EXHIBIT 3.4
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
M&T BANK CORPORATION
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
The undersigned, being an Executive Vice President and an Assistant
Secretary, respectively, 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; a fifth restated certificate
of incorporation was filed by the Department of State on the 3rd day of June,
1998; an amendment to the certificate of incorporation was filed by the
Department of State on the 5th day of October, 2000; and an amendment to the
certificate of incorporation was filed by the Department of State on the 25th
day of March, 2003.
(3) A new Article EIGHTH is added to the certificate of incorporation
of M&T Bank Corporation to read as follows:
EIGHTH: Notwithstanding anything herein or in the Bylaws to
the contrary, each of this Article EIGHTH and the following provisions
of the Bylaws may not be amended, modified or repealed, nor may any
provisions of this certificate of incorporation or the Bylaws be
adopted that are inconsistent with this article or such provisions,
without either (i) the unanimous approval of the entire Board of
Directors or (ii) the affirmative vote of holders of not less than
eighty percent (80%) of the outstanding shares of common stock of the
Corporation:
- the last proviso of the second sentence of Article II, Section
1;
- Article II, Section 3,
- Article II, Section 12,
- the proviso to the first sentence of Article III, Section 1,
- Article III, Section 4,
- Article X, Section 2,
- Article X, Section 3,
- Article XII, and
- any references to the foregoing Sections elsewhere in the
Bylaws.
The provisions of this Article EIGHTH shall automatically terminate
without any action on the part of the Corporation, the Board of
Directors or the stockholders upon the termination of the foregoing
provisions of the Bylaws in accordance with Article X, Section 3 of the
Bylaws.
(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 stockholders.
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IN WITNESS WHEREOF, the undersigned have executed, signed and verified
this certificate this 28th day of March, 2003.
M&T BANK CORPORATION
By: /s/ Michael P. Pinto
----------------------------------
Michael P. Pinto
Executive Vice President
By: /s/ Brian R. Yoshida
--------------------------------
Brian R. Yoshida
Assistant Secretary
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STATE OF NEW YORK )
) SS.:
COUNTY OF ERIE )
Michael P. Pinto and Brian R. Yoshida, being first duly sworn, depose
and say that they are respectively, an Executive Vice President and an Assistant
Secretary, respectively, 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/ Michael P. Pinto
-------------------------------------
Michael P. Pinto
/s/ Brian R. Yoshida
-----------------------------------
Brian R. Yoshida
Sworn to before me
this 28th day of March, 2003.
/s/ Timothy G. McEvoy
- ----------------------------
Notary Public
TIMOTHY G. MCEVOY
Notary Public, State of New York
Qualified in Erie County
Commission Expires August 29, 2006
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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: March 28, 2003
Filer: Richard A. Lammert, Esq.
Executive Vice President and General Counsel
M&T Bank Corporation
One M & T Plaza
Buffalo, New York 14203
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