expectation of systemic
support.

The characteristics of rated Spanish junior subordinated debt
instruments and non-cumulative preference shares are fairly
standardized:

* The loss absorption for rated junior subordinated debt while the
  issuer remains a going concern stems from the permanent
  principal write-down feature and the cumulative deferral nature
  of its coupon.  These instruments have a junior subordinated
  claim in liquidation.  Coupon deferral is optional if the profit
  and loss account does not show a profit and although the
  permanent principal write down clause implies that there could
  be losses on principal outside liquidation, this can only happen
  after the unlikely event that shareholder's equity has been
  reduced to zero and reserves are exhausted.  This means that,
  unless stated otherwise, these instruments are rated one notch
  below the Adjusted BCA.

Moody's notes that it does not rate any junior subordinated debt
issued under the new features approved for these instruments in
Circular 3/2008 of Bank of Spain.

* The loss absorption for non-cumulative preferred securities
  while the issuer remains a going concern stems from the
  permanent principal write-down feature and the non-cumulative
  deferral nature of their coupon.  Coupon skip is mandatory if
  the issuer does not have sufficient net profits or is below
  minimum regulatory capital requirements and although the
  permanent principal write down clause implies that there could
  be losses on principal outside liquidation, this can only happen
  after the unlikely event that shareholder's equity has been
  reduced to zero and reserves are exhausted.  Together with their
  deeply subordinated claim in liquidation, this means that,
  unless stated otherwise, these instruments are rated four
  notches below the Adjusted BCA.

The rating actions on each Spanish bank are:

1) Banco Santander, S.A.

The Adjusted BCA for Banco Santander is A1, which is the same
level as its unadjusted BCA.

These securities issued by Banco Santander's subsidiaries were
affected by this rating action:

* Junior subordinated debt (Upper Tier 2): Downgraded to A2 from
  A1.  These instruments were issued by Santander Central Hispano
  Fin. Serv. Ltd and Santander Perpetual, S.A. Unipersonal,
  subsidiaries of Banco Santander, guaranteed by Banco Santander.

* Non-cumulative preferred securities: Downgraded to Baa2 from A2.

These instruments were issued by Santander Finance Capital, S.A.
Unipersonal, Santander Finance Preferred, S.A. Unipersonal and
Santander International Preferred, S.A. Unipersonal, subsidiaries
of Banco Santander, guaranteed by Banco Santander.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Banco Santander's
B- BFSR and corresponding A1 BCA.

2) Banco Bilbao Vizcaya Argentaria, S.A.

The Adjusted BCA for BBVA is A1, which is the same level as its
unadjusted BCA.

These securities issued by BBVA's subsidiaries were affected by
this rating action:

* Non-cumulative preferred securities: Downgraded to Baa2 from A2.
  These instruments were issued by BBVA Capital Finance, S.A
  Unipersonal, BBVA International Limited and BBVA International
  Preferred S.A. Unipersonal, subsidiaries of BBVA, guaranteed by
  BBVA.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on BBVA's B- BFSR and
corresponding A1 BCA.

3) Caja de Ahorros y Pensiones de Barcelona ("La Caixa")

The Adjusted BCA for La Caixa is A1, which is the same level as
its unadjusted BCA as it is not affected by group support from the
savings banks.

These securities issued by La Caixa and subsidiaries were affected
by this rating action:

* Non-cumulative preferred securities: Downgraded to Baa2 from A2.
  These instruments were issued by La Caixa and Caixa Preference
  Limited, a subsidiary of La Caixa, guaranteed by La Caixa.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on La Caixa's B- BFSR
and corresponding A1 BCA.

4) Bankinter, S.A.

The Adjusted BCA for Bankinter is A3, which is the same level as
its unadjusted BCA.

These securities issued by Bankinter's subsidiaries were affected
by this rating action:

* Non-cumulative preferred securities: Downgraded to Ba1 from
  Baa1.  These instruments were issued by Bankinter Emisiones,
  S.A. Unipersonal, a subsidiary of Bankinter, guaranteed by
  Bankinter, S.A.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Bankinter's C BFSR
and corresponding A3 BCA.

5) Banco Popular Espanol, S.A.

The Adjusted BCA for Banco Popular is Baa1, which is the same
level as its unadjusted BCA.

These securities issued by Banco Popular's subsidiaries were
affected by this rating action:

* Non-cumulative preferred securities: Downgraded to Ba2 from
  Baa2.  These instruments were issued by Popular Capital, S.A.
  and Popular Preference (Cayman) Limited, subsidiaries of Banco
  Popular, guaranteed by Banco Popular, S.A.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Banco Popular's C-
BFSR and corresponding Baa1 BCA.

6) Banco Espanol de Credito, S.A. ("Banesto")

The Adjusted BCA for Banesto is A3, which is two notches higher
than its unadjusted BCA of Baa2, due to parental support from
Banco Santander, which is rated Aa2 for long-term deposits, and
with a BFSR of B- corresponding to a BCA of A1.

These securities issued by Banesto and subsidiaries were affected
by this rating action:

* Non-cumulative preferred securities: Downgraded to Ba1 from
  Baa1.  These instruments were issued by Banesto and by Banesto
  Preferentes, S.A. and Banesto Holdings, Ltd., subsidiaries of
  Banesto, guaranteed by Banesto.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Banesto's C- BFSR
and corresponding Baa2 BCA.

7) Banco Sabadell

The Adjusted BCA for Banco Sabadell is Baa2, which is the same
level as its unadjusted BCA.

These securities issued by Banco Sabadell were affected by this
rating action:

* Non-cumulative preferred securities: Downgraded to Ba3 from
  Baa3.

* Mandatory subordinated convertible bonds: Downgraded to Ba3 from
  Baa3.  This instrument mandatorily converts into a fixed number
  of common shares the earlier of the maturity date or in
  liquidation.  In addition, holders have the right to convert the
  instrument on each anniversary of the issue or when a coupon
  payment is skipped.  Coupons will be cancelled if the issuer
  does not have sufficient net profits or is below minimum
  regulatory capital requirements, or if the issuer elects not to
  pay.  Any unpaid coupons are non-cumulative.  This instrument is
  deeply subordinated as it ranks junior to all liabilities of the
  issuer, including preferred securities.  In rating this
  instrument Moody's considers the ability of the bank to make
  coupon payments and honour the conversion to common equity and
  therefore it is rated four notches below the Adjusted BCA.  The
  rating does not take into consideration the value of common
  equity at the time of conversion.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Banco Sabadell's C-
BFSR and corresponding Baa2 BCA.

