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

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

Notice of 2011 Annual Meeting of Shareholders
and
Proxy Statement

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

March 7, 2011

Dear Shareholder,

You are cordially invited to attend the 2011 Annual Meeting of Shareholders 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 19, 2011, at 11:00 a.m.

Shareholders will be asked to elect 16 directors, to approve the compensation of M&T Bank Corporation’s Named Executive Officers and to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2011. 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 16 nominees, to approve the compensation of M&T Bank Corporation’s Named Executive Officers and to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T Bank Corporation.

ROBERT G. WILMERS
Chairman of the Board and
Chief Executive Officer

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 19, 2011

The Proxy Statement and 2010 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 Shareholders. Shareholders 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. Shareholders whose shares are held in the name of a broker, bank or other intermediary must vote using the form of proxy sent by the nominee. New York Stock Exchange (“NYSE”) rules do not permit brokers to vote uninstructed shares for the election of directors or on executive compensation matters unless they have received instructions from the beneficial owner. M&T Bank Corporation therefore encourages shareholders whose shares are held in the name of a broker, bank or other intermediary to direct their vote for all of the agenda items using the form of proxy sent by the broker, bank or other intermediary. 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 shareholder present at the meeting may withdraw his or her proxy and vote personally on any matter properly brought before the meeting.

DISCONTINUE DUPLICATE MAILINGS

If you are a shareholder of record and have more than one account in your name or at the same address as other shareholders of record, you may authorize M&T Bank Corporation to discontinue mailings of multiple annual reports and proxy statements. To discontinue duplicate mailings, or to reinstate multiple 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 SHAREHOLDERS

TIME		11:00 a.m., local time, on Tuesday, April 19, 2011.
PLACE		One M&T Plaza 10th Floor Buffalo, NY 14203
ITEMS OF BUSINESS		(1) To elect 16 directors for a term of one year and until their successors have been elected and qualified.
		(2) To approve the compensation of M&T Bank Corporation’s Named Executive Officers.
		(3) To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T Bank Corporation for the year ending December 31, 2011.
		(4) To transact such other business as may properly come before the meeting and any adjournments thereof.
RECORD DATE		Holders of the Common Stock of record at 5:00 p.m., Eastern Standard Time, on February 28, 2011 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 Shareholders. Any shareholder present at the meeting may withdraw his or her proxy and vote personally on any matter properly brought before the meeting.

March 7, 2011

MARIE KING           
Corporate Secretary

Table of Contents

		Page
INTRODUCTION			1
VOTING RIGHTS			1
PRINCIPAL BENEFICIAL OWNERS OF SHARES			2
ELECTION OF DIRECTORS			4
NOMINEES FOR DIRECTOR			4
ADVISORY (NON-BINDING) PROPOSAL TO APPROVE THE COMPENSATION OF M&T BANK CORPORATION’S NAMED EXECUTIVE OFFICERS			10
PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF M&T BANK CORPORATION			11
Audit Fees			11
Audit-Related Fees			11
Tax Fees			11
All Other Fees			11
Policy on Audit and Risk Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			12
STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS			13
Section 16(a) Beneficial Ownership Reporting Compliance			14
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS			15
Compensation Discussion and Analysis			15
Overview of M&T Bank Corporation and 2010 Financial Performance			15
Overview and Objectives of Executive Compensation Programs			15
Implications of Participation in the TARP CPP on Executive Compensation Arrangements			15
Process for Determining Executive Compensation			16
Components of Executive Compensation			18
Salaries			18
Incentive Compensation			19
Annual Cash Incentives			20
Equity-Based Incentives			20
Summary of 2011 Executive Compensation Determinations			23
Perquisites and Other Personal Benefits			23
Retirement and Other Benefits			23
Tax Matters			24
NOMINATION, COMPENSATION AND GOVERNANCE COMMITTEE REPORT			25
Description of SEO and Employee Compensation Plans Required by §30.7(b) of the Interim Final Rule			25
Summary Compensation Table			27
Grants of Plan-Based Awards			29

		Page
Outstanding Equity Awards at Fiscal Year-End			30
Options Exercised and Stock Vested			32
Pension Benefits			32
Explanation of Pension Benefits Table			33
Qualified Pension Plan			34
Supplemental Pension Plan			34
Nonqualified Deferred Compensation			35
Overview of Nonqualified Deferred Compensation Plans			36
Potential Payments Upon Termination or Change in Control			38
Post-Employment Benefits			38
Severance Pay Plan			38
Accelerated Vesting of Equity Awards			39
2010 Director Compensation			39
M&T Bank Corporation Directors’ Fees			40
M&T Bank Corporation 2008 Directors’ Stock Plan			40
M&T Bank Directors’ Fees			40
Nonqualified Deferred Compensation Arrangements for Directors			41
TRANSACTIONS WITH DIRECTORS AND EXECUTIVE OFFICERS			41
CORPORATE GOVERNANCE OF M&T BANK CORPORATION			42
BOARD OF DIRECTORS, COMMITTEES OF THE BOARD AND ATTENDANCE			43
Board of Directors, Determination of Independence and Attendance			43
Board Leadership Structure			45
Executive Sessions of the Board of Directors			45
Audit and Risk Committee			45
Report of the Audit and Risk Committee			46
Nomination, Compensation and Governance Committee			47
Board Diversity			48
Nomination, Compensation and Governance Committee Interlocks and Insider Participation			48
Executive Committee			48
CODES OF BUSINESS CONDUCT AND ETHICS			49
AVAILABILITY OF CORPORATE GOVERNANCE STANDARDS			49
SOLICITATION COSTS			50
SHAREHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS			50
SHAREHOLDER PROPOSALS			50
NOTICE PURSUANT TO SECTION 726(d) OF THE NEW YORK BUSINESS CORPORATION LAW			50
OTHER MATTERS			50

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 2011 Annual Meeting of Shareholders or any adjournment or adjournments thereof.

