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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13D-1 AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13D-2(A)
M&T BANK CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.50 PER SHARE
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(Title of Class of Securities)
55261F 10 4
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(CUSIP Number)
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BRYAN SHERIDAN
ALLIED IRISH BANKS, P.L.C.
BANKCENTRE
BALLSBRIDGE
DUBLIN, IRELAND 4
IRELAND
011-353-1-641-4646
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
APRIL 1, 2003
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ].
Page 1 of 11 Pages
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CUSIP No. SCHEDULE 13D Page 2 of 11 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ALLIED IRISH BANKS, P.L.C.
I.R.S. IDENTIFICATION NO: 13-1774656
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE ORGANIZATION
IRELAND
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7
SOLE VOTING POWER
26,700,000
NUMBER OF
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8
SHARES SHARED VOTING POWER
0
BENEFICIALLY
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9
OWNED BY SOLE DISPOSITIVE POWER
26,700,000
EACH
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10
REPORTING SHARED DISPOSITIVE POWER
0
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,700,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%
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14 TYPE OF REPORTING PERSON
HC
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CUSIP No. SCHEDULE 13D Page 3 of 11 Pages
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ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Schedule 13D") relates to the common
stock, par value $0.50 per share (the "M&T Common Stock"), of M&T Bank
Corporation, a New York corporation ("M&T"). The principal executive offices of
M&T are located at One M&T Plaza, Buffalo, New York 14229.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by Allied Irish Banks, p.l.c., a limited
liability company incorporated under the laws of Ireland ("AIB"), having its
principal place of business and principal office at Bankcentre, Ballsbridge,
Dublin 4, Ireland. AIB, through its subsidiaries, provides a diverse range of
banking, financial and related services, principally in Ireland, the United
Kingdom and Poland. Attached as Schedule I hereto and incorporated herein by
reference is a list containing the (a) name, (b) business address, (c)
citizenship and (d) present principal occupation or employment of each director
and executive officer of AIB.
AIB has not during the last five years been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws. To AIB's knowledge, during the last five
years, none of such directors and executive officers has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Other than its directors and executive officers, there are no persons or
corporations controlling or ultimately in control of AIB.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to an Agreement and Plan of Reorganization, dated as of September
26, 2002 (the "Acquisition Agreement"), by and among AIB, M&T and Allfirst
Financial Inc., a Delaware corporation and wholly owned subsidiary of AIB
("Allfirst"), a copy of which is included as Exhibit A hereto and is
incorporated herein by reference, AIB agreed to sell, and M&T agreed to
purchase, all of the outstanding shares of common stock, par value $5.00 per
share, of Allfirst, in exchange for the shares of M&T Common Stock reported
herein and cash consideration. The purchase was completed on April 1, 2003.
Promptly following the purchase, and as part of the
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CUSIP No. SCHEDULE 13D Page 4 of 11 Pages
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transaction, Allfirst was merged with and into M&T, with M&T surviving the
merger, and Allfirst Bank, Allfirst's principal banking subsidiary, was merged
with and into M&T's principal banking subsidiary, Manufacturers and Traders
Trust Company, with Manufacturers and Traders Trust Company surviving the
merger.
ITEM 4. PURPOSE OF TRANSACTION.
AIB acquired the shares of M&T Common Stock received by it pursuant to the
Acquisition Agreement for investment.
Pursuant to the Acquisition Agreement, the Amended Bylaws (as defined in
Item 6 below) and the M&T Certificate (as defined in Item 6 below), as more
fully described in Item 6 below, AIB became entitled to select four directors to
the Board of Directors of M&T and its principal bank subsidiary effective as of
April 1, 2003, and in the future will be entitled to nominate up to four
directors depending upon the percentage of M&T Common Stock then owned by AIB.
