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 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.

Barclays Global Financial Services Conference

September 10, 2012

2

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.

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

3

Financial Update

Opportunity in Metropolitan NYC with Hudson City Bancorp

The M&T Bank Story

Today’s Agenda

4

Financial Update

5

Strong 2Q12 Earnings Results

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

GAAP

Earnings

2006

2007

2008

2009

2010

2011

1Q12

2Q12

Net Income ($MM)

839

654

556

380

736

859

206

233

EPS ($ per share)

7.37

5.95

5.01

2.89

5.69

6.35

1.50

1.71

Net

Operating

Earnings

Net Operating Income ($MM)

881

704

599

455

755

884

218

247

Net Operating EPS ($ per share)

7.73

6.40

5.39

3.54

5.84

6.55

1.59

1.82

6

2Q12 Earnings Results (continued)

Continued strong linked-quarter loan / core deposit growth

EOP loans up 13% annualized

EOP core deposits up 14% annualized

Continued benefit from HSBC branch divestitures in Upstate NY

–

C&I loans up 18% annualized

–

Average core deposits up 15% annualized

Credit trends continue improvement, NPLs down to 1.54% of loans

Net interest margin expanded by 5bp to 3.74%

Wilmington Trust cost synergies driving improved efficiency

7

Superior  

pre-credit

earnings

Strong

credit

through

crisis

Focused

on returns

Consistent

capital

generation

(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.

Key Ratios

2006

2007

2008

2009

2010

2011

1Q12

2Q12

Net Interest Margin

3.70%

3.60%

3.38%

3.49%

3.84%

3.73%

3.69%

3.74%

Efficiency Ratio -

Tangible

(1)

51.51%

52.77%

54.35%

56.50%

53.71%

60.43%

61.09%

56.86%

Pre-tax,

Pre-provision

Earnings

($MM)

(1)

1,312

1,156

1,152

1,123

1,461

1,495

357

412

Allowance to Loans (As At)

1.51%

1.58%

1.61%

1.69%

1.74%

1.51%

1.49%

1.46%

Net Charge-Offs to Loans

0.16%

0.26%

0.78%

1.01%

0.67%

0.47%

0.32%

0.34%

Net Operating Return on

Tangible Assets

(2)

1.67%

1.27%

0.97%

0.71%

1.17%

1.26%

1.18%

1.30%

Tangible Common Equity

(2)

29.55%

22.58%

19.63%

13.42%

18.95%

17.96%

16.79%

18.54%

Common Equity to Assets -

Tangible

5.84%

5.01%

4.59%

5.13%

6.19%

6.40%

6.51%

6.65%

Tier 1 Common Capital Ratio

6.42%

5.62%

6.08%

5.66%

6.51%

6.86%

7.04%

7.15%

Tier 1 Capital Ratio

7.74%

6.84%

8.83%

8.59%

9.47%

9.68%

9.85%

9.92%

Total Capital Ratio

11.78%

11.18%

12.83%

12.30%

13.08%

13.26%

13.43%

13.29%

Leverage Ratio

7.20%

6.59%

8.35%

8.43%

9.33%

9.28%

9.53%

9.49%

TBV per Share

28.57

27.98

25.94

28.27

33.26

37.79

38.89

40.52

8

Total

Commercial, finance, leasing, etc.

1,217

$  

Commercial real estate

3,222

Residential real estate

814

Consumer

1,835

Total

7,088

$  

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

Accretable Difference Rollforward

1

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

($ millions)

2011

1Q12

2Q12

Balance at beginning of period

457

$   

839

$   

770

$   

Additions

688

-

-

Interest income

(295)

(81)

(90)

Reclassified from (to) nonaccretable balance, net

11

0

140

Other

(22)

12

(31)

Balance at end of period

839

$   

770

$   

789

$   

($ millions)

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

9

51.53%

61.09%

56.86%

57.78%

65.02%

65.15%

45%

50%

55%

60%

65%

70%

'01

'02

'03

'04

'05

'06

'07

'08

'09

'10

'11

1Q12

2Q12

MTB

Peer Median

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 help to mitigate

increased environment costs

10

Sold to third-party investors in two series:

•

Series A -

$230mm –

remainder of $600mm issued by M&T in Dec 2008

•

Series C -

$151.5mm –

issued by Provident Bankshares in Nov 2008

Modified certain terms of the two series

1

:

•

Modify dividend at step-up to 6 3/8%, Fixed for Life (previously 9%)

•

Conform step-up date of the two series to November 2013

•

NC 5 years from step-up

No change to M&T’s capital ratios; continues to qualify as Tier 1 capital

Public Offering of M&T’s TARP Preferred Stock by US Treasury

(1)   Step-up modification change subject to approval at next Meeting of Shareholders

11

Opportunity in Metropolitan NYC with

Hudson City Bancorp

12

Hudson City Merger: Accretive to Earnings & Capital

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

Accretive to

Capital

Tier

1

Common

ratio

8.25%

-

8.50%

pro

forma

at

closing

Immediate

30

-

40

bps

benefit

to

Tier

1

common

ratio

Comparable

benefit

under

recent

Basel

III

proposals

(1)

Improves tangible capital generation

Financially

Attractive

IRR of 18%+

Accretive to earnings in 2013; high single-digit EPS accretion by 2014

Attractive

Returns

10% accretive to tangible book value per share

Improves return on tangible equity

Enhanced

Risk Profile

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

–

Mitigates interest rate risk; immediately enhances earnings

Combines two institutions with superior credit performance

Extends M&T’s

Community

Banking

Franchise

Hudson City’s 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

13

M&T’s Commercial Portfolio and Infrastructure in HCBK’s Markets

Hudson City Markets

($ in billions)

NYC Market

Philadelphia

NJ

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

39

30

14

17

9

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)

M&T’s Commercial Loans in Hudson City’s Footprint

Opportunity to

make these regions

self-funded

M&T’s Current Total Loans & Deposits in Selected Regions

$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

14

Summary of Key Terms

Consideration:

Consideration per Share:                   Value fixed at 0.08403 M&T shares

Consideration Mix:

60% stock, 40% cash

Total Value at Announcement

(1)

:

$7.22 per share, or $3.7 billion

0.8x tangible book value

Due Diligence:

Comprehensive review, including loans, securities, and borrowings

Synergies and Expenses:

24% operating cost savings –

driven by redundant outsourced operations

No near-term revenue synergies assumed, but anticipated

$223 million in merger-related charges; $120 million through income statement (pre-tax)

Expected Closing:

Second quarter of 2013

Required Approvals:

Approval of Hudson City and M&T shareholders

Customary Regulatory approvals

Board Representation:

Ronald

E.

Hermance,

Jr.,

Chairman

and

CEO

of

Hudson

City

to

join

M&T’s

Board

of

Directors

1.

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

15

Disposition of Investment

Securities & Expected Pre-closing

run off of Mortgage Portfolio

Restructuring Deleverages Balance Sheet and Improves Liquidity

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

of

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

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

mortgages funded with core deposits

28.3

25.9

2.0

1.7

13.3

$-

$10

$20

$30

$40

$50

6/30/2012

Post -Restructure

At Close

Investment securities

Other assets

Loans

4.7

2.2

24.6

23.6

0.9

1.8

13.4

$-

$10

$20

$30

$40

$50

6/30/2012

Post -Restructure

At Close

FHLB/Repo Borrowings

Other liabilities

Deposits

Common equity

16

Loan Credit Marks

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)

–

<0.25% of portfolio in “sunshine”

states

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

with the largest loan balance of $6 million

Portfolio Review

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

Favorable residential mortgage portfolio characteristics

mitigate credit risk exposure

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

and 161 loans > $2 million

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

17

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

Acquired

residential

mortgage

portfolio

is

expected

to

run

off

quickly

–

historical

annual

pay

down

of

20-23% 

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

Diversified and De-Risked 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%

34

0%

17,911

19%

C&I (Incl. Owner Occupied CRE)

23,470

37%

20

0%

23,490

26%

Residential Mortgage

10,012

16%

27,965

99%

37,977

42%

Home Equity

6,253

10%

243

1%

6,496

7%

Other Consumer

5,239

8%

22

0%

5,261

6%

Total

62,851

28,284

91,135

% of Portfolio Marked

11%

39%

M&T Bank  (6/30/2012)

