Western Asset Emerging Markets Floating Rate
Fund Inc.
Special Shareholder Notices

On February 10, 2009, the Western Asset
Emerging Markets Floating Rate Fund Inc. (the
"Fund") announced that it will proceed with its
plan to solicit the approval of Fund
stockholders to merge the Fund with and into
Western Asset Emerging Markets Debt Fund Inc.
(ESD) under a proposed plan of reorganization
previously approved by the Boards of Directors
of both Funds as announced on February 15,
2008.  A meeting of stockholders of Western
Asset Emerging Markets Floating Rate Fund will
be held at 620 Eighth Avenue, 49th Floor, New
York, New York, on Thursday, June 25, 2009 at
3:30pm.Eastern Standard Time for purposes of
considering and voting upon the merger and
other matters.

At the time of the Boards' initial approval of
the proposed merger, both Funds' common shares
traded at approximately the same level of
discount to net asset value ("NAV") per share.
Subsequent to that approval but prior to
Western Asset Emerging Markets Floating Rate
Fund's ability to solicit stockholder approval,
the Fund's market price rose to a premium to
its NAV per share that was sustained over a
period of several months, while the common
shares of Western Asset Emerging Markets Debt
Fund continued to trade at a discount to NAV.
This was significant because, pursuant to the
terms of the proposed merger, each common share
of Western Asset Emerging Markets Floating Rate
Fund would convert into an equivalent dollar
amount (to the nearest $0.001) of common shares
of Western Asset Emerging Markets Debt Fund,
based on the NAV per share of each Fund
calculated at 4:00 p.m. on the business day
preceding the closing date of the merger.
Stockholders of Western Asset Emerging Markets
Floating Rate Fund would have received an
equivalent dollar amount of their shares' NAV
in a merger with Western Asset Emerging Markets
Debt Fund.  However, since Western Asset
Emerging Markets Floating Rate Fund's common
shares were trading at a significant premium to
NAV and common shares of Western Asset Emerging
Markets Debt Fund are trading at a discount to
NAV, seeking a merger under those conditions
would not have been advantageous to
stockholders of Western Asset Emerging Markets
Floating Rate Fund.

Accordingly, the Boards of Directors approved a
recommendation by the Funds' investment manager
and sub-adviser, Legg Mason Partners Fund
Advisor, LLC ("LMPFA") and Western Asset
Management Company "("WAM"), respectively, to
delay the solicitation of stockholders of the
Fund to seek their approval of the merger until
such time as shares of the Funds were trading
at a similar premium or discount to their NAV
per share.  This decision was announced by
press release on May 27, 2008.

The Boards of Directors, LMPFA and WAM have
continued to monitor the market prices of the
Funds' shares and, since December 2008, the
discounts of the two Funds have become
realigned.  As of January 30, 2009, Western
Asset Emerging Markets Floating Rate Fund's
discount to NAV was approximately 19.76% and
Western Asset Emerging Markets Debt Funds
discount to NAV was approximately 16.39%.
Based on a recommendation by LMPFA and WAM, the
Board of Directors of the Funds approved the
plan to proceed with the solicitation of
stockholders of Western Asset Emerging Markets
Floating Rate Fund to seek approval to merge
the Fund with and into Western Asset Emerging
Markets Debt Fund.  The stockholders of Western
Asset Emerging Markets Debt Fund are not
required to approve the merger because of the
comparative sizes of the two Funds.  The merger
is anticipated to occur as soon as practicable
after obtaining stockholder approval.

In recommending the merger to each Board, LMPFA
and WAM, respectively, cited the changing
nature of emerging market debt issuance which
has made it increasingly difficult to secure
the floating-rate emerging market debt
securities in which Western Asset Emerging
Markets Floating Rate Fund invests. The Board
and management continue to believe that since
Western Asset Emerging Markets Debt Fund
invests in a much broader range of emerging
market debt securities, a merger would benefit
Western Asset Emerging Markets Floating Rate
Fund stockholders by allowing them to continue
to have exposure to emerging markets through a
fund with more viable investment strategies. In
addition, the Board of Western Asset Emerging
Markets Floating Rate Fund continues to believe
that combining the two Funds could benefit
Western Asset Emerging Markets Floating Rate
Fund stockholders by providing a lower
operating expense ratio, enhanced market
liquidity due to the increased number of shares
outstanding of the combined fund and the
potential for economies of scale. Stockholders
of Western Asset Emerging Markets Debt Fund may
also benefit from an increase in assets and
potential economies of scale.

In connection with the proposal to merge the
Funds, Western Asset Emerging Markets Floating
Rate Fund Inc. filed a proxy statement with the
Securities and Exchange Commission ("SEC").
Investors and stockholders are advised to read
the proxy statement carefully, as it contains
important information.