Moody's says that the downgrade of Syz's and Fin. Syz's ratings reflects the continued and increased pressure on the Swiss private banking franchises and asset-management operations given (1) declining gross margins from lower client-risk appetite and related trading activities; and (2) operating expense pressures, including foreign-currency translation risks. In Moody's view, these challenges combined have the potential to erode Syz's and Fin. Syz's earnings generation capacity and to fundamentally challenge their smaller, niche market position, exerting pressure on Syz's standalone credit strength.

Additionally, Moody's has affirmed Syz's short-term debt and deposit ratings of Prime-2. The long-term debt and deposit ratings are at the same level as the standalone credit strength and do not incorporate any uplift from parental or systemic support. All ratings carry a negative outlook.

The downgrades of Syz's BFSR and long-term debt and deposit ratings, and Fin. Syz's long-term issuer rating conclude the review initiated on 31 August 2012.

A full list of affected ratings can be found at the end of this press release.

RATINGS RATIONALE

--- STANDALONE CREDIT ASSESSMENT

The lowering of Syz's standalone credit assessment to C-/baa2 reflects Moody's view that Swiss private banking franchises and asset-management operations are under pressure given (1) declining gross margins from lower client-risk appetite and related trading activities; and (2) operating expense pressures, including foreign-currency translation risks. In Moody's view, these challenges combined have the potential to erode Syz's and Fin. Syz's earnings generation capacity and to fundamentally challenge their smaller, niche market position, exerting pressure on Syz's standalone credit strength.

With around CHF13.0 billion and CHF23.5 billion of Assets under Management (AuM) for Syz and Fin. Syz, respectively, as of December 2011, Syz is a niche player in the globally competitive and highly fragmented private banking industry. In Moody's view, Syz's lack of size and hence economies of scale and scope compared with some of its global competitors represents a particular challenge in the current environment. While the bank and the group struggled to attract net new money in recent years, Moody's understands that over the course of 2012, they recorded net new money inflows with AuM reaching CHF27.1bn for the group by the end of October 2012.

Moody's notes that based on the group's business model, previously generated earnings were to a large degree dependent on performance and brokerage-related fees rather than management fees. The rating agency notes that the mix of Syz's and Fin. Syz's AuM and clients has changed, attracting a higher share of institutional customers and diversifying its asset base away from equity and hedge-fund-related products. Moody's notes that these changes have the potential to reduce future volatility within the group's asset and earnings base; however, they also imply lower margins, reducing the group's longer-term earnings potential, which Moody's expects will remain subdued.

As a result, Moody's expects that both the bank and the group will continue to optimise their efficiencies in order to sustainably restore profitability and AuM growth. The rating agency believes that the successful execution of necessary franchise adjustments is key to the bank's and the group's future franchise value and earnings stability, which are key determinants of Syz's standalone credit assessment.

--- LONG-TERM RATINGS

The long-term debt and deposit ratings of Syz are at the same level as the bank's standalone credit strength and do not incorporate any uplift from parental or systemic support. Moody's says that the downgrade of these ratings therefore directly follows the lowering of the standalone credit assessment.

Moody's continues to rate the holding company (Fin. Syz) at the same level as Syz, mainly in the absence of double leverage and given the highly diversified earnings base that mitigates the risk of structural subordination at the holding company level. However, the holding company's overall earnings have substantially declined over recent years, thereby weakening the diversification aspect as a risk-mitigating factor. If Fin. Syz is unable to regain some of its previous earnings potential and thereby any associated diversification benefits, the rating agency may consider reflecting the structural subordination for creditors of the holding company by rating Fin Syz below the ratings of Syz.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook on Syz's and Fin. Syz's ratings reflects the degree of uncertainty regarding the group's ability to demonstrate sustainable growth and performance despite the ongoing restructuring of its franchise and cost base. The rating agency further notes the risk of key relationship manager as well as client attrition resulting from these efforts.

WHAT COULD MOVE THE RATINGS UP/DOWN

Currently, upwards pressure on the ratings is very limited, reflected by the negative outlook. However, in the longer term, upwards pressure on Syz's ratings could develop from a combination of the following (1) resumption of sustained growth in AuM, through both net new money inflows as well as strong investment performance; (2) an increase, in terms of absolute scale, of recurring earnings, supported by a sustainable reduction in Syz's operating cost base and -- as a result -- increased shareholders' funds; or (3) an increase in the proportion of earnings arising from non-transaction-based private banking and asset-management activities.

The following factors would exert downwards pressure on Syz's ratings (1) continued volatility or erosion in AuM, as well as sustained weakness in net new money inflows; (2) sub-par investment performance at SYZ Asset Management and its flagship products (Oyster funds) resulting in weak performance fees that would subdue earnings generation; (3) limited recovery in bottom-line results; and (4) franchise pressures stemming from necessary restructuring efforts.

In addition to the aforementioned factors, Syz's ratings could come under downwards rating pressure due to (1) unduly aggressive acquisitions, in terms of commercial, financial or operational risk; and/or (2) increasing reliance on the three core shareholders' contributions.

Developments that could lead to a wider notching between Fin Syz's rating and the bank's rating would include (1) the evidence of meaningful double leverage at holding company level/significant parent indebtedness; and (2) a multi-notch downgrade (or series of downgrades) of the bank's BFSR.

In addition, wider notching could be prompted by sustained volatility of the holding company's results and/or the lack of sufficient diversification of earnings streams. The latter would constrain Fin Syz's capacity to honour its liabilities by how much Syz can pay out in the form of dividends, interest or principal to its parent company, to the extent that creditors of the holding company are structurally subordinate to creditors of the bank.

LIST OF AFFECTED RATINGS

Banque Syz:

The following ratings were downgraded:

- BFSR to C- from C

- Long-term bank deposit and senior unsecured debt ratings to Baa2 from A3

The following ratings were affirmed:

- Prime-2 short-term ratings

Financière Syz:

The following ratings were downgraded:

- Long-term issuer rating to Baa2 from A3

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Moody's Consolidated Global Bank Rating Methodology published in June 2012. Please see the Credit Policy page on www.moodys.com for a copy of this methodology.

REGULATORY DISCLOSURES

For ratings issued on a program, series or category/class of debt, this announcement provides relevant regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides relevant regulatory disclosures in relation to the rating action on the support provider and in relation to each particular rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides relevant regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

The ratings have been disclosed to the rated entities or their designated agent(s) and issued with no amendment resulting from that disclosure.

Information sources used to prepare each of the ratings are the following: parties involved in the ratings, public information, and confidential and proprietary Moody's Investors Service information.

Moody's considers the quality of information available on the rated entities, obligations or credits satisfactory for the purposes of issuing these ratings.

Moody's adopts all necessary measures so that the information it uses in assigning the ratings is of sufficient quality and from sources Moody's considers to be reliable including, when appropriate, independent third-party sources. However, Moody's is not an auditor and cannot in every instance independently verify or validate information received in the rating process.

Moody's Investors Service may have provided Ancillary or Other Permissible Service(s) to the rated entities or their related third parties within the two years preceding the credit rating action. Please see the special report "Ancillary or other permissible services provided to entities rated by MIS's EU credit rating agencies" on the ratings disclosure page on our website www.moodys.com for further information.

Please see the ratings disclosure page on www.moodys.com for general disclosure on potential conflicts of interests.

Please see the ratings disclosure page on www.moodys.com for information on (A) MCO's major shareholders (above 5%) and for (B) further information regarding certain affiliations that may exist between directors of MCO and rated entities as well as (C) the names of entities that hold ratings from MIS that have also publicly reported to the SEC an ownership interest in MCO of more than 5%. A member of the board of directors of this rated entity may also be a member of the board of directors of a shareholder of Moody's Corporation; however, Moody's has not independently verified this matter.

Please see Moody's Rating Symbols and Definitions on the Rating Process page on www.moodys.com for further information on the meaning of each rating category and the definition of default and recovery.

Please see ratings tab on the issuer/entity page on www.moodys.com for the last rating action and the rating history.

The date on which some ratings were first released goes back to a time before Moody's ratings were fully digitized and accurate data may not be available. Consequently, Moody's provides a date that it believes is the most reliable and accurate based on the information that is available to it. Please see the ratings disclosure page on our website www.moodys.com for further information.

Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating.

Michael Rohr Vice President - Senior Analyst Financial Institutions Group Moody'sDeutschland GmbH An der Welle 5 Frankfurt am Main 60322 Germany JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 Carola Schuler MD - Banking Financial Institutions Group JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 Releasing Office: Moody's Deutschland GmbH An der Welle 5 Frankfurt am Main 60322 Germany JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 (C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

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