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M&T BANK CORP Director's Dealing 2008

Feb 5, 2008

30142_dirs_2008-02-04_33c7138e-73e5-471a-ab0a-8b5a90d223fc.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: 2008-01-31

Reporting Person: KUGLER ADAM C (Executive VP & Treasurer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2008-01-31 Common Stock A 2876 $0.00 Acquired 36085 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-01-31 Option (right to buy) $91.28 A 22083 Acquired 2018-01-31 Common Stock (22083) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1000 Indirect
Common Stock 1000 Indirect
Common Stock 1000 Indirect
Common Stock 620 Indirect

Footnotes

F1: The reported transaction involves an award of restricted stock under the M&T Bank Corporation 2005 Incentive Compensation Plan.

F2: The restricted stock award included a total of 2,876. 287 shares of the restricted stock award will vest on January 31, 2009; an additional 575 shares will vest on January 31, 2010; an additional 862 will vest on January 31, 2011; and the remaining 1,152 shares will vest on January 31, 2012.

F3: The restricted stock award was granted under the incentive compensation plan maintained by M&T Bank Corporation, and therefore the reporting person paid no price for the shares.

F4: These shares are held in trust for the benefit of a child of the reporting person. The reporting person's spouse is a trustee of the trust.

F5: These shares are owned by a child of the reporting person under the Uniform Transfers to Minors Act for which the reporting person is custodian.

F6: 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.

F7: The option was granted under an employee stock option plan maintained by M&T Bank Corporation, and therefore the reporting person paid no price for the option.