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8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 27, 2012

M&T BANK CORPORATION

(Exact name of registrant as specified in its charter)

New York

1-9861

16-0968385

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


One M&T Plaza, Buffalo, New York				14203
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (716) 842-5445

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01

OTHER EVENTS.

On August 27, 2012, M&T Bank Corporation (“M&T”) and Hudson City Bancorp, Inc. (“Hudson City”) issued a joint press release announcing the execution of an Agreement and Plan of Merger, dated as of August 27, 2012, by and among M&T, Hudson City and Wilmington Trust Corporation, a wholly-owned subsidiary of M&T. A copy of the joint press release is attached hereto as Exhibit 99.1. In addition M&T and Hudson City provided supplemental information regarding the proposed transaction in connection with presentations to analysts and investors. A copy of the slides used in connection with the presentations is attached hereto as Exhibit 99.2.

Cautionary Statements Regarding Forward-Looking Information

This Current Report on Form 8-K contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving M&T’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements.

In addition to factors previously disclosed in M&T’s reports filed with the SEC and those identified elsewhere in this filing, the following factors among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by M&T and Hudson City shareholders, on the expected terms and schedule; delay in closing the merger; difficulties and delays in integrating the M&T and Hudson City businesses or fully realizing cost savings and other benefits; business disruption following the Merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of M&T products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

Important Additional Information.

In connection with the merger, M&T will file with the SEC a Registration Statement on Form S-4 that will include a Joint Proxy Statement of M&T and Hudson City and a Prospectus of M&T, as well as other relevant documents concerning the proposed transaction. SHAREHOLDERS OF M&T AND HUDSON CITY ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

A free copy of the Joint Proxy Statement/Prospectus, as well as other filings containing information about M&T and Hudson City, may be obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from M&T at www.mtb.com under the tab “About Us” and then under the heading “Investor Relations” or from Hudson City by accessing Hudson City’s website at www.hcsbonline.com under the heading “Investor Relations.” Copies of the Joint Proxy Statement/Prospectus can also be obtained, free of charge, by directing a request to Investor Relations, One M&T Plaza, Buffalo, New York 14203, (716) 842-5445.

M&T and Hudson City and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of M&T and Hudson City in connection with the merger. Information about the directors and executive officers of M&T and their ownership of M&T common stock is set forth in the proxy statement for M&T’s 2012 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 7, 2012. Information about the directors and executive officers of Hudson City and their ownership of Hudson City common stock is set forth in the proxy statement for Hudson City’s 2012 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 19, 2012. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Joint Proxy Statement/Prospectus regarding the merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.


Exhibit No.		Description of Exhibit

99.1		Joint Press Release of M&T Bank Corporation and Hudson City Bancorp, Inc., dated August 27, 2012

99.2		Investor Presentation, August 27, 2012

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	M&T Bank Corporation

Date: August 27, 2012

	By:	/s/ René F. Jones
		Name: René F. Jones Title: Executive Vice President and Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description of Exhibit

99.1		Joint Press Release of M&T Bank Corporation and Hudson City Bancorp, Inc., dated August 27, 2012

99.2		Investor Presentation, August 27, 2012

EX-99.1

Exhibit 99.1

Hudson City Bancorp, Inc. to Merge with M&T Bank Corporation

M&T’s Franchise will Stretch from Connecticut to Virginia

Transaction Expected to be Immediately Accretive to Combined Company’s Capital Ratios,

Capital Generation and Tangible Book Value Per Share, as well as GAAP and Operating EPS

Paramus, N.J. and Buffalo, N.Y., August 27, 2012 — Hudson City Bancorp, Inc. (NASDAQ:HCBK) (“Hudson City”) and M&T Bank Corporation (NYSE: MTB) (“M&T”) announced today that they have entered into a definitive agreement under which Hudson City will merge into a subsidiary of M&T, expanding the premier community banking franchise in the eastern United States.

Under terms of the agreement, each Hudson City share will receive consideration valued at 0.08403 of an M&T share in the form of either M&T stock or cash, based upon the election of each Hudson City shareholder, subject to proration as specified in the merger agreement (which provides for an aggregate split of total consideration of 60% common stock of M&T and 40% cash). Based on the closing price of M&T stock on August 24, 2012, the transaction is valued at approximately $3.7 billion. The transaction is expected to be immediately accretive to the combined company’s capital ratios, capital generation and tangible book value per share, as well as its GAAP and operating earnings per share.

“This merger creates tremendous opportunities to build on the successes that each company has achieved individually in its own markets,” said Hudson City Chairman and CEO, Ronald E. Hermance, Jr. “Hudson City recently embarked on a diversification of our product lines and our balance sheet. This transaction accelerates that transformation. As we combine Hudson City’s attractive retail network with M&T’s full service commercial banking suite, our stakeholders will participate in the growth of one of the nation’s strongest and most successful banking franchises.”

“M&T, which was established in 1856, and Hudson City, founded in 1868, have been serving their customers and communities for generations, and we look forward to building on that long history and tradition together in the future,” said Robert G. Wilmers, M&T Chairman and CEO.

