UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.  )

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M&T BANK CORPORATION

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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M&T BANK CORPORATION
One M&T Plaza
Buffalo, New York 14203

Notice of 2010 Annual Meeting of Stockholders
and
Proxy Statement

M&T BANK CORPORATION
One M&T Plaza
Buffalo, New York 14203

March 5, 2010

Dear Stockholder,

You are cordially invited to attend the 2010 Annual Meeting of Stockholders of M&T Bank Corporation. Our annual meeting will be held on the 10th floor of One M&T Plaza in Buffalo, New York on Tuesday, April 20, 2010 at 11:00 a.m.

Stockholders will be asked to elect 17 directors, to approve the compensation of M&T Bank Corporation’s Named Executive Officers and to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2010. Information about these matters can be found in the attached Proxy Statement.

Whether or not you presently plan to attend the meeting, please indicate your vote by using the enclosed proxy card or by voting by telephone or the Internet. You may withdraw your proxy if you attend the meeting and wish to vote in person.

We urge you to vote for the election of all 17 nominees, to approve the compensation of M&T Bank Corporation’s Named Executive Officers and to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T Bank Corporation.

Chairman of the Board and
Chief Executive Officer

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 20, 2010

The Proxy Statement and 2009 Annual Report of M&T Bank Corporation are available at http://ir.mandtbank.com/proxy.cfm.

YOUR VOTE IS IMPORTANT

It is important that your shares be represented and voted at the Annual Meeting of Stockholders. Stockholders whose shares are held in registered form have a choice of using a traditional proxy card or voting by telephone or the Internet, as described on your proxy card. Stockholders whose shares are held in the name of a broker, bank or other holder of record must vote using the form of proxy sent by the nominee. On July 1, 2009, the U.S. Securities and Exchange Commission (“SEC”) approved amendments to New York Stock Exchange Rule 452 eliminating broker discretionary voting for the election of directors. M&T Bank Corporation therefore encourages stockholders whose shares are held in the name of a broker, bank or other holder of record to direct their vote for all agenda items on the form of proxy sent by the nominee. Check your proxy card or the information forwarded by your broker, bank or other holder of record to see which options are available to you. Any stockholder present at the meeting may withdraw his or her proxy and vote personally on any matter properly brought before the meeting.

DISCONTINUE DUPLICATE MAILINGS

M&T Bank Corporation currently provides annual reports to stockholders who receive proxy statements. If you are a stockholder of record and have more than one account in your name or at the same address as other stockholders of record, you may authorize M&T Bank Corporation to discontinue mailings of multiple annual reports and proxy statements. To discontinue duplicate mailings, please either mail your request to M&T Bank Corporation, Attention: Shareholder Relations, One M&T Plaza, Buffalo, New York 14203, or send your request to Shareholder Relations via electronic mail at ir@mtb.com.

M&T BANK CORPORATION
One M&T Plaza
Buffalo, New York 14203

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TIME		11:00 a.m., local time, on Tuesday, April 20, 2010.
PLACE		One M&T Plaza 10th Floor Buffalo, New York 14203
ITEMS OF BUSINESS		(1) To elect 17 directors for a term of one (1) year and until their successors have been elected and qualified.
		(2) To approve the compensation of M&T Bank Corporation’s Named Executive Officers.
		(3) To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T Bank Corporation for the year ending December 31, 2010.
		(4) To transact such other business as may properly come before the meeting and any adjournments thereof.
RECORD DATE		Holders of the Common Stock of record at 5:00 p.m., Eastern Standard Time, on February 26, 2010 are entitled to vote at the meeting.
VOTING		It is important that your shares be represented and voted at the meeting. You can vote your shares by proxy by using one of the following methods: mark, sign, date and promptly return the enclosed proxy card in the postage-paid envelope furnished for that purpose, or vote by telephone or the Internet using the instructions on the enclosed proxy card. Any proxy may be revoked in the manner described in the accompanying Proxy Statement at any time prior to its exercise at the Annual Meeting of Stockholders. Any stockholder present at the meeting may withdraw his or her proxy and vote personally on any matter properly brought before the meeting.

March 5, 2010
		Corporate Secretary

Table of Contents

		Page
INTRODUCTION			1
VOTING RIGHTS			1
PRINCIPAL BENEFICIAL OWNERS OF SHARES			2
ELECTION OF DIRECTORS			5
NOMINEES FOR DIRECTOR			5
ADVISORY (NON-BINDING) PROPOSAL TO APPROVE THE COMPENSATION OF M&T BANK CORPORATION’S NAMED EXECUTIVE OFFICERS			12
PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSE-COOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF M&T BANK CORPORATION			13
Audit Fees			13
Audit-Related Fees			13
Tax Fees			13
All Other Fees			13
Policy on Audit and Risk Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			14
STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS			15
Section 16(a) Beneficial Ownership Reporting Compliance			16
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS			17
Compensation Discussion and Analysis			17
Overview of M&T Bank Corporation and 2009 Financial Performance			17
Overview and Objectives of Executive Compensation Programs			17
Implications of Participation in the Troubled Asset Relief Program Capital Purchase Program on Executive Compensation Arrangements			17
Process for Determining Executive Compensation			19
Components of Executive Compensation			20
Salaries			21
Incentive Compensation			22
Annual Cash Incentives			22
Equity Based Incentives			23
Summary of 2010 Executive Compensation Determinations			25
Perquisites and Other Personal Benefits			25
Retirement and Other Benefits			26
Tax Matters			27
Nomination, Compensation and Governance Committee Report			27
Description of SEO and Employee Compensation Plans Required by §30.7(b) of the Interim Final Rule			27
Summary Compensation Table			30
Grants of Plan-Based Awards			32
Outstanding Equity Awards at Fiscal Year-End			33
Options Exercised and Stock Vested			35

		Page
Pension Benefits			35
Explanation of Pension Benefits Table			36
Qualified Pension Plan			37
Supplemental Pension Plan			37
Nonqualified Deferred Compensation			38
Overview of Nonqualified Deferred Compensation Plans			39
Potential Payments Upon Termination or Change in Control			41
Severance Pay Plan			41
Accelerated Vesting of Equity Awards			42
2009 Director Compensation			42
M&T Bank Corporation Directors’ Fees			43
M&T Bank Corporation 2008 Directors’ Stock Plan			43
M&T Bank Directors’ Fees			43
Nonqualified Deferred Compensation Arrangements for Directors			44
TRANSACTIONS WITH DIRECTORS AND EXECUTIVE OFFICERS			44
CORPORATE GOVERNANCE OF M&T BANK CORPORATION			45
BOARD OF DIRECTORS, COMMITTEES OF THE BOARD AND ATTENDANCE			47
Board of Directors, Determination of Independence and Attendance			47
Board Leadership Structure			48
Executive Sessions of the Board of Directors			48
Audit and Risk Committee			49
Report of the Audit and Risk Committee			50
Nomination, Compensation and Governance Committee			51
Board Diversity			52
Nomination, Compensation and Governance Committee Interlocks and Insider Participation			52
Executive Committee			52
CODES OF BUSINESS CONDUCT AND ETHICS			53
AVAILABILITY OF CORPORATE GOVERNANCE GUIDELINES			53
SOLICITATION COSTS			54
STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS			54
STOCKHOLDER PROPOSALS			54
NOTICE PURSUANT TO SECTION 726(d) OF THE NEW YORK BUSINESS CORPORATION LAW			54
OTHER MATTERS			54

M&T BANK CORPORATION

PROXY STATEMENT

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of M&T Bank Corporation of proxies in the accompanying form for use at the 2010 Annual Meeting of Stockholders or any adjournment or adjournments thereof.

The Annual Meeting of Stockholders of M&T Bank Corporation will be held on the 10th floor of One M&T Plaza in Buffalo, New York on Tuesday, April 20, 2010, at 11:00 a.m., local time. M&T Bank Corporation’s mailing address is One M&T Plaza, Buffalo, New York 14203, and its telephone number is (716) 842-5138.

This Proxy Statement and the accompanying form of proxy are first being sent to common stockholders of record on or about March 5, 2010. A copy of M&T Bank Corporation’s Annual Report for 2009, including financial statements, has either previously been delivered or accompanies this Proxy Statement, but is not part of the proxy solicitation materials.

VOTING RIGHTS

Common stockholders of record at 5:00 p.m., Eastern Standard Time, on February 26, 2010 are entitled to vote at the Annual Meeting. At that time, M&T Bank Corporation had outstanding 118,710,381 shares of common stock, $0.50 par value per share (“Common Stock”). Each share of Common Stock is entitled to one vote. Shares may not be voted at the meeting unless the owner is present or represented by proxy. A stockholder can be represented through the return of a physical proxy or by utilizing the telephone or Internet voting procedures. The telephone and Internet voting procedures are designed to authenticate stockholders by use of a control number and allow stockholders to confirm that their instructions have been properly recorded. The method by which you vote will in no way limit your right to vote at the Annual Meeting if you later decide to attend in person. A stockholder giving a proxy may revoke it at any time before it is exercised by giving written notice of such revocation or by delivering a later dated proxy, in either case, to Marie King, Corporate Secretary, at the address set forth above, or by the vote of the stockholder in person at the Annual Meeting.

Proxies will be voted in accordance with the stockholder’s direction, if any. Unless otherwise directed, proxies will be voted in favor of the election as directors of the persons named under the caption “NOMINEES FOR DIRECTOR,” in favor of approving the compensation of M&T Bank Corporation’s Named Executive Officers and in favor of ratifying the appointment of Pricewaterhouse-Coopers LLP as the independent registered public accounting firm of M&T Bank Corporation for the year ending December 31, 2010.

The presence in person or by proxy of the holders of a majority of the outstanding Common Stock will constitute a quorum for the transaction of business at the meeting. Broker non-votes will be counted as being present or represented at the meeting for purposes of establishing a quorum, but may no longer be voted in the election of directors unless specific voting instructions are provided to the broker. On July 1, 2009, the SEC approved amendments to New York Stock Exchange Rule 452 eliminating broker discretionary voting for the election of directors. M&T Bank Corporation therefore encourages stockholders or other beneficial owners of shares whose shares are held in the

name of a broker, bank or other holder of record to direct their vote for all agenda items on the form of proxy sent by the nominee.

