M&t Bank Corporation · NYSE:MTB
M&t Bank — BancAnalysts Association of Boston 2010 Annual Bank Conference
37 slides from M&t Bank's conference presentation, Nov 4, 2010
Slide 1: Creating the Leading Mid-Atlantic Relationship Bank
M&TBank O Wilmington Creating the Leading Mid-Atlantic Relationship Bank BancAnalysts Association of Boston 2010 Annual Bank Conference November 4, 2010
Slide 2: Disclaimer
Disclaimer This presentation contains forward looking statements within the meaning of the Private Securities Litigation Reform Act giving the Company’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words
Slide 3: Transaction Highlights
Transaction Highlights Strategic Rationale The M&T Bank Story Wilmington Trust M M&T Bank * O Wilmington
Slide 4: Creating the Leading Relationship Bank in the Mid-Atlantic
Creating the Leading Relationship Bank in the Mid-Atlantic S M&T Bank O Wilmington Compelling Strategic Fit Premier banking franchise in high-growth Mid- Complementary community banking models with Atlantic region focus on relationships Combines #1 market share in Delaware with the Leverage top-tier
Slide 5: Summary of Key Terms
Summary of Key Terms Purchase Price and $3.84 per Wilmington Trust share Structure:( 1 ) - - 100% stock consideration; fixed 0.051372 exchange ratio Taxable merger transaction Transaction Value: $351 million( 1 ) plus the assumption of $330 million in TARP preferred stock Internal Rate of Return: 20
Slide 6: Summary of Key Management Governance Terms
Summary of Key Management Governance Terms Board Representation: Wilmington Trust CEO and Chairman Donald Foley to join M&T’s Board Approval Requirements: Approval by shareholders of Wilmington Trust Customary regulatory approvals Deal Protection: Break-up fee — $30 million, subject to specified con
Slide 7: Pro Forma Combined Franchise
Pro Forma Combined Franchise ( ~~ 3 (Sin billions) Wilmington YVvT S ) f As of 9 30 2010 M&T Trust Combined f%- .x-x j"-*"* J NEW YORK “ Assets: $68.2 $10.4 $78.6 J OtrTF Jfc*. * • : • • . [ Loans: $50.8 $8.1 $58.9 } S A ‘ ‘ JVT.1 i t— T h~< - -r -t v*” *“1 J. Deposits: $48.7 $8.3 $57.0 SlL’-’ Penns
Slide 8: Comprehensive Loan Review
Comprehensive Loan Review Wilmington Trust engaged outside party to review its commercial loan portfolio re-evaluate the risk ratings and loss content Subsequently, a 40-person M&T team evaluated Wilmington’s Commercial portfolio Over 11 days, M&T reviewed approximately 450 borrowers with $3 billion
Slide 9: Estimated Lifetime Credit Losses
Estimated Lifetime Credit Losses M&T leveraged extensive experience in southern Delaware markets to assess credit marks Projected lifetime Wilmington Trust loan losses exceed those for Provident, particularly for construction portfolio ($ in millions) M&T Estimate WLThrough-the-Cycle Losses Providen
Slide 10: Strong Pro Forma Capital Position
Strong Pro Forma Capital Position Capital metrics comparable to current M&T ratios after de-risking acquired assets Estimated pro forma tangible common equity ratio in range of 5.96% — 6.40% in second quarter of 2011 Enhanced capital generation accelerates future growth in capital metrics M&T to ass
Slide 11: M&T's Credit Ratios are Best-in-Class
M&T’s Credit Ratios are Best-in-Class NCOs % of Avg Loans* Reserve Coverage of NCOs (in years)* 7 3 6.07 6 5.68 2.52 5 3.37 353 _ 1.50 2 1.56 0.55 1 0.69 0 0———————————— MTB Peer 1 Peer 2 Peer 3 Peer 4Peer 5 Peer 6 Peer 7 Peer 8 Peer 9 Peer Peer Peer Peer Peer MTB Peer 1 Peer 2 Peer 3 Peer 4 Peer 5
Slide 12: M&T's Operating Earnings and Dividends Per Share
M&T’s Operating Earnings and Dividends Per Share: 1983 — 2010 M&T has consistently earned net operating earnings in excess of its dividend, which was maintained through the current cycle $8.00 V *2010 First Call Estimate as of 10 31 10, adjusted to Diluted Net Operating Earnings Dividends exclude th
