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 filing contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving M&T Bank Corporation’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 February 22, 2013 a Registration Statement on Form S-4 that includes a Joint Proxy Statement of M&T and Hudson City and a 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. The S-4 has been declared effective was first mailed to shareholders of M&T and Hudson City on or about February 27, 2013. 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.

Citigroup 2013 US Financial Services

Conference

March 6, 2013

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.

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.

3

Who is M&T Bank Today?

Founded in 1856

$83 billion total assets, 14,943 employees

727

domestic

branches

and

more

than

2,000

ATMs

located

primarily

in

New

York,

Maryland, Pennsylvania, Washington, D.C., Virginia, West Virginia and Delaware

Over 2 million consumer/retail household customers and 206,000 commercial customers

Substantial

focus

on

small

business

lending

-

#1

SBA

lender

in

M&T’s

major

markets

23 acquisitions over the past 25 years, including 5 government assisted

Notes: All information as of 12/31/12

Acquisition count excludes pending Hudson City merger

4

M&T’s Time-tested Business Model

Prudent

lending

-

knowledge

of

local

markets

Straightforward

products

-

understood

by

our

customers

An efficient operator in a commoditized industry

Our

people

–

management

and

employees

–

are

foundational

to

our

success

High level of insider ownership with focus on:

•

Return over volumes

•

Disciplined capital allocation

Cautious approach to investment –

we grow when and where it makes sense

5

Demonstrated track record of low volatility

%

Rank

%

Rank

M&T

0.25%

1

5.9%

1

Peer 1

0.62%

5

11.9%

2

Peer 2

0.60%

4

13.4%

3

Peer 3

0.51%

3

14.5%

4

Peer 4

1.04%

10

31.7%

5

Peer 5

0.50%

2

92.1%

6

Peer 6

0.93%

9

116.6%

7

Peer 7

0.76%

6

142.1%

8

Peer 8

0.82%

7

150.8%

9

Peer 9

0.87%

8

245.9%

10

Peer 10

1.14%

12

484.9%

11

Peer 11

1.06%

11

1985.5%

12

Peer Median

0.8%

116.6%

20 Year Volatility Metrics

FDIC Core Earnings

Ratio (ROA)

2

(Q3'92-Q3'12)

NCO/Avg Loans (%)

1

(Q3'92-Q3'12)

(1)

NCO/Avg Loans calculated as standard deviation of net charge-offs.

(2)

Volatility calculated as the standard deviation of QoQ change in the FDIC’s Core Earnings Ratio: 4qtr core earnings / average 5qtr

end of period assets (Core earnings = net income excluding securities gain / loss and extraordinary items). Core Earnings ratio is a

non-GAAP financial measure; as such, a reconciliation of GAAP to non-GAAP financial measures is available in the Appendix.

Source: Regulatory FR-Y9C reported data per SNL Financial.

6

Total

Returns

to

Shareholders

1

1    Total Return To Shareholder from 12/31/1999 to 12/31/2012, as sourced from Barclays Capital and SNL Financial

6

#

Company

TRS

#

Company

TRS

#

Company

TRS

#

Company

TRS

#

Company

TRS

#

Company

TRS

#

Company

TRS

#

Company

TRS

#

Company

TRS

#

Company

TRS

#

Company

TRS

#

Company

TRS

#

Company

TRS

1

TCF Financial

85%

1

UnionBanCal

63%

1

Wachovia

20%

1

Fleet Boston

88%

1

SouthTrust

36%

1

State Street

15%

1

Compass

27%

1

Northern Trust

28%

1

Commerce

85%

1

Comerica

50%

1

Huntington

89%

1

US Bancorp (Firstar)

2%

1

BAC

110%

2

Commerce

82%

2

Bank of America

43%

2

Popular

19%

2

JP Morgan (Chase)

60%

2

Popular

32%

2

Zions

13%

2

Bank of NY

27%

2

Bank of NY

27%

2

UnionBanCal

55%

2

First Horizon

36%

2

Zions

89%

2

Old National

1%

2

Synovus

77%

3

State Street

71%

3

North Fork

34%

3

Regions

15%

3

Zions

59%

3

Charter One

32%

3

Mellon

13%

3

US Bancorp (Firstar)

26%

3

State Street

22%

3

Old National

28%

3

JP Morgan (Chase)

34%

3

Key

60%

3

BB&T

-2%

3

Regions

67%

4

PNC

70%

4

Union Planters

33%

4

Bank of America

15%

4

Synovus

53%

4

TCF Financial

29%

4

PNC

12%

4

Mellon

26%

4

Commerce

10%

4

Valley

17%

4

MTB

23%

4

Fifth Third

51%

4

PNC

-3%

4

SunTrust

61%

5

MTB

66%

5

AmSouth

30%

5

Charter One

14%

5

UnionBanCal

50%

5

National Commerce

28%

5

UnionBanCal

9%

5

JP Morgan (Chase)

26%

5

Compass

9%

5

FirstMerit

9%

5

Fifth Third

19%

5

SunTrust

46%

5

Valley

-4%

5

Citicorp

51%

6

Charter One

64%

6

First Horizon

29%

6

Compass

14%

6

Banknorth

48%

6

Compass

27%

6

Northern Trust

9%

6

Mercantile

24%

6

Mellon

5%

6

Wells Fargo

2%

6

State Street

11%

6

Comerica

44%

6

MTB

-9%

6

Popular

50%

7

Northern Trust

55%

7

M&I

27%

7

First Virginia

13%

7

US Bancorp (Firstar)

45%

7

Commerce

24%

7

Commerce

8%

7

PNC

24%

7

Banknorth

1%

7

BB&T

-4%

7

PNC

10%

7

Citicorp

43%

7

Wells Fargo

-10%

7

JP Morgan (Chase)

