EX-4.1




					
		  		  	        Exhibit 4.1
	Number	  	Shares	  	

 M&T BANK CORPORATION 

INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK 

PERPETUAL FIXED-TO-FLOATING RATE NON-CUMULATIVE PREFERRED STOCK, SERIES E 

$1.00 PAR VALUE 
 is the owner of

 FULLY PAID AND NONASSESSABLE SHARES OF FIXED-TO-FLOATING RATE NON-CUMULATIVE 

PERPETUAL PREFERRED STOCK, SERIES E, LIQUIDATION PREFERENCE $1,000 PER SHARE, OF 

M&T BANK CORPORATION 
 (the
“Corporation”) transferable on the books of the Corporation by the holder hereof in person or by its duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are
issued and shall be held subject to all of the provisions of the charter of the Corporation and the bylaws of the Corporation and any amendments thereto. 

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed on its behalf by its duly authorized officers this 11 day of
February, 2014. 
  

							
	  
	  		  	  
	  	(SEAL)
	Marie King	  		  	Mark J. Czarnecki	  	
	Secretary	  		  	President	  	

 M&T BANK CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST AND WITHOUT CHARGE A FULL STATEMENT OF THE DESIGNATIONS,
RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF THE SHARES OF EACH CLASS AUTHORIZED TO BE ISSUED BY M&T FINANCIAL CORPORATION 
 THE SECURITIES
REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations: 
  

													
	TEN COM	  	 -   as tenants in common
	  	UNIF GIFT MIN ACT -	  	          
	  	Custodian	  	              
	  	
	TEN ENT	  	 -   as tenants by the entireties
	  		  	  (Cust)	  		  	    (Minor)	  	
	JT TEN	  	 -   as joint tenants with rights of survivorship and not as tenants in common
	  		  	 under Uniform Gift
 to Minors
Act
	  	  
	  	
		  	  		  		  		  	    (State)	  	
		  		  	UNIF TRF MIN ACT -	  	  
	  	Custodian (until age              )	  	          

		  		  		  	(Cust)	  		  	    (Minor)

  

					
	Additional abbreviations may also be used though not in the above list.	  	                                under Uniform 
Transfers to Minors Act	 	  

		  		 	  (State)  








 For Value Received,
                 hereby sell, assign and transfer unto 

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE 
  

 
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
POSTAL ZIP CODE, OF ASSIGNEE) 
  
  

 

			
	  
	 	shares
	of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint	 	
	  
	 	Attorney
	to transfer said stock on the books of the within named Corporation with full power of substation in premises.	 	

 Date:              20    

  

	
	  

	Signature:
	
	  

	Signature:


 SIGNATURE(S) GUARANTEED: 

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15. 
 NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.