Slide 13: Focus on Long Term Shareholder Returns
Focus on Long Term Shareholder Returns Cumulative Capital Retained, Dividends and Share Repurchases 1983 — September 2010 Capital Dividends __ mm Retained 29%H J32% ShareHHIi Repurchases 39%
Slide 14: Total Return to Shareholders
Total Return to Shareholders Top 50 Banks by Market Cap On January 1, 2000 20002001 2002 2003 2004 2005 2006 2007 2008 2009 10 YearA Company TRS # Company TR5 A Company ~K £ Company TRS tf Company TRS # Company ~R5 it Company ~R5 £ Company TRS tf Company TR5 £ Company TRS ti Company TRSTCF Financial
Slide 15: M&T Bank and Wilmington Trust — Unique Strategic Opportunity
M&T Bank and Wilmington Trust — Unique Strategic Opportunity Combined entity leverages Wilmington Trust’s position as a premier provider of corporate trust and wealth management services Combined entity to retain highly-regarded Wilmington Trust name and leadership for all trust, investment and corp
Slide 16: M&T Achieves Scale and Relevance in Trust and Investments
M&T Achieves Scale and Relevance in Trust and Investments Components of Fee Income, YTD 9 30 10 I M&T Pro Forma Wealth Mgmt S U and Corporate Svcs 20% k Deposit Service 4 k Charges I Mortgage 13% 17% 42% Excludes securities impairment charges. Fee Income % of Total Revenue, YTD 9 30 10 60% 50% “ I I
Slide 17: Complements M&T's Leading Mid-Atlantic Retail Presence
Complements M&T’s Leading Mid-Atlantic Retail Presence Market Branches Rank Institution Deposits Share (%) (#) * • * * * * * f Pro forma M&T $6,666 23 49 .* ** • # < U Wilmington Trust 6,650 23 48 • * > S WSFS 2,799 10 36 # ** • * • * ?« * PNC 2,769 10 51 , *** *, *, • • • . A* 4WellsFargo 2,665 9 1
Slide 18: Common Values
Common Values Commitment to our Communities Wilmington Trust has a rich tradition of involvement in its Delaware communities M&T will continue Wilmington Trust’s level of involvement in its Delaware communities and maintain its existing level of charitable activities Commitment to our Employees M&T
Slide 19: Summary
Summary Complementary community-focused business models and culture Increased fee income meaningfully diversifies revenue Transformational opportunity for trust and investment businesses Enhanced scale in desirable Mid-Atlantic region Comprehensive asset diligence completed Sound franchise with “de-
Slide 20: The M&T Bank Story
Transaction Highlights Strategic Rationale The M&T Bank Story Wilmington Trust M&T Bank 2 i ™ INGTON
Slide 21: M&T: A "Super-Community Bank"
M&T: A “Super-Community Bank” Our approach is simple: We provide banking services in communities where we live and work We focus on carefully underwritten lending, based on local knowledge We take a prudent approach to acquisitions — we grow when and where it makes sense We view our long-tenured and
Slide 22: Presence in our communities
Presence in our communities We lend in the markets where we live and work to people and enterprises whom we know ‘#1 market share for lead bank relationships ( #1 Small Business Lender in:” among middle market clients in:* Baltimore Baltimore Binghamton Binghamton Buffalo Buffalo Philadelphia Harris
Slide 23: A history of above-average shareholder returns
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 34 years -137 consecutive quarters Since 1983, when Chairman Robert Wilmers came to M&T, achieved compound annual growth in
Slide 24: Wilmington Trust
Transaction Highlights Strategic Rationale The M&T Bank Story Wilmington Trust M&T Bank 26 ™ INGTON
Slide 25: Wilmington Trust: Years of Meeting Customer Needs
Wilmington Trust: 107 Years of Meeting Customer Needs Founded in 1903 by members of the du Pont family $10.4 billion in balance sheet assets $58.4 billion in assets under management 1 Headquartered in Delaware with offices in the U.S., Caribbean, and Europe Diversified mix of revenue from Regional B
Slide 26: Wilmington Trust's Three Interrelated Businesses
