Obligation M&T Banking 5.125% ( US55261FAH73 ) en USD

M&T Banking

100 % ▲

Etas-Unis

US55261FAH73 ( en USD )

5.125% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation M&T Bank US55261FAH73 en USD 5.125%, échéance Perpétuelle

1 000 USD

500 000 000 USD

55261FAH7

BB+ ( Spéculatif )

N/A

28/10/2025 ( Dans 102 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 perpétuelle de M&T Bank (ISIN : US55261FAH73, CUSIP : 55261FAH7), émise aux États-Unis pour un montant total de 500 000 000 USD, avec un prix actuel de marché de 100%, offre un taux d'intérêt de 5,125% payable deux fois par an, une taille minimale d'achat de 1 000 USD et bénéficie d'une notation BB+ de Standard & Poor's.

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Table of Contents
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Title of Each Class of
Amount to be
Offering Price Per
Aggregate
Amount of
Securities to be Registered

Registered

Unit

Offering Price
Registration Fee(1)
Depositary Shares Each Representing 1/10th Interest in a share
of Perpetual Fixed-to-Floating Rate Non-Cumulative
Preferred Stock, Series F, par value $1.00 per share

500,000

$1,000

$500,000,000

$57,950
Perpetual Fixed-to-Floating Rate Non-Cumulative Preferred
Stock, Series F, par value $1.00 per share

50,000

(2)

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
(2)
Each Depositary Share represents 1/10th interest in a share of Perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series F,
par value $1.00 per share. In accordance with Rule 457(i), no registration fee is required because M&T Bank Corporation will not receive
any separate consideration for such preferred stock.
Table of Contents
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion N o. 3 3 3 -2 0 7 0 3 0

Prospe c t us Supple m e nt
(T o prospe c t us da t e d Se pt e m be r 1 8 , 2 0 1 5 )

5 0 0 ,0 0 0 De posit a ry Sha re s Ea c h Re pre se nt ing a 1 /1 0 t h I nt e re st
in a Sha re of
Pe rpe t ua l Fix e d -t o-Floa t ing Ra t e N on -Cum ula t ive
Pre fe rre d St oc k , Se rie s F

We are offering 500,000 depositary shares, each representing a 1/10th ownership interest in a share of our Perpetual Fixed-to-Floating Rate Non-Cumulative Preferred
Stock, Series F, par value $1.00 per share, with a $10,000 liquidation preference per share (equivalent to $1,000 per depositary share) (the "Preferred Stock"). As a holder
of depositary shares, you will be entitled to proportionate rights and preferences of the Preferred Stock (including dividend, voting, redemption and liquidation rights). You
must exercise these rights through the depositary.
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 of directors, from the date of
issuance to, but excluding, November 1, 2026 at a rate of 5.125% per annum, payable semi-annually, in arrears, on May 1 and November 1 of each year, beginning on
May 1, 2017. From and including November 1, 2026, 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 3.52% per annum, payable quarterly, in arrears, on February 1, May 1, August 1 and November 1 of each year, beginning on
February 1, 2027.
Dividends on the Preferred Stock will not be cumulative. If for any reason our board of directors, or a duly authorized committee of 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 rules, or for which we
have not received any applicable regulatory consents or non-objections.
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 November 1, 2026 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 $10,000 per share (equivalent to $1,000 per depositary share) plus any declared and unpaid dividends. If we redeem any shares of Preferred Stock,
the depositary will redeem a proportionate number of depositary shares.
Neither the Preferred Stock nor the depositary shares are deposits or other obligations of a bank or are insured by the Federal Deposit Insurance Corporation or any other
governmental agency.
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or disa pprove d of t he de posit a ry sha re s
or t he unde rlying Pre fe rre d St oc k or pa sse d upon t he a de qua c y or a c c ura c y of t his prospe c t us supple m e nt or t he a c c om pa nying
prospe c t us. Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .

I nve st ing in t he de posit a ry sha re s a nd t he unde rlying Pre fe rre d St oc k involve s risk s. Se e "Risk Fa c t ors" be ginning on pa ge S -7 of t his
prospe c t us supple m e nt a nd "I t e m 1 A--Risk Fa c t ors" of our Annua l Re port on Form 1 0 -K for t he ye a r e nde d De c e m be r 3 1 , 2 0 1 5 for a
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disc ussion of c e rt a in risk s t ha t you should c onside r be fore inve st ing in t he de posit a ry sha re s or t he unde rlying Pre fe rre d St oc k .

Pe r sha re
T ot a l

Public offering price(1)

$ 1,000.00
$500,000,000.00
Underwriting discounts and commissions

$
10.00
$
5,000,000.00
Proceeds, before expenses, to the issuer

$
990.00
$495,000,000.00
(1) Plus accrued dividends, if any, on the Preferred Stock from October 28, 2016 to the date of delivery.
We do not intend to apply to list the depositary shares or the Preferred Stock on any securities exchange or include the depositary shares or the Preferred Stock on any
automated quotation system.

