M&T BANK CORP — Director's Dealing 2008

Oct 31, 2008

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: M&T BANK CORP (MTB)
CIK: 0000036270
Period of Report: 2008-10-21

Reporting Person: Warman D Scott N (Senior Vice President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2841	Direct
Common Stock	3796.5248	Indirect
Common Stock	1280	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option (Right to Buy)	$80.23	2013-01-21	Common Stock (15000)		Direct
Option (Right to Buy)	$91.75	2014-01-20	Common Stock (14987)		Direct
Option (Right to Buy)	$101.80	2015-01-18	Common Stock (10766)		Direct
Option (Right to Buy)	$108.93	2016-01-17	Common Stock (12100)		Direct
Option (Right to Buy)	$121.31	2017-01-31	Common Stock (15390)		Direct
Option (Right to Buy)	$91.28	2018-01-31	Common Stock (22083)		Direct
Phantom Common Stock Units	$		Common Stock (602.9079)		Indirect

Footnotes

F1: Jointly owned

F2: The information presented is as of October 29, 2008.

F3: Currently exercisable

F4: The option granted includes a total of 10,766 shares. 6,459 of the covered shares are currently exercisable; and the remaining 4,307 covered shares are exercisable on or after January 18, 2009.

F5: The option granted includes a total of 12,100 shares. 3,630 of the covered shares are currently exercisable; an additional 3,630 of the covered shares are exercisable on or after January 17, 2009; and the remaining 4,840 covered shares are exercisable on or after January 17, 2010.

F6: The option granted includes a total of 15,390 shares. 1,539 of the covered shares are currently exercisable; an additional 3,078 of the covered shares are exercisable on or after January 31, 2009; an additional 4,617 of the covered shares are exercisable on or after January 31, 2010; and the remaining 6,156 covered shares are exercisable on or after January 31, 2011.

F7: The option granted includes a total of 22,083 shares. 2,208 of the covered shares are exercisable on or after January 31, 2009; an additional 4,416 of the covered shares are exercisable on or after January 31, 2010; an additional 6,625 of the covered shares are exercisable on or after January 31, 2011; and the remaining 8,834 covered shares are exercisable on or after January 31, 2012.

F8: The reported phantom common stock units are held by the reporting person in an excess benefit plan account maintained by M&T Bank Corporation and represent a like number of shares of M&T Bank Corporation common stock. The phantom common stock units may only be settled in cash upon distribution in accordance with the terms of the plan. The reported phantom common stock units also include units acquired through the dividend reinvestment feature of the plan.