36%

8

Mellon

48%

8

SouthTrust

24%

8

Huntington

13%

8

M&I

43%

8

Regions

23%

8

Mercantile

8%

8

State Street

23%

8

Mercantile

-2%

8

US Bancorp (Firstar)

-17%

8

Bank of America

7%

8

Popular

39%

8

Fifth Third

-11%

8

MTB

33%

9

North Fork

47%

9

First Union

23%

9

Commerce

11%

9

Bank of NY

42%

9

Old National

23%

9

JP Morgan (Chase)

6%

9

Bank of America

21%

9

JP Morgan (Chase)

-7%

9

Associated

-18%

9

FirstMerit

4%

9

Associated

38%

9

State Street

-11%

9

Bank of NY

32%

10

Wells Fargo

41%

10

Compass

23%

10

MTB

10%

10

Citicorp

42%

10

Bank of America

22%

10

AmSouth

5%

10

Key

20%

10

US Bancorp (Firstar)

-8%

10

Synovus

-19%

10

Northern Trust

3%

10

MTB

35%

10

Key

-12%

10

Zions

32%

11

BB&T

40%

11

Associated

20%

11

Wells Fargo

10%

11

PNC

36%

11

Associated

20%

11

Citicorp

5%

11

SunTrust

20%

11

PNC

-8%

11

TCF Financial

-19%

11

TCF Financial

3%

11

Regions

33%

11

Huntington

-19%

11

Northern Trust

30%

12

Bank of NY

40%

12

Commerce

17%

12

Associated

10%

12

Popular

36%

12

Key

20%

12

Wells Fargo

4%

12

Valley

20%

12

Wells Fargo

-12%

12

PNC

-22%

12

Bank of NY

1%

12

Synovus

31%

12

JP Morgan (Chase)

-20%

12

Wells Fargo

27%

13

Synovus

39%

13

Wachovia

16%

13

North Fork

8%

13

SouthTrust

36%

13

M&I

18%

13

Wachovia

4%

13

Citicorp

20%

13

FirstMerit

-12%

13

JP Morgan (Chase)

-25%

13

BB&T

-2%

13

M&I

28%

13

FirstMerit

-20%

13

First Horizon

24%

14

Banknorth

37%

14

Banknorth

16%

14

Key

8%

14

State Street

35%

14

Wachovia

17%

14

BB&T

3%

14

Northern Trust

19%

14

Old National

-17%

14

MTB

-27%

14

Wells Fargo

-6%

14

US Bancorp (Firstar)

21%

14

Associated

-26%

14

Fifth Third

23%

15

Mercantile

35%

15

Regions

14%

15

UnionBanCal

6%

15

Comerica

35%

15

Banknorth

15%

15

MTB

3%

15

Synovus

17%

15

UnionBanCal

-17%

15

Northern Trust

-31%

15

US Bancorp (Firstar)

-9%

15

PNC

16%

15

Northern Trust

-27%

15

US Bancorp (Firstar)

21%

16

Old Kent

34%

16

Popular

13%

16

AmSouth

6%

16

Northern Trust

34%

16

National City

15%

16

Bank of America

2%

16

Wells Fargo

17%

16

Bank of America

-19%

16

First Horizon

-37%

16

Valley

-22%

16

Wells Fargo

16%

16

TCF Financial

-29%

16

TCF Financial

20%

17

Key

34%

17

Huntington

11%

17

BB&T

6%

17

AmSouth

33%

17

UnionBanCal

15%

17

Compass

2%

17

AmSouth

17%

17

Associated

-19%

17

Bank of NY

-40%

17

Old National

-29%

17

Valley

12%

17

First Horizon

-32%

17

Comerica

20%

18

JP Morgan (old)

34%

18

Summit Bancorp

11%

18

US Bancorp (Firstar)

5%

18

Wachovia

32%

18

Mercantile

15%

18

SunTrust

2%

18

Regions

15%

18

Synovus

-20%

18

Huntington

-44%

18

SunTrust

-30%

18

TCF Financial

10%

18

Zions

-33%

18

Associated

20%

19

Comerica

32%

19

First Virginia

9%

19

Old National

4%

19

FirstMerit

31%

19

Bank One

14%

19

Associated

1%

19

Banknorth

15%

19

Valley

-22%

19

M&I

-45%

19

Regions

-31%

19

Bank of NY

9%

19

Bank of NY

-33%

19

Huntington

19%

20

Summit Bancorp

31%

20

Bank One

9%

20

SouthTrust

3%

20

Associated

31%

20

Huntington

14%

20

Key

1%

20

M&I

14%

20

Comerica

-22%

20

Zions

-45%

20

Key

-34%

20

Northern Trust

8%

20

Regions

-38%

20

State Street

19%

21

Valley

30%

21

MTB

9%

21

Valley

3%

21

Compass

30%

21

Zions

13%

21

Regions

0%

21

MTB

14%

21

SunTrust

-23%

21

Popular

-49%

21

Associated

-46%

21

State Street

7%

21

Comerica

-38%

21

BB&T

19%

22

National City

28%

22

Valley

8%

22

Banknorth

3%

22

Wells Fargo

29%

22

Comerica

13%

22

US Bancorp (Firstar)

0%

22

First Horizon

14%

22

BB&T

-27%

22

SunTrust

-50%

22

Zions

-47%

22

BB&T

6%

22

SunTrust

-40%

22

Key

12%

23

US Bancorp (old)

27%

23

National City

6%

23

First Horizon

2%

23

National City

29%

23

BB&T

13%

23

M&I

0%

23

National City

14%

23

Wachovia

-30%

23

State Street

-51%

23

Citicorp

-51%

23

JP Morgan (Chase)