The Annual Meeting of Shareholders of M&T Bank Corporation will be held on the 10th floor of One M&T Plaza in Buffalo, New York, on Tuesday, April 19, 2011, at 11:00 a.m., local time. M&T Bank Corporation’s mailing address is One M&T Plaza, Buffalo, New York 14203, and its telephone number is (716) 842-5138.

This Proxy Statement and the accompanying form of proxy are first being sent to common shareholders of record on or about March 7, 2011. A copy of M&T Bank Corporation’s Annual Report for 2010, 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 shareholders of record at 5:00 p.m., Eastern Standard Time, on February 28, 2011 are entitled to vote at the Annual Meeting. At that time, M&T Bank Corporation had outstanding 120,336,863 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 shareholder 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 shareholders by use of a control number and allow shareholders 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 shareholder 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 shareholder in person at the Annual Meeting.

Proxies will be voted in accordance with the shareholder’s direction, if any. Unless otherwise directed, proxies will be voted in favor of the election as directors of the persons named under the caption “NOMINEES FOR DIRECTOR,” in favor of approving the compensation of M&T Bank Corporation’s Named Executive Officers and in favor of ratifying the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T Bank Corporation for the year ending December 31, 2011.

The presence in person or by proxy of the holders of a majority of the outstanding Common Stock will constitute a quorum for the transaction of business at the meeting. Broker non-votes will be counted as being present or represented at the meeting for purposes of establishing a quorum, but, under NYSE rules, brokers will not be permitted to vote in the election of directors or on the advisory vote to approve the compensation of M&T Bank Corporation’s Named Executive Officers unless specific voting instructions are provided to the broker. M&T Bank Corporation therefore encourages shareholders or other beneficial owners of shares whose shares are

held in the name of a broker, bank or other intermediary to direct their vote for all agenda items on the form of proxy sent by the broker, bank or other intermediary.

Under M&T Bank Corporation’s Amended and Restated Bylaws, in an uncontested election, the affirmative vote of a majority of the votes cast in favor or against the election of a nominee is required for the election of such nominee as a director, assuming a quorum is present or represented at the meeting. If an incumbent director in an uncontested election does not receive a majority of the votes cast in favor or against such director, that director would be required to tender his or her resignation to the Board of Directors for consideration in accordance with the Amended and Restated Bylaws.

The affirmative vote of a majority of the votes cast in favor or against the compensation of M&T Bank Corporation’s Named Executive Officers (although this vote is non-binding as explained in more detail on page 10 of this Proxy Statement) and to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T Bank Corporation for the year ending December 31, 2011, is required to approve each such proposal. An abstention will not constitute a vote cast and therefore will not affect the outcome of the vote on the election of directors, the approval of the compensation of M&T Bank Corporation’s Named Executive Officers or the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T Bank Corporation. Broker non-votes will not constitute votes cast, and therefore will have no effect on the outcome of either of these votes.

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 28, 2011.

				Amount and
				Nature of Beneficial				Percent of
Name and address of beneficial owner				Ownership				class
Robert G. Wilmers and others:
R.I. REM Investments S.A.		Eskildsen & Eskildsen Calle
		50 102 Edifico Universal
		Planta Baja Panama			4,513,200				3.75	%
Interlaken Foundation		2214 Massachusetts Ave.,
		N.W. Washington, D.C. 20008			165,924			less than 1		%
St. Simon Charitable Foundation		2214 Massachusetts Ave.,
		N.W. Washington, D.C. 20008			203,664			less than 1		%
Roche Foundation		One M&T Plaza, 19th floor
		Buffalo, NY 14203			78,532			less than 1		%
West Ferry Foundation		One M&T Plaza, 19th floor
		Buffalo, NY 14203			141,825			less than 1		%
Elisabeth Roche Wilmers		One M&T Plaza, 19th floor
		Buffalo, NY 14203			461,273			less than 1		%
Robert G. Wilmers		One M&T Plaza, 19th floor
		Buffalo, NY 14203			4,563,529				3.79	%
Group Total					9,538,002	(1)			7.92	%

				Amount and
				Nature of Beneficial				Percent of
Name and address of beneficial owner				Ownership				class
Capital World Investors		333 South Hope Street			7,365,000	(2)			6.12	%
(a division of Capital Research and Management Company)		Los Angeles, CA 90071

M&T Bank Corporation is the sponsor of various employee benefit plans that hold an aggregate of 4,357,920 shares of Common Stock as of February 28, 2011, of which its principal banking subsidiary, Manufacturers and Traders Trust Company (“M&T Bank”), has sole voting authority over 1,227,923 of such shares. The remaining 3,129,997 shares of Common Stock are voted by the trustee of the applicable employee benefit plan pursuant to the instructions of the participants in accordance with the terms of such plan. Certain of the directors and executive officers of M&T Bank Corporation hold indirect beneficial interests in the holdings of these employee benefit plans. See also footnote (3) in the table set forth under the caption “STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS.”

