M&T Bank Corporation (Form: 8-K)  






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):   September 20, 2005

M&T Bank Corporation
(Exact name of registrant as specified in its charter)

New York 1-9861 16-0968385
(State or other jurisdiction
(I.R.S. Employer
of incorporation) File Number) Identification No.)
One M&T Plaza, Buffalo, New York   14203
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:   (716) 842-5445

Not Applicable
Former name or former address, if changed since last report


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b) On September 20, 2005, Gary Kennedy resigned as a director of M&T and its principal banking subsidiary, M&T Bank, effective as of the conclusion of the joint meeting of the Boards of Directors of M&T and M&T Bank that was held that day.

(d) Pursuant to its right under that certain Agreement and Plan of Reorganization dated as of September 26, 2002 by and among M&T, Allied Irish Banks, p.l.c. ("AIB") and Allfirst Financial Inc. to designate four individuals to the Boards of Directors of M&T and M&T Bank for as long as its owns at least 15% of M&T's outstanding common stock, AIB nominated Colm E. Doherty to succeed Mr. Kennedy. At the joint meeting of the Boards of Directors of M&T and M&T Bank held on September 20, 2005, and based upon the recommendation of the Nomination, Compensation and Governance Committee of the Board of Directors of M&T, Mr. Doherty, 46, was unanimously elected as a director of M&T and M&T Bank.

The public announcement regarding Mr. Doherty's election and Mr. Kennedy's resignation was made by means of a news release, the text of which is set forth in Exhibit 99 to this Form 8-K and which is incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit 99 - News Release dated September 21, 2005. Filed herewith.

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    M&T Bank Corporation
September 23, 2005   By:   /s/ Rene F. Jones
        Name: Rene F. Jones
        Title: Senior Vice President and Chief Financial Officer

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Exhibit Index

Exhibit No.   Description

  News Release dated September 21, 2005