Item 8.01 Other Events.




As previously disclosed, on February 21, 2021, People's United Financial, Inc.,
a Delaware corporation ("People's United"), M&T Bank Corporation, a New York
corporation ("M&T"), and Bridge Merger Corp., a direct, wholly owned subsidiary
of M&T ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"). Pursuant to the terms and subject to the conditions set forth in
the Merger Agreement, Merger Sub will merge with and into People's United, with
People's United as the surviving entity (the "Merger"), and as soon as
reasonably practicable following the Merger, People's United will merge with and
into M&T, with M&T as the surviving entity.

In connection with the proposed Merger, M&T filed with the Securities and
Exchange Commission (the "SEC") a registration statement on Form S-4 containing
a joint proxy statement/prospectus, as amended, and People's United filed a
definitive proxy statement, and M&T filed a definitive proxy
statement/prospectus, with the SEC dated April 23, 2021 (collectively, the
"joint proxy statement/prospectus"), which People's United and M&T first mailed
to their respective stockholders and shareholders on or about April 26, 2021.

Following the announcement of the Merger Agreement, as of the date of this
Current Report on Form 8-K, twelve lawsuits challenging the Merger have been
filed. The first lawsuit, captioned Shiva Stein v. People's United Financial,
Inc. et al. (Case No. No. 1:21-cv-2901) was filed in the U.S. District Court for
the Southern District of New York on April 5, 2021. The second lawsuit,
captioned Andrew Van Wagoner v. People's United Financial, Inc. et al. (Case No.
1:2021-cv-02983) was filed in the U.S. District Court for the Southern District
of New York on April 7, 2021. The third lawsuit, captioned Joseph Tessari v.
People's United Financial, Inc. et al. (Case No. 1:2021-cv-01956) was filed in
the U.S. District Court for the Eastern District of New York on April 12, 2021.
The fourth lawsuit, captioned Robert Loza v. People's United Financial, Inc. et
al. (Case No. 1:21-cv-03273) was filed in the U.S. District Court for the
Southern District of New York on April 14, 2021. The fifth lawsuit, captioned
Tammy Raul v. M&T Bank Corporation et al. (Case No. 1:21-cv-03414) was filed in
the U.S. District Court for the Southern District of New York on April 19, 2021.
The sixth lawsuit, captioned Michael J. Hynes v. People's United Financial, Inc.
et al. (Case No. 1:21-cv-03554) was filed in the U.S. District Court for the
Southern District of New York on April 21, 2021. The seventh lawsuit, captioned
Michael Rubin v. People's United Financial, Inc. et al. (Case No. 1:21-cv-03575)
was filed in the U.S. District Court for the Southern District of New York on
April 22, 2021. The eighth lawsuit, captioned Catherine Coffman v. People's
United Financial, Inc. et al. (Case No. 1:21-cv-03875) was filed in the U.S.
District Court for the Southern District of New York on April 30, 2021. The
ninth lawsuit, captioned Susan Finger v. People's United Financial, Inc. et al.
(Case No. 1:21-cv-00639) was filed in the U.S. District Court for the District
of Delaware on April 30, 2021. The tenth lawsuit, captioned John Tate v.
People's United Financial, Inc. et al. (Case No. 2:21-cv-02030) was filed in the
U.S. District Court for the Eastern District of Pennsylvania on May 3, 2021. The
eleventh lawsuit, captioned Mikell v. People's United Financial, Inc. et al.
(Case No. 1:21-cv-04276) was filed in the U.S. District Court for the Southern
District of New York on May 12, 2021. The twelfth lawsuit, captioned Schwartz v.
People's United Financial, Inc. et al. (Case No. 1:21-cv-04287) was filed in the
U.S. District Court for the Southern District of New York on May 12, 2021. The
complaints filed in the lawsuits allege, among other things, that the defendants
caused a materially incomplete and misleading registration statement relating to
the proposed Merger to be filed with the SEC in violation of Section 14(a) and
Section 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 14a-9
promulgated thereunder. People's United has also received written demands from
purported stockholders relating to the Merger. We refer to the foregoing
lawsuits and demands collectively as the "Merger Actions."

