RecitalsReplacement Capital Covenant • February 1st, 2008 • M&t Bank Corp • State commercial banks
AMENDED AND RESTATED TRUST AGREEMENT among M&T BANK CORPORATION, as Depositor THE BANK OF NEW YORK, as Property Trustee and BNYM (DELAWARE), as Delaware Trustee Dated as of January 31, 2008 M&T CAPITAL TRUST IVTrust Agreement • February 1st, 2008 • M&t Bank Corp • State commercial banks • Delaware
Amended And Restated Trust Agreement, dated as of January 31, 2008, among (a) M&T Bank Corporation, a New York corporation (including any successors or assigns, the “Depositor”), (b) The Bank of New York, a New York banking corporation, as property trustee (in such capacity, the “Property Trustee” and, in its separate corporate capacity and not in its capacity as Property Trustee, the “Bank”), (c) BNYM (Delaware), a Delaware banking corporation, as Delaware trustee (the “Delaware Trustee”) (the Property Trustee and the Delaware Trustee are referred to collectively herein as the “Issuer Trustees”) and (d) the several Holders, as hereinafter defined.
GUARANTEE AGREEMENT Between M&T BANK CORPORATION (as Guarantor) and THE BANK OF NEW YORK (as Guarantee Trustee) dated as of January 31, 2008Guarantee Agreement • February 1st, 2008 • M&t Bank Corp • State commercial banks • New York
This GUARANTEE AGREEMENT, dated as of January 31, 2008 is executed and delivered by M&T BANK CORPORATION, a New York corporation (the “Guarantor”), having its principal office at One M&T Plaza, Buffalo, New York 14203 and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of M&T Capital Trust IV, a Delaware statutory trust (the “Issuer Trust”).
M&T Capital Trust IV M&T Bank Corporation Underwriting AgreementM&t Bank Corp • February 1st, 2008 • State commercial banks • New York
M&T Capital Trust IV, a statutory trust created under the laws of Delaware (the “Trust”), and M&T Bank Corporation, a corporation organized under the laws of New York (the “Guarantor”), as depositor of the Trust and as Guarantor under the Guarantee referred to herein, propose to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $350,000,000 of the Trust’s 8.500% Enhanced Trust Preferred Securities, liquidation amount $25 per security, identified in Schedule I hereto (the “Trust Preferred Securities”). The proceeds of the sale of the Trust Preferred Securities and of the common securities (the “Trust Common Securities”) to be sold by the Trust to the Guarantor are to be invested in $350,010,000 principal amount of the Guarantor’s 8.500% Junior Subordinated Debentures due 2068 (the “Junior Subordinated Debentures”), to be issued under the Indenture to be dated as of the Closing Date, betw