We expect that delivery of the depositary shares will be made to investors in book-entry form through the facilities of The Depository Trust Company ("DTC") 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 October 28,
2016.

Joint Bookrunners

J .P. M orga n
Cre dit Suisse
RBC Ca pit a l
U BS I nve st m e nt
M a rk e t s
Ba nk

The date of this prospectus supplement is October 25, 2016.
Table of Contents
T a ble of Cont e nt s
Prospectus Supplement

Pa ge
About This Prospectus

i
Cautionary Note Regarding Forward-Looking Statements

ii
Where You Can Find Additional Information

iv
Incorporation of Certain Information by Reference

v
Summary
S-1
Summary of the Offering
S-3
Risk Factors
S-7
Use of Proceeds
S-14
Ratio of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Stock Dividends
S-15
Description of Series F Preferred Stock
S-16
Description of the Depositary Shares
S-25
Book-Entry Issuance
S-28
Description of our Capital Stock
S-31
Certain U.S. Federal Income Tax Considerations
S-36
Certain ERISA Considerations
S-42
Underwriting (Conflicts of Interest)
S-44
Validity of Securities
S-49
Experts
S-49
Prospe c t us

Cautionary Statement Regarding Forward-Looking Information

1
About this Document

2
Where You Can Find More Information

3
About M&T Bank Corporation

3
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Risk Factors

4
Use of Proceeds

5
Consolidated Earnings Ratios

5
Validity of Securities

5
Experts

5
Table of Contents
About T his Prospe c t us
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 depositary shares. 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 September 18, 2015, and the information under the heading "Risk Factors" included
in our Annual Report on Form 10-K for the year ended December 31, 2015. 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 Securities and Exchange Commission. Neither we nor the underwriters are making an offer to sell the
depositary shares 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 M&T's
year commencing on January 1 and ending on December 31 of that year.

i
Table of Contents
Ca ut iona ry N ot e Re ga rding Forw a rd-Look ing St a t e m e nt s
This document, including information included or incorporated by reference in this document, contains forward looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. 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 forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and are
difficult to predict. Forward-looking statements speak only as of the date they are made, and M&T assumes no duty to update
forward-looking statements.
In addition to factors described in the section entitled "Risk Factors," the following factors, among others, could cause actual results
to differ materially from forward-looking statements or historical performance:

· 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 and common stock price volatility;

· fair value 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;
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· regulatory supervision and oversight, including monetary policy, interest rate targets, capital and liquidity requirements and
supervisory or enforcement policy or priorities;

· changes in accounting policies or procedures as may be required by the FASB or other regulatory agencies;

· increasing price and product/service competition by competitors, including new entrants;

· 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;

· inflation;

· changes in asset quality and credit risk;

ii
Table of Contents
· inability to sustain revenue and earnings growth;

· customer acceptance of M&T's products and services;

· customer disintermediation;

· the introduction, withdrawal, success and timing of business initiatives;

· competitive conditions;

· the impact, extent and timing of technological changes, capital management activities and other actions of the Federal Reserve
(as hereinafter defined) and legislative and regulatory actions and reforms;

· 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 and changes in interest rates and capital markets;

· financial resources in the amounts, at the times and on the terms required to support M&T and its subsidiaries' future
businesses;

· material differences in the actual financial results of merger, acquisition and investment activities compared with M&T's initial
expectations, including the full realization of anticipated cost savings and revenue enhancements;

· 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 rate fluctuations; and

· changes and trends in the securities markets.

iii
Table of Contents
Whe re Y ou Ca n Find Addit iona l I nform a t ion
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We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and
Exchange Commission (the "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 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 www.mtb.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) 635-4000
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 (the "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.

iv
Table of Contents
I nc orpora t ion of Ce rt a in I nform a t ion by Re fe re nc e
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, 2015 filed February 19, 2016;

· Our Definitive Proxy Statement on Schedule 14A filed March 4, 2016;

· Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016 and June 30, 2016; and

· Our Current Reports on Form 8-K filed on November 2, 2015 (as amended on January 15, 2016), April 1, 2016, April 20, 2016,
May 13, 2016, June 14, 2016 and July 19, 2016 (other than the 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 Securities
Exchange Act of 1934 (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.