People's United and M&T believe that the claims asserted in the Merger Actions
referred to above are without merit and supplemental disclosures are not
required or necessary under applicable laws. However, in order to diminish the
risk that these Merger Actions delay or otherwise adversely affect the Merger,
and to minimize the costs, risks and uncertainties inherent in defending the
Merger Actions, and without admitting any liability or wrongdoing, People's
United and M&T have agreed to supplement the joint proxy statement/prospectus as
described in this Current Report on Form 8-K. People's United, M&T and the other
named defendants deny that they have violated any laws or breached any duties to
People's United's stockholders or M&T's shareholders, as applicable. Nothing in
this Current Report on Form 8-K shall be deemed an admission of the legal
necessity or materiality under applicable laws of any of the disclosures set
forth herein. To the contrary, People's United and M&T specifically deny all
allegations in these Merger Actions that any additional disclosure was or is
required.

--------------------------------------------------------------------------------

Supplemental Disclosures to Joint Proxy Statement/Prospectus



The following information supplements the joint proxy statement/prospectus and
should be read in connection with the joint proxy statement/prospectus, which
should be read in its entirety. To the extent that information herein differs
from or updates information contained in the joint proxy statement/prospectus,
the information contained herein supersedes the information contained in the
joint proxy statement/prospectus. All page references in the information below
are to pages in the joint proxy statement/prospectus, and terms used below have
the meanings set forth in the joint proxy statement/prospectus, unless otherwise
defined below.

The Merger - Background of the Merger

The second full paragraph on page 60 (beginning with "On December 23, 2020, …") is hereby replaced with the following:



On December 23, 2020, Mr. Jones called Mr. Barnes to inquire about People's
United's interest in discussing the possibility of a merger between the two
companies. Mr. Barnes briefed Mr. George Carter, People's United's lead
independent director, regarding his conversation with Mr. Jones. Mr. Carter
expressed his support for Mr. Barnes to engage in preliminary discussions with
M&T regarding the feasibility and potential benefits of a possible merger with
M&T. Mr. Barnes and Mr. Carter discussed potential terms for such a merger, and
based on prior board strategic discussions and a review of recent analyses and
other information, including analyses and other information reviewed by KBW with
management based on then-available information several weeks earlier following
the announcement of another large regional bank merger transaction, concluded
that a pro forma ownership percentage of approximately 28% and a market premium
of approximately 15% (which, based on the recent trading prices of the two
companies' shares and certain share count assumptions, was equivalent to an
exchange ratio of approximately 0.117 to 0.12) would be attractive to the
People's United stockholders. On December 28, 2020, Mr. Jones called Mr. Barnes
to discuss dates for an in person meeting to discuss a potential merger in
greater detail. Messrs. Jones and Barnes spoke again on January 4, 2021 about
the potential benefits of a stock-for-stock merger and the possible terms of
such a transaction. During this call, Mr. Barnes reviewed with Mr. Jones various
matters for discussion at an in-person meeting, including a proposed exchange
ratio of approximately 0.12, various governance and related matters including
five seats on the combined company board for People's United directors,
consisting of Mr. Barnes, Mr. Walters and three independent directors; the
possibility of his remaining involved following the merger in a consulting or
similar role in order to facilitate the successful integration of the two
companies (although no specific terms were discussed); and commitments for
continued support of the communities in which People's United operates,
including incremental financial support for People's United's charitable
foundations and regional job retention goals. Based on these conversations, both
chief executive officers agreed that it would be useful to meet in person to
further explore a possible business combination.

