Edgar Filing: HUDSON CITY BANCORP INC

425

Filed by M&T Bank Corporation

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934

Subject Company: Hudson City Bancorp, Inc.

(Commission File No. 0-26001)

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.

On August 27, 2012, M&T Bank Corporation, a New York corporation (“M&T”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Hudson City Bancorp, Inc., a Delaware corporation (“Hudson City”) and Wilmington Trust Corporation, a Delaware corporation and a wholly owned subsidiary of M&T (“WTC”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Hudson City will merge with and into WTC, with WTC continuing as the surviving entity (the “Merger”). 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.

Important Additional Information.

In connection with the Merger, M&T filed with the SEC on October 15, 2012 a Registration Statement on Form S-4 that includes a Joint Proxy Statement of M&T and Hudson City and a preliminary Prospectus of M&T (together with the Joint Proxy Statement, as amended, the “Joint Proxy Statement/Prospectus”), 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 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 are also 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. Free copies of this document may be obtained as described in the preceding paragraph.

BancAnalysts Association of Boston Conference

November 2, 2012

This

presentation

contains

forward

looking

statements

within

the

meaning

the

Private

Securities

Litigation

Reform

Act

1995 giving

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

are

typically

identified

words

such

“believe,”

“expect,”

“anticipate,”

“intend,”

“target,”

“estimate,”

“continue,”

“positions,”

“prospects”

“potential,”

future

conditional

verbs

such

“will,”

“would,”

“should,”

“could”

“may”,

variations

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.

On August

27, 2012, M&T Bank Corporation, a New York corporation (“M&T”), entered into an Agreement and Plan of Merger (the

“Merger Agreement”) with Hudson City Bancorp, Inc., a Delaware corporation (“Hudson City”) and Wilmington Trust Corporation, a

Delaware corporation and a wholly owned subsidiary of M&T (“WTC”). The Merger Agreement provides that, upon the terms and

subject to the conditions set forth therein, Hudson City will merge with and into WTC, with WTC continuing as the surviving entity (the

“Merger”). 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.

Disclaimer

Top 20 US-based full-service commercial

bank holding company by assets and Top

15 by market cap

Founded in 1856

$81 billion total assets

728 domestic branches and more than

2,000 ATMs

14,967 employees located in New York,

Maryland, Pennsylvania, Washington,

D.C., Virginia, West Virginia and Delaware

Over 2 million consumer/retail household

customers

207,000 commercial customers

As of 09/30/12

M&T Bank Corporate Profile

Financial Update

Outlook / Hudson City

Overview of M&T Bank

Today’s Agenda

Financial Update

Strong 3Q12 Earnings Results

GAAP Earnings

2006

2007

2008

2009

2010

2011

1Q12

2Q12

3Q12

Net Income ($MM)

839

654

556

380

736

859

206

233

293

EPS ($ per share)

7.37

5.95

5.01

2.89

5.69

6.35

1.50

1.71

2.17

Net

Operating

Earnings

Net Operating Income ($MM)

881

704

599

455

755

884

218

247

302

Net Operating EPS ($ per share)

7.73

6.40

5.39

3.54

5.84

6.55

1.59

1.82

2.24

Net Operating Income and Net Operating EPS are non-GAAP financial measures (Excludes merger-related gains and expenses and amortization

expense associated with intangible assets). Refer to the Appendix for a reconciliation between these measures and GAAP.

Strong

3Q12

Earnings

Results

(continued)

Average loans up 10%

annualized from 2Q12

•

Includes 10%

annualized growth in C&I loans

•

Residential real estate loans up by $1.1 billion

End-of-period loans up 8%

annualized from 2Q12

Average

core

deposits

increased

annualized

from

2Q12

Key Ratios

Superior

pre-credit

earnings

Strong

credit

through

crisis

Focused

on returns

Consistent

capital

generation

2006

2007

2008

2009

2010

2011

1Q12

2Q12

3Q12

Net Interest Margin

3.70%

3.60%

3.38%

3.49%

3.84%

3.73%

3.69%

3.74%

3.77%

3.73%

Efficiency Ratio -

Tangible

(1)

51.51%

52.77%

54.35%

56.50%

53.71%

60.43%

61.09%

56.86%

53.73%

57.11%

Pre-tax, Pre-provision Earnings ($MM)

(1)