M&T will acquire Hudson City’s network of 135 branch offices, which are located in New Jersey (97 branches), downstate New York (29 branches) and Fairfield County, Connecticut (9 branches). M&T’s existing branch network is adjacent to Hudson City’s franchise, with very little overlap. The combined network of 870 branches will stretch from Connecticut to Virginia.

M&T expects to gain approximately $25 billion in deposits and $28 billion in loans from the merger (before acquisition accounting adjustments), giving M&T the fourth largest deposit share in New Jersey.

“To the customers and communities now served by Hudson City, M&T brings a wider array of banking products and services,” continued Wilmers. “As a thrift, Hudson City focused primarily on deposits and mortgages. M&T will build on Hudson City’s loyal customer base to create a comprehensive community banking franchise that provides a full range of checking and savings accounts, debit and credit cards,

home equity loans and other lending options, plus small business and commercial banking services and our premier wealth management and corporate trust solutions through Wilmington Trust.”

Headquartered in Buffalo, N.Y., M&T has $80.8 billion in assets. Hudson City, based in Paramus, N.J., currently has $43.6 billion in assets. After the merger is completed, M&T expects to repay approximately $13 billion of Hudson City’s long-term borrowings by liquidating its comparably sized investment portfolio. M&T’s pro forma balance sheet will have then increased by approximately $28 billion.

The merger has been approved by the boards of directors of each company, and is subject to certain conditions, including regulatory approvals and approval by M&T’s and Hudson City’s common shareholders. After the transaction is completed, Mr. Hermance will be appointed to the boards of directors of M&T and its principal banking subsidiary, M&T Bank.

J.P. Morgan acted as financial adviser to Hudson City and rendered a fairness opinion in connection with the transaction, and Sullivan & Cromwell LLP acted as its legal adviser. Evercore Partners rendered a fairness opinion to M&T in connection with the transaction, and Wachtell, Lipton, Rosen & Katz acted as its legal adviser.

M&T is a financial holding company headquartered in Buffalo, New York. M&T’s principal banking subsidiary, M&T Bank, operates banking offices in New York, Pennsylvania, Maryland, Virginia, West Virginia, Delaware and the District of Columbia. Trust-related services are provided by M&T’s Wilmington Trust-affiliated companies and by M&T Bank.

Hudson City Bancorp, Inc. maintains its corporate offices in Paramus, New Jersey. Hudson City Savings Bank, a well-established community financial institution serving its customers since 1868, is the largest thrift institution headquartered in New Jersey. Hudson City Savings Bank currently operates a total of 135 branch offices in the New York metropolitan and surrounding areas.

Conference Call

M&T and Hudson City will hold a joint conference call regarding this announcement today, Monday, August 27, at 10:00 a.m. Eastern Time. Those wishing to participate in the call may dial (888) 802-8577. International participants, using any applicable international calling codes, may dial (973) 935-8754. Callers should reference conference ID# 25139668. The investor presentation for this transaction can be accessed at M&T website at http://ir.mandtbank.com/events.cfm. The conference call will be webcast live through M&T’s website at http://ir.mandtbank.com/events.cfm. A replay of the call will be available through Monday, September 3, 2012 by calling (800) 585-8367, or (404) 537-3406 for international participants, and by making reference to ID# 25139668. The event will also be archived and available by 7:00 p.m. today on M&T’s website at http://ir.mandtbank.com/events.cfm.

Additional Information

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving M&T’s and Hudson City’s expectations or predictions of future financial or

business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements.

In addition to factors previously disclosed in M&T’s and Hudson City’s reports filed with the SEC and those identified elsewhere in this filing, the following factors among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by M&T and Hudson City shareholders, on the expected terms and schedule; delay in closing the merger; difficulties and delays in integrating the M&T and Hudson City businesses or fully realizing cost savings and other benefits; business disruption following the merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of M&T products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

In connection with the proposed merger, M&T will file with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 that will include a Joint Proxy Statement of M&T and Hudson City and a Prospectus of M&T, as well as other relevant documents concerning the proposed transaction. SHAREHOLDERS OF M&T AND HUDSON CITY ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

A free copy of the Joint Proxy Statement/Prospectus, as well as other filings containing information about M&T and Hudson City, may be obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from M&T at www.mtb.com under the tab “About Us” and then under the heading “Investor Relations” and then under “SEC Filings” or from Hudson City by accessing Hudson City’s website at www.hcsbonline.com under the heading “Investor Relations.” Copies of the Joint Proxy Statement/Prospectus can also be obtained, free of charge, by directing a request to Investor Relations, One M&T Plaza, Buffalo, New York 14203, (716) 842-5445.

M&T and Hudson City and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of M&T and Hudson City in connection with the proposed merger. Information about the directors and executive officers of M&T and their ownership of M&T common stock is set forth in the proxy statement for M&T’s 2012 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 7, 2012. Information about the directors and executive officers of Hudson City and their ownership of Hudson City common stock is set forth in the proxy statement for Hudson City’s 2012 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 19, 2012. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Joint Proxy Statement/Prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.

