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1-9861
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16-0968385
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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One M&T Plaza, Buffalo, New York
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14203
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(Address of principal executive offices)
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(Zip Code)
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(d)
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Exhibits.
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Exhibit No.
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Description of Exhibit
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2.1
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Amendment No. 4, dated as of April 16, 2015, to the Agreement and Plan of Merger, dated as of August 27, 2012, as amended by Amendment No. 1, dated as of April 13, 2013, Amendment No. 2, dated as of December 16, 2013, and Amendment No. 3, dated as of December 8, 2014, by and among M&T Bank Corporation, Hudson City Bancorp, Inc. and Wilmington Trust Corporation.
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99.1
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Joint Press Release, dated April 17, 2015.
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M&T BANK CORPORATION
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/s/ Drew J. Pfirrman
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Drew J. Pfirrman
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Senior Vice President and General Counsel
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Exhibit No.
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Description of Exhibit
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2.1
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Amendment No. 4, dated as of April 16, 2015, to the Agreement and Plan of Merger, dated as of August 27, 2012, as amended by Amendment No. 1, dated as of April 13, 2013, Amendment No. 2, dated as of December 16, 2013, and Amendment No. 3, dated as of December 8, 2014, by and among M&T Bank Corporation, Hudson City Bancorp, Inc. and Wilmington Trust Corporation.
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99.1
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Joint Press Release, dated April 17, 2015.
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M&T BANK CORPORATION
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By:
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/s/ Mark J. Czarnecki
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Name:
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Mark J. Czarnecki
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Title:
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President and Chief Operating Officer
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HUDSON CITY BANCORP, INC.
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By:
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/s/ Denis J. Salamone
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Name:
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Denis J. Salamone
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Title:
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Chairman and Chief Executive Officer
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WILMINGTON TRUST CORPORATION
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By:
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/s/ Mark J. Czarnecki
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Name:
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Mark J. Czarnecki
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Title:
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Chairman and President
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1.
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Hudson will have the ability to make a pro-rated ESOP loan repayment contribution for calendar year 2015 in accordance with the terms of the ESOP for the period from January 1, 2015 through the end of the payroll period ending not less than two weeks prior to the Effective Time, which contributions will be made prior to the Effective Time and but for the pro-ration will be ordinary course and consistent with past practice.
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2.
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Without derogating from the provisions of Section 6.5(c) of the Merger Agreement, payments made pursuant to the Executive Officer Annual Incentive Plan will be included in the calculation of severance benefits under any employment agreement or change of control agreement with Hudson or Hudson Bank, except that with respect to bonus payments made for calendar year 2014, no payment to an officer with the title of Senior Vice President or above of a bonus in excess of his or her target amount shall be taken into account for purposes of calculating his or her severance benefits under any employment agreement or change of control agreement with Hudson or Hudson Bank.
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3.
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Hudson or Hudson Bank may enter into agreements with not more than fifteen (15) officers of Hudson or Hudson Bank, or adopt amendments, modifying the compensation and benefit plans, agreements and arrangements of Hudson and/or Hudson Bank for the purpose of mitigating the impact, if any, of sections 280G and 4999 of the Code on such officers and/or Hudson, Hudson Bank or M&T, except that no such agreement or amendment shall include a new agreement to pay a tax gross-up. Prior to the execution of any such agreement, Hudson or Hudson Bank shall provide M&T with a reasonable opportunity to review and comment on any such agreement, which comments Hudson or Hudson Bank shall consider in good faith.
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4.
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Hudson and/or Hudson Bank may enter into transition agreements with not more than fifteen (15) officers of Hudson or Hudson Bank, pursuant to which M&T, Merger Sub or M&T Bank, as successors to Hudson and Hudson Bank would agree to continue the employment of such officers until at least December 31, 2015, provided that in no event shall such agreements require M&T, Merger Sub or M&T Bank to continue the employment of an officer who commits acts constituting "cause" (as defined in the applicable employment or change of control agreement). Prior to the execution of any such agreement, Hudson or Hudson Bank shall provide M&T with a reasonable opportunity to review and comment on any such agreement, which comments Hudson or Hudson Bank shall consider in good faith.
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