The first two sentences of the third full paragraph on page 60 (beginning with "On January 7, 2021, …") are hereby replaced with the following:



On January 7, 2021, Messrs. Jones and Barnes met to discuss the merits of
exploring a potential transaction in which M&T would acquire People's United in
a stock-for-stock transaction, and exchanged their respective preliminary views
regarding valuation, which included a discussion of potential exchange ratios of
0.118 to 0.12 (representing an approximately 28% pro forma ownership by People's
United common stockholders in the combined company and a market premium at that
time of approximately 15%, consistent with Mr. Barnes' proposal from January 4).
Following this discussion, Messrs. Jones and Barnes also discussed transaction
structure, community commitments, employee retention matters, governance,
potential post-merger consulting arrangements with Mr. Barnes and Mr. Kirk W.
Walters, People's United's senior executive vice president, corporate
development & strategic planning, to assist in the integration and operational
leadership of the two companies for up to three years (at an annual rate
commensurate with their current compensation levels), the designation of
Bridgeport as the New England headquarters for the combined company and other
terms.

The fourth full paragraph on page 60 (beginning with "Following this meeting, …") is hereby replaced with the following:



Following this meeting, Mr. Barnes briefed Mr. Carter on the discussions at the
meeting, and over the course of the following week, Mr. Barnes also discussed
the opportunity of exploring a potential transaction with each of the other
People's United directors and summarized the terms discussed at his January 7
meeting with Mr. Jones.

--------------------------------------------------------------------------------

The first sentence of the first full paragraph on page 61 (beginning with "On January 21, 2021, …") is hereby replaced with the following:

On January 21, 2021, the People's United board of directors held a regularly scheduled meeting, during which the potential transaction with M&T was discussed, with representatives of KBW and Simpson Thacher & Bartlett LLP ("Simpson Thacher"), legal counsel to People's United, in attendance.

The following sentence is hereby added immediately before the last sentence in the first full paragraph on page 61 (beginning with "On January 21, 2021, …"):



The representatives of Simpson Thacher and KBW also summarized for the board the
discussions regarding Mr. Barnes and Mr. Walters entering into three-year
non-competition/non-solicitation agreements with People's United, to be
effective as of the closing of the merger (since neither was currently subject
to such restrictions), in exchange for payments of $18 million and $6 million,
respectively, and relayed the parties' reasons for this approach rather than
consulting agreements, including M&T's preference that Messrs. Barnes and
Walters qualify as independent directors of the combined company in accordance
with applicable stock exchange standards.

The fourth full paragraph on page 61 (beginning with "Between January 15, 2021 and January 28, 2021, …") is hereby replaced with the following three paragraphs:



Between January 15, 2021 and January 28, 2021, the parties and their advisors
held numerous meetings regarding the exchange ratio and the other terms of the
potential transaction.

On January 28, 2021, Messrs. Jones and Barnes agreed, subject to completion of
the mutual due diligence reviews and negotiation of other mutually agreeable
transaction terms, to propose to their respective boards of directors that the
exchange ratio in the proposed transaction be fixed at 0.118, which would result
in People's United stockholders owning approximately 28% of the combined company
following the completion of the proposed merger.

Shortly thereafter on January 28, 2021, a group of People's United independent
directors, including the lead director and the chairs of the standing board
committees, held a telephonic conference call with representatives of KBW and
Simpson Thacher to further discuss aspects of the potential transaction with M&T
previously discussed at the January 21 board meeting, including the exchange
ratio of 0.118 which Messrs. Barnes and Jones had preliminarily agreed to
propose to their respective boards and related calculations and the potential
non-competition/non-solicitation agreements between People's United and Messrs.
Barnes and Walters, which would be subject to approval by the People's United
board in its sole discretion.

The last sentence of the last paragraph beginning on page 61 and continuing on
page 62 (beginning with "On February 4, 2021, …") is hereby replaced with the
following:

After Messrs. Barnes and Walters had left the meeting, the People's United
directors discussed the proposed agreements to be entered into by People's
United with Messrs. Barnes and Walters in connection with and to be effective
upon the closing of the potential transaction, which based on discussions with
M&T, included three-year comprehensive non-competition / non-solicitation
agreements.