#####

Contacts:

M&T

Investor Contact:

Donald J. MacLeod

(716) 842-5138

Media Contact:

C. Michael Zabel

(716) 481-1458

Hudson City

Investor Contact:

Susan Munhall

(201) 967-8290

EX-99.2

Investor Presentation

August 27, 2012

Exhibit 99.2

Disclaimer

This presentation contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of

1995 giving M&T’s expectations or predictions of future financial or business performance or conditions. Forward-looking

statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,”

“positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may”, or by

variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions,

risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and we

assume no duty to update forward-looking statements.

In addition to factors previously disclosed in M&T’s reports filed with the SEC and those identified elsewhere in this filing, the

following factors among others, could cause actual results to differ materially from forward-looking statements or historical

performance: ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by M&T

and Hudson City shareholders, on the expected terms and schedule; delay in closing the merger; difficulties and delays in

integrating the M&T and Hudson City businesses or fully realizing cost savings and other benefits; business disruption following

the Merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest

rates and capital markets; inflation; customer acceptance of M&T products and services; customer borrowing, repayment,

investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business

initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other

consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing

of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and

regulatory actions and reforms.

Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not

reflect actual results.

Hudson City’s scale retail network + M&T’s full commercial banking product suite

Expanded presence throughout attractive metro New York / New Jersey region

Increased access to broad base of middle-market / small businesses

Enhanced

Risk Profile

Hudson City’s wholesale borrowings and securities restructured post-closing

–

Mitigates interest rate risk; immediately enhances earnings

Diversified pro forma loan portfolio

Combines institutions with superior credit performance

Accretive to

Capital

Accretive to capital ratios, capital generation, and tangible book value per share

Tier

Common

ratio

8.25%

8.50%

pro

forma

closing

Financially

Attractive

IRR of 18%+

High single-digit EPS accretion by 2014

Low

Integration

Risk

Simple business model facilitates integration

Leverages M&T’s proven integration experience

Extensive M&T operating experience in Hudson City’s markets

Compelling Strategic Opportunity

Extends

M&T’s

Community

Banking

Franchise

Summary of Key Terms

Consideration:

Consideration

per

Value

fixed

0.08403

M&T

Consideration Mix:

60% stock, 40% cash

Total

Value

Announcement

(1)

$7.22 per share, or $3.7 billion

0.8x tangible book value

Hudson City Balance

Sheet Restructuring:

$15+ billion balance sheet reduction post-closing

Long-term borrowings to be retired

Investment securities portfolio to be sold

Loan Loss Assumptions:

$433 million (1.5% of gross loans, 44% of NPLs)

Due Diligence:

Comprehensive review, including loans, securities, and borrowings

Synergies and Expenses:

24%

operating

cost

savings

–

driven

redundant

outsourced

operations

No near-term revenue synergies assumed, but anticipated

$223 million in merger-related charges (pre-tax)

Expected Closing:

Second quarter of 2013

Required Approvals:

Approval of Hudson City and M&T shareholders

Customary Regulatory approvals

Board Representation:

Ronald

Hermance,

Jr.,

Chairman

and

CEO

Hudson

City

join

M&T’s

Board

Directors

Based on M&T’s closing price of $85.87 on 8/24/2012

Overview of Hudson City

Branches:

135 (97 in New Jersey, 29 New York and 9 in Connecticut)

Assets:

$44 billion

Loans:

$28

billion

–

Low-LTV

residential

mortgages

with

superior

credit

performance

Investment Securities:

$13

billion

–

Primarily

low-risk,

easily

saleable

agency

MBS

Funding:

$25 billion in deposits

$13 billion in long-term FHLB / repo borrowings

Strong Capital Position:

19.4% Tier 1 Common ratio

10.4% Tangible Common Equity ratio

Preliminary assessment of risk weighted asset calculation under Basel III

suggests limited impact

Financial data as of June 30, 2012.

Tier 1 Common ratio for Hudson City Savings Bank.

New Jersey-based thrift with a simple operating model of taking retail deposits and extending

single family mortgages

Leading Regional Bank in Eastern United States

Source: SNL Financial

Complementary

Combined

Footprint

Significantly enhances

M&T’s retail deposit

presence in metropolitan

New York / New Jersey

Rank

Number of Market

Branches

Deposits

($ in millions)

JPMorgan Chase

1,000

359,265

34.2

Bank of America

478

96,901

9.2

Bank of New York Mellon

95,372

9.1

Citigroup

290

66,290

6.3

HSBC

171

56,615

5.4

Wells Fargo

321

41,054

3.9

Capital One

353

40,916

3.9

Toronto-Dominion

360

37,158

3.5

Pro Forma Combined

153

26,886

2.6

Hudson City

115

22,768

2.2

New York Community

207

15,915

1.5

M&T

4,118

0.4

Total For Institutions In Market

5,814

1,050,450

'New York-Northern New Jersey-Long Island, Metro MSA. Data as of June 30, 2012.

Enhanced Presence in Attractive, High-Income Markets

Financial data as of June 30, 2012, except as noted.

