- Statement of Changes in Beneficial Ownership (4)
May 26 2009 - 6:47PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
UPHOUSE JEANNE M
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2. Issuer Name
and
Ticker or Trading Symbol
PROVIDENT BANKSHARES CORP
[
(PBKS)
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Executive Vice President
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(Last)
(First)
(Middle)
114 EAST LEXINGTON STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/23/2009
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(Street)
BALTIMORE, MD 21202
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/23/2009
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D
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11241.861
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D
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(1)
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0.0000
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D
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Common Stock
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5/23/2009
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D
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10989.7142
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D
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(2)
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0.0000
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I
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By 401(k)
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Common Stock
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5/23/2009
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D
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468
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D
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(3)
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0.0000
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I
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By Stock Award II
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Common Stock
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5/23/2009
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D
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998
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D
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(4)
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0.0000
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I
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By Stock Award III
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Common Stock
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5/23/2009
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D
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3886
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D
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(5)
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0.0000
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I
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By Stock Award IV
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Common Stock
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5/23/2009
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D
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3324
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D
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(6)
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0.0000
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I
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By Stock Award V
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-Qualified Stock Option (right to buy)
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$33.6600
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5/23/2009
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D
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10000
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2/16/2006
(7)
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2/16/2013
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Common Stock
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10000
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$0
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0
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D
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Non-Qualified Stock Options (right to buy)
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$36.0000
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5/23/2009
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D
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3314
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2/15/2007
(8)
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2/15/2014
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Common Stock
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3314
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$0
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0
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D
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Non-Qualified Stock Options (right-to-buy)
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$32.2200
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5/23/2009
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D
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15000
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2/18/2004
(9)
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2/18/2014
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Common Stock
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15000
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$0
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0
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D
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Stock Options (right to buy)
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$35.7000
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5/23/2009
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D
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4358
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2/21/2008
(10)
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2/21/2015
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Common Stock
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4358
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$0
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0
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D
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Stock Options (right to buy)
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$17.3700
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5/23/2009
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D
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24000
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2/20/2009
(11)
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2/20/2016
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Common Stock
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24000
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$0
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0
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D
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Stock Options (right to buy)
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$7.0400
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5/23/2009
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D
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23843
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8/20/2009
(12)
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8/20/2016
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Common Stock
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23843
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$0
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0
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D
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Explanation of Responses:
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(
1)
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Disposed of pursuant to merger agreement between issuer and M&T Bank Corporation in exchange for 1,929 shares of M&T Bank Corporation common stock having a market value of $46.73 per share on the closing date of the merger.
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(
2)
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Disposed of pursuant to merger agreement between issuer and M&T Bank Corporation in exchange for 1,886 shares of M&T Bank Corporation common stock having a market value of $46.73 per share on the closing date of the merger.
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(
3)
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Disposed of pursuant to merger agreement between issuer and M&T Bank Corporation in exchange for 80 shares of M&T Bank Corporation common stock having a market value of $46.73 per share on the closing date of the merger.
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(
4)
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Disposed of pursuant to merger agreement between issuer and M&T Bank Corporation in exchange for 171 shares of M&T Bank Corporation common stock having a market value of $46.73 per share on the closing date of the merger.
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(
5)
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Disposed of pursuant to merger agreement between issuer and M&T Bank Corporation in exchange for 666 shares of M&T Bank Corporation common stock having a market value of $46.73 per share on the closing date of the merger.
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(
6)
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Disposed of pursuant to merger agreement between issuer and M&T Bank Corporation in exchange for 570 shares of M&T Bank Corporation common stock having a market value of $46.73 per share on the closing date of the merger.
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(
7)
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This option, which was fully vested and exercisable, was assumed by M&T Bank Corporation in the merger and replaced with an option to purchase 1,716 shares of M&T Bank Corporation common stock for $196.13 per share.
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(
8)
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This option, which provided for vesting in four annual installments commencing on February 15, 2007, was assumed by M&T Bank Corporation in the merger and replaced with an option to purchase 568 shares of M&T Bank Corporation common stock for $209.76 per share.
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(
9)
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This option, which was fully vested and exercisable, was assumed by M&T Bank Corporation in the merger and replaced with an option to purchase 2,574 shares of M&T Bank Corporation common stock for $187.73 per share.
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(
10)
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This option, which provided for vesting in four annual installments commencing on February 21, 2008, was assumed by M&T Bank Corporation in the merger and replaced with an option to purchase 747 shares of M&T Bank Corporation common stock for $208.01 per share.
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(
11)
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This option, which provided for vesting in four annual installments commencing on February 20, 2009, was assumed by M&T Bank Corporation in the merger and replaced with an option to purchase 4,119 shares of M&T Bank Corporation common stock for $101.21 per share.
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(
12)
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This option, which provided for vesting in four annual installments commencing on August 20, 2009, was assumed by M&T Bank Corporation in the merger and replaced with an option to purchase 4,092 shares of M&T Bank Corporation common stock for $41.02 per share.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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UPHOUSE JEANNE M
114 EAST LEXINGTON STREET
BALTIMORE, MD 21202
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Executive Vice President
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Signatures
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By: Robert L. Davis, Power of Attorney
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5/23/2009
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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