M&T BANK CORPORATION
One M&T Plaza
Buffalo, New York 14203

Notice of 2007 Annual Meeting of Stockholders
and
Proxy Statement

M&T BANK CORPORATION
One M&T Plaza
Buffalo, New York 14203

March 5, 2007

Dear Stockholder,

You are cordially invited to attend the 2007 Annual Meeting of Stockholders of M&T Bank Corporation. Our annual meeting will be held on the 10th floor of One M&T Plaza in Buffalo, New York on Tuesday, April 17, 2007 at 11:00 a.m.

Stockholders will be asked to elect 20 directors and ratify the appointment of PricewaterhouseCoopers LLP as our independent public accountant for the year ending December 31, 2007. Information about the nominees for director and PricewaterhouseCoopers LLP can be found in the attached proxy statement.

Whether or not you presently plan to attend the meeting, please indicate your vote by using the enclosed proxy card or by voting by telephone or the Internet. You may withdraw your proxy if you attend the meeting and wish to vote in person.

We urge you to vote for the election of all 20 nominees and to ratify the appointment of PricewaterhouseCoopers LLP as the independent public accountant of M&T Bank Corporation.

ROBERT G. WILMERS
Chairman of the Board and
Chief Executive Officer

YOUR VOTE IS IMPORTANT

It is important that your shares be represented and voted at the Annual Meeting of Stockholders. Stockholders whose shares are held in registered form have a choice of using a traditional proxy card or voting by telephone or the Internet, as described on your proxy card. Stockholders or other beneficial owners of shares whose shares are held in the name of a broker, bank or other holder of record must vote using the form of proxy sent by the nominee. Check your proxy card or the information forwarded by your broker, bank or other holder of record to see which options are available to you. Any stockholder present at the meeting may withdraw his or her proxy and vote personally on any matter properly brought before the meeting.

DISCONTINUE DUPLICATE MAILINGS

M&T Bank Corporation currently provides annual reports to stockholders who receive proxy statements. If you are a stockholder of record and have more than one account in your name or at the same address as other stockholders of record, you may authorize M&T Bank Corporation to discontinue mailings of multiple annual reports and proxy statements. To discontinue duplicate mailings, please either mail your request to M&T Bank Corporation, Attention: Shareholder Relations, One M&T Plaza, Buffalo, New York 14203, or send your request to Shareholder Relations via electronic mail at ir@mandtbank.com.

M&T BANK CORPORATION
One M&T Plaza
Buffalo, New York 14203

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TIME		11:00 a.m., local time, on Tuesday, April 17, 2007.
PLACE		One M&T Plaza
		10th Floor
		Buffalo, New York 14203
ITEMS OF BUSINESS		(1) To elect 20 directors for a term of one (1) year and until their successors have been elected and qualified.
		(2) To ratify the appointment of PricewaterhouseCoopers LLP as the independent public accountant of M&T Bank Corporation for the year ending December 31, 2007.
		(3) To transact such other business as may properly come before the meeting and any adjournments thereof.
RECORD DATE		Holders of the Common Stock of record at 5:00 p.m., Eastern Standard Time, on February 28, 2007 are entitled to vote at the meeting.
VOTING		It is important that your shares be represented and voted at the meeting. You can vote your shares by proxy by using one of the following methods: mark, sign, date and promptly return the enclosed proxy card in the postage-paid envelope furnished for that purpose, or vote by telephone or the Internet using the instructions on the enclosed proxy card. Any proxy may be revoked in the manner described in the accompanying Proxy Statement at any time prior to its exercise at the Annual Meeting of Stockholders. Any stockholder present at the meeting may withdraw his or her proxy and vote personally on any matter properly brought before the meeting.

March 5, 2007		MARIE KING
		Corporate Secretary

Table of Contents

		Page
INTRODUCTION			1
VOTING RIGHTS			1
PRINCIPAL BENEFICIAL OWNERS OF SHARES			2
ELECTION OF DIRECTORS			4
NOMINEES FOR DIRECTOR			4
PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT PUBLIC ACCOUNTANT OF M&T BANK CORPORATION			9
Audit Fees			9
Audit-Related Fees			9
Tax Fees			9
All Other Fees			9
Policy on Audit and Risk Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Public Accountant			10
STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS			11
Section 16(a) Beneficial Ownership Reporting Compliance			12
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS			13
Compensation Discussion and Analysis			13
Overview of M&T Bank Corporation			13
Overview and Objectives of Executive Compensation Programs			13
Salaries			15
Annual Cash Incentives			15
Stock-Based Compensation			15
Perquisites and Other Personal Benefits			17
Retirement and Other Benefits			17
Tax Matters			18
Nomination, Compensation and Governance Committee Report			19
Summary Compensation Table			20
Grants of Plan-Based Awards			22
Outstanding Equity Awards at Fiscal Year-End			23
Options Exercised and Stock Vested			26
Pension Benefits			27
Overview of Pension Plan			27
Explanation of Pension Benefits Table			28
Qualified Pension Plan			28
Supplemental Pension Plan			30
Individual Pension Agreements			31

		Page
Nonqualified Deferred Compensation			32
Overview of Nonqualified Deferred Compensation Plans			32
Retirement Savings Plan			33
Qualified 401(k) Plan			33
Qualified RAA			33
Supplemental Retirement Savings Plan			34
Supplemental 401(k) Plan			34
Supplemental RAA			34
Deferred Bonus Plan			35
Post-Employment Benefits			36
Severance Pay Plan			36
Accelerated Vesting of Equity Awards			36
Conditions to Receipt of Post-Employment Benefits			36
Director Compensation			37
M&T Bank Corporation Directors’ Fees			38
M&T Bank Directors’ Fees			39
Nonqualified Deferred Compensation Arrangements			39
TRANSACTIONS WITH DIRECTORS AND EXECUTIVE OFFICERS			39
CORPORATE GOVERNANCE OF M&T BANK CORPORATION			40
BOARD OF DIRECTORS, COMMITTEES OF THE BOARD AND ATTENDANCE			40
Board of Directors, Determination of Independence and Attendance			40
Executive Sessions of the Board of Directors			41
Audit and Risk Committee			42
Report of the Audit and Risk Committee			42
Nomination, Compensation and Governance Committee			43
Nomination, Compensation and Governance Committee Interlocks and Insider Participation			44
Executive Committee			45
CODES OF BUSINESS CONDUCT AND ETHICS			45
AVAILABILITY OF CORPORATE GOVERNANCE GUIDELINES			46
SOLICITATION COSTS			46
STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS			46
STOCKHOLDER PROPOSALS			46
NOTICE PURSUANT TO SECTION 726(d) OF THE NEW YORK BUSINESS CORPORATION LAW			46
OTHER MATTERS			46
APPENDIX A – AUDIT AND RISK COMMITTEE CHARTER			A-1
APPENDIX B – NOMINATION, COMPENSATION AND GOVERNANCE COMMITTEE CHARTER			B-1

M&T BANK CORPORATION

PROXY STATEMENT

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of M&T Bank Corporation of proxies in the accompanying form for use at the 2007 Annual Meeting of Stockholders or any adjournment or adjournments thereof.

The Annual Meeting of Stockholders of M&T Bank Corporation will be held on the 10th floor of One M&T Plaza in Buffalo, New York on Tuesday, April 17, 2007, at 11:00 a.m., local time. M&T Bank Corporation’s mailing address is One M&T Plaza, Buffalo, New York 14203, and its telephone number is (716) 842-5445.

This Proxy Statement and the accompanying form of proxy are first being sent to stockholders of record on or about March 5, 2007. A copy of M&T Bank Corporation’s Annual Report for 2006, including financial statements, has either previously been delivered or accompanies this Proxy Statement, but is not part of the proxy solicitation materials.

VOTING RIGHTS

Stockholders of record at 5:00 p.m., Eastern Standard Time, on February 28, 2007 are entitled to vote at the Annual Meeting. At that time, M&T Bank Corporation had outstanding 109,556,206 shares of common stock, $0.50 par value per share (“Common Stock”). Each share of Common Stock is entitled to one vote. Shares may not be voted at the meeting unless the owner is present or represented by proxy. A stockholder can be represented through the return of a physical proxy or by utilizing the telephone or Internet voting procedures. The telephone and Internet voting procedures are designed to authenticate stockholders by use of a control number and allow stockholders to confirm that their instructions have been properly recorded. The method by which you vote will in no way limit your right to vote at the Annual Meeting if you later decide to attend in person. A stockholder giving a proxy may revoke it at any time before it is exercised by giving written notice of such revocation or by delivering a later dated proxy, in either case, to Marie King, Corporate Secretary, at the address set forth above, or by the vote of the stockholder in person at the Annual Meeting.