8) Ibercaja

The Adjusted BCA for Ibercaja is Baa2, which is the same level as
its unadjusted BCA as it is not affected by group support from the
savings banks.

These securities issued by Ibercaja were affected by this rating
action:

* Non-cumulative preferred securities: Downgraded to Ba3 from
  Baa3.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Ibercaja's C- BFSR
and corresponding Baa2 BCA.

9) Caja de Ahorros y Monte Piedad de Madrid

The Adjusted BCA for Caja Madrid is Ba1, which is the same level
as its unadjusted BCA as it is not affected by group support from
the savings banks.

These securities issued by Caja Madrid's subsidiaries were
affected by this rating action:

* Non-cumulative preferred securities: Downgraded to B2 from Ba2.
  These instruments were issued by Caja Madrid Finance Preferred,
  S.A., a subsidiary of Caja Madrid, guaranteed by Caja Madrid.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Caja Madrid's D+
BFSR and corresponding Ba1 BCA.

10) Caja Duero

The Adjusted BCA for Caja Duero is Ba1, which is the same level as
its unadjusted BCA as it is not affected by group support from the
savings banks.

These securities issued by Caja Duero and subsidiaries were
affected by this rating action:

* Non-cumulative preferred securities: Downgraded to B2 from Ba2.
  This instrument was issued by Caja Duero Capital SA Unipersonal,
  a subsidiary of Caja Duero, guaranteed by Caja Duero.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Caja Duero's D+
BFSR and corresponding Ba1 BCA.

11) Caixa Galicia

The Adjusted BCA for Caixa Galicia is Ba1, which is one notch
higher than its unadjusted BCA of Ba2, due to group support from
the savings banks.

These securities issued by Caixa Galicia and subsidiaries were
affected by this rating action:

* Junior subordinated debt (Upper Tier 2): Downgraded to Ba2 from
  Baa3.

* Non-cumulative preferred securities: Downgraded to B2 from Ba3.
  These instruments were issued by Caixa Galicia Preferentes S.A,
  a subsidiary of Caixa Galicia, guaranteed by Caixa Galicia.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Caixa Galicia's D
BFSR and corresponding Ba2 BCA.

12) Banco Pastor, S.A.

The Adjusted BCA for Banco Pastor is Ba2, which is the same level
as its unadjusted BCA.

These securities issued by Banco Pastor and subsidiaries were
affected by this rating action:

* Junior subordinated debt (Upper Tier 2): Downgraded to Ba3 from
  Baa3

* Non-cumulative preferred securities: Downgraded to B3 from Ba3.
  These instruments were issued by Pastor Participaciones
  Preferentes SA Unipersonal, a subsidiary of Banco Pastor,
  guaranteed by Banco Pastor.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Banco Pastor's D
BFSR and corresponding Ba2 BCA.

13) Caixa d'Estalvis de Terrassa

The Adjusted BCA for Caixa d'Estalvis de Terrassa is Ba1, which is
one notch higher than its unadjusted BCA of Ba2, due to group
support from the savings banks.

The security issued by Caixa d'Estalvis de Terrassa was affected
by this rating action:

* Junior subordinated debt (Upper Tier 2): Confirmed at Ba2.

The outlook on the rating of the affected instrument is negative,
in line with the negative outlook on Caixa d'Estalvis de
Terrassa's D BFSR and corresponding Ba2 BCA.

14) Banco de Valencia, S.A.

The Adjusted BCA for Banco de Valencia is Ba3, which is the same
level as its unadjusted BCA.

These securities issued by Banco de Valencia's subsidiary were
affected by this rating action:

* Non-cumulative preferred securities: Downgraded to Caa1 from B1.
  This instrument was issued by BVA Preferentes S.A., a subsidiary
  of Banco de Valencia, guaranteed by Banco de Valencia.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Banco de Valencia's
D- BFSR and corresponding Ba3 BCA.

15) Caja de Ahorros de Valencia, Castell¢n y Alicante ("Bancaja")

The Adjusted BCA for Bancaja is Ba2, which is one notch higher
than its unadjusted BCA of Ba3, due to group support from the
savings banks.

These securities issued by Bancaja and subsidiaries were affected
by this rating action:

* Junior subordinated debt (Upper Tier 2): Downgraded to Ba3 from
  Baa3.  These instruments were issued by Bancaja and Bancaja
  Emisiones, S.A. Unipersonal, a subsidiary of Bancaja, guaranteed
  by Bancaja.

* Non-cumulative preferred securities: Downgraded to B3 from B1.
  This instrument was issued by Bancaja Capital, S.A. Unipersonal,
  a subsidiary of Bancaja, guaranteed by Bancaja.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Bancaja's D- BFSR
and corresponding Ba3 BCA.

16) Caixa Catalunya

The Adjusted BCA for Caixa Catalunya is Ba2, which is one notch
higher than its unadjusted BCA of Ba3, due to group support from
the savings banks.

These securities issued by Caixa Catalunya and subsidiaries were
affected by this rating action:

* Non-cumulative preferred securities: Downgraded to B3 from B1.
  These instruments were issued by Caixa Catalunya Preferential
  Issuance Limited, a subsidiary of Caixa Catalunya, guaranteed by
  Caixa Catalunya.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Caixa Catalunya's
D- BFSR and corresponding Ba3 BCA.

17) Caja de Ahorros de Santander y Cantabria

The Adjusted BCA for Caja de Ahorros de Santander y Cantabria is
Ba2, which is one notch higher than its unadjusted BCA of Ba3, due
to group support from the savings banks.

These securities issued by Caja de Ahorros de Santander y
Cantabria were affected by this rating action:

* Non-cumulative preferred securities: Downgraded to B3 from B1.
  These instruments were issued by Caja de Ahorros de Santander y
  Cantabria and Cantabria Preferentes, S.A., a subsidiary of Caja
  de Ahorros de Santander y Cantabria, guaranteed by Caja de
  Ahorros de Santander y Cantabria.

The outlook on the ratings of all the affected instruments is
negative, in line with the negative outlook on Caja de Ahorros de
Santander y Cantabria's D- BFSR and corresponding Ba3 BCA.

18) Caja de Insular de Ahorros de Canarias

The Adjusted BCA for Caja de Insular de Ahorros de Canarias is
Ba2, which is one notch higher than its unadjusted BCA of Ba3, due
to group support from the savings banks.