1,312

1,156

1,152

1,123

1,461

1,495

357

412

492

1,262

Allowance to Loans (As At)

1.51%

1.58%

1.61%

1.69%

1.74%

1.51%

1.49%

1.46%

1.44%

Net Charge-Offs to Loans

0.16%

0.26%

0.78%

1.01%

0.67%

0.47%

0.32%

0.34%

0.26%

0.31%

Net Operating Return on

Tangible Assets

(2)

1.67%

1.27%

0.97%

0.71%

1.17%

1.26%

1.18%

1.30%

1.56%

1.35%

Tangible Common Equity

(2)

29.55%

22.58%

19.63%

13.42%

18.95%

17.96%

16.79%

18.54%

21.53%

19.03%

Common Equity to Assets -

Tangible

5.84%

5.01%

4.59%

5.13%

6.19%

6.40%

6.51%

6.65%

7.04%

[3]

7.04%

[3]

Tier 1 Common Capital Ratio

6.42%

5.62%

6.08%

5.66%

6.51%

6.86%

7.04%

7.15%

7.47%

[3]

7.47%

[3]

Tier 1 Capital Ratio

7.74%

6.84%

8.83%

8.59%

9.47%

9.68%

9.85%

9.92%

10.22%

[3]

10.22%

[3]

Total Capital Ratio

11.78%

11.18%

12.83%

12.30%

13.08%

13.26%

13.43%

13.29%

13.56%

[3]

13.56%

[3]

Leverage Ratio

7.20%

6.59%

8.35%

8.43%

9.33%

9.28%

9.53%

9.49%

9.82%

[3]

9.82%

[3]

TBV per Share

28.57

27.98

25.94

28.27

33.26

37.79

38.89

40.52

42.80

3Q'12 YTD

(1)

The Efficiency Ratio and Pre-tax, Pre-provision Earnings are non-GAAP financial measures. A reconciliation of GAAP to non-

GAAP financial measures is available in the appendix. The Efficiency Ratio reflects non-interest expense (excluding

amortization expense associated with intangible assets and merger-related expenses) as a percentage of fully taxable

equivalent net interest income and non-interest revenues (excluding gains or losses from securities transactions and merger-

related gains).

(2)

Excludes merger-related gains and expenses and amortization expense associated with intangible assets.

(3)

Preliminary estimates. Capital ratio estimates are preliminary until Q3 2012 FRY9C report is filed.

M&T Faring Well Against Industry Headwinds

Loan growth

H8 growth -

slow to moderate; M&T aided by Upstate NY

opportunity

Net interest

margin

NIM pressures persist; M&T stable

Fee revenue

Refi-driven mortgage strength; M&T benefiting from

Wilmington Trust & mortgage servicing

Credit

Stabilizing; M&T stable at lower level

Expenses

Regulatory headwinds; M&T benefiting from Wilmington

Trust merger synergies

Capital

Industry capital at high level via share issuance; M&T

building capital through earnings

Offsets to Margin Pressures from Low Rates

4.23

4.01

3.59

3.58

3.52

3.54

3.0

3.5

4.0

4.5

'01

'02

'03

'04

'05

'06

'07

'08

'09

'10

'11

1Q'12

2Q'12

3Q'12

MTB

Peer Median

3.73

3.69

3.74

3.77

Carrying Amount of Purchased Loan Portfolio as of September 30, 2012

Accretable Difference Rollforward

Disclosures on Acquired Loans in 10-K & 10-Q

(1) As disclosed in M&T Bank’s 2011 SEC Form 10-K (page 117), 1Q12 SEC Form 10-Q (page 14), 2Q12 SEC Form 10-Q (page 15), and

3Q12 SEC Form 10-Q (when filed ).

($ millions)

Total

Commercial, financial, leasing, etc.

977

Commercial real estate

2,963

Residential real estate

743

Consumer

1,700

Total

6,383

($ millions)

2011

1Q12

2Q12

3Q12

Balance at beginning of period

457

839

770

789

Additions

688

Interest Income

(295)

(81)

(90)

(87)

Reclassified from (to) nonaccretable balance, net

140

Other

(22)

(31)

Balance at end of period

839

770

789

703

Wilmington Trust & Near-term Mortgage Strength Bolster Fees

•

Significant increase

in contribution from

Trust/Investments

•

Reduces reliance

on businesses

facing regulatory

reform headwinds

1Q11

3Q11

Note: Data reflects M&T’s reported fee income excluding securities gains/losses.

