Obligation M&T Banking 6.45% ( US55261FAG90 ) en USD

M&T Banking

100 % ⇌

Etas-Unis

US55261FAG90 ( en USD )

6.45% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation M&T Bank US55261FAG90 en USD 6.45%, échéance Perpétuelle

1 000 USD

350 000 000 USD

55261FAG9

BB+ ( Spéculatif )

N/A

15/08/2025 ( Dans 30 jours )

M&T Bank est une banque régionale américaine offrant une large gamme de services bancaires aux particuliers et aux entreprises, notamment des services de dépôt, de prêt, de gestion de patrimoine et de services bancaires aux entreprises.

L'Obligation émise par M&T Banking ( Etas-Unis ) , en USD, avec le code ISIN US55261FAG90, paye un coupon de 6.45% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle
L'Obligation émise par M&T Banking ( Etas-Unis ) , en USD, avec le code ISIN US55261FAG90, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Aggregate
Amount of
Securities to be Registered

Offering Price

Registration Fee(1)
Perpetual Fixed-to-Floating Rate Non-Cumulative
Preferred Stock, Series E, par value $1.00 per share

$350,000,000

$45,080

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(7)
Registration No. 333-182348

Prospectus Supplement
(To prospectus dated June 26, 2012)

350,000 shares
of
Perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series E
We are offering 350,000 shares of our Perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series E, par value $1.00
per share, with a $1,000 liquidation preference per share (the "Preferred Stock").
We will pay dividends on the Preferred Stock, when, as, and if declared by our board of directors or a duly authorized committee of
our board, from the date of issuance to, but excluding, February 15, 2024 at a rate of 6.450% per annum, payable semi-annually,
in arrears, on February 15 and August 15 of each year, beginning on August 15, 2014. From and including February 15, 2024, we
will pay dividends when, as, and if declared by our board of directors or such committee at a floating rate equal to three-month
LIBOR plus a spread of 3.610% per annum, payable quarterly, in arrears, on February 15, May 15, August 15 and November 15 of
each year, beginning on May 15, 2024.
Dividends on the Preferred Stock will not be cumulative. If for any reason our board of directors does not declare a dividend on the
Preferred Stock for any dividend period, such dividend will not accrue or be payable, and we will have no obligation to pay
dividends for such dividend period, whether or not dividends on the Preferred Stock are declared for any future dividend period.
Dividends on the Preferred Stock will not be declared, paid or set aside for payment to the extent such act would cause us to fail
to comply with applicable laws and regulations, including applicable capital adequacy guidelines.
Subject to any applicable required regulatory approvals, we may redeem the Preferred Stock in whole or in part, from time to time,
on any dividend payment date on or after February 15, 2024 or, in whole but not in part, at any time within 90 days following a
regulatory capital treatment event (as defined herein), in each case at a redemption price of $1,000 per share plus any declared
and unpaid dividends.
The Preferred Stock is not a deposit or other obligation of a bank and is not insured by the Federal Deposit Insurance Corporation
or any other governmental agency.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
the Preferred Stock or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying
prospectus. Any representation to the contrary is a criminal offense.
Investing in the Preferred Stock involves risks. See "Risk Factors" beginning on page S-7 of this prospectus supplement
and "Item 1A--Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2012 for a discussion
of certain risks that you should consider before investing in the Preferred Stock.

Per share
Total

Public offering price(1)

$ 1,000
$350,000,000
Underwriting discounts and commissions

$
10
$
3,500,000
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Proceeds, before expenses, to M&T

$
990
$346,500,000

(1) Plus accrued dividends, if any, on the Preferred Stock from February 11, 2014 to the date of delivery.
We do not intend to apply to list the Preferred Stock on any securities exchange or include the Preferred Stock on any automated
quotation system.
We expect that delivery of the Preferred Stock will be made to investors in book-entry form through the facilities of The Depository
Trust Company and its direct participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"),
and Clearstream Banking S.A. ("Clearstream"), on or about February 11, 2014.
Joint Book-Running Managers

