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M&T BANK CORP Director's Dealing 2008

Apr 17, 2008

30142_dirs_2008-04-16_2e7b635c-2ebc-45d5-9e3b-3078d846cd9a.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: 2008-04-14

Reporting Person: CUNNINGHAM T JEFFERSON III (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2008-04-14 Common Stock A 86 $80.48 Acquired 11267 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 349 Indirect
Common Stock 130 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Common Stock Units $ Common Stock () 285 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"). Although the referenced stock was earned by the reporting person for services rendered in the first quarter of 2008 and the Plan directs that such stock be awarded as of the first business day of the calendar quarter following the calendar quarter in which it was earned (April 1, 2008 in this instance), there was a delay in awarding stock under the Plan this quarter in order to permit M&T Bank Corporation to register shares for issuance under the Plan with the U.S. Securities and Exchange Commission and to receive approval from the New York Stock Exchange to list shares under the Plan. These steps were completed on April 14, 2008, which is deemed to be the acquisition date of the referenced stock.

F2: The information presented is as of March 31, 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.