2%

23

Citicorp

-44%

23

Old National

5%

24

Fifth Third

24%

24

FirstMerit

5%

24

Union Planters

-2%

24

SunTrust

29%

24

MTB

12%

24

Huntington

-1%

24

Fifth Third

13%

24

MTB

-32%

24

Comerica

-51%

24

Huntington

-52%

24

FirstMerit

2%

24

Synovus

-45%

24

PNC

4%

25

Citicorp

24%

25

National Commerce

5%

25

National City

-3%

25

Bank One

28%

25

US Bancorp (Firstar)

10%

25

Bank of NY

-2%

25

Wachovia

12%

25

TCF Financial

-32%

25

Key

-62%

25

Popular

-56%

25

Old National

-2%

25

Popular

-56%

25

FirstMerit

-2%

26

FirstMerit

22%

26

Fifth Third

5%

26

National Commerce

-3%

26

First Horizon

27%

26

North Fork

10%

26

North Fork

-2%

26

Zions

11%

26

M&I

-32%

26

Bank of America

-63%

26

M&I

-60%

26

First Horizon

-6%

26

BAC

-58%

26

Valley

-16%

27

Bank One

19%

27

SunTrust

2%

27

Fifth Third

-3%

27

Mellon

26%

27

JP Morgan (Chase)

10%

27

Synovus

-3%

27

Associated

11%

27

Regions

-34%

27

Regions

-64%

27

Synovus

-75%

27

BAC

-11%

27

M&I

NA

27

M&I

NA

28

First Virginia

16%

28

Charter One

1%

28

Bank One

-4%

28

MTB

26%

28

AmSouth

10%

28

Comerica

-3%

28

BB&T

9%

28

Huntington

-34%

28

Fifth Third

-66%

28

Charter One

NA

28

Charter One

NA

28

Charter One

NA

28

Charter One

NA

29

Regions

14%

29

US Bancorp (old)

1%

29

TCF Financial

-7%

29

Huntington

24%

29

FirstMerit

9%

29

Valley

-5%

29

Comerica

8%

29

Fifth Third

-35%

29

Citicorp

-76%

29

Mellon

NA

29

Mellon

NA

29

Mellon

NA

29

Mellon

NA

30

US Bancorp (Firstar)

13%

30

TCF Financial

1%

30

SunTrust

-7%

30

Charter One

24%

30

Wells Fargo

9%

30

FirstMerit

-5%

30

North Fork

6%

30

Key

-36%

30

Wachovia

-85%

30

North Fork

NA

30

North Fork

NA

30

North Fork

NA

30

North Fork

NA

31

Compass

12%

31

Fleet Boston

1%

31

Mercantile

-10%

31

Commerce

24%

31

PNC

9%

31

National City

-7%

31

Huntington

4%

31

Popular

-38%

31

National City

-89%

31

Mercantile

NA

31

Mercantile

NA

31

Mercantile

NA

31

Mercantile

NA

32

Fleet Boston

12%

32

Citicorp

0%

32

M&I

-12%

32

North Fork

24%

32

Northern Trust

7%

32

First Horizon

-7%

32

Commerce

4%

32

Zions

-42%

32

Charter One

NA

32

Banknorth

NA

32

Banknorth

NA

32

Banknorth

NA

32

Banknorth

NA

33

National Commerce

12%

33

Mercantile

0%

33

FirstMerit

-17%

33

Key

22%

33

SunTrust

6%

33

Old National

-9%

33

TCF Financial

1%

33

Citicorp

-45%

33

Mellon

NA

33

Commerce

NA

33

Commerce

NA

33

Commerce

NA

33

Commerce

NA

34

SouthTrust

12%

34

Comerica

0%

34

Synovus

-21%

34

TCF Financial

21%

34

Bank of NY

4%

34

TCF Financial

-13%

34

FirstMerit

-2%

34

National City

-53%

34

North Fork

NA

34

National City

NA

34

National City

NA

34

National City

NA

34

National City

NA

35

Zions

7%

35

BB&T

0%

35

Comerica

-22%

35

Valley

20%

35

Fleet Boston

4%

35

Fifth Third

-17%

35

UnionBanCal

-8%

35

First Horizon

-54%

35

Mercantile

NA

35

Old Kent

NA

35

Old Kent

NA

35

Old Kent

NA

35

Old Kent

NA

36

First Horizon

6%

36

Synovus

-5%

36

PNC

-22%

36

Bank of America

20%

36

Valley

3%

36

Banknorth

-18%

36

Old National

-9%

36

Charter One

NA

36

Banknorth

NA

36

JP Morgan

NA

36

JP Morgan

NA

36

JP Morgan

NA

36

JP Morgan

NA

37

Associated

2%

37

US Bancorp (Firstar)

-7%

37

Zions

-24%

37

First Virginia

19%

37

Citicorp

3%

37

Popular

-25%

37

Popular

-12%

37

North Fork

NA

37

Old Kent

NA

37

US Bancorp

NA

37

US Bancorp

NA

37

US Bancorp

NA

37

US Bancorp

NA

38

Old National

-1%

38

Key

-9%

38

Citicorp

-24%

38

Mercantile

18%

38

Synovus

2%

38

Charter One

NA

38

Charter One

NA

38

Old Kent

NA

38

JP Morgan

NA

38

Summit Bancorp

NA

38

Summit Bancorp

NA

38

Summit Bancorp

NA

38

Summit Bancorp

NA

39

Popular

-3%

39

Old National

-9%

39

State Street

-25%

39

National Commerce

18%

39

First Horizon

1%

39

Old Kent

NA

39

Old Kent

NA

39

JP Morgan

NA

39

US Bancorp

NA

39

Bank One

NA

39

Bank One

NA

39

Bank One

NA

39

Bank One

NA

40

Union Planters

-3%

40

Old Kent

-12%

40

Mellon

-30%

40

Union Planters

17%

40

Mellon

-1%

40

JP Morgan

NA

40

JP Morgan

NA

40

US Bancorp

NA

40

Summit Bancorp

NA

40

First Virginia

NA

40

First Virginia

NA

40

First Virginia

NA

40

First Virginia

NA

41

Bank of America

-5%

41

Zions

-15%

41

Fleet Boston

-30%

41

Regions

16%

41

Union Planters

-3%

41

US Bancorp

NA

41

US Bancorp

NA

41

Summit Bancorp

NA

41

Bank One

NA

41

National Commerce

NA

41

National Commerce

NA

41

National Commerce

NA

41

National Commerce

NA

42

SunTrust

-6%

42

State Street

-15%

42

JP Morgan (Chase)

