c As filed with the Securities and Exchange
Commission on November 2, 1995
Registration No. 33-_______
_______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
FIRST EMPIRE STATE CORPORATION
(Exact name of registrant as specified in its charter)
New York 16-0968385
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One M&T Plaza, Buffalo, New York 14240
(Address of Principal Executive Offices) (Zip Code)
First Empire State Corporation
1983 Stock Option Plan
(Full title of the Plan)
Richard A. Lammert, Esquire
Senior Vice President, General Counsel and Secretary
First Empire State Corporation
One M&T Plaza
Buffalo, New York 14240
(Name and address of agent for service)
(716) 842-5390
(Telephone number, including area code, of agent for service)
Copy to:
Steven Kaplan, Esquire
Arnold & Porter
555 Twelfth Street, N.W.
Washington, D.C. 20004
202-942-5998
<PAGE>
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title Of Amount Offering Aggregate Amount Of
Securities To To Be Price Offering Registration
Be Registered Registered Per Share* Price* Fee
Common Stock 500,000 $192.75 $96,375,000 $33,232.76
$5.00 Par Value Shares
* Estimated solely for the purpose of calculating the
registration fee pursuant to Securities Act Rule 457(c), on the
basis of the average of the high and low sale prices of the
Registrant's Common Stock on the American Stock Exchange on
October 30, 1995, which date is within 5 business days prior to
the date of the filing of this Registration Statement, as
reported by The Wall Street Journal.
<PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The statements contained in Items 3 through 9 of the
registration statement on Form S-8 filed by First Empire State
Corporation (the "Company" or the "Registrant") with the
Securities and Exchange Commission ("Commission") on February
18, 1993 (File No. 33-58500) are hereby incorporated by
reference.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Buffalo, State of New York, on
October 30, 1995.
FIRST EMPIRE STATE CORPORATION
By: /s/ JAMES L. VARDON
James L. Vardon
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities indicated on October 30, 1995.
Signature Title
/s/ ROBERT G. WILMERS
Robert G. Wilmers Chairman of the Board,
President and Chief Executive
Officer (Principal Executive
Officer)
/s/ JAMES L. VARDON
James L. Vardon Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
*
Brent D. Baird Director
*
John H. Benisch Director
<PAGE>
<PAGE>
*
C. Angela Bontempo Director
*
Robert T. Brady Director
*
Patrick J. Callan Director
David N. Campbell Director
*
James A. Carrigg Director
*
Barber B. Conable, Jr. Director
*
Richard E. Garman Director
*
James V. Glynn Director
Roy M. Goodman Director
Patrick W.E. Hodgson Director
Samuel T. Hubbard, Jr. Director
<PAGE>
<PAGE>
Lambros J. Lambros Director
*
Wilfred J. Larson Director
*
Jorge G. Pereira Director
*
William C. Shanley, III Director
*
Raymond D. Stevens, Jr. Director
*
Richard D. Trent Director
*
John L. Wehle, Jr. Director
*By /s/ RICHARD A. LAMMERT
Richard A. Lammert
(Attorney-in-Fact)
<PAGE>
<PAGE>
INDEX OF EXHIBITS
Exhibit 4.1 Provisions of the Restated Certificate of
Incorporation of First Empire State
Corporation defining the rights of security
holders. Incorporated herein by reference to
Exhibit No. 19 to the Company's Quarterly
Report on Form 10-Q for the quarter ended
March 31, 1989 and Exhibit No. 19 to the
Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1991 (File No. 1-
9861).
Exhibit 4.2 Provisions of the Bylaws of First Empire
State Corporation defining the rights of
security holders. Incorporated herein by
reference to Exhibit No. 3.2 to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1991 (File No. 1-9861).
Exhibit 4.3 First Empire State Corporation 1983 Stock
Option Plan, as amended and restated.
Incorporated herein by reference to Exhibit
No. 10 to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31,
1995.
Exhibit 5 Opinion of Richard A. Lammert with respect to
the legality of the Common Stock being
registered. Filed herewith.
Exhibit 15 Not applicable.
Exhibit 23.1 Consent of Price Waterhouse, Independent
Accountants. Filed herewith.
Exhibit 23.2 Consent of Richard A. Lammert. Contained in
his opinion filed as Exhibit 5 hereto.
Exhibit 24 Powers of Attorney of certain officers and
directors of the Company. Filed herewith.
Exhibit 28 Not applicable.
Exhibit 99 None.
Exhibit 5
October 30, 1995
First Empire State Corporation
One M&T Plaza
Buffalo, New York 14240
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form
S-8 ("Registration Statement") of First Empire State Corporation
("First Empire") related to the registration of 500,000
additional shares of common stock, par value $5.00 per share
("Common Stock"), which are to be offered pursuant to stock
options and stock appreciation rights granted or to be granted
under the First Empire State Corporation 1983 Stock Option Plan,
as amended (the "1983 Stock Option Plan").
I have been requested to furnish an opinion to be
included as Exhibit 5 to the Registration Statement. In
conjunction with the furnishing of this opinion, I have examined
such corporate documents and have made such investigation of
matters of fact and law as I have deemed necessary to render this
opinion.
Based upon such examination and investigation, and upon
the assumption that there will be no material changes in the
documents examined and the matters investigated, I am of the
opinion that the 500,000 shares of Common Stock subject to the
1983 Stock Option Plan have been duly authorized by First Empire
and that, when issued upon the exercise of options and stock
appreciation rights in accordance with the terms of the 1983
Stock Option Plan, and for legal consideration of not less than
$5.00 per share, will be legally issued and will be fully paid
and nonassessable.
I consent to the filing of this opinion as Exhibit 5 to
the Registration Statement.
Very truly yours,
/s/Richard A. Lammert
RAL/ng
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
this Registration Statement on Form S-8 of our report
dated January 10, 1995, which appears on page 52 of
First Empire State Corporation's Annual Report on Form
10-K for the year ended December 31, 1994.
/s/Price Waterhouse LLP
Buffalo, New York
October 30, 1995
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas 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 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 affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), 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 First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option 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 and about the premises 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, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.
DATED: October 17, 1995
/s/Brent D. Baird
Signature
Brent D. Baird
Print Name
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas 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 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 affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), 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 First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option 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 and about the premises 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, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.
DATED: October 17, 1995
/s/John H. Benisch
Signature
John H. Benisch
Print Name
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas 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 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 affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), 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 First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option 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 and about the premises 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, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.
DATED: October 17, 1995
/s/C. Angela Bontempo
Signature
C. Angela Bontempo
Print Name
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas 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 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 affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), 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 First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option 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 and about the premises 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, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.
DATED: October 17, 1995
/s/Robert T. Brady
Signature
Robert T. Brady
Print Name
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas 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 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 affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), 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 First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option 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 and about the premises 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, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.
DATED: October 17, 1995
/s/Patrick J. Callan
Signature
Patrick J. Callan
Print Name
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas 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 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 affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), 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 First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option 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 and about the premises 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, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.
DATED: October 17, 1995
/s/James A. Carrigg
Signature
James A. Carrigg
Print Name
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas 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 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 affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), 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 First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option 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 and about the premises 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, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.
DATED: October 17, 1995
/s/Barber B. Conable, Jr.
Signature
Barber B. Conable, Jr.
Print Name
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas 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 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 affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), 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 First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option 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 and about the premises 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, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.
DATED: October 17, 1995
/s/Richard E. Garman
Signature
Richard E. Garman
Print Name
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas 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 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 affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), 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 First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option 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 and about the premises 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, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.
DATED: October 17, 1995
/s/James V. Glynn
Signature
James V. Glynn
Print Name
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas 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 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 affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), 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 First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option 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 and about the premises 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, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.
DATED: October 17, 1995
/s/Wilfred J. Larson
Signature
Wilfred J. Larson
Print Name
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas 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 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 affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), 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 First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option 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 and about the premises 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, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.
DATED: October 17, 1995
/s/Jorge G. Pereira
Signature
Jorge G. Pereira
Print Name
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas 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 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 affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), 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 First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option 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 and about the premises 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, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.
DATED: October 17, 1995
/s/William C. Shanley,
III Signature
William C. Shanley,
III
Print Name
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas 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 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 affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), 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 First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option 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 and about the premises 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, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.
DATED: October 17, 1995
/s/Raymond D. Stevens,
Jr. Signature
Raymond D. Stevens,
Jr.
Print Name
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas 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 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 affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), 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 First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option 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 and about the premises 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, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.
DATED: October 17, 1995
/s/Richard D. Trent
Signature
Richard D. Trent
Print Name
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas 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 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 affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), 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 First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option 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 and about the premises 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, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.
DATED: October 17, 1995
/s/John L. Wehle, Jr.
Signature
John L. Wehle, Jr.
Print Name
