As
filed with the Securities and Exchange Commission on April 7, 2008
Registration Statement No. 333-_____________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
M&T BANK CORPORATION
(Exact name of registrant as specified in its charter)
| New York (State or other jurisdiction of incorporation or organization) |
16-0968385 (I.R.S. Employer Identification No.) |
One M&T Plaza
Buffalo , New York 14203
(Address of Principal Executive Offices, including zip code)
Buffalo , New York 14203
(Address of Principal Executive Offices, including zip code)
M&T BANK CORPORATION
2008 DIRECTORS’ STOCK PLAN
(Full title of the plan)
2008 DIRECTORS’ STOCK PLAN
(Full title of the plan)
Mark W. Yonkman, Esq.
Senior Vice President and General Counsel
M&T Bank Corporation
One M&T Plaza
Buffalo, New York 14203
(716) 842-5169
(Name and address, including zip code, and telephone number, including area code, of agent for service)
Senior Vice President and General Counsel
M&T Bank Corporation
One M&T Plaza
Buffalo, New York 14203
(716) 842-5169
(Name and address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Calculation of Registration Fee
| Proposed Maximum | Proposed Maximum | |||||||||||||||
| Title of Securities | Amount to be | Offering Price Per | Aggregate Offering | Amount of | ||||||||||||
| to be Registered | Registered (1) | Share (2) | Price (2) | Registration Fee | ||||||||||||
Common Stock, $.50
par value
|
100,000 | $ | 81.3628 | $ | 8,136,280 | $ | 319.76 | |||||||||
(1) This Registration Statement also covers an indeterminate number of additional shares which may
be offered and issued under the employee benefit plan named above to prevent dilution resulting
from stock splits, stock dividends or similar transactions.
(2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and
(h)(1); calculated based on the average of the high and low prices for M&T’s Common Stock on March
31, 2008, as reported on the New York Stock Exchange.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Part I of Form S-8 (Items 1 and 2) are not being filed with the
Securities and Exchange Commission (the “Commission”) as part of this Registration Statement, but
will be sent or given to plan participants as specified by Rule 428 promulgated under the
Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this Registration Statement:
(a) M&T’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed with
the Commission on February 21, 2008;
(b) All other reports filed by M&T pursuant to Section 13(a) of 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by
the Annual Report referred to in (a) above, including M&T’s Current Reports on Form 8-K filed with
the Commission on January 23, 2008 and February 1, 2008; and
(c) The description of M&T’s Common Stock contained in the Registration Statement on Form
8-A, filed by M&T on May 20, 1998, under Section 12(b) of the Exchange Act, including any
amendments or reports filed for the purpose of updating such description.
In addition, all documents subsequently filed by M&T pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall also be deemed to be
incorporated by reference into this Registration Statement and to be a part hereof commencing on
the date of the filing of such documents.
Any statement contained herein or in a document all or a portion of which is incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also 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 amended, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
Mark W. Yonkman, Esq., Senior Vice President and General Counsel of M&T, has delivered a legal
opinion to the effect that the issuance and sale of the M&T Common Stock offered hereby was duly
authorized by M&T and that such M&T Common Stock will be validly issued, fully paid and
nonassessable when issued pursuant to the Plan. As of April 1, 2008, Mr. Yonkman held options
granted under the M&T Bank Corporation 2001 Stock Option Plan covering 21,000 shares of M&T Common
Stock, 9,352 of which are currently exercisable.
Item 6. Indemnification of Directors and Officers.
Sections 721 and 722 of the New York Business Corporation Law (“NYBCL”) provide for
indemnification of directors and officers. Section 721 of the NYBCL provides that the statutory
provisions under New York law are not exclusive of any other rights to which a director or officer
seeking indemnification would be entitled.