Wilmington Trust’s Three Interrelated Businesses Differentiated and sustainable business model • Retail banking in Delaware • Diversified trustee and • Comprehensive services: • Commercial banking in: administrative services • Asset management Delaware • Institutional investment • Fiduciary services
Slide 27: Wilmington Trust's Office Locations
Wilmington Trust’s Office Locations Regional, national, and international scope Burlington Minneapolis # Boston iHn H «K nLL-t • Stamford H jjl PeWvifflaK aJ NewJeTsey Baltimore Delaware Las Wjgas SyPhoenix AtlantaW # Dublin x >? A California [Charleston Londonfci- ChsIa ndelA* frdam t Islands-x Lux
Slide 28: Appendix
Appendix EN Mat Bank 30
Slide 29: Increased Earnings Power in 2010
Increased Earnings Power In 2010 2006 2007 2008 I Q1’09 Q2’09 Q3’09 Q4’09 I 2009 I Q1’10 Q2’10 Q3’10 Net Interest Margin 3.70% 3.60% 3.38% 3.19% 3.43% 3.61% 3.71% 3.49% 3.78% 3.84% 3.87% BBflWWWB Efficiency Ratio-Tangible (1) 51.51% 52.77% 54.35% 58.68% 60.03% 55.21% 52.69% 56.50% 55.88% 53.06% 53.4
Slide 30: Long-term focus on revenue growth per share
Long-term focus 20% 150 0 11.8% J 10% S 11.3%V 5% Long-term focus on revenue growth per share Revenue Growth Per Share Year-over-Year 20% 150 0 11.8% X . Jk 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 Sept ‘10 -?-MTB -B-Peer Median -20% -16.7% IT1 TVOTTJ Revenue reflects FTE Net Interest
Slide 31: Disciplined margin management
Disciplined margin management M&T focuses on returns and relationships rather than volumes Net Interest Margin 4.5 4.0 nl *r 3.843.87 3.05 2.5 ‘98 ‘99 ‘00 ‘01 ‘02 ‘03 ‘04 ‘05 ‘06 ‘07 ‘08 Q1 Q2 Q3 Q4 Q1 Q2 Q3 2009 2010 -MTB — -Peer Median HhI l j#l 151 W C 33Note: Taxable Equivalent net interest marg
Slide 32: Value of relationship lending seen in both credit and margin
Value of relationship lending seen in both credit and margin Risk-Adjusted Net Interest Margin September 2010 YTD 3.3% 3% 3.17% 2.94% 2 3% 2.17% 2.07% 2.06% 1.77% 1.45% _ 1.32% 1.3% H 1.00% 0.98% 0.72% 0.52% 0.3% MTB Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 Peer 6 Peer 7 Peer 8 Peer 9 Peer 10 Peer 11 Peer
Slide 33: M&T's model relies on maintaining above-average efficiency
M&T’s model relies on maintaining above-average efficiency Operating Efficiency Ratio 65.73% 50% 45% ‘00 ‘01 ‘02 ‘03 ‘04 ‘05 ‘06 ‘07 ‘08 ‘09* Q1 Q2 Q3 —MTB Peer Median 2010 Efficiency Ratio reflects non-interest expense (excluding amortization expense associated with ___ intangible assets, merger-re
Slide 34: Operating Return on Avg. Tangible Common Equity
Operating Return on Avg. Tangible Common Equity — Sept. ‘10 YTD Continued profitability despite the credit environment 40% 30% 28.6% 9.6% _ 5.8% 3.2% 2.2% 1.4% 0 0 — — —— — ——— m —H—H—H—l Peer 1 Peer 2 Peer 3 MTB Peer 4 Peer 5 Peer 6 Peer 7 Peer 8 Peer 9 Peer 10Peer 11Peer 12Peer 13Peer 14 -10% -0.4
Slide 35: Reconciliation of GAAP and Non-GAAP Measures
Reconciliation of GAAP and Non-GAAP Measures Sep’10 Net Income1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 YTD $’s in millions Net income $198.3 $252.4 $268.2 $353.1 $456.7 $573.9 $722.5 $782.2 $839.2 $654.3 $555.9 $379.9 $64.2 $51.2 $127.7 $136.8 $1
Slide 36: Reconciliation of GAAP and Non-GAAP Measures
Reconciliation of GAAP and Non-GAAP Measures Sep’10 Average Assets 2006 2007 2008 2009 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 YTD $’s in millions Average assets $55,839 $58,545 $65,132 $67,472 $64,766 $66,984 $69,154 $68,919 $68,883 $68,334 $67,811 $68,339 Goodwill (2,908) (2,933) (3,193) (3,393) (3,192
Slide 37: Additional Information
Additional Information: In connection with the proposed merger, M&T Bank Corporation (“M&T”) will file with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 that will include a Proxy Statement of Wilmington Trust Corporation (“Wilmington Trust”) and a Pros
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