M&T Bank Corporation Amends Certificate of Incorporation and Bylaws

The Restated Certificate of Incorporation was adopted in order to (i) eliminate all matters set forth in M&T’s restated certificate of incorporation with respect to the four series of M&T preferred stock designated respectively as (a) the Fixed Rate Cumulative Perpetual Preferred Stock, Series A, (b) the Series B Mandatory Convertible Non-Cumulative Preferred Stock, (c) the Fixed Rate Cumulative Perpetual Preferred Stock, Series C, and (d) the Perpetual 6.875% Non-Cumulative Preferred Stock, Series D, in the case of each such series, no shares of which are outstanding and no shares of which will be issued, (ii) change the post office address to which the Secretary of State will mail a copy of any process against M&T served upon him, and (iii) restate M&T’s restated certificate of incorporation as heretofore amended.

The Amended and Restated Bylaws were adopted in order to (i) update throughout M&T’s amended and restated bylaws with references to the Compensation and Human Capital Committee and/or the Nomination and Governance Committee of the Board, where appropriate, (ii) update a reference in Section 2 of Article X of M&T’s amended and restated bylaws to the appropriate section of the Business Corporation Law of New York, and (iii) restate M&T’s amended and restated bylaws as heretofore amended.