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M&T BANK CORP Director's Dealing 2008

Jul 3, 2008

30142_dirs_2008-07-03_19b417b7-4c27-449d-b799-429595c9795b.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: M&T BANK CORP (MTB)
CIK: 0000036270
Period of Report: 2008-07-01

Reporting Person: CUNNINGHAM T JEFFERSON III (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2008-07-01 Common Stock A 99 $70.54 Acquired 11366 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 352 Indirect
Common Stock 130 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Common Stock Units $ Common Stock () 288 Indirect

Footnotes

F1: This transaction represents stock received by the reporting person in lieu of cash fees pursuant to the M&T Bank Corporation 2008 Directors' Stock Plan (the "Plan").

F2: The information presented is as of June 30, 2008.

F3: 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.