J.P. Morgan
Citigroup
Credit Suisse

Joint Lead Manager
Sandler O'Neill + Partners, L.P.
The date of this prospectus supplement is February 6, 2014.
Table of Contents
Table of contents
Prospectus supplement

Page
About this prospectus

S-i
Cautionary note regarding forward-looking statements
S-ii
Where you can find additional information
S-iii
Incorporation of certain information by reference
S-iv
Summary
S-1
Summary of the offering
S-3
Risk factors
S-7
Use of proceeds
S-11
Ratio of earnings to fixed charges and combined fixed charges and preferred stock dividends
S-12
Description of Series E Preferred Stock
S-13
Book-entry issuance
S-21
Description of our capital stock
S-24
Certain U.S. federal income tax considerations
S-28
Certain ERISA considerations
S-36
Underwriting
S-38
Legal matters
S-43
Independent registered public accounting firms
S-44
Prospectus

Cautionary statement regarding forward-looking information

1
About this document

2
Where you can find more information

3
About M&T Bank Corporation

3
Risk factors

4
Use of proceeds

5
Consolidated earnings ratios

5
Validity of securities

5
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Experts

5
Table of Contents
About this prospectus
You should read this prospectus supplement, the accompanying prospectus and the additional information described under the
headings "Where You Can Find Additional Information" and "Incorporation of Certain Information By Reference" before you make a
decision to invest in the Preferred Stock. In particular, you should review the information under the heading "Risk Factors"
beginning on page S-7 of this prospectus supplement, the information set forth under the heading "Risk Factors" beginning on
page 4 in the accompanying prospectus dated June 26, 2012, and the information under the heading "Risk Factors" included in our
Annual Report on Form 10-K for the year ended December 31, 2012. You should rely only on the information contained or
incorporated by reference in this prospectus supplement, the accompanying prospectus and any related free writing prospectus
required to be filed with the SEC. Neither we nor the underwriters are making an offer to sell the Preferred Stock in any manner in
which, or in any jurisdiction where, the offer or sale thereof is not permitted. Neither we nor the underwriters have authorized any
person to provide you with different or additional information. If any person provides you with different or additional information, you
should not rely on it. You should assume that the information in this prospectus supplement, the accompanying prospectus, any
such free writing prospectus and the documents incorporated by reference herein and therein is accurate only as of its date or the
date which is specified in those documents. Our business, financial condition, capital levels, cash flows, liquidity, results of
operations and prospects may have changed since any such date.
In this prospectus supplement, unless otherwise indicated or the context otherwise requires, references to "M&T," "we," "us," or
"our" refer solely to M&T Bank Corporation and not to its consolidated subsidiaries. References to a particular year mean the
Company's year commencing on January 1 and ending on December 31 of that year.