v
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Table of Contents
Sum m a ry
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 31, 2015 as well as the documents incorporated by reference
herein, carefully before making an investment decision.
M & T Ba nk Corpora t ion
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, 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. As of June 30, 2016, we had consolidated total assets of $123.8 billion, deposits of $94.7
billion and shareholders' equity of $16.5 billion. We had 16,211 full-time and 1,004 part-time employees as of June 30, 2016.
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. As of June 30, 2016, 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, Pennsylvania, Maryland, New
Jersey, Connecticut, Delaware, Virginia, West 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. Trust-related services are provided by M&T's Wilmington
Trust-affiliated companies, and by M&T Bank.
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 and continues to review different opportunities,
including the possibility of major acquisitions, and intends to continue this practice.
Re c e nt de ve lopm e nt s
M&T preliminary third quarter financial results
On October 19, 2016, M&T announced its unaudited preliminary financial results for the quarter ended September 30,
2016. The preliminary financial data included in this prospectus supplement has been prepared by, and is the responsibility of
M&T's management. PricewaterhouseCoopers

S-1
Table of Contents
LLP has not audited, reviewed, compiled, or completed its procedures with respect to the preliminary financial data.
Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto.
Diluted earnings per common share measured in accordance with generally accepted accounting principles ("GAAP") for the
third quarter of 2016 were $2.10, up 9% from $1.93 in the year-earlier quarter. GAAP-basis net income in the recent quarter
aggregated $350 million, 25% higher than $280 million in the third quarter of 2015. Diluted earnings per common share and
GAAP-basis net income were $1.98 and $336 million, respectively, in 2016's second quarter. GAAP-basis net income for the
third quarter of 2016 expressed as an annualized rate of return on average assets and average common shareholders' equity
was 1.12% and 8.68%, respectively, compared with 1.13% and 8.93%, respectively, in the year-earlier quarter and 1.09% and
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8.38%, respectively, in 2016's second quarter.
For the first nine months of 2016, diluted earnings per common share were $5.80, up 4% from $5.56 in the corresponding
period of 2015. GAAP-basis net income for the nine-month period ended September 30, 2016 aggregated $985 million, 22%
higher than $809 million in the year-earlier period. Expressed as an annualized rate of return on average assets and average
common shareholders' equity, GAAP-basis net income for the first nine months of 2016 was 1.06% and 8.17%, respectively,
compared with 1.11% and 8.77%, respectively, in the similar 2015 period.
The provision for credit losses was $47 million in the recent quarter, compared with $44 million in the third quarter of 2015 and
$32 million in 2016's second quarter. Net charge-offs of loans were $41 million during the third quarter of 2016, compared with
$40 million and $24 million in the third quarter of 2015 and second quarter of 2016, respectively. Expressed as an annualized
percentage of average loans outstanding, net charge-offs were .19% and .24% in the third quarter of 2016 and 2015,
respectively, and .11% in the second quarter of 2016.
M&T had total assets of $126.8 billion at September 30, 2016 and $123.8 billion at June 30, 2016, up from $97.8 billion at
September 30, 2015. Total deposits increased to $98.1 billion at the recent quarter-end from $72.9 billion at September 30,
2015 and $94.7 billion at June 30, 2016. Total shareholders' equity rose 26% to $16.3 billion at September 30, 2016 from
$12.9 billion a year earlier.
The foregoing is only a summary and is not intended to be a comprehensive statement of M&T's unaudited preliminary
financial results. Interim financial statements as of and for the period ended September 30, 2016 will be included in our
Quarterly Report on Form 10-Q to be filed with the SEC.

S-2
Table of Contents
Sum m a ry of t he Offe ring
The following summary contains basic information about the depositary shares 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 depositary
shares and the Preferred Stock, you should read "Description of the Depositary Shares" and "Description of Series F 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.

I ssue r
M&T Bank Corporation.

Se c urit ie s Offe re d
500,000 depositary shares, each representing a 1/10th ownership interest in a share of our
Perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series F, with a
liquidation preference of $10,000 per share (equivalent to $1,000 per depositary share). Each
depositary share entitles the holder to a proportional fractional interest in the Preferred Stock
represented by that depositary share, including dividend, voting, redemption and liquidation
rights; all such rights must be exercised through the depositary.

Divide nds
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, out of assets legally
available for payment, noncumulative cash dividends based on the liquidation preference of
$10,000 per share of Preferred Stock (equivalent to $1,000 per depositary share).

If declared by our board of directors or any duly authorized committee of our board, we will
pay dividends on the Preferred Stock (i) during the period from the issue date of the
Preferred Stock to, but excluding, November 1, 2026 (the "Fixed Rate Period"), semi-
annually, in arrears, on May 1 and November 1 of each year, beginning on May 1, 2017, and
(ii) during the period from November 1, 2026 through the redemption date of the Preferred

Stock, if any (the "Floating Rate Period"), quarterly, in arrears, on February 1, May 1, August
1 and November 1 of each year, beginning on February 1, 2027 (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 a "dividend
period," provided that the initial dividend period will be the period from and including the
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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) 5.125% per annum for each dividend period during the Fixed Rate Period and (ii) three-

month LIBOR, plus a spread of 3.52% per annum for each quarterly dividend period during
the Floating Rate Period.