Proxies will be voted in accordance with the stockholder’s direction, if any. Unless otherwise directed, proxies will be voted in favor of the election as directors of the persons named under the caption “NOMINEES FOR DIRECTOR” and in favor of ratifying the appointment of PricewaterhouseCoopers LLP as the independent public accountant of M&T Bank Corporation for the year ending December 31, 2007.

The presence in person or by proxy of the holders of a majority of the outstanding Common Stock will constitute a quorum for the transaction of business at the meeting. Broker non-votes will be counted as being present or represented at the meeting for purposes of establishing a quorum.

The vote of a plurality of the shares of Common Stock present or represented at the meeting is required for the election of directors, assuming a quorum is present or represented at the meeting. If, however, a director does not receive a

majority of the votes cast (which includes votes to withhold but excludes abstentions), that director would be required to tender his or her resignation to the Board of Directors for consideration in accordance with the bylaws of M&T Bank Corporation.

The vote of a majority of the votes cast at the meeting is required to ratify the appointment of PricewaterhouseCoopers LLP as the independent public accountant of M&T Bank Corporation for the year ending December 31, 2007, assuming a quorum is present or represented at the meeting. An abstention with respect to the ratification of PricewaterhouseCoopers LLP as the independent public accountant of M&T Bank Corporation will not constitute a vote cast and therefore will not affect the outcome of the vote on the ratification of PricewaterhouseCoopers LLP as the independent public accountant of M&T Bank Corporation.

Broker non-votes will not constitute votes cast for purposes of determining, and therefore will have no effect on, the outcome of the vote for the election of directors or the ratification of PricewaterhouseCoopers LLP as the independent public accountant of M&T Bank Corporation.

PRINCIPAL BENEFICIAL OWNERS OF SHARES

The following table sets forth certain information with respect to all persons or groups known by M&T Bank Corporation to be the beneficial owners of more than 5% of its outstanding Common Stock as of February 28, 2007.

				Amount
				and Nature
				of Beneficial				Percent
Name and address of beneficial owner				Ownership				of class
Allied Irish Banks, p.l.c.		Bankcentre, Ballsbridge			26,700,000	(1)			24.37	%
		Dublin 4, Ireland
Robert G. Wilmers and others:
R.I. REM Investments S.A.		Eskildsen & Eskildsen			4,513,200				4.12	%
		Calle 50
		102 Edifico Universal Planta Baja
		Panama
Interlaken Foundation		2214 Massachusetts Ave., N.W.			85,270			less than		1%
		Washington, D.C. 20008
St. Simon Charitable		2214 Massachusetts Ave., N.W.			173,607			less than		1%
Foundation		Washington, D.C. 20008
Roche Foundation		One M&T Plaza, 19th floor			91,383			less than		1%
		Buffalo, NY 14203
West Ferry Foundation		One M&T Plaza, 19th floor			177,480			less than		1%
		Buffalo, NY 14203
Elisabeth Roche Wilmers		One M&T Plaza, 19th floor			502,610			less than		1%
		Buffalo, NY 14203
Robert G. Wilmers		One M&T Plaza, 19th floor
		Buffalo, NY 14203			5,088,572				4.62	%
Group Total					10,631,382	(2)			9.18	%
Berkshire Hathaway Inc.		1440 Kiewit Plaza			6,708,760	(3)			6.12	%
		Omaha, NE 68131

M&T Bank Corporation is the sponsor of various employee benefit plans that hold an aggregate amount of 2,904,021 shares of Common Stock as of February 28, 2007, of which its principal banking subsidiary, Manufacturers and Traders Trust Company (“M&T Bank”), has sole voting authority over 327,923 of such shares. The remaining 2,576,098 shares of Common Stock are voted by the trustee of the applicable employee benefit plan pursuant to the instructions of the participants in accordance with the terms of such plan. Certain of the directors and executive officers of M&T Bank Corporation hold indirect beneficial interests in the holdings of these employee benefit plans. See also footnote (5) in the table set forth under the caption “STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS.”

ELECTION OF DIRECTORS

Shares represented by properly executed proxies will be voted, unless such authority is withheld, for the election as directors of M&T Bank Corporation of the following 20 persons recommended by the Board of Directors, to hold office until the 2008 Annual Meeting of Stockholders and until their successors have been elected and qualified. Each of the nominees listed below was elected at the 2006 Annual Meeting of Stockholders, except for Mr. Czarnecki, who was elected as a director effective January 1, 2007.

In accordance with its rights under the Agreement and Plan of Reorganization dated September 26, 2002 by and among M&T Bank Corporation, AIB and Allfirst Financial Inc. (“Allfirst”), pursuant to which M&T Bank Corporation acquired Allfirst on April 1, 2003, AIB has designated Michael D. Buckley, Colm E. Doherty, Richard G. King and Eugene J. Sheehy (the “AIB Designees”) as nominees to stand for election as directors of M&T Bank Corporation.

If any nominee for any reason should become unavailable for election or if a vacancy should occur before the election (which events are not expected), it is intended that the shares represented by the proxies will be voted for such other person, if any, as the Nomination, Compensation and Governance Committee shall designate. In the event that any of the AIB Designees are unable to serve as directors for any reason, AIB has the right to designate replacements and the shares represented by the proxies will be voted for such designee or designees.

The principal occupation of each of the nominees for the last five years is listed below. The information with respect to the nominees is as of February 28, 2007, and includes each nominee’s affiliations with M&T Bank Corporation’s subsidiary banks, M&T Bank and M&T Bank, National Association (“M&T Bank, N.A.”), and with M&T Bank’s principal operating subsidiaries.

NOMINEES FOR DIRECTOR

BRENT D. BAIRD is 68, is a member of the Executive and the Nomination, Compensation and Governance Committees and has been a director since 1983.

Mr. Baird is a private investor. He is a director of M&T Bank and a member of its Executive and Trust and Investment Committees. Mr. Baird is a director of M&T Financial Corporation and a member of M&T Bank’s Directors Advisory Council-New York City Division. He is president of First Carolina Investors, Inc., a non-diversified investment company. Mr. Baird is also a director of Merchants Group, Inc. and Todd Shipyards Corporation.

ROBERT J. BENNETT is 65, is a member of the Executive Committee and has been a director since 1998.

Mr. Bennett is a director of M&T Bank and a member of its Executive and Trust and Investment Committees. He is a member of M&T Bank’s Directors Advisory Council-Syracuse Division. Mr. Bennett served as chairman of the board of M&T Bank Corporation from April 1, 1998 until his retirement on July 18, 2000. He was chairman of the board, president and chief executive officer of ONBANCorp, Inc. and its main bank subsidiary from May 1989 until M&T Bank Corporation’s acquisition of ONBANCorp, Inc. on April 1, 1998. Mr. Bennett is a private investor, a principal of Wooded Valley Estates, LLC II, and is a director of Farmers and Traders Life Insurance Company, Welch Allyn Holdings, Inc., and Hand Held Products, Inc.

C. ANGELA BONTEMPO is 66, is a member and the chair of the Audit and Risk Committee and has been a director since 1991.

Ms. Bontempo is the president, chief executive officer and a director of Saint Vincent Health System, located in Erie, Pennsylvania. From 1998 to June 2001, she was president and chief executive officer of Bryant & Stratton College, a system of colleges headquartered in Buffalo, New York. From 1994 through 1998, Ms. Bontempo served as senior vice president and executive director of the Roswell Park Cancer Institute. She is a director of M&T Bank and a member and the chair of its Examining Committee. Ms. Bontempo is also a member of the advisory board of Ciminelli Development Company, Inc., and is a director of Bryant & Stratton College, the Pennsylvania Catholic Health Association, the Vantage Holding Group, LLC, and a board member of Healthcare Association of Pennsylvania.

ROBERT T. BRADY is 66, is a member of the Nomination, Compensation and Governance Committee and has been a director since 1994.

Mr. Brady is chairman of the board of directors and chief executive officer of Moog Inc., a worldwide manufacturer of control systems and components for aircraft, satellites and automated machinery. He is a director of M&T Bank. Mr. Brady is a director of Seneca Foods Corporation, National Fuel Gas Company and Astronics Corporation. He is also a director of the Buffalo Niagara Partnership, a director of the Albright-Knox Art Gallery and serves as a trustee of the University at Buffalo Foundation, Inc.

MICHAEL D. BUCKLEY is 62, is a member of the Executive and Nomination, Compensation and Governance Committees and has been a director since 2003.

