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 2009 Annual Meeting of Stockholders
and
Proxy Statement

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

March [     ], 2009

Dear Stockholder,

You are cordially invited to attend the 2009 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 21, 2009 at 11:00 a.m.

Stockholders will be asked to elect 17 directors, to consider approval of the M&T Bank Corporation 2009 Equity Incentive Compensation Plan, to consider approval of 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, 2009. 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 M&T Bank Corporation 2009 Equity Incentive Compensation Plan, 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.

ROBERT G. WILMERS
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 21, 2009

The Proxy Statement and 2008 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 or other beneficial owners of shares 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. 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 21, 2009.
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 M&T Bank Corporation 2009 Equity Incentive Compensation Plan.
		(3) To approve the compensation of M&T Bank Corporation’s Named Executive Officers.
		(4) 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, 2009.
		(5) 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 27, 2009 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 [     ], 2009		MARIE KING 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
PROPOSAL TO APPROVE THE M&T BANK CORPORATION 2009 EQUITY INCENTIVE COMPENSATION PLAN			10
Summary of the 2009 Equity Incentive Compensation Plan			10
Administration			11
Shares and Other Limits			11
Eligibility			12
Types of Awards			12
Term, Amendment and Termination			14
Summary of Certain Federal Income Tax Consequences			14
New Plan Benefits			15
Effect of the American Recovery and Reinvestment Act of 2009			15
ADVISORY (NON-BINDING) PROPOSAL TO APPROVE THE COMPENSATION OF M&T BANK CORPORATION’S NAMED EXECUTIVE OFFICERS			17
PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSE- COOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF M&T BANK CORPORATION			18
Audit Fees			18
Audit-Related Fees			18
Tax Fees			18
All Other Fees			18
Policy on Audit and Risk Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			19
STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS			20
Section 16(a) Beneficial Ownership Reporting Compliance			21
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS			22
Compensation Discussion and Analysis			22
Overview of M&T Bank Corporation and 2008 Financial Performance			22
Overview and Objectives of Executive Compensation Programs			22
Process for Determining Executive Compensation			22
Components of Executive Compensation			24
Salaries			24
Incentive Compensation			25
Annual Cash Incentives			25
Equity Based Incentives			26
Summary of 2009 Executive Compensation Determinations			28
Perquisites and Other Personal Benefits			29
Retirement and Other Benefits			29

		Page
Tax Matters			30
Implications of Participation in the Troubled Asset Relief Program Capital Purchase Program on Executive Compensation Arrangements			30
Nomination, Compensation and Governance Committee Report			32
Effect of the American Recovery and Reinvestment Act of 2009			32
Summary Compensation Table			33
Grants of Plan-Based Awards			35
Outstanding Equity Awards at Fiscal Year-End			36
Options Exercised and Stock Vested			38
Pension Benefits			39
Explanation of Pension Benefits Table			40
Qualified Pension Plan			40
Supplemental Pension Plan			41
Nonqualified Deferred Compensation			42
Overview of Nonqualified Deferred Compensation Plans			43
Potential Payments Upon Termination or Change in Control			45
Severance Pay Plan			45
Accelerated Vesting of Equity Awards			45
Director Compensation			46
M&T Bank Corporation Directors’ Fees			46
M&T Bank Corporation 2008 Directors’ Stock Plan			47
M&T Bank Directors’ Fees			47
Nonqualified Deferred Compensation Arrangements			47
Equity Compensation Plan Information			48
TRANSACTIONS WITH DIRECTORS AND EXECUTIVE OFFICERS			50
CORPORATE GOVERNANCE OF M&T BANK CORPORATION			51
BOARD OF DIRECTORS, COMMITTEES OF THE BOARD AND ATTENDANCE			51
Board of Directors, Determination of Independence and Attendance			51
Executive Sessions of the Board of Directors			53
Audit and Risk Committee			53
Report of the Audit and Risk Committee			54
Nomination, Compensation and Governance Committee			55
Nomination, Compensation and Governance Committee Interlocks and Insider Participation			56
Executive Committee			56
CODES OF BUSINESS CONDUCT AND ETHICS			56
AVAILABILITY OF CORPORATE GOVERNANCE GUIDELINES			57
SOLICITATION COSTS			57
STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS			57
STOCKHOLDER PROPOSALS			57
NOTICE PURSUANT TO SECTION 726(d) OF THE NEW YORK BUSINESS CORPORATION LAW			58
OTHER MATTERS			58
APPENDIX A — M&T BANK CORPORATION 2009 EQUITY INCENTIVE COMPENSATION PLAN			A-1
APPENDIX B — AUDIT AND RISK COMMITTEE CHARTER			B-1

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 2009 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 21, 2009, 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 stockholders of record on or about March [    ], 2009. A copy of M&T Bank Corporation’s Annual Report for 2008, 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 27, 2009 are entitled to vote at the Annual Meeting. At that time, M&T Bank Corporation had outstanding [___] 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 adopting the M&T Bank Corporation 2009 Equity Incentive Compensation Plan, in favor of approving the compensation of M&T Bank Corporation’s Named Executive Officers and in favor of ratifying the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T Bank Corporation for the year ending December 31, 2009.

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.

The vote of a plurality of the shares of Common Stock present or represented at the meeting is required for the election of directors, assuming a quorum is present or represented at the meeting. If, however, a director does not receive a majority of the votes cast (which includes votes to withhold but excludes abstentions), that director would be required to tender his or her resignation to the Board of Directors for consideration in accordance with the bylaws of M&T Bank Corporation.

The vote of a majority of the votes cast at the meeting is required to adopt the M&T Bank Corporation 2009 Equity Incentive Compensation Plan, 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 for the year ending December 31, 2009. An abstention with respect to the adoption of the M&T Bank Corporation 2009 Equity Incentive Compensation Plan, the approval of the compensation of M&T Bank Corporation’s Named Executive Officers or the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T Bank Corporation will not constitute a vote cast and therefore will not affect the outcome of the vote on the adoption of the M&T Bank Corporation 2009 Equity Incentive Compensation Plan, the approval of the compensation of M&T Bank Corporation’s Named Executive Officers or the ratification of PricewaterhouseCoopers 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 adoption of the M&T Bank Corporation 2009 Equity Incentive Compensation Plan, approval of the compensation of M&T Bank Corporation’s Named Executive Officers and the ratification of PricewaterhouseCoopers 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 27, 2009.

				Amount
				and Nature
				of Beneficial		Percent
Name and address of beneficial owner				Ownership		of class
Allied Irish Banks, p.l.c.		Bankcentre, Ballsbridge Dublin 4, Ireland		[___](1)		[___]%
Robert G. Wilmers and others:
R.I. REM Investments S.A.		Eskildsen & Eskildsen Calle 50 102 Edifico Universal Planta Baja Panama		[___]		[___]%
Interlaken Foundation		2214 Massachusetts Ave., N.W. Washington, D.C. 20008		[___]		less than 1%

				Amount
				and Nature
				of Beneficial		Percent
Name and address of beneficial owner				Ownership		of class
Robert G. Wilmers and others (continued):
St. Simon Charitable Foundation		2214 Massachusetts Ave., N.W.		[___]		less than 1%
		Washington, D.C. 20008
Roche Foundation		One M&T Plaza, 19th floor		[___]		less than 1%
		Buffalo, NY 14203
West Ferry Foundation		One M&T Plaza, 19th floor		[___]		less than 1%
		Buffalo, NY 14203
Elisabeth Roche Wilmers		One M&T Plaza, 19th floor		[___]		less than 1%
		Buffalo, NY 14203
Robert G. Wilmers		One M&T Plaza, 19th floor		[___]		[___]%
		Buffalo, NY 14203
Group Total				[___] (2)		[___]%
Berkshire Hathaway Inc.		1440 Kiewit Plaza		[___] (3)		[___]%
		Omaha, NE 68131
Lord, Abbett & Co. LLC		90 Hudson Street		[___] (4)		[___]%
		Jersey City, NJ 07302

ELECTION OF DIRECTORS

Shares represented by properly executed proxies will be voted, unless such authority is withheld, for the election as directors of M&T Bank Corporation of the following 17 persons recommended by the Board of Directors, to hold office until the 2010 Annual Meeting of Stockholders and until their successors have been elected and qualified. Each of the nominees listed below was elected at the 2008 Annual Meeting of Stockholders, except for Melinda R. Rich, who is currently a director of M&T Bank and has been recommended to stand as a nominee for director by the Nomination, Compensation and Governance Committee.