Section 722 of the NYBCL provides that a corporation may indemnify a director or officer of
the corporation who is made a party, or threatened to be made a party, in a civil or criminal
proceeding arising out of activities undertaken at the request of the corporation (including action
on behalf of another corporation, partnership, joint venture, trust, employee benefit plan or other
business enterprise) against judgments, fines, amounts paid in settlement and reasonable expenses,
if the director or officer acted in good faith for a purpose which he reasonably believed to be in,
or, in the case of service for any other corporation, partnership, joint venture, trust, employee
benefit plan or other business enterprise, not opposed to, the best interests of the corporation.
To be indemnified with respect to criminal proceedings, the director or officer must also have had
no reasonable cause to believe that his or her conduct was unlawful. In the case of a claim by or
in the right of the corporation (including stockholder derivative suits), there is no
indemnification under New York law for threatened actions or a pending action otherwise settled or
disposed of, and no indemnification of expenses is permitted, if the director or officer is
adjudged liable to the corporation unless and only to the extent a court determines that, despite
such adjudication but in view of all the circumstances, such indemnification is nonetheless proper.
The certificate of incorporation of M&T provides that M&T will indemnify to the maximum extent
permissible under New York law its officers and directors for liability arising out of their
actions in such capacity.
M&T carries directors’ and officers’ liability insurance coverage that insures its directors
and officers and the directors and officers of its subsidiaries in certain circumstances.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits to this Registration Statement are described in the Exhibit Index below.
Item 9. Undertakings.
(a) M&T hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as
amended (the “Securities Act”);
-2-
(ii) To reflect in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to such information in
the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by M&T pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this Registration Statement.
(2) That for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(b) M&T hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of M&T ‘s annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act, (and, where applicable, each filing of an employee benefit plan’s annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of M&T pursuant to the foregoing
provisions, or otherwise, M&T has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than
the payment by M&T of expenses incurred or paid by a director, officer or controlling person of M&T
in the successful defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, M&T will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such
issue.
-3-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, M&T certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Buffalo, New York on April 7, 2008.
| M&T BANK CORPORATION |
||||
| By: | * | |||
| Robert G. Wilmers, Chairman of the Board | ||||
| and Chief Executive Officer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities indicated on
April 7, 2008.
| Signature | Title | |||
* |
Chairman of the Board
and Chief Executive
Officer (Principal Executive Officer) |
|||
* |
Executive Vice President
and Chief Financial
Officer (Principal Financial Officer) |
|||
* |
Senior Vice President
and Controller
(Principal Accounting Officer) |
|||
* |
Director | |||
Brent D. Baird |
||||
* |
Director | |||
Robert J. Bennett |
||||
* |
Director | |||
C. Angela Bontempo |
||||
* |
Director | |||
Robert T. Brady |
||||
* |
Director | |||
Michael D. Buckley |
||||
* |
Director | |||
T. Jefferson Cunningham III |
||||
* |
Director | |||
Mark J. Czarnecki |
||||
* |
Director | |||
Colm E. Doherty |
-4-
| Signature | Title | |||
* |
Director | |||
Richard E. Garman |
||||
* |
Director | |||
Daniel R. Hawbaker |
||||
* |
Director | |||
Patrick W.E. Hodgson |
||||
* |
Director | |||
Richard G. King |
||||
* |
Director | |||
Reginald B. Newman, II |
||||
* |
Director | |||
Jorge G. Pereira |
||||
* |
Director | |||
Michael P. Pinto |
||||
* |
Director | |||
Robert E. Sadler, Jr. |
||||
* |
Director | |||
Eugene J. Sheehy |
||||
* |
Director | |||
Stephen G. Sheetz |
||||
* |
Director | |||
Herbert L. Washington |
||||
* By:
|
/s/ Mark W. Youkman | |
| Mark W. Youkman (Attorney-in-Fact) Pursuant to Power of Attorney filed herewith |
-5-
EXHIBIT INDEX
| EXHIBIT NO. | DESCRIPTION | |
4.1
|
M&T Bank Corporation 2008 Directors’ Stock Plan, filed herewith | |
5.1
|
Opinion of Mark W. Yonkman, Esq., filed herewith. | |
23.1
|
Consent of Mark W. Yonkman, Esq., included in the opinion filed as Exhibit 5.1 hereto. | |
23.2
|
Consent of PricewaterhouseCoopers LLP, filed herewith. | |
24.1
|
Power of attorney, filed herewith. |
-6-
EXHIBIT 4.1
M&T BANK CORPORATION 2008 DIRECTORS’ STOCK PLAN
1. Name:
This plan shall be known as the M&T Bank Corporation 2008 Directors’ Stock Plan (the “2008 Plan”).
