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M&T BANK CORP Director's Dealing 2004

Jan 22, 2004

30142_dirs_2004-01-21_85569da1-6d6c-4853-9420-41a5a6d7f658.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: 2004-01-16

Reporting Person: CZARNECKI MARK J (Executive Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2003-12-18 Common Stock G 261.0000 Disposed 30434.0000 Direct
2004-01-16 Common Stock M 32740.0000 $44.2063 Acquired 63174.0000 Direct
2004-01-16 Common Stock S 400.0000 $91.3500 Disposed 62774.0000 Direct
2004-01-16 Common Stock S 600.0000 $91.3600 Disposed 62174.0000 Direct
2004-01-16 Common Stock S 1100.0000 $91.3700 Disposed 61074.0000 Direct
2004-01-16 Common Stock S 200.0000 $91.3800 Disposed 60874.0000 Direct
2004-01-16 Common Stock S 100.0000 $91.4000 Disposed 60774.0000 Direct
2004-01-16 Common Stock S 600.0000 $91.4100 Disposed 60174.0000 Direct
2004-01-16 Common Stock S 500.0000 $91.4300 Disposed 59674.0000 Direct
2004-01-16 Common Stock S 100.0000 $91.4400 Disposed 59574.0000 Direct
2004-01-16 Common Stock S 1200.0000 $91.4500 Disposed 58374.0000 Direct
2004-01-16 Common Stock S 1000.0000 $91.4600 Disposed 57374.0000 Direct
2004-01-16 Common Stock S 100.0000 $91.4900 Disposed 57274.0000 Direct
2004-01-16 Common Stock S 700.0000 $91.5000 Disposed 56574.0000 Direct
2004-01-16 Common Stock S 400.0000 $91.5100 Disposed 56174.0000 Direct
2004-01-16 Common Stock S 700.0000 $91.5200 Disposed 55474.0000 Direct
2004-01-16 Common Stock S 1200.0000 $91.5300 Disposed 54274.0000 Direct
2004-01-16 Common Stock S 100.0000 $91.5600 Disposed 54174.0000 Direct
2004-01-16 Common Stock S 600.0000 $91.5700 Disposed 53574.0000 Direct
2004-01-16 Common Stock S 100.0000 $91.5800 Disposed 53474.0000 Direct
2004-01-16 Common Stock S 100.0000 $91.5900 Disposed 53374.0000 Direct
2004-01-16 Common Stock S 300.0000 $91.6000 Disposed 53074.0000 Direct
2004-01-16 Common Stock S 600.0000 $91.6100 Disposed 52474.0000 Direct
2004-01-16 Common Stock S 200.0000 $91.6400 Disposed 52274.0000 Direct
2004-01-16 Common Stock S 2500.0000 $91.6500 Disposed 49774.0000 Direct
2004-01-16 Common Stock S 200.0000 $91.6600 Disposed 49574.0000 Direct
2004-01-16 Common Stock S 200.0000 $91.6700 Disposed 49374.0000 Direct
2004-01-16 Common Stock S 100.0000 $91.7100 Disposed 49274.0000 Direct
2004-01-16 Common Stock S 100.0000 $91.7300 Disposed 49174.0000 Direct
2004-01-16 Common Stock S 200.0000 $91.7400 Disposed 48974.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2004-01-16 Option (right to buy) $44.2063 M 32740.0000 Disposed 2008-01-20 Common Stock (32740.0000) Direct
2004-01-20 Option (right to buy) $42.0000 M 2380.0000 Disposed 2010-01-18 Common Stock (2380.0000) Direct
2004-01-20 Option (right to buy) $91.7500 A 45936.0000 Acquired 2014-01-20 Common Stock (45936.0000) Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Common Stock Units $ Common Stock () 63.0000 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: 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.

F3: The information is reported as of September 30, 2003.

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 option included a total of 45,936 shares. 4,593 of the covered shares are exercisable on or after January 20, 2005; an additional 9,187 of the covered shares are exercisable on or after January 20, 2006; an additional 13,781 of the covered shares are exercisable on or after January 20, 2007; and the remaining 18,375 covered shares are exercisable on or after January 20, 2008.