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, Richard G. King and Eugene J. Sheehy (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 of each of the nominees for the last five years is listed below. The information with respect to the nominees is as of February 27, 2009, 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 70, is a member of the Executive and the Nomination, Compensation and Governance Committees and has been a director since 1983.

Mr. Baird is a private investor. 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.

ROBERT J. BENNETT is 67, is a member of the Executive Committee and has been a director since 1998.

Mr. Bennett is a director of M&T Bank and a member of its Executive 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 is a private investor, a principal of Wooded Valley Estates, LLC II, a residential property development company and is a director of Welch Allyn Holdings, Inc.

C. ANGELA BONTEMPO is 68, is a member and the chair of the Audit and Risk Committee and has been a director since 1991.

Ms. Bontempo is 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 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, a director of the Pennsylvania Catholic Health Association and the Vantage Holding Group, LLC, and a board member of Healthcare Association of Pennsylvania.

ROBERT T. BRADY is 68, is a member of the Nomination, Compensation and Governance Committee and has been a director since 1994.

Mr. Brady is 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.

MICHAEL D. BUCKLEY is 64, 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 and Trust and Investment Committees. Mr. Buckley is also a non-executive chairman of DCC plc, a business support services company quoted on the Dublin and London stock exchanges and is a non-executive director of Bramdean Alternatives Ltd., an investment fund quoted on the London Stock Exchange. 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.

T. JEFFERSON CUNNINGHAM III is 66 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 chairman and chief executive officer of Magnolia Capital Management, Ltd., a trustee of Boscobel Restoration, Inc., a trustee of Open Space Institute and an advisory director of the

Hudson River Valley Greenway Communities Council.

MARK J. CZARNECKI is 53 and has been a director since 2007.

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 and a director of M&T Bank, N.A., a director of the MTB Group of Funds and a director and officer of a number of principal subsidiaries of M&T Bank. He serves as chairman of the board of trustees of M&T Bank’s partner school, Westminster Community Charter School, and is a trustee of the University at Buffalo Council.

COLM E. DOHERTY is 50 and has been a director since 2005.

Mr. Doherty is the managing director of AIB Capital Markets plc and has been a director of AIB since 2003. He is a director of M&T Bank.

PATRICK W.E. HODGSON is 68, is a member of the Audit and Risk Committee and has been a director since 1987.

Mr. Hodgson is 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 Examining Committee of M&T Bank. He is also a director of First Carolina Investors, Inc.

RICHARD G. KING is 64, 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 Committee. 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. He is also a director of High Industries, Inc. and WITF, Inc.

JORGE G. PEREIRA is 75 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 is a private investor. He is a vice chairman of the board and a director of M&T Bank. Mr. Pereira also serves as the “lead outside 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.

MICHAEL P. PINTO is 53 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. 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.

MELINDA R. RICH is 51.

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. 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 and The Culinary Institute of America.

ROBERT E. SADLER, JR. is 63 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. Prior 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.

EUGENE J. SHEEHY is 54 and has been a director since 2003.

Mr. Sheehy is the group chief executive of Allied Irish Banks, p.l.c. and has been a director since 2005. He is a director of M&T Bank. From April 1, 2003 until April 1, 2005, Mr. Sheehy was the chairman and chief executive officer of M&T Bank’s Mid-Atlantic Division. Prior to April 1, 2003, he served as chief executive officer of AIB’s USA Division from March 14, 2002 and chairman of the board of Allfirst from April 30, 2002. Mr. Sheehy also served as president and chief executive officer of Allfirst Bank from July 31, 2002 through the date of the Allfirst acquisition. Prior to March 14, 2002, Mr. Sheehy was the managing director of AIB Bank Republic of Ireland.

HERBERT L. WASHINGTON is 58, is a member of the Audit and Risk Committee and has been a director since 1996.

Mr. Washington is president of H.L.W. Fast Track, Inc., the owner and operator of twenty-one 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. He is a member of the board of directors of the Youngstown Chamber of Commerce.

ROBERT G. WILMERS is 74 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. and is the

Chairman of the Empire State Development 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.”

PROPOSAL TO APPROVE THE M&T BANK CORPORATION 2009 EQUITY INCENTIVE COMPENSATION PLAN

On February 17, 2009, the Board of Directors unanimously approved the M&T Bank Corporation 2009 Equity Incentive Compensation Plan (the “2009 Equity Incentive Compensation Plan”), subject to stockholder approval, and authorized its submission to stockholders for approval at the 2009 Annual Meeting of Stockholders. A copy of the 2009 Equity Incentive Compensation Plan is attached to this Proxy Statement as APPENDIX A.

Summary of the 2009 Equity Incentive Compensation Plan

     The following description of the 2009 Equity Incentive Compensation Plan is only a summary of certain provisions thereof and is qualified in its entirety by reference to its full text, a copy of which is included as APPENDIX A to this Proxy Statement.

The purpose of the 2009 Equity Incentive Compensation Plan is to promote the success of M&T Bank Corporation and its affiliates by providing incentives to their officers and employees that will link their personal interests to the financial success of the M&T Bank Corporation and its affiliates and to growth in stockholder value. The Board of Directors and management believe that the ability to make equity awards enhances M&T Bank Corporation’s ability to attract and retain qualified employees. The Board of Directors also believes that it is in the best interest of M&T Bank Corporation and its stockholders to recognize the contributions of its employees in the success of M&T Bank Corporation by providing an incentive for such employees to continue their service with M&T Bank Corporation and its affiliates. Furthermore, as described in the Compensation Discussion and Analysis section of this Proxy Statement as a part of M&T Bank Corporation’s compensation policy, stock-based compensation is the most significant component of M&T Bank Corporation’s total compensation program, particularly with respect to its executive officers. M&T Bank Corporation’s base salaries and annual cash incentives are generally below the median of the market and it relies on stock-based compensation to maintain competitive compensation levels and retain employees. M&T Bank Corporation follows this approach to compensation in order to align its executives’ compensation with outside stockholders.

To provide a sufficient pool of equity for M&T Bank Corporation to attract and retain talent over the next several years, M&T Bank Corporation has adopted, subject to stockholder approval, the 2009 Equity Incentive Compensation Plan. The 2009 Equity Incentive Compensation Plan is substantially similar in design to the M&T Bank Corporation 2005 Incentive Compensation Plan (the “2005 Incentive Compensation Plan”), with the primary difference being the formal addition of restricted stock units and performance units as forms of awards that may be granted. The 2009 Equity Incentive Compensation Plan is intended to replace the 2005 Incentive Compensation Plan. Upon stockholder approval of the 2009 Equity Incentive Compensation Plan, no further grants will be made under the 2005 Incentive Compensation Plan, but, as described in the section entitled “Shares Available for Issuance” below, the shares remaining available for grant under the 2005 Incentive Compensation Plan will become available for award under the 2009 Equity Incentive Compensation Plan, as will shares related to outstanding awards under the 2005 Incentive Compensation Plan that are not issued by reason of forfeiture, termination, surrender, cancellation, or expiration (prior to exercise) of such an award.

Administration

The 2009 Equity Incentive Compensation Plan will be administered by a committee consisting of three or more outside, independent members of the Board of Directors each of whom is (i) a “non-employee director” as defined in Rule 16b-3 of the Exchange Act, (ii) to the extent required by Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), an “outside director” as defined in Section 162(m) of the Code, and (iii) qualified to administer the 2009 Equity Incentive Compensation Plan as contemplated by any rules and regulations of the New York Stock Exchange. If no appointment is in effect at any time, the 2009 Equity Incentive Compensation Plan will be administered by the Nomination, Compensation and Governance Committee of the Board of Directors. It is currently intended that the Nomination, Compensation and Governance Committee will constitute the committee to administer the 2009 Equity Incentive Compensation Plan. Therefore, for purposes of this description, the Nomination, Compensation and Governance Committee is presumed to be the committee to administer the 2009 Equity Incentive Compensation Plan.