S-3
Table of Contents
Dividends on the Preferred Stock will not be cumulative. Accordingly, if for any reason our
board of directors or any duly authorized committee of our board of directors does not
declare a dividend on the Preferred Stock for a dividend period prior to the related dividend
payment date, that dividend will not accrue, and we will have no obligation to pay a dividend

for that dividend period on the applicable dividend payment date or at any time in the future,
whether or not our board of directors or a duly authorized committee of our board of directors
declares a dividend on the Preferred Stock or any other series of our preferred stock or
common stock for any future dividend period. In such a case no dividend will be paid on the
depositary shares.

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 rules, or for which we have not received any applicable
regulatory consents or non-objections.

Re de m pt ion
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 November 1, 2026 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 $10,000 per share (equivalent to
$1,000 per depositary 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 or pursuant to the capital rules
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 F Preferred Stock--Redemption" for more information.

Liquida t ion Right s
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 $10,000 per share (equivalent to $1,000 per depositary 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

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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
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holders of the Preferred Stock and any stock having the same rank as the Preferred Stock

are paid in full, they will 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 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.

V ot ing Right s
Holders of depositary shares do not have voting rights and will not be entitled to elect any
directors, except with respect to authorizing or increasing stock ranking senior to the
Preferred 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 (or one tenth of a vote per depositary shares) 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 F Preferred Stock--
Voting Rights" and "Description of the Depositary Shares--Voting the Preferred Stock."

Ra nk ing
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.

Pre e m pt ive a nd Conve rsion Neither holders of the depositary shares nor holders of the Preferred Stock will have any
Right s
preemptive or conversion rights.

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

T a x Conse que nc e s
For discussion of the tax consequences relating to the Preferred Stock, see "Certain U.S.
Federal Income Tax Considerations" in this prospectus supplement.

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U se of Proc e e ds
We intend to use the net proceeds of this offering for general corporate purposes, which
may include redemption of our outstanding Perpetual 6.875% Non-Cumulative Preferred
Stock, Series D ("Series D Preferred Stock").

Re gist ra r
Wilmington Trust, National Association.

De posit a ry
Wilmington Trust, National Association.

T ra nsfe r Age nt
Wilmington Trust, National Association.

Ca lc ula t ion Age nt
We will appoint a calculation agent for the Preferred Stock prior to the commencement of
the Floating Rate Period.

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Risk Fa c t ors
An investment in the depositary shares 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, 2015. 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.
Y ou a re m a k ing a n inve st m e nt de c ision a bout t he de posit a ry sha re s a s w e ll a s our
Pre fe rre d St oc k .
As described in this prospectus supplement, we are issuing depositary shares representing fractional interests in shares of our
Preferred Stock. The depositary will rely solely on the payments it receives on the Preferred Stock to fund all payments on the
depositary shares. You should review carefully the information in this prospectus supplement and the accompanying prospectus
regarding both the depositary shares and the Preferred Stock.
T he Pre fe rre d St oc k is a n e quit y se c urit y a nd is subordina t e t o our e x ist ing a nd fut ure
inde bt e dne ss.
The shares of Preferred Stock are equity interests in M&T and do not constitute indebtedness. This means that the depositary
shares, which represent proportional fractional interests in the shares of 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 June 30, 2016,
our indebtedness and obligations, on an unconsolidated basis, totaled approximately $515 million.
Our a bilit y t o pa y divide nds on t he Pre fe rre d St oc k m a y be lim it e d.
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. 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."
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) notwithstanding scheduled dividend payment dates, dividends are payable only when
and if declared by our board of directors or a duly authorized committee of our board of directors, (2) as a corporation, we are
subject to restrictions on dividend payments and redemption payments out of lawfully available assets and (3) as a bank holding
company, our ability to declare and pay dividends is

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also dependent on certain federal regulatory considerations. Federal banking laws also regulate the amount of dividends that may
be paid by our banking subsidiaries without prior regulatory approval.
Our a bilit y t o pa y divide nds de pe nds upon t he re sult s of ope ra t ions of our subsidia rie s.
We are a financial holding company and conduct substantially all of our operations through subsidiaries. In particular, M&T Bank
represented 99% of our consolidated assets as of June 30, 2016. 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
transactions with us or some of our other subsidiaries.
In addition, our right to participate in any distribution of assets from any subsidiary, upon the subsidiary's liquidation or otherwise, is
subject to the prior claims of creditors of that subsidiary, except to the extent that we are recognized as a creditor of that
subsidiary. As a result, the Preferred Stock will be effectively subordinated to all existing and future liabilities of our subsidiaries.
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