-31%

42

BB&T

8%

42

State Street

-4%

42

Summit Bancorp

NA

42

Summit Bancorp

NA

42

Bank One

NA

42

First Virginia

NA

42

SouthTrust

NA

42

SouthTrust

NA

42

SouthTrust

NA

42

SouthTrust

NA

43

Wachovia

-10%

43

JP Morgan (Chase)

-17%

43

Bank of NY

-40%

43

Fifth Third

3%

43

Fifth Third

-18%

43

Bank One

NA

43

Bank One

NA

43

First Virginia

NA

43

National Commerce

NA

43

Union Planters

NA

43

Union Planters

NA

43

Union Planters

NA

43

Union Planters

NA

44

JP Morgan (Chase)

-10%

44

Wells Fargo

-20%

44

Northern Trust

-41%

44

Old National

2%

44

Old Kent

NA

44

First Virginia

NA

44

First Virginia

NA

44

National Commerce

NA

44

SouthTrust

NA

44

Wachovia

NA

44

Wachovia

NA

44

Wachovia

NA

44

Wachovia

NA

45

First Union

-11%

45

PNC

-21%

45

Old Kent

NA

45

Old Kent

NA

45

JP Morgan

NA

45

National Commerce

NA

45

National Commerce

NA

45

SouthTrust

NA

45

Union Planters

NA

45

First Union

NA

45

First Union

NA

45

First Union

NA

45

First Union

NA

46

AmSouth

-17%

46

Mellon

-22%

46

JP Morgan

NA

46

JP Morgan

NA

46

US Bancorp

NA

46

SouthTrust

NA

46

SouthTrust

NA

46

Union Planters

NA

46

First Union

NA

46

First Security

NA

46

First Security

NA

46

First Security

NA

46

First Security

NA

47

M&I

-17%

47

Bank of NY

-25%

47

US Bancorp

NA

47

US Bancorp

NA

47

Summit Bancorp

NA

47

Union Planters

NA

47

Union Planters

NA

47

First Union

NA

47

First Security

NA

47

Compass

NA

47

Compass

NA

47

Compass

NA

47

Compass

NA

48

Huntington

-22%

48

Northern Trust

-25%

48

Summit Bancorp

NA

48

Summit Bancorp

NA

48

First Virginia

NA

48

First Union

NA

48

First Union

NA

48

First Security

NA

48

Compass

NA

48

AmSouth

NA

48

AmSouth

NA

48

AmSouth

NA

48

AmSouth

NA

49

UnionBanCal

-37%

49

JP Morgan

NA

49

First Union

NA

49

First Union

NA

49

First Union

NA

49

First Security

NA

49

First Security

NA

49

AmSouth

NA

49

AmSouth

NA

49

UnionBanCal

NA

49

UnionBanCal

NA

49

UnionBanCal

NA

49

UnionBanCal

NA

50

First Security

-40%

50

First Security

NA

50

First Security

NA

50

First Security

NA

50

First Security

NA

50

Fleet Boston

NA

50

Fleet Boston

NA

50

Fleet Boston

NA

50

Fleet Boston

NA

50

Fleet Boston

NA

50

Fleet Boston

NA

50

Fleet Boston

NA

50

Fleet Boston

NA

2010

2005

2000

2001

2002

2003

2004

2006

2007

2008

2009

2011

2012

7

Financial Review

8

Strong 2012 Earnings Results

GAAP Earnings

2006

2007

2008

2009

2010

2011

2012

Net Income ($MM)

839

654

556

380

736

859

1,029

EPS ($ per share)

7.37

5.95

5.01

2.89

5.69

6.35

7.54

Net Operating Earnings

Net Operating Income ($MM)

881

704

599

455

755

884

1,073

Net Operating EPS ($ per share)

7.73

6.40

5.39

3.54

5.84

6.55

7.88

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.

9

2006

2007

2008

2009

2010

2011

GAAP Earnings per share

7.37

$ 

$ 5.95

$ 5.01

$ 2.89

$ 5.69

$ 6.35

Net Interest Margin

3.70%

3.60%

3.38%

3.49%

3.84%

3.73%

Efficiency Ratio - Tangible

(1)

51.51%

52.77%

54.35%

56.50%

53.71%

60.43%

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

(1)

1,312

1,156

1,152

1,123

1,461

1,495

Allowance to Loans (As At)

1.51%

1.58%

1.61%

1.69%

1.74%

1.51%

Net Charge-Offs to Loans

0.16%

0.26%

0.78%

1.01%

0.67%

0.47%

Net Operating Return on

  Tangible Assets

(2)

1.67%

1.27%

0.97%

0.71%

1.17%

1.26%

  Tangible Common Equity

(2)

29.55%

22.58%

19.63%

13.42%

18.95%

17.96%

Common Equity to Assets - Tangible

5.84%

5.01%

4.59%

5.13%

6.19%

6.40%

7.20%

Tier 1 Common Capital Ratio

6.42%

5.62%

6.08%

5.66%

6.52%

6.86%

7.57%

TBV per Share

28.57

27.98

25.94

28.27

33.26

37.79

1.40%

19.42%

44.61

$    7.54

2012

3.73%

56.19%

1,757

1.39%

0.30%

Key Ratios

(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.