The Nomination, Compensation and Governance Committee will have full power to administer and interpret the 2009 Equity Incentive Compensation Plan and to adopt or establish, and to modify or waive, such rules and procedures which it may deem necessary and appropriate for the proper administration and operation thereof. To the extent permitted by the 2009 Equity Incentive Compensation Plan, the Nomination, Compensation and Governance Committee may also delegate its authority under the 2009 Equity Incentive Compensation Plan to the Chief Executive Officer, to other officers, or to the M&T Bank Employee Benefits Plan Committee (or any similar or successor committee).

Shares and Other Limits

Shares Available for Issuance. The total number of shares of Common Stock that may be issued pursuant to awards under the 2009 Equity Incentive Compensation Plan may not exceed 4,000,000 plus any shares that have already been authorized and previously approved by stockholders and remain available for issuance under the 2005 Incentive Compensation Plan as of the date of the 2009 Annual Meeting of Stockholders (if the 2009 Equity Incentive Compensation Plan is approved by stockholders). As of February 27, 2009, a total of [___] shares of Common Stock remained available for issuance under the 2005 Incentive Compensation Plan and it is not expected that any material awards will be made from that date through the date of the 2009 Annual Meeting of Stockholders. In addition, to the extent that shares of Common Stock subject to an outstanding award under the 2005 Incentive Compensation Plan are not issued by reason of forfeiture, termination, surrender, cancellation, or expiration (prior to exercise) of such an award, then such shares will immediately again be available for issuance under the 2009 Equity Incentive Compensation Plan. To the extent that shares of Common Stock subject to an outstanding award under the 2009 Equity Incentive Compensation Plan are not issued by reason of forfeiture, termination, surrender, cancellation, or expiration (prior to exercise) of such an award, by reason of the tendering or withholding of shares to pay all or a portion of the exercise price or to satisfy all or a portion of the tax withholding obligations relating to the award, by reason of being settled in cash in lieu of shares or settled in a manner that some or all of the shares covered by the award are not issued to the participant, then such shares will immediately again be available for issuance under the 2009 Equity Incentive Compensation Plan.

M&T Bank Corporation intends to issue new shares, use treasury shares, or acquire, as

necessary, Common Stock in the open market to fulfill its obligations under the 2009 Equity Incentive Compensation Plan upon the exercise of options or the settlement of other awards. Fractional shares will not be issued under the 2009 Equity Incentive Compensation Plan.

Individual Award Limits. Of the shares of Common Stock authorized for issuance under the 2009 Equity Incentive Compensation Plan, up to the entire amount authorized may be issued with respect to awards that are not options, and up to the entire amount authorized may also be issued pursuant to options that are incentive stock options under the Code. In addition, the 2009 Equity Incentive Compensation Plan includes a limit of 200,000 shares of Common Stock as the maximum number of shares that may be subject to awards that are intended to qualify for the performance-based exception under Section 162(m) of the Code, made to any one individual in any one calendar year.

Eligibility

Awards may be granted under the 2009 Equity Incentive Compensation Plan to employees and officers of M&T Bank Corporation and its affiliates. As of February 27, 2009 there were approximately [___] officers and employees of M&T Bank Corporation and its affiliates potentially eligible to receive awards under the 2009 Equity Incentive Compensation Plan. The selection of participants and the nature and size of awards is subject to the discretion of the Nomination, Compensation and Governance Committee.

Types of Awards

Awards granted under the 2009 Equity Incentive Compensation Plan may be in the form of stock options, restricted stock, restricted stock units, performance shares, performance units and incentive awards. The following is a brief description of the types of awards that may be granted under the 2009 Equity Incentive Compensation Plan:

Stock Options. Stock options may be nonqualified stock options or incentive stock options that comply with Code Section 422 that permit the recipient to purchase shares of Common Stock from M&T Bank Corporation. The option exercise price may not be less than 100% of the fair market value of a share on the date of grant (110% for any incentive stock option granted to a 10% owner). The 2009 Equity Incentive Compensation Plan limits the term of any stock option to ten years (five years in the case of any incentive stock option granted to a 10% owner) and generally prohibits options from being repriced (except in connection with an adjustment) without stockholder approval. The exercise price of a stock option may be paid in accordance with a method provided or permitted under the terms of the 2009 Equity Incentive Compensation Plan.

Restricted Stock. Restricted stock and restricted stock units may be subject to performance conditions and/or the continued service of the recipient. Except for these restrictions and any others imposed by the Nomination, Compensation and Governance Committee, upon the grant of restricted stock, the recipient will have rights of a stockholder with respect to the restricted stock, including the right to vote the restricted stock and to receive all dividends and other distributions paid or made with respect to the restricted stock.

Restricted Stock Units. Restricted stock units are awards denominated in Common Stock that will be settled, depending on the terms of the award, in cash or shares of Common Stock of M&T Bank Corporation. Restricted stock units are not shares of Common Stock and do not entitle the participant to rights as a stockholder although dividend equivalent payments may be made to a participant.

Performance Shares/Performance Units. The Nomination, Compensation and Governance Committee may, in its discretion, award a fixed or variable number of performance shares or performance units that are earned by achievement of performance goals established by the Nomination, Compensation and Governance Committee. If the applicable performance criteria are met, the performance shares or performance units will be earned and become unrestricted or settled. The Nomination, Compensation and Governance Committee may provide that a certain percentage of the number of performance shares or performance units originally awarded may be earned based upon the attainment of the performance goals. During the applicable performance period for performance shares, the shares may be voted by the participant and, depending on the terms of the award as set by the Nomination, Compensation and Governance Committee at its discretion, the participant may be entitled to receive dividends with respect to the performance shares. Like restricted stock units, performance units are not actual shares of Common Stock but instead are awards that are denominated in shares of Common Stock.

Incentive Awards. Under an incentive award, the participant may receive a cash payment based on the achievement of performance goals established by the Nomination, Compensation and Governance Committee. The maximum amount any individual may be paid in respect of an incentive award for any calendar year is $2 million.

Performance Awards. The Nomination, Compensation and Governance Committee may establish performance goals in connection with the grant of awards under the 2009 Equity Incentive Compensation Plan, including performance shares, performance units, restricted stock, restricted stock units and incentive awards, that are conditioned or subject to the satisfaction of performance goals. In the case of an award intended to qualify for the performance-based compensation exception of Section 162(m), the performance goals will be set by the Nomination, Compensation and Governance Committee in the manner prescribed by Section 162(m) and will be based on attainment of specific levels of performance of the company (or may be particular to a participant or the department, branch, subsidiary or line of business in which the participant works) with reference to one or more of the following criteria, and the outcome must be substantially uncertain at the time the committee establishes those performance goals: earnings, earnings growth, earnings per share, stock price (including growth measures and total stockholder return), improvement of financial ratings, internal rate of return, market share, cash flow, operating income, operating margin, net profit after tax, EBIT, EBITA, EBITDA, OBIT, OBITDA, gross profit, operating profit, cash generation, revenues, asset quality, return on equity, return on assets, return on operating assets, cost saving levels, efficiency ratio, operating income, net income, marketing-spending efficiency, core non-interest income, change in working capital, return on capital, or stockholder return. These performance goals may be measured for achievement or satisfaction during the performance period established by the Nomination, Compensation and Governance Committee and may be in absolute terms or measured against, or in relationship to, other companies comparably, similarly or otherwise situated or other external or internal measure and may be based on, or adjusted for, other objective goals, events, or occurrences established by the Nomination, Compensation and Governance Committee for a performance period. The Nomination, Compensation and Governance Committee may adjust performance goals to include or exclude extraordinary charges, losses from discontinued operations, restatements and accounting changes and other unplanned special charges.