This plan shall be known as the M&T Bank Corporation 2008 Directors’ Stock Plan (the “2008 Plan”).
2. Purpose and Intent:
The 2008 Plan has been adopted to replace in its entirety M&T Bank Corporation’s existing directors’ stock plan, which was amended and restated on April 18, 2006. The purpose of the 2008 Plan is to enable M&T Bank Corporation, a New York corporation (the “Corporation”), to attract and retain persons of exceptional ability to serve as Non-employee Directors of the Corporation and its subsidiaries, as members of the Directors Advisory Councils of M&T Bank Corporation and Manufacturers and Traders Trust Company (“M&T Bank”) and as members of M&T Bank’s Regional Directors Advisory Councils, and to further align the interests of such persons and stockholders in enhancing the value of the Corporation’s common stock (the “Common Stock”). The 2008 Plan permits each Non-employee Director, Advisory Director and Regional Advisory Director to elect to receive payment of their Annual Compensation in cash, shares of Common Stock, or in an equal combination of cash and shares of Common Stock. The 2008 Plan was approved by the Executive Committee of the Board of the Corporation pursuant to delegated authority on March 25, 2008 and became effective on such date (the “Effective Date”). The 2008 Plan shall continue in effect unless and until terminated by the Board of the Corporation in accordance with Section 10 below.
The 2008 Plan has been adopted to replace in its entirety M&T Bank Corporation’s existing directors’ stock plan, which was amended and restated on April 18, 2006. The purpose of the 2008 Plan is to enable M&T Bank Corporation, a New York corporation (the “Corporation”), to attract and retain persons of exceptional ability to serve as Non-employee Directors of the Corporation and its subsidiaries, as members of the Directors Advisory Councils of M&T Bank Corporation and Manufacturers and Traders Trust Company (“M&T Bank”) and as members of M&T Bank’s Regional Directors Advisory Councils, and to further align the interests of such persons and stockholders in enhancing the value of the Corporation’s common stock (the “Common Stock”). The 2008 Plan permits each Non-employee Director, Advisory Director and Regional Advisory Director to elect to receive payment of their Annual Compensation in cash, shares of Common Stock, or in an equal combination of cash and shares of Common Stock. The 2008 Plan was approved by the Executive Committee of the Board of the Corporation pursuant to delegated authority on March 25, 2008 and became effective on such date (the “Effective Date”). The 2008 Plan shall continue in effect unless and until terminated by the Board of the Corporation in accordance with Section 10 below.
3. Definitions:
For purposes of the 2008 Plan, the following terms shall have the following meanings:
For purposes of the 2008 Plan, the following terms shall have the following meanings:
“Advisory Director” means any individual who is a current or future member of one or more of the
Directors Advisory Councils of the Board of the Corporation or M&T Bank, but who is not a
Non-employee Director or a salaried officer of the Corporation or any of its subsidiaries.
“Regional Advisory Director” means any individual who is a current or future member of one or
more of the Regional Directors Advisory Councils of M&T Bank, but who is not a Non-employee
Director or a salaried officer of the Corporation or any of its subsidiaries.