Components of Fee Income

Fee Income % of Total Revenue, QTD 9/30/12

Note:

Data

reflects

M&T’s

reported

operating

results;

Peer

data

excludes

securities

gains/losses

and

non-recurring

income

per

SNL

Financial

3Q12

38%

15%

32%

Trust and Wealth

Management

Service Fees

Mortgage

Other

34%

32%

10%

24%

29%

25%

24%

22%

15%

41%

38%

34%

-10%

10%

20%

30%

40%

50%

60%

Peer 1

Peer 2

MTB

Peer 3

Peer 4

Peer 5

MTB

Peer 6

MTB

Peer 7

Peer 8

Peer 9

Peer 10

Peer 11

Efficiency Ratio

The Efficiency Ratio is a non-GAAP financial measure. M&T’s Efficiency Ratio reflects non-interest expense (excluding amortization expense

associated with intangible assets and merger-related expenses) as a percentage of fully taxable equivalent net interest income and non-interest

revenues (excluding gains from securities transactions and merger-related gains). Refer to the Appendix for a reconciliation of the Efficiency Ratio

with GAAP.

All Peer bank data as noted by SNL Financial; non-recurring income/expenses excluded from efficiency ratio as noted by SNL.

Wilmington Trust cost synergies / mortgage strength

mitigate increased environment costs

51.53%

61.09%

56.86%

57.78%

65.02%

65.32%

62.70%

45%

50%

55%

60%

65%

70%

'01

'02

'03

'04

'05

'06

'07

'08

'09

'10

'11

1Q12

2Q12

3Q12

MTB

Peer Median

53.73%

1178%

437%

434%

409%

408%

364%

350%

309%

303%

219%

184%

98%

Peer Median 357%

200%

400%

600%

800%

1000%

1200%

MTB

Peer 1

Peer 2

Peer 3

Peer 4

Peer 5

Peer 6

Peer 7

Peer 8

Peer 9

Peer 10

Peer 11

0.62

1.18

1.38

1.46

1.62

1.64

1.75

2.11

2.15

2.17

2.89

4.46

Peer Median 1.70

0.0

1.0

2.0

3.0

4.0

5.0

Peer 1

Peer 2

Peer 3

Peer 4

MTB

Peer 5

Peer 6

Peer 7

Peer 8

Peer 9

Peer 10

Peer 11

6.0

5.5

3.8

3.1

2.0

1.9

1.7

1.5

1.1

Peer Median 2.0

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

Peer 1

MTB

Peer 2

Peer 3

Peer 4

Peer 5

Peer 6

Peer 7

Peer 8

Peer 9

Peer 10

Peer 11

0.26

0.39

0.42

0.72

0.74

0.85

1.00

1.08

1.36

1.60

1.74

1.95

Peer Median 0.93

0.0

0.5

1.0

1.5

2.0

2.5

MTB

Peer 1

Peer 2

Peer 3

Peer 4

Peer 5

Peer 6

Peer 7

Peer 8

Peer 9

Peer 10

Peer 11

NPA

Total

Loans

OREO

–

3Q’12

Pre-tax

Pre-provision

Income

Net

Charge-Offs

–

3Q’12

NCOs

Avg

Loans

–

3Q’12

Reserve

Coverage

NCOs

(in

years)

–

3Q’12

Source: GAAP data as of September 30, 2012

M&T’s Credit Metrics are Best-in-Class

Outlook / Update on Hudson City Merger

Expect stable NIM over remainder of 2012

•

FY 2012 NIM (3.73%) consistent with FY 2011

Loan pipeline (ex. Mortgage) remains healthy

•

Resumed sale of mortgage originations in 3Q12

Mortgage originations for sale remain strong over near term

Expect

expenses

will

well

controlled

through

the

remainder

the

year

Outlook Consistent with Remarks on October earnings call

Submitted regulatory applications

Draft S-4/Registration Statement filed with SEC

Meetings with counterparts at HCBK to plan integration

Have begun recruiting commercial bankers for NJ footprint

Update on Hudson City merger

Overview of M&T Bank

Top 20 US-based full-service commercial

bank holding company by assets and Top

15 by market cap

Founded in 1856

$81 billion total assets

728 domestic branches and more than

2,000 ATMs

14,967 employees located in New York,

Maryland, Pennsylvania, Washington,

D.C., Virginia, West Virginia and Delaware

Over 2 million consumer/retail household

customers

207,000 commercial customers

As of 09/30/12

M&T Bank Corporate Profile

M&T: A “Super-Community Bank”