AIB also has certain additional rights, protections and obligations regarding
share ownership and corporate governance under those documents, including: the
right to certain representation on the committees of the Board of Directors of
M&T and its principal bank subsidiary; the requirement that AIB's
representatives on the M&T Board of Directors, acting through the appropriate
Board committee, consent in order to take specified corporate actions, and the
requirement for other specified corporate actions that those actions not be
opposed by AIB's committee representative and at least one other committee
member not designated by AIB; restrictions on AIB's right to own more than 25%
of the outstanding Common Stock and on AIB's right to take certain other actions
as a shareholder of M&T without the approval of the Board of Directors of M&T
except under limited circumstances; AIB's right to maintain its proportionate
ownership of M&T ; restrictions on the ability of AIB to sell its shares of
Common Stock received pursuant to the Acquisition Agreement; and M&T's right to
purchase shares of Common Stock owned by AIB that are subsequently offered for
sale by AIB in certain cases.
Except as set forth above, none of AIB or, to the knowledge of AIB, any of
the persons listed on Schedule I, has any plans or proposals that relate to or
that would result in any of the transactions described in subparagraphs (a)
through (j) of Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) AIB beneficially owns 26,700,000 shares of Common Stock, which
represents approximately 22.4% of the outstanding Common Stock (based on
approximately 118,994,198 shares of Common Stock outstanding) as of April 1,
2003.
(b) AIB has the sole power to vote and the sole power to dispose of the
shares of Common Stock reported in subparagraph (a) of Item 5.
(c) Other than the acquisition of the shares of Common Stock pursuant to
the Acquisition Agreement, AIB has not effected any transactions in the Common
Stock during the past 60 days.
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CUSIP No. SCHEDULE 13D Page 5 of 11 Pages
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(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
GENERAL
The Acquisition Agreement includes a number of terms relating to the
corporate governance of M&T and related matters. Certain of these terms are
reflected in amended and restated bylaws adopted by M&T upon the closing of the
transactions contemplated by the Acquisition Agreement (the "Amended Bylaws"), a
copy of which is included as Exhibit B and is incorporated herein by reference,
and the ability of M&T to modify such bylaw provisions is limited by M&T's
certificate of incorporation as amended pursuant to the terms of the Acquisition
Agreement (as amended, the "M&T Certificate"), a copy of which amendment is
included as Exhibit C and is incorporated herein by reference.
BOARD AND COMMITTEE REPRESENTATION
Effective as of April 1, 2003, M&T appointed the following AIB
designees to the Board of Director of M&T and to the board of Directors of
Manufacturers and Traders Trust Company, M&T's principal bank subsidiary ("M&T
Bank"): Michael D. Buckley, AIB Group Chief Executive; Gary Kennedy, AIB Group
Director, Finance and Enterprise Technology; and Eugene J. Sheehy, the former
Chairman and Chief Executive Officer of Allfirst. A fourth AIB designee will
also join the Boards of Directors of M&T and M&T Bank in due course. Mr. Buckley
also joined the Executive Committee and the Nomination and Compensation
Committee of the Board of Directors of M&T and the Executive Committee of the
Board of Directors of M&T Bank.
For as long as AIB remains a significant shareholder of M&T, AIB will have
representation on the Boards of Directors of both M&T and M&T Bank as follows:
o As long as AIB holds at least 15% of the outstanding shares of M&T Common
Stock, AIB will be entitled to designate, and the M&T board will nominate and
recommend for election, four persons on both the M&T and M&T Bank Boards of
Directors, and to representation on specified key Board of Directors
committees.
o AIB holds at least 10%, but less than 15%, of the outstanding shares of
M&T Common Stock, AIB will be entitled to designate, and the M&T board will
nominate and recommend for election, at least two people on both the M&T and
M&T Bank Boards of Directors.
o AIB's ownership interest in M&T is at least 5%, but less than 10%, of the
outstanding shares of M&T Common Stock, AIB will be entitled to designate,
and the Board of Directors of M&T will nominate and recommend for election,
at least one person on both the M&T and M&T Bank Boards of Directors.
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CUSIP No. SCHEDULE 13D Page 6 of 11 Pages
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As long as AIB holds at least 15% of the outstanding shares of M&T Common Stock,
neither the board of directors of M&T nor M&T Bank will consist of more than 28
directors without the consent of AIB.