ELECTION OF DIRECTORS

The following 16 persons have been recommended by the Board of Directors for election as directors of M&T Bank Corporation, to hold office until the 2012 Annual Meeting of Shareholders and until their successors have been elected and qualified. Each of the nominees listed below was elected at the 2010 Annual Meeting of Shareholders.

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 accordance with the Agreement and Plan of Merger (“Merger Agreement”) dated as of October 31, 2010, among M&T Bank Corporation, MTB One, Inc., a wholly owned subsidiary of M&T Bank Corporation, and Wilmington Trust Corporation, Donald E. Foley, Chairman of the Board and Chief Executive Officer of Wilmington Trust Corporation, will be appointed to the Boards of Directors of M&T Bank Corporation and M&T Bank as of the closing of the transaction contemplated by the Merger Agreement, and will serve until his successor is elected and qualified.

The principal occupation and current public company directorships, as well as public company directorships held at any time during the past five years, of each of the nominees is listed below. The information with respect to the nominees is as of February 28, 2011, 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 72, is a member of the Executive Committee and the Nomination, Compensation and Governance Committee and has been a director since 1983.

Mr. Baird has been a private investor since prior to 2006. He is a director of M&T Bank and a member of its Executive and Trust and Investment Committees. Mr. Baird is a director of M&T Financial Corporation and a member of M&T Bank’s Directors Advisory Council-New York City/Long Island Division. He is president of First Carolina Investors, Inc., a non-diversified investment company. Mr. Baird is also a director of Todd Shipyards Corporation and a member of its audit committee. He was formerly a director of First Carolina Investors, Inc., Merchants Group, Inc., Allied Healthcare Products, Inc. and Sun-Times Media Group, Inc.

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

ROBERT J. BENNETT is 69, is a member of the Executive Committee and the Audit and Risk Committee and has been a director since 1998.

Mr. Bennett is a director of M&T Bank and a member of its Executive, Examining and Trust and Investment Committees. He is a member of M&T Bank’s Directors Advisory Council-Central New York Division. Mr. Bennett served as chairman of the board of M&T Bank Corporation from April 1, 1998 until his retirement on July 18, 2000. He was chairman of the board, president and chief executive officer of ONBANCorp, Inc. and its

main bank subsidiary from May 1989 until M&T Bank Corporation’s acquisition of ONBANCorp, Inc. on April 1, 1998. Mr. Bennett has been a private investor since prior to 2006 and is a director of Welch Allyn Holdings, Inc.

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

C. ANGELA BONTEMPO is 70, is a member and the chair of the Audit and Risk Committee and has been a director since 1991.

Ms. Bontempo is the former president and chief executive officer and a former director of Saint Vincent Health System, located in Erie, Pennsylvania, all roles she held since prior to 2006. From 1998 to June 2001, she was president and chief executive officer of Bryant & Stratton College, a system of proprietary colleges headquartered in Buffalo, New York. From 1994 through 1998, Ms. Bontempo served as senior vice president and executive director of the Roswell Park Cancer Institute. She is a director of M&T Bank and a member and the chair of its Examining Committee. Ms. Bontempo is also a member of the advisory board of Ciminelli Development Company, Inc. and serves as a consultant to Ciminelli Properties, LLC.

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

ROBERT T. BRADY is 70, is a member of the Nomination, Compensation and Governance Committee and has been a director since 1994.

Mr. Brady is, and has been since prior to 2006, chairman of the board of directors and chief executive officer of Moog Inc., a worldwide manufacturer of control systems and components for aircraft, satellites, automated machinery and medical equipment. He is a director of M&T Bank. Mr. Brady is a director of Seneca Foods Corporation, National Fuel Gas Company and Astronics Corporation. He is also a director of the Buffalo Niagara Partnership, a director of the Albright-Knox Art Gallery and serves on the University at Buffalo Council.

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

MICHAEL D. BUCKLEY is 66, is a member of the Executive Committee and the Nomination, Compensation and Governance Committee and has been a director since 2003.

Mr. Buckley retired as group chief executive and as a director of AIB Group on June 30, 2005. He had been a director of AIB since 1995. Mr. Buckley had been a former managing director of the AIB Poland Division and of the AIB Capital Markets Division. He is a director of M&T Bank and a member of its Executive Committee. Mr. Buckley is also non-executive chairman of DCC plc, a business support services company quoted on the Dublin and London stock exchanges, and a non-executive director of UK Asset Resolution Limited. He was formerly a non-executive director of Bramdean Alternatives Ltd. Mr. Buckley is a

senior advisor to a number of privately held companies, is chairman of the Irish Chamber Orchestra and is an adjunct professor in the Department of Economics at the National University of Ireland, Cork.

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

T. JEFFERSON CUNNINGHAM III is 68 and has been a director since 2001.

Mr. Cunningham is a director of M&T Bank, was a member of its Community Reinvestment Act Committee and is a member and the chairman of M&T Bank’s Directors Advisory Council-Hudson Valley Division. He assumed his positions with M&T Bank Corporation and M&T Bank upon M&T Bank Corporation’s acquisition of Premier National Bancorp, Inc. (“Premier”) on February 9, 2001. From 1994 through February 9, 2001, Mr. Cunningham served as chairman of the board and chief executive officer of Premier and its bank subsidiary, Premier National Bank, and of Premier’s predecessor, Hudson Chartered Bancorp, Inc. Mr. Cunningham is, and has been since prior to 2006, chairman and chief executive officer of Magnolia Capital Management, Ltd., a registered investment adviser. He is also a trustee of Boscobel Restoration, Inc., a trustee of Open Space Institute and an advisory director of the Hudson River Valley Greenway Communities Council.