Mr. Buckley retired as group chief executive and as a director of Allied Irish Banks, p.l.c. on June 30, 2005. He was a director of Allied Irish Banks, p.l.c. since 1995. Mr. Buckley was a former managing director of the AIB Poland Division and of the AIB Capital Markets Division. He is a director of M&T Bank and a member of its Executive and Trust and Investment Committees. Mr. Buckley is also a director of DCC plc, a business support services company quoted on the Dublin and London stock exchanges. He chairs a group which advises the Irish government on its enterprise agenda. Mr. Buckley is a senior advisor to a number of privately-held companies and sits on the board of the Irish Chamber Orchestra.

T. JEFFERSON CUNNINGHAM III is 64 and has been a director since 2001.

Mr. Cunningham is a director of M&T Bank, a member of M&T Bank’s Community Reinvestment Act Committee and a member and the chairman of M&T Bank’s Directors Advisory Council-Hudson Valley Division. He assumed his positions with M&T Bank Corporation and M&T Bank upon M&T Bank Corporation’s acquisition of Premier National Bancorp, Inc. (“Premier”) on February 9, 2001. From 1994 through February 9, 2001, Mr. Cunningham served as chairman of the board and chief executive officer of Premier and its bank subsidiary, Premier National Bank, and of Premier’s predecessor, Hudson Chartered Bancorp, Inc. Mr. Cunningham is chairman and chief executive officer of Magnolia Capital Management, Ltd., a trustee of Boscobel Restoration, Inc., a trustee of Open Space Institute, an advisory director of the Hudson River Valley Greenway Communities Council, and a member of the management council of the Hudson Valley Economic Development Corp.

MARK J. CZARNECKI is 51 and has been a director since 2007.

Mr. Czarnecki is the president and a director of M&T Bank, and is chairman of its Trust and Investment Committee. Prior to his appointment as the president of M&T Bank Corporation and

M&T Bank on January 1, 2007, he served as an executive vice president of M&T Bank Corporation and M&T Bank and was in charge of the M&T Investment Group and M&T Bank’s retail banking network. Mr. Czarnecki is an executive vice president and a director of M&T Bank, N.A., a director of the MTB Group of Funds and a director and officer of a number of principal subsidiaries of M&T Bank. He serves as chairman of the board of trustees of M&T Bank’s partner school, Westminster Community Charter School, and is a trustee of the University at Buffalo Council.

COLM E. DOHERTY is 48 and has been a director since 2005.

Mr. Doherty is the managing director of AIB Capital Markets plc and has been a director of Allied Irish Banks, p.l.c. since 2003. He is a director of M&T Bank. Mr. Doherty is a member of the board of Allied Energy Holdings, Commerzbank Europe and the Worldwide Opportunity Fund.

RICHARD E. GARMAN is 76, is a member of the Executive Committee and has been a director since 1987.

Mr. Garman is a former president of R&P Oak Hill, LLC, a real estate company, former president of Newbery Alaska, Inc., an electrical contractor, and former managing partner of R.E.G. LLC, a private investment company. Prior to July 19, 2000, he was president and chief executive officer of A.B.C. Paving Co., Inc. and Buffalo Crushed Stone, Inc. Mr. Garman is a director of M&T Bank and a member of its Executive and Trust and Investment Committees. He is also a director of the Buffalo Niagara Partnership and the Greater Frontier Council of the Boy Scouts of America.

DANIEL R. HAWBAKER is 67 and has been a director since 2000.

Mr. Hawbaker is the president and chief executive officer of Glenn O. Hawbaker, Inc., a heavy construction services and products company located in State College, Pennsylvania. He is a director of M&T Bank and a member of its Community Reinvestment Act Committee. Mr. Hawbaker had served as a director of Keystone Financial Bank, N.A. and its predecessor from 1989 through M&T Bank Corporation’s acquisition of Keystone Financial Inc. (“Keystone”) on October 6, 2000.

PATRICK W.E. HODGSON is 66, is a member of the Audit and Risk Committee and has been a director since 1987.

Mr. Hodgson is president of Cinnamon Investments Limited, a private investment company with real estate and securities holdings. He is a director and chairman of the board of Todd Shipyards Corporation. Mr. Hodgson is a director and a member of the Examining Committee of M&T Bank. He is a director of First Carolina Investors, Inc.

RICHARD G. KING is 62, is a member of the Audit and Risk Committee and has been a director since 2000.

Mr. King is president, chief operating officer and a director of Utz Quality Foods, Inc., a manufacturer and distributor of salted snack foods located in Hanover, Pennsylvania. He is a director of M&T Bank and a member of its Examining Committee. Mr. King had served as a director of Keystone from 1997 and as director of Keystone Financial Bank, N.A. from 1999 through M&T Bank Corporation’s acquisition of Keystone. He is also a director of Hanover Lantern, Inc. and High Industries, Inc.

REGINALD B. NEWMAN, II is 69, is a member of the Audit and Risk Committee and has been a director since 1998.

Mr. Newman is chairman of the board of NOCO Energy Corp., a distributor of petroleum products based in Buffalo, New York. He is a director and member of the Examining Committee of M&T Bank. Mr. Newman is a

director of Dunn Tire LLC and Taylor Devices, Inc. and a director and chairman of Rand Capital Corp. He also serves as a trustee and chairman of the University at Buffalo Foundation, Inc.

JORGE G. PEREIRA is 73 and has been a director since 1982. He is the vice chairman of the board of M&T Bank Corporation and is a member and the chairman of its Nomination, Compensation and Governance Committee.

Mr. Pereira is a private investor. He is a vice chairman of the board and a director of M&T Bank. Mr. Pereira also serves as the “lead outside director” of the board of M&T Bank Corporation and has been designated as the presiding director of the non-management directors of M&T Bank Corporation when they meet in executive sessions without management.

MICHAEL P. PINTO is 51 and has been a director since 2003. He is a vice chairman of the board of M&T Bank Corporation.

Mr. Pinto is a vice chairman and a director of M&T Bank, chairman and chief executive officer of M&T Bank’s Mid-Atlantic Division, and executive vice president and a director of M&T Bank, N.A. He is also a director and officer of a number of principal subsidiaries of M&T Bank. Mr. Pinto joined M&T Bank in 1985 as an executive associate. He is a member of the board of trustees of Mercy Health Services, Inc. and a member of the board of directors of the Economic Alliance of Greater Baltimore.

ROBERT E. SADLER, JR. is 61 and has been a director since 1999. He is a vice chairman of the board of M&T Bank Corporation.

Mr. Sadler is a vice chairman of the board of M&T Bank. Prior to January 1, 2007, he also served as president and chief executive officer of M&T Bank Corporation and M&T Bank. Mr. Sadler serves as a director of Gibraltar Industries, Inc. and Security Mutual Life Insurance Company of New York.

EUGENE J. SHEEHY is 52 and has been a director since 2003.

Mr. Sheehy is the group chief executive of Allied Irish Banks, p.l.c. and has been a director since 2005. He is a director of M&T Bank. From April 1, 2003 until April 1, 2005, Mr. Sheehy was the chairman and chief executive officer of M&T Bank’s Mid-Atlantic Division. Prior to April 1, 2003, he served as chief executive officer of AIB’s USA Division from March 14, 2002 and chairman of the board of Allfirst from April 30, 2002. Mr. Sheehy also served as president and chief executive officer of Allfirst Bank from July 31, 2002 through the date of the Allfirst acquisition. Prior to March 14, 2002, Mr. Sheehy was the managing director of AIB Bank Republic of Ireland.

STEPHEN G. SHEETZ is 59 and has been a director since 2000.

Mr. Sheetz is chairman of Sheetz, Inc., the owner of a chain of convenience stores operating in six Mid-Atlantic and northeastern states. He is a director of M&T Bank and a member of its Community Reinvestment Act Committee. Mr. Sheetz had served as a director of Keystone Financial Bank, N.A. and its predecessor from 1984 through M&T Bank Corporation’s acquisition of Keystone. He is also a director of QuikTrip Corporation and Eat‘n Park Restaurants.

HERBERT L. WASHINGTON is 56, is a member of the Audit and Risk Committee and has been a director since 1996.

Mr. Washington is president of H.L.W. Fast Track, Inc., the owner and operator of twenty-one McDonald’s Restaurants located in Ohio and Pennsylvania. He is also the owner of Syracuse Minority Television, Inc. Mr. Washington is a director and a member of the Examining Committee of M&T Bank. He is a member of the board of directors of the Youngstown Chamber of Commerce.