This security issued by Caja Insular de Ahorros de Canarias was
affected by this rating action:

* Junior subordinated debt (Upper Tier 2): Downgraded to Ba3 from
  Ba1

The outlook on the ratings of the affected instrument is negative,
in line with the negative outlook on Caja Insular de Ahorros de
Canarias's D- BFSR and corresponding Ba3 BCA.

The last rating action on Banco Santander was on November 18,
2009, when the bank's junior subordinated debt rating and
preference shares rating were placed on review for possible
downgrade.

Banco Santander is headquartered in Madrid, Spain.  At 31 December
2009, it had total assets of EUR1,111 billion (unaudited).

The last rating action on BBVA was on November 18, 2009, when the
bank's preference shares rating was placed on review for possible
downgrade.

BBVA is headquartered in Bilbao, Spain.  At December 31, 2009, it
had total assets of EUR535 billion (unaudited).

The last rating action on La Caixa was on November 18, 2009, when
the bank's preference shares rating was placed on review for
possible downgrade.

La Caixa is headquartered in Barcelona, Spain.  At December 31,
2009, it had total assets of EUR272 billion (unaudited).

The last rating action on Bankinter was on November 18, 2009, when
the bank's preference shares rating was placed on review for
possible downgrade.

Bankinter is headquartered in Madrid, Spain.  At December 31,
2009, it had total assets of EUR54 billion (unaudited).

The last rating action on Banco Popular was on November 18, 2009,
when the bank's preference shares rating was placed on review for
possible downgrade.

Banco Popular is headquartered in Madrid, Spain.  At December 31,
2009, it had total assets of EUR129 billion (unaudited).

The last rating action on Banesto was on November 18, 2009, when
the bank's preference shares rating was placed on review for
possible downgrade.

Banesto is headquartered in Madrid, Spain.  At December 31, 2009,
it had total assets of EUR122 billion (unaudited).

The last rating action on Banco Sabadell was on November 18, 2009,
when the bank's preference shares rating and mandatory
subordinated convertible bonds rating were placed on review for
possible downgrade.

Banco Sabadell is headquartered in Sabadell, Spain.  At
December 31, 2009, it had total assets of EUR82.8 billion
(unaudited).

The last rating action on Ibercaja was on November 18, 2009, when
the preference shares rating were placed on review for possible
downgrade.

Ibercaja is headquartered in Zaragoza, Spain.  At September 30,
2009, it had total assets of EUR45.6 billion (unaudited).

The last rating action on Caja Madrid was on November 18, 2009,
when the bank's preference shares rating was placed on review for
possible downgrade.

Caja Madrid is headquartered in Madrid, Spain.  At December 31,
2009, it had total assets of EUR192 billion (unaudited).

The last rating action on Caja Duero was on November 18, 2009,
when the bank's preference shares rating was placed on review for
possible downgrade.

Caja Duero is headquartered in Salamanca, Spain.  At September 30,
2009, it had total assets of EUR20.5 billion (unaudited).

The last rating action on Caixa Galicia was on November 18, 2009,
when the junior subordinated debt rating and preference shares
rating were placed on review for possible downgrade.

Caixa Galicia is headquartered in La Coruna, Spain.  At
September 30, 2009, it had total assets of EUR45.1 billion
(unaudited).

The last rating action on Banco Pastor was on November 18, 2009,
when the bank's junior subordinated debt rating and preference
shares rating were placed on review for possible downgrade.

Banco Pastor is headquartered in La Coruna, Spain.  At
September 30, 2009, it had total assets of EUR29.2 billion
(unaudited).

The last rating action on Caixa d'Estalvis de Terrassa was on
November 18, 2009, when the bank's junior subordinated debt rating
was placed on review for possible downgrade.

Caixa d'Estalvis de Terrassa is headquartered in Terrassa
(Catalonia), Spain.  At September 30, 2009, it had total assets of
EUR12.5 billion (unaudited).

The last rating action on Banco de Valencia was on November 18,
2009, when the preference shares rating were placed on review for
possible downgrade.

Banco de Valencia is headquartered in Valencia, Spain.  At
December 31, 2009, it had total assets of EUR22.8 billion
(unaudited).

The last rating action on Caja de Ahorros de Valencia, Castell¢n y
Alicante ("Bancaja") was on November 18, 2009, when the junior
subordinated debt rating and preference shares rating were placed
on review for possible downgrade.

Bancaja is headquartered in Valencia, Spain.  At December 31,
2009, it had total assets of EUR111.5 billion (unaudited).

The last rating action on Caixa Catalunya was on November 18,
2009, when the bank's preference shares rating was placed on
review for possible downgrade.

Caixa Catalunya is headquartered in Barcelona, Spain.  At
September 30, 2009, it had total assets of EUR64.4 billion
(unaudited).

The last rating action on Caja de Ahorros de Santander y Cantabria
was on November 18, 2009, when the preference shares rating were
placed on review for possible downgrade.

Caja de Ahorros de Santander y Cantabria is headquartered in
Santander, Spain.  At September 30, 2009, it had total assets of
EUR10.4 billion (unaudited).

The last rating action on Caja Insular de Ahorros de Canarias was
on November 18, 2009, when the bank's junior subordinated debt
rating was placed on review for possible downgrade.

Caja Insular de Ahorros de Canarias is headquartered in Las Palmas
de Gran Canaria (Canary Islands), Spain.  At September 30, 2009,
it had total assets of EUR9.5 billion (unaudited).


CM BANCAJA: S&P Puts 'BB-'Rated Class D Notes on Watch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services placed on CreditWatch negative
its credit ratings on CM Bancaja 1, Fondo de Titulizacion de
Activos's notes.

The rating actions follow S&P's ongoing review of single-obligor
concentration risk under the framework of its updated European
small and midsize enterprise criteria.  As of the most recent
investor report S&P has seen, 81 mortgage loans granted to Spanish
corporate entities back the deal.  The largest loan accounts for
9.98% of current balance and the top 10 loans represent 41.71% of
the pool, compared with 4.89% and 32.27% at closing, respectively.

The current outstanding balance of the pool backing the deal is
28% of the original balance, equal to EUR151.72 million.  The cash
reserve is fully funded at EUR13.82 million, representing 8.90% of
the outstanding balance, and the current level of the class A
credit enhancement is 40.52%.  The transaction reports only 1.96%
of loans in arrears for more than 90 days.  Only two loans have
defaulted since closing.  The first one accounted for almost
EUR1 million and was fully recovered in December 2009.  The second
one defaulted in December 2009 and its balance was EUR1.5 million.