If AIB's holdings of M&T Common Stock fall below 15%, but not lower than
12% of the outstanding shares of M&T Common Stock, AIB will continue to have the
same rights that it would have had if it owned 15% of the outstanding shares of
M&T Common Stock, as long as AIB restores its ownership percentage to 15% within
one year. Additionally, as described in more detail below, the Acquisition
Agreement requires M&T to repurchase shares of M&T Common Stock in order to
offset dilution to AIB's ownership interest that may otherwise be caused by
issuances of M&T Common Stock under M&T employee and director benefit or stock
purchase plans. Dilution of AIB's ownership position caused by such issuances
will not be counted in determining whether a Sunset Date has occurred or whether
any of AIB's other rights under the Acquisition Agreement have terminated. The
date on which AIB no longer holds at least 15% of the M&T Common Stock,
calculated as described in this paragraph, is referred to herein as the "Sunset
Date."
Pursuant to the Acquisition Agreement, M&T was entitled to designate one
individual, reasonably acceptable to AIB, to the AIB board of directors. M&T
selected as its designee Mr. Robert Wilmers, Chairman, President and Chief
Executive Officer of M&T Bank Corporation, who joined the AIB Board of Directors
effective April 1, 2003.
AMENDED BYLAWS
The Amended Bylaws provide that, until the Sunset Date, the M&T board may
not take or make any recommendation to M&T shareholders regarding the following
actions without the approval of the Executive Committee of the Board of
Directors of M&T, including the approval of the AIB designee serving on that
Committee:
o Any amendment of the M&T Certificate or the Amended Bylaws that would be
inconsistent with the rights described herein or that would otherwise have an
adverse effect on the board representation, committee representation or other
rights of AIB contemplated by the Acquisition Agreement;
o Any activity not permissible for a U.S. bank holding company;
o The adoption of any shareholder rights plan or other measures having the
purpose or effect of preventing or materially delaying completion of any
transaction involving a change in control of M&T ; or
o Any public announcement disclosing M&T's desire or intention to take any of
the foregoing actions.
The Amended Bylaws also provide that, until the Sunset Date, the M&T Board
of Directors may only take or make any recommendation to M&T shareholders
regarding the
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CUSIP No. SCHEDULE 13D Page 7 of 11 Pages
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following actions if the action has been approved by the Executive
Committee of the Board of Directors of M&T (in the case of the first four items
and sixth item below) or the Nomination and Compensation Committee of the Board
of Directors of M&T (in the case of the fifth item below) and the members of
such Committee not voting in favor of the action do not include the AIB designee
serving on such committee and at least one other member of such Committee who is
not an AIB designee:
o Any reduction in M&T's cash dividend policy such that the ratio of cash
dividends to net income is less than 15%, or any extraordinary dividends or
distributions to holders of M&T Common Stock;
o Any acquisition of any assets or businesses, (1) if the consideration is in
M&T Common Stock, where the stock consideration paid by M&T exceeds 10% of
the aggregate voting power of M&T Common Stock and (2) if the consideration
is cash, M&T stock or other consideration, where the fair market value of the
consideration paid by M&T exceeds 10% of the market capitalization of M&T, as
determined under the Acquisition Agreement;
o Any sale of any assets or businesses in which the value of the aggregate
consideration to be received exceeds 10% of the market capitalization of M&T,
as determined under the Acquisition Agreement;
o Any liquidation or dissolution of M&T ;
o The appointment or election of the Chairman of the Board of Directors
or the Chief Executive Officer of M&T ; or
o Any public announcement disclosing M&T's desire or intention to take any of
the foregoing actions prior to obtaining the requisite committee approval.
In connection with the Acquisition Agreement, M&T's certificate of
incorporation was amended to provide that the provisions of the Amended Bylaws
described above will not be amended or repealed without the unanimous approval
of the entire M&T Board of Directors or the approval of the holders of not less
than 80% of the outstanding shares of M&T Common Stock. The provisions of the
Amended Bylaws described above will automatically terminate when AIB holds less
than 5% of the outstanding shares of M&T Common Stock, as determined under the
Acquisition Agreement.