ROBERT G. WILMERS is 72 and has been a director since 1982. He is the chairman of the board and chief executive officer of M&T Bank Corporation, and is the chairman of its Executive Committee.

Mr. Wilmers is the chairman of the board and chief executive officer of M&T Bank, chairman of its Executive Committee and a member of its Trust and Investment Committee. He is a director of Allied Irish Banks, p.l.c. Mr. Wilmers is also a director of The Business Council of New York State, Inc., the Financial Services Roundtable and the Andy Warhol Foundation.

The Board of Directors recommends a vote FOR the election of all 20 nominees.

The voting requirements with respect to the election of directors are specified under the caption “VOTING RIGHTS.”

PROPOSAL TO RATIFY THE APPOINT-MENT OF PRICEWATERHOUSE-COOPERS LLP AS THE INDEPENDENT PUBLIC ACCOUNTANT OF M&T BANK CORPORATION

On February 20, 2007, the Audit and Risk Committee selected PricewaterhouseCoopers LLP, certified public accountants, as the principal independent public accountant of M&T Bank Corporation for the year 2007, a capacity in which it has served since 1984.

Although stockholder approval of the selection of the independent public accountant is not required by law, M&T Bank Corporation has determined that it is desirable to request that the stockholders ratify the Audit and Risk Committee’s appointment of PricewaterhouseCoopers LLP as M&T Bank Corporation’s independent public accountant for the year ending December 31, 2007. In the event the stockholders fail to ratify the appointment, the Audit and Risk Committee will reconsider this appointment and make such a determination as it believes to be in M&T Bank Corporation’s and its stockholders’ best interests. Even if the appointment is ratified, the Audit and Risk Committee, in its discretion, may direct the appointment of a different independent public accountant at any time during the year if the Audit and Risk Committee determines that such a change would be in M&T Bank Corporation’s and its stockholders’ best interests.

Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting of Stockholders. The representatives may, if they wish, make a statement and, it is expected, will be available to respond to appropriate questions.

Following is a summary of the fees billed to M&T Bank Corporation by Pricewaterhouse-Coopers LLP for professional services rendered during 2006 and 2005, which fees totaled $2,657,485 and $2,272,480, respectively, and are categorized in accordance with the SEC’s rules on auditor independence as follows:

Audit Fees. Fees billed by Pricewaterhouse-Coopers LLP for services rendered for the audit of M&T Bank Corporation’s annual consolidated financial statements as of and for the years ended December 31, 2006 and 2005, for its review of M&T Bank Corporation’s quarterly consolidated financial statements during 2006 and 2005, and for other audit and attest services in connection with statutory and regulatory filings as of and for the years ended December 31, 2006 and 2005, totaled $2,117,200 and $1,873,445, respectively.

Audit-Related Fees. Fees billed by Pricewater-houseCoopers LLP for audit-related services, including audits of employee benefit plans and other attestation services that are not required by statute or regulation rendered to M&T Bank Corporation totaled $252,500 and $294,960 for the years ended December 31, 2006 and 2005, respectively. Of the audit-related fees billed for the years ended December 31, 2006 and 2005, all services were pre-approved by the Audit and Risk Committee.

Tax Fees. Fees billed by Pricewaterhouse-Coopers LLP for tax compliance, planning and consulting totaled $190,425 and $87,475 for the years ended December 31, 2006 and 2005, respectively. Of the tax fees billed for the years ended December 31, 2006 and 2005, all services were pre-approved by the Audit and Risk Committee.

All Other Fees. PricewaterhouseCoopers LLP billed a total of $97,360 for the year ended December 31, 2006 primarily for certain senior management training programs and for internal audit software licensing fees. PricewaterhouseCoopers LLP also billed a total of $16,600 for the year ended December 31, 2005 for internal audit software licensing fees. All fees billed in this category for the years ended December 31, 2006 and 2005 were pre-approved by the Audit and Risk Committee.

In addition to the above services, PricewaterhouseCoopers LLP directly billed certain common trust funds sponsored by M&T Bank Corporation a total of $134,600 and $124,500 for the years ended December 31, 2006 and 2005, respectively, primarily for audits of annual common trust fund financial statements. The Audit and Risk Committee has determined that PricewaterhouseCoopers LLP’s provision of professional services is compatible with maintaining its independence. No fees were billed and no services were provided by PricewaterhouseCoopers LLP during 2006 and 2005 for financial information systems design and implementation.

Policy on Audit and Risk Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Public Accountant. Beginning for the year ended December 31, 2003, M&T Bank Corporation instituted a policy that the Audit and Risk Committee pre-approve all audit and permissible non-audit services provided by the independent public accountant. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally detailed as to the particular service or category of services and is generally subject to a specific budget range. The independent public accountant and management are required to periodically report to the Audit and Risk Committee regarding the extent of services provided by the independent public accountant in accordance with this pre-approval policy, and the fees for the services performed to date. The Audit and Risk Committee may also pre-approve additional services on a case-by-case basis. In the period between meetings of the Audit and Risk Committee, the Chair of the Audit and Risk Committee is authorized to pre-approve such services on behalf of the Audit and Risk Committee provided that such pre-approval is reported to the Audit and Risk Committee at its next regularly scheduled meeting.

Before selecting PricewaterhouseCoopers LLP, the Audit and Risk Committee considered PricewaterhouseCoopers LLP’s qualifications as independent public accountants. This included a review of the qualifications of the engagement team, the quality control procedures the firm has established, any issues raised by the most recent quality control review of the firm, as well as its reputations for integrity and competence in the fields of accounting and auditing. The Audit and Risk Committee’s review also included matters required to be considered under the SEC’s rules on auditor independence, including the nature and extent of non-audit services, to ensure that the auditor’s independence will not be impaired. The Audit and Risk Committee has considered and determined that PricewaterhouseCoopers LLP’s provision of non-audit services to M&T Bank Corporation during 2006 is compatible with and did not impair PricewaterhouseCoopers LLP’s independence.

The Board of Directors recommends a vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the independent public accountant of M&T Bank Corporation for the year ending December 31, 2007.

The voting requirements with respect to this proposal are specified under the caption “VOTING RIGHTS.”

STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS

Direct and indirect ownership of Common Stock by each of the directors, each of the executive officers who are named in the Summary Compensation Table (the “Named Executive Officers”), and by all executive officers as a group is set forth in the following table as of February 28, 2007, together with the percentage of total shares outstanding represented by such ownership. (For purposes of this table, beneficial ownership has been determined in accordance with the provisions of Rule 13d-3 under the Exchange Act, under which, in general, a person is deemed to be the beneficial owner of a security if he or she has or shares the power to vote or to direct the voting of the security or the power to dispose or to direct the disposition of the security, or if he or she has the right to acquire the beneficial ownership of the security within 60 days.)

						Percent
Name of beneficial owner		Number of shares				of class
Brent D. Baird			262,705	(1)			(15	)
Robert J. Bennett			191,097	(2)			(15	)
C. Angela Bontempo			4,660	(3)			(15	)
Robert T. Brady			3,518				(15	)
Michael D. Buckley			132	(6)			(15	)
T. Jefferson Cunningham III			18,273	(4) (5)			(15	)
Mark J. Czarnecki			225,939	(4)			(15	)
Colm E. Doherty			0	(6)			(15	)
Richard E. Garman			260,252	(7)			(15	)
Daniel R. Hawbaker			5,143	(8)			(15	)
Patrick W.E. Hodgson			53,707	(9)			(15	)
Richard G. King			12,043	(4) (6)			(15	)
Reginald B. Newman, II			5,544	(10)			(15	)
Jorge G. Pereira			1,705,823	(11)			1.56	%
Michael P. Pinto			395,964	(4) (12)			(15	)
Robert E. Sadler, Jr.			568,267	(4) (5) (13)			(15	)
Eugene J. Sheehy			1,172	(6)			(15	)
Stephen G. Sheetz			17,041				(15	)
Herbert L. Washington			5,741				(15	)
Robert G. Wilmers			5,088,572	(4) (5) (14)			4.62	%
René F. Jones			82,032	(4) (5)			(15	)
Atwood Collins, III			236,558	(4)			(15	)
All directors and executive officers as a group (30 persons)			9,767,901	(4) (5)			8.76	%

Section 16(a) Beneficial Ownership Reporting Compliance. Under Section 16(a) of the Exchange Act, M&T Bank Corporation’s directors and officers are required to report their beneficial ownership of the Common Stock and any changes in that beneficial ownership to the SEC and the New York Stock Exchange. M&T Bank Corporation believes that these filing requirements were satisfied by its directors and officers during 2006, except for Mr. Sheetz, who had one late filing (by one day) with respect to a distribution of shares of Common Stock from the 1992 Keystone Financial Inc. Directors Fees Plan (the “Keystone Directors Fees Plan”) due to a processing delay caused by the closure of the markets on January 2, 2007 . In making the foregoing statement, M&T Bank Corporation has relied on copies of the reporting forms received by it or on the written representations from such reporting persons that no forms were required to be filed under the applicable rules of the SEC.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Compensation Discussion and Analysis

Overview of M&T Bank Corporation. M&T Bank Corporation (for purposes of this Compensation Discussion and Analysis, also referred to as the “Company”) is a bank holding company that offers a wide range of commercial banking, trust and investment services to its customers. As of December 31, 2006, the company had consolidated total assets of $57.1 billion, deposits of $39.9 billion and stockholders’ equity of $6.3 billion, and employed 11,904 full-time and 1,448 part-time employees.