“Annual Compensation” means the total annual compensation payable to a Non-employee Director,
Advisory Director or Regional Advisory Director under the Corporation’s or M&T Bank’s compensation
policies for such persons in effect from time to time.
“Board” means the Board of Directors of the Corporation or any subsidiary thereof.
“Compensation Committee” means the Nomination, Compensation and Governance Committee of the Board
of the Corporation, or any other committee of the Board to which authority with respect to the 2008
Plan is delegated.
“Directors Advisory Councils” means the current or future Directors Advisory Councils of the Board
of M&T Bank Corporation or M&T Bank with members appointed by the Boards of M&T Bank Corporation
and M&T Bank, respectively.
“Regional Directors Advisory Councils” means the current or future Directors Advisory Councils of
M&T Bank with members appointed by the appropriate member(s) of M&T Bank Corporation’s Management
Group having responsibility for each of M&T Bank’s regional Directors Advisory Councils, with the
approval of M&T Bank’s Chief Executive Officer.
“Fair Market Value” of a share of Common Stock means the closing price on the date immediately
preceding the Payment Date of a share of Common Stock on the New York Stock Exchange (or such other
principal securities exchange on which the shares of the Common Stock are traded if such shares are
no longer traded on the New York Stock Exchange).
“M&T Bank” means Manufacturers and Traders Trust Company.
“Non-employee Director” means an individual who is a member of a Board, but who is not a salaried
officer of the Corporation or any of its subsidiaries.
“Payment Date” of Annual Compensation in any calendar year means the first business day following
the last business day of a calendar quarter on which the Fair Market Value of shares of the Common
Stock are quoted on the New York Stock Exchange (or such other principal securities exchange on
which the shares of the Common Stock are traded if such shares are no longer traded on the New York
Stock Exchange).
4. Administration:
The Compensation Committee shall be responsible for administering the 2008 Plan. The Compensation Committee shall have all of the powers necessary to enable it to properly carry out its duties under the 2008 Plan. Not in limitation of the foregoing, the Compensation Committee shall have the power to construe and interpret the 2008 Plan and to determine all questions that shall arise thereunder. The Compensation Committee shall have such other and further specified duties, powers, authority and discretion as are elsewhere in the 2008 Plan either expressly or by necessary implication conferred upon it. The Compensation Committee may authorize such agents as it may deem necessary for the effective performance of its duties, and may delegate to such agents such powers and duties as the Compensation Committee may deem expedient or appropriate that are not inconsistent with the intent of the 2008 Plan. The decision of the Compensation Committee upon all matters within its scope of authority shall be final and conclusive on all persons, except to the extent otherwise provided by law.
The Compensation Committee shall be responsible for administering the 2008 Plan. The Compensation Committee shall have all of the powers necessary to enable it to properly carry out its duties under the 2008 Plan. Not in limitation of the foregoing, the Compensation Committee shall have the power to construe and interpret the 2008 Plan and to determine all questions that shall arise thereunder. The Compensation Committee shall have such other and further specified duties, powers, authority and discretion as are elsewhere in the 2008 Plan either expressly or by necessary implication conferred upon it. The Compensation Committee may authorize such agents as it may deem necessary for the effective performance of its duties, and may delegate to such agents such powers and duties as the Compensation Committee may deem expedient or appropriate that are not inconsistent with the intent of the 2008 Plan. The decision of the Compensation Committee upon all matters within its scope of authority shall be final and conclusive on all persons, except to the extent otherwise provided by law.
5. Shares Available:
Shares issued under the 2008 Plan shall be issued out of the authorized but unissued shares of Common Stock or treasury shares, as the Compensation Committee shall determine. Subject to adjustment as provided in Section 7, the aggregate number of shares of Common Stock that may be delivered under this 2008 Plan shall not exceed 100,000 shares.
Shares issued under the 2008 Plan shall be issued out of the authorized but unissued shares of Common Stock or treasury shares, as the Compensation Committee shall determine. Subject to adjustment as provided in Section 7, the aggregate number of shares of Common Stock that may be delivered under this 2008 Plan shall not exceed 100,000 shares.