Effect of Change in Control. Unless otherwise provided by the Nomination, Compensation and Governance Committee in the agreement applicable to an award (including any amendment or modification thereof), upon a “change in control” of M&T Bank Corporation, all outstanding awards based on Common Stock that are not then exercisable and vested will immediately become fully exercisable and vested. In addition, all awards that are subject to performance goals will immediately be paid out in an amount based upon the extent, as determined by the Nomination, Compensation and Governance Committee, to which the performance goals for the performance period then in progress have been met up through the end of the month immediately preceding the date of the change in control. A change in control is defined in the 2009 Equity Incentive Compensation Plan, which is attached to this Proxy Statement as APPENDIX A, and is identical to the definition of change in control under the 2005 Equity Incentive Compensation Plan.

Capital Adjustments. In the event there is a change in the capital structure of M&T Bank Corporation as a result of any stock dividend or split, recapitalization, merger, consolidation or spin-off or other corporate change affecting the Common Stock, the number of shares of Common Stock authorized for issuance, available for issuance or covered by any outstanding award and the price per share of any such award, and the various limitations described above, will be proportionately adjusted.

Transferability of Awards. In general, except to the extent provided by the Nomination, Compensation and Governance Committee in the specific terms of an award or with respect to certain transfers of nonqualified stock options to certain family members for no value or other consideration, no award will be assignable or transferable except by will or by the laws of descent and distribution.

Term, Amendment and Termination

If approved by the stockholders, the 2009 Equity Incentive Compensation Plan will become effective as of the date of such approval and will remain in effect until all shares subject to it have been issued according to its provisions. However, no awards may be granted on or after the tenth anniversary of such date.

The Board of Directors may terminate the 2009 Equity Incentive Compensation Plan at any time and may amend it in any respect without stockholder approval, unless such approval is required by applicable law or regulations or the requirements of the New York Stock Exchange. In addition, no amendment may be adopted if it would materially increase the benefits accruing to participants, to the extent it would materially increase the number of shares that may be issued under the 2009 Equity Incentive Compensation Plan, to the extent it would materially modify the requirements for participation in the 2009 Equity Incentive Compensation Plan, or to the extent it would accelerate the vesting of restricted stock or restricted stock units except as otherwise provided in the 2009 Equity Incentive Compensation Plan.

Summary of Certain Federal Income Tax Consequences

The following is a summary of certain U.S. federal income tax consequences of certain awards made under the 2009 Equity Incentive Compensation Plan, based upon the federal income tax laws currently in effect. The discussion is general in nature and does not take into account a number of considerations which may apply in light of the individual circumstances of a participant under the 2009 Equity Incentive Compensation Plan. The income tax consequences under applicable state and local tax laws may not be the same as under U.S. federal income tax laws.

Non-Qualified Stock Options. A participant will not recognize taxable income at the time of a grant of a nonqualified stock option and M&T Bank Corporation will not be entitled to a tax deduction at such time. A participant will recognize compensation taxable as ordinary income (and be subject to income tax withholding in respect of an employee) upon exercise of a nonqualified stock option equal to the excess of the fair market value of the shares purchased over their exercise price, and M&T Bank Corporation generally will be entitled to a corresponding deduction.

Incentive Stock Options. A participant will not recognize taxable income at the time of grant of an incentive stock option. A participant will not recognize taxable income (except for purposes of the alternative minimum tax) upon exercise of an incentive stock option. If the shares acquired by exercise of an incentive stock option are held for the longer of two years from the date the option was granted and one year from the date the shares were transferred, any gain or loss arising from a subsequent disposition of such shares will be taxed as a long-term capital gain or loss, and M&T Bank Corporation will not be entitled to any deduction. If, however, the shares are disposed of within such two- or one-year periods, then in the year of such disposition the participant will recognize compensation taxable as ordinary income equal to the excess of the lesser of the amount realized upon such disposition and the fair market value of such shares on the date of exercise over the exercise price, and M&T Bank Corporation generally will be entitled to a corresponding deduction. The excess of the amount realized through the disposition date over the fair market value of the shares on the exercise date will be treated as a capital gain.

Awards subject to Section 409A of the Code. Certain awards, particularly restricted stock units, may constitute a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code and be subject to the restrictions by that Code Section. Awards subject to Section 409A of the Code may be designed to provide for exercise, payment or settlement that are intended to comply with the requirements of Section 409A of the Code.

The foregoing general tax discussion is solely intended for the information of stockholders considering how to vote with respect to this proposal and not as tax guidance to participants in the 2009 Equity Incentive Compensation Plan. Participants should consult their own tax advisors regarding the federal, state, local, foreign and other tax consequences to them of participating in the 2009 Equity Incentive Compensation Plan.

New Plan Benefits

The Nomination, Compensation and Governance Committee has not yet determined, and cannot now anticipate, what grants will be made under the 2009 Equity Incentive Compensation Plan if it is approved by stockholders. Accordingly, the Nomination, Compensation and Governance Committee cannot determine the grants, if any, that it may, in its discretion, decide to make to executives under the 2009 Equity Incentive Compensation Plan in 2009 or thereafter. The closing price of shares of Common Stock of M&T Bank Corporation on the New York Stock Exchange on [___], 2009 was $[___] per share.

Effect of the American Recovery and Reinvestment Act of 2009

The American Recovery and Reinvestment Act of 2009, enacted on February 17, 2009, directs the Treasury to adopt rules to implement “compensation standards” for CPP participants including a prohibition on incentive payments other than the award of restricted stock meeting certain conditions. As a result, it is likely that these new legislative and regulatory restrictions will preclude the grant of any stock options and impose limits on restricted stock awards to the Named Executive Officers and certain other highly

compensated employees in the future until we are no longer subject to such restrictions. However, the Nomination, Compensation and Governance Committee may utilize stock options for long-term incentive purposes for other eligible participants in the 2009 Equity Incentive Compensation Plan.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE M&T BANK CORPORATION 2009 EQUITY INCENTIVE COMPENSATION PLAN.

The voting requirements with respect to this proposal 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 our 2008 compensation policies and procedures are centered on a pay-for-performance culture and are strongly aligned with the long-term interests of our stockholders. These policies and procedures are described in detail on pages [___] to [___] of this proxy statement.

The American Recovery and Reinvestment Act of 2009 (“ARRA”), enacted on February 17, 2009, provides that all participants in the Troubled Asset Relief Program permit a non-binding shareholder vote to approve the compensation of the participant’s executives. 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 2009 Annual Meeting of Stockholders.

This proposal, commonly known as a “say-on-pay” proposal, gives you as a stockholder the opportunity to vote on the compensation of our 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 ARRA, your 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 16, 2009, 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 2009, 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, 2009. 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 2008 and 2007, which fees totaled $2,280,480 and $2,345,210 respectively, and are categorized in accordance with the SEC’s rules on auditor independence 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, 2008 and 2007, for its review of M&T Bank Corporation’s quarterly consolidated financial statements during 2008 and 2007, and for other audit and attest services in connection with statutory and regulatory filings as of and for the years ended December 31, 2008 and 2007, totaled $1,877,307 and $1,878,450, 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 $236,800 and $288,600 for the years ended December 31, 2008 and 2007, respectively. Of the audit-related fees billed for the years ended December 31, 2008 and 2007, all services were pre-approved by the Audit and Risk Committee.

Tax Fees. Fees billed by Pricewater-houseCoopers LLP for tax compliance, planning and consulting totaled $160,500 and $97,800 for the years ended December 31, 2008 and 2007, respectively. Of the tax fees billed for the years ended December 31, 2008 and 2007, all services were pre-approved by the Audit and Risk Committee.

All Other Fees. PricewaterhouseCoopers LLP billed a total of $5,873 for the year ended December 31, 2008 primarily for research software licensing fees. Pricewaterhouse-Coopers LLP also billed $80,360 for the year ended December 31, 2007 primarily for certain

senior management training programs and for internal audit software licensing fees. All fees billed in this category for the years ended December 31, 2008 and 2007 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 2008 and 2007 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, 2008 and 2007.

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 2008 is compatible with and did not impair Pricewaterhouse-Coopers LLP’s independence.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF PRICEWATER-HOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF M&T BANK CORPORATION FOR THE YEAR ENDING DECEMBER 31, 2009.

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 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 27, 2009, 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 he or she 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 he or she has the right to acquire the beneficial ownership of the security within 60 days.)