On November 16, 2009, the Board of Directors of M&T Bank Corporation adopted Amended and Restated Bylaws to provide that in an uncontested election, the affirmative vote of a majority of the votes cast in favor or against the election of a nominee is required for the election of such nominee as a director, assuming a quorum is present or represented at the meeting. If, however, an incumbent director in an uncontested election does not receive a majority of the votes cast in favor or against such director, that director would be required to tender his or her resignation to the Board of Directors for consideration in accordance with the Amended and Restated Bylaws of M&T Bank Corporation. In a contested election, the persons receiving a plurality of the votes cast by the holders of stock entitled to vote shall be elected as the directors.

The affirmative vote of a majority of the votes cast in favor or against the compensation of M&T Bank Corporation’s Named Executive Officers (although this vote is non-binding as explained in more detail on page 12 of this Proxy Statement) and to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T Bank Corporation for the year ending December 31, 2010 is required to approve each such proposal. An abstention will not constitute a vote cast and therefore will not affect the outcome of the vote on the election of directors, the approval of the compensation of M&T Bank Corporation’s Named Executive Officers or the ratification of Pricewaterhouse-Coopers LLP as the independent registered public accounting firm of M&T Bank Corporation. Broker non-votes will not constitute votes cast for purposes of determining, and therefore will have no effect on, the outcome of the vote for the election of directors, the approval of the compensation of M&T Bank Corporation’s Named Executive Officers or the ratification of Pricewaterhouse-Coopers LLP as the independent registered public accounting firm of M&T Bank Corporation.

PRINCIPAL BENEFICIAL OWNERS OF SHARES

The following table sets forth certain information with respect to all persons or groups known by M&T Bank Corporation to be the beneficial owners of more than 5% of its outstanding Common Stock as of February 26, 2010.

Amount and

Nature of Beneficial

Percent of

Name and address of beneficial owner

Ownership

class

Allied Irish Banks, p.l.c.

Bankcentre, Ballsbridge Dublin 4, Ireland

26,700,000

(1)

22.49

%

Robert G. Wilmers and others:

R.I. REM Investments S.A.

Eskildsen & Eskildsen Calle 50 102 Edifico Universal Planta Baja Panama

4,513,200

3.80

%

Interlaken Foundation

2214 Massachusetts Ave., N.W. Washington, D.C. 20008

131,924

less than 1

%

						Amount and
						Nature of
						Beneficial				Percent of
Name and address of beneficial owner						Ownership				class
Robert G. Wilmers and others (continued):
St. Simon Charitable Foundation		2214 Massachusetts Ave., N.W. Washington, D.C. 20008					219,673			less than 1		%
Roche Foundation		One M&T Plaza, 19th floor Buffalo, NY 14203					78,532			less than 1		%
West Ferry Foundation		One M&T Plaza, 19th floor Buffalo, NY 14203					144,221			less than 1		%
Elisabeth Roche Wilmers		One M&T Plaza, 19th floor Buffalo, NY 14203					461,273			less than 1		%
Robert G. Wilmers		One M&T Plaza, 19th floor Buffalo, NY 14203					4,563,207				3.84	%
Group Total							9,537,680	(2)			8.02	%
Berkshire Hathaway Inc.		1440 Kiewit Plaza Omaha, NE 68131					6,715,060	(3)			5.66	%

M&T Bank Corporation is the sponsor of various employee benefit plans that hold an aggregate of 4,418,503 shares of Common Stock as of February 26, 2010, of which its principal banking subsidiary, Manufacturers and Traders Trust Company (“M&T Bank”), has sole voting authority over 1,227,923 of such shares. The remaining 3,190,580 shares of Common Stock are voted by the trustee of the applicable employee benefit plan pursuant to the instructions of the participants in accordance with the terms of such plan. Certain of the directors and executive officers of M&T Bank Corporation hold indirect beneficial interests in the holdings of these employee benefit plans. See also footnote (5) in the table set forth under the caption “STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS.”

ELECTION OF DIRECTORS

The following 17 persons have been recommended by the Board of Directors for election as directors of M&T Bank Corporation, to hold office until the 2011 Annual Meeting of Stockholders and until their successors have been elected and qualified. Each of the nominees listed below was elected at the 2009 Annual Meeting of Stockholders, except for Gary N. Geisel, the former chairman of the board and chief executive officer of Provident Bankshares Corporation (“Provident”) and Provident Bank, who was appointed as a director of M&T Bank Corporation and M&T Bank in connection with M&T Bank Corporation’s acquisition of Provident on May 23, 2009 and the associated merger of Provident Bank with and into M&T Bank.

In accordance with its rights under the Agreement and Plan of Reorganization dated September 26, 2002 by and among M&T Bank Corporation, AIB and Allfirst Financial Inc. (“Allfirst”), pursuant to which M&T Bank Corporation acquired Allfirst on April 1, 2003, AIB has designated Michael D. Buckley, Colm E. Doherty and Richard G. King (the “AIB Designees”) as nominees to stand for election as directors of M&T Bank Corporation.

If any nominee for any reason should become unavailable for election or if a vacancy should occur before the election (which events are not expected), it is intended that the shares represented by the proxies will be voted for such other person, if any, as the Nomination, Compensation and Governance Committee shall designate. In the event that any of the AIB Designees are unable to serve as directors for any reason, AIB has the right to designate replacements and the shares represented by the proxies will be voted for such designee or designees.

The principal occupation and current public company directorships, as well as public company directorships held at any time during the past five years, of each of the nominees is listed below. The information with respect to the nominees is as of February 26, 2010, and includes each nominee’s affiliations with M&T Bank Corporation’s subsidiary banks, M&T Bank and M&T Bank, National Association (“M&T Bank, N.A.”), and with M&T Bank’s principal operating subsidiaries.

NOMINEES FOR DIRECTOR

BRENT D. BAIRD is 71, is a member of the Executive and the Nomination, Compensation and Governance Committees and has been a director since 1983.

Mr. Baird has been a private investor since prior to 2005. He is a director of M&T Bank and a member of its Executive and Trust and Investment Committees. Mr. Baird is a director of M&T Financial Corporation and a member of M&T Bank’s Directors Advisory Council-New York City/Long Island Division. He is president of First Carolina Investors, Inc., a non-diversified investment company. Mr. Baird is also a director of Todd Shipyards Corporation and a member of its Audit Committee. He was formerly a director of First Carolina Investors, Inc., Merchants Group, Inc., Allied Healthcare Products, Inc. and Sun-Times Media Group, Inc.

The Nomination, Compensation and Governance Committee considered these qualifications, in addition to his investment management expertise, stature in the local community and experience with the organization in making the determination that Mr. Baird should be a nominee for director of M&T Bank Corporation.

ROBERT J. BENNETT is 68, is a member of the Executive Committee and the Audit and Risk Committee and has been a director since 1998.

Mr. Bennett is a director of M&T Bank and a member of its Executive, Examining and Trust and Investment Committees. He is a member of M&T Bank’s Directors Advisory Council-Central New York Division. Mr. Bennett served as chairman of the board of M&T Bank Corporation from April 1, 1998 until his retirement on July 18, 2000. He was chairman of the board, president and chief executive officer of ONBANCorp, Inc. and its main bank subsidiary from May 1989 until M&T Bank Corporation’s acquisition of ONBANCorp, Inc. on April 1, 1998. Mr. Bennett has been a private investor since prior to 2005 and is a director of Welch Allyn Holdings, Inc.

The Nomination, Compensation and Governance Committee considered these qualifications, in addition to his significant experience in the financial services industry, including his prior service as a chief executive officer, and experience with the organization in making the determination that Mr. Bennett should be a nominee for director of M&T Bank Corporation.

C. ANGELA BONTEMPO is 69, is a member and the chair of the Audit and Risk Committee and has been a director since 1991.

Ms. Bontempo is, and has been since prior to 2005, the president, chief executive officer and a director of Saint Vincent Health System, located in Erie, Pennsylvania. From 1998 to June 2001, she was president and chief executive officer of Bryant & Stratton College, a system of proprietary colleges headquartered in Buffalo, New York. From 1994 through 1998, Ms. Bontempo served as senior vice president and executive director of the Roswell Park Cancer Institute. She is a director of M&T Bank and a member and the chair of its Examining Committee. Ms. Bontempo is also a member of the advisory board of Ciminelli Development Company, Inc., a director and vice chair of the Erie Regional Chamber and Growth Partnership and a director of the Pennsylvania Catholic Health Association and the Vantage Holding Group, LLC.

The Nomination, Compensation and Governance Committee considered these qualifications, in addition to her financial expertise, stature in the local community and experience with the organization in making the determination that Ms. Bontempo should be a nominee for director of M&T Bank Corporation.

ROBERT T. BRADY is 69, is a member of the Nomination, Compensation and Governance Committee and has been a director since 1994.

Mr. Brady is, and has been since prior to 2005, chairman of the board of directors and chief executive officer of Moog Inc., a worldwide manufacturer of control systems and components for aircraft, satellites, automated machinery and medical equipment. He is a director of M&T Bank. Mr. Brady is a director of Seneca Foods Corporation, National Fuel Gas Company and Astronics Corporation. He is also a director of the Buffalo Niagara Partnership, a director of the Albright-Knox Art Gallery and serves on the University at Buffalo Council.

The Nomination, Compensation and Governance Committee considered these qualifications, in addition to his significant public company managerial experience, stature in the local community and tenure with the organization in making the determination that Mr. Brady should be a nominee for director of M&T Bank Corporation.

MICHAEL D. BUCKLEY is 65, is a member of the Executive and Nomination, Compensation and Governance Committees and has been a director since 2003.

Mr. Buckley retired as group chief executive and as a director of AIB on June 30, 2005. He had been a director of AIB since 1995. Mr. Buckley had been a former managing director of the AIB Poland Division and of the AIB Capital Markets Division. He is a director of M&T Bank and a member of its Executive Committee. Mr. Buckley is also non-executive chairman of DCC plc, a business support services company quoted on the Dublin and London stock exchanges, and a non-executive director of Bradford & Bingley plc. He was formerly a non-executive director of Bramdean Alternatives Ltd. Mr. Buckley is a senior advisor to a number of privately held companies, is chairman of the Irish Chamber Orchestra and is an adjunct professor in the Department of Economics at the National University of Ireland, Cork.

The Nomination, Compensation and Governance Committee considered these qualifications, in addition to his significant international experience in the financial services industry, including his prior service as a chief executive officer, and his experience with the organization in making the determination that Mr. Buckley should be a nominee for director of M&T Bank Corporation. In addition, Mr. Buckley is one of the AIB Designees.

