EXHIBIT 24

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and/or officers of M&T Bank Corporation, a corporation organized under the laws of the State of New York (the “Corporation”), hereby constitutes and appoints Robert G. Wilmers, Michael P. Pinto, Mark W. Yonkman and Brian R. Yoshida, and each of them (with full power to each of them to act alone), his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and on his or her behalf and in his or her name, place and stead, in any and all capacities, to sign, execute and to affix his or her seal to and file with the U.S. Securities and Exchange Commission (or any other governmental or regulatory authority) a Registration Statement on Form S-8 (or any other appropriate form), and any and all amendments (including post-effective amendments) thereto, with all exhibits and any and all documents required to be filed with respect thereto, relating to the registration under the Securities Act of 1933, as amended, of shares of the Corporation’s common stock, par value $0.50 per share, to be issued or sold pursuant to the M&T Bank Corporation 2005 Incentive Compensation Plan, granting unto said attorneys, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully to all intents and purposes as he himself or she herself might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned directors and/or officers has hereunto set his or her hand as of the date specified.

Dated: February 15, 2005

/s/ Robert G. Wilmers
Robert G. Wilmers	Chairman of the Board, President and Chief Executive Officer and Director
/s/ Michael P. Pinto
Michael P. Pinto	Executive Vice President, Chief Financial Officer and Director
/s/ Michael R. Spychala
Michael R. Spychala	Senior Vice President and Controller
William F. Allyn	Director
/s/ Brent D. Baird
Brent D. Baird	Director

/s/ Robert J. Bennett
Robert J. Bennett	Director
/s/ C. Angela Bontempo
C. Angela Bontempo	Director
Robert T. Brady	Director
/s/ Emerson L. Brumback
Emerson L. Brumback	Director
/s/ Michael D. Buckley
Michael D. Buckley	Director
/s/ Patrick J. Callan
Patrick J. Callan	Director
/s/ R. Carlos Carballada
R. Carlos Carballada	Director
T. Jefferson Cunningham III	Director
/s/ Richard E. Garman
Richard E. Garman	Director
/s/ Derek C. Hathaway
Derek C. Hathaway	Director
Daniel R. Hawbaker	Director

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/s/ Patrick W.E. Hodgson
Patrick W.E. Hodgson	Director
/s/ Gary Kennedy
Gary Kennedy	Director
/s/ Richard G. King
Richard G. King	Director
/s/ Reginald B. Newman, II
Reginald B. Newman, II	Director
/s/ Jorge G. Pereira
Jorge G. Pereira	Vice Chairman and Director
/s/ Robert E. Sadler, Jr.
Robert E. Sadler, Jr.	Director
Eugene J. Sheehy	Director
/s/ Stephen G. Sheetz
Stephen G. Sheetz	Director
/s/ Herbert L. Washington
Herbert L. Washington	Director

3