6. Shares for Annual Compensation:
The Annual Compensation payable to a Non-employee Director, Advisory Director or Regional Advisory Director on or after the Effective Date shall be paid in accordance with this Section 6. Each Non-employee Director, Advisory Director or Regional Advisory Director shall file with the Corporation a form under which such Non-employee Director, Advisory Director or Regional Advisory Director shall elect to have Annual Compensation paid (i) one hundred percent (100%) in cash, (ii) one hundred percent (100%) in shares of Common Stock, or (iii) one-half in cash and one-half in shares of Common Stock. Such election may be changed by the Non-employee Director, Advisory Director or Regional Advisory Director at least fifteen days prior to the end of any calendar quarter, effective as of the first day of the following calendar quarter. The total number of shares of Common Stock to be paid under this Section to a Non-employee Director, Advisory Director or Regional Advisory Director with respect to Annual Compensation shall be determined by dividing the amount of such Annual Compensation payable in shares of Common Stock by the Fair Market Value of the Common Stock on the applicable Payment Date. In no event shall the Corporation be obligated to issue fractional shares under this Section, but instead shall pay the amount that would constitute a fractional share in cash based on the Fair Market Value of the Common Stock on the Payment Date.
The Annual Compensation payable to a Non-employee Director, Advisory Director or Regional Advisory Director on or after the Effective Date shall be paid in accordance with this Section 6. Each Non-employee Director, Advisory Director or Regional Advisory Director shall file with the Corporation a form under which such Non-employee Director, Advisory Director or Regional Advisory Director shall elect to have Annual Compensation paid (i) one hundred percent (100%) in cash, (ii) one hundred percent (100%) in shares of Common Stock, or (iii) one-half in cash and one-half in shares of Common Stock. Such election may be changed by the Non-employee Director, Advisory Director or Regional Advisory Director at least fifteen days prior to the end of any calendar quarter, effective as of the first day of the following calendar quarter. The total number of shares of Common Stock to be paid under this Section to a Non-employee Director, Advisory Director or Regional Advisory Director with respect to Annual Compensation shall be determined by dividing the amount of such Annual Compensation payable in shares of Common Stock by the Fair Market Value of the Common Stock on the applicable Payment Date. In no event shall the Corporation be obligated to issue fractional shares under this Section, but instead shall pay the amount that would constitute a fractional share in cash based on the Fair Market Value of the Common Stock on the Payment Date.
7. Adjustments in Authorized Shares:
In the event of any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Corporation, any reorganization (whether or not such reorganization comes within the definition of such term in Internal Revenue Code Section 368) or any partial or complete liquidation of the Corporation, such adjustment shall be made in the number and class of shares which may be paid under the 2008 Plan, as may be determined to be appropriate and equitable by the Compensation Committee in its sole discretion.
In the event of any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Corporation, any reorganization (whether or not such reorganization comes within the definition of such term in Internal Revenue Code Section 368) or any partial or complete liquidation of the Corporation, such adjustment shall be made in the number and class of shares which may be paid under the 2008 Plan, as may be determined to be appropriate and equitable by the Compensation Committee in its sole discretion.
8. Resales of Shares:
The Corporation may impose such restrictions on the sale or other disposition of shares paid under this 2008 Plan as the Compensation Committee deems necessary to comply with applicable securities laws. Certificates for shares paid under this 2008 Plan may bear such legends as the Corporation deems necessary to give notice of such restrictions.
The Corporation may impose such restrictions on the sale or other disposition of shares paid under this 2008 Plan as the Compensation Committee deems necessary to comply with applicable securities laws. Certificates for shares paid under this 2008 Plan may bear such legends as the Corporation deems necessary to give notice of such restrictions.