M&T Bank Corporation’s executive officers are the members of its Management Group. The Board of Directors has determined that the members of Management Group are the only persons, other than directors, who have the authority to participate in major policy-making functions of the company and its direct and indirect subsidiaries. As of December 31, 2006, M&T Bank Corporation had fourteen executive officers.

For purposes of this proxy statement, the Company determined that it was appropriate to include Robert G. Wilmers as a Named Executive Officer because he was appointed Chief Executive Officer of M&T Bank Corporation as of January 1, 2007 as a result of the retirement of Robert E. Sadler, Jr. as Chief Executive Officer and President on that date.

Overview and Objectives of Executive Compensation Programs. The objective of M&T Bank Corporation’s compensation programs is to attract, develop and retain executive officers capable of maximizing performance for the benefit of the Company’s stockholders. In furtherance of this objective, the Company has adopted a compensation strategy for the Named Executive Officers that provides base salaries that are below the median of the market, while emphasizing discretionary performance-based variable incentives to provide competitive compensation, such as cash bonuses that reward good performance and the achievement of annual, shorter-term objectives, and stock-based compensation that rewards longer-term contributions to the Company’s success and aligns the interests of the Named Executive Officers with those of the Company’s stockholders generally. The Company has not entered into employment agreements or separate change-of-control or severance agreements with the Named Executive Officers in connection with the Company’s compensation program because the Company does not favor treatment of the Named Executive Officers in those circumstances beyond that provided for employees generally.

M&T Bank Corporation periodically, but at least annually, compares compensation levels for the Named Executive Officers and financial performance to a group of commercial banking institutions of similar size and business makeup (the “Comparative Banks”). The Comparative Banks group is large enough to provide a reasonable basis of comparison, but can change each year due to acquisitions or growth. For 2006, M&T Bank Corporation selected for this purpose twelve commercial banking companies,¹ all twelve of which were included in the KBW 50 Index compiled by Keefe, Bruyette & Woods, Inc. in 2006.

In both 2005 and 2006 the Nomination, Compensation and Governance Committee

retained the services of Mercer Human Resource Consulting, a human resources consulting firm, to perform a competitive review of the Named Executive Officers’ compensation. This review included a review of base salaries, annual incentives and long-term incentives, including stock-based compensation. For the Named Executive Officers, the review compared their compensation to the compensation disclosed in the 2006 proxy statements of the Comparative Banks for their Named Executive Officers. Such compensation information was considered in relation to a comparison of the Company’s performance on certain key performance metrics, including total shareholder return, over both short- and long-term periods to the Comparative Banks’ performance on the same performance metrics over the same periods. For this purpose, the compensation of the Named Executive Officers was generally compared to that of the named executive officers listed in the 2006 proxy statements of the Comparative Banks having the same or substantially similar responsibilities. Throughout this “Compensation Discussion and Analysis,” the proxy information from the Comparative Banks is referred to as the “Market Compensation Information.”

In determining annual cash incentives and stock-based compensation, management and the Nomination, Compensation and Governance Committee believe that evaluating the performance of M&T Bank Corporation against its goals and the Comparative Banks after the completion of a year provides a better opportunity to align awards with performance instead of establishing formulas for those awards before the year begins. The Nomination, Compensation and Governance Committee does establish goals and objectives at the beginning of each year (“Goals and Objectives”) to evaluate the performance of the Chief Executive Officer and the other Named Executive Officers, but the amount of annual cash incentive or stock-based compensation awarded to the Chief Executive Officer or another Named Executive Officer is not directly tied to a defined level of performance. Three financial goals established within the Goals and Objectives are earnings per share growth, return on assets, and return on equity. In evaluating these three financial measures, the Nomination, Compensation and Governance Committee considers performance in the most recent fiscal year and over the last three years. Other performance measures considered within the Goals and Objectives, but not formally weighted, include (but are not limited to) composition of earnings, asset quality relative to the banking industry, responsiveness to the economic environment, achievement of business plans and cumulative stockholder return. Generally, the Company strives for performance relative to the performance of the Comparative Banks to be at or above the median on a short-term basis and consistently above the median on a long-term basis. The Company evaluates the Goals and Objectives on the basis of generally accepted accounting principles, or GAAP, and on a “net operating” basis, which allows for the impact of merger-related expenses and goodwill and core deposit and other intangible assets to be considered.

Based upon the Market Compensation Information, and with consideration of each individual’s performance, scope of responsibilities and marketability, the Chief Executive Officer and the Executive Vice President of Human Resources develop compensation recommendations with respect to each element of compensation for each Named Executive Officer (other than the Chief Executive Officer). Those recommendations are determined within the principles described below with respect to each of the compensation elements and presented to the Nomination, Compensation and Governance Committee in January of each year. The Nomination, Compensation and Governance Committee reviews the recommendations, makes changes as it deems appropriate and approves each Named Executive Officer’s compensation package. For the Chief Executive Officer, the Nomination, Compensation and Governance Committee considers the Market Compensation Information, the company’s performance over the prior year

and the long-term and various other factors, and determines and approves an appropriate level of compensation.

For the Named Executive Officers, their base salaries and total cash compensation (base salary plus annual cash incentive) generally have been below the median of the Market Compensation Information, and their total compensation (total cash compensation plus stock-based compensation or other long-term incentives) approximately at the median.

Salaries. Base salaries of the Named Executive Officers are determined by the Nomination, Compensation and Governance Committee based on the scope of responsibilities, Market Compensation Information, assessment of individual performance and expected future contributions. In line with the Company’s strategy of emphasizing variable pay, particularly long-term stock-based compensation, salaries of the Named Executive Officers have generally been set below the median of the Market Compensation Information, while certain other factors, including the unique responsibilities and performance of each Named Executive Officer, are also considered. In 2006, Mr. Sadler’s base salary was not increased because his salary had been increased significantly in June 2005 when he was named Chief Executive Officer.

Annual Cash Incentives. The Named Executive Officers participate in the M&T Bank Corporation Annual Executive Incentive Plan (the “Annual Executive Incentive Plan”), which the Nomination, Compensation and Governance Committee adopted, effective January 1, 1993. The Annual Executive Incentive Plan provides for discretionary grants of cash awards to the Named Executive Officers as determined by the Nomination, Compensation and Governance Committee.

For 2006, the Company’s performance was better than or met all but one of the three financial goals within the Goals and Objectives for 2006. In addition, results were generally better than the median performance of the Comparative Banks, in some cases significantly, on measures such as earnings per share growth on a net operating basis, and the assessment of performance on credit quality and expense control. Thus, it was the opinion of the Nomination, Compensation and Governance Committee that management was successful in managing the Company during 2006 despite a somewhat difficult economic environment. As a result, annual cash incentives were awarded in 2007 to the Named Executive Officers with respect to performance in 2006 as shown in the Summary Compensation Table. The awards to Messrs. Pinto and Collins also reflect their efforts in overseeing the significant growth of the company’s business in the Mid-Atlantic region, and Mr. Czarnecki’s award also reflects the additional responsibilities that he undertook during 2006. Nonetheless, these awards, in combination with base salaries as of December 31, 2006, resulted in total cash compensation for all of the Named Executive Officers below the median of the Market Compensation Information. As described in more detail below, this level of total cash compensation places more emphasis on stock-based compensation awards for Named Executive Officers, which the Company believes provides the most effective means for to align the interests of management with those of the Company’s stockholders.