T. JEFFERSON CUNNINGHAM III is 67 and has been a director since 2001.

Mr. Cunningham is a director of M&T Bank, was a member of its Community Reinvestment Act Committee and is a member and the chairman of M&T Bank’s Directors Advisory Council-Hudson Valley Division. He assumed his positions with M&T Bank Corporation and M&T Bank upon M&T Bank Corporation’s acquisition of Premier National Bancorp, Inc. (“Premier”) on February 9, 2001. From 1994 through February 9, 2001, Mr. Cunningham served as chairman of the board and chief executive officer of Premier and its bank subsidiary, Premier National Bank, and of Premier’s predecessor, Hudson Chartered Bancorp, Inc. Mr. Cunningham is, and has been since prior to 2005, chairman and chief executive officer of Magnolia Capital Management, Ltd., a registered investment adviser. He is also a trustee of Boscobel Restoration, Inc., a trustee of Open Space Institute and an advisory director of the Hudson River Valley Greenway Communities Council.

The Nomination, Compensation and Governance Committee considered these qualifications, in addition to his significant experience in the financial services industry, including his prior service as a chief executive officer, and his experience with the organization in making the determination that Mr. Cunningham should be a nominee for director of M&T Bank Corporation.

MARK J. CZARNECKI is 54 and has been a director since 2007. He is president of M&T Bank Corporation.

Mr. Czarnecki is the president and a director of M&T Bank, and is chairman of its Trust and Investment Committee. Prior to his appointment as the president of M&T Bank Corporation and M&T Bank on January 1, 2007, he served as an executive vice president of M&T Bank Corporation and M&T Bank and was in charge of the M&T Investment Group and M&T Bank’s retail banking network. Mr. Czarnecki is the chairman of the board, president and chief executive officer of M&T Bank, N.A. and a director and officer of a number of principal subsidiaries of M&T Bank. Mr. Czarnecki joined M&T Bank in 1977 in the branch banking system and has served in a number of executive and management positions. He serves as chairman of the board of trustees of M&T Bank’s

partner school, Westminster Community Charter School, is a trustee of the University at Buffalo Council and a director of the Buffalo Niagara Partnership. Mr. Czarnecki also serves as chairman of the New York Bankers Association.

The Nomination, Compensation and Governance Committee considered these qualifications, in addition to his current position and experience with the organization in making the determination that Mr. Czarnecki should be a nominee for director of M&T Bank Corporation.

COLM E. DOHERTY is 51 and has been a director since 2005.

Mr. Doherty is the AIB group managing director and has been a director of AIB since 2003. He was the managing director of AIB Capital Markets plc from August 1999 until November 2009. He is a director of M&T Bank.

The Nomination, Compensation and Governance Committee considered these qualifications, in addition to his significant international experience in the financial services industry and with the organization in making the determination that Mr. Doherty should be a nominee for director of M&T Bank Corporation. In addition, Mr. Doherty is one of the AIB Designees.

GARY N. GEISEL is 61 and has been a director since 2009.

Mr. Geisel is a director of M&T Bank and the chairman and a member of M&T Bank’s Directors Advisory Council—Baltimore-Washington Division. Mr. Geisel was the chairman of the board and chief executive officer of Provident and Provident Bank from April 2003 until M&T Bank Corporation’s acquisition of Provident on May 23, 2009. Before becoming chairman and chief executive officer, Mr. Geisel was president and chief operating officer of Provident and Provident Bank from January 2001 until April 2003. He was also a director of Provident and Provident Bank from 2001 until the acquisition on May 23, 2009. Mr. Geisel is a member of the board of directors and executive committees of St. Agnes HealthCare and Goodwill Industries of the Chesapeake, Inc.

The Nomination, Compensation and Governance Committee considered these qualifications, in addition to his significant experience in the financial services industry, including his prior service as a chief executive officer, and stature in the local community in making the determination that Mr. Geisel should be a nominee for director of M&T Bank Corporation.

PATRICK W.E. HODGSON is 69, is a member of the Executive and Audit and Risk Committees and has been a director since 1987.

Mr. Hodgson is, and has been since prior to 2005, president of Cinnamon Investments Limited, a private investment company with real estate and securities holdings. He is a director and chairman of the board of Todd Shipyards Corporation. Mr. Hodgson is a director and a member of the Executive, Examining and Trust and Investment Committees of M&T Bank. He is also a director of First Carolina Investors, Inc., and a member of its Audit and Executive committees. He is a former director of Hollinger Inc.

The Nomination, Compensation and Governance Committee considered these qualifications, in addition to his financial expertise, public company managerial experience and his experience with the organization in making the determination that Mr. Hodgson should be a nominee for director of M&T Bank Corporation.

RICHARD G. KING is 65, is a member of the Audit and Risk Committee and has been a director since 2000.

Mr. King is chairman of the executive committee of Utz Quality Foods, Inc., a manufacturer and distributor of salted snack foods located in Hanover, Pennsylvania. He formerly served as president and chief operating officer of Utz from January 1996 until December 2007. Mr. King is a director of M&T Bank and a member of its Examining and Trust and Investment Committees. Mr. King had served as a director of Keystone from 1997, and as director of Keystone Financial Bank, N.A. from 1999, through M&T Bank Corporation’s acquisition of Keystone in 2001. He is also a director of High Industries, Inc., Hanover Shoe Farms, Inc. and WITF, Inc.

The Nomination, Compensation and Governance Committee considered these qualifications, in addition to his significant management experience and experience with the organization in making the determination that Mr. King should be a nominee for director of M&T Bank Corporation. In addition, Mr. King is one of the AIB Designees.

JORGE G. PEREIRA is 76 and has been a director since 1982. He is the vice chairman of the board of M&T Bank Corporation and is a member and the chairman of its Nomination, Compensation and Governance Committee.

Mr. Pereira has been a private investor since prior to 2005. He is a vice chairman of the board and a director of M&T Bank. Mr. Pereira also serves as the “lead independent director” of M&T Bank Corporation and has been designated as the presiding director of the non-management directors of M&T Bank Corporation when they meet in executive sessions without management.

The Nomination, Compensation and Governance Committee considered these qualifications, in addition to his significant international experience in the financial services industry and experience with the organization in making the determination that Mr. Pereira should be a nominee for director of M&T Bank Corporation.

MICHAEL P. PINTO is 54 and has been a director since 2003. He is a vice chairman of the board of M&T Bank Corporation.

Mr. Pinto is a vice chairman and a director of M&T Bank, chairman and chief executive officer of M&T Bank’s Mid-Atlantic Division, and executive vice president and a director of M&T Bank, N.A. He is also a director and officer of a number of subsidiaries of M&T Bank. Mr. Pinto joined M&T Bank in 1985 as an executive associate and has served in a number of executive positions, including as chief financial officer. He is a member of the board of trustees of Mercy Health Services, Inc., the board of directors of the Economic Alliance of Greater Baltimore and the board of directors of the Baltimore Symphony Orchestra.

The Nomination, Compensation and Governance Committee considered these qualifications, in addition to his prior service as chief financial officer, current position and experience with the organization in making the determination that Mr. Pinto should be a nominee for director of M&T Bank Corporation.

MELINDA R. RICH is 52 and has been a director since 2009.

Mrs. Rich is a director of M&T Bank and past chair of its Community Reinvestment Act Committee. She is Vice Chairman of Rich Products Corporation, a privately owned frozen food manufacturer headquartered in Buffalo, New York since prior to 2005. Mrs. Rich is chairperson of Rich Products

Corporation’s Finance and Audit Committee. She is also the President of Rich Entertainment Group, which consists of various businesses in the sports, entertainment and restaurant industries. Mrs. Rich is also a director of several other entities within the Rich Products Corporation family of companies. She is a former director and chairman of the Corporate Governance Committee of Wm. Wrigley, Jr. Company, serving in such capacities from January through October 2008. Mrs. Rich is currently a director of the Erie Canal Harbor Development Corporation as well as Cleveland Clinic’s Wellness Institute Leadership Board. She is a director of several charitable foundations including the Rich Family Foundation, DreamCatcher Foundation, Inc., The Don Hawley Foundation, The Culinary Institute of America and National Foundation for Celiac Awareness.

The Nomination, Compensation and Governance Committee considered these qualifications, in addition to her significant management experience, stature in the local community and experience with the organization as a director of M&T Bank in making the determination that Mrs. Rich should be a nominee for director of M&T Bank Corporation.

ROBERT E. SADLER, JR. is 64 and has been a director since 1999. He is a vice chairman of the board of M&T Bank Corporation.

Mr. Sadler is a vice chairman of the board of M&T Bank. He joined M&T Bank in 1983 and served in a number of executive positions. From June 21, 2005 to January 1, 2007, he also served as president and chief executive officer of M&T Bank Corporation and M&T Bank. Mr. Sadler serves as a director of Gibraltar Industries, Inc. and Security Mutual Life Insurance Company of New York.

The Nomination, Compensation and Governance Committee considered these qualifications, in addition to his prior service as chief executive officer, current position and experience with the organization in making the determination that Mr. Sadler should be a nominee for director of M&T Bank Corporation.

HERBERT L. WASHINGTON is 59, is a member of the Audit and Risk Committee and has been a director since 1996.

Mr. Washington is, and has been since prior to 2005, president of H.L.W. Fast Track, Inc., the owner and operator of twenty-five McDonald’s Restaurants located in Ohio and Pennsylvania. He is also the owner of Syracuse Minority Television, Inc. Mr. Washington is a director and a member of the Examining Committee of M&T Bank.

The Nomination, Compensation and Governance Committee considered these qualifications, in addition to his significant management experience and experience with the organization in making the determination that Mr. Washington should be a nominee for director of M&T Bank Corporation.

ROBERT G. WILMERS is 75 and has been a director since 1982. He is the chairman of the board and chief executive officer of M&T Bank Corporation, and is the chairman of its Executive Committee.

Mr. Wilmers is the chairman of the board and chief executive officer of M&T Bank, chairman of its Executive Committee and a member of its Trust and Investment Committee. He is a director of AIB. Mr. Wilmers is also a director of The Business Council of New York State, Inc.

The Nomination, Compensation and Governance Committee considered these qualifications, in addition to his current position and experience with the organization in making the determination that Mr. Wilmers

should be a nominee for director of M&T Bank Corporation.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL 17 NOMINEES.

