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: Gold Richard S (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-27	Common Stock	M	10765	$101.80	Acquired	51391.713	Direct
2014-02-27	Common Stock	F	864	$115.68	Disposed	50527.713	Direct
2014-02-27	Common Stock	S	9783	$115.3683	Disposed	40744.713	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-27	Option (right to buy)	$101.80	M	10765	Disposed	2015-01-18	Common Stock (10765)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1.978	Direct
Common Stock	17	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $115.36 to $115.38. 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: Jointly owned.

F3: These shares are owned by the son of the reporting person under the Uniform Transfers to Minors Act for which the reporting person is custodian.

F4: Currently exercisable.

F5: 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.