Summary of M&T BANK CORP - Yahoo! Finance

Material Modification to Rights of Security Holders, Amendments to Articles of Inc.

Item 3.03. Material Modification to Rights of Security Holders

Pursuant to the terms and conditions of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 18, 2008, by and among Provident Bankshares Corporation ("Provident"), M&T Bank Corporation ("M&T"), and First Empire State Holding Company, a Maryland corporation and wholly-owned subsidiary of M&T ("Merger Sub"), Provident merged with and into Merger Sub (the "Merger"), with Merger Sub continuing as the surviving corporation and a wholly owned subsidiary of M&T. The Merger became effective at 12:01 a.m., Eastern Standard Time, on May 23, 2009.

As a result of the Merger, except for Exception Shares as defined in the Merger Agreement, (i) each outstanding share of Provident common stock, par value $1.00 per share (the "Provident Common Stock"), was converted into the right to receive 0.171625 shares of M&T's common stock, par value $0.50 (the "M&T Common Stock"), (ii) each outstanding share of Provident Series A Mandatory Convertible Non-Cumulative Preferred Stock (the "Provident Series A Preferred Stock") was converted into the right to receive one share of M&T's Series B Mandatory Convertible Non-Cumulative Preferred Stock (the "M&T Series B Preferred Stock"), and (iii) each outstanding share of Provident Fixed Rate Cumulative Perpetual Preferred Stock, Series B (the "Provident Series B Preferred Stock") was converted into the right to receive one share of M&T's Fixed Rate Cumulative Perpetual Preferred Stock, Series C (the "M&T Series C Preferred Stock").

Upon issuance of the M&T Series B Preferred Stock and the M&T Series C Preferred Stock (collectively, the "New M&T Preferred Stock") more fully described in the designations relating to each series of New M&T Preferred Stock contained in the Restated Certificate of Incorporation referenced in Item 5.03 below, the ability of M&T to pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment on M&T Common Stock and other of M&T's capital stock ranking junior to the New M&T Preferred Stock and on other preferred stock and other stock ranking on a parity with the New M&T Preferred Stock, will be subject to certain restrictions in the event that M&T does not declare dividends on the New M&T Preferred Stock during any dividend period.

This summary does not purport to be complete and is qualified in its entirety by reference to Section 5 (with respect to the M&T Series B Preferred Stock) and
Section 6 (with respect to the M&T Series C Preferred Stock) of the Restated Certificate of Incorporation filed as Exhibit 3.1 attached hereto and incorporated by reference herein.

Item 5.02. Election of Directors

Effective May 23, 2009, Gary N. Geisel, Chairman of the Board of Directors of Provident and Provident's Chief Executive Officer, joined M&T's Board of Directors. Pursuant to the Merger Agreement, M&T had agreed to cause one current member of Provident's Board of Directors, designated by Provident and reasonably acceptable to M&T, to be appointed to M&T's Board of Directors immediately after the completion of the merger. Provident had designated, and M&T had accepted, Gary N. Geisel as the designee.

Item 5.03. Amendments to Articles of Incorporation or Bylaws

In connection with the Merger, M&T filed a Restated Certificate of Incorporation with the New York State Department of State on May 22, 2009. M&T's Restated Certificate of Incorporation became effective immediately upon filing.

M&T's Restated Certificate of Incorporation restates and amends M&T's certificate of incorporation by:

(1) adding a new Section 5 to Article FOURTH that recites the terms and conditions of the series of 26,500 shares of the M&T Series B Preferred Stock;
(2) adding a new Section 6 to Article FOURTH that recites the terms and conditions of the series of 151,500 shares of the M&T Series C Preferred Stock; and
(3) amending the post office address in Article FIFTH to which the Secretary of State shall mail a copy of service of process against M&T to Attention: General Counsel, One M&T Plaza, Buffalo, New York 14203-2399.

This summary does not purport to be complete and is qualified in its entirety by reference to the Restated Certificate of Incorporation filed as Exhibit 3.1 attached hereto and incorporated by reference herein.