M&T BANK CORP — Director's Dealing 2008

Jan 4, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: M&T BANK CORP (MTB)
CIK: 0000036270
Period of Report: 2008-01-02

Reporting Person: SHEETZ STEPHEN G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-12-31	Common Stock	M	245	—	Acquired	17819.6403	Direct
2008-01-02	Common Stock	A	110	$81.57	Acquired	18057.2287	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-12-31	Phantom Stock Units	$	M	245	Disposed	2007-12-31	Common Stock (245)	Direct

Footnotes

F1: The reported transaction represents the settlement, for stock, of phantom stock units under a director fee plan maintained by M&T Bank Corporation, and therefore the reporting person paid no price for the stock. Also see footnote 4.

F2: Stock received in lieu of cash fees pursuant to the M&T Bank Corporation Directors' Stock Plan.

F3: Includes 127.5884 shares acquired between October 1, 2007 and December 31, 2007 through the reporting person's participation in a dividend reinvestment plan meeting the requirements of Rule 16a-11.

F4: The reported phantom stock units resulted from the conversion of existing phantom stock units received by the reporting person under a director fee plan maintained by Keystone Financial, Inc., which was acquired by M&T Bank Corporation on October 6, 2000, and represent a like number of shares of M&T Bank Corporation common stock. The phantom stock units may be settled in shares of M&T Bank Corporation common stock or cash upon a distribution in accordance with the terms of the plan. The reported phantom stock units also include units acquired through the reporting person's participation in the dividend reinvestment feature of the plan.

F5: The information reported is as of December 31, 2007.