INVESTMENT PARAMETERS
The Acquisition Agreement provides that, until the second anniversary of
the Sunset Date, without the prior written consent of the M&T board, AIB will
not, directly or indirectly, acquire or offer to acquire (except by way of stock
dividends, offerings made available to M&T shareholders generally, or pursuant
to compensation plans) more than 25% of the then outstanding shares of M&T
Common Stock. Further, during this period, AIB and AIB's subsidiaries have
agreed not to participate in any proxy solicitation or to otherwise seek to
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CUSIP No. SCHEDULE 13D Page 8 of 11 Pages
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influence any M&T shareholder with respect to the voting of any shares of M&T
Common Stock for the approval of any shareholder proposals.
The Acquisition Agreement also provides that, during this period, AIB will
not make any public announcement with respect to any proposal or offer by AIB or
any AIB subsidiary with respect to certain transactions (such as mergers,
business combinations, tender or exchange offers, the sale or purchase of
securities or similar transactions) involving M&T or any of the M&T
subsidiaries. The Acquisition Agreement also provides that, during this period,
AIB may not subject any shares of M&T Common Stock to any voting trust or voting
arrangement or agreement and will not execute any written consent as a
shareholder with respect to the M&T Common Stock.
The Acquisition Agreement also provides that, during this period, AIB will
not seek to control or influence the management, the board of directors of M&T
or policies of M&T, including through communications with shareholders of M&T or
otherwise, except through non-public communications with the directors of M&T,
including the AIB designees.
The foregoing restrictions on AIB will no longer apply if a third party
commences or announces its intention to commence a tender offer or an exchange
offer and, within a reasonable time, the M&T board either does not recommend
that shareholders not accept the offer or fails to adopt a shareholders rights
plan, or if M&T or M&T Bank becomes subject to any regulatory capital directive
or becomes an institution in "troubled" condition under applicable banking
regulations. However, in the event the tender offer or exchange offer is not
commenced or consummated in accordance with its terms, the restrictions on AIB
described above will thereafter continue to apply.
ANTI-DILUTION PROTECTIONS
M&T has agreed that, until the Sunset Date, if it issues shares of M&T
stock (other than certain issuances to employees pursuant to option and benefit
plans), subject to applicable law and regulatory requirements, AIB will have the
right to purchase at fair market value up to the number of shares of M&T Common
Stock required to increase or maintain its equity interest in M&T to 22.5% of
the then outstanding shares of M&T Common Stock.
M&T has also agreed that following the Closing Date until the Sunset Date,
in connection with any issuance of M&T stock pursuant to employee option or
benefit plans, M&T will, as soon as reasonably practicable (taking into account
applicable law, regulatory capital requirements, capital planning and risk
management), take such necessary actions so that AIB's proportionate ownership
of M&T Common Stock is not reduced as a result of such issuances, including by
funding such issuances through purchases of M&T Common Stock in the open market
or by undertaking share repurchase programs. Under the Acquisition Agreement,
M&T agreed that it would, subject to applicable law, in the event that, as of
the Closing Date, the stock that AIB is entitled to receive in the Exchange
represents less than 22.5% of M&T's outstanding common stock, M&T will
repurchase prior to December 31, 2003 a sufficient number of shares of
outstanding M&T Common Stock so that the amount of stock that AIB was entitled
to receive
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CUSIP No. SCHEDULE 13D Page 9 of 11 Pages
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as of the Closing Date will equal 22.5% of the issued and outstanding
shares of M&T Common Stock. If for any reason M&T does not repurchase shares as
required by the first sentence of this paragraph within one year following the
employee issuance, or as required by the second sentence of this paragraph by
December 31, 2003, then the shares of M&T Common Stock issued pursuant to such
employee issuance will be deemed to be an issuance occurring on the last day of
the relevant period and will entitle AIB to the anti-dilution purchase rights
described in the immediately preceding paragraph. No reduction in AIB's
percentage ownership of the outstanding M&T Common Stock resulting from any
issuance of shares that are subject to M&T's repurchase obligations as described
in this paragraph will be taken into account in determining whether the Sunset
Date has occurred or whether any of AIB's other rights under the Acquisition
Agreement have terminated.