Stock-Based Compensation. Consistent with the objective of attracting, developing and retaining executive officers capable of maximizing M&T Bank Corporation’s performance for the benefit of the Company’s stockholders, the Company provides potentially significant long-term incentive opportunities to its executive officers through discretionary grants of stock-based compensation under the M&T Bank Corporation 2005 Incentive Compensation Plan (the “2005 Incentive Compensation Plan”). In 2003, the Company began recognizing stock-based compensation as an expense in its financial statements, before such recognition was required under GAAP. The Company believes that the recognition of

that expense not only improves reporting transparency, but also further aligns the interests of management with the interests of the Company’s stockholders since that expense impacts the three financial goals within the Goals and Objectives that are considered in awarding stock-based compensation. The 2005 Incentive Compensation Plan permits the Nomination, Compensation and Governance Committee to award stock-based compensation in the form of stock options, restricted stock or performance shares. However, through 2006, the Company awarded all stock-based compensation in the form of stock options. Management and the Nomination, Compensation and Governance Committee believe stock options are an effective long-term incentive because a Named Executive Officer can profit only if the value of the Common Stock increases. In making these grants, the Nomination, Compensation and Governance Committee assesses:

	•		the Company’s past performance compared to the Goals and Objectives and future prospects,
	•		the period during which a Named Executive Officer has been in a key position with us,
	•		dilution,
	•		the market value of the Common Stock,
	•		individual performance, and
	•		Market Compensation Information and long-term incentive compensation practices among the Comparative Banks.

The Nomination, Compensation and Governance Committee determines the dollar value of stock options to be awarded to the Named Executive Officers at its meeting in January of each year, which is after the public release of earnings results for the prior fiscal year. The number of stock options awarded to the Named Executive Officers is then based on the binomial value of the stock options as of the grant date and the exercise price of those stock options is the closing price of the Common Stock on the grant date.

In addition, the Company utilizes incentive stock options that comply with Section 422 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), to the maximum extent permitted. To the extent an award of stock options exceeds what may be awarded as an incentive stock option, the balance of the award is made in the form of non-qualified stock options.

Incentive stock options provide potential tax advantages to the Named Executive Officers, compared to non-qualified options, if the shares of Common Stock acquired upon exercise of incentive stock options are held for at least the period required by Section 422 of the Internal Revenue Code. The Company believes that the tax advantages available with incentive stock options increases the likelihood that a Named Executive Officer will hold the stock received upon exercise of a stock option.

The Nomination, Compensation and Governance Committee awarded stock options for 2006 to the Named Executive Officers in January of that year based on the assessment criteria discussed above. During 2005, M&T Bank Corporation substantially met the three financial goals established by the Nomination, Compensation and Governance Committee within the Goals and Objectives for 2005. In addition, the Nomination, Compensation and Governance Committee determined that performance compared favorably to the performance of the Comparative Banks. Therefore, in accordance with the Company’s compensation objectives, because the total cash compensation for the Named Executive Officers was below the median of the Market Compensation Information, stock option awards for the Named Executive Officers in 2006 were generally above the median of the Market Compensation Information. Messrs. Sadler and Wilmers, however, declined to be considered for any stock option awards. In its determination to honor the request of Messrs. Sadler and Wilmers to not be considered for stock option awards, the

Nomination, Compensation and Governance Committee determined that, given Messrs. Sadler and Wilmers’ ownership of Common Stock, their interests were already sufficiently aligned with those of the Company’s stockholders. These awards, in combination with base salaries as of December 31, 2006, and the annual cash incentives awarded for 2006, result in total compensation for all of the Named Executive Officers that was either at or below the median of the Market Compensation Information.

As stated above, the Company believes strongly that stock option awards align executive officers’ financial interests with stockholders’ interests. However, the Company also recognizes that utilizing some restricted stock in its compensation program may enhance the value of the overall program. The use of restricted stock balances the manner in which an executive officer can be rewarded through stock-based compensation, helps the Company retain executive officers who would rather receive restricted stock than stock options, and responds to the increased use of restricted stock by other companies, including several of the Comparative Banks. We also believe that the overall value of the Company’s compensation program may be further enhanced if executive officers were given a choice between awards of stock options and restricted stock, because each executive officer would then have some ability to design a compensation program that has the most appeal to him or her. Consequently, effective for the awards in January 2007, the Company provided its executive officers a choice between receiving any award that may be made to them wholly in the form of stock options or to receive up to 50% of the value of the award in the form of restricted stock with the balance in the form of stock options. The restrictions on awards of restricted stock will lapse based on the same service-based vesting schedule used for stock options. To the extent an executive officer elects to receive restricted stock, that portion of the award will be reduced by 25% in determining the number of restricted shares awarded. The restricted stock will receive dividends that are paid and will have voting rights during the restricted period. Executive officers were required to make their election during October 2006 with respect to any award they received in January 2007.

Perquisites and Other Personal Benefits. Generally, the Company provides modest perquisites or personal benefits, and only with respect to benefits or services that are designed to assist a Named Executive Officer in being productive and focused on their duties, and which management and the Nomination, Compensation and Governance Committee believe are reasonable and consistent with the Company’s overall compensation program. Management and the Nomination, Compensation and Governance Committee periodically review the levels of perquisites or personal benefits provided to Named Executive Officers. The Nomination, Compensation and Governance Committee has determined it appropriate to pay for certain living expenses of Mr. Wilmers for one of the two cities in which we require him to work. In addition, the Nomination, Compensation and Governance Committee determined it appropriate to pay housing and moving expenses for Mr. Pinto during his relocation to Baltimore, Maryland. Given the importance of developing business relationships to our success, our Named Executive Officers are also reimbursed for initiation fees and dues they incur for club memberships deemed necessary for business purposes.

Retirement and Other Benefits. The Company maintains two tax-qualified retirement plans for its employees, one a defined benefit plan and the other a defined contribution plan. The Company has also agreed, on a contractual basis, to pay a supplemental retirement benefit to each of Messrs. Sadler and Collins. These arrangements were entered into when these executive officers were recruited to join M&T Bank Corporation in order to attract them to their positions with us. In addition, the Company maintains non-qualified defined benefit and defined contribution retirement plans to supplement retirement benefits for the Named Executive Officers because of the limitations placed on benefits under tax-qualified plans for highly compensated employees. However, in recognition of the financial benefits the Named Executive

Officers have and may accumulate from the stock-based compensation awarded to them, the non-qualified plans only provide benefits on compensation up to $350,000, increased from $235,840 effective January 1, 2006. The non-qualified plans and the contractual supplemental retirement obligations are not funded, except as benefits are actually paid to executive officers. Additional information regarding these retirement plans and arrangements is provided in this proxy statement under the discussion of 2006 Pension Benefits and 2006 Nonqualified Deferred Compensation Plans.

The Company does not believe it is appropriate to provide the Named Executive Officers with severance packages beyond what is typical to assist a senior manager to transition to another position. Consequently, the Named Executive Officers are only eligible to receive severance benefits in the event of a “qualifying event” under the M&T Bank Corporation Severance Pay Plan (the “Severance Pay Plan”) in an amount which is equivalent to at least one times their annual base salary, but not more than twice their annual base salary, and health benefit coverage for the severance period. Other than benefits that are generally available to employees, the Company typically does not maintain any individual severance or change-of-control arrangements and have none at this time. The Company’s various stock-based compensation plans provide that, upon a change of control, any employee, including the Named Executive Officers, would become fully vested in any outstanding awards that were not already vested. The Company has elected to provide such acceleration because of a belief that the principal purpose of providing executive officers with equity incentives is to align their interests with those of the Company’s stockholders and that this alignment should be enhanced, not weakened, in the context of a change-of-control. Additional information about the Severance Pay Plan and the impact of a change of control under the Company’s stock-based compensation plans is provided in this proxy statement under the heading “Severance and Change-of-Control.”

Tax Matters. Section 162(m) of the Internal Revenue Code generally denies a deduction to any publicly held corporation for compensation paid to its chief executive officer and its four other highest-paid executive officers to the extent that any such individual’s compensation exceeds $1 million, subject to certain exceptions, including one for “performance-based compensation.” Generally, the Nomination, Compensation and Governance Committee seeks to maximize executive compensation deductions for federal income tax purposes. However, the discretionary nature of our cash incentive awards may result in an amount of compensation not being deductible under Section 162(m) of the Internal Revenue Code, but management and the Nomination, Compensation and Governance Committee believe that there may be circumstances in which the provision of compensation that is not fully deductible but provides a stronger alignment of awards with performance achieved through a discretionary process warrants the expense. In 2006, Mr. Sadler received compensation of $297,163 that was nondeductible under Section 162(m) of the Internal Revenue Code.

In October 2004, the American Jobs Creation Act of 2004 was enacted, changing the tax rules applicable to nonqualified deferred compensation arrangements. While the final regulations have not yet become effective, management and the Nomination, Compensation and Governance Committee believe that the Company is operating in good faith compliance with the statutory provisions which became effective January 1, 2005. Additional information about the Company’s nonqualified deferred compensation arrangements is provided in this proxy statement under the heading “Nonqualified Deferred Compensation.”