The voting requirements with respect to the election of directors are specified under the caption “VOTING RIGHTS.”

ADVISORY (NON-BINDING) PROPOSAL TO APPROVE THE COMPENSATION OF M&T BANK CORPORATION’S NAMED EXECUTIVE OFFICERS

M&T Bank Corporation believes that its 2009 compensation policies and practices are centered on a pay-for-performance culture and are strongly aligned with the long-term interests of our stockholders. These policies and practices are described in detail on pages 17 to 29 of this Proxy Statement.

The American Recovery and Reinvestment Act of 2009, enacted on February 17, 2009, provides that all participants in the Troubled Asset Relief Program, or TARP, permit a non-binding stockholder vote to approve the compensation of the participant’s executives. On January 12, 2010, the SEC adopted final rules implementing this requirement. Therefore, the Board of Directors is providing our stockholders with the right to cast an advisory vote on the compensation of M&T Bank Corporation’s Named Executive Officers at the 2010 Annual Meeting of Stockholders.

This proposal, commonly known as a “say-on-pay” proposal, gives stockholders the opportunity to vote on the compensation of M&T Bank Corporation’s Named Executive Officers through the following resolution:

“RESOLVED, that the stockholders of M&T Bank Corporation approve the compensation of its Named Executive Officers named in the Summary Compensation Table in this Proxy Statement, as described in the Compensation Discussion and Analysis and the tabular disclosure regarding the compensation of the Named Executive Officers (together with the accompanying narrative disclosure) contained in this Proxy Statement.”

Under the American Recovery and Reinvestment Act of 2009 and the SEC rule implementing the requirement that M&T Bank Corporation include a “say-on-pay” proposal, the stockholder vote on this matter is advisory and will therefore not be binding upon the Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THIS RESOLUTION.

PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATER-HOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF M&T BANK CORPORATION

On February 15, 2010, the Audit and Risk Committee appointed PricewaterhouseCoopers LLP, certified public accountants, as the independent registered public accounting firm of M&T Bank Corporation for the year 2010, a capacity in which it has served since 1984.

Although stockholder approval of the appointment of the independent registered public accounting firm is not required by law, M&T Bank Corporation has determined that it is desirable to request that the stockholders ratify the Audit and Risk Committee’s appointment of PricewaterhouseCoopers LLP as M&T Bank Corporation’s independent registered public accounting firm for the year ending December 31, 2010. In the event the stockholders fail to ratify the appointment, the Audit and Risk Committee will reconsider this appointment and make such a determination as it believes to be in M&T Bank Corporation’s and its stockholders’ best interests. Even if the appointment is ratified, the Audit and Risk Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit and Risk Committee determines that such a change would be in M&T Bank Corporation’s and its stockholders’ best interests.

Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting of Stockholders. The representatives may, if they wish, make a statement and, it is expected, will be available to respond to appropriate questions.

Following is a summary of the fees billed to M&T Bank Corporation by Pricewaterhouse-Coopers LLP for professional services rendered during 2009 and 2008, which fees totaled $2,456,158 and $2,280,480, respectively, and are categorized in accordance with the SEC’s rules as follows:

Audit Fees. Fees billed by PricewaterhouseCoopers LLP for services rendered for the audit of M&T Bank Corporation’s annual consolidated financial statements as of and for the years ended December 31, 2009 and 2008, for its review of M&T Bank Corporation’s quarterly consolidated financial statements during 2009 and 2008, and for other audit and attest services in connection with statutory and regulatory filings as of and for the years ended December 31, 2009 and 2008, totaled $1,929,157 and $1,877,307, respectively.

Audit-Related Fees. Fees billed by PricewaterhouseCoopers LLP for audit-related services, including audits of employee benefit plans and other attestation services that are not required by statute or regulation, rendered to M&T Bank Corporation totaled $433,435 and $236,800 for the years ended December 31, 2009 and 2008, respectively. Of the audit-related fees billed for the years ended December 31, 2009 and 2008, all services were pre-approved by the Audit and Risk Committee.

Tax Fees. Fees billed by Pricewaterhouse-Coopers LLP for tax compliance, planning and consulting totaled $91,250 and $160,500 for the years ended December 31, 2009 and 2008, respectively. Of the tax fees billed for the years ended December 31, 2009 and 2008, all services were pre-approved by the Audit and Risk Committee.

All Other Fees. PricewaterhouseCoopers LLP billed a total of $2,316 and $5,873 for research software licensing fees for the years ended December 31, 2009 and 2008, respectively. All fees billed in this category for the years ended December 31, 2009 and 2008 were pre-approved by the Audit and Risk Committee.

The Audit and Risk Committee has determined that PricewaterhouseCoopers LLP’s provision of professional services is compatible with maintaining its independence. No fees were

billed and no services were provided by PricewaterhouseCoopers LLP during 2009 and 2008 for financial information systems design and implementation.

No other fees were billed for any other services and no other services were provided by PricewaterhouseCoopers LLP for the years ended December 31, 2009 and 2008.

Policy on Audit and Risk Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm. Beginning for the year ended December 31, 2003, M&T Bank Corporation instituted a policy that the Audit and Risk Committee pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally detailed as to the particular service or category of services and is generally subject to a specific budget range. The independent registered public accounting firm and management are required to periodically report to the Audit and Risk Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval policy, and the fees for the services performed to date. The Audit and Risk Committee may also pre-approve additional services on a case-by-case basis. In the period between meetings of the Audit and Risk Committee, the Chair of the Audit and Risk Committee is authorized to pre-approve such services on behalf of the Audit and Risk Committee provided that such pre-approval is reported to the Audit and Risk Committee at its next regularly scheduled meeting.

Before appointing PricewaterhouseCoopers LLP, the Audit and Risk Committee considered PricewaterhouseCoopers LLP’s qualifications as an independent registered public accounting firm. This included a review of the qualifications of the engagement team, the quality control procedures the firm has established, any issues raised by the most recent quality control review of the firm, as well as its reputation for integrity and competence in the fields of accounting and auditing. The Audit and Risk Committee’s review also included matters required to be considered under the SEC’s rules on auditor independence, including the nature and extent of non-audit services, to ensure that the auditor’s independence will not be impaired. The Audit and Risk Committee has considered and determined that PricewaterhouseCoopers LLP’s provision of non-audit services to M&T Bank Corporation during 2009 is compatible with and did not impair Pricewaterhouse-Coopers LLP’s independence.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINT-MENT OF PRICEWATERHOUSE-COOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF M&T BANK CORPORATION FOR THE YEAR ENDING DECEMBER 31, 2010.

The voting requirements with respect to this proposal are specified under the caption “VOTING RIGHTS.”

STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS

Direct and indirect ownership of Common Stock and restricted Common Stock by each of the directors, each of the executive officers who are named in the Summary Compensation Table (the “Named Executive Officers”), and by all directors and executive officers as a group, is set forth in the following table as of February 26, 2010, together with the percentage of total shares outstanding represented by such ownership. (For purposes of this table, beneficial ownership has been determined in accordance with the provisions of Rule 13d-3 under the Exchange Act, under which, in general, a person is deemed to be the beneficial owner of a security if such person has or shares the power to vote or to direct the voting of the security or the power to dispose or to direct the disposition of the security, or if such person has the right to acquire the beneficial ownership of the security within 60 days.)

						Percent of
Name of beneficial owner		Number of shares				class
Brent D. Baird			19,696				(11	)
Robert J. Bennett			107,496	(1)			(11	)
C. Angela Bontempo			6,961	(2)			(11	)
Robert T. Brady			4,394				(11	)
Michael D. Buckley			1,059	(3)			(11	)
T. Jefferson Cunningham III			9,853				(11	)
Mark J. Czarnecki			316,817	(4)			(11	)
Colm E. Doherty			0	(3)			(11	)
Gary N. Geisel			57,802	(4)			(11	)
Patrick W.E. Hodgson			55,185	(5)			(11	)
Richard G. King			12,071	(3)			(11	)
Jorge G. Pereira			1,106,732	(6)			(11	)
Michael P. Pinto			430,673	(4)			(11	)
Melinda R. Rich			8,830	(7)			(11	)
Robert E. Sadler, Jr.			341,517	(4)(8)(9)			(11	)
Eugene J. Sheehy			1,153	(3)			(11	)
Herbert L. Washington			7,072				(11	)
Robert G. Wilmers			4,563,207	(4)(8)(10)			3.84	%
René F. Jones			138,941	(4)(8)			(11	)
Kevin J. Pearson			179,420	(4)			(11	)
Current directors and executive officers as a group (27 persons)			8,388,081	(4)(8)			6.95	%

Section 16(a) Beneficial Ownership Reporting Compliance. Under Section 16(a) of the Exchange Act, M&T Bank Corporation’s directors and officers and persons who beneficially own more than 10% of the outstanding shares of Common Stock are required to report their beneficial ownership of the Common Stock and any changes in that beneficial ownership to the SEC and the New York Stock Exchange. M&T Bank Corporation believes that these filing requirements were satisfied by its directors and officers and by the beneficial owners of more than 10% of the outstanding shares of Common Stock during 2009, except for Reginald Newman III, a former director, who filed a Form 4 reporting one transaction late. In making the foregoing statement, M&T Bank Corporation has relied on copies of the reporting forms received by it or on the written representations from such reporting persons that no forms were required to be filed under the applicable rules of the SEC.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Compensation Discussion and Analysis

Overview of M&T Bank Corporation and 2009 Financial Performance. M&T Bank Corporation (sometimes referred to in this discussion as M&T or the Company) is a bank holding company that offers a wide range of commercial banking, trust and investment services to its customers. As of December 31, 2009, M&T had consolidated total assets of $68.9 billion, deposits of $47.4 billion and stockholders’ equity of $7.8 billion, and employed 12,802 full-time and 1,424 part-time employees. M&T reported net income of $380 million and earnings per common share of $2.89 for the year ended December 31, 2009. Although these results represented a significant decline from the prior year and reflect the severe economic and credit environment that M&T and other financial institutions have been operating in for the past two years, the Company’s performance for 2009 was relatively strong when compared with our comparison group of other commercial banking companies (as described below), the overwhelming majority of which reported losses for the year ended December 31, 2009.