						Percent
Name of beneficial owner		Number of shares				of class
Brent D. Baird			[__]				(14	)
Robert J. Bennett			[__]	(1)			(14	)
C. Angela Bontempo			[__]	(2)			(14	)
Robert T. Brady			[__]				(14	)
Michael D. Buckley			[__]	(5)			(14	)
T. Jefferson Cunningham III			[__]				(14	)
Mark J. Czarnecki			[__]	(3)			(14	)
Colm E. Doherty			[__]	(5)			(14	)
Richard E. Garman			[__]	(6)			(14	)
Daniel R. Hawbaker			[__]	(7)			(14	)
Patrick W.E. Hodgson			[__]	(8)			(14	)
Richard G. King			[__]	(5)			(14	)
Reginald B. Newman, II			[__]	(9)			(14	)
Jorge G. Pereira			[__]	(10)			[__]	%
Michael P. Pinto			[__]	(3)			(14	)
Melinda R. Rich			[__]	(11)			(14	)
Robert E. Sadler, Jr.			[__]	(3)(4)(12)			(14	)
Eugene J. Sheehy			[__]	(5)			(14	)
Stephen G. Sheetz			[__]				(14	)
Herbert L. Washington			[__]				(14	)
Robert G. Wilmers			[__]	(3)(4)(13)			[__]	%
René F. Jones			[__]	(3)(4)			(14	)
Kevin J. Pearson			[__]	(3)			(14	)
All directors and executive officers as a group (29 persons)			[__]	(3)(4)			[__]	%

(1) Includes [___] shares held by trusts for which Mr. Bennett is a trustee and in which he has a pecuniary interest and investment power and [___] shares held by a close relative of Mr. Bennett for which beneficial ownership is disclaimed.

(2) Includes [___] shares held by trusts for which Ms. Bontempo is a trustee and in which she has a pecuniary interest and investment power.

(3) Includes the following shares subject to options granted under (a) M&T Bank Corporation’s incentive compensation plans, and (b) plans of companies acquired by M&T Bank Corporation, the obligations of which have been assumed by M&T Bank Corporation and converted into options to receive shares of Common Stock, all of which are currently exercisable or are exercisable within 60 days after February 27, 2009: Mr. Czarnecki — [___] shares; Mr. Pearson — [___] shares; Mr. Pinto — [___] shares; Mr. Sadler — [___] shares; Mr. Wilmers — [___] shares; Mr. Jones — [___] shares; and all directors and executive officers as a group — [___] shares. Out-of-the-money options are included in

the shares presented as beneficially owned to the extent they are currently exercisable or exercisable within 60 days after February 27, 2009. Also includes shares of restricted stock as of February 27, 2009 as follows: Mr. Czarnecki — [___] shares; Mr. Pearson — [___] shares; Mr. Pinto — [___] shares; Mr. Jones — [___] shares; and all directors and executive officers as a group — [___] shares.

(4) Includes the following shares through participation in the M&T Bank Corporation Retirement Savings Plan (the “Retirement Savings Plan”): Mr. Sadler — [___] shares; Mr. Wilmers — [___] shares; Mr. Jones — [___] shares; Mr. Pearson — [___] shares; and all directors and executive officers as a group — [___] shares. Such individuals retain voting and investment power over their respective shares in the Retirement Savings Plan.

(5) Such person has been designated by AIB to serve as a director of M&T Bank Corporation pursuant to contractual rights. AIB owns [___] shares, beneficial ownership of which is disclaimed by such person.

(6) Includes [___] shares owned by the Garman Family Foundation, a charitable foundation formed by Mr. Garman. Mr. Garman is the president of the Garman Family Foundation and holds voting and dispositive power over these shares.

(7) Includes [___] shares owned by a corporation controlled by Mr. Hawbaker.

(8) Includes [___] shares held by a close relative of Mr. Hodgson for which beneficial ownership is disclaimed. Also includes [___] shares owned by a corporation controlled by Mr. Hodgson.

(9) Includes [___] shares held by a close relative of Mr. Newman for which beneficial ownership is disclaimed.

(10) Includes [___] shares owned by corporations controlled by Mr. Pereira.

(11) Includes [___] shares held by a family limited partnership in which Ms. Rich has a pecuniary interest. Ms. Rich disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein.

(12) Includes [___] shares owned by the Sadler Family Foundation, a charitable foundation formed by Mr. Sadler. Mr. Sadler is a trustee of the Sadler Family Foundation and holds voting and dispositive power over the shares owned by it. Also includes [___] shares held in a grantor retained annuity trust of which Mr. Sadler is the trustee and his descendants are beneficiaries. Mr. Sadler disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

(13) See footnote (2) to the table set forth under the caption “PRINCIPAL BENEFICIAL OWNERS OF SHARES.”

(14) Less than 1%.

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 2008, except for Ms. Bontempo, who had one late filing with respect to a single reportable transaction involving the gift of shares of Common Stock. 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 2008 Financial Performance. M&T is a bank holding company that offers a wide range of commercial banking, trust and investment services to its customers. As of December 31, 2008, M&T had consolidated total assets of $65.8 billion, deposits of $42.6 billion and stockholders’ equity of $6.8 billion, and employed 12,167 full-time and 1,453 part-time employees. M&T reported net income of $556 million and earnings per common share of $5.01 for the year ended December 31, 2008. Although these results represented a moderate decline from the prior year and reflect the fact that the Company is not immune to the current economic and credit cycles, and as discussed below, the Company’s performance for 2008 was relatively strong when compared with our comparison group of other commercial banking companies.

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.

Process for Determining Executive Compensation. The Nomination, Compensation and Governance Committee of our Board of Directors 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.

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 2008, 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 15 commercial banking companies, which group was determined by taking the 25 largest U.S. based bank holding companies by asset size as of December 31, 2007, removing the five largest, three that are primarily engaged in trust 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.
	•		National City Corporation
	•		PNC Financial Services Group, Inc.
	•		Regions Financial Corp.
	•		SunTrust Banks, Inc.
	•		US Bancorp
	•		UnionBanCal Corp.
	•		Zions Bancorporation

The 2008 group was different from the 2007 comparison group in that Commerce Bancorp, Inc., Fulton Financial Corporation, Synovus Financial Corp., Wells Fargo & Company and Wilmington Trust Corporation were removed and Capital One Financial Corporation, Comerica Incorporated, First Horizon National Corporation, Huntington Bankshares Incorporated, National City Corporation and SunTrust Banks, Inc were added. Effective December 31, 2008, National City Corporation was acquired by PNC Financial Services Group, Inc., which reduced the 2008 comparison group to 14 commercial banking companies.

Consistent with its philosophy of providing incentives that link compensation to firm performance, in determining the mix between 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 executive 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 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
		•		Cumulative stockholder return

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 2008 and as it has for the past several years, the Nomination, Compensation and Governance Committee retained the services of Mercer Human Resource Consulting 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 2008 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.

Components of Executive Compensation. Consistent with M&T’s compensation philosophy of linking NEO incentives to those of shareholders, the committee tends 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 2008, the base salaries and total cash compensation (base salary plus annual cash incentive), and 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 shareholders, particularly long-term stock-based compensation, salaries of the Named Executive Officers have generally been set below the median salaries for executives employed by firms in the comparison group.

2008 Salary Determinations. The committee made base salary determinations for 2008 for the Named Executive Officers in January 2008. Due to weak performance of the banking industry generally and of the Company relative to prior years and its business plan during 2007, the Nomination, Compensation and Governance Committee determined in January 2008 to keep base salaries flat for 2008 in the case of Messrs. Wilmers, Pinto and Czarnecki. Mr. Jones’ base salary was increased $15,000, or 5%, because his compensation is significantly below the median of the comparison group for his position as Chief Financial Officer. Mr. Pearson’s base salary was increased $15,000, or 4%, because his compensation is also significantly below the median of the comparison group for his position. Again, even after taking these increases into account, the base salaries for the Named Executive Officers were below the

median for their counterparts in the comparison group.

2009 Salary Determinations. The committee made base salary determinations for 2009 for the Named Executive Officers in January 2009. 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 it would not increase base salaries for 2009 for any of the Named Executive Officers, notwithstanding the fact 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 current financial crisis.