(2)

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

Superior  

pre-credit

earnings

Strong

credit

through

crisis

Focused

on returns

Consistent

capital

generation

10

Continued to lend, take deposits and acquire customers organically

•

Capitalized on the opportunity in Upstate NY markets

Opportunity for acquisitions in a troubled economy

•

Provident

Bankshares

–

largest

independent

bank

based

in

MD

•

Wilmington

Trust

–

M&T

one

of

the

largest

trust

companies

among

U.S.

BHCs

•

Hudson

City

–

Enhances

metropolitan

NY/NJ

presence

Our stability allowed a smooth exit from TARP

Strength and Stability Through the Great Recession

“While our earnings in 2012 look more like 2006, we emerged from the crisis a much

stronger, deeper and reinvigorated franchise than we were in 2006.”

–

Robert G. Wilmers, Chairman of the Board and Chief Executive Officer

11

M&T’s

Geographic

Footprint

-

2006

203 miles

•

A circle drawn around the

edges of M&T’s footprint has

a radius of just 203 miles

•

M&T’s footprint is the most

compact among super-

regional banks

Existing M&T Branches

M&T market

12

Acquisition

MTB Total

Return

BKX Total

Return

Outperformance

Wilmington Trust

43.3%

24.7%

18.6%

Provident

114.9%

34.0%

80.9%

Allfirst

71.3%

1.5%

69.8%

Keystone

253.7%

-2.6%

256.3%

Total Returns to Date Since Acquisition Announcement*

M&T’s Acquisitions vs. Bank Deals > than $1B since 2000:

Deal Value / Tangible Common Equity

The M&T strategy: Value accrues to seller over time

(1)

Deal Value at Announcement and Tangible Common Equity at Most Recent Quarter before Announcement

(2)

Although Provident and Wilmington were both less than $1.0 billion in Deal Value, they have been included for reference

(3)

Source:

SNL

Financial,

SNL

Total

Return

for

MTB,

Google

Finance

-

BKX

Total

Return

* Return calculated from first closing price post-announcement [Wilmington: 11/1/2010, Provident: 12/19/2008, Allfirst: 9/26/2002, Keystone: 5/17/2000] through  3/5 /12

12

13

Deploying Capital Where and When it Makes Sense

Cumulative Capital Retained, Dividends and Share Repurchases

5 Years

2003 -

2007

5 Years

2008 -

2012

30 Years

1983 -

2012

Dividends

49%

Capital

Retained

51%

Share

Repurchases

52%

Dividends

28%

Capital

Retained

20%

Share

Repurchases

31%

Dividends

32%

Capital

Retained

37%

14

M&T’s

Proforma

Geographic

Footprint

-

2013

230 miles

Wilmington  Trust market

Provident Bankshares market

Hudson City Branches

Hudson City market

Existing M&T Branches

M&T market

•

Over the past six years, M&T

has doubled in size, while the

radius of its footprint grew by

just 27 miles, increasing

density while remaining

manageable

14

15

Our People are Foundational to our Success

Long-tenure sustains M&T’s culture

14 Management Group members -

23.4 years

78 Senior Vice Presidents –

20.4 years

678 Branch managers -

13.8 years

All employees -

11.1 years; over twice the industry average of 4.8 years

Consistent process to acquire, groom and retain talent over time

Result

has

been

managerial

capacity

for

acquired

and

organic

growth

16

M&T

Deposit

M&T

Deposit

Deposit

Market

Market

Market

Market

Growth

U.S. Cities

Position

Share

Position

Share

'06 to '12

Buffalo

2

32.0%

1

42.8%

45.1%

Syracuse

1

19.5%

1

23.3%

48.2%

Rochester

2

18.9%

1

24.0%

47.3%

Binghamton

2

26.9%

1

50.2%

105.8%

Harrisburg

1

15.1%

2

13.4%

16.0%

York

1

24.0%

1

24.4%

13.7%

Baltimore

3

10.8%

2

23.3%

198.8%

U.S. States

Delaware*

NM

0.01%

1

27.3%

NM

Maryland

3

7.9%

2

14.9%

144.7%

Source: FDIC summary of deposits

2006

2012

Broader, Denser Franchise

M&T grew deposit share within its core markets

In

2006,

M&T

ranked

as

the

16th

largest

national

SBA

lender,

today

we

are

6

th

(measured by total loans made)

* Delaware excludes cyber branches, out of market deposits, and credit card banks (Capital One, TD, and HSBC) from market

ranking/deposit share.  “NM”

= not meaningful

17

0.30

0.39

0.43

0.68

0.72

0.83

0.83

0.93

1.10

1.15

1.33

1.35

Peer Median 0.83

0.0

0.2

0.4

0.6

0.8

1.0

1.2

1.4

1.6

MTB

Peer 1

Peer 2

Peer 3

Peer 4

Peer 5

Peer 6

Peer 7

Peer 8

Peer 9

Peer 10

Peer 11

Net Interest Margin

4.23

3.73

3.73

4.01

3.66

3.56

3.0

3.5

4.0

4.5

'01

'02

'03

'04

'05

'06

'07

'08

'09

'10

'11

'12

MTB

Peer Median

Net Chargeoffs / Avg. Loans –

2012

51.53%

60.43%

56.19%

56.50%

63.02%

63.63%

45%

50%

55%

60%

65%

70%

'01

'02

'03

'04

'05

'06

'07

'08

'09

'10

'11

'12

MTB

Peer Median

Efficiency Ratio

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

M&T’s Traditional Strengths: Relationship lending with a focus on

returns, credit discipline, and operational efficiency

26.0%

29.6%

13.4%

19.4%

23.2%

25.0%

-7.2%

13.8%

-10%

-5%

0%

5%

10%

15%

20%

25%

30%

35%

'00

'01

'02

'03

'04

'05

'06

'07

'08

'09

'10

'11

'12

MTB

Peer Median

ROTCE

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.

