M&T BANK CORP — Director's Dealing 2014

Feb 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: M&T BANK CORP (MTB)
CIK: 0000036270
Period of Report: 2014-02-27

Reporting Person: King Darren J (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-27	Common Stock	M	10017	$101.80	Acquired	27872.39	Direct
2014-02-27	Common Stock	S	10017	$115.5132	Disposed	17855.39	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-27	Option (right to buy)	$101.80	M	10017	Disposed	2015-01-18	Common Stock (10017)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1642	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Common Stock Units	$		Common Stock ()	91	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $115.50 to $115.58. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F2: The information presented is as December 31, 2013.

F3: Currently exercisable.

F4: 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.

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.