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M&T BANK CORP Director's Dealing 2014

Jan 31, 2014

30142_dirs_2014-01-31_998defe9-eda4-4e90-ab0f-e89bf2543480.zip

Director's Dealing

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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: Warman D Scott N (Executive Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-01-29 Common Stock S 970 $111.9782 Disposed 22917.745 Direct
2014-01-29 Common Stock F 522 $111.69 Disposed 21648.613 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 6823 Indirect
Common Stock 1280 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Common Stock Units $ Common Stock () 2439 Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $111.96 to $111.994. 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: Shares withheld for taxes upon the vesting of restricted stock previously granted to the reporting person.

F3: The holdings have been adjusted to reflect the reporting person transferring 755 shares of MTB common stock to his former spouse pursuant to a domestic relations order. The reporting person no longer reports as beneficially owned any securites owned by his former spouse. The holdings also include 7.868 shares acquired on December 31, 2013 through the reporting person's participation in a dividend reinvestment plan meeting the requirements of Rule 16a-11.

F4: The information presented is as of December 31, 2013.

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.