Overview and Objectives of Executive Compensation Programs. The objective of M&T’s compensation programs is to attract, develop and retain executive officers capable of maximizing performance for the benefit of the Company’s stockholders. Our compensation philosophy is, and has long been, to emphasize long-term, equity-based compensation for its Named Executive Officers or “NEOs” and other employees. This philosophy allows M&T to align its compensation with performance in two ways:

	•		first, by determining the amount and kind of equity awards to be granted to the Named Executive Officers based on the performance of the Company in the past; and
	•		second, by ensuring that the Named Executive Officers realize compensation in the future on the equity awards based on the performance of the Company and in alignment with our stockholders.

As a result of this approach, management and other employees of the Company have accumulated a sizable ownership interest in the Company, which strengthens the alignment of these employees’ incentives with those of the Company’s stockholders.

Our ability to fulfill the objective of M&T’s compensation programs and maintain our compensation philosophy has been impacted by the rules governing executive compensation applicable to financial institutions that received investments from the U.S. Department of Treasury (sometimes referred to as Treasury) under the Troubled Asset Relief Program, or TARP, Capital Purchase Program (sometimes referred to as the CPP). As discussed in greater detail below, we were required to modify the compensation structure for our NEOs, other executive officers and certain highly compensated employees in order to comply with these rules while still ensuring that we remain competitive in attracting, developing and retaining high performing executive officers and other employees.

Implications of Participation in the Troubled Asset Relief Program Capital Purchase Program on Executive Compensation Arrangements. As a result of M&T’s participation in the CPP, M&T became subject to certain restrictions on executive compensation set forth in Section 111 of the Emergency Economic Stabilization Act of 2008 (“EESA”) and the Securities Purchase Agreement entered into by M&T Bank Corporation and Treasury on December 23, 2008. Subsequently, the American Recovery and Reinvestment Act of 2009 was signed into law on February 17, 2009 and included a provision of that amended Section 111 of EESA and directed Treasury to establish specified standards on executive compensation and corporate governance. On June 15, 2009, Treasury published its Interim Final Rule on TARP Standards for

Compensation and Corporate Governance (sometimes referred to as the TARP Interim Final Rule). As amended, Section 111 of EESA and the TARP Interim Final Rule established the following standards (sometimes referred to as the TARP Compensation Standards), which generally apply to all TARP recipients in the programs under TARP, including specifically to M&T under the CPP:

	•		a prohibition on paying bonuses, retention awards and incentive compensation, other than limited amounts of long-term restricted stock or pursuant to certain preexisting employment contracts, to our Senior Executive Officers, or SEOs, who are the same executives as our NEOs, and the next 20 most highly-compensated employees;
	•		a prohibition on the payment of “golden parachute payments” to our SEOs and next five most highly compensated employees;
	•		a requirement to “clawback” any bonus, retention award, or incentive compensation paid to a SEO and any of the next 20 most highly compensated employees based on statements of earnings, revenues, gains or other criteria later found to be materially inaccurate;
	•		a requirement to establish a policy on luxury or excessive expenditures, including entertainment or events, office and facility renovations, company owned aircraft and other transportation and similar activities or events;
	•		a requirement to provide stockholders with a non-binding advisory “say-on- pay” vote on executive compensation;
	•		a prohibition on deducting more than $500,000 in annual compensation for the SEOs under Internal Revenue Code Section 162(m);
	•		a prohibition on tax gross-ups to the SEOs and the next 20 most highly compensated employees;
	•		a requirement to disclose to Treasury any perquisites in excess of $25,000 paid or provided to a SEO or the next 20 most highly compensated employees;
	•		a requirement to disclose to Treasury whether the Nomination, Compensation and Governance Committee has retained a compensation consultant and the types of services provided by the consultant and its affiliates, whether or not compensation related;
	•		a requirement that the Nomination, Compensation and Governance Committee evaluate and review on a semi-annual basis with our senior risk officers the SEO compensation plans to limit any features in such plans that would encourage SEOs to take “unnecessary and excessive risks” that could threaten the value of M&T;
	•		a requirement that the Nomination, Compensation and Governance Committee review on a semi-annual basis employee compensation plans to identify and eliminate any provisions in such plans that encourage the manipulation of reported earnings to enhance the compensation of any employee;
	•		a requirement that the Nomination, Compensation and Governance Committee evaluate and review on a semi-annual basis with our senior risk officers the risks involved in employee compensation plans and limit risks posed to M&T by such plans;
	•		a requirement that the Nomination, Compensation and Governance Committee provide a certification that it has conducted the foregoing review and certain disclosures regarding such review in its report required under Item 407(e) of Regulation S-K under the Federal securities laws; and
	•		a requirement that the chief executive officer and chief financial officer provide written certifications of compliance with all of the foregoing requirements.

Process for Determining Executive Compensation. The Nomination, Compensation and Governance Committee of our Board of Directors (sometimes referred to in this discussion as the committee) is responsible for determining the compensation of our Named Executive Officers. As discussed below, the committee reviews the compensation levels of the Named Executive Officers relative to a group of commercial banking peers and considers the financial performance of the Company relative to that peer group as well as certain other factors, including individual performance and the recommendation of management, in determining the amount and mix of compensation to be paid to each Named Executive Officer and, when applicable, in compliance with the TARP Compensation Standards.

Compensation Review. At least annually, the committee compares compensation levels for the Named Executive Officers and M&T’s financial performance to a group of commercial banking institutions of similar business makeup, size and geographic reach. For 2009, the committee determined it appropriate to use for this purpose the same group that the Company uses for financial performance comparison purposes. M&T selected the following 14 commercial banking companies, which group was determined by taking the group of U.S. based commercial bank holding companies having assets exceeding $30 billion as of December 31, 2008, and removing the four largest, three that are primarily engaged in trust and custody banking and have a dissimilar business mix, and one that has a substantial international presence:

•		BB&T Corporation
•		Capital One Financial Corporation
•		Comerica Incorporated
•		Fifth Third Bancorp
•		First Horizon National Corporation
•		Huntington Bankshares Incorporated
•		KeyCorp

•		Marshall & Ilsley Corp.
•		PNC Financial Services Group, Inc.
•		Regions Financial Corp.
•		SunTrust Banks, Inc.
•		Synovus Financial Corp.
•		US Bancorp
•		Zions Bancorporation

The 2009 comparison group was different from the 2008 comparison group in that National City Corporation and UnionBanCal Corp. were removed as a result of their acquisition and Synovus Financial Corp. was added.

Consistent with its philosophy of providing incentives that link compensation to firm performance, in determining the appropriate mix of compensation between base salary, annual cash incentives and stock-based compensation, the committee assesses the performance of each Named Executive Officer after the year is complete against management’s annual business plan. The plan provides the committee with a detailed assessment of management’s expectations for M&T’s performance, including its return on assets, return on equity, earnings per share growth, expense management, revenue growth, market concentration, credit quality measures and various other financial performance measures. The committee assesses the performance of each Named Executive Officer in light of the business plan and the performance of the firms in the comparison group.

The committee considers a number of factors specific to each executive’s role when determining the amount and mix of compensation to be paid. These factors are briefly summarized in the table below.

Executive Officers		Factors Included among Committee Considerations
All Named Executive Officers		•		Compensation of comparable executives at the comparison group firms
		•		Financial performance of M&T (especially on a “net operating”

				basis, which excludes the effect of one-time gains and expenses) over the most recent fiscal year and the prior three years
		•		Composition of earnings
		•		Asset quality relative to the banking industry
		•		Responsiveness to the economic environment
		•		Achievement of M&T compared to its corporate, financial, strategic and operational objectives and business plans and compared to the performance of the comparison group firms
		•		Cumulative stockholder return
		•		Restrictions placed on compensation by the TARP Compensation Standards
Named Executive Officers other than the Chief Executive Officer		•		Recommendations of the Chief Executive Officer and Executive Vice President of Human Resources
		•		Individual performance based on discussion between the Chief Executive Officer and the committee

Role of Compensation Consultants. In 2009, and as it has for the past several years, the Nomination, Compensation and Governance Committee retained the services of Mercer to assist in the development of the comparison group and perform a review of the Named Executive Officers’ compensation. Mercer’s review included a review of the following components of NEO compensation:

	•		base salaries;
	•		annual incentives; and
	•		long-term incentives, including stock-based compensation.

The review compared NEO compensation to the compensation disclosed in the 2009 proxy statements of the comparison group. The committee uses information about the comparison group to help assess the competitiveness of the Company’s pay practices. Mercer also assisted M&T in assessing the impact of the TARP Compensation Standards on M&T’s compensation practices and provided an opinion to the committee regarding the reasonableness of the compensation determinations made with respect to the Named Executive Officers in January 2010. Additional information regarding Mercer and a description of the services provided by it and its affiliates to M&T, including the fees paid by M&T, is provided in this Proxy Statement in the section below entitled “Corporate Governance of M&T Bank Corporation.”

Components of Executive Compensation. Consistent with M&T’s compensation philosophy of linking NEO incentives to those of stockholders, the committee historically tended to award more compensation in the form of equity versus cash relative to members of the comparison group. This philosophy also explains why M&T generally pays less in base salary (which is less sensitive to performance) than members of the comparison group.

In 2009, the base salaries and total cash compensation (base salary plus annual cash incentive paid in 2009 with respect to 2008 performance), as well as total compensation (total cash compensation plus stock-based compensation or other long-term incentives),

of the Named Executive Officers was below the median for comparable executives employed by the members of the comparison group. We provide a brief explanation of the factors used to determine each component of the Named Executive Officers’ compensation in the sections that follow.

Salaries. Base salaries of the Named Executive Officers are determined by the committee based on a variety of factors, including the scope of the executive’s responsibilities, base salaries of comparable executives employed by members of the comparison group, assessment of individual performance and expected future contributions. In line with the Company’s strategy of emphasizing compensation that links executives’ incentives to those of stockholders, particularly long-term stock-based compensation, salaries of the Named Executive Officers historically have generally been set below the median salaries for executives employed by firms in the comparison group. In considering the appropriate salaries for the Named Executive Officers in 2010, the committee considered it appropriate to account for the impact of the TARP Compensation Standards and incorporated a stock salary component into each Named Executive Officer’s base salary, which likely resulted in the salaries increasing to above the historical median salaries for executives employed by firms in the comparison group. Based on filings with the SEC during 2009 and early 2010, we know that many of the firms in the comparison group will have taken similar actions due to the impact of the TARP Compensation Standards.

