M&T BANK CORP — Director's Dealing 2014

Feb 26, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: M&T BANK CORP (MTB)
CIK: 0000036270
Period of Report: 2014-02-24

Reporting Person: Martocci Gino A. (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-24	Common Stock	M	1866	$101.80	Acquired	13133.54	Direct
2014-02-24	Common Stock	S	1866	$115.2016	Disposed	11267.54	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-24	Option (right to buy)	$101.80	M	1866	Disposed	2015-01-18	Common Stock (1866)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1479	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Common Stock Units	$		Common Stock ()	193	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $115.171 to $115.214. 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 informtion regarding the number of shares and prices at which the transaction was effected.

F2: The information presented is as of January 9, 2014.

F3: Currently exercisable.

F4: The option was granted under an incentive 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.