18

•

M&T

has

been

profitable

in

every

quarter

of

the

last

36

years

–

146

consecutive

quarters

•

22

highest annual total return

to shareholders among the universe of 687 US-based

stocks that have traded continuously since 1980

•

Highest stock price appreciation

among 100 largest banks in 1983, of which only 23

remain today

•

A History of Above-Average Shareholder Returns

Since 1983, when Chairman Robert Wilmers came to M&T, net operating earnings per

share have grown at a compounded annual rate of 17%

nd

M&T’s

stock

has

outperformed

the

S&P

Bank

Index

by

21%,

63%

and

68%

over

the

3-, 5-, and 10-year periods ended 12/31/12

19

Earnings

&

Dividend

Growth:

1983

–

2012

Note:

Data

prior

to

1998

does

not

include

provisions

of

SFAS

No.

123

and

No.

148

stock

option

expensing.

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

between these measures and GAAP

Dividends

GAAP EPS

Impact of Amortization and Merger-related expenses

$0.00

$1.00

$2.00

$3.00

$4.00

$5.00

$6.00

$7.00

$8.00

2.80

5.84

6.55

7.88

20

Updates

21

Update on Hudson City merger

Regulatory approvals pending

CapPR feedback due

mid-March

Hudson City Shareholder Approvals

Proxy mailing to MTB/HCBK shareholders  

February 27

M&T Bank Special Meeting of Shareholders  

April 16

Hudson City Special Meeting of Shareholders  

April 18

Projected merger closing

2nd quarter 2013

22

Projected merger benefits to M&T little changed from August announcement

Update on Hudson City merger (continued)

Accretive to earnings and capital in 2013 –

high single digit in 2014

Targeting 24% cost savings before FDIC reset

Expect $120mm of pre-tax merger-related expenses in 2013/2014

Fair value marks generally in line with announcement

Accounting for loans acquired at a premium differs from recent M&T acquisitions

23

Outlook

FY 2013 outlook in line with comments on January Conference Call

About 3 bps per quarter of core NIM pressure over 2013, before Hudson City

Mid single-digit growth in earning assets

Well controlled operating expenses (ex HCBK)

Stable to slightly lower net charge-offs

24

Appendix

25

Reconciliation of GAAP to Non-GAAP measures

Net Income ('$'s in millions)

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

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

$1,029.5

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

37.0

Merger-related items*

16.4

4.8

-

39.2

-

-

3.0

9.1

2.2

36.5

(16.3)

(12.8)

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

$1,072.5

Pre-Tax, Pre-Provision

Income ('$'s in millions)

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

$953.4

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

$76.1

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

$523.0

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

$1,552.5

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

204.0

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

$1,756.5

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

$7.54

Intangible amortization*

0.67

1.00

0.34

0.41

0.38

0.30

0.33

0.37

0.36

0.34

0.29

0.30

0.29

Merger-related items*

0.20

0.05

-

0.34

-

-

0.03

0.08

0.02

0.31

(0.14)

(0.10)

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

$7.88

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

$2,509.3

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

60.6

less: merger-related expenses

26.0

8.0

-

60.4

-

-

5.0

14.9

3.5

89.2

0.8

83.7

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

$2,438.8

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

$4,292.2

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

0.0

less: net OTTI losses recognized

-

-

-

-

-

(29.4)

-

(127.3)

(182.2)

(138.3)

(86.3)

(77.0)

(47.8)

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

$4,340.0

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%

56.2%

*Net of tax

26

Reconciliation of GAAP to Non-GAAP measures

Average Assets

2006

2007

2008

2009

2010

2011

2012

$'s in millions

Average assets

55,839

$ 

58,545

$ 

65,132

$ 

67,472

$ 

68,380

$ 

73,977

$ 

79,983

$ 

Goodwill

(2,908)

(2,933)

(3,193)

(3,393)

(3,525)

(3,525)

(3,525)

Core deposit and other

  intangible assets

(191)

(221)

(214)

(191)

(153)

(168)

(144)

Deferred taxes

38

24

30

33

29

43

42

Average tangible assets

52,778

$ 

55,415

$ 

61,755

$ 

63,921

$ 

64,731

$ 

70,327

$ 

76,356

$ 

Average Common Equity

$'s in millions

Average common equity

6,041

$   

6,247

$   

6,423

$   

6,616

$   

7,367

$   

8,207

$   

8,834

$   

Goodwill

(2,908)

(2,933)

(3,193)

(3,393)

(3,525)

(3,525)

(3,525)

Core deposit and other

  intangible assets

(191)

(221)

(214)

(191)

(153)

(168)

(144)

Deferred taxes

38

24

30

33

29

43

42

Average tangible common equity

2,980

$   

3,117

$   

3,046

$   

3,065

$   

3,718

$   

4,557

$   

5,207

$   

27

$'s in millions

1991Q3

1991Q4

1992Q1

1992Q2

1992Q3

1992Q4

1993Q1

1993Q2

1993Q3

1993Q4

1994Q1

1994Q2

1994Q3

1994Q4

1995Q1

1995Q2

1995Q3

1995Q4

1996Q1

1996Q2

1996Q3

Net income

$17.4

$18.2

$26.9

$28.4

$21.0

$21.6

$24.3

$25.2

$25.8

$26.6

$27.6

$28.7

$29.1

$31.9

$27.2

$31.5

$35.6

$36.8

$36.1

$38.7

$35.9

less: Extraordinary items, net of tax (per FR-Y9C, Sch. HI)

