0001193125-21-249178 Sample Contracts

M&T BANK CORPORATION (a New York corporation) 500,000 Depositary Shares Each Representing a 1/10th Interest in a Share of Perpetual 3.500% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series I UNDERWRITING AGREEMENT

Underwriting Agreement • August 17th, 2021 • M&t Bank Corp • State commercial banks • New York

• Contract Type
  Underwriting Agreement
• Filed
  August 17th, 2021
• Company
  M&t Bank Corp
• Industry
  State commercial banks
• Jurisdiction
  New York

M&T Bank Corporation, a New York corporation (the “Company”), confirms its agreement with RBC Capital Markets, LLC, Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as representatives (in such capacity, the “Representatives”) of the underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of depositary shares (“Depositary Shares”), each representing a 1/10th interest in a share of the Company’s Perpetual 3.500% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series I, par value $1.00 and liquidation preference $10,000 per share (the “Preferred Stock”). The aforesaid 500,000 Depositary Shares to be purchased by the Underwriters are referred to herein as the “Securities.” The shares of Preferred Stock represented by the

DEPOSIT AGREEMENT among M&T BANK CORPORATION, as Issuer and COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., jointly as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of August 17, 2021

Deposit Agreement • August 17th, 2021 • M&t Bank Corp • State commercial banks • New York

• Contract Type
  Deposit Agreement
• Filed
  August 17th, 2021
• Company
  M&t Bank Corp
• Industry
  State commercial banks
• Jurisdiction
  New York

This DEPOSIT AGREEMENT dated as of August 17, 2021, among (i) M&T Bank Corporation, a New York corporation, (ii) Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, jointly as Depositary (as hereinafter defined), and (iii) the holders from time to time of the Receipts described herein.