Net of purchase accounting adjustments, balance sheet restructuring and expected pre-close run-off.

Represents median household income in counties in which institutions have a branch presence..

Source: SNL Financial

Expanded branch network enhances franchise within sought-after affluent markets

($ billions)

M&T

Hudson City

Combined

Assets

(1)

109

Loans

(1)

Deposits

(1)

Domestic Branches

735

135

870

Deposits per Branch

($ millions)

175

100

Wtd. Median Household Income

($000's)

(2)

NYC / Northern NJ Metro MSA

Branches

# 21

# 12

Deposits

# 22

# 9

Disposition of Investment

Securities & Expected Pre-closing

run off of Mortgage Portfolio

Restructuring Deleverages Balance Sheet and Improves Liquidity Profile

Balance sheet reduction results in a de-risked balance sheet comprised of residential

mortgages funded with core deposits

Total = $44 B

Total = $28 B

Hudson City Assets

Hudson City Liabilities & Equity

Total = $44 B

Total = $28 B

Repayment of

Borrowings

Unwind

high

cost

FHLB

and

repo

borrowings

–

Q2’12

borrowing

cost

4.20%

Including

fair

value

adjustments

($2.5

billion),

M&T

would

retire

$15.4

billion

Hudson

City’s

long-term

debt

Prepayment to be funded by liquidating Hudson City’s investment securities portfolio (Q2’12 yield = 2.66%), cash

equivalents and FHLB stock

Resolves Interest Rate Risk

Hudson City’s standalone interest rate risk mitigated through restructuring and combination

with M&T’s asset-sensitive balance sheet

Improved Pro Forma Interest Rate Risk Profile

Deleveraging

Prepayment of structured borrowings reduces pro forma leverage

Sale of investment securities

Balance Sheet

Transformation

Reduced interest rate risk over time

Residential mortgage portfolio run-off

Growth in variable-rate commercial loans

Asset-Sensitive

Combined

Balance Sheet

M&T’s asset-sensitive profile absorbs interest rate risk inherent in Hudson

City’s balance sheet

Immediate Profitability Improvement

Prepaying Hudson City’s high-cost debt by liquidating its low-yielding investment securities

portfolio improves future profitability

Net Interest Income

Reported

Impact of Restructuring

Pre-Provision Net Revenue /

Average Assets

Net Interest Margin

($ in millions)

Reported Hudson City financial data as of or for the half-year ended June 30, 2012. Does not reflect purchase accounting adjustments.

Reflects impact of restructuring on Hudson City’s standalone YTD 6/30/12 performance

Commercial real estate (CRE) would comprise smaller share of M&T’s pro forma loan portfolio

Acquired

residential

mortgage

portfolio

expected

run

off

quickly

–

historical

annual

pay

down

20-23%

Approximately 40% of the combined company’s loan portfolio marked to fair value

Diversified and De-Risked Loan Portfolio

Transaction would mitigate Hudson City’s residential mortgage monoline focus, resulting in a

more diversified loan portfolio

Source: Regulatory Filings

Note: Owner Occupied CRE is included in C&I segment, as the repayment source for these loans are cash flow from operations rather than the real estate.

Loan Portfolio Breakdown ($ millions)

Loans

CRE

17,877

29%

17,911

19%

C&I (Incl. Owner Occupied CRE)

23,470

37%

23,490

26%

Residential Mortgage

10,012

16%

27,965

99%

37,977

42%

Home Equity

6,253

10%

243

6,496

Other Consumer

5,239

5,261

Total

62,851

28,284

91,135

% of Portfolio Marked

11%

M&T Bank (6/30/2012)

Hudson City (6/30/2012)

Pro Forma (6/30/2012)

Immediately Supplements Tangible Capital Base

Restructuring charges and adjustments net of tax. Represents net tangible common equity contribution before cash consideration to be paid for the transaction.

1. Includes credit and other fair value adjustments net of allowance for loan losses.

Hudson City - 6/30/12 Tangible Common Equity

4.5

Retirement of Borrowings

(1.5)

Investment Securities Sale

0.1

Loan Fair Value Adjustment

(1)

0.4

Other Adjustments

(0.3)

Net Tangible Common Equity Contribution

3.2

Restructuring

Other

Adjustments

Hudson City contributes $3.2 billion of tangible capital after restructuring and purchase

accounting adjustments

Accretive to Earnings and Capital

Immediate

Earnings

Accretion

Accretive to earnings in 2013

High single-digit percentage EPS accretion in 2014

Attractive

Returns

18%+ IRR

10% accretive to tangible book value per share

Improves return on tangible equity

Accretive to

Capital

Tier

common

ratio:

8.25%

8.50%

pro

forma

June

30,

2013

Immediate

bps

benefit

Tier

common

ratio

Comparable

benefit

under

recent

Basel

III

proposals

(1)

Improves tangible capital generation

1. Preliminary estimate based on Federal Reserve Basel III and Standardized Approach NPRs dated June 7, 2012.

Significant Commercial Lending Opportunity

Hudson City’s footprint hosts 7,500 middle-market and over 300,000 small businesses

Concentration of small and middle market businesses are higher than M&T‘s mid-Atlantic Footprint

Opportunity for M&T to significantly increase market share by increasing market penetration

Significant

Opportunity

Includes all counties in DC, DE, MD, VA and WV with M&T's presence.