Although the deal shows relatively better performance than the
average Spanish SME transaction, in S&P's opinion, the current
credit support may no longer be commensurate with the current
rating levels due to the single-borrower concentration.

S&P will maintain close contact with the originator to monitor the
concentration risk.  Additionally, S&P will complete its updated
credit and cash flow analyses to assess whether credit enhancement
levels are sufficient to support the current ratings.

                           Ratings List

              Ratings Placed On Creditwatch Negative

         CM Bancaja 1, Fondo de Titulizacion de Activos
                EUR556.2 Million Floating-Rate Notes

                                 Rating
                                 ------
          Class       To                          From
          -----       --                          ----
          A           AAA/Watch Neg               AAA
          B           A/Watch Neg                 A
          C           BBB/Watch Neg               BBB
          D           BB-/Watch Neg               BB-


FONDO DE TITULIZACION: S&P Junks Rating on Class D Notes From B
---------------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions on Fondo de Titulizacion de Activos Santander Consumer
Spain Auto 06, Fondo de Titulizacion de Activos Santander Consumer
Spain Auto 07-1, and Fondo de Titulizacion de Activos Santander
Consumer Spain 07-2.

In Consumer Auto 06, S&P downgraded:

  -- Class B to 'A-' from 'A';
  -- Class C to 'BB+' from 'BBB'; and
  -- Class D to 'B+' from 'BB'.

S&P also affirmed the rating on class A, and the rating on class E
is unaffected.

In Consumer Auto 07-1, S&P downgraded class C to 'B+' from 'BB',
and affirmed all the other ratings.  The rating on class D is
unaffected.

In Consumer Auto 07-2, S&P downgraded:

  -- Class A to AA- from AAA;
  -- Class B to BBB- from A;
  -- Class C to BB- from BBB; and
  -- Class D to CCC from B.
  -- The rating on class E is unaffected.

The rating actions follow S&P's review of the transactions'
performance.  The three Santander Consumer Auto transactions
report high delinquency rates.  In S&P's opinion, a large portion
of severe arrears may transition to defaults in the short to
medium term, due to the negative effect of current high levels of
unemployment in Spain, a primary factor behind the performance of
consumer securitizations.

In Consumer Auto 06, the issuer drew on its cash reserve for the
first time on the July interest payment date.  As of February 23,
the cash reserve is EUR17.86 million, instead of the required
level of EUR20.25 million, and represents 3% of the current
outstanding note balance.  Loans in arrears for more than 90 days
account for 5.34% of the current outstanding balance of the
collateral.  The cumulative gross losses over the original balance
of the pool are 2.19% and the interest deferral trigger for class
D based on cumulative default as a percentage of the original
collateral balance is set at 3.91%.

In Consumer Auto 07-1, the cash reserve is fully funded at its
required level of EUR40 million, representing 3.33% of the current
notes.  Nevertheless, during the last reporting period, the
transaction reported a 90+ day delinquency rate of 6.49% over the
current balance of the pool.  The current level of cumulative
defaults is EUR19 million corresponding to 1% of the original
balance of the notes.

In Consumer Auto 07-2, the issuer fully drew on the cash reserve,
and the current level of 90+ day arrears represents 9.29% of the
current pool.  The fund accumulated defaulted loans of 5.6% of the
original note balance.  The issuer can defer interest payments on
class D when the cumulative default ratio reaches 10.5%.  In
addition, the fund reported a principal shortfall on the class A
amortization of EUR15.98 million.

The notes issued by Consumer Auto 06 and Consumer Auto 07-1 are
backed by a portfolio of Spanish consumer loans originated by
Santander Consumer E.F.C., and granted to individuals and
enterprises for buying new or used cars.  The notes issued by
Consumer Spain 07-2 are backed by a portfolio of both auto and
consumer loans granted to individuals and businesses domiciled in

                           Ratings List

     Ratings Removed From Creditwatch Negative and Downgraded

Fondo de Titulizacion de Activos Santander Consumer Spain Auto 06
                EUR1.36 Billion Floating-Rate Notes

                              Rating
                              ------
        Class       To                      From
        -----       --                      ----
        C           BB+                      BBB/Watch Neg
        D           B+                       BB/Watch Neg

            Fondo de Titulizacion de Activos Santander
                     Consumer Spain Auto 07-1
                EUR2.04 Billion Floating-Rate Notes

                              Rating
                              ------
        Class       To                      From
        -----       --                      ----
        C           B+                       BB/Watch Neg

  Fondo de Titulizacion de Activos Santander Consumer Spain 07-2
               EUR1.02 Billion Floating-Rate Notes

                              Rating
                              ------
        Class       To                      From
        -----       --                      ----
        A           AA-                      AAA/Watch Neg
        B           BBB-                     A/Watch Neg
        C           BB-                      BBB/Watch Neg
        D           CCC                      B/Watch Neg

                         Rating Lowered

Fondo de Titulizacion de Activos Santander Consumer Spain Auto 06
              EUR1.360.2 Billion Floating-Rate Notes

                                   Rating
                                   ------
             Class       To                      From
             -----       --                      ----
             B            A-                       A

                         Rating Affirmed

Fondo de Titulizacion de Activos Santander Consumer Spain Auto 06
              EUR1.360.2 Billion Floating-Rate Notes

                       Class        Rating
                       -----        ------
                       A            AAA

       Fondo de Titulizacion de Activos Santander Consumer
                          Spain Auto 07-1
               EUR2.040 Billion Floating-Rate Notes

                       Class        Rating
                       -----        ------
                       A           AAA
                       B           BBB

                        Rating Unaffected

Fondo de Titulizacion de Activos Santander Consumer Spain Auto 06
             EUR1.360.2 Billion Floating-Rate Notes

                       Class        Rating
                       -----        ------
                       E            D

       Fondo de Titulizacion de Activos Santander Consumer
                          Spain Auto 07-1
               EUR2.040 Billion Floating-Rate Notes

                       Class        Rating
                       -----        ------
                       D           CCC-


  Fondo de Titulizacion de Activos Santander Consumer Spain 07-2
               EUR1.02 Billion Floating-Rate Notes

                       Class        Rating
                       -----        ------
                       E            D


PRISA: In Talks to Sell Stake to Help Repay EUR4.9 Mil. Debts
-------------------------------------------------------------
Mark Mulligan at The Financial Times reports that Prisa is in
talks with foreign investors about selling a large stake to help
pay down net debts of about EUR4.9 billion (US$6.6 billion).