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

MARK J. CZARNECKI is 55 and has been a director since 2007. He is president of M&T Bank Corporation.

Mr. Czarnecki is the president and a director of M&T Bank, and is chairman of its Trust and Investment Committee. Prior to his appointment as the president of M&T Bank Corporation and M&T Bank on January 1, 2007, he served as an executive vice president of M&T Bank Corporation and M&T Bank and was in charge of the M&T Investment Group and M&T Bank’s retail banking network. Mr. Czarnecki is the chairman of the board, president and chief executive officer of M&T Bank, N.A. and a director and officer of a number of principal subsidiaries of M&T Bank. Mr. Czarnecki joined M&T Bank in 1977 in the branch banking system and has served in a number of executive and management positions. He serves as chairman of the board of trustees of M&T Bank’s partner school, Westminster Community Charter School, is a vice chairman of the University at Buffalo Council and a director of the Buffalo Niagara Partnership. Mr. Czarnecki also serves as chairman of the New York Bankers Association.

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

GARY N. GEISEL is 62 and has been a director since 2009.

Mr. Geisel is a director of M&T Bank and the chairman and a member of M&T Bank’s Directors Advisory Council-Baltimore-Washington Division.

Mr. Geisel was the chairman of the board and chief executive officer of Provident Bankshares Corporation (“Provident”) and Provident Bank from April 2003 until M&T Bank Corporation’s acquisition of Provident on May 23, 2009. Before becoming chairman and chief executive officer, Mr. Geisel was president and chief operating officer of Provident and Provident Bank from January 2001 until April 2003. He was also a director of Provident and Provident Bank from 2001 until the acquisition on May 23, 2009. Mr. Geisel is a member of the boards of directors and executive committees of St. Agnes HealthCare and Goodwill Industries of the Chesapeake, Inc.

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

PATRICK W.E. HODGSON is 70, is a member of the Executive Committee and the Audit and Risk Committee and has been a director since 1987.

Mr. Hodgson is, and has been since prior to 2006, president of Cinnamon Investments Limited, a private investment company with real estate and securities holdings. He is a director and chairman of the board of Todd Shipyards Corporation. Mr. Hodgson is a director and a member of the Executive, Examining and Trust and Investment Committees of M&T Bank. He is also a director of First Carolina Investors, Inc., and a member of its audit and executive committees. He is a former director of Hollinger Inc.

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

RICHARD G. KING is 66, 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 and Trust and Investment Committee. Mr. King had served as a director of Keystone Financial Inc. from 1997, and as director of Keystone Financial Bank, N.A. from 1999, through M&T Bank Corporation’s acquisition of Keystone Financial Inc. in 2001. He is also a director of High Industries, Inc., Hanover Shoe Farms, Inc. and WITF, Inc.

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

JORGE G. PEREIRA is 77 and has been a director since 1982. He is a vice chairman of the board of M&T Bank Corporation and is a member and the chairman of its Nomination, Compensation and Governance Committee.

Mr. Pereira has been a private investor since prior to 2006. He is a vice chairman of the board and a director of M&T Bank. Mr. Pereira also serves as the “lead independent director” of M&T Bank Corporation and has been designated as the presiding director of the non-management directors of M&T Bank Corporation when they meet in executive sessions.

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

MICHAEL P. PINTO is 55 and has been a director since 2003. He is a vice chairman of the board of M&T Bank Corporation.

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

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

MELINDA R. RICH is 53 and has been a director since 2009.

Mrs. Rich is a director of M&T Bank and past chair of its Community Reinvestment Act Committee. She is vice chairman of Rich Products Corporation, a privately-owned frozen food manufacturer headquartered in Buffalo, New York since July 2006. Mrs. Rich is chairperson of Rich Products Corporation’s finance and audit committee and a member of Rich Products Corporation’s executive 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 of Wm. Wrigley, Jr. Company, having served in such capacity from January 1999 through October 2008, and she was also the chairman of its corporate governance committee from March 2005 through October 2008. Mrs. Rich is currently an ex-officio director of the Erie Canal Harbor Development Corporation as well as a director of Cleveland Clinic’s Wellness Institute Leadership Board. She is a director of several charitable foundations including The Culinary Institute of America, Rich Family Foundation, DreamCatcher Foundation, Inc. and the National Foundation for Celiac Awareness.

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

ROBERT E. SADLER, JR. is 65 and has been a director since 1999.

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

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

HERBERT L. WASHINGTON is 60, is a member of the Audit and Risk Committee and has been a director since 1996.

Mr. Washington is, and has been since prior to 2006, president of H.L.W. Fast Track, Inc., the owner and operator of twenty-five McDonald’s Restaurants located in Ohio and Pennsylvania. Mr. Washington is a director and a member of the Examining Committee of M&T Bank.

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

ROBERT G. WILMERS is 76 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. Mr. Wilmers is also a director of The Business Council of New York State, Inc.

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

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL 16 NOMINEES.

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

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

M&T Bank Corporation believes that its 2010 compensation policies and practices are centered on a pay-for-performance culture and are strongly aligned with the long-term interests of our shareholders. These policies and practices are described in detail on pages 15 to 24 of this Proxy Statement.