Includes all counties in CT, NJ, and NY with Hudson City presence.

Source: Hoovers Financial, Infogroup, M&T’s internal analysis

($ in billions)

Companies

M&T's

Current

Penetration

Companies

M&T's

Current

Penetration

M&T's Mid-Atlantic

Footprint

(1)

Middle Market

($10 - $500 mil. Annl. Sales)

Small Business

($0 - $10 mil. Annl. Sales)

3,451

22%

256,958

15%

Hudson City

Footprint

(2)

7,586

323,931

Demonstrated Success in New Market Expansion

Since initially entering Maryland through the 2003 acquisition of Allfirst, M&T has achieved:

–

#1 market share for lead bank relationships among middle-market companies (State of Maryland overall)

–

#1 SBA lending share (Baltimore)

–

#1 branch market share (Baltimore) and #2 deposit market share (Baltimore).

Provident

Acquisition

Wilmington

Trust

M&T successfully leveraged its community banking model to build a leading presence in Mid-

Atlantic region

(1)

Includes Baltimore, Chesapeake, Washington, Central Virginia & Delaware

$4.0

$8.0

$12.0

$16.0

$20.0

2003

2005

2008

2009

2010

2011

Q2'12

Loans

Deposits

M&T’s Commercial Portfolio and Infrastructure in Hudson City’s Markets

Hudson City Markets

($ in billions)

NYC Market

Philadelphia

Tarrytown

Long Island

Total

Loans

$7.6

$2.4

$0.4

$1.9

$0.4

$12.7

Deposits

$2.1

$1.0

$0.1

$0.9

$0.8

$4.9

Cmcl. Rel. Mgrs / Lenders

109

M&T’s regional teams have successfully expanded its lending portfolio within these regions despite a

limited branch network

Established commercial lending presence would be augmented by expanded branch network

($ in billions)

Opportunity to

make these regions

self-funded

M&T’s

Current

Total

Loans

Deposits

Selected

Regions

Long Island

Tarrytown

M&T’s

Commercial

Loans

Hudson

City’s

Footprint

$1.4

$1.7

$1.9

$2.1

$2.3

$2.5

$0.0

$0.5

$1.0

$1.5

$2.0

$2.5

$3.0

2007

2008

2009

2010

2011

Jun-12

Leverages M&T’s Long-Standing Commercial Presence in Hudson City’s Footprint

M&T Bank has a long history within the NYC metropolitan area that dates back to the acquisition of East New York

Savings in 1987

$11.5

billion

Middle

Market

(C&I)

and

CRE

loan

portfolio

the

region

(1)

$2.5 billion Middle Market and CRE loan portfolio in Hudson City’s core footprint

Includes Philadelphia

Average Tenure of Management by Region

Region

Middle-Market / CRE

Business Banking

Total

New York City

Tarrytown

Philadelphia

Long Island

New Jersey

Average

Length of Service (Years)

M&T’s Commercial management team has many years of experience within the market and a

long tenure with M&T

–

Full suite of commercial banking, small business and wealth management products

Introduces strong small business and middle-market lending competitor

–

Leading middle market and SBA lender in its core markets

–

#6 SBA lender nationally and #3 in Eastern U.S.

–

Most honored bank in 2011 Greenwich Excellence Awards for Small Business Banking:

12 national awards and 2 regional awards

Expanded branch network throughout the Mid-Atlantic and Northeast

–

Minimal branch overlap or consolidations

M&T has received the highest possible CRA rating on every exam since 1982

Transaction

Benefits

Hudson

City’s

Customers

and Markets

Enhanced range of banking products for Hudson City customers and communities

Shared History of Strong Credit Performance

* Top 25 publicly traded banks in each year

Conservative underwriting and well-secured, portfolio lending approaches have contributed to

below-average loss rates for both institutions throughout the recent credit cycle

Net Charge-Offs / Average Loans

Source: SNL financial

MTB

Top 25 Median*

Hudson City

Favorable residential mortgage portfolio characteristics mitigate credit risk exposure

Loan Credit Marks

Portfolio Review

Estimated credit mark of $433

million

–

~1.5% of total loans

Represents >6 years of Hudson

City’s annualized YTD 6/30/12 net

charge-offs

1. Includes AZ, CA, FL, GA, NV

Extensive due diligence by M&T, including detailed on-site loan-level

file reviews

Favorable underwriting characteristics

–

Original LTV: 68%

–

Average current FICO: 730

~80% of loans in Hudson City’s core Tri-State footprint (NJ, NY, CT)

Small commercial portfolio of 109 loans; Only 12 loans > $1 million

with the largest loan balance of $6 million

–

<0.25%

portfolio

“sunshine”

states

Granular loan portfolio : 69,937 loans, Only 9 loans > $3 million and

161 loans > $2 million

Low Integration Risk

Extensive prior integration experience: 23 acquisitions in last 25 years

Demonstrated success in previous thrift conversions to M&T commercial banking model (East NY, Empire,