2009 Salary Determinations. The committee made base salary determinations for 2009 for the Named Executive Officers in January 2009. Due to weak performance of the banking industry generally and of the Company relative to prior years and its business plan during 2008, the Nomination, Compensation and Governance Committee determined in January 2009 to keep base salaries flat for each of the Named Executive Officers in 2009. This action was taken notwithstanding that the committee determined that the Company’s performance for 2008 was relatively strong when compared with the comparison group and viewed in light of the unprecedented nature of the financial crisis. Although none of the Named Executive Officers received an increase in base salary in 2009, the Summary Compensation Table indicates that the salary paid in 2009 for each of them is higher than in 2008, which results from the fact that M&T pays salaries on a bi-weekly basis and there were 27 pay periods during 2009, one more than during 2008.

2010 Salary Determinations. The committee made base salary determinations for 2010 for the Named Executive Officers in January 2010. In making such determinations, the committee took into consideration the fact that it could not approve any cash incentives to the NEOs for 2009 performance under the TARP Compensation Standards and that the value of equity awards it could approve in 2010 would be limited by the TARP Compensation Standards. Similar to the prior year, the committee determined that due to weak performance of the banking industry generally and of the Company relative to prior years and its business plan it would keep base cash salaries flat for Messrs. Wilmers, Czarnecki and Pinto, again notwithstanding the fact that the committee determined that the Company’s performance for 2009 was relatively strong when compared with the comparison group. The committee did determine to increase Mr. Jones’ and Mr. Pearson’s base cash salaries by $150,000 and $135,000, respectively, due to the fact that their respective compensation was drastically below the median for their counterparts in the comparison group in 2009.

Additionally, in order to maintain a level of total compensation that the committee determined appropriate to ensure the continued services of the Named Executive Officers and to appropriately align their interests with those

of the Company’s stockholders, and after taking into consideration the impact of the TARP Compensation Standards, the committee approved stock salary components of each Named Executive Officer’s base salary. The amount of annual stock salary awarded to each of Messrs. Wilmers, Jones, Czarnecki, Pinto and Pearson was $1,100,000, $400,000, $1,050,000, $1,050,000 and $550,000, respectively. The annual stock salary is effective as of January 3, 2010 and will be granted in bi-weekly installments as fully vested shares of Common Stock under the M&T Bank Corporation 2009 Equity Incentive Compensation Plan (the “2009 Equity Incentive Compensation Plan”). The committee determined, however, that the shares of Common Stock received by each Named Executive Officer would be subject to restrictions on transfer such that each NEO may not sell, transfer or otherwise dispose of any Common Stock received as stock salary in 2010 until the earlier of (a) the date that M&T repays the CPP investment made under TARP, or (b) January 1, 2012. The number of shares of Common Stock to be paid to each Named Executive Officer with respect to a bi-weekly pay period will be determined by dividing the amount of stock salary with respect to that pay period by the reported closing price on the New York Stock Exchange for a share of Common Stock on the pay date for such period. Each of the NEOs will have the opportunity to elect to pay the applicable taxes for such Common Stock either by (i) cash payment, or (ii) having a portion of his stock salary withheld from each bi-weekly payment and receiving the net shares. The stock salary will be accompanied by voting rights and the right to receive any dividends paid on the Common Stock if and when dividends are paid on the Common Stock.

Incentive Compensation. Consistent with the objective of linking compensation to M&T’s performance for the benefit of the Company’s stockholders, in determining annual cash incentive and equity awards, the committee has historically assessed the following factors, without assigning any particular weighting to any single factor:

	•		the Company’s current and past performance compared to its business plans and other qualitative and quantitative factors;
	•		the Company’s performance compared to the comparison group;
	•		the Named Executive Officer’s individual performance, as discussed below;
	•		the Named Executive Officer’s past compensation;
	•		the period during which a Named Executive Officer has been in a key position with the Company;
	•		with respect to equity awards, dilution and the market value of the Common Stock;
	•		compensation information with respect to the comparison group; and
	•		the Company’s future prospects.

For awards made in 2010 with respect to 2009 performance, the committee’s ability to make any incentive compensation awards was limited by the TARP Compensation Standards. As a result, the factors described above were considered by the committee in determining the total compensation opportunity for each of the Named Executive Officers, including the amount of annual stock salary and awards of TARP compliant long-term restricted stock.

Annual Cash Incentives. The Named Executive Officers participate in the M&T Bank Corporation Annual Executive Incentive Plan, which plan provides for discretionary grants of cash awards to the Named Executive Officers as determined by the committee. As discussed above, the TARP Compensation Standards prohibit the payment of these types

of cash awards, except pursuant to certain preexisting employment contracts, to the NEOs and next 20 most highly compensated employees. Since all of the Named Executive Officers participate in the Annual Executive Incentive Plan and none of them have preexisting employment contracts, the committee could not, and did not, make any discretionary grants of cash awards to the NEOs in 2010 with respect to 2009 performance.

Equity Based Incentives. Consistent with its philosophy of linking compensation to M&T’s performance for the benefit of the Company’s stockholders, M&T provides long-term incentive opportunities to its executive officers through discretionary grants of stock-based compensation under the 2009 Equity Incentive Compensation Plan. The committee determines the dollar value of equity awards to be made to the Named Executive Officers at its meeting in January of each year. The equity awards are then granted on the last business day of January following the meeting of the Nomination, Compensation and Governance Committee. In making grants of equity awards, the committee assesses the following factors over a three-year period or longer:

	•		The recommendations of management, with input from Human Resources, on the total size of the equity award pool to be allocated to all participating employees;
	•		The amount of the equity award pool for prior years;
	•		The performance of M&T relative to prior years; and
	•		The performance of M&T relative to its business plan and the comparison group.

Stock Options. Management and the committee have historically believed that stock options are an effective long-term incentive because the holder can profit only if the value of M&T Common Stock increases. In addition, the Company has utilized incentive stock options that comply with Section 422 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), to the maximum extent permitted. In making such awards in the past, the committee concluded that the potential tax advantages available to the NEOs with incentive stock options increases the likelihood that a Named Executive Officer will hold the stock received upon exercise of a stock option. Typically, stock options vest over a four-year period, with 10% vesting one year after the date of grant, an additional 20% vesting two years after the date of grant, an additional 30% vesting three years after the date of grant and the remaining 40% vesting four years after the date of grant.

Restricted Stock and Restricted Stock Units. Management and the committee believe that restricted stock and restricted stock units to be settled in stock also provide some degree of an effective long-term incentive because although there is value in an award upon vesting even if the stock price has not increased (or even if the stock price has decreased) since grant, the value of the award can be further enhanced if the value of M&T Common Stock increases. The restrictions on awards of restricted stock or restricted stock units will lapse based on the same service-based vesting schedule used for stock options. The restricted stock will receive dividends if and when dividends are paid on M&T Common Stock and will have voting rights during the restricted period. The restricted stock units will receive dividend equivalent payments if and when dividends are paid on M&T Common Stock but they do not have voting rights during the restricted period. Beginning in 2009, for tax reasons, the committee determined to award restricted stock units to be settled in stock as a substitute for awards of restricted stock to Company employees who are eligible for retirement under the Pension Plan.

As discussed above, the TARP Compensation Standards prohibit the award of any equity incentive compensation to the NEOs and next 20 most highly compensated employees,

unless the equity award meets the definition of “long-term restricted stock” in the TARP Compensation Standards, which subjects such awards to limits on value and certain vesting and nontransferability requirements. The value of awards of long-term restricted stock may not exceed one-third of the recipient’s annual compensation for the year of the grant, as opposed to the preceding year, but for these purposes the full value of the award itself is included in the recipient’s annual compensation. In effect, the TARP Compensation Standards allow a restricted stock award with a value equal to 50 percent of salary. Such awards must not vest earlier than two years from the date of grant, except in cases of death, disability or change in control. In addition, there are restrictions on the transferability of restricted shares, even if they have vested, until specified percentages of the TARP assistance have been repaid, except that restricted shares may become transferable to the extent necessary to pay taxes becoming due upon vesting.

2009 Equity Awards. The Nomination, Compensation and Governance Committee determined the dollar value of equity awards to be made to the Named Executive Officers in 2009 at its January 2009 meeting. As in years past, the Nomination, Compensation and Governance Committee based its equity awards on the criteria discussed above. This assessment showed that generally M&T had performed above the median of the comparison group over three-year and longer periods and had performed in the top quartile of the group on some financial measures such as earnings per share growth. As a result, because the Nomination, Compensation and Governance Committee considers equity awards a long-term award that should be based more on the long-term performance of the Company, the equity awards approved in 2009 were unchanged from the equity awards granted in 2008, except as discussed below for Mr. Wilmers. Due to the fact that the price of the Company’s Common Stock had fallen dramatically during 2008 and the resulting impact such a decrease would have on the number of shares that would be issuable if stock options were granted, the committee decided to only grant restricted stock or restricted stock units to be settled in stock in 2009 to eligible employees, including the Named Executive Officers, which significantly reduced the number of shares awarded. It was the sense of the committee that an equity award to Mr. Wilmers in 2009 was warranted in view of the fact that the Company had continued to be profitable despite the very difficult operating environment and to provide Mr. Wilmers with an additional incentive to continue his leadership of the Company. Consistent with his position since 2003 that he not receive any equity awards, Mr. Wilmers did not request that he be considered for an equity award in 2009. The committee nonetheless felt strongly that an equity award was deserved and was an appropriate retention tool. In order to ensure that the award served as a retention tool, the terms of Mr. Wilmers’ restricted stock unit award were modified so that standard retirement vesting provisions were inapplicable until January 30, 2011. While the equity award for Mr. Wilmers increased his total compensation, such compensation remained below the median of chief executive officers in the comparison group. In addition, when combining the equity awards of the other Named Executive Officers with the base salaries and cash incentives earned with respect to 2008, the total compensation for all of the other Named Executive Officers was below the median of the comparison group based on information in the 2008 proxy statements of the group.