The American Recovery and Reinvestment Act of 2009, enacted on February 17, 2009, provides that all participants in the Troubled Asset Relief Program, or TARP, permit a non-binding shareholder vote to approve the compensation of the participant’s executives. On January 12, 2010, the SEC adopted final rules implementing this requirement. Therefore, the Board of Directors is providing our shareholders with the right to cast an advisory vote on the compensation of M&T Bank Corporation’s Named Executive Officers at the 2011 Annual Meeting of Shareholders.

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

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

Under the American Recovery and Reinvestment Act of 2009 and the SEC rule implementing the requirement that M&T Bank Corporation include a “say-on-pay” proposal, the shareholder 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.

In January 2011, the SEC adopted amendments to the Exchange Act and the related regulations that require all companies to conduct a shareholder advisory vote on executive compensation and separate shareholder vote to determine how often a company will conduct such shareholder advisory votes (so-called “say-on-frequency”). Under the amendments, companies that still have outstanding obligations under TARP and therefore must already hold an annual shareholder advisory vote on executive compensation are not required to conduct a say-on-frequency vote until they are no longer subject to the Emergency Economic Stabilization Act of 2008 (“EESA”) as a TARP recipient.

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

On February 14, 2011, 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 2011, a capacity in which it has served since 1984.

Although shareholder 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 shareholders 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, 2011. In the event the shareholders 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 shareholders’ 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 shareholders’ best interests.

Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting of Shareholders. 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 PricewaterhouseCoopers LLP for professional services rendered during 2010 and 2009, which fees totaled $3,480,430 and $2,456,158, respectively, and are categorized in accordance with the SEC’s rules as follows:

Audit Fees. Fees billed by PricewaterhouseCoopers LLP for services rendered for the audit of M&T Bank Corporation’s annual consolidated financial statements as of and for the years ended December 31, 2010 and 2009, for its review of M&T Bank Corporation’s quarterly consolidated financial statements during 2010 and 2009, and for other audit and attest services in connection with statutory and regulatory filings as of and for the years ended December 31, 2010 and 2009, totaled $2,478,300 and $1,929,157, respectively.

Audit-Related Fees. Fees billed by PricewaterhouseCoopers LLP for audit-related services, including audits of employee benefit plans and other attest services that are not required by statute or regulation, rendered to M&T Bank Corporation totaled $869,075 and $433,435 for the years ended December 31, 2010 and 2009, respectively. Of the audit-related fees billed for the years ended December 31, 2010 and 2009, all services were pre-approved by the Audit and Risk Committee.

Tax Fees. Fees billed by PricewaterhouseCoopers LLP for tax compliance, planning and consulting totaled $124,150 and $91,250 for the years ended December 31, 2010 and 2009, respectively. Of the tax fees billed for the years ended December 31, 2010 and 2009, all services were pre-approved by the Audit and Risk Committee.

All Other Fees. PricewaterhouseCoopers LLP billed a total of $8,905 and $2,316 for research software licensing fees for the years ended December 31, 2010 and 2009, respectively. All fees billed in this category for the years ended December 31, 2010 and 2009 were pre-approved by the Audit and Risk Committee.

In addition to the above services, PricewaterhouseCoopers LLP directly billed M&T Bank Corporation a total of $217,500 for attestation reports required by the U.S. Department of Education for which M&T Bank Corporation was reimbursed by other participating financial institutions.

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 2010 and 2009 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, 2010 and 2009.

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 2010 is compatible with and did not impair PricewaterhouseCoopers LLP’s independence.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF PRICE- WATERHOUSE COOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF M&T BANK CORPORATION FOR THE YEAR ENDING DECEMBER 31, 2011.

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

STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS

Direct and indirect ownership of Common Stock and restricted Common Stock by each of the directors, each of the executive officers who are named in the Summary Compensation Table (the “Named Executive Officers” or “NEOs”), and by all directors and executive officers as a group, is set forth in the following table as of February 28, 2011, together with the percentage of total shares outstanding represented by such ownership. (For purposes of this table, beneficial ownership has been determined in accordance with the provisions of Rule 13d-3 under the Exchange Act, under which, in general, a person is deemed to be the beneficial owner of a security if such person has or shares the power to vote or to direct the voting of the security or the power to dispose or to direct the disposition of the security, or if such person has the right to acquire the beneficial ownership of the security within 60 days.)

						Percent
						of
Name of beneficial owner		Number of shares				class
Brent D. Baird			20,473				(10	)
Robert J. Bennett			107,949	(1)			(10	)
C. Angela Bontempo			7,894	(2)			(10	)
Robert T. Brady			4,638				(10	)
Michael D. Buckley			1,326				(10	)
T. Jefferson Cunningham III			9,750				(10	)
Mark J. Czarnecki			288,890	(3)			(10	)
Gary N. Geisel			54,429	(3)			(10	)
Patrick W.E. Hodgson			55,615	(4)			(10	)
Richard G. King			12,495				(10	)
Jorge G. Pereira			1,106,989	(5)			(10	)
Michael P. Pinto			437,064	(3)			(10	)
Melinda R. Rich			9,425	(6)			(10	)
Robert E. Sadler, Jr.			185,872	(7)			(10	)
Herbert L. Washington			7,479				(10	)
Robert G. Wilmers			4,563,529	(3)(8)(9)			3.79	%
René F. Jones			141,300	(3)(8)			(10	)
Kevin J. Pearson			194,303	(3)			(10	)
Current directors and executive officers as a group (27 persons)			8,403,190	(3)(8)			6.88	%

