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EXHIBIT 99.5
CONSENT OF KEEFE, BRUYETTE & WOODS, INC.
We hereby consent to the use of our opinion letter to the Board
of Directors Keystone Financial, Inc. included as Appendix C to the Joint
Proxy Statement-Prospectus which forms part of the Registration Statement on
Form S-4 relating to the proposed merger of M&T Bank Corporation and Keystone
Financial, Inc. and to the references to such opinion therein.
In giving such consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder, nor do we hereby admit that we are experts with
respect to any part of such Registration Statement within the meaning of the
term "experts" as used in the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder.
KEEFE, BRUYETTE & WOODS, INC.
by: /s/ ANDREW M. SENCHAK
-----------------------------
Name: Andrew M. Senchak
Title: Vice Chairman
Dated: June 27, 2000