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

less: Realized gains (losses) on securities, net of tax (35%)

0.2

0.1

9.3

8.9

0.5

-0.5

0.5

0.0

0.0

0.0

0.0

0.0

0.1

0.0

0.0

0.0

3.2

-0.3

0.2

0.1

0.0

FDIC Core Earnings metric

$17.2

$18.1

$17.6

$19.5

$20.5

$22.1

$23.8

$25.2

$25.8

$26.6

$27.6

$28.7

$29.0

$31.9

$27.2

$31.5

$32.4

$37.1

$35.9

$38.6

$35.9

Total Assets, end of period

8,805

9,171

9,019

8,752

10,266

9,588

10,423

10,457

10,930

10,365

10,415

10,336

10,301

10,529

11,277

11,630

11,754

11,956

12,671

12,542

12,821

Numerator for Core Earnings Ratio: 4-Qtr Core Earnings

75.7

79.7

85.9

91.6

96.8

101.4

105.2

108.7

112.0

117.2

116.8

119.6

123.0

128.1

136.8

144.0

147.4

Denominator for Core Earnings Ratio: 5-Qtr Avg. Assets

9,203

9,359

9,609

9,897

10,333

10,353

10,518

10,501

10,469

10,389

10,571

10,814

11,098

11,429

11,857

12,111

12,349

FDIC Core Earnings Ratio

0.82%

0.85%

0.89%

0.93%

0.94%

0.98%

1.00%

1.04%

1.07%

1.13%

1.10%

1.11%

1.11%

1.12%

1.15%

1.19%

1.19%

1996Q4

1997Q1

1997Q2

1997Q3

1997Q4

1998Q1

1998Q2

1998Q3

1998Q4

1999Q1

1999Q2

1999Q3

1999Q4

2000Q1

2000Q2

2000Q3

2000Q4

2001Q1

2001Q2

2001Q3

2001Q4

Net income

$40.4

$41.3

$42.8

$45.9

$46.3

$49.0

$44.7

$56.5

$57.9

$66.9

$65.0

$67.6

$66.1

$68.2

$71.5

$74.4

$72.0

$83.7

$94.8

$97.9

$101.7

less: Extraordinary items, net of tax (per FR-Y9C, Sch. HI)

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

less: Realized gains (losses) on securities, net of tax (35%)

-0.3

0.0

-0.1

0.0

0.0

0.0

0.2

0.2

0.7

0.1

0.0

0.9

0.0

0.0

0.0

0.0

-2.0

0.1

1.0

0.2

0.0

FDIC Core Earnings metric

$40.7

$41.3

$42.9

$45.9

$46.3

$49.0

$44.5

$56.2

$57.2

$66.8

$65.0

$66.7

$66.1

$68.2

$71.5

$74.4

$74.0

$83.6

$93.8

$97.7

$101.7

Total Assets, end of period

12,944

13,122

13,441

13,675

14,003

14,570

20,138

19,478

20,584

20,285

21,205

21,759

22,409

22,762

21,746

22,009

28,949

30,925

31,202

31,139

31,450

Numerator for Core Earnings Ratio: 4-Qtr Core Earnings

151.1

156.5

160.8

170.8

176.4

184.1

185.7

196.0

206.9

224.7

245.2

255.7

264.6

266.1

272.6

280.3

288.2

303.5

325.8

349.1

376.9

Denominator for Core Earnings Ratio: 5-Qtr Avg. Assets

12,587

12,820

12,974

13,201

13,437

13,762

15,165

16,373

17,755

19,011

20,338

20,662

21,249

21,684

21,976

22,137

23,575

25,278

26,966

28,845

30,733

FDIC Core Earnings Ratio

1.20%

1.22%

1.24%

1.29%

1.31%

1.34%

1.22%

1.20%

1.17%

1.18%

1.21%

1.24%

1.25%

1.23%

1.24%

1.27%

1.22%

1.20%

1.21%

1.21%

1.23%

2002Q1

2002Q2

2002Q3

2002Q4

2003Q1

2003Q2

2003Q3

2003Q4

2004Q1

2004Q2

2004Q3

2004Q4

2005Q1

2005Q2

2005Q3

2005Q4

2006Q1

2006Q2

2006Q3

2006Q4

2007Q1

Net income

$120.6

$121.5

$117.2

$125.8

$116.6

$134.1

$156.4

$166.9

$159.5

$184.4

$186.4

$192.2

$189.2

$196.8

$191.1

$205.0

$202.9

$212.6

$210.3

$213.3

$176.0

less: Extraordinary items, net of tax (per FR-Y9C, Sch. HI)

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

less: Realized gains (losses) on securities, net of tax (35%)