Goldome, OnBanc, Partners Trust)

Established presence and operating experience in Hudson City’s markets

Strong M&T management team and organization already in place in Hudson City’s markets

Hudson City’s monoline residential mortgage-focused business model streamlines integration

Active involvement of Hudson City’s long-tenured management team

Hudson

City’s

core

operating

systems

outsourced

–

minimizes

systems

integration

complexities

M&T will leverage its extensive integration experience, which includes integration of

institutions significantly more complex than Hudson City

M&T’s History of Well-Executed Sizeable Acquisitions

* Large transactions are highlighted

($ in millions)

Date of

Acquisition

Bank Acquired

Assets

Acquired

($mm)

Deposits

Acquired

($mm)

Primary Market(s)

% M&T

Deposits

May-11

Wilmington Trust

10,845

8,864

Delaware

17.5%

Nov-10

K Bank

154

491

Baltimore, MD

1.0%

Aug-09

Bradford Bank

302

361

Baltimore, MD

0.8%

May-09

Provident Bancshares

6,300

5,100

Baltimore, MD & Washington, DC

12.0%

Dec-07

First Horizon Branches

214

216

Fairfax, VA & Baltimore, MD

0.6%

Nov-07

Partners Trust Financial Group

3,500

2,200

Binghamton, Utica, NY

5.7%

Jun-06

Citibank, N.A. branches

269

1,000

Buffalo, Rochester, NY

2.6%

Apr-03

Allfirst Financial

16,000

11,000

MD, PA, VA, DE & Washington, DC

50.2%

Feb-01

Premier National Bancorp

1,800

1,400

Hudson Valley, NY

6.9%

Oct-00

Keystone Financial

7,420

5,183

Central Pennsylvania

35.3%

Sep-99

Chase Branches

634

Binghamton, Jamestown, Buffalo, NY

4.3%

Jun-99

FNB Rochester

676

511

Rochester, NY

3.5%

Apr-98

ONBANCorp

5,493

3,768

Syracuse, NY & Northeast PA

34.0%

Jan-97

GreenPoint Branches

131

Westchester, NY

1.2%

Jul-95

Chase Manhattan Branches

Hudson Valley, NY

1.0%

Dec-94

Chemical Bank Branches

146

Hudson Valley, NY

2.0%

Dec-94

Ithaca Bancorp

470

330

Ithaca, NY

4.5%

Jul-92

Central Trust, Endicott Trust

1,400

1,300

Binghamton, Rochester, NY

18.2%

May-91

Goldome

1,700

2,200

Buffalo, NY

36.5%

Sep-90

Empire Federal Savings Bank

450

1,240

Buffalo, Rochester, NY

24.5%

Jan-90

Monroe Savings

439

479

Rochester, NY

9.8%

Dec-87

East NY Savings

1,855

1,641

New York City

60.0%

Our commitment to seamless merger and integration activity is practiced and refined. The

following are staples of our approach:

M&T Integration Approach and Experience

Transaction

Announcement

Date

Closing

Date

Conversion

Date

Allfirst

9/26/02

4/1/03

7/4/03

Citibank Branches

4/25/06

6/30/06

Simultaneous

Partners Trust

7/19/07

11/30/07

Simultaneous

Provident

12/19/08

5/23/09

Simultaneous

Wilmington

11/1/10

5/16/11

8/27/11

Integration

Timeline

–

Recent

M&T

Acquisitions

Placement of

M&T’s management

in new markets

For our 70 most senior people, the

Wilmington Trust merger was on

average,

the

12th

such

deal

which

they’ve worked

13 senior M&T executives have

worked on all 23 acquisitions

undertaken in the past 25 years

Significant commitment

on the part of thousands

of back office and front

line employees who

touch each component

of the customer

experience

M&T has

demonstrated a

consistent ability to

efficiently integrate

transactions –

simultaneous close

and conversion

Managing

The Process

Senior Management

Experience

Attention To

Detail

Rapid

Integration

M&T: A “Super-Community Bank”

Our approach is simple:

We provide banking services in communities where we live

and work

We focus on carefully underwritten lending, based on local

knowledge

We take a prudent approach to acquisitions –

we grow when

and where it makes sense

We view our long-tenured and engaged employees as key to

our success

The result is a history of above-average shareholder returns

Commitment to Our Communities

Charitable Giving

Donated more than $147 million to community-based organizations over the past 10 years

Community Investment

Earned highest possible Community Reinvestment Act rating on every exam since 1982

Volunteerism

In the first half of 2012, over 3,600 M&T employees reported volunteering their time with over 1,200

community and not-for-profit organizations, logging more than 30,000 volunteer hours

Consistent and Conservative Lending

Winner

2011

Greenwich

Excellence

Awards

for

small

business

banking

#1 SBA lender in core Mid-Atlantic markets of Baltimore, Wilmington, Washington, DC and

Philadelphia

and

Upstate

New

York

markets

Binghamton,

Buffalo,

Syracuse

and

Rochester

–

ranked 6

nationally

Westminster Community Charter School

United Way Day of Caring in Baltimore

Gettysburg Visitor Centre

We lend in the markets where we live and work to people and enterprises whom we know

#1 Small Business Administration

Lender in:

Baltimore

Binghamton

Buffalo

Philadelphia

Rochester

Syracuse

Washington, DC

Wilmington

Ranked

Nationally

Ranked

Eastern

U.S.

