EXHIBIT 14.1

                              M&T BANK CORPORATION
              CODE OF ETHICS FOR CEO AND SENIOR FINANCIAL OFFICERS

         M&T Bank Corporation has a Code of Business Conduct and Ethics
applicable to all employees of M&T Bank Corporation. The CEO, the CFO, the
Controller and all other senior financial officers designated by the CFO from
time to time, are bound by the provisions set forth therein relating to ethical
conduct, conflicts of interest and compliance with the law. In addition to the
Code of Business Conduct and Ethics, the CEO and senior financial officers are
subject to the following additional specific policies:

- -   The CEO and all senior financial officers are responsible for full, fair,
    accurate, timely and understandable disclosure in the periodic reports
    required to be filed by the Company with the SEC. Accordingly, it is the
    responsibility of the CEO and each senior financial officer promptly to
    bring to the attention of the Disclosure Committee any material information
    of which he or she may become aware that affects or could affect the
    disclosures made or contemplated by M&T Bank Corporation in its public
    filings or otherwise assist the Disclosure Committee in fulfilling its
    responsibilities as specified in M&T Bank Corporation's Financial Reporting
    and Disclosure, Controls and Procedures Policy.

- -   The CEO and each senior financial officer shall promptly bring to the
    attention of the Disclosure Committee and the Audit Committee any
    information he or she may have concerning significant deficiencies in the
    design or operation of internal controls which could adversely affect M&T
    Bank Corporation's ability to record, process, summarize and report
    financial data, or any fraud, whether or not material, that involves
    management or other employees who have a significant role in financial
    reporting, disclosures or internal controls.

- -   The CEO and each senior financial officer shall promptly bring to the
    attention of the General Counsel or the CEO and to the Audit Committee any
    information he or she may have concerning any violation of the Company's
    Code of Business Conduct and Ethics, including any actual or apparent
    conflicts of interest between personal and professional relationships,
    involving any management or other employees who have a significant role in
    M&T Bank Corporation's financial reporting, disclosures or internal
    controls.

- -   The CEO and each senior financial officer shall promptly bring to the
    attention of the General Counsel or the CEO and to the Audit Committee any
    information he or she may have concerning evidence of a material violation
    of the securities or other laws, rules or regulations applicable to M&T Bank
    Corporation and the operation of its business, by M&T Bank Corporation or
    any agent thereof, or of violation of the Code of Business Conduct and
    Ethics or of these additional procedures.



- -   The Board of Directors shall determine, or designate appropriate persons to
    determine, appropriate actions to be taken in the event of violations of the
    Code of Business Conduct and Ethics or of these additional procedures by the
    CEO and M&T Bank Corporation's senior financial officers. Such actions shall
    be reasonably designed to deter wrongdoing and to promote accountability for
    adherence to the Code of Business Conduct and Ethics and to these additional
    procedures, and shall include written notices to the individual involved
    that the Board has determined that there has been a violation, censure by
    the Board, demotion or re-assignment of the individual involved, suspension
    with or without pay or benefits (as determined by the Board) or termination
    of the individual's employment. In determining what action is appropriate in
    a particular case, the Board of Directors or such designee shall take into
    account all relevant information, including the nature and severity of the
    violation, whether the violation was a single occurrence or repeated
    occurrences, whether the violation appears to have been intentional or
    inadvertent, whether the individual in question had been advised prior to
    the violation as to the proper course of action and whether or not the
    individual in question had committed other violations in the past.