M&T BANK CORP — Director's Dealing 2008

Aug 20, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: M&T BANK CORP (MTB)
CIK: 0000036270
Period of Report: 2008-08-15

Reporting Person: WILMERS ROBERT G (Director, Chairman of the Board and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-02-28	Common Stock	G	45679	—	Disposed	3114803	Direct
2008-08-15	Common Stock	S	81000	$74.33	Disposed	3033803	Direct
2008-08-15	Common Stock	S	19000	$75.10	Disposed	3014803	Direct
2008-05-12	Common Stock	G	267	—	Disposed	167951	Indirect
2008-05-13	Common Stock	G	542	—	Disposed	167409	Indirect
2008-06-25	Common Stock	G	685	—	Disposed	166724	Indirect
2008-06-27	Common Stock	G	345	—	Disposed	166379	Indirect
2008-04-28	Common Stock	G	11884	—	Disposed	174675	Indirect
2008-06-17	Common Stock	G	6385	—	Disposed	168290	Indirect
2008-05-07	Common Stock	G	267	—	Disposed	105592	Indirect
2008-06-17	Common Stock	G	6385	—	Disposed	99207	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	43544	Indirect
Common Stock	214540	Indirect
Common Stock	224766	Indirect
Common Stock	400000	Indirect
Common Stock	78532	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Common Stock Units	$		Common Stock ()	3740	Indirect

Footnotes

F1: The reported transaction involves a transfer of securities by gift for which no payment of consideration was received by the reporting person.

F2: This transaction was executed in multiple trades at prices ranging from $74.25 to $74.50. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: This transaction was executed in multiple trades at prices ranging from $75.00 to $75.44. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F4: The information presented is as of June 30, 2008.

F5: The indicated shares are held by Grantor Retained Annuity Trusts No's. 5 and 6, respectively, under indentures dated July 23, 1993 (individually, a "GRAT" and collectively, the "GRATs"). The reporting person is a trustee of each GRAT and holds sole voting and dispositive power over the shares held by the GRATs.

F6: The indicated shares are held by a limited liability company of which the reporting person is the sole member.

F7: The indicated shares are held by the Roche Foundation, a Delaware not-for-profit, non-stock corporation in which the reporting person has no pecuniary interest. The reporting person is the sole director and president of the Roche Foundation and holds sole voting and dispositive power over the shares held by it.

F8: The indicated shares are held by the West Ferry Foundation, a charitable trust in which the reporting person has no pecuniary interest. The reporting person is the trustee of the West Ferry Foundation and holds sole voting and dispositive power over the shares held by it.

F9: The indicated shares are held by the St. Simon Charitable Foundation, a Delaware not-for-profit, non-stock corporation in which the reporting person has no pecuniary interest. The reporting person is a director and President of the St. Simon Charitable Foundation and holds voting and dispositive power over the shares held by it.

F10: The indicated shares are held by the Interlaken Foundation, a Delaware not-for-profit, non-stock corporation in which the reporting person has no pecuniary interest. The reporting person is a director and President of the Interlaken Foundation and holds voting and dispositive power over the shares held by it.

F11: 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.