According to the FT, the company, which announced a EUR1.9 billion
bridge loan refinancing on Monday, confirmed in a regulatory
filing on Tuesday that the investors could inject between EUR450
million and EUR600 million of fresh capital.

The entire company, whose shares have been buffeted by debt
worries and a sharp downturn in advertising revenues, was valued
on Tuesday at EUR730 million, suggesting the issue of new equity
in such a deal.

"In the last few months talks have been held with various groups
and Prisa confirms that it could soon reach agreement with a group
of international investors interested in participating in the
share capital of the company," the FT quoted the company as
saying.  "The holding of the main shareholder could be reduced as
a result of this operation, but this would not affect control of
the company."

The FT relates pressure from lenders has forced it to sell stakes
in most of its business divisions, including a total of 44% of the
pay-TV business Digital Plus to Mediaset, the Italian media group
controlled by Silvio Berlusconi, and Telefonica, the Spanish
telecommunications group.

The FT notes that while the company had concluded its divestment
program, it would continue the debt restructuring as it sought to
"develop a stable capital structure in the medium and long-term".

PRISA (Promotora de Informaciones, S.A), (BMAD: PRS) --
http://www.prisa.es/-- is a media conglomerate and the biggest
publisher in Spain.  The group was founded in 1972 by Jesus de
Polanco.


=====================
S W I T Z E R L A N D
=====================


PETROPLUS HOLDING: S&P Downgrades Corporate Credit Rating to 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it had lowered its
long-term corporate credit rating on Switzerland-based refiner
Petroplus Holding AG to 'B+' from 'BB-'.  The outlook is negative.
At the same time the rating was removed from CreditWatch were it
was placed with negative implications on Feb. 5, 2010.

S&P also lowered its senior unsecured debt rating on US$1.6
billion in note issues and a US$150 million convertible bond issue
by Petroplus Finance Ltd. (Bermuda) to 'B' from 'B+'.  The
recovery ratings of '5' remain unchanged.

"The rating action reflects S&P's decision to revise down
Petroplus' profitability score and poor market conditions for
European refiners," said Standard & Poor's credit analyst Per
Karlsson.

It follows a very weak 2009 operating performance and negative
free cash flows, and reflects credit metrics that are not
consistent with the previous 'BB-' rating.  However, S&P factors
in a degree of recovery in EBITDA from the trough recorded in
2009.

Petroplus posted last-in-first-out adjusted EBITDA of only
US$240 million (adjusted to reflect US$80 million in costs related
to non-recurring incidents).  Profitability and free cash flow
were extremely weak in the third and fourth quarter of 2009.  This
was largely a result of depressed refining margins falling to
their lowest levels in a decade, and of low utilization rates
following incidents and refinery turnarounds.  S&P estimate that
debt to EBITDA was above 8x and FFO to debt was below 5%.

For 2010, S&P's credit scenario assumes Petroplus' EBITDA will
recover somewhat and S&P expects EBITDA of US$450 million-
US$500 million, helped by cost cutting initiatives and higher
utilization rates.  S&P also expects some improvement in crack
spreads compared with the second half of 2009, but nevertheless
expect industry conditions to remain challenging.  Management has
indicated that it expects capital spending of about US$350
million, which implies that free operating cash flow will remain
neutral to negative through 2010.  Consequently S&P now expects
near-term funds from operations to debt of 10%-15% and debt to
EBITDA at or above 5x.  At the end of 2009, adjusted debt stood at
US$2.3 billion (after S&P's standard adjustments for operating
leases, pensions, and trade receivables sold).

The ratings continue to reflect Petroplus' exposure to the highly
competitive northwest European refining environment, the current
deep cyclical downturn, the group's below-average profitability
and currently very weak credit metrics.  Factors supporting the
ratings include the group's experienced management team and
related management actions -- such as cost cutting initiative and
a September 2009 capital injection.  They also include the group's
favorable debt maturity profile; the first major debt maturities
do not occur until 2014.

The negative outlook reflects S&P's uncertainty about Petroplus'
profits and free cash flow in 2010, in light of the currently
difficult industry environment.


===========
T U R K E Y
===========


DOGUS HOLDING: S&P Gives Positive Outlook; Affirms 'BB-/B' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Turkish holding company Dogus Holding A.S. to positive from
stable.

At the same time, S&P affirmed the 'BB-/B' long- and short-term
counterparty credit ratings on Dogus.

The outlook revision reflects S&P's upgrade of the Republic of
Turkey (foreign currency BB/Positive/B; local currency
BB+/Positive/B), which led to a subsequent upgrade of Turkiye
Garanti Bankasi A.S. (BB/Positive/--), Dogus' largest investment.

"The upgrades of Turkey and Garanti positively affect S&P's view
of Dogus' portfolio quality, which, if combined with sustained low
financial gearing, could weigh positively on the ratings on Dogus
in the medium term," said Standard & Poor's credit analyst Mohamed
Damak.

The ratings on Dogus continue to reflect S&P's perception of
still-high country risks in Turkey, where Dogus' investments are
concentrated, the challenging operating and macroeconomic
environment for Dogus' non-financial investments, and the
company's large concentration on Garanti, on which S&P's rating
remains noninvestment grade.  Mitigating these negative factors
are the financial flexibility offered by Dogus' sizable portfolio
of listed equity stakes--mainly Garanti and Dogus Otomotiv Servis
A.S. (not rated), the company's significant influence over
Garanti, and management's commitment to control and limit leverage
at moderate levels.

"The positive outlook reflects the potential for further
improvement in Dogus' portfolio risk profile, which could lead to
a positive rating action," said Mr. Damak.  "Dogus' broadened
portfolio diversification, strengthened asset quality, and
retention of a high share of listed minority investments, and
sustained low financial gearing over time are factors that could
prompt us to raise the ratings."

S&P views investment activity, operating and financial performance
at subsidiaries, future dividend policy, and asset coverage as key
considerations for the future direction of ratings.  The ratings
could come under downward pressure if Dogus pursues a more
aggressive growth strategy, its portfolio risk profile weakens, or
it maintains a more aggressive financial policy, increasing the
loan-to-value ratio (the measure of net debt at the holding
company and non-financial subsidiary levels versus S&P's adjusted
value of the investment portfolio) above the 40% that S&P
currently factor into the ratings.