#1 market share for lead bank

relationships

among

middle

market

clients

in:

(1)

Baltimore

Binghamton

Buffalo

Harrisburg

Northern Pennsylvania

Rochester

Syracuse

State of Maryland overall

State of Delaware overall

(1)

Independent

party

market

research

(2)

Reflects in-market deposits only

#1 or #2 deposit market share

in 8 of top 10 communities:

#2 in Baltimore

#1 in Binghamton

#1 in Buffalo

#2 in Harrisburg

#2 in Rochester

#1 in Syracuse

#1 Wilmington / State of Delaware

(2)

#1 in York

Strong Presence In Our Communities

Our “super-community bank”

model is validated through our long-term results

M&T

has

been

profitable

every

quarter

the

last

years

–

144

consecutive

quarters

Since 1983, when Chairman Robert Wilmers came to M&T, achieved compound

annual growth in operating earnings per share of 17%

M&T is only commercial bank in S&P 500 not to cut dividend or execute dilutive

equity offering during the financial crisis

Over

16%

annualized

total

return

shareholders from 1983 through 6/30/12

highest

annual

total

return

shareholders among the universe of 687 US-

based stocks that have traded continuously

since 1980

M&T’s stock has outperformed the S&P

Bank

Index

18%,

37%

and

47%

over

the

3-, 5-, and 10-year periods ending 6/30/12

Highest

stock

price

appreciation

among

100 largest banks in 1983, of which only 23

remain today

A History of Above-Average Shareholder Returns

Note:

Data

prior

1998

does

not

include

provisions

SFAS

No.

123

and

No.

148

stock

option

expensing.

M&T maintained its dividend and experienced no losses through the recent crisis

Net Operating Income and Net Operating EPS are non-GAAP financial measures. Refer to the Appendix for a reconciliation

between these measures and GAAP

Earnings

Dividend

Growth:

1983

–

2Q’12

Dividends

GAAP EPS

Impact of Amortization and Merger-related expenses

Appendix

Net Income

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

1Q12

2Q12

$'s in millions

Net income

$268.2

$353.1

$456.7

$573.9

$722.5

$782.2

$839.2

$654.3

$555.9

$379.9

$736.2

$859.5

$206.5

$233.4

Intangible amortization*

56.1

99.4

32.5

47.8

46.1

34.7

38.5

40.5

39.0

35.3

37.6

10.2

9.7

Merger-related items*

16.4

4.8

39.2

3.0

9.1

2.2

36.5

(16.3)

(12.8)

1.7

4.3

Net operating income

$340.7

$457.3

$489.2

$660.9

$768.6

$816.9

$880.7

$703.8

$598.6

$455.4

$755.2

$884.3

$218.4

$247.4

Pre-Tax, Pre-Provision

Income

Net Income for EPS

$268.2

$353.1

$456.8

$573.9

$722.5

$782.2

$839.2

$654.3

$555.1

$332.0

$675.9

$781.8

$188.2

$214.7

Preferred Div., Amort. of Pref. Stock

& Unvested Stock Awards

$0.0

$0.8

$47.9

$60.3

$77.7

$18.2

$18.7

Income Taxes

$154.1

$198.5

$219.1

$276.8

$344.0

$388.7

$392.4

$309.2

$183.9

$139.4

$356.6

$365.1

$102.0

$118.8

GAAP Pre-tax Income

$422.3

$551.6

$675.9

$850.7

$1,066.5

$1,170.9

$1,231.6

$963.5

$739.8

$519.3

$1,092.8

$1,224.6

$308.4

$352.2

Provision for credit losses

38.0

103.5

122.0

131.0

95.0

88.0

80.0

192.0

412.0

604.0

368.0

270.0

49.0

60.0

Pre-Tax, Pre-Provision Income

$460.3

$655.1

$797.9

$981.7

$1,161.5

$1,258.9

$1,311.6

$1,155.5

$1,151.8

$1,123.3

$1,460.8

$1,494.6

$357.4

$412.2

Earnings Per Share

Diluted earnings per share

$3.24

$3.58

$4.78

$4.95

$6.00

$6.73

$7.37

$5.95

$5.01

$2.89

$5.69

$6.35

$1.50

$1.71

Intangible amortization*

0.67

1.00

0.34

0.41

0.38

0.30

0.33

0.37

0.36

0.34

0.29

0.31

0.08

Merger-related items*

0.20

0.05

0.34

0.03

0.08

0.02

0.31

(0.14)

(0.10)