2010 Equity Awards. The committee granted equity awards in 2010 to the Named Executive Officers in January 2010 based on the assessment criteria discussed above and the limits on the value of long-term restricted stock that could be granted to the NEOs in 2010 under the TARP Compensation Standards. The committee also assessed how the mix of cash base salary, annual stock salary and long-term restricted stock should be structured in order to provide a total compensation opportunity to each Named Executive Officer in 2010 that reflected both the underperformance of the Company relative

to its business plan in 2009, the strong relative performance compared to the comparison group and the need to provide appropriate levels of compensation to ensure the retention and continued service of the NEOs. The value of long-term restricted stock awarded to each of Messrs. Wilmers, Jones, Czarnecki, Pinto and Pearson was $350,000, $350,000, $450,000, $450,000 and $330,000, respectively. These awards, in combination with other compensation earned in 2009, resulted in total compensation for all of the Named Executive Officers for 2009 that was below the median of the comparison group. In addition, the total compensation opportunity for each Named Executive Officer in 2010, consisting of their respective cash base salary, annual stock salary and long-term restricted stock award, when compared to compensation earned in 2009, results in a reduction of 20 percent, 10 percent, 10 percent and six percent, respectively, for Messrs. Wilmers, Czarnecki, Pinto and Pearson. In the case of Mr. Jones, his total compensation opportunity for 2010 increased six percent since his total compensation remains very substantially below the median of the comparison group for his position. These long-term restricted stock awards were in the form of either restricted stock or restricted stock units to be settled in stock depending upon whether or not a Named Executive Officer is eligible for retirement, and were granted on January 29, 2010 in accordance with M&T Bank Corporation’s equity award policy. The restricted shares and restricted stock units will vest or be settled in stock, respectively, according to the following schedule: 30 percent on January 29, 2012; 30 percent on January 29, 2013; and the remaining 40 percent on January 29, 2014. Such restricted shares or restricted stock units will accelerate and vest or be settled upon the death or disability of an executive, or upon a change in control of M&T, and the vested or settled shares will be subject to restrictions on transfer until M&T repays all or a portion of the TARP CPP investment, consistent with the requirements for “long-term restricted stock” in the TARP Compensation Standards. As permitted by the TARP Compensation Standards, tax withholding for such shares or units may be fulfilled by the withholding of shares or units. The restricted stock and restricted stock units will be entitled to the receipt of any dividends paid on the Common Stock or dividend equivalents; provided, however, that such amounts will be held in a dividend book account until the date that M&T repays the CPP investment, at which point the funds will be paid to the Named Executive Officer with interest.

Summary of 2010 Executive Compensation Determinations. The supplemental table below shows the mix of annual base salary, annual cash incentives and equity awards approved by the committee for each of the Named Executive Officers in January 2010.

						Bonus Paid in				Grant Date Fair
		2010				2010 for 2009				Value of Stock
Named Executive Officer		Salary(1)				Performance				Awards in 2010
Robert G. Wilmers		$	1,750,000			$	0			$	350,018
René F. Jones		$	850,000			$	0			$	350,018
Mark J. Czarnecki		$	1,600,000			$	0			$	450,023
Michael P. Pinto		$	1,600,000			$	0			$	450,023
Kevin J. Pearson		$	1,050,000			$	0			$	330,031

Perquisites and Other Personal Benefits. Generally, the Company provides limited perquisites designed to assist a Named Executive Officer in being productive and which management and the committee believe are consistent with our overall compensation program. In light of these considerations, the committee has approved the payment of

certain living expenses of Mr. Wilmers for one of the two cities in which we require him to work. Given the importance of developing business relationships to our success, our Named Executive Officers are also reimbursed for initiation fees and dues they incur for club memberships deemed necessary for business purposes. No perquisite exceeded $25,000 for any of the Named Executive Officers.

Retirement and Other Benefits. The Company maintains two tax-qualified retirement plans for its employees, one a defined benefit plan and the other a defined contribution plan. Each of the Named Executive Officers participates in the defined benefit plan, except for Mr. Jones, who elected to have his benefit under the defined benefit plan frozen as of December 31, 2005 and to earn future benefits under the defined contribution plan. Mr. Jones made his election pursuant a one-time election that was offered to all participants in the defined benefit plan in late 2005 to remain in the defined benefit plan and earn future benefits under a new reduced benefit formula or to retain the frozen benefit in the defined benefit plan and earn future benefits under a new defined contribution plan beginning January 1, 2006.

In addition, M&T maintains nonqualified defined benefit and defined contribution retirement plans to supplement retirement benefits for the Named Executive Officers, although these plans only provide benefits on compensation up to $350,000. The nonqualified plans are not funded, except as benefits are actually paid to executive officers. Additional information regarding these retirement plans and arrangements is provided in this Proxy Statement in the sections below entitled “2009 Pension Benefits” and “2009 Nonqualified Deferred Compensation.”

M&T does not believe it is appropriate to provide the Named Executive Officers with severance packages beyond what is provided to employees of M&T generally. Consequently, the Named Executive Officers have historically participated in the M&T Bank Corporation Severance Pay Plan. As a result, of the TARP Compensation Standards, none of the Named Executive Officers is eligible to receive any benefits under the M&T Bank Corporation Severance Pay Plan for as long as any portion of the CPP investment remains outstanding. At such time after M&T has repaid all of the CPP investment and upon “Qualifying Event” (defined in the plan as any permanent, involuntary termination of a participant’s active employment as a result of a reduction in force, restructuring, outsourcing or elimination of position), a Named Executive Officer would be entitled to:

•		the continuation of his base pay for at least 52 weeks, but in no event more than 104 weeks as determined at the time of the Qualifying Event; and
•		the continuation of certain benefits during the period in which severance payments are made, including, but not limited to medical, dental and vision insurance, life insurance and flexible spending accounts, provided the Named Executive Officer continues to make contributions at the active employee rate.

Other than benefits that are generally available to employees, M&T does not maintain any individual severance or change-of-control arrangements. M&T’s compensation plans do not contain payments or benefits to Named Executive Officers that are specifically triggered by a change-of-control, except that the Company’s various stock-based compensation plans provide that, upon a change-of-control, all employees, including the Named Executive Officers, would become fully vested in any outstanding awards that were not already vested. M&T has elected to provide such acceleration because of a belief that the principal purpose of providing executive officers with equity incentives is to align their interests with those of M&T’s stockholders and that this alignment should be enhanced, not weakened, in the context of a change of control. Accelerating the vesting of stock-based compensation upon a change-of-control allows employees the same opportunity as other stockholders to sell shares freely following the completion of the deal and

realize the economic benefits of the transaction, without forcing them to be exposed to the post-closing performance of the acquiror.

Tax Matters. Section 162(m) of the Internal Revenue Code generally denies a deduction to any publicly held corporation for compensation paid to its Named Executive Officers to the extent that any such individual’s compensation exceeds $1 million, subject to certain exceptions, including one for “performance-based compensation.” Generally,the committee seeks to maximize executive compensation deductions for federal income tax purposes. However, the TARP Compensation Standards provide that M&T may not deduct any compensation expense in excess of $500,000 under Section 162(m) of the Internal Revenue Code, including “performance based compensation.” Due to M&T’s participation in the CPP (as described in the foregoing sentence), Mr. Wilmers received compensation in 2009 of $175,000, and Messrs. Czarnecki and Pinto each received compensation in 2009 of $71,154, which will be nondeductible under Section 162(m) of the Internal Revenue Code.

NOMINATION, COMPENSATION AND GOVERNANCE COMMITTEE REPORT

The Nomination, Compensation and Governance Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of SEC Regulation S-K with management and, based on such review and discussions, the Nomination, Compensation and Governance Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

The Nomination, Compensation and Governance Committee certifies that during the six-month period beginning September 14, 2009, it has reviewed (i) with M&T Bank Corporation’s senior risk officers the SEO compensation plans and has made all reasonable efforts to ensure that these plans do not encourage SEOs to take unnecessary and excessive risks that threaten the value of M&T Bank Corporation; (ii) with M&T Bank Corporation’s senior risk officers the employee compensation plans and has made all reasonable efforts to limit any unnecessary risks these plans pose to M&T Bank Corporation; and (iii) the employee compensation plans to eliminate any features of these plans that would encourage the manipulation of reported earnings of M&T Bank Corporation to enhance the compensation of any employee. Based upon such review, the Nomination, Compensation and Governance Committee also determined that the compensation policies and practices for all employees do not create risks that are reasonably likely to have a material adverse effect on M&T Bank Corporation.

Description of SEO and Employee Compensation Plans Required by §30.7(b) of the Interim Final Rule

M&T Bank Corporation formed the Compensation Plan Risk Review Committee, a management committee consisting of senior risk officers, to assist the Nomination, Compensation and Governance Committee in fulfilling its duties set forth in items (i) through (iii) above. The Compensation Plan Risk Review Committee undertook a review of all compensation plans and prioritized such plans with respect to the level of risk associated with each plan. The assessment of risk encompassed a review of business processes, current economic environment and the design and administration of each plan. Criteria used by the Compensation Plan Risk Review Committee to quantify the risk included, among others, the percentage of the employee’s total compensation provided by the plan, the covered employees’ potential ability to manipulate earnings, if any, the covered employees’ potential impact on reported earnings and the covered employees’ ability to approve a proposed transaction or make another business decision that could have a material impact on M&T Bank Corporation.

As a general matter, the Compensation Plan Risk Review Committee determined that

broad-based plans of general applicability that provide for welfare and retirement benefits on a non-discriminatory basis do not encourage unnecessary and excessive risks that threaten the value of M&T Bank Corporation or create an incentive or opportunity for an employee to manipulate the reported earnings of M&T Bank Corporation, and the Nomination, Compensation and Governance Committee agreed with this assessment.

SEO Compensation Plans

M&T Bank Corporation Executive Annual Incentive Plan. The discretionary nature of this plan allows awards to be based on a comprehensive assessment of performance, including risk outcomes over the long term. Therefore, the Nomination, Compensation and Governance Committee agreed with the Compensation Plan Risk Review Committee’s determination that this plan does not encourage unnecessary or excessive risk-taking by the Senior Executive Officers that threatens the value of M&T Bank Corporation or the manipulation of reported earnings.

M&T Bank Corporation 2009 Equity Incentive Compensation Plan. Due to the fact that this plan awards equity that vests over a four-year period and derives value based on the long-term performance of M&T Bank Corporation, the Nomination, Compensation and Governance Committee in consulation with the Compensation Plan Risk Review Committee determined that this plan does not encourage unnecessary or excessive risk-taking by the Senior Executive Officers that threatens the value of M&T Bank Corporation or the manipulation of reported earnings.

Various Retirement Programs. M&T Bank Corporation offers various retirement programs to its Senior Executive Officers, generally. Benefits under the defined benefit plans are not based on the performance of M&T Bank Corporation, while benefits under the defined contribution plans are based on the performance of M&T Bank Corporation only to the extent the participant elects to invest in Common Stock. Therefore, the Nomination, Compensation and Governance Committee in consulation with the Compensation Plan Risk Review Committee determined that this plan does not encourage unnecessary or excessive risk-taking by the Senior Executive Officers that threatens the value of M&T Bank Corporation or the manipulation of reported earnings.