=============
U K R A I N E
=============


UKRTELECOM VAT: Wants to Delay Next Payment on US$500 Mil. Loan
---------------------------------------------------------------
Daryna Krasnolutska at Bloomberg News, citing Interfax, reports
that VAT Ukrtelecom wants to delay its next payment on a US$500
million loan from Deutsche Bank AG and Credit Suisse Group AG.

According to Bloomberg, Interfax, citing a letter from Ukrtelecom
Chief Executive Officer Heorhiy Dzekon to the head of Ukraine's
communications agency, said the company wants to extend the
deadline for 75% of the payment by at least three months.

Bloomberg relates the news agency said Ukrtelecom doesn't have
enough funds and wants to avoid taking more expensive short-term
loans to pay the debt on time.

Interfax did not disclose how much is scheduled to be repaid or
when the next payment is due, Bloomberg notes.

Ukrtelecom VAT (Ukrtelecom JSC) -- http://www.ukrtelecom.ua/-- is
a Ukraine-based national telecommunication operator.  It provides
telephone communication services throughout Ukraine, rendering all
kinds of telecommunication services: international, long-distance
and local telephony; data transmission including based on
Asynchronous Transfer Mode (ATM)/Frame Relay technology; Internet
network access including dial-up and broadband access based on
digital subscriber line (xDSL) technologies; granting dedicated
switched circuits for use; Integrated Services Digital Network
(ISDN); video-conference communication; satellite and wire
communication; technical maintenance of radio and television
broadcasting networks, telegraph and telex communication.  The
Company operates through 33 branches locates countrywide.


===========================
U N I T E D   K I N G D O M
===========================


AERO INVENTORY: U.K. Serious Fraud Office to Probe Collapse
-----------------------------------------------------------
Lindsay Fortado at Bloomberg News reports that the U.K. Serious
Fraud Office is investigating the collapse last year of Aero
Inventory Plc.

Bloomberg relates David Jones, a spokesman for the SFO, said
Tuesday the regulator, which prosecutes white-collar crime, opened
the investigation due to "information it received after Aero
collapsed".

As reported by the Troubled Company Reporter-Europe on Nov. 18,
2009, The Financial Times said Aero called in administrators KPMG
after the sharp downturn in the aviation industry hit its cash
flow and existing financial backers, spooked by delayed results,
improperly valued stock and the suspension of its shares, refused
to provide emergency funding.  The FT disclosed company had net
debt of US$466.2 million (GBP280 million) at the half-year and was
extremely cash intensive.

Aero Inventory plc -- http://www.aero-inventory.com/-- is a
holding company to its subsidiary undertakings.  Aero Inventory
(UK) Limited is primarily engaged in procurement and inventory
management for the aerospace industry.  Aero Inventory (Hong Kong)
Limited, Aero Inventory (Switzerland) AG, Aero Inventory
(Australia) Pty Limited, Aero Inventory (Canada) Inc., Aero
Inventory (Bahrain) SPC and Aero Inventory Japan KK provide
customer support in relation to the activities of Aero Inventory
(UK) Limited. Aero Inventory (USA) Inc. provides services to Aero
Inventory (UK) Limited in relation to the procurement and
purchasing of aircraft parts, logistics and the sale of parts to
non-contract customers in the United States.  The Company
principally operates in the United Kingdom, rest of Europe and
Middle East, America and Asia Pacific.


ALBA 2006-1: Fitch Affirms Rating on Class F Notes at 'CC'
----------------------------------------------------------
Fitch Ratings has affirmed all tranches of the ALBA 2006-1 PLC
series of UK non-conforming RMBS transactions.  Fitch has
simultaneously removed all of Alba 2006-2 PLC's and Alba 2007-1
PLC's tranches from Rating Watch Negative among other rating
actions.

Fitch had placed Alba 2006-2 and 2007-1 on RWN on September 21,
2009, following the issuer's announcement on the possibility of an
event of default.  Since then, the issuer has communicated that
there were adequate funds to make the necessary payments on the
notes.  Even though the payments due were made within the required
timeframe following their payment dates, at the time, Fitch did
not have a clear explanation from the issuer of the reasons that
led to the delayed payments and therefore kept the two
transactions on RWN.  The reason for the delay has since been
explained as being due to omission in reporting of certain fees
and expenses payable by the issuer that had not been correctly
attributed to the transaction cashflow.

Fitch has since been provided with detailed information on the
cashflow timings and identification of the expenses and revenues
paid and received by the servicer.  Fitch has also noted that the
investor reports have been amended to reflect the correct
cashflows and that the cash manager has been instructed by the
issuers of all three transactions to conduct reversals of payments
made to noteholders in accordance with the amended reports.

In Fitch's opinion the transaction parties have taken appropriate
steps to resolve the situation and limit the possibility of such
events occurring again.  Fitch has therefore affirmed all tranches
and removed the RWN assigned to the notes of Alba 2006-2 and 2007-
1.

Overall collateral performance in all three transactions,
especially the arrears levels, has improved over the last two
quarters.  Loans in arrears for more than three months have
declined to 18.11%, 15.75% and 10.81% from 19.61%, 17.17% and
12.85%, respectively for all three transactions.  Although reserve
funds remain below their target levels, the transactions were able
to generate enough excess spread to begin clearing losses and
their respective PDLs.  Fitch notes that the improved collateral
performance is due to improved affordability as a result of low UK
interest rates.  Fitch expects that as interest rates rise this
will be detrimental to the future performance of these
transactions, and will in particular put additional pressure on
borrowers who have been unable to clear past arrears during a
period of low interest rates.  Fitch has therefore affirmed the
current ratings, but left the junior classes of all three
transactions on Outlook Negative or assigned a Recovery Rating to
reflect the possibility of worsening pool performance.

