M&T BANK CORP — Director's Dealing 2014

Feb 1, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: M&T BANK CORP (MTB)
CIK: 0000036270
Period of Report: 2014-01-29

Reporting Person: WILMERS ROBERT G (Director, Chairman of the Board and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-24	Common Stock	G	41300	$0.00	Disposed	2665750.87	Direct
2014-01-29	Common Stock	F	739	$111.69	Disposed	2665011.87	Direct
2013-12-24	Common Stock	G	24300	$0.00	Acquired	272964	Indirect
2013-12-24	Common Stock	G	17000	$0.00	Acquired	227924	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	52926	Indirect
Common Stock	214540	Indirect
Common Stock	224766	Indirect
Common Stock	400000	Indirect
Common Stock	78532	Indirect
Common Stock	141825	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Common Stock Units	$		Common Stock ()	5243	Indirect

Footnotes

F1: The reported transaction involves a transfer of securities by gift for which no payment of consideration was received by the reporting person.

F2: Shares withheld for taxes upon the settlement in shares of restricted stock units previously granted to the reporting person.

F3: The information presented is as of December 31, 2013.

F4: The indicated shares are held by Grantor Retained Annuity Trusts No's. 5 and 6, respectively, under indentures dated July 23, 1993 (individually, a "GRAT" and collectively, the "GRATs"). The reporting person is a trustee of each GRAT and holds sole voting and dispositive power over the shares held by the GRATs.

F5: The indicated shares are held by a limited liability company of which the reporting person is the sole member.

F6: The indicated shares are held by the Roche Foundation, a Delaware not-for-profit, non-stock corporation in which the reporting person has no pecuniary interest. The reporting person is the sole director and president of the Roche Foundation and holds sole voting and dispositive power over the shares held by it.

F7: The indicated shares are held by the West Ferry Foundation, a charitable trust in which the reporting person has no pecuniary interest. The reporting person is the trustee of the West Ferry Foundation and holds sole voting and dispositive power over the shares held by it.

F8: The reported transaction involves a transfer of securities by gift for which no consideration was paid.

F9: The indicated shares are held by the St. Simon Charitable Foundation, a Delaware not-for-profit, non-stock corporation in which the reporting person has no pecuniary interest. The reporting person is a director and President of the St. Simon Charitable Foundation and holds voting and dispositive power over the shares held by it.

F10: The indicated shares are held by the Interlaken Foundation, a Delaware not-for-profit, non-stock corporation in which the reporting person has no pecuniary interest. The reporting person is a director and President of the Interlaken Foundation and holds voting and dispositive power over the shares held by it.

F11: 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.