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Cautionary note regarding forward-looking statements
This prospectus supplement and other publicly available documents, including the documents incorporated herein by reference,
contain forward-looking statements that are based on current expectations, estimates and projections about M&T's business,
management's beliefs and assumptions made by management. Forward-looking statements are typically identified by words such
as "believe," "expect," "anticipate," "intend," "target," "estimate," "continue," "positions," "prospects" or "potential," by future
conditional verbs such as "will," "would," "should," "could," or "may," or by variations of such words or by similar expressions. These
statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions ("Future Factors")
which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in
such forward-looking statements. Forward-looking statements speak only as of the date they are made and M&T assumes no duty
to update forward-looking statements.
Future Factors include changes in interest rates, spreads on earning assets and interest-bearing liabilities, and interest rate
sensitivity; prepayment speeds, loan originations, credit losses and market values on loans, collateral securing loans and other
assets; sources of liquidity; common shares outstanding; common stock price volatility; fair value of and number of stock-based
compensation awards to be issued in future periods; the impact of changes in market values on trust-related revenues; legislation
and/or regulation affecting the financial services industry as a whole, and M&T and its subsidiaries individually or collectively,
including tax legislation or regulation and regulatory capital requirements; regulatory supervision and oversight, including monetary
policy and capital requirements; changes in accounting policies or procedures as may be required by the Financial Accounting
Standards Board or other regulatory agencies; future actions by M&T's shareholders; increasing price and product/service
competition by competitors, including new entrants; rapid technological developments and changes; the ability to continue to
introduce competitive new products and services on a timely, cost-effective basis; the mix of products/services; containing costs
and expenses; governmental and public policy changes; protection and validity of intellectual property rights; reliance on large
customers; technological, implementation and cost/financial risks in large, multi-year contracts; the outcome of pending and future
litigation and governmental proceedings, including tax-related examinations and other matters; continued availability of financing;
financial resources in the amounts, at the times and on the terms required to support M&T and its subsidiaries' future businesses;
and material differences in the actual financial results of merger, acquisition and investment activities (including, without limitation,
M&T's pending acquisition of Hudson City Bancorp, Inc.) compared with M&T's initial expectations, including the full realization of
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anticipated cost savings and revenue enhancements.
These are representative of the Future Factors that could affect the outcome of the forward-looking statements. In addition, the
outcome of such statements could be affected by general industry and market conditions and growth rates, general economic and
political conditions, either nationally or in the states in which M&T and its subsidiaries do business, including interest rate and
currency exchange rate fluctuations, changes and trends in the securities markets, and other Future Factors.

S-ii
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Where you can find additional information
We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and
Exchange Commission ("SEC"). All such reports and other information may be inspected and copied at the Public Reference Room
of the SEC, at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
Public Reference Room. Our filings are also available to the public through the SEC's website at http://www.sec.gov.
We also maintain a website where you can obtain information about us and Manufacturers and Traders Trust Company ("M&T
Bank"). Our website includes our annual, quarterly and current reports, together with any amendments to these reports, as well as
certain other SEC filings, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Our
website address is http://www.mandtbank.com. The information contained on our website is not part of this prospectus supplement.
We will provide you, free of charge, with a copy of any or all of the documents incorporated by reference herein upon request.
Requests should be directed to:
M&T Bank Corporation
One M&T Plaza
Buffalo, New York 14203
Attention: Investor Relations
Telephone Number: (716) 842-5138
This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 filed by us with the
SEC under the Securities Act of 1933, as amended ("Securities Act"). As permitted by the SEC, this prospectus supplement and
the accompanying prospectus do not contain all the information in the registration statement filed with the SEC. For a more
complete understanding of this offering, you should refer to the complete registration statement, including exhibits, on Form S-3 that
may be obtained as described above. Statements contained in this prospectus supplement and the accompanying prospectus
about the contents of any contract or other document are not necessarily complete. If we have filed any contract or other document
as an exhibit to the registration statement or any other document incorporated by reference in the registration statement, you
should read the exhibit for a more complete understanding of such contract or other document or matter involved. Each statement
regarding any contract or other document is qualified in its entirety by reference to the actual contract or other document.

S-iii
Table of Contents
Incorporation of certain information by reference
Rather than include in this prospectus supplement some of the information that we include in reports filed with the SEC, we are
incorporating this information by reference, which means that we are disclosing important information to you by referring to those
publicly filed documents that contain such information. The information incorporated by reference is considered to be part of this
prospectus supplement and should be read with the same care. Accordingly, we incorporate by reference the following documents:

· Our Annual Report on Form 10-K for the year ended December 31, 2012;

· Our Definitive Proxy Statement on Schedule 14A filed March 6, 2013;

· Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2013, June 30, 2013 and September 30, 2013; and