NOMINATION, COMPENSATION AND GOVERNANCE COMMITTEE REPORT

The Nomination, Compensation and Governance Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of SEC Regulation S-K with management and, based on such review and discussions, the Nomination, Compensation and Governance Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

This report was adopted on February 20, 2007 by the Nomination, Compensation and Governance Committee of the Board of Directors:

Jorge G. Pereira, Chairman
Brent D. Baird
Robert T. Brady
Michael D. Buckley

Summary Compensation Table. The following table contains information concerning the compensation earned by M&T Bank Corporation’s Named Executive Officers in the fiscal year ended December 31, 2006.

Summary Compensation Table

																										Change in
																										Pension
																						Non-				Value and
																						Equity				Nonqualified
																						Incentive				Deferred
																						Plan				Compen-				All Other
														Stock				Option				Compen-				sation				Compen-
Name and Principal Position		Year				Salary				Bonus				Awards				Awards				sation				Earnings				sation				Total
(1)						($)				($)(2)				($)				($)(3)(4)				($)				($)				($)(5)				($)
Robert E. Sadler, Jr.			2006				800,000				650,000				0				0				0				426,069				51,812	(6)			1,927,881
President and Chief Executive
Officer of M&T Bank
Corporation and M&T Bank
René F. Jones			2006				232,308				275,000				0				351,813				0				1,585				43,108	(7)			903,814
Executive Vice President and
Chief Financial Officer of M&T
Bank Corporation and M&T Bank
Michael P. Pinto			2006				450,000				450,000				0				1,115,157				0				35,983				250,005	(8)			2,301,145
Vice Chairman of the Board, and Chairman and Chief
Executive Officer of the
Mid-Atlantic Division of M&T
Bank; Executive Vice President
of M&T Bank Corporation
Atwood Collins, III			2006				283,846				375,000				0				1,114,774				0				161,048				23,522	(9)			1,958,190
President and Chief Operating
Officer of the Mid-Atlantic
Division and Executive Vice
President of M&T Bank;
Executive Vice President of
M&T Bank Corporation
Mark J. Czarnecki			2006				400,962				450,000				0				772,121				0				39,793				36,026	(10)			1,698,902
Executive Vice President of
M&T Bank Corporation and
M&T Bank
Robert G. Wilmers			2006				600,000				550,000				0				0				0				165,195				59,777	(11)			1,374,972
Chairman of the Board of M&T
Bank Corporation and M&T Bank

(1)		Principal Positions reflect positions held during 2006. Effective as of January 1, 2007, Mr. Sadler retired as President and Chief Executive Officer of M&T Bank Corporation and M&T Bank. His current title is Vice Chairman of the Board of M&T Bank Corporation and M&T Bank. Also effective as of January 1, 2007, Mr. Wilmers assumed the additional title of Chief Executive Officer of M&T Bank Corporation and M&T Bank, while Mr. Pinto assumed the title of Vice Chairman of the Board of M&T Bank Corporation, and Mr. Czarnecki became President of M&T Bank Corporation and M&T Bank.
(2)		Bonuses were earned in 2006 and awarded in 2007.

(3)		The amounts indicated represent the aggregate dollar amount of compensation expense related to stock options awards to each of the Named Executive Officers that was recognized by M&T Bank Corporation during 2006. The determination of this stock option expense is based on the methodology set forth in Note 10 to the Financial Statements of M&T Bank Corporation in its Annual Report on Form 10-K, which was filed with the SEC on February 23, 2007.
(4)		Stock options are expensed over four years using graduated declining percentages of 40%, 30%, 20% and 10%, respectively.
(5)		Includes a $9,900 contribution in 2006 for each of the Named Executive Officers by M&T Bank Corporation to the Retirement Savings Plan, a qualified defined contribution plan providing for salary reduction contributions by participants and matching contributions by participating employers. Includes a $5,850 credit by M&T Bank Corporation under the M&T Bank Corporation Supplemental Retirement Savings Plan (the “Supplemental Retirement Savings Plan”) for the benefit of each of the Named Executive Officers. Includes the following insurance premiums paid by M&T Bank Corporation in 2006 in respect of term life insurance for the benefit of the following Named Executive Officers: Mr. Sadler – $2,772; Mr. Jones – $1,140; Mr. Pinto – $2,622; Mr. Collins – $438; Mr. Czarnecki – $2,622; and Mr. Wilmers – $6,180.
(6)		Perquisites for Mr. Sadler included club membership dues and expenses, tax preparation, parking and meals. No perquisite exceeded the greater of $25,000 or 10% of the total perquisites provided to Mr. Sadler.
(7)		Perquisites for Mr. Jones included club membership dues and expenses, tax preparation, parking and meals. No perquisite exceeded the greater of $25,000 or 10% of the total perquisites provided to Mr. Jones.
(8)		Perquisites for Mr. Pinto included club membership dues, tax preparation expenses, parking, meals, expenses associated with an apartment that served as a temporary residence in Baltimore, Maryland, moving expenses associated with relocating to Baltimore, Maryland, and a tax gross-up. Those perquisites exceeding the greater of $25,000 or 10% of total perquisites provided to Mr. Pinto included the apartment ($34,334) and moving expenses ($112,689). In addition, Mr. Pinto had a tax gross-up associated with the relocation expenses in the amount of $64,266.
(9)		Perquisites for Mr. Collins included club membership dues and expenses, parking and meals. No perquisite exceeded the greater of $25,000 or 10% of the total perquisites provided to Mr. Collins.
(10)		Perquisites for Mr. Czarnecki included club membership dues and expenses, tax preparation, parking and meals. No perquisite exceeded the greater of $25,000 or 10% of the total perquisites provided to Mr. Czarnecki.
(11)		Perquisites for Mr. Wilmers included club membership dues and expenses, parking, meals and expenses associated with an apartment in Buffalo, New York. No perquisite exceeded the greater of $25,000 or 10% of the total perquisites provided to Mr. Wilmers.

The Summary Compensation Table includes direct, equity and additional compensation. No Named Executive Officer has any employment agreement and, except as otherwise described in this proxy statement, any understanding or arrangement regarding his compensation or employment.

Total cash compensation, as measured by salary and bonus, is based on M&T Bank Corporation’s performance as well as employee performance and certain other factors as described in the section entitled “Compensation Discussion and Analysis.” For the Named Executive Officers, total cash compensation as a percentage of total compensation is as follows: Mr. Sadler – 75.2%; Mr. Jones – 55.7%; Mr. Pinto – 38.5%; Mr. Collins – 33.6%; Mr. Czarnecki – 50.1%; Mr. Wilmers – 83.6%. Other than for Messrs. Sadler and Wilmers who did not receive stock options in 2006, the percentage of total cash compensation to total compensation for the Named Executive Officers indicates the emphasis that is placed on stock-based compensation.

The vesting of stock options occurs on a graduated basis with 10% vesting one year after the grant date, an additional 20% vesting two years after the grant date, an additional 30% vesting three years after the grant date and the remaining 40% vesting four years after the grant date. M&T Bank Corporation’s stock-based compensation plans provide for accelerated vesting only in cases of death, disability, retirement or a change-of-control.

There were no material modifications to M&T Bank Corporation’s stock-based compensation plans, programs or practices within the past year, year except as described in the section entitled “Compensation Discussion and Analysis” with respect to providing executive officers an opportunity to receive a portion of any 2007 equity award they may receive in the form of restricted stock. There were no repricings, extensions of exercise periods or change of vesting or forfeiture conditions. No Named Executive Officer had any equity forfeitures.

Grants of Plan-Based Awards. The following table reflects the terms of compensation plan-based awards granted to Named Executive Officers in 2006.

Grants of Plan-Based Awards

						Estimated Future Payouts												Estimated Future Payouts												All Other				All Other
						Under Non-Equity Incentive												Under Equity Incentive Plan												Stock				Option								Grant
						Plan Awards												Awards												Awards:				Awards:								Date Fair
																														Number				Number of				Exercise				Value of
																														of Shares				Securities				Price of				Stock and
		Grant																												of Stock				Underlying				Option				Option
Name		Date				Threshold				Target				Maximum				Threshold				Target				Maximum				or Units				Options				Awards				Awards
						($)				($)				($)				($)				($)				($)				(#)				(#)				($/Sh)				($)(1)
Robert E. Sadler, Jr.			—				0				0				0				0				0				0				0				0				0				0
René F. Jones			1/17/2006				0				0				0				0				0				0				0				13,168				108.93				370,021
Michael P. Pinto			1/17/2006				0				0				0				0				0				0				0				52,314				108.93				1,471,023
Atwood Collins, III			1/17/2006				0				0				0				0				0				0				0				28,292				108.93				795,005
Mark J. Czarnecki			1/17/2006				0				0				0				0				0				0				0				36,225				108.93				1,017,923
Robert G. Wilmers			—				0				0				0				0				0				0				0				0				0				0

(1)		The valuation of stock option awards is based on the methodology set forth in Note 10 to the Financial Statements of M&T Bank Corporation in its Annual Report on Form 10-K, which was filed with the SEC on February 23, 2007.