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 assesses 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.

Annual Cash Incentives. The Named Executive Officers participate in the M&T Bank Corporation Annual Executive Incentive Plan. The plan provides for discretionary grants of cash awards to the Named Executive Officers as determined by the committee.

When determining the amount of the incentive award to grant to each Named Executive Officer, the committee considers the following factors:

•		The performance of M&T, including among other factors a formula for establishing a bonus pool based on a percentage of the prior year’s operating earnings and a percentage of the increase of operating earnings, if any, over the prior year, which is used as a starting point for discussion purposes;
•		The recommendations of management, with input from Human Resources, on the total size of the bonus pool to be allocated to all participating employees;
•		The amount of the bonus pool for the prior year;
•		The performance of M&T relative to the prior year; and
•		The performance of M&T in the current year relative to its business plan and the comparison group.

Following the end of the fiscal year, the committee approves the allocation of awards to individual Named Executive Officers. The Chief Executive Officer recommends the size of the awards for each of the other Named Executive Officers after meeting with the committee and discussing the performance of each executive.

2008 Annual Cash Incentives. Annual cash incentives were awarded in 2009 to each of the Named Executive Officers, other than Mr. Wilmers, with respect to performance in 2008 as shown in the Summary Compensation Table. Although the committee proposed to award an annual cash incentive to Mr.

Wilmers, he declined the award. In addition to the factors described above, the committee considered the following factors specific to M&T’s performance in 2008 when determining the amount of each incentive:

•		worsening credit conditions contributed to higher net charge-offs, delinquencies, nonperforming loans and write-downs on mortgage-backed investment securities at M&T and throughout the banking industry;
•		net operating earnings declined for the second consecutive year, but M&T still reported a profit of $556 million for 2008;
•		M&T’s performance in 2008 was above the median of the comparison group for most financial measures and was in the top quartile for earnings per share growth and key credit quality measures;
•		M&T continued to manage expenses to maintain an expense efficiency ratio that outperformed the median ratio of the comparison group; and
•		while M&T’s tangible capital generation rate declined, it remained a relatively strong 9.5% as it was seventeen percentage points greater than the median rate of the comparison group.

In making its decision in January 2009 to award annual cash incentives for 2008 to the Named Executive Officers that were equal to the annual cash incentive awarded with respect to 2007 (including the proposed award to Mr. Wilmers), the committee took into consideration the fact that the Company remained solidly profitable through a very difficult period of time for the U.S. economy while many of the banks in the comparison group experienced losses or significantly reduced levels of profitability. Additionally, the committee considered its decision in January 2008 to reduce the 2007 cash bonuses for Messrs. Wilmers, Czarnecki and Pinto by 50% compared to the 2006 performance year, and to reduce the 2007 cash bonuses for Messrs. Jones and Pearson by 15% compared to the 2006 performance year, and the fact that the total cash compensation for all of the Named Executive Officers has historically been below the median of the comparison group. The incentive awards, in combination with base salaries as of December 31, 2008, resulted in total cash compensation for all of the Named Executive Officers below the median of the comparison group based on information in the 2008 proxy statements of the group.

Consistent with M&T’s compensation philosophy, incentive awards granted in respect of 2008 were composed principally of equity awards designed to link the compensation of the Named Executive Officers with our performance. Those awards are discussed in greater detail in the following section.

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 2005 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 same factors that it uses in setting annual cash incentives, which are described under “Annual Cash Incentives” above, except that it generally considers such factors over a three-year period or longer.

Stock Options. Management and the committee have 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 historically 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. Incentive stock options provide potential tax advantages to the Named Executive Officers, compared to non-qualified options, if the shares of stock acquired upon exercise of incentive stock options are held for at least the period required by the Internal Revenue Code. The committee has concluded that the tax advantages available with incentive stock options increases the likelihood that a Named Executive Officer will hold the stock received upon exercise of a stock option.

Restricted Stock and Restricted Stock Units. Management and the committee believe that restricted stock and restricted stock units 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 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, restricted stock units are being used by the committee as a substitute for awards of restricted stock to Company employees who are eligible for retirement under the Pension Plan.

Executive Officers’ Choice of Options or Restricted Stock. In 2006, the committee determined that the overall value of the Company’s compensation program would be enhanced if executive officers were given a choice between awards of stock options and restricted stock, because each executive officer then has some ability to design a compensation program that has the most appeal to him or her. Consequently, for the awards granted in January 2008, during October 2007, the Company provided its executive officers a choice between receiving any award that may be made to them wholly in the form of stock options or to receive up to 50% of the value of the award in the form of restricted stock with the balance in the form of stock options. As discussed below, executive officers were not provided the opportunity to make such a choice for any award that was made to them in January 2009.

2008 Equity Awards. The committee granted equity awards for 2008 to the Named Executive Officers in January 2008 based on the assessment 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. As a result, because the committee considers equity awards a long-term award that should be based more on the long-term performance of the Company, the equity awards for 2008 were unchanged from the 2007 equity awards. These awards, in combination with base salaries as of December 31, 2007, and the annual cash incentives awarded for 2007, resulted in total compensation for all of the Named Executive Officers in 2008 that was below the median of the comparison group. While the Company does place more weight on equity compensation in the total compensation of its Named Executive Officers than the comparison group, equity awards for each of the Named Executive Officers in 2008 were below the median of the comparison group for long-term incentive awards. For 2008 (and in each year since 2003), Mr. Wilmers declined to be considered for any equity awards because he owns a significant amount of equity and believed that he had been fairly compensated due to the long-term performance of the Company’s stock. Mr. Wilmers believes that equity is a scarce

resource with an associated expense to the Company, and reflecting his commitment to employee equity ownership, he informed the committee that he did not believe he needed an equity award and that equity could be used elsewhere in the Company to further the Company’s stock ownership objectives. In deciding to honor Mr. Wilmers’ request, the Nomination, Compensation and Governance Committee determined that his interests were already sufficiently aligned with those of the Company’s stockholders. The Committee’s determination did not involve any consideration of the total mix of Mr. Wilmers’ compensation and no changes were made to the amount of other compensation or benefits that Mr. Wilmers was entitled to as a result of his voluntary waiver of consideration for stock awards. None of the Named Executive Officers elected to receive restricted stock in 2008.

2009 Equity Awards. The Nomination, Compensation and Governance Committee determined the dollar value of equity awards to be made to the Named Executive Officers for 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 for 2009 were unchanged from the 2008 equity awards, except as discussed below for Mr. Wilmers. Due to the fact that the Company’s stock price had fallen dramatically during 2008 and the resulting impact such a decrease would have on the number of shares that would be issued under the 2005 Incentive Compensation Plan if stock options were granted, the committee decided to only grant restricted stock or restricted stock units 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 has 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 are inapplicable until January 30, 2011. While the equity award for Mr. Wilmers increases his total compensation, such compensation remains 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, 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.

Summary of 2009 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 2009.

										Grant Date Fair Value
						Bonus Paid in 2009 for				of Stock
Named Executive Officer		2009 Salary				2008 Performance				Awards in 2009
Robert G. Wilmers		$	650,000			$	0			$	2,000,013
René F. Jones		$	300,000			$	235,000			$	600,031
Michael P. Pinto		$	550,000			$	225,000			$	1,500,019
Mark J. Czarnecki		$	550,000			$	225,000			$	1,500,019
Kevin Pearson		$	365,000			$	300,000			$	800,029

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.

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 non-qualified 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 “2008 Pension Benefits” and “2008 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 participate in the M&T Bank Corporation Severance Pay Plan. Upon a “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), each Named Executive Officer will 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 flex spending accounts.

Other than benefits that are generally available to employees, M&T typically does not maintain any individual severance or change-of-control arrangements and has none at this

time. 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.

