M&T BANK CORP — Director's Dealing 2014

Jan 13, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: M&T BANK CORP (MTB)
CIK: 0000036270
Period of Report: 2014-01-03

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14252.54	Direct
Common Stock	1479	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Common Stock Units	$0.00		Common Stock (193)		Indirect
Option (Right to Buy)	$101.80	2015-01-18	Common Stock (4500)		Direct
Option (Right to Buy)	$108.93	2016-01-17	Common Stock (8186)		Direct
Option (Right to Buy)	$121.31	2017-01-31	Common Stock (7433)		Direct

Footnotes

F1: The reported holding includes multiple awards of restricted stock of which 1,492 shares of restricted stock will vest on January 29, 2014; 2,093 shares of restricted stock will vest on January 31, 2014; an additional 3,264 shares of restricted stock will vest on January 30, 2015; an additional 3,390 shares of restricted stock will vest on January 29, 2016; and the remaining 2,513 shares of restricted stock will vest on January 31, 2017.

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

F3: 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.

F4: Currently exercisable.