9. Compliance with Law and Other Conditions:
No shares shall be paid under this 2008 Plan prior to compliance by the Corporation, to the satisfaction of its counsel, with any applicable laws. The Corporation shall not be obligated to (but may in its discretion) take any action under applicable federal or state securities laws (including registration or qualification of the 2008 Plan or the Common Stock) necessary for compliance therewith in order to permit the payment of shares hereunder, except for actions (other than registration or qualification) that may be taken by the Corporation without unreasonable effort or expense and without the incurrence of any material exposure to liability.
No shares shall be paid under this 2008 Plan prior to compliance by the Corporation, to the satisfaction of its counsel, with any applicable laws. The Corporation shall not be obligated to (but may in its discretion) take any action under applicable federal or state securities laws (including registration or qualification of the 2008 Plan or the Common Stock) necessary for compliance therewith in order to permit the payment of shares hereunder, except for actions (other than registration or qualification) that may be taken by the Corporation without unreasonable effort or expense and without the incurrence of any material exposure to liability.
10. Amendment, Modification and Termination of the 2008 Plan:
The Board of the Corporation shall have the right and power at any time and from time to time to amend the 2008 Plan in whole or in part and at any time to terminate the 2008 Plan; provided, however, that the provisions of Section 6 of the 2008 Plan cannot be amended more than once every six (6) months to the extent such restriction is necessary to ensure that awards of Common Stock paid under the 2008 Plan are exempt from the short-swing profit recovery rules of Section 16(b) of the Securities Exchange Act of 1934.
The Board of the Corporation shall have the right and power at any time and from time to time to amend the 2008 Plan in whole or in part and at any time to terminate the 2008 Plan; provided, however, that the provisions of Section 6 of the 2008 Plan cannot be amended more than once every six (6) months to the extent such restriction is necessary to ensure that awards of Common Stock paid under the 2008 Plan are exempt from the short-swing profit recovery rules of Section 16(b) of the Securities Exchange Act of 1934.
11. Miscellaneous:
The 2008 Plan shall be construed, administered, regulated and governed in all respects under and by the laws of the United States to the extent applicable, and to the extent such laws are not applicable, by the laws of the state of New York. The 2008 Plan shall be binding on the Corporation and any successor in interest of the Corporation.
The 2008 Plan shall be construed, administered, regulated and governed in all respects under and by the laws of the United States to the extent applicable, and to the extent such laws are not applicable, by the laws of the state of New York. The 2008 Plan shall be binding on the Corporation and any successor in interest of the Corporation.
EXHIBIT 5.1
One M&T Plaza, Buffalo, New York 14203 PH716 842-5169 FX716 842-5376
e-mail: myonkman@mtb.com
Mark W. Yonkman
Senior Vice President and General Counsel
Senior Vice President and General Counsel
April 7, 2008
M&T Bank Corporation
One M&T Plaza
Buffalo, New York 14240
One M&T Plaza
Buffalo, New York 14240
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 (“Registration Statement”) of M&T Bank
Corporation (the “Corporation”) related to the registration of 100,000 shares of the Corporation’s
common stock, par value $0.50 per share (“Common Stock”), which are to be offered or sold pursuant
to the M&T Bank Corporation 2008 Directors’ Stock Plan (the “Plan”). I have been requested to
furnish an opinion to be included as Exhibit 5.1 to the Registration Statement. In conjunction with
the furnishing of this opinion, I or attorneys under my supervision have examined such corporate
documents and have made such investigation of matters of fact and law as I have deemed necessary to
render this opinion.
This opinion is limited to matters governed by the Federal laws of the United States of America and
the Business Corporation Law of the State of New York. I am not admitted to practice law in the
State of New York. This opinion speaks as of today’s date and is limited to present statutes,
regulations and judicial interpretations. In rendering this opinion, I assume no obligation to
revise or supplement this opinion should present laws, regulations or judicial interpretations be
changed by legislative or regulatory action, judicial decision or otherwise.