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 NYSE. M&T Bank Corporation believes that these filing requirements were satisfied by its directors and officers during 2010, except for Robert E. Sadler, Jr., a director, who had two late Form 5 filings related to gift transactions. 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 additional 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 2010 Financial Performance. M&T Bank Corporation (sometimes referred to in this discussion as M&T or the Company) is a bank holding company that offers a wide range of commercial banking, trust and investment services to its customers. As of December 31, 2010, M&T had consolidated total assets of $68.0 billion, deposits of $49.8 billion and stockholders’ equity of $8.4 billion, and employed 12,301 full-time and 1,334 part-time employees. M&T reported net income of $736 million and diluted earnings per common share of $5.69 for the year ended December 31, 2010. These results represented a significant improvement from the prior year and placed M&T’s overall performance in the top quartile of our comparison group of other commercial banking companies (as described below for both the year ending December 31, 2010 and for the period of financial and economic difficulties experienced from 2006 through 2010). In addition, M&T’s performance in 2010 exceeded its business plan on every key measure, including net income, earnings per common share, return on assets, return on equity, various credit metrics, core earnings ratio and efficiency ratio.

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 shareholders. Our compensation philosophy is, and has long been, to emphasize long-term, equity-based compensation for its NEOs and other employees. This philosophy allows M&T to align its compensation with performance in two ways:

•

first, by explicitly linking the size and kind of equity awards to be granted to the NEOs based on the performance of the Company in the past; and

•

second, by tying the NEOs’ ultimate realized compensation to the future value of M&T Common Stock based on the performance of the Company and in alignment with our shareholders.

Due in part to our heavy emphasis on equity compensation, 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 shareholders.

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

Implications of Participation in the TARP CPP on Executive Compensation Arrangements. As a result of M&T’s participation in the TARP CPP, M&T became subject to certain restrictions on executive compensation set forth in Section 111 of EESA and the Securities Purchase Agreement entered into by M&T Bank Corporation and Treasury on December 23, 2008. Subsequently, the American Recovery and Reinvestment Act of 2009 was signed into law on February 17, 2009 and included a provision that amended Section 111 of EESA and directed Treasury to establish

specified standards on executive compensation and corporate governance. On June 15, 2009, Treasury published its Interim Final Rule on TARP Standards for Compensation and Corporate Governance (sometimes referred to as the TARP Interim Final Rule) which established those standards (sometimes referred to as the TARP Compensation Standards). The TARP Compensation Standards generally apply to all TARP recipients in the programs under TARP, including specifically to M&T under the TARP CPP.

The standard that has the largest influence on M&T’s compensation structure is a prohibition on paying bonuses, retention awards and incentive compensation, other than limited amounts of long-term restricted stock or pursuant to commission plans or certain preexisting employment contracts, to our Senior Executive Officers, or SEOs, who include our NEOs, and the next 20 most highly compensated employees.

Process for Determining Executive Compensation. The Nomination, Compensation and Governance Committee of our Board of Directors (sometimes referred to in this discussion as the Committee) is responsible for determining the compensation of our NEOs. As discussed below, the Committee reviews the compensation levels of the NEOs 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 our compensation mix strategy as described above and individual and corporate performance, in determining the amount and mix of compensation to be paid to each NEO and, when applicable, in compliance with the TARP Compensation Standards.

Compensation Review. At least annually, the Committee compares compensation levels for the NEOs and M&T’s financial performance to a group of commercial banking institutions of similar business makeup, size and geographic reach. For 2010, the Committee determined it appropriate to use for this purpose the same group that the Company uses for financial performance comparison purposes. M&T selected the following 14 commercial banking companies, which group was determined by taking the group of U.S. based commercial bank holding companies having assets exceeding $25 billion as of December 31, 2009, and removing the four largest, three that are primarily engaged in trust and custody banking and have a dissimilar business mix, and one that has a substantial international presence:

•		BB&T Corporation
•		Capital One Financial Corporation
•		Comerica Incorporated
•		Fifth Third Bancorp
•		First Horizon National Corporation
•		Huntington Bankshares Incorporated
•		KeyCorp
•		Marshall & Ilsley Corp.
•		PNC Financial Services Group, Inc.
•		Regions Financial Corp.
•		SunTrust Banks, Inc.
•		Synovus Financial Corp.
•		US Bancorp
•		Zions Bancorporation

The 2010 comparison group was the same as the 2009 comparison group.