The rating actions are:

Alba 2006-1 PLC:

  -- Class A3a (ISIN XS0254830499): affirmed at 'AAA'; Outlook
     Stable; assigned a Loss Severity Rating of 'LS-2'

  -- Class A3b (ISIN XS0254831893): affirmed at 'AAA'; Outlook
     Stable; assigned a Loss Severity Rating of 'LS-2'

  -- Class B (ISIN XS0254833089): affirmed at 'AA'; Outlook
     Stable; assigned a Loss Severity Rating of 'LS-3'

  -- Class C (ISIN XS0254833758): affirmed at 'A'; Outlook revised
     to Stable from Negative; assigned a Loss Severity Rating of
     'LS-3'

  -- Class D (ISIN XS0254834053): affirmed at 'BB'; Outlook
     Negative; assigned a Loss Severity Rating of 'LS-3'

  -- Class E (ISIN XS0254834301): affirmed at 'CCC'; assigned
     Recovery Rating of 'RR5'

  -- MERCS (ISIN XS0255419284): affirmed at 'AAA'; Outlook Stable

Alba 2006-2 PLC:

  -- Class A3a (ISIN XS0271529967): affirmed at 'AAA'; removed
     from RWN; assigned a Stable Outlook; assigned a Loss Severity
     Rating of 'LS-1'

  -- Class A3b (ISIN XS0272876623): affirmed at 'AAA'; removed
     from RWN; assigned a Stable Outlook; assigned a Loss Severity
     Rating of 'LS-1'

  -- Class B (ISIN XS0271530114): affirmed at 'AAA'; removed from
     RWN; assigned a Stable Outlook; assigned a Loss Severity
     Rating of 'LS-3'

  -- Class C (ISIN XS0271530544): affirmed at 'AA'; removed from
     RWN; assigned a Stable Outlook; assigned a Loss Severity
     Rating of 'LS-3'

  -- Class D (ISIN XS0271530973): affirmed at 'BBB+'; removed from
     RWN; assigned a Stable Outlook; assigned a Loss Severity
     Rating of 'LS-3'

  -- Class E (ISIN XS0271531435): affirmed at 'B'; removed from
     RWN; assigned a Negative Outlook; assigned a Loss Severity
     Rating of 'LS-3'

  -- Class F (ISIN XS0272877514): affirmed at 'CC'; removed from
     RWN; assigned Recovery Rating of 'RR5'

  -- MERCS (ISIN XS0272869172): affirmed at 'AAA'; removed from
     RWN; assigned a Stable Outlook

Alba 2007-1 Plc

  -- Class A2 (ISIN XS0301704747): affirmed at 'AA+'; removed from
     RWN; assigned a Stable Outlook; assigned a Loss Severity
     Rating of 'LS-1'

  -- Class A3 (ISIN XS0301721832): affirmed at 'AA+'; removed from
     RWN; assigned a Stable Outlook; assigned a Loss Severity
     Rating of 'LS-1'

  -- Class B (ISIN XS0301706288): affirmed at 'AA-'; removed from
     RWN; assigned a Stable Outlook; assigned a Loss Severity
     Rating of 'LS-3'

  -- Class C (ISIN XS0301707096): affirmed at 'BBB'; removed from
     RWN; assigned a Stable Outlook; assigned a Loss Severity
     Rating of 'LS-3'

  -- Class D (ISIN XS0301708060): affirmed at 'BB'; removed from
     RWN; assigned a Negative Outlook; assigned a Loss Severity
     Rating of 'LS-4'

  -- Class E (ISIN XS0301708573): affirmed at 'CCC'; removed from
     RWN; assigned Recovery Rating of 'RR3'

  -- Class F (ISIN XS0301708813): affirmed at 'CC'; removed from
     RWN; assigned Recovery Rating of 'RR5'

  -- MERCS (ISIN XS0301962444): affirmed at 'AAA'; removed from
     RWN; assigned a Stable Outlook

Fitch has employed its credit cover multiple methodology in
reviewing the deals to assess the level of credit support
available to each class of notes.


CAPITAL GROWTH: Court Approves Settlement with British Telecom
--------------------------------------------------------------
The High Court of Justice, Queen's Bench Division, Commercial
Court in London made an order by consent resulting in the amicable
settlement of all disputes between Capital Growth System, Inc. and
its wholly owned subsidiary, Magenta netLogic with British
Telecom.

The settlement order was agreed to by the parties and, as a
result, all litigation between the parties has been terminated and
all disputes between the parties have been successfully resolved.

                           Going Concern

At September 30, 2009, the Company had total assets of
US$50,008,000 against total liabilities of US$81,513,000,
resulting in shareholders' deficit of US$31,505,000.  At
December 31, 2009, the Company had shareholders' deficit of
US$1,797,000.

The Company said its net working capital deficiency, recurring
operating losses, and negative cash flows from operations raise
substantial doubt about its ability to continue as a going
concern.  However, the successful delivery on major customer
contracts entered into since mid-2008 and continued success in
closing these types of contracts are expected to move the Company
into profitability.  In addition to those new contracts,
Management believes that the inclusion of VDUL's business and cash
flows will have a positive impact on future results.  At the same
time, expenses are managed closely and lower-cost outsource
opportunities are given case-by-case consideration.

Notwithstanding, the Company continues to find support among its
shareholders and other investors, as evidenced by the US$5.6
million and US$35.8 million financing completed in 2009 and 2008.
This capital was used to fund the VDUL acquisition, to strengthen
its core logistics business model, and to support existing
operations.

                        About Capital Growth

Capital Growth Systems, Inc., and its subsidiaries operate in one
reportable segment as a single source telecom logistics provider
in North America and the European Union.  The Company helps
customers improve efficiency, reduce cost, and simplify operations
of their complex global networks -- with a particular focus on
access networks.


PORTSMOUTH FOOTBALL: To Enter Into Administration on Friday
-----------------------------------------------------------
Tim Meston and Nick Szczepanik at Times Online report that
Portsmouth's owner Balram Chainrai said the club will go into
administration on Friday in a bid to safeguard the club's future.

Times Online notes Mr. Chainrai, the Hong Kong businessman, is in
talks with four possible buyers about a takeover for the club, but
admits a deal is unlikely in time to avoid a winding-up order due
in the High Court on Monday.

According to Times Online, Phil Hall, Mr. Chainrai's spokesman,
said administration -- which carries a nine-point penalty in the
Premier League -- would keep the club alive as the winding-up
order would be automatically suspended.

"There is only a short window of opportunity for buyers to come in
with a credible offer," Times Online quoted Mr. Hall as saying.
"We have to be realistic and having the club wound up is not an
option as far as we are concerned.  The partners have put GBP17
million of their own money into the club and have a responsibility
to ensure Portsmouth survives.

"Administration would mean the club re-emerging as a healthy
financial entity and it would then become an attractive
proposition for a potential buyer who could invest new funds in
rebuilding the club's future."

Times Online relates Mr. Hall said Mr. Chainrai would continue to
finance Portsmouth until a buyer is found.  The spokesman, as
cited by Times Online, said "Mr. Chainrai has agreed to continue
funding the club going forward and he will also pay for the
administration process out of his own pocket."