SALE OF M&T COMMON STOCK; RIGHT OF FIRST REFUSAL IN CERTAIN CIRCUMSTANCES
The M&T Common Stock issued to AIB under the Acquisition Agreement were
not registered under the Securities Act of 1933 ("Securities Act") and may only
be disposed of by AIB pursuant to an effective registration statement or
pursuant to an exemption from registration under the Securities Act and subject
to the provisions of the Acquisition Agreement. The shares of M&T Common Stock
issued to AIB under the Acquisition Agreement are the subject of a Registration
Rights Agreement entered into between AIB and M&T as of April 1, 2003, a copy of
which is included as Exhibit D hereto and is incorporated herein by reference.
The Registration Rights Agreement provides that, upon AIB's request, M&T
will file a registration statement relating to all or a portion of AIB's shares
of M&T Common Stock providing for the sale of such shares by AIB from time to
time on a continuous basis pursuant to Rule 415 under the Securities Act,
provided that M&T is only required to effect one such "shelf registration" in
any 12-month period. In addition, the Registration Rights Agreement provides
that AIB is entitled to demand registration under the Securities Act of all or
part of its shares of M&T stock, provided that M&T is not required to effect two
such "demand registrations" in any 12-month period. Any demand or shelf
registration must cover at least one million shares.
The Registration Rights Agreement further provides that in the event M&T
proposes to file a registration statement other than pursuant to a shelf
registration or demand registration or Forms S-8 or S-4, for an offering and
sale of shares by M&T in an underwritten offering or an offering and sale of
shares on behalf of one or more selling shareholders, M&T must give AIB notice
at least 15 days prior to the anticipated filing date, and AIB may request that
all or a portion of its M&T common shares be included in the registration
statement. M&T will honor the request unless the managing underwriter advises
M&T in writing that in its opinion the inclusion of all shares requested to be
included by M&T, the other selling shareholders, if any, and AIB would
materially and adversely affect the offering, in which case M&T may limit the
number of shares included in the offering to a number that would not reasonably
be expected to have such an effect. In such event, the number of shares to be
included in the registration statement shall first include the number of shares
requested to be included by M&T and then the shares requested by other selling
shareholders, including AIB, on a pro rata basis according to the number of
shares requested to be included in the registration statement by each
shareholder.
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CUSIP No. SCHEDULE 13D Page 10 of 11 Pages
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Under the Acquisition, AIB has agreed that as long as it holds 5% or more
of the outstanding shares of M&T Common Stock, AIB will not dispose of any of
its shares of M&T Common Stock except, subject to the terms and conditions of
the Acquisition Agreement and applicable law: in a widely dispersed public
distribution; a private placement in which no one party acquires the right to
purchase more than 2% of the outstanding shares of M&T Common Stock; an
assignment to a single party (such as a broker or investment banker) for the
purpose of conducting a widely dispersed public distribution on AIB's behalf;
pursuant to Rule 144 under the Securities Act; pursuant to a tender or exchange
offer to M&T's shareholders not opposed by M&T's board of directors, or open
market purchase programs made by M&T ; with the consent of M&T, which consent
will not be unreasonably withheld, to a controlled subsidiary of AIB; or
pursuant to M&T's right of first refusal as described below.
The Acquisition Agreement provides that until AIB no longer holds at least
5% of the outstanding shares of M&T Common Stock, if AIB wishes to sell or
otherwise transfer any of its shares of M&T Common Stock other than as described
in the preceding paragraph, AIB must first submit an offer notice to M&T
identifying the proposed transferee and setting forth the proposed terms of the
transaction, which shall be limited to sales for cash, cash equivalents or
marketable securities. M&T will have the right, for 20 days following receipt of
an offer notice from AIB, to elect to purchase all (but not less than all) of
the shares of M&T Common Stock that AIB wishes to sell, on the proposed terms
specified in the offer notice. If M&T declines or fails to respond to the offer
notice within 20 days, AIB may sell all or a portion of the M&T shares specified
in the offer notice to the proposed transferee at a purchase price equal to or
greater than the price specified in the offer notice, at any time during the
three months following the date of the offer notice, or, if prior notification
to or approval of the sale by the Federal Reserve or another regulatory agency
is required, AIB shall pursue regulatory approval expeditiously and the sale may
occur on the first date permitted under applicable law.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT DOCUMENT
Exhibit A Agreement and Plan of Reorganization,
dated as of September 26, 2003, by and
among Allied Irish Banks, p.l.c.,
Allfirst Financial Inc. and M&T Bank
Corporation.
Exhibit B Amended and Restated Bylaws of M&T
Bank Corporation
Exhibit C Amendment to the Certificate of
Incorporation of M&T Bank Corporation.
Exhibit D Registration Rights Agreement, dated
as of April 1, 2003, by and between
Allied Irish
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CUSIP No. SCHEDULE 13D Page 11 of 11 Pages
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Banks, p.l.c. and M&T Bank Corporation
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 10, 2003
ALLIED IRISH BANKS, p.l.c.
By: /s/: William M. Kinsella
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Name: William M. Kinsella
Title: Secretary
Schedule I
The names, present principal occupations and business addresses of the
directors and executive officers of Allied Irish Banks, p.l.c., as the Reporting
Person ("AIB"), are set forth below. If no address is given, the director's or
executive officer's principal business address is that of the principal
executive offices of AIB.
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION CITIZENSHIP
Lochlann Quinn (director) Chairman of AIB Ireland
Michael Buckley (director Group Chief Executive of Ireland
and executive officer) AIB
Adrian Burke (director) Chartered Accountant Ireland
Padraic M. Fallon Chairman, Euromoney Ireland
(director) Institutional Investor PLC
Dermot Gleeson (director) Barrister Ireland
Don Godson (director) Company Director Ireland
Derek A. Higgs (director) Director United Kingdom
Gary Kennedy (director Group Director, Ireland
and executive officer) Finance and Enterprise
Technology of AIB
John B. McGuckian Chairman of Ulster Ireland
(director) Television plc
Carol Moffett (director) Director Ireland
Jim O'Leary (director) University Lecturer Ireland
Michael J. Sullivan Attorney-at-law United States
(director)
Robert Wilmers (director) Chairman, President and United States
Chief Executive Officer
of M&T Bank Corporation
Gerry Byrne (executive Managing Director, Poland Ireland
officer) Division
Colm Doherty (director and Managing Director, Ireland
executive officer) Capital Markets Division,
of AIB
Michael J. Lewis Head of Strategic Human Ireland
(executive officer) Resources of AIB
Aidan McKeon (director and Managing Director, AIB Ireland
executive officer) Bank GB & NI
Declan McSweeney Chief Financial Officer Ireland
(executive officer) of AIB
Shom Bhattacharya (executive Group Chief Risk India
officer) Officer of AIB
Donald Forde (executive Managing Director, Ireland
officer) AIB Bank
EXHIBIT INDEX
EXHIBIT DOCUMENT
Exhibit A Agreement and Plan of Reorganization,
dated as of September 26, 2002, by and
among Allied Irish Banks, p.l.c.,
Allfirst Financial Inc. and M&T Bank
Corporation (incorporated herein by
reference to Exhibit 2 to the Current
Report on Form 8-K filed by M&T Bank
Corporation with the Commission on
October 3, 2002).
Exhibit B Amended and Restated Bylaws of M&T
Bank Corporation (incorporated herein
by reference to Appendix E to the
Definitive Merger Proxy on Schedule
14A filed by M&T Bank Corporation with
the Commission on November 5, 2002).
Exhibit C Amendment to the Certificate of
Incorporation of M&T Bank Corporation
(incorporated herein by reference to
Appendix C to the Definitive Merger
Proxy on Schedule 14A filed by M&T
Bank Corporation with the Commission
on November 5, 2002).
Exhibit D Registration Rights Agreement, dated
as of April 1, 2003, by and between
Allied Irish Banks, p.l.c. and M&T Bank
Corporation.