Stock Options granted to the Named Executive Officers in 2006 were under the 2005 Incentive Compensation Plan. As described in the section entitled “Compensation Discussion and Analysis,” stock options were not awarded to Messrs. Sadler and Wilmers.

Vesting of the stock options granted to the Named Executive Officers in 2006 occurs on a graduated basis with 10% vesting one year after the grant date, an additional 20% vesting two years after the grant date, an additional 30% vesting three years after the grant date and the remaining 40% vesting four years after the grant date. The portion of these options granted in the form of incentive stock options have a ten-year term and will expire on January 17, 2016 whereas the remaining nonqualified stock options have a term of ten years and one day and will expire on January 18, 2016. The 2005 Incentive Compensation Plan allows for accelerated vesting only in cases of death, disability, retirement or a change-of-control.

M&T Bank Corporation determines the value of stock options using the binomial valuation financial measurement. For stock options granted to the Named Executive Officers in 2006, the binomial value was $28.10 for each option to purchase a share of Common Stock.

No dividends were paid on any stock option awards under the 2005 Incentive Compensation Plan during 2006.

Outstanding Equity Awards at Fiscal Year-End. The following table reflects the number and terms of stock option awards and stock awards outstanding as of December 31, 2006 for the Named Executive Officers.

Outstanding Equity Awards at Fiscal Year-End

		Option Awards																				Stock Awards
																																		Equity
										Equity																				Equity				Incentive
										Incentive																				Incentive Plan				Plan Awards:
										Plan																Market				Awards:				Marked or
										Awards:												Number of				Value of				Number of				Payout Value
		Number of				Number of				Number of												Shares or				Shares or				Unearned				of Unearned
		Securities				Securities				Securities												Units of				Units of				Shares, Units				Shares, Units
		Underlying				Underlying				Underlying												Stock				Stock				or Other				or Other
		Unexercised				Unexercised				Unexercised				Option				Option				That Have				That Have				Rights That				Rights That
		Options (#)				Options (#)				Unearned				Exercise				Expiration				Not				Not				Have Not				Have Not
Name		Exercisable				Unexercisable				Options				Price				Date				Vested				Vested				Vested				Vested
						(1)				(#)				($)								(#)				($)				($)				($)
Robert E. Sadler, Jr.			75,000				0				0				42.00				1/18/2010				0				0				0				0
			63,767				0				0				65.80				1/16/2011				0				0				0				0
			16,233				0				0				68.31				2/20/2011				0				0				0				0
			75,000				0				0				75.80				1/15/2012				0				0				0				0
René F. Jones			3,000				0				0				44.2063				1/20/2008				0				0				0				0
			5,000				0				0				49.50				1/19/2009				0				0				0				0
			2,410				0				0				42.00				1/18/2010				0				0				0				0
			20,000				0				0				65.80				1/16/2011				0				0				0				0
			15,000				0				0				75.80				1/15/2012				0				0				0				0
			9,000				6,000				0				80.23				1/21/2013				0				0				0				0
			4,496				10,491				0				91.75				1/20/2014				0				0				0				0
			1,076				9,690				0				101.80				1/18/2015				0				0				0				0
			0				13,168				0				108.93				1/17/2016				0				0				0				0

		Option Awards																				Stock Awards
																																		Equity
										Equity																				Equity				Incentive
										Incentive																				Incentive Plan				Plan Awards:
										Plan																Market				Awards:				Marked or
										Awards:												Number of				Value of				Number of				Payout Value
		Number of				Number of				Number of												Shares or				Shares or				Unearned				of Unearned
		Securities				Securities				Securities												Units of				Units of				Shares, Units				Shares, Units
		Underlying				Underlying				Underlying												Stock				Stock				or Other				or Other
		Unexercised				Unexercised				Unexercised				Option				Option				That Have				That Have				Rights That				Rights That
		Options (#)				Options (#)				Unearned				Exercise				Expiration				Not				Not				Have Not				Have Not
Name		Exercisable				Unexercisable				Options				Price				Date				Vested				Vested				Vested				Vested
						(1)				(#)				($)								(#)				($)				($)				($)
Michael P. Pinto			3,440				0				0				29.00				1/21/2007				0				0				0				0
			2,260				0				0				44.2063				1/20/2008				0				0				0				0
			45,000				0				0				49.50				1/19/2009				0				0				0				0
			65,000				0				0				42.00				1/18/2010				0				0				0				0
			51,810				0				0				65.80				1/16/2011				0				0				0				0
			13,190				0				0				68.31				2/20/2011				0				0				0				0
			65,000				0				0				75.80				1/15/2012				0				0				0				0
			39,000				26,000				0				80.23				1/21/2013				0				0				0				0
			19,482				45,461				0				91.75				1/20/2014				0				0				0				0
			0				52,314				0				108.93				1/17/2016				0				0				0				0
Atwood Collins, III			31,883				0				0				65.80				1/16/2011				0				0				0				0
			8,117				0				0				68.31				2/20/2011				0				0				0				0
			35,000				0				0				75.80				1/15/2012				0				0				0				0
			21,000				14,000				0				80.23				1/21/2013				0				0				0				0
			10,490				24,479				0				91.75				1/20/2014				0				0				0				0
			0				28,292				0				108.93				1/17/2016				0				0				0				0
Mark J. Czarnecki			22,980				0				0				49.50				1/19/2009				0				0				0				0
			39,854				0				0				65.80				1/16/2011				0				0				0				0
			10,146				0				0				68.31				2/20/2011				0				0				0				0
			45,000				0				0				75.80				1/15/2012				0				0				0				0
			27,000				18,000				0				80.23				1/21/2013				0				0				0				0
			13,488				31,472				0				91.75				1/20/2014				0				0				0				0
			0				36,225				0				108.93				1/17/2016				0				0				0				0
Robert G. Wilmers			100,000				0				0				29.00				1/21/2007				0				0				0				0
			100,000				0				0				44.2063				1/20/2008				0				0				0				0
			80,000				0				0				49.50				1/19/2009				0				0				0				0
			100,000				0				0				42.00				1/18/2010				0				0				0				0
			79,709				0				0				65.80				1/16/2011				0				0				0				0
			20,291				0				0				68.31				2/20/2011				0				0				0				0
			90,000				0				0				75.80				1/15/2012				0				0				0				0

(1)		All stock option awards vest 10% one year after the grant date, an additional 20% two years after the grant date, and additional 30% three years after the grant date, and the remaining 40% four years after the grant date. The unexercisable stock options with the following expiration dates will vest as indicated below:

Expiration Date		Vesting Schedule
January 21, 2013		100% vested on January 21, 2007
January 20, 2014		43% vested on January 20, 2007 and the remaining 57% will vest on January 20, 2008
January 18, 2015		22% vested on January 18, 2007, an additional 33% will vest on January 18, 2008 and the remaining 44% will vest on January 18, 2009
January 17, 2016		10% vested on January 17, 2007, an additional 20% will vest on January 17, 2008, an additional 30% will vest on January 17, 2009 and the remaining 40% will vest on January 17, 2010

Option Exercises and Stock Vested. The following table sets forth the number of stock option awards exercised and the value realized upon exercise during 2006 for the Named Executive Officers, as well as the number of stock awards vested and the value realized upon vesting.

Options Exercised and Stock Vested

		Option Awards								Stock Awards
		Number of								Number of
		Shares				Value				Shares				Value
		Acquired on				Realized on				Acquired				Realized on
Name		Exercise				Exercise				on Vesting				Vesting
						($)(1)				(#)				($)
Robert E. Sadler, Jr.			125,720				8,946,528				0				0
René F. Jones			5,490				396,267				0				0
Michael P. Pinto			5,480				487,830				0				0
Atwood Collins, III			70,000				5,316,750				0				0
Mark J. Czarnecki			25,620				1,596,772				0				0
Robert G. Wilmers			100,000				9,242,000				0				0