0.1

-0.1

-0.4

0.0

0.2

0.2

0.0

1.3

1.6

0.0

0.0

0.2

0.1

0.0

-18.2

-0.2

0.0

0.2

0.7

0.7

0.7

FDIC Core Earnings metric

$120.5

$121.6

$117.6

$125.8

$116.4

$133.9

$156.4

$165.6

$157.9

$184.4

$186.4

$192.0

$189.1

$196.8

$209.3

$205.2

$202.9

$212.4

$209.6

$212.6

$175.3

Total Assets, end of period

31,296

31,686

34,148

33,175

33,444

50,399

50,259

49,826

50,832

52,094

52,887

52,939

53,887

54,482

54,841

55,146

55,420

56,507

56,373

57,065

57,842

Numerator for Core Earnings Ratio: 4-Qtr Core Earnings

413.7

441.5

461.4

485.5

481.5

493.8

532.5

572.4

613.8

664.2

694.3

720.7

751.9

764.3

787.1

800.4

814.2

829.8

830.1

837.5

809.9

Denominator for Core Earnings Ratio: 5-Qtr Avg. Assets

31,202

31,355

31,944

32,351

32,750

36,570

40,285

43,420

46,952

50,682

51,180

51,716

52,528

53,258

53,807

54,259

54,755

55,279

55,658

56,102

56,642

FDIC Core Earnings Ratio

1.33%

1.41%

1.44%

1.50%

1.47%

1.35%

1.32%

1.32%

1.31%

1.31%

1.36%

1.39%

1.43%

1.44%

1.46%

1.48%

1.49%

1.50%

1.49%

1.49%

1.43%

2007Q2

2007Q3

2007Q4

2008Q1

2008Q2

2008Q3

2008Q4

2009Q1

2009Q2

2009Q3

2009Q4

2010Q1

2010Q2

2010Q3

2010Q4

2011Q1

2011Q2

2011Q3

2011Q4

2012Q1

2012Q2

2012Q3

Net income

$214.2

$199.2

$65.0

$202.2

$160.3

$91.2

$102.2

$64.2

$51.2

$127.7

$136.8

$151.0

$188.8

$192.0

$204.4

$206.3

$322.3

$183.1

$147.8

$206.5

$233.4

$293.5

less: Extraordinary items, net of tax (per FR-Y9C, Sch. HI)

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

less: Realized gains (losses) on securities, net of tax (35%)

0.2

-0.1

-82.7

21.7

-3.5

-99.0

-15.3

-20.6

-15.9

-30.6

-22.1

-17.1

-14.5

-5.3

-17.4

15.2

54.7

-6.2

-16.1

-7.4

-10.8

-3.4

FDIC Core Earnings metric

$214.0

$199.3

$147.7

$180.5

$163.8

$190.2

$117.5

$84.8

$67.1

$158.3

$158.9

$168.1

$203.3

$197.3

$221.8

$191.1

$267.6

$189.3

$163.9

$213.9

$244.2

$296.9

Total Assets, end of period

57,869

60,008

64,876

66,086

65,893

65,247

65,816

64,883

69,913

68,997

68,880

68,439

68,154

68,247

68,021

67,881

77,727

77,864

77,924

79,187

80,808

81,085

Numerator for Core Earnings Ratio: 4-Qtr Core Earnings

811.4

801.1

736.3

741.5

691.3

682.1

651.9

556.2

459.6

427.7

469.0

552.3

688.6

727.6

790.5

813.5

877.8

869.8

811.9

834.7

811.3

918.9

Denominator for Core Earnings Ratio: 5-Qtr Avg. Assets

57,131

57,832

59,532

61,336

62,946

64,422

65,584

65,585

66,351

66,971

67,698

68,223

68,877

68,544

68,348

68,148

70,006

71,948

73,884

76,117

78,702

79,374

FDIC Core Earnings Ratio

1.42%

1.39%

1.24%

1.21%

1.10%

1.06%

0.99%

0.85%

0.69%

0.64%

0.69%

0.81%

1.00%

1.06%

1.16%

1.19%

1.25%

1.21%

1.10%

1.10%

1.03%

1.16%

Reconciliation of GAAP to Non-GAAP measures

28

Of the largest 100

banks operating in

1983, only 23 remain

today

Among the

remaining, M&T

ranks 1

st

in stock

price growth

M&T Bank Corporation…

a solid investment

(1) 1983 Stock

Prices Source: Compustat and/or Bigcharts.com

Stock

Closing Price at

Return

12/31/2012

3/31/1983

CAGR

Rank

Company Name

Ticker

($)

($)

1

(%)

1

M&T Bank Corporation

MTB

98.47

1.34

15.5

2

State Street Corporation

STT

47.01

1.06

13.6

3

U.S. Bancorp

USB

31.94

0.92

12.7

4

Northern Trust Corporation

NTRS

50.16

1.51

12.5

5

Wells Fargo & Company

WFC

34.18

1.18

12.0

23

—

—

3.4

Median

—

—

8.2

MTB Price @ Median Growth Rate

14.15

1.34

8.2

29

M&T Bank Corporation…

a solid investment

19.6% Annual rate of return since 1980*

–

22

nd

best return of the entire universe of over 700 U.S. based

stocks that have traded publicly since 1980

$2,743 invested in M&T in 1980 would be worth $1 million today

*CAGR calculated assuming reinvestment of dividends through December 31, 2012.

Rank

Company Name

Industry

Annual Return

1

Eaton Vance Corp.

Financials

25.0

2

Gap Inc.

Consumer Discretionary

23.3

3

Limited Brands Inc.

Consumer Discretionary

23.1

4

TJX Cos.

Consumer Discretionary

22.6

5

Wal-Mart Stores Inc.

Consumer Staples

21.9

6

Stryker Corp.

Health Care

21.7

7

Mylan Inc.

Health Care

21.5

8

HollyFrontier Corp.

Energy

21.3

9

Valspar Corp.

Materials

21.3

10

Precision Castparts Corp.

Industrials

21.2

11

Hasbro Inc.

Consumer Discretionary

21.2

12

Progressive Corp.

Financials

20.9

13

State Street Corp.

Financials

20.2

14

Berkshire Hathaway Inc. Cl A

Financials

20.1

15

Danaher Corp.

Industrials

19.9

16

Flowers Foods Inc.

Consumer Staples

19.8

17

AFLAC Inc.

Financials

19.7

18

Raven Industries Inc.

Industrials

19.7

19

Robert Half International Inc.

Industrials

19.7

20

Leucadia National Corp.

Financials

19.7

21

Sherwin-Williams Co.

Materials

19.7

22

M&T Bank Corp.

Financials

19.6