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(The following statement was released by the rating agency)

Aug 28 – Standard & Poor’s Ratings Services today said its ratings on M&T;

Bank Corp. (A-/Stable/A-2) are unaffected by the bank’s agreement to

purchase Hudson City Bancorp (unrated) for approximately $3.7 billion. The bank

expects the acquisition to close by April 1, 2013, pending regulatory approval.

In our view, the positive aspects of the acquisition, including sustained

higher risk-adjusted capital (RAC) ratios, more than offset execution risk.

The acquisition will broaden M&T;’s retail footprint in the New York City

metropolitan area (NYC). Hudson City’s 135 branches are located primarily in

New Jersey, an affluent market where M&T; has not had a retail presence. This

will link M&T;’s Northeastern and Mid-Atlantic retail franchises, which stretch

from Upstate New York to the Washington, DC metropolitan area. It will also

provide an attractive vehicle for M&T; to fund its NYC market commercial loans.

We expect the acquisition to boost M&T;’s capital over our forecast period

(18-24 months), which would raise the bank’s RAC ratio, based on our

framework, to the mid-7% area. (Based on our criteria, we consider a RAC ratio

of 7%-10% to be “adequate.”) However, we note that M&T;’s projected RAC ratio

remains toward the low end of our “adequate” category, and we recognize that

capital ratios have historically been lower than those of regional bank peers.

Still, we expect that M&T; will continue to build its capital ratios to meet

expected Basel III requirements, further solidifying its capital position.

Our current rating and outlook on M&T; partly depend on the bank’s ability to

successfully execute the merger as planned. This will be M&T;’s largest

acquisition to date, with the bank’s total assets expected to increase by

about one-third following its planned restructuring of Hudson City’s balance

sheet. This restructuring involves monetizing Hudson City’s $13 billion

investment portfolio and unwinding a similar amount of high-cost wholesale

funding. In our view, this could entail some market risk, even though Hudson

City’s investment portfolio is not complex and is readily marketable. We

expect M&T; to complete the restructuring within three months of closing. We

also believe the acquisition will reduce M&T;’s asset-sensitive interest rate

risk posture somewhat by materially increasing the proportion of longer-term

fixed rate assets on its balance sheet. Nonetheless, we expect that M&T; will

retain an asset-sensitive balance sheet at closing and that the average life

of M&T;’s loan book should decline if Hudson City’s mortgage portfolio runs off

as forecasted.

In addition, over the longer term, we recognize the challenges inherent in

converting Hudson City’s thrift banking model to commercial banking. In

particular, Hudson City’s core deposits consist of relatively high-cost retail

certificates of deposit, which we consider a more volatile source of funding

than traditional non-time retail deposits. Over time, M&T; will have to execute

its retail strategy in Hudson City’s highly competitive markets to attract

non-time deposits, which are expected to fund the increase in commercial loans

in the NYC region.