· Our Current Reports on Form 8-K filed on April 12, 2013, April 15, 2013, April 17, 2013, April 22, 2013, June 18,
2013, December 17, 2013, January 7, 2014, January 27, 2014, January 30, 2014 and February 6, 2014 (other than the
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documents or the portions of those documents not deemed to be "filed" under SEC rules).
In addition, all reports and other documents we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this prospectus supplement until the completion or termination of the offering made under this prospectus
supplement (other than materials that are deemed "furnished" and not "filed" under SEC rules) will be deemed to be incorporated
by reference in this prospectus supplement and to be part of this prospectus supplement from the date of the filing of such reports
and documents. Any statement contained in this prospectus supplement or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus supplement to the
extent that a statement contained in any subsequently filed document which is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus supplement. Certain of the information incorporated by reference
herein has not been audited by an independent registered public accounting firm.

S-iv
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Summary
This summary highlights information contained elsewhere or incorporated by reference in this prospectus supplement. This
summary is not complete and may not contain all of the information that you should consider before investing in the Preferred
Stock. You should read this entire prospectus supplement, including the "Risk Factors" section and "Item 1A Risk Factors" of
our Annual Report on Form 10-K for the year ended December 30, 2012 as well as the documents incorporated by reference
herein, carefully before making an investment decision.
M&T Bank Corporation
M&T is a New York business corporation which is registered as a bank holding company and a financial holding company
under the Bank Holding Company Act of 1956, as amended ("BHCA"), and as a bank holding company under Article III-A of
the New York Banking Law. Our principal executive offices are located at One M&T Plaza, Buffalo, New York 14203. M&T was
incorporated in November 1969. At September 30, 2013, we had consolidated total assets of $84.4 billion, deposits of $66.6
billion and shareholders' equity of $11.0 billion. We had 15,932 full-time and 1,273 part-time employees as of September 30,
2013.
M&T has two wholly owned bank subsidiaries: M&T Bank and Wilmington Trust, National Association. The bank subsidiaries
collectively offer a wide range of retail and commercial banking, trust, wealth management and investment services to their
customers. At September 30, 2013, M&T Bank represented 99% of consolidated assets of M&T. M&T Bank is a banking
corporation that is incorporated under the laws of the State of New York. As a commercial bank, M&T Bank offers a broad
range of financial services to a diverse base of consumers, businesses, professional clients, governmental entities and financial
institutions located in its markets. Lending is largely focused on consumers residing in New York State, Pennsylvania,
Maryland, Delaware, northern Virginia and Washington, D.C., and on small and medium-size businesses based in those areas,
although loans are originated through lending offices in other states. In addition, M&T conducts lending activities in various
states through other subsidiaries. M&T Bank and certain of its subsidiaries also offer commercial mortgage loans secured by
income producing properties or properties used by borrowers in a trade or business. Additional financial services are provided
through other operating subsidiaries of M&T.
M&T from time to time considers acquiring banks, thrift institutions, branch offices of banks or thrift institutions, or other
businesses within markets currently served by M&T or in other locations that would complement M&T's business or its
geographic reach. M&T has pursued acquisition opportunities in the past, continues to review different opportunities, including
the possibility of major acquisitions, and intends to continue this practice.
Recent developments
M&T fourth quarter and fiscal year 2013 financial results
On January 17, 2014, M&T reported its unaudited preliminary financial results for the full year and quarter ended
December 31, 2013.
M&T reported 2013 net income of $1.16 billion, or diluted earnings per common share of $8.38, compared with 2012 net
income of $1.03 billion, or diluted earnings per common share of $7.54.