Consistent with its philosophy of providing incentives that link compensation to firm performance, in determining the appropriate mix of compensation among base salary, annual cash incentives and stock-based compensation, the Committee assesses the performance of each NEO 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 NEO in light of the business plan and relative to 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 NEOs		•		Compensation of comparable executives at the comparison group firms
		•		Financial performance of M&T (especially on a “net operating” basis, which excludes the effect of one-time gains and expenses) over the most recent fiscal year and prior years
		•		Achievement of M&T compared to its corporate, financial, strategic and operational objectives and business plans and compared to the performance of the comparison group firms
		•		Cumulative shareholder return
		•		Restrictions placed on compensation by the TARP Compensation Standards
NEOs other than the Chief Executive Officer		•		Recommendations of the Chief Executive Officer and other applicable senior managers
		•		Individual performance based on discussion between the Chief Executive Officer and the Committee

Role of Compensation Consultants. In 2010 the Nomination, Compensation and Governance Committee retained the services of McLagan to perform a review of the NEOs’ compensation and to provide insights into the anticipated compensation levels at the comparison group for 2010 performance. McLagan’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 of the comparison group as determined by McLagan based on information provided by the comparison group in the 2010 proxy statements, surveys and other sources. The Committee uses information about the comparison group to help assess the competitiveness of the Company’s pay practices. McLagan also provided an opinion to the Committee regarding the reasonableness of the compensation determinations made with respect to the NEOs in January 2011 and their compliance with the TARP Compensation Standards. Additional information regarding McLagan and a description of the services

provided by it and its affiliates to M&T, including the fees paid by M&T, is provided in this Proxy Statement in the section below entitled “CORPORATE GOVERNANCE OF M&T BANK CORPORATION.”

Components of Executive Compensation. Consistent with M&T’s compensation philosophy of linking NEO incentives to those of shareholders, the Committee historically tended to award a relatively higher percentage of compensation in the form of equity than members of the comparison group. This philosophy also explains why M&T historically has generally paid less in base salary (which is less sensitive to performance) than members of the comparison group.

In 2010, the aggregate total compensation (total cash compensation plus stock-based compensation or other long-term incentives) of the NEOs was below the aggregate medians for comparable executives employed by the members of the comparison group. With some members of the comparison group subject to the TARP Compensation Standards and some members not subject to such rules, it is difficult to make meaningful comparisons of the individual components of compensation. Consequently, in determining the appropriate level of compensation for the NEOs, the Committee focused on the total compensation of comparable positions within the comparison group.

We provide a brief explanation of the factors used to determine each component of the NEOs’ compensation in the sections that follow.

Salaries. Base salaries of the NEOs are determined by the Committee based on a variety of factors, including the scope of the executive’s responsibilities, historical base salaries of comparable executives employed by members of the comparison group, and past 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 NEOs historically have generally been set below the median salaries for executives employed by firms in the comparison group. In considering the appropriate salaries for the NEOs in 2010 and 2011, the Committee considered it appropriate to account for the impact of the TARP Compensation Standards and incorporated a stock salary component into each NEO’s base salary. Because of the restrictions contained in the TARP Compensation Standards, stock salary is used to continue to emphasize equity-based compensation for the NEOs.

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

Additionally, in order to maintain a level of total compensation that the Committee determined appropriate to ensure the continued services of the NEOs and to appropriately align

their interests with those of the Company’s shareholders, and after taking into consideration the impact of the TARP Compensation Standards, the Committee approved stock salary components of each NEO’s base salary. The amount of annual stock salary awarded to each of Messrs. Wilmers, Jones, Czarnecki, Pinto and Pearson was $1,100,000, $400,000, $1,050,000, $1,050,000 and $550,000, respectively. The Committee determined, however, that the shares of Common Stock received by each NEO would be subject to restrictions on transfer such that each NEO may not sell, transfer or otherwise dispose of any Common Stock received as stock salary in 2010 until the earlier of (a) the date that M&T repays the CPP investment made under TARP, or (b) January 1, 2012. The number of shares of Common Stock to be paid to each NEO with respect to each bi-weekly pay period was determined by dividing the amount of stock salary with respect to that pay period by the reported closing price on the NYSE for a share of Common Stock on the pay date for such period. Mr. Wilmers elected to pay the applicable taxes on the stock salary in cash while the other NEOs elected to pay the applicable taxes by having a portion of the stock salary withheld from each bi-weekly payment and receiving the net shares. The stock salary included voting rights and the right to receive any dividends paid on the Common Stock if and when dividends are paid on the Common Stock.

2011 Salary Determinations. The Committee made base salary determinations for 2011 for the NEOs in January 2011. Those determinations continued to be influenced by the TARP Compensation Standards, including the prohibition on paying cash incentives to the NEOs and the limitation on equity awards that could be made to the NEOs. Given M&T’s strong performance in 2010, compared to both that of the comparison group and its business plan, the Committee determined that the total compensation of each of the NEOs should be increased from the low levels paid in 2010 for the performance in 2009. In reviewing the information about compensation for comparable positions at the comparison group, and considering the mix of compensation desired for the NEOs, the Committee determined that the salaries of Messrs. Czarnecki and Pinto should each be increased by $150,000 (9%) in cash. The base salary of Mr. Wilmers was not changed because the Committee determined that the desired level of total compensation, could be achieved by increasing his equity award; however a portion of his base salary was shifted from stock salary to cash salary so that his cash salary would better reflect his relative value to M&T. The Committee determined to increase Mr. Jones’ base salary by $225,000 (21%), with $100,000 of the increase in cash and $125,000 in stock salary, and to increase the base salary of Mr. Pearson by $50,000 (5%) in cash.

Similar to 2010, the Committee determined that the shares of Common Stock received by each NEO as stock salary would be subject to restrictions on transfer such that each NEO may not sell, transfer or otherwise dispose of any Common Stock received as stock salary in 2011 until the earlier of (a) the date of that M&T repays the CPP investment made under TARP, or (b) January 1, 2013. The number of shares of Common Stock to be paid to each NEO with respect to each bi-weekly pay period is to be determined by dividing the amount of stock salary with respect to that pay period by the reported closing price on the NYSE for a share of Common Stock on the pay date for such period. The NEOs may elect to pay the applicable taxes on the stock salary in cash or by having a portion of the stock salary withheld from each bi-weekly payment and receiving the net shares. The stock salary includes voting rights and the right to receive any dividends paid on the Common Stock if and when dividends are paid on the Common Stock.