The sixth and seventh sentences of the last paragraph beginning on page 62 and
continuing on page 63 (beginning with "On February 18, 2021, …") are hereby
replaced with the following:

After Messrs. Barnes and Walters had left the meeting, the remaining People's
United directors reviewed the terms of the proposed non-competition agreements
to be entered into by People's United with Messrs. Barnes and Walters in
connection with a potential transaction, to become effective upon completion of
the transaction. Following discussion, and after taking into consideration,
among other things, the favorable recommendation of People's United's
compensation committee, the People's United directors approved the proposed
agreements.

The Merger - Opinions of People's United's Financial Advisors



The following new paragraph is hereby added immediately before the second full
paragraph on page 85 (beginning with "No company used as a comparison in the
above …"):

The low and high stock price-to-tangible book value per share multiples of the
selected companies in the "People's United Selected Companies Analysis" were
1.29x and 2.33x, respectively, the low and high stock price-to-2021 estimated
EPS multiples of the selected companies were 10.3x and 20.1x, respectively, and
the low and high stock price-to-2022 estimated EPS multiples of the selected
companies were 9.4x and 21.5x, respectively.

--------------------------------------------------------------------------------
The following new paragraph is hereby added immediately before the last full
paragraph on page 86 (beginning with "No company used as a comparison in the
above …"):

The low and high stock price-to-tangible book value per share multiples of the
selected companies in the "M&T Selected Companies Analysis" were 1.32x and
2.20x, respectively, the low and high stock price-to-2021 estimated EPS
multiples of the selected companies were 11.1x and 19.4x, respectively, and the
low and high stock price-to-2022 estimated EPS multiples of the selected
companies were 10.8x and 14.7x, respectively.

The following new paragraph is hereby added immediately before the second full paragraph on page 88 (beginning with "No company or transaction used as a comparison in the above …"):



The low and high transaction price-to-tangible book value multiples of the
selected transactions in the "Selected Transactions Analysis" were 0.44x and
2.71x, respectively. For the nine selected transactions in which consensus
"street estimates" for the acquired company were available at announcement, the
low and high transaction price-to-Forward EPS multiples of the selected
transactions were 9.5x and 16.4x, respectively. The low and high core deposit
premiums of the selected transactions were (-7.4)% and 21.4%, respectively. The
low and high pay to trade ratios of the selected transactions (based on tangible
book value per share) were 0.40x and 1.46x respectively. For the eight selected
transactions in which consensus "street estimates" for the acquired company and
the acquiror were available at announcement, the low and high pay to trade
ratios of the selected transactions (based on Forward EPS) were 0.78x and 1.33x
respectively. For the nine selected transactions in which the acquired company
was publicly traded, the low and high one-day market premiums of the selected
transactions were (-1.8)% and 24.2%, respectively.

The third and fourth sentences of the last paragraph beginning on page 88 and continuing on page 89 (beginning with "KBW performed a pro forma financial impact analysis …") are hereby replaced with the following:



This analysis indicated the merger could be accretive to M&T's estimated 2022
EPS and estimated 2023 EPS by approximately 2.9% and 9.2%, respectively, and
could be accretive to M&T's estimated tangible book value per share at closing
as of September 30, 2021 by approximately 0.4%. Furthermore, the analysis
indicated that, pro forma for the Merger, each of M&T's tangible common equity
to tangible assets ratio, Tier 1 Leverage Ratio, Common Equity Tier 1 (CET1)
Ratio, Tier 1 Capital Ratio and Total Risk-based Capital Ratio at closing as of
September 30, 2021 could be lower by approximately 19, 21, 13, 28 and 46 basis
points, respectively.