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M&T reported fourth quarter net income of $246 million, compared with net income of $296 million for the fourth quarter of
2012. Expressed as a rate of return on average assets and average common shareholders' equity, net income was 1.39% and
11.18%, respectively, in 2013, compared with 1.29% and 10.96%, respectively, in 2012. M&T also reported total assets of
approximately $85.1 billion, total deposits of approximately $67.1 billion and total shareholders' equity of approximately $11.3
billion, each as of December 31, 2013.
M&T reported that the provision for credit losses was $42 million during the fourth quarter of 2013, compared with $49 million
in the corresponding 2012 period. Net charge-offs of loans were $42 million in the fourth quarter of 2013, compared to $44
million in the fourth quarter of 2012. The provision for credit losses declined 9% to $185 million for the year ended
December 31, 2013 from $204 million in 2012. Net loan charge-offs in 2013 totaled $183 million, or 0.28% of average loans
outstanding, compared with $186 million or 0.30% of average outstanding loans in 2012. M&T's allowance for credit losses was
$917 million at December 31, 2013, compared with $926 million at December 31, 2012 and $916 million at September 30,
2013. That allowance expressed as a percentage of outstanding loans was 1.43% at the recent quarter-end, compared with
1.39% at December 31, 2012 and 1.44% at September 30, 2013.
The foregoing is only a summary and is not intended to be a comprehensive statement of M&T's unaudited preliminary
financial results. You should read M&T's 2013 Fourth Quarter and Full-Year earnings release, which was furnished as Exhibit
99.1 to the Current Report on Form 8-K furnished with the SEC on January 17, 2014. The audit of M&T's results for the year
ended December 31, 2013 will not be completed until immediately prior to the filing of M&T's Annual Report on Form 10-K for
the year ended December 31, 2013.

S-2
Table of Contents
Summary of the offering
The following summary contains basic information about the Preferred Stock and this offering and is not intended to be
complete. It does not contain all the information that is important to you. For a complete understanding of the Preferred Stock,
you should read "Description of Series E Preferred Stock" in this prospectus supplement. Investors should review the
information in the section of this prospectus supplement entitled "Description of Our Capital Stock" for additional information
regarding our common stock and our other capital securities.

Issuer
M&T Bank Corporation.

Securities Offered
350,000 shares of our Perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock,
Series E, with a liquidation preference of $1,000 per share.

Dividends
Holders of the Preferred Stock will be entitled to receive, when, as, and if declared by our
board of directors or any duly authorized committee of our board of directors, out of assets
legally available for payment, noncumulative cash dividends based on the liquidation
preference of $1,000 per share of the Preferred Stock.

If declared by our board of directors or any duly authorized committee of our board of
directors, we will pay dividends on the Preferred Stock (i) during the period from the issue
date of the Preferred Stock to, but excluding, February 15, 2024 (the "Fixed Rate Period"),
semi-annually, in arrears, on February 15 and August 15 of each year, beginning on August
15, 2014, and (ii) during the period from February 15, 2024 through the redemption date of
the Preferred Stock, if any (the "Floating Rate Period"), quarterly, in arrears, on February 15,

May 15, August 15 and November 15 of each year, beginning on May 15, 2024 (each such
day on which dividends are payable, a "dividend payment date"). We refer to the period from
and including any dividend payment date to but excluding the next dividend payment date as
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a "dividend period," provided that the initial dividend period will be the period from and
including the original issue date of the Preferred Stock to but excluding the next dividend
payment date.

Dividends on the Preferred Stock will accrue from the original issue date at a rate equal to
(i) 6.450% per annum for each dividend period during the Fixed Rate Period and (ii) three-

month LIBOR plus a spread of 3.610% per annum for each quarterly dividend period during
the Floating Rate Period.

Dividends on shares of the Preferred Stock will be non-cumulative. To the extent that any
dividends on shares of the Preferred Stock with respect to any dividend period are not

declared and paid, in full or otherwise, on the dividend payment date for such dividend
period, then such unpaid dividends will not cumulate and will cease to accrue

S-3
Table of Contents
and be payable, and we will have no obligation to pay, and the holders of shares of the
Preferred Stock will have no right to receive, accrued and unpaid dividends for such dividend
period on or after the dividend payment date for such dividend period, whether or not

dividends are declared for any subsequent dividend period with respect to the Preferred
Stock or for any future dividend period with respect to any other series of our preferred stock
or our common stock.