Hudson City (6/30/2012)

Pro Forma (6/30/2012)

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

more diversified loan portfolio

18

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

19

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

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

following are staples of our approach:

For our 70 most senior people, the

Wilmington Trust merger was on

average,

the

12th

such

deal

on

which

they’ve worked

13 senior M&T executives have

worked on all 23 acquisitions

undertaken in the past 25 years

Placement of

M&T’s management

in new markets

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

20

2008-2013 Expanding the Franchise in a shareholder friendly manner

Compact geography compatible with M&T’s hands-on management

Radius = 230 miles

2008 M&T Bank –

Pre Provident 

2013 Proforma –

M&T & Hudson City

Radius = 203 miles

21

The M&T Bank Story

22

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

735 domestic branches and more than

2,000 ATMs

15,223 employees located in New York,

Maryland, Pennsylvania, Washington,

D.C., Virginia, West Virginia and Delaware

Over 2 million consumer/retail household

customers

208,000 commercial customers

As of 06/30/12

M&T Bank Corporate Profile

23

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

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

Our approach is simple:

24

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 of 14 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 of Binghamton, Buffalo, Syracuse and Rochester –

ranked 6

th

nationally

25

#1 Small Business Administration

Lender in:

Baltimore

Binghamton

Buffalo

Philadelphia

Rochester

Syracuse

Washington, DC

Wilmington

Ranked

6

th

Nationally

Ranked

3

rd

in

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

3

rd

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

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

26

M&T

has

been

profitable

in

every

quarter

of

the

last

36

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

dilutive equity offering during the financial crisis

Over

16%

annualized

total

return

to

shareholders from 1983 through 6/30/12

22

nd

highest

annual

total

return

to

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

by

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

Our “super-community bank”

model is validated through our long-term results

Barclays Global Financial Services Conference

September 10, 2012

Appendix

29

For FY2012, expect NIM lower than FY2011’s 3.73%

•

Expect growth in net interest income throughout 2012

Loan growth remains steady; usual seasonal slowdown in floor plan

activity in 3Q12

Mortgage banking activity remains strong

Expect continued improvement in the non-accrual and criticized loan

ratios

•

Net charge-offs remain stable

Expect

expenses

will

be

well

controlled

through

the

remainder

of

the

year.

•

No further Wilmington merger-related expenses.

Outlook Consistent with Remarks on July earnings call

30

51.5%

60.4%

46.0%

48.0%

50.0%

52.0%

54.0%

56.0%

58.0%

60.0%

62.0%

MTB Efficiency

Ratio - 2006

Elevated Credit

Cycle Expenses

Higher FDIC

Expenses

Lower Revenue

from Reg E &

Durbin

Wilmington Trust

Impact

MTB Efficiency

Ratio - 2011

Efficiency

Ratio

reflects

non-interest

expense

(excluding

amortization

expense

associated

with

intangible

assets,

merger-related

expenses

and

other

non-recurring expenses) as a percentage of fully taxable equivalent net interest income and non-interest revenues (excluding gains from securities

transactions and merger-related gains).

Estimated

Drivers

of

M&T’s

Increased

Efficiency

Ratio:

2006

-

2011

1.5 –

2.0%

2.5 –

3.0%

1.0 –

1.5%

2.5 –

3.0%

Drivers of Increase in Efficiency Ratio 2006 -

2011

31

Reconciliation of GAAP and Non-GAAP Measures

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

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

$0.0

$0.0

$0.0

$0.0

$0.0

$0.0

$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

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

32

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)

(3,525)

(3,525)

(3,525)

Core deposit and other

intangible assets

(191)

(221)

(214)

(191)

(153)

(168)

(168)

(151)

Deferred taxes

38

24

30

33

29

43

48

44

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)

(3,525)

(3,525)

(3,525)

Core deposit and other

intangible assets

(191)

(221)

(214)

(191)

(153)

(168)

(168)

(151)

Deferred taxes

38

24

30

33

29

43

48

44

Average tangible common equity

2,980

$  

3,117

$  

3,046

$  

3,065

$  

3,718

$  

4,557

$  

4,865

$  

5,036

$  

33

Important Additional Information

In connection with the 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 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.