We provide banking services in communities where we live

and work

We focus on carefully underwritten lending, based on local

knowledge

take

prudent

approach

acquisitions

–

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

Our approach is simple:

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

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

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

Philadelphia and Upstate New York markets of Binghamton, Buffalo, Syracuse and Rochester – ranked

nationally

#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 or #2 deposit market share

in 8 of top 10 communities:

#2 in Baltimore

#1 in Binghamton

#1 in Buffalo

#2 in Harrisburg

#1 in Rochester

#1 in Syracuse

Wilmington

State

Delaware

(2)

#1 in York

Strong Presence In Our Communities

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

(1)

Independent 3 party market research

(2)

Reflects in-market deposits only

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 the only commercial bank in S&P 500 not to cut dividend and execute

dilutive equity offering during the financial crisis

Over

17%

annualized

total

return

shareholders from 1983 through 9/30/12

21 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

26%,

46%

and

61%

over

the

3-, 5-, and 10-year periods ending 9/30/12

Highest

stock

price

appreciation

among

100 largest banks in 1983, of which only 23

remain today

A History of Above-Average Shareholder Returns

Our “super-community bank”

model is validated through our long-term results

M&T has been profitable in every quarter of the last 36 years – 145 consecutive

BancAnalysts Association of Boston Conference

November 2, 2012

Appendix

Reconciliation of GAAP and Non-GAAP Measures

Net Income

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

1Q12

2Q12

3Q12

2012 YTD

$'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

$293.5

$733.3

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

8.6

28.5

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

6.0

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

$302.1

$767.9

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

$273.9

$676.8

Preferred Div., Amort. of Pref. Stock

& Unvested Stock Awards

$0.0

$0.8

$47.9

$60.3

$77.7

$18.2

$18.7

$19.6

$56.5

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

$153.0

$373.8

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

$446.4

$1,107.1

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

46.0

155.0

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

$492.4

$1,262.1

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

$2.17

$5.37

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

0.07

0.22

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

0.05

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

$2.24

$5.64

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

$616.0

$1,883.1

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

14.1

46.8

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

9.9

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

$601.9

$1,826.5

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

$1,115.0

$3,165.1

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)

0.4

0.0

less: net OTTI losses recognized

(29.4)

(127.3)

(182.2)

(138.3)

(86.3)

(77.0)

(11.5)

(16.2)

(5.7)

(33.3)

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

$1,120.3

$3,198.4

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%

53.7%

57.1%

*Net of tax

Reconciliation of GAAP and Non-GAAP Measures

Average Assets

2006

2007

2008

2009

2010

2011

1Q12

2Q12

3Q12

2012 YTD

$'s in millions

Average assets

55,839

58,545

65,132

67,472

68,380

73,977

78,026

80,087

80,432

79,518

Goodwill

(2,908)

(2,933)

(3,193)

(3,393)

(3,525)

Core deposit and other

intangible assets

(191)

(221)

(214)

(191)

(153)

(168)

(151)

(136)

(152)

Deferred taxes

Average tangible assets

52,778

55,415

61,755

63,921

64,731

70,327

74,381

76,455

76,810

75,885

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

8,919

8,700

Goodwill

(2,908)

(2,933)

(3,193)

(3,393)

(3,525)

Core deposit and other

intangible assets

(191)

(221)

(214)

(191)

(153)

(168)

(151)

(136)

(152)

Deferred taxes

Average tangible common equity

2,980

3,117

3,046

3,065

3,718

4,557

4,865

5,036

5,297

5,067

Important Additional Information

In connection with the Merger, M&T Bank Corporation (“M&T”) filed with the U.S. Securities and Exchange Commission

(the “SEC”) on October 15, 2012 a Registration Statement on Form S-4 that includes a preliminary Joint Proxy Statement of

M&T and Hudson City Bancorp, Inc. (“Hudson City”) and a preliminary Prospectus of M&T (together with the Joint Proxy

Statement, as amended, the “Joint Proxy Statement/Prospectus”), 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 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 are also 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 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.

Free copies of this document may be obtained as described in the

preceding paragraph.