Dividends on the Preferred Stock will not be declared, paid or set aside for payment to the

extent such act would cause us to fail to comply with applicable laws and regulations,
including applicable capital adequacy guidelines.

Redemption
The Preferred Stock is perpetual and has no maturity date. Subject to any applicable
required regulatory approvals, we may redeem the Preferred Stock, in whole or in part, from
time to time, on any dividend payment date on or after February 15, 2024, or, in whole but
not in part, at any time within 90 days following a regulatory capital treatment event (as
defined herein), in each case at a redemption price equal to $1,000 per share, plus any
declared and unpaid dividends.

Any redemption of the Preferred Stock is subject to our receipt of any required prior approval
by the Board of Governors of the Federal Reserve System (including any successor bank
regulatory authority that may become our appropriate federal banking agency, the "Federal

Reserve") and to the satisfaction of any conditions set forth in the capital guidelines or
regulations of the Federal Reserve applicable to redemption of the Preferred Stock. The
holders of the Preferred Stock will not have the right to require redemption.

See "Description of Series E Preferred Stock--Redemption" for more information.

Liquidation Rights
In the event we liquidate, dissolve or wind-up our business and affairs, either voluntarily or
involuntarily, holders of the Preferred Stock will be entitled to receive liquidating distributions
of $1,000 per share, plus any declared and unpaid dividends before we make any distribution
of assets to the holders of our common stock or any other class or series of shares ranking
junior to the Preferred Stock. If we fail to pay in full all amounts payable with respect to the
Preferred Stock and any stock having the same rank upon liquidation, dissolution or winding-
up as the Preferred Stock, the holders of the Preferred Stock and of that other stock will
share in any distribution of assets in proportion to the full respective preferential amounts to
which they are entitled. After the holders of the Preferred Stock and any stock having the
same rank as the Preferred Stock are paid in full, they will

S-4
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have no right or claim to any of our remaining assets. Neither the sale, lease, exchange or
transfer (for cash, shares of stock, securities or other consideration) of all or any part of all of

our property or business nor a merger or consolidation by us with or into any other entity will
be considered a dissolution, liquidation or winding-up of our business or affairs.

Voting Rights
Holders of Preferred Stock do not have voting rights and will not be entitled to elect any
directors, except with respect to authorizing or increasing senior stock, certain changes in
terms of the Preferred Stock, certain dividend non-payments and as otherwise required by
applicable law. Each holder of Preferred Stock will have one vote per share on any matter in
which holders of such shares are entitled to vote, including when acting by written consent.
For more information about voting rights, see "Description of Series E Preferred Stock--
Voting Rights."

Ranking
The Preferred Stock will rank, as to the payment of dividends and distribution of assets upon
our liquidation, dissolution, or winding-up, senior to our common stock and any other class or
series of shares ranking junior to the Preferred Stock upon our liquidation, dissolution or
winding-up.

The Preferred Stock will rank, as to distribution of assets upon our liquidation, dissolution or

winding-up, equally with any series of preferred stock ranking equal to the Preferred Stock
upon our liquidation, dissolution or winding-up.

Preemptive and Conversion
The holders of the Preferred Stock will not have any preemptive or conversion rights.
Rights

No Listing
The shares of Preferred Stock will be new issues of securities for which there is no
established market, and we do not intend to apply to list the Preferred Stock on any
securities exchange or include the Preferred Stock on any automated quotation system.
Accordingly, there can be no assurance that a market for the Preferred Stock will develop or
as to the liquidity of any market that may develop.

Tax Consequences
For discussion of the tax consequences relating to the Preferred Stock, see "Certain U.S.
Federal Income Tax Considerations" in this prospectus supplement.

Use of Proceeds
We intend to use the net proceeds of this offering for general corporate purposes.

Registrar
Registrar and Transfer Company

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Transfer Agent
Registrar and Transfer Company

Calculation Agent
We will appoint a calculation agent for the Preferred Stock prior to the commencement of
the Floating Rate Period.

