POWER OF ATTORNEY



	Know all by these presents, that the undersigned
hereby constitutes and appoints each of Richard A. Lammert, Esq. and Brian
R. Yoshida, Esq., signing singly, the undersigned's true and lawful
attorney-in-fact to:

(1)	execute for and on behalf of the undersigned,
in the undersigned's capacity as an officer, director or affiliate of M&T
Bank Corporation (the "Company"), Forms 3, 4, and 5 in accordance with
Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder; and

(2)	do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to complete and execute
any such Form 3, 4, or 5, complete and execute any amendment or amendments
thereto, and file such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority.

        The
undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney
and the rights and powers herein granted.  The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming,
any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.

	This Power of Attorney shall remain in
full force and effect until the undersigned is no longer required to file
Forms 3, 4, and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this 5th day of Nov.,
2002.






/s/ Robert E. Sadler, Jr.