The following new sentence is hereby added immediately before the last sentence
of the first full paragraph on page 89 (beginning with "KBW performed a dividend
discount model analysis of People's United …"):

The range of discount rates assumed in this analysis was selected taking into account a capital asset pricing model implied cost of capital calculation.



The following new sentence is hereby added immediately before the last sentence
of the third full paragraph on page 89 (beginning with "KBW performed a dividend
discount model analysis of M&T …"):

The range of discount rates assumed in this analysis was selected taking into account a capital asset pricing model implied cost of capital calculation.



The following new sentence is hereby added immediately before the last sentence
of the fifth paragraph beginning on page 89 and continuing on page 90 (beginning
with "KBW performed a dividend discount model analysis to estimate…"):

The range of discount rates assumed in this analysis was selected taking into account a capital asset pricing model implied cost of capital calculation.

--------------------------------------------------------------------------------

The last full paragraph on page 93 (beginning with "Results of the analysis …") is hereby replaced with the following:



Results of the analysis were presented for the selected companies, as indicated
in the following table:



                                Selected Companies'             Selected Companies'             Selected Companies'
                                       High                           Median                            Low
Price/2022E EPS                                 13.3 x                          12.1 x                          10.8 x
P/TBVPS                                         1.86 x                          1.48 x                          1.29 x
2022E ROATCE                                    13.8 %                          11.7 %                           8.6 %


The phrase "In performing its analysis, J.P. Morgan utilized, among others, the
following assumptions, which were reviewed and approved by People's United's
management:" in the third full paragraph on page 94 (beginning with "J.P. Morgan
calculated …") is hereby replaced with the following:

In performing its analysis, J.P. Morgan utilized, among others, the following
assumptions, which were reviewed and approved by People's United's management
and were selected based on People's United's guidance and J.P. Morgan's
experience and judgment:

The fifth full paragraph on page 95 (beginning with "Results of the analysis …") is hereby replaced with the following:



Results of the analysis were presented for the selected companies, as indicated
in the following table:



                                Selected Companies'             Selected Companies'             Selected Companies'
                                       High                           Median                            Low
Price/2022E EPS                                 14.5 x                          12.5 x                          10.8 x`
P/TBVPS                                         2.20 x                          1.67 x                          1.29 x
2022E ROATCE                                    17.3 %                          13.3 %                           8.6 %


The phrase "In performing its analysis, J.P. Morgan utilized, among others, the
following assumptions, which were reviewed and approved by People's United's
management:" in the first full paragraph on page 96 (beginning with "J.P. Morgan
calculated …") is hereby replaced with the following:

In performing its analysis, J.P. Morgan utilized, among others, the following
assumptions, which were reviewed and approved by People's United's management
and were selected based on People's United's guidance and J.P. Morgan's
experience and judgment:

The Merger - Certain Unaudited Prospective Financial Information

The following is hereby inserted immediately before the sub-heading "Certain Stand-Alone M&T Prospective Financial Information Used by Lazard" on page 101:



The preliminary information provided by People's United management referred to
above included internal earnings forecasts for 2021-2023 prepared by People's
United management in November 2020 as part of its annual strategic planning
process, which had been updated solely to include results through year-end 2020
and to reflect the forward interest rate curve as of January 12, 2021. These
forecasts are consistent with the prospective financial information with respect
to People's United set forth above which Lazard used at M&T management's
direction in performing its financial analysis with respect to People's United.
People's United management provided these forecasts to M&T at the beginning of
its due diligence review of People's United to assist M&T in commencing that
review. People's United management advised M&T, however, that these forecasts
were preliminary. Over the course of the next month, People's United's
management continued its assessment of the company's outlook for 2021 and 2022,
based on a number of favorable developments and trends that had occurred since
November 2020, including anticipated lower credit loss provisioning reflecting
the improving economic outlook, and concluded that its updated estimates for net
income to common stockholders, diluted earnings per share and total assets were
consistent with the then-current consensus Wall Street research estimates for
People's United, which are set forth below and which People's United directed
KBW and J.P. Morgan to use in their financial analyses.