Conflict of Interest
Our subsidiary, M&T Securities, Inc., is a member of the Financial Industry Regulatory
Authority ("FINRA") and is participating in the distribution of the Preferred Stock. The
distribution arrangements for this offering comply with the requirements of FINRA Rule 5121
regarding a FINRA member firm's participation in the distribution of securities of an affiliate.
In accordance with Rule 5121, no FINRA member firm may make sales in this offering to any
discretionary account without the prior approval of the customer. Our affiliates, including
M&T Securities, Inc., may use this prospectus supplement and the attached prospectus in
connection with offers and sales of the Preferred Stock in the secondary market. These
affiliates may act as an agent in those transactions. Secondary market sales will be made at
prices related to prevailing market prices at the time of sale.

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Table of Contents
Risk factors
An investment in Preferred Stock is subject to certain risks. This prospectus supplement does not describe all of those risks.
Before making an investment decision, you should carefully consider the risks described below and the risk factors and other
information incorporated by reference in this prospectus supplement, including the risks described in "Item 1A--Risk Factors" to
Part I of our Annual Report on Form 10-K for the year ended December 31, 2012. Our business, financial condition or results of
operations could be materially adversely affected by any of these risks, and you may lose all or part of your investment. This
prospectus supplement also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ
materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described
below and elsewhere in this prospectus supplement.
The Preferred Stock is an equity security and is subordinate to our existing and future indebtedness.
The shares of Preferred Stock are equity interests in M&T and do not constitute indebtedness. This means that the Preferred Stock
will rank junior to all indebtedness and other non-equity claims on M&T with respect to assets available to satisfy claims on M&T,
including claims in the event of our liquidation. Our existing and future indebtedness may restrict payment of dividends on the
Preferred Stock. As of September 30, 2013, our indebtedness and obligations, on an unconsolidated basis, totaled approximately
$1.2 billion.
Additionally, unlike indebtedness, where principal and interest customarily are payable on specified due dates, in the case of
preferred stock like the Preferred Stock, (1) dividends are payable only if declared by our board of directors and (2) as a
corporation, we are subject to restrictions on dividend payments and redemption payments out of lawfully available assets. As a
bank holding company, our ability to declare and pay dividends is also dependent on certain federal regulatory considerations.
Further, the Preferred Stock places no restrictions on our business or operations or on our ability to incur indebtedness or engage
in any transactions, subject only to the limited voting rights referred to below under "Risk Factors--Holders of the Preferred Stock
will have limited voting rights."
Our ability to pay dividends on the Preferred Stock may be limited by federal regulatory
considerations.
We are a holding company and conduct substantially all of our operations through subsidiaries. Our ability to declare and pay
dividends is primarily dependent on the receipt of dividends and other distributions from our subsidiaries. Various legal limitations
restrict the extent to which our subsidiaries may pay dividends or other funds or otherwise engage in transactions with us or some
of our other subsidiaries.
In addition, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act") requires federal
banking agencies to establish more stringent risk-based capital requirements and leverage limits applicable to banks and bank
holding companies, and especially those institutions, such as M&T, with consolidated assets equal to or greater than $50 billion. In
July 2013, the Federal Reserve, the Federal Deposit Insurance Corporation and the Office of the Comptroller of the Currency
issued final rules (the "Final Rules"), addressing, among other matters, Section 171 of the Dodd-Frank Act and the comprehensive
set of capital