Tax Matters. Section 162(m) of the Internal Revenue Code generally denies a deduction to any publicly held corporation for compensation paid to its chief executive officer and its four other highest-paid 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 discretionary nature of the Company’s cash incentive awards may result in an amount of compensation not being deductible under Section 162(m) of the Internal Revenue Code. Management and the committee believe that there may be circumstances in which the provision of compensation that is not fully deductible but provides a stronger alignment of awards with performance achieved through a discretionary process warrants the lost deduction. The committee believes that the compensation awarded to M&T’s executive officers with respect to the 2008 performance year would have been deductible under Section 162(m), but notes that due to M&T’s participation in the TARP Capital Purchase Plan (described in greater detail in the section below entitled “Implications of Participation in the TARP Capital Purchase Program for Executive Compensation Arrangements”) a portion of the compensation attributable to the 2008 services of the executive officers who are SEOs (as described below) will be nondeductible under Section 162(m) of the Internal Revenue Code.

Implications of Participation in the Troubled Asset Relief Program Capital Purchase Program on Executive Compensation Arrangements. Pursuant to the TARP Capital Purchase Program (sometimes referred to as the CPP) Securities Purchase Agreement entered into by M&T Bank Corporation on December 23, 2008, during the period that Treasury holds equity or debt securities of M&T Bank Corporation, the compensation of our chief executive officer, chief financial officer and three other most highly compensated executive officers (the “SEOs”), will be subject to the following:

•		a “clawback” of any bonus or incentive compensation paid based on financial statements or other criteria that prove to be materially inaccurate;
•		a limitation on the value of the payments and benefits to which the executive would otherwise be entitled upon an involuntary termination of employment of 2.99 times the executive’s average annual taxable compensation for the five years prior to the involuntary termination; and
•		a waiver of incentive compensation pursuant to arrangements that are determined by the Nominating, Compensation and Governance Committee to encourage our SEOs to take unnecessary and excessive risks that threaten the value of M&T.

With respect to the application of the CPP provisions described above, the SEOs for a year are the “named executive officers” who are identified in our annual proxy statement for that year (reporting the executive’s compensation for the immediately preceding

year). This means that with respect to 2008, each of Messrs. Wilmers, Jones, Czarnecki and Pinto, as well as Brian E. Hickey, were our SEOs and that with respect to 2009, each of Messrs. Wilmers, Jones, Czarnecki, Pinto and Pearson are our SEOs.

Additionally, due to our participation in the CPP, the amount that we are able to deduct under Section 162(m) of the Internal Revenue Code has been reduced from $1 million to $500,000, and we are unable to deduct compensation under the performance-based compensation exception of Section 162(m). Accordingly, the maximum deduction that we can take for compensation attributable to the services of our SEOs during the period the Treasury holds equity or debt securities of M&T is $500,000 per SEO. Due to the elimination of the performance-based exception for institutions participating in the CPP, the compensation received by the SEOs, including upon the exercise of stock options and vesting of other equity-based awards, attributable to services during the CPP participation period will no longer be deductible. For purposes of the Section 162(m) deduction limitation imposed under the CPP, our SEOs are determined based on our annual proxy statement for the year following the year in which the limitation on the tax deduction applies. This means that with respect to the deductibility of compensation attributable to services in 2008, each of Messrs. Wilmers, Jones, Czarnecki, Pinto and Pearson are our SEOs. The amount of compensation attributable to services of our SEOs in respect of 2008 that will be nondeductible under Section 162(m) of the Internal Revenue Code by reason of our participation in the CPP should be de minimus since the Treasury only held equity or debt securities of M&T for nine days. In addition, the compensation payable with respect to such period will be non-deductible regardless of whether the executives otherwise cease to be “covered executives” under Section 162(m).

Participation in the CPP also required that the committee, in conjunction with the Company’s senior risk officer, take certain steps in an effort to ensure compliance with the prohibition on SEO incentive compensation arrangements that involve excessive risk taking in the Emergency Economic Stabilization Act of 2008. As such, the committee and the Company’s senior risk officer have met to discuss and review the relationship between our risk management policies and practices and SEO incentive compensation arrangements. This meeting included a discussion of the design of our SEO incentive compensation arrangements and a presentation by the senior risk officer detailing the material sources of risk in our business lines and an explanation of our risk management policies. Within this framework, a variety of topics were discussed, including:

•		the parameters of acceptable and excessive risk taking in light of a number of considerations, including the understanding that some risk taking is an inherent part of the operations of a financial institution;
•		the other controls that M&T has established (other than reviews of the Company’s compensation practices) that limit undesirable risk taking; and
•		the general business goals and concerns of the Company, ranging from growth and profitability to the need to attract, retain and incentivize top tier talent.

As a result of this review and discussion, it was determined by the committee that the design and goals of the existing SEO incentive compensation arrangements does not create an incentive for SEOs to engage in unnecessary and excessive risk taking. The committee believes that the discretionary nature of its decision-making process in determining the amount of any incentive compensation awards based upon its after-the-fact assessment of a variety of financial and other performance factors serves to mitigate the potential for excessive risk taking.

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 it has reviewed with M&T Bank Corporation’s senior risk officer the SEO incentive compensation arrangements and has made reasonable efforts to ensure that such arrangements do not encourage SEOs to take unnecessary and excessive risks that threaten the value of M&T Bank Corporation.

This report was adopted on February 12, 2009 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

EFFECT OF THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009

The Compensation Discussion and Analysis set forth above was prepared based upon the various rules, regulations and laws applicable to M&T Bank Corporation as of February 12, 2009, the date of the adoption of the Nomination, Compensation and Governance Committee Report. Subsequent to the adoption of the Nomination, Compensation and Governance Committee Report, the American Recovery and Reinvestment Act of 2009 was enacted on February 17, 2009. This Act contains expansive new restrictions on executive compensation for financial institutions participating in the CPP, including M&T Bank Corporation, and directs the Treasury to adopt rules implementing such restrictions. These new legislative and regulatory restrictions may impact the executive compensation decisions made by the Nomination, Compensation and Governance Committee going forward until we are no longer subject to such restrictions.

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, 2008, 2007 and 2006.

2008 Summary Compensation Table

																										Change in
																										Pension
																						Non-				Value and
																						Equity				Nonqualified
																						Incentive				Deferred
																						Plan				Compen-				All Other
Name and Principal														Stock				Option				Compen-				sation				Compen-
Position		Year				Salary				Bonus				Awards				Awards				sation				Earnings				sation				Total
						($)				($)				($)(2)				($)(2)				($)				($)(3)				($)(4)				($)
Robert G. Wilmers			2008				650,000				0				0				0				0				159,680				60,128	(5)			869,808
Chairman of the Board and Chief Executive			2007				646,154				275,000				0				0				0				166,737				64,825				1,152,716
Officer of M&T Bank Corporation and M&T Bank			2006				600,000				550,000				0				0				0				165,195				59,777				1,374,972
René F. Jones			2008				298,846				235,000				0				445,312				0				4,592				46,832	(6)			1,030,582
Executive Vice President			2007				281,154				235,000				0				403,917				0				834				43,065				963,970
and Chief Financial Officer of			2006				232,308				275,000				0				351,813				0				1,585				43,108				903,814
M&T Bank Corporation and M&T Bank
Michael P. Pinto			2008				550,000				225,000				0				1,498,730				0				47,895				40,934	(7)			2,362,559
Vice Chairman of the Board of M&T Bank Corporation;			2007				543,308				225,000				0				1,279,068				0				34,287				233,778				2,314,441
Vice Chairman of the Board and Chairman and Chief Executive Officer of the Mid-Atlantic Division of M&T Bank			2006				450,000				450,000				0				1,115,157				0				35,983				250,005				2,301,145
Mark J. Czarnecki			2008				550,000				225,000				0				1,401,520				0				53,363				40,172	(8)			2,270,055
President of M&T Bank			2007				542,308				225,000				0				1,084,076				0				37,393				38,627				1,927,404
Corporation and M&T Bank			2006				400,962				450,000				0				772,121				0				39,793				36,026				1,698,902
Kevin J. Pearson (1)			2008				363,846				300,000				0				773,652				0				29,091				25,404	(9)			1,491,993
Executive Vice President of M&T Bank Corporation and M&T Bank

Grants of Plan-Based Awards. The following table reflects the terms of compensation plan-based awards granted to Named Executive Officers in 2008.

