M&T BANK CORP — Director's Dealing 2008

Feb 14, 2008

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: M&T BANK CORP (MTB)
CIK: 0000036270
Period of Report: 2007-12-31

Reporting Person: SADLER ROBERT E JR (Director, Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-08-28	Common Stock	G	180	—	Disposed	226143	Direct
2007-12-13	Common Stock	G	6123	—	Disposed	220020	Direct
2007-12-19	Common Stock	G	220	—	Disposed	219800	Direct
2007-12-13	Common Stock	G	6123	—	Acquired	17623	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	81000	Indirect
Common Stock	19955	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Common Stock Units	$		Common Stock ()	1638	Indirect

Footnotes

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

F2: The indicated shares are held by the Sadler Family Foundation, a charitable trust in which the reporting person has no pecuniary interest. The reporting person is a trustee of the Sadler Family Foundation and holds voting and dispositive power over the shares held by it.

F3: The indicated shares are held by a Grantor Retained Annuity Trust ("GRAT #2") of which the reporting person is trustee and of which the reporting person and his descendants are beneficiaries. The reporting person continues to report beneficial ownership of all of the M&T Bank Corporation common stock held by the GRAT #2 but disclaims beneficial ownership except to the extent of his pecuniary interest therein.

F4: The information presented is as of December 31, 2007.

F5: 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.