Employee Compensation Plans

In addition to the compensation plans for Senior Executive Officers discussed above, there are various other employee compensation plans, some of which are discretionary in nature as to the amounts to be paid thereunder, some for which the amounts to be paid thereunder is based on a formula, some of which meet the requirements for commission compensation under the TARP Compensation Standards and others for which the amounts to be paid thereunder may be determined based on a combination of these approaches. All of these plans were reviewed by the Compensation Plan Risk Review Committee as described above. As a result of the review, no plan was identified as having a high degree of risk. Any plans that were considered to have features that could pose an opportunity for risk of any level or the manipulation of reported earnings were subject to additional review to assess whether or not any additional measures were required to monitor or contain risk. With respect to some plans, additional risk management processes and administrative controls, such as having M&T Bank’s Enterprise-Wide Risk Management Committee periodically review the volume and nature of new business, were put in place to more effectively manage the potential risks posed due to the businesses in which these plans are operative. For the remaining plans, it was determined that the risk management oversight and the internal controls embedded in each line of business, the discretionary nature of many

of the compensation plans or the adjustments for risk included in the method used to determine the amounts to be paid thereunder, or a combination of these features, are key factors that serve to ensure that the compensation plans do not encourage undersirable risk-taking activities or the manipulation of earnings.

This report was adopted on February 12, 2010 by the Nomination, Compensation and Governance Committee of the Board of Directors:

Jorge G. Pereira, Chairman
Brent D. Baird
Robert T. Brady
Michael D. Buckley

Summary Compensation Table. The following table contains information concerning the compensation earned by M&T Bank Corporation’s Named Executive Officers in the fiscal years ended December 31, 2009, 2008 and 2007.

2009 Summary Compensation Table

																										Change in
																										Pension
																										Value and
																						Non-				Non-
																						Equity				qualified
																						Incentive				Deferred				All
																						Plan				Compen-				Other
Name and Principal														Stock				Option				Compen-				sation				Compen-
Position		Year				Salary				Bonus				Awards				Awards				sation				Earnings				sation				Total
						($)(2)				($)				($)(3)				($)(3)				($)				($)(4)				($)(5)				($)
Robert G. Wilmers			2009				675,000				0				2,000,013				0				0				196,868				65,222	(6)			2,937,103
Chairman of the Board and Chief Executive			2008				650,000				0				0				0				0				159,680				60,128				869,808
Officer of M&T Bank Corporation and M&T Bank			2007				646,154				275,000				0				0				0				166,737				64,825				1,152,716
René F. Jones			2009				311,538				0				600,031				0				0				10,737				47,366	(7)			969,672
Executive Vice President			2008				298,846				235,000				0				450,013				0				4,592				46,832				1,035,283
and Chief Financial			2007				281,154				235,000				0				450,007				0				834				43,065				1,010,060
Officer of M&T Bank Corporation and M&T Bank
Mark J. Czarnecki			2009				571,154				0				1,500,019				0				0				85,562				42,037	(9)			2,198,772
President of M&T Bank Corporation and M&T Bank			2008				550,000				225,000				0				1,500,012				0				53,363				40,172				2,368,547
			2007				542,308				225,000				0				1,500,003				0				37,393				38,627				2,343,331
Michael P. Pinto			2009				571,154				0				1,500,019				0				0				75,428				48,032	(8)			2,194,633
Vice Chairman of the Board of M&T Bank			2008				550,000				225,000				0				1,500,012				0				47,895				40,934				2,363,841
Corporation;			2007				543,308				225,000				0				1,500,003				0				34,287				233,778				2,536,376
Vice Chairman of the Board and Chairman and Chief Executive Officer of the Mid-Atlantic Division of M&T Bank
Kevin J. Pearson (1)			2009				379,039				0				800,029				0				0				47,333				26,991	(10)			1,253,392
Executive Vice President of M&T Bank Corporation and M&T Bank			2008				363,846				300,000				0				800,013				0				29,091				25,404				1,518,354

Grants of Plan-Based Awards. The following table reflects the terms of compensation plan-based awards granted to Named Executive Officers in 2009.

2009 Grants of Plan-Based Awards

																														All
																														Other				All Other				Exer-
																														Stock				Option				cise or				Grant
																														Awards:				Awards:				Base				Date Fair
						Estimated Future Payouts												Estimated Future Payouts												Number				Number of				Price				Value of
						Under Non-Equity Incentive												Under Equity Incentive												of Shares				Securities				of				Stock and
		Grant				Plan Awards												Plan Awards												of Stock				Underlying				Option				Option
Name		Date				Threshold				Target				Maximum				Threshold				Target				Maximum				or Units				Options				Awards				Awards
						($)				($)				($)				(#)				(#)				(#)				(#)				(#)				($/Sh)				($)(1)(2)
Robert G. Wilmers			1/30/2009				0				0				0				0				0				0				51,401				0				—				2,000,013
René F. Jones			1/30/2009				0				0				0				0				0				0				15,421				0				—				600,031
Mark J. Czarnecki			1/30/2009				0				0				0				0				0				0				38,551				0				—				1,500,019
Michael P. Pinto			1/30/2009				0				0				0				0				0				0				38,551				0				—				1,500,019
Kevin J. Pearson			1/30/2009				0				0				0				0				0				0				20,561				0				—				800,029

Outstanding Equity Awards at Fiscal Year-End. The following table reflects the number and terms of stock option awards and stock awards outstanding as of December 31, 2009 for the Named Executive Officers.

Outstanding Equity Awards at 2009 Fiscal Year-End

		Option Awards																				Stock Awards
																																		Equity
																														Equity				Incentive
																														Incentive				Plan
																														Plan				Awards:
																														Awards:				Market
										Equity																				Number				or Payout
										Incentive												Number								of				Value of
										Plan												of				Market				Unearned				Unearned
										Awards:												Shares				Value of				Shares,				Shares,
		Number of				Number of				Number of												or Units				Shares				Units or				Units or
		Securities				Securities				Securities												of Stock				or Units				Other				Other
		Underlying				Underlying				Underlying												That				of Stock				Rights				Rights
		Unexercised				Unexercised				Unexercised				Option				Option				Have				That				That				That
		Options (#)				Options (#)				Unearned				Exercise				Expiration				Not				Have Not				Have Not				Have Not
Name		Exercisable				Unexercisable				Options				Price				Date				Vested				Vested				Vested				Vested
						(1)				(#)				($)								(#)(2)				($)				($)				($)
Robert G. Wilmers			79,709				0				0				65.80				1/16/2011				—				—				—				—
			20,291				0				0				68.31				2/20/2011				—				—				—				—
			90,000				0				0				75.80				1/15/2012				—				—				—				—
			—				—				—				—				—				51,401				3,438,213				0				0
René F. Jones			20,000				0				0				65.80				1/16/2011				—				—				—				—
			15,000				0				0				75,80				1/15/2012				—				—				—				—
			15,000				0				0				80.23				1/21/2013				—				—				—				—
			14,987				0				0				91.75				1/20/2014				—				—				—				—
			10,766				0				0				101.80				1/18/2015				—				—				—				—
			7,900				5,268				0				108.93				1/17/2016				—				—				—				—
			4,722				11,018				0				121.31				1/31/2017				—				—				—				—
			2,839				25,553				0				91.28				1/31/2018				—				—				—				—
			—				—				—				—				—				15,421				1,031,511				0				0
Mark J. Czarnecki			39,854				0				0				65.80				1/16/2011				—				—				—				—
			10,146				0				0				68.31				2/20/2011				—				—				—				—
			45,000				0				0				75.80				1/15/2012				—				—				—				—
			45,000				0				0				80.23				1/21/2013				—				—				—				—
			44,960				0				0				91.75				1/20/2014				—				—				—				—
			21,735				14,490				0				108.93				1/17/2016				—				—				—				—
			15,739				36,727				0				121.31				1/31/2017				—				—				—				—
			9,463				85,175				0				91.28				1/31/2018				—				—				—				—
			—				—				—				—				—				38,551				2,578,676				0				0

		Option Awards																			Stock Awards
																																		Equity
																														Equity				Incentive
																														Incentive				Plan
																														Plan				Awards:
																														Awards:				Marked
										Equity																				Number				or Payout
										Incentive												Number				Market				of				Value of
										Plan												of				Value of				Unearned				Unearned
										Awards:												Shares				Shares				Shares,				Shares,
		Number of				Number of				Number of												or Units				or Units				Units or				Units or
		Securities				Securities				Securities												of Stock				of Stock				Other				Other
		Underlying				Underlying				Underlying												That				That				Rights				Rights
		Unexercised				Unexercised				Unexercised				Option				Option				Have				Have				That				That
		Options (#)				Options (#)				Unearned				Exercise				Expiration				Not				Not				Have Not				Have Not
Name		Exercisable				Unexercisable				Options				Price				Date				Vested				Vested				Vested				Vested
						(1)				(#)				($)								(#)(2)				($)				($)				($)
Michael P. Pinto			51,810				0				0				65.80				1/16/2011				—				—				—				—
			13,190				0				0				68.31				2/20/2011				—				—				—				—
			65,000				0				0				75.80				1/15/2012				—				—				—				—
			65,000				0				0				80.23				1/21/2013				—				—				—				—
			64,943				0				0				91.75				1/20/2014				—				—				—				—
			31,388				20,926				0				108.93				1/17/2016				—				—				—				—
			15,739				36,727				0				121.31				1/31/2017				—				—				—				—
			9,463				85,175				0				91.28				1/31/2018				—				—				—				—
			—				—				—				—				—				38,551				2,578,676				0				0
Kevin J. Pearson			15,000				0				0				65.80				1/16/2011				—				—				—				—
			15,000				0				0				75,80				1/15/2012				—				—				—				—
			20,000				0				0				80.23				1/21/2013				—				—				—				—
			22,968				0				0				91.75				1/20/2014				—				—				—				—
			16,921				0				0				101.80				1/18/2015				—				—				—				—
			12,811				8,542				0				108.93				1/17/2016				—				—				—				—
			8,394				19,588				0				121.31				1/31/2017				—				—				—				—
			5,047				45,427				0				91.28				1/31/2018				—				—				—				—
			—				—				—				—				—				20,561				1,375,325				0				0