0.01

0.03

Diluted net operating

earnings per share

$4.11

$4.63

$5.12

$5.70

$6.38

$7.03

$7.73

$6.40

$5.39

$3.54

$5.84

$6.55

$1.59

$1.82

Efficiency Ratio

$'s in millions

Non-interest expenses

$718.6

$980.6

$961.6

$1,448.2

$1,516.0

$1,485.1

$1,551.7

$1,627.7

$1,727.0

$1,980.6

$1,914.8

$2,478.1

$639.7

$627.4

less: intangible amortization

69.6

121.7

51.5

78.2

75.4

56.8

63.0

66.5

66.6

64.3

58.1

61.6

16.8

15.9

less: merger-related expenses

26.0

8.0

60.4

5.0

14.9

3.5

89.2

0.8

83.7

2.7

7.2

Non-interest operating expenses

$623.0

$850.9

$910.1

$1,309.6

$1,440.6

$1,428.3

$1,483.7

$1,546.3

$1,656.8

$1,827.2

$1,856.0

$2,332.8

$620.2

$604.3

Tax equivalent revenues

$1,189.4

$1,653.3

$1,773.6

$2,446.2

$2,694.9

$2,761.3

$2,883.1

$2,804.1

$2,900.6

$3,125.7

$3,399.6

$3,998.6

$1,003.8

$1,046.3

less: gain/(loss) on sale of securities

(3.1)

1.9

(0.6)

2.5

2.9

1.2

2.6

1.2

34.4

1.2

2.8

150.2

0.05

(0.4)

less: net OTTI losses recognized

(29.4)

(127.3)

(182.2)

(138.3)

(86.3)

(77.0)

(11.5)

(16.2)

less: merger-related gains

29.1

27.5

64.9

Denominator for efficiency ratio

$1,192.5

$1,651.4

$1,774.2

$2,443.7

$2,692.0

$2,789.5

$2,880.5

$2,930.2

$3,048.4

$3,233.7

$3,455.6

$3,860.5

$1,015.3

$1,062.9

Net operating efficiency ratio

52.3%

51.5%

51.3%

53.6%

53.5%

51.2%

51.5%

52.8%

54.4%

56.5%

53.7%

60.4%

61.1%

56.9%

*Net of tax

Reconciliation of GAAP and Non-GAAP Measures

Reconciliation of GAAP and Non-GAAP Measures

Average

Assets

2006

2007

2008

2009

2010

2011

1Q12

2Q12

$'s in millions

Average assets

55,839

58,545

65,132

67,472

68,380

73,977

78,026

80,087

Goodwill

(2,908)

(2,933)

(3,193)

(3,393)

(3,525)

Core deposit and other

intangible assets

(191)

(221)

(214)

(191)

(153)

(168)

(151)

Deferred taxes

Average tangible assets

52,778

55,415

61,755

63,921

64,731

70,327

74,381

76,455

Average

Common

Equity

$'s in millions

Average common equity

6,041

6,247

6,423

6,616

7,367

8,207

8,510

8,668

Goodwill

(2,908)

(2,933)

(3,193)

(3,393)

(3,525)

Core deposit and other

intangible assets

(191)

(221)

(214)

(191)

(153)

(168)

(151)

Deferred taxes

Average tangible common equity

2,980

3,117

3,046

3,065

3,718

4,557

4,865

5,036

Important Additional Information

In connection with the proposed merger, M&T Bank Corporation (“M&T”) will file with the U.S. Securities and Exchange

Commission (the “SEC”) a Registration Statement on Form S-4 that will include a Joint Proxy Statement of M&T and

Hudson City Bancorp, Inc. (“Hudson City”) and a Prospectus of M&T, as well as other relevant documents concerning the

proposed transaction. SHAREHOLDERS OF M&T AND HUDSON CITY ARE URGED TO READ THE REGISTRATION

STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES

AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS

OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

A free copy of the Joint Proxy Statement/Prospectus, as well as other filings containing information about M&T and

Hudson City, may be obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these

documents, free of charge, from M&T at www.mtb.com under the tab “About Us” and then under the heading “Investor

Relations” and then under “SEC Filings” or from Hudson City by accessing Hudson City’s website at www.hcsbonline.com

under the heading “Investor Relations.” Copies of the Joint Proxy Statement/Prospectus can also be obtained, free of

charge, by directing a request to Investor Relations, One M&T Plaza, Buffalo, New York 14203, (716) 842-5445.

M&T and Hudson City and certain of their directors and executive officers may be deemed to be participants in the

solicitation of proxies from the shareholders of M&T and Hudson City in connection with the proposed merger. Information

about the directors and executive officers of M&T and their ownership of M&T common stock is set forth in the proxy

statement for M&T’s 2012 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 7, 2012.

Information about the directors and executive officers of Hudson City and their ownership of Hudson City common stock is

set forth in the proxy statement for Hudson City’s 2012 annual meeting of shareholders, as filed with the SEC on a

Schedule 14A on March 19, 2012. Additional information regarding the interests of those participants and other persons

who may be deemed participants in the transaction may be obtained by reading the Joint Proxy Statement/Prospectus

regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in

the preceding paragraph.