Incentive Compensation. Consistent with the objective of linking compensation to M&T’s performance for the benefit of the Company’s

shareholders, in determining annual cash incentive and equity awards, the Committee has historically assessed the following factors, without assigning any particular weighting to any single factor:

•

the Company’s current and past performance compared to its business plans and other qualitative and quantitative factors;

•

the Company’s performance compared to the comparison group;

•

the NEO’s individual performance, as discussed below;

•

the NEO’s past compensation;

•

the period during which a NEO has been in a key position with the Company;

•

with respect to equity awards, dilution and the market value of the Common Stock;

•

compensation information with respect to the comparison group; and

•

the Company’s future prospects.

For awards made in 2011 with respect to 2010 performance, the Committee’s ability to make any incentive compensation awards was limited by the TARP Compensation Standards. As a result, the factors described above were considered by the Committee in determining the total compensation opportunity for each of the NEOs.

Annual Cash Incentives. The NEOs participate in the M&T Bank Corporation Annual Executive Incentive Plan, which plan provides for discretionary grants of cash awards to the NEOs as determined by the Committee. As discussed above, the TARP Compensation Standards prohibit the payment of these types of cash awards, except pursuant to certain commission-based plans and preexisting employment contracts, to the NEOs and next 20 most highly compensated employees. Since all of the NEOs participate in the Annual Executive Incentive Plan and none of them have preexisting employment contracts, the Committee could not, and did not, make any discretionary grants of cash awards to the NEOs in 2011 with respect to 2010 performance.

Equity-Based Incentives. Also consistent with its philosophy of linking compensation to M&T’s performance for the benefit of the Company’s shareholders, M&T provides long-term incentive opportunities to its executive officers through discretionary grants of stock-based compensation under the 2009 Equity Incentive Compensation Plan. The Committee determines the dollar value of equity awards to be made to the NEOs 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 Committee. In making grants of equity awards, the Committee assesses the following factors over a three-year period or longer:

•

The performance of M&T relative to prior years; and

•

The performance of M&T for the immediately preceding year relative to its business plan and the comparison group.

Stock Options. Management and the Committee have historically believed that stock options are an effective long-term incentive because the holder can profit only if the value of M&T Common Stock increases. In addition, the Company has utilized incentive stock options that comply with Section 422 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), to the maximum extent permitted. In making such awards in the past, the Committee concluded that the potential tax advantages available to the NEOs with incentive stock options increases

the likelihood that a NEO will hold the stock received upon exercise of a stock option. Typically, stock options vest over a four-year period, with 10% vesting one year after the date of grant, an additional 20% vesting two years after the date of grant, an additional 30% vesting three years after the date of grant and the remaining 40% vesting four years after the date of grant.

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

As discussed above, the TARP Compensation Standards prohibit the award of any equity incentive compensation to the NEOs and next 20 most highly compensated employees, unless the equity award meets the definition of “long-term restricted stock” set forth in the TARP Compensation Standards, which subjects such awards to limits on value and certain vesting and nontransferability requirements. The value of awards of long-term restricted stock may not exceed one-third of the recipient’s annual compensation for the year of the grant, as opposed to the preceding year, but for these purposes the full value of the award itself is included in the recipient’s annual compensation. In effect, the TARP Compensation Standards allow a restricted stock award with a value equal to 50 percent of salary. Such awards must not vest earlier than two years from the date of grant, except in cases of death, disability or change in control. In addition, there are restrictions on the transferability of restricted shares, even if they have vested, until specified percentages of the TARP assistance have been repaid, except that restricted shares may become transferable to the extent necessary to pay taxes becoming due upon vesting.

2010 Equity Awards. The Committee granted equity awards in 2010 to the NEOs in January 2010 based on the assessment criteria discussed above and the limits on the value of long-term restricted stock that could be granted to the NEOs in 2010 under the TARP Compensation Standards. The Committee also assessed how the mix of cash base salary, annual stock salary and long-term restricted stock should be structured in order to provide a total compensation opportunity to each NEO in 2010 that reflected both the underperformance of the Company relative to its business plan in 2009, the strong relative performance compared to the comparison group and the need to provide appropriate levels of compensation to ensure the retention and continued service of the NEOs. The value of long-term restricted stock awarded to each of Messrs. Wilmers, Jones, Czarnecki, Pinto and Pearson was $350,000, $350,000, $450,000, $450,000 and $330,000, respectively. These awards, in combination with other compensation earned in 2009, resulted in aggregate total compensation for all of the NEOs for 2009 that was below the aggregate medians of the comparison group. In addition, the total compensation opportunity for each NEO in 2010, consisting of his respective cash base salary, annual stock salary and long-term

restricted stock award, when compared to compensation earned in 2009, resulted in a reduction of 20 percent, 10 percent, 10 percent and six percent, respectively, for Messrs. Wilmers, Czarnecki, Pinto and Pearson. In the case of Mr. Jones, his total compensation opportunity for 2010 increased six percent since his total compensation remained substantially below the median of the comparison group for his position. These long-term restricted stock awards were in the form of either restricted stock or restricted stock units to be settled in stock depending upon whