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Exhibit 3.2
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
M&T BANK CORPORATION
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
The undersigned, being the President and the Corporate Secretary of M&T
Bank Corporation, do hereby certify and set forth:
(1) The name of the corporation is M&T Bank Corporation. The name under
which the corporation was formed is First Empire State Corporation.
(2) The certificate of incorporation of M&T Bank Corporation was filed
by the Department of State on the 6th day of November, 1969. A first restated
certificate of incorporation was filed by the Department of State on the 19th
day of December, 1969; a second restated certificate of incorporation was filed
by the Department of State on the 28th day of April, 1986; a third restated
certificate of incorporation was filed by the Department of State on the 20th
day of April, 1989; an amendment to the certificate of incorporation was filed
by the Department of State on the 14th day of March, 1991; a fourth restated
certificate of incorporation was filed by the Department of State on the 8th day
of May, 1997; an amendment to the certificate of incorporation was filed by the
Department of State on the 29th day of May, 1998; and a fifth restated
certificate of incorporation was filed by the Department of State on the 3rd day
of June, 1998.
(3) Article FOURTH, Section 1, of the certificate of incorporation of
M&T Bank Corporation, which sets forth the aggregate number of shares which the
corporation shall have authority to issue, the division of such shares into
classes, and the number and par value of shares in
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each class, is hereby amended to read as follows:
FOURTH: 1. The aggregate number of shares of stock which the
Corporation shall have authority to issue is one hundred fifty-one
million (151,000,000) shares, divided into two classes, namely,
preferred shares and common shares. The number of preferred shares
authorized is one million (1,000,000) shares of the par value of one
dollar ($1.00) per share. The number of common shares authorized is one
hundred fifty million (150,000,000) shares of the par value of fifty
cents ($0.50) per share.
This amendment to the certificate of incorporation of M&T Bank
Corporation provides for a change of shares as follows:
Issued Shares: This amendment provides for a change of 8,101,539 issued
common shares of the par value of $5.00 per share. Resulting from the
change are 81,015,390 issued common shares of the par value of $0.50
per share. The terms of the change are as follows: Each issued common
share existing immediately prior to the effective time of this
amendment (whether outstanding or held in treasury) shall be changed by
this amendment into 10 issued common shares.
Unissued shares: This amendment provides for a change of 6,898,461
unissued common shares of the par value of $5.00 per share. Resulting
from the change are 68,984,610 unissued common shares of the par value
of $0.50 per share. The terms of the change are as follows: Each
unissued common share existing immediately prior to the effective time
of this amendment shall be changed by this amendment into 10 unissued
common shares.
(4) This amendment to the certificate of incorporation of M&T Bank
Corporation was authorized, pursuant to section 803(a) of the Business
Corporation Law, by the vote of the board of directors of the corporation
followed by the vote of the holders of a majority of all outstanding shares
entitled to vote thereon at a meeting of the shareholders.
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IN WITNESS WHEREOF, the undersigned have executed, signed and verified
this certificate this 2nd day of October, 2000.
M&T BANK CORPORATION
By: /s/ Robert G. Wilmers
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Robert G. Wilmers
President
By: /s/ Marie King
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Marie King
Corporate Secretary
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STATE OF NEW YORK )
) SS.:
COUNTY OF ERIE )
Robert G. Wilmers and Marie King, being first duly sworn, depose and
say that they are respectively, the President and the Corporate Secretary of M&T
Bank Corporation, that they have read the foregoing certificate and know the
contents thereof and that the statements therein contained are true.
/s/ Robert G. Wilmers
/s/ Maire King
Sworn to before me
this 2nd day of
October, 2000.
/S/ Timothy G. Mcevoy
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Notary Public
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CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION OF
M&T BANK CORPORATION
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
Dated: October 2, 2000
Filer: Richard A. Lammert, Esq.
Senior Vice President and General Counsel
M&T Bank Corporation
One M & T Plaza
Buffalo, New York 14203