2008 Grants of Plan-Based Awards

																												All Other				All Other
																												Stock				Option								Grant
																												Awards:				Awards:								Date Fair
				Estimated Future Payouts												Estimated Future Payouts												Number				Number of				Exercise				Value of
				Under Non-Equity Incentive												Under Equity Incentive Plan												of Shares				Securities				Price of				Stock and
		Grant		Plan Awards												Awards												of Stock				Underlying				Option				Option
Name		Date		Threshold				Target				Maximum				Threshold				Target				Maximum				or Units				Options				Awards				Awards
				($)				($)				($)				($)				($)				($)				(#)				(#)(2)				($/Sh)				($)(1)(3)
Robert G. Wilmers		—			0				0				0				0				0				0				0				0				0				0
René F. Jones		1/31/2008			0				0				0				0				0				0				0				28,392				91.28				450,013
Michael P. Pinto		1/31/2008			0				0				0				0				0				0				0				94,638				91.28				1,500,012
Mark J. Czarnecki		1/31/2008			0				0				0				0				0				0				0				94,638				91.28				1,500,012
Kevin J. Pearson		1/31/2008			0				0				0				0				0				0				0				50,474				91.28				800,013

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, 2008 for the Named Executive Officers.

Outstanding Equity Awards at 2008 Fiscal Year-End

		Option Awards																				Stock Awards
																														Equity
																														Incentive				Equity
										Equity																				Plan				Incentive
										Incentive																				Awards:				Plan Awards:
										Plan																				Number of				Marked or
										Awards:												Number of				Market				Unearned				Payout Value
		Number of				Number of				Number of												Shares or				Value of				Shares,				of Unearned
		Securities				Securities				Securities												Units of				Shares or				Units or				Shares, Units
		Underlying				Underlying				Underlying												Stock				Units of				Other				or Other
		Unexercised				Unexercised				Unexercised				Option				Option				That Have				Stock That				Rights That				Rights 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			80,000				0				0				49.50				1/19/2009				0				0				0				0
			100,000				0				0				42.00				1/18/2010				0				0				0				0
			79,709				0				0				65.80				1/16/2011				0				0				0				0
			20,291				0				0				68.31				2/20/2011				0				0				0				0
			90,000				0				0				75.80				1/15/2012				0				0				0				0
René F. Jones			5,000				0				0				49.50				1/19/2009				0				0				0				0
			2,410				0				0				42.00				1/18/2010				0				0				0				0
			20,000				0				0				65.80				1/16/2011				0				0				0				0
			15,000				0				0				75.80				1/15/2012				0				0				0				0
			15,000				0				0				80.23				1/21/2013				0				0				0				0
			14,987				0				0				91.75				1/20/2014				0				0				0				0
			6,459				4,307				0				101.80				1/18/2015				0				0				0				0
			3,950				9,218				0				108.93				1/17/2016				0				0				0				0
			1,574				14,166				0				121.31				1/31/2017				0				0				0				0
			0				28,392				0				91.28				1/31/2018				0				0				0				0
Michael P. Pinto			45,000				0				0				49.50				1/19/2009				0				0				0				0
			65,000				0				0				42.00				1/18/2010				0				0				0				0
			51,810				0				0				65.80				1/16/2011				0				0				0				0
			13,190				0				0				68.31				2/20/2011				0				0				0				0
			65,000				0				0				75.80				1/15/2012				0				0				0				0
			65,000				0				0				80.23				1/21/2013				0				0				0				0
			64,943				0				0				91.75				1/20/2014				0				0				0				0
			15,694				36,620				0				108.93				1/17/2016				0				0				0				0
			5,246				47,220				0				121.31				1/31/2017				0				0				0				0
			0				94,638				0				91.28				1/31/2018				0				0				0				0

		Option Awards																				Stock Awards
																														Equity
																														Incentive				Equity
										Equity																				Plan				Incentive
										Incentive																				Awards:				Plan Awards:
										Plan																				Number of				Marked or
										Awards:												Number of				Market				Unearned				Payout Value
		Number of				Number of				Number of												Shares or				Value of				Shares,				of Unearned
		Securities				Securities				Securities												Units of				Shares or				Units or				Shares, Units
		Underlying				Underlying				Underlying												Stock				Units of				Other				or Other
		Unexercised				Unexercised				Unexercised				Option				Option				That Have				Stock That				Rights That				Rights That
		Options (#)				Options (#)				Unearned				Exercise				Expiration				Not				Have Not				Have Not				Have Not
Name		Exercisable				Unexercisable				Options				Price				Date				Vested				Vested				Vested				Vested
						(1)				(#)				($)								(#)(2)				($)				($)				($)
Mark J. Czarnecki			22,980				0				0				49.50				1/19/2009				0				0				0				0
			39,854				0				0				65.80				1/16/2011				0				0				0				0
			10,146				0				0				68.31				2/20/2011				0				0				0				0
			45,000				0				0				75.80				1/15/2012				0				0				0				0
			45,000				0				0				80.23				1/21/2013				0				0				0				0
			44,960				0				0				91.75				1/20/2014				0				0				0				0
			10,867				25,358				0				108.93				1/17/2016				0				0				0				0
			5,246				47,220				0				121.31				1/31/2017				0				0				0				0
			0				94,638				0				91.28				1/31/2018				0				0				0				0
Kevin J. Pearson			15,000				0				0				65.80				1/16/2011				0				0				0				0
			15,000				0				0				75,80				1/15/2012				0				0				0				0
			20,000				0				0				80.23				1/21/2013				0				0				0				0
			22,968				0				0				91.75				1/20/2014				0				0				0				0
			10,152				6,769				0				101.80				1/18/2015				0				0				0				0
			6,405				14,948				0				108.93				1/17/2016				0				0				0				0
			2,798				25,184				0				121.31				1/31/2017				0				0				0				0
			0				50,474				0				91.28				1/31/2018				0				0				0				0

Expiration Date		Vesting Schedule
January 18, 2015		100% vested on January 18, 2009
January 17, 2016		42.85% vested on January 17, 2009 and the remaining 57.15% will vest on January 17, 2010
January 31, 2017		22.22% vested on January 31, 2009; an additional 33.32% will vest on January 31, 2010 and the remaining 44.44% will vest on January 31, 2011
January 31, 2018		10% vested on January 31, 2009; an additional 20% will vest on January 31, 2010; an additional 30% will vest on January 31, 2011 and the remaining 40% will vest on January 31, 2012

Option Exercises and Stock Vested. The following table sets forth the number of stock option awards exercised and the value realized upon exercise during 2008 for the Named Executive Officers, as well as the number of stock awards vested and the value realized upon vesting.

2008 Options Exercised and Stock Vested

		Option Awards								Stock Awards
		Number of								Number of
		Shares				Value				Shares
		Acquired on				Realized on				Acquired on				Value Realized on
Name		Exercise				Exercise				Vesting				Vesting
						($)(1)				(#)				($)
Robert G. Wilmers			100,000				2,948,370.00				0				0
René F. Jones			3,000				89,561.10				0				0
Michael P. Pinto			2,260				62,671.96				0				0
Mark J. Czarnecki			0				0				0				0
Kevin J. Pearson			0				0				0				0

Pension Benefits. The following table sets forth the present value of the accumulated pension benefits for the Named Executive Officers.

2008 Pension Benefits (1)

				Number of				Present				Payments
				Years				Value of				during
				Credited				Accumulated				Last Fiscal
Name		Plan Name		Service				Benefit				Year
				(#)(3)				($)				($)
Robert G. Wilmers		Qualified Pension Plan (2)			25				1,321,964				0
		Supplemental Pension Plan (2) (4)			25				235,966				0
René F. Jones		Qualified Pension Plan (2)			13				81,133				0
		Supplemental Pension Plan (2) (4)			0				0				0
Michael P. Pinto		Qualified Pension Plan (2)			23				364,628				0
		Supplemental Pension Plan (2) (4)			23				84,935				0
Mark J. Czarnecki		Qualified Pension Plan (2)			28				449,719				0
		Supplemental Pension Plan (2) (4)			28				92,577				0
Kevin J. Pearson		Qualified Pension Plan (2)			19				200,717				0
		Supplemental Pension Plan (2) (4)			19				25,375				0