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and liquidity standards finalized by the Basel Committee on Banking Supervision ("Basel III"), which, among other things, are
intended to implement in the United States the Basel Committee on Banking Supervision's regulatory capital guidelines, including
the reforms known as Basel III. The Final Rules provide that distributions (including dividend payments and redemptions) on
additional Tier 1 capital instruments may only be paid out of our net income, retained earnings, or surplus related to other additional
Tier 1 capital instruments. The Final Rules also introduce a new capital conservation buffer on top of the minimum risk-based
capital ratios. Failure to maintain a capital conservation buffer above certain levels will result in restrictions on our ability to make
dividend payments, redemptions or other capital distributions. These requirements, and any other new regulations or capital
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distribution constraints, including those that may be imposed in accordance with Basel III, could adversely affect our ability to pay
dividends on the Preferred Stock.
Dividends on the Preferred Stock are discretionary and non-cumulative.
Dividends on the Preferred Stock are discretionary and non-cumulative. Consequently, if our board of directors does not authorize
and declare a dividend for any dividend period prior to the related dividend payment date, holders of the Preferred Stock would not
be entitled to receive a dividend for that dividend period, and the unpaid dividend will cease to accrue and be payable. We will
have no obligation to pay dividends accrued for a dividend period after the dividend payment date for that period if our board of
directors has not declared a dividend before the related dividend payment date, whether or not dividends on the Preferred Stock or
any other series of our preferred stock or our common stock are declared for any future dividend period.
We may be able to redeem the Preferred Stock prior to February 15, 2024.
By its terms, the Preferred Stock may be redeemed by us prior to February 15, 2024 upon the occurrence of certain events
involving the capital treatment of the Preferred Stock. In particular, upon our determination in good faith that an event has occurred
that would constitute a "regulatory capital treatment event," we may, at our option, redeem in whole, but not in part, the shares of
Preferred Stock, subject to the approval of the appropriate federal banking agency. See "Description of the Series E Preferred
Stock--Optional Redemption."
Investors should not expect us to redeem the Preferred Stock on the date it becomes redeemable or
on any particular date after it becomes redeemable.
The Preferred Stock is a perpetual equity security. This means that it has no maturity or mandatory redemption date and is not
redeemable at the option of investors. Subject to any applicable required regulatory approvals, the Preferred Stock may be
redeemed by us at our option, either in whole or in part, on any dividend payment date on or after February 15, 2024 or, in whole
but not in part, at any time within 90 days following a regulatory capital treatment event. Any decision we may make at any time to
propose a redemption of the Preferred Stock will depend upon, among other things, our evaluation of our capital position, the
composition of our shareholders' equity and general market conditions at that time.
Our right to redeem the Preferred Stock is also subject to limitations. Under the Federal Reserve's current risk-based capital
guidelines applicable to bank holding companies, any redemption of the Preferred Stock is subject to prior approval by the Federal
Reserve. We cannot assure you that the Federal Reserve will approve any redemption of the Preferred Stock that we may
propose.

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If we are deferring payments on our outstanding junior subordinated notes or are in default under the
indentures governing those securities, we will be prohibited from making distributions on or
redeeming the Preferred Stock.
The terms of our outstanding junior subordinated notes prohibit us from declaring or paying any dividends or distributions on our
preferred stock, including the Preferred Stock, or redeeming, purchasing, acquiring or making a liquidation payment on the
Preferred Stock, if an event of default under the indentures governing those junior subordinated notes has occurred and is
continuing or at any time when we have deferred payment of interest on those junior subordinated notes.
Holders of the Preferred Stock will have limited voting rights.
Holders of the Preferred Stock have no voting rights with respect to matters that generally require the approval of voting
shareholders. Holders of the Preferred Stock will have voting rights only with respect to authorizing or increasing senior stock,
certain changes in terms of the Preferred Stock, certain dividend non-payments and as otherwise required by applicable law. See
"Description of Series E Preferred Stock--Voting Rights."
Our ability to pay dividends depends upon the results of operations of our subsidiaries.
We are a holding company and conduct substantially all of our operations through subsidiaries. In particular, M&T Bank
represented 99% of our consolidated assets as of September 30, 2013. As a result, our ability to make dividend payments on the
Preferred Stock will depend primarily upon the receipt of dividends and other distributions from our subsidiaries. Various legal
limitations restrict the extent to which our subsidiaries may extend credit, pay dividends or other funds, or otherwise engage in
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