The following is hereby inserted immediately before the sub-heading "Certain Stand-Alone M&T Prospective Financial Information Used by KBW" on page 101:

In the dividend discount model analysis of People's United performed by KBW in connection with its opinion, the above estimated net income available to People's United common stockholders, diluted EPS and total assets data for

--------------------------------------------------------------------------------


People's United and assumed long-term growth rates and other assumptions for
People's United were used at the direction of People's United management to
derive the following implied future excess capital available for dividends that
People's United could generate over the period from September 30, 2021 through
December 31, 2025 as a standalone company, calculated generally as any portion
of estimated net income available to People's United common stockholders in
excess of an amount assumed to be retained by People's United to maintain the
assumed tangible common equity to tangible assets ratio of 7.50%:



                                                                Three
                                                               Months
                                                               Ending
                                              September       December
                                              30, 2021        31, 2021E      2022E      2023E      2024E      2025E
Implied Future Excess Capital Available
for Dividends ($ in millions)                $       294     $       143

$ 494 $ 446 $ 466 $ 490




The implied future excess capital available for dividends were calculated solely
for purposes of the dividend discount model analysis performed in connection
with KBW's opinion, and none of People's United, M&T nor KBW assumes any
responsibility for any use of such estimates, or reliance on such estimates, for
any other purpose.

The following is hereby inserted immediately before the sub-heading "Certain Stand-Alone People's United Prospective Financial Information Used by J.P. Morgan" on page 102:



In the dividend discount model analysis of M&T performed by KBW in connection
with its opinion, the above estimated net income available to M&T common
shareholders, diluted EPS and total assets data for M&T and assumed long-term
growth rates and other assumptions for M&T were used at the direction of
People's United management to derive the following implied future excess capital
available for dividends that M&T could generate over the period from
September 30, 2021 through December 31, 2025 as a standalone company, calculated
generally as any portion of estimated earnings in excess of an amount assumed to
be retained by M&T to maintain the assumed tangible common equity to tangible
assets ratio of 7.50%:



                                                             Three
                                                            Months
                                                            Ending
                                           September       December
                                           30, 2021        31, 2021E       2022E       2023E       2024E       2025E
Implied Future Excess Capital Available
for Dividends ($ in millions)             $       163     $       355     $

1,592 $ 1,396 $ 1,449 $ 1,503




The implied future excess capital available for dividends were calculated solely
for purposes of the dividend discount model analysis performed in connection
with KBW's opinion, and none of People's United, M&T nor KBW assumes any
responsibility for any use of such estimates, or reliance on such estimates, for
any other purpose.

The following is hereby inserted immediately before the sub-heading "Certain
Stand-Alone M&T Prospective Financial Information Used by J.P. Morgan" on page
102:

In the dividend discount model analysis of People's United performed by J.P.
Morgan in connection with its opinion, the above estimated net income available
to People's United common stockholders, diluted EPS and total assets data for
People's United and assumed long-term growth rates and other assumptions for
People's United were used at the direction of People's United management to
derive the following implied future excess capital available for dividends that
People's United could generate over the period from December 31 2020 through
December 31, 2025 as a standalone company, calculated generally as any portion
of estimated net income available to People's

--------------------------------------------------------------------------------


United common stockholders in excess of an amount assumed to be retained by
People's United to maintain the assumed tangible common equity to tangible
assets ratio of 7.50%:



                                           Twelve           Twelve           Twelve           Twelve           Twelve
                                           Months           Months           Months           Months           Months
                                           Ending           Ending           Ending           Ending           Ending
                                          December         December         December         December         December
                                          31, 2021E        31, 2022E        31, 2023E        31, 2024E        31, 2025E
Implied Future Excess Capital
Available for Dividends ($ in
. . .

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