Based upon such examination and investigation, and upon the assumption that there will be no
material changes in the documents examined and matters investigated and that at the time of
issuance there will be authorized but unissued shares of Common Stock available to the Corporation
in sufficient amounts, I am of the opinion that the 100,000 shares of Common Stock referred to
above have been duly authorized by the Corporation and that, when issued in accordance with the
terms of the Plan, will be validly issued, fully paid and non-assessable.
I consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.
I consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.
This letter does not address any matters other than those expressly addressed herein. This letter
is given for your sole benefit and use. No one else is entitled to rely hereupon.
Very truly yours,
/s/ Mark W. Yonkman
Mark W. Yonkman
Senior Vice President and General Counsel
Senior Vice President and General Counsel
EXHIBIT 23.2
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of
our report dated February 21, 2008 relating to the financial statements and the effectiveness of
internal control over financial reporting, which appears in M&T Bank Corporation’s Annual Report on
Form 10-K for the year ended December 31, 2007.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Buffalo, New York
April 3, 2008
Buffalo, New York
April 3, 2008
EXHIBIT 24.1
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and/or officers of M&T Bank
Corporation, a corporation organized under the laws of the State of New York (the “Corporation”),
hereby constitutes and appoints Robert G. Wilmers, René F. Jones , Mark W. Yonkman and Brian R.
Yoshida, and each of them (with full power to each of them to act alone), his or her true and
lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or
her and on his or her behalf and in his or her name, place and stead, in any and all capacities, to
sign, execute and to affix his or her seal to and file with the U.S. Securities and Exchange
Commission (or any other governmental or regulatory authority) a Registration Statement on Form S-8
(or any other appropriate form), and any and all amendments (including post-effective amendments)
thereto, with all exhibits and any and all documents required to be filed with respect thereto,
relating to the registration under the Securities Act of 1933, as amended, of shares of the
Corporation’s common stock, par value $0.50 per share, to be issued or sold pursuant to the M&T
Bank Corporation 2008 Directors’ Stock Plan, granting unto said attorneys, and each of them, full
power and authority to do and to perform each and every act and thing requisite and necessary to be
done in order to effectuate the same as fully to all intents and purposes as he himself or she
herself might or could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned directors and/or officers has hereunto set his or her
hand as of the date specified.
Dated:
March 28, 2008
| Signature | Title | |||
| /s/ Robert G. Wilmers
|
Chairman of the Board and Chief Executive Officer (Principal Executive Officer) |
|||
| /s/ René F. Jones
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
|||
| /s/ Michael R. Spychala
|
Senior Vice President and Controller (Principal Accounting Officer) |
|||
| /s/ Brent D. Baird
|
Director | |||
| /s/ Robert J. Bennett
|
Director | |||
| /s/ C. Angela Bontempo
|
Director | |||
| /s/ Robert T. Brady
|
Director | |||
| /s/ Michael D. Buckley
|
Director | |||
| /s/ T. Jefferson Cunningham III
|
Director |
| Signature | Title | |||
| /s/ Mark J. Czarnecki
|
Director | |||
| /s/ Colm E. Doherty
|
Director | |||
| /s/ Richard E. Garman
|
Director | |||
| /s/ Daniel R. Hawbaker
|
Director | |||
| /s/ Patrick W. E. Hodgson
|
Director | |||
| /s/ Richard G. King
|
Director | |||
| /s/ Reginald B. Newman, II
|
Director | |||
| /s/ Jorge G. Pereira
|
Director | |||
| /s/ Michael P. Pinto
|
Director | |||
| /s/ Robert E. Sadler, Jr.
|
Director | |||
| /s/ Eugene J. Sheehy
|
Director | |||
| /s/ Stephen G. Sheetz
|
Director | |||
| /s/ Herbert L. Washington
|
Director | |||
| /s/ Robert G. Wilmers
|
Director |