As reported by the Troubled Company Reporter-Europe on Feb. 22,
2010, Times Online said Portsmouth will become the first Premier
League club to go into administration unless they can find new
investment or an unexpected injection of cash to pay off a GBP12.1
million debt to Revenue & Customs.  The Times Online disclosed the
club's winding-up petition will be heard at the High Court on a
provisional date of March 1.  According to Times Online, the
club's total debts are understood to be about GBP60 million and
rising, with GBP1.75 million in wages due to players and staff
on the Friday before the hearing.

Portsmouth Football Club Ltd. -- http://www.portsmouthfc.co.uk/--
operates Portsmouth FC, a professional soccer team that plays in
the English Premier League.  Established in 1898, the club boasts
two FA Cups, its last in 2008, and two first division
championships.  Portsmouth FC's home ground is at Fratton Park;
the football team is known to supporters as Pompey.  Dubai
businessman Sulaiman Al-Fahim purchased the club from Alexandre
Gaydamak in 2009.  A French businessman of Russian decent,
Gaydamak had controlled Portsmouth Football Club since 2006.


SPECIALITY RETAIL: Draws Up CVA Proposal to Avert Administration
----------------------------------------------------------------
Speciality Retail Group Ltd., the menswear retailer, which trades
as the Suits You, Racing Green and Young's brands, on Tuesday
announced a company voluntary arrangement proposal.  SRG runs 71
stores across the UK and employs approximately 300 people.  There
will be no immediate store closures or redundancies.

Commenting on the announcement, Richard Fleming, UK Head of
Restructuring at KPMG, and proposed 'supervisor' of the CVA, said:
"SRG is a successful brand in its designer outlet stores but has
been unable to stave off the drop off in consumer demand in its
high street stores.  While the company has taken significant steps
to address its problems, the business faces administration unless
it can restructure its operations via a CVA.

"Unlike the JJB and Blacks CVAs where loss-making stores were
closed and landlords of these stores were offered 6 months rent
plus rates, SRG is not proposing to close any of its stores
immediately.  Landlords of the 42 loss-making stores will be
offered 60% of the full rent for a period of 18 months.  The
stores will continue to trade during this period.  If, however,
the landlords wish to take on new tenants, they can do so by
giving 45 days notice.  We believe this offers the landlords more
flexibility and, indeed, is more generous than previous proposals
as the reduced rent over 18 months equates to 11 months rent.  SRG
will continue to pay rates in full."

Brian Green, restructuring partner at KPMG, and proposed
'supervisor' of the CVA, added:

"In the coming weeks, we will be involved in meetings with the
landlords to explain the proposal in more detail.  For the CVA
proposal to take effect, 75% of all creditors must agree to the
terms.  The creditors' meeting will be held at London Chamber of
Commerce and Industry, 33 Queen Street, London, EC4 1AP at 12 noon
on 23 February 2010.  If voted through, the CVA will last for
around 18 months."

The remaining creditors have not been asked to compromise
financially but the landlords of the 29 profitable stores have
been asked to move to a monthly payment schedule for 18 months.

There are two Suits You branded stores in Ireland, they are not
part of the CVA.

             About Company Voluntary Arrangements

Where a company is experiencing difficulties in paying its debts,
the directors can propose a company voluntary arrangement (CVA)
whereby the company enters into a legally binding agreement with
its creditors, such as their suppliers or landlords.  In a similar
vein to an individual voluntary arrangement (IVA), which gives an
individual an alternative to bankruptcy, a CVA enables a company
and its creditors to come to a compromise agreement and avoid an
administration or liquidation.  A CVA can provide a company with
some breathing space to allow it to reorganize or restructure its
funding and/or its operations with as little disruption to the day
to day trading as possible, with the control of the company
usually staying within the existing management.


===============
X X X X X X X X
===============


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

April 20-22, 2010
TURNAROUND MANAGEMENT ASSOCIATION
    Sheraton New York Hotel and Towers, New York, NY
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Apr. 29-May 2, 2010
AMERICAN BANKRUPTCY INSTITUTE
    Annual Spring Meeting
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          Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
AMERICAN BANKRUPTCY INSTITUTE
    Central States Bankruptcy Workshop
       Grand Traverse Resort and Spa, Traverse City, Michigan
          Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
AMERICAN BANKRUPTCY INSTITUTE
    Northeast Bankruptcy Conference
       Ocean Edge Resort, Brewster, Massachusetts
          Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
AMERICAN BANKRUPTCY INSTITUTE
    Southeast Bankruptcy Conference
       The Ritz-Carlton Amelia Island, Amelia, Fla.
          Contact: http://www.abiworld.org/

Aug. 5-7, 2010
AMERICAN BANKRUPTCY INSTITUTE
    Mid-Atlantic Bankruptcy Workshop
       Hyatt Regency Chesapeake Bay, Cambridge, Maryland
          Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
TURNAROUND MANAGEMENT ASSOCIATION
    TMA Annual Convention
       JW Marriott Grande Lakes, Orlando, Florida
          Contact: http://www.turnaround.org/

Dec. 2-4, 2010
AMERICAN BANKRUPTCY INSTITUTE
    22nd Annual Winter Leadership Conference
       Camelback Inn, Scottsdale, Arizona
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Mar. 31-Apr. 3, 2011
AMERICAN BANKRUPTCY INSTITUTE
    Annual Spring Meeting
       Gaylord National Resort & Convention Center, Maryland
          Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
AMERICAN BANKRUPTCY INSTITUTE
    Central States Bankruptcy Workshop
       Grand Traverse Resort and Spa
          Traverse City, Michigan
             Contact: http://www.abiworld.org/

October 25-27, 2011
TURNAROUND MANAGEMENT ASSOCIATION
    Hilton San Diego Bayfront, San Diego, CA
       Contact: http://www.turnaround.org/

Dec. 1-3, 2011
AMERICAN BANKRUPTCY INSTITUTE
    23rd Annual Winter Leadership Conference
       La Quinta Resort & Spa, La Quinta, California
          Contact: 1-703-739-0800; http://www.abiworld.org/


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than US$3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
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Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
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                            *********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter -- Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless
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Maryland USA.  Valerie C. Udtuhan, Marites O. Claro, Rousel Elaine
C. Tumanda-Fernandez, Joy A. Agravante and Peter A. Chapman,
Editors.

Copyright 2010.  All rights reserved.  ISSN 1529-2754.

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                 * * * End of Transmission * * *