M&T BANK CORP — Director's Dealing 2014

Jan 22, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: M&T BANK CORP (MTB)
CIK: 0000036270
Period of Report: 2014-01-17

Reporting Person: Bojdak Robert J (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-17	Common Stock	M	1089	$91.75	Acquired	28123.18	Direct
2014-01-17	Common Stock	F	893	$111.99	Disposed	27230.18	Direct
2014-01-21	Common Stock	M	9594	$101.80	Acquired	36824.18	Direct
2014-01-21	Common Stock	M	22249	$91.28	Acquired	59073.18	Direct
2014-01-21	Common Stock	S	31843	$111.0978	Disposed	27230.18	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-17	Option (right to buy)	$91.75	M	1089	Disposed	2014-01-20	Common Stock (1089)	Direct
2014-01-21	Option (right to buy)	$101.80	M	9594	Disposed	2015-01-18	Common Stock (9594)	Direct
2014-01-21	Option (right to buy)	$91.28	M	22249	Disposed	2018-01-31	Common Stock (22249)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2164	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Common Stock Units	$		Common Stock ()	795	Indirect

Footnotes

F1: The reported transaction involved the automatic exercise of a stock option by M&T Bank Corporation pursuant to an Administrative Rule for Stock Award Grants approved by the Nomination, Compensation and Governance Committee of the Board of Directors of M&T Bank Corporation on November 16, 2010. Pursuant to this Administrative Rule, the reporting person's stock option that was set to expire on January 20, 2014 was automatically exercised on January 17, 2014, the last business day preceding the expiration date, and M&T Bank Corporation withheld an amount of M&T Bank Corporation common stock from the stock option having a fair market value equal to the sum of the exercise price and any amounts required to be withheld for tax purposes and issued the net shares to the reporting person.

F2: This transaction was executed in multiple trades at prices ranging from $110.11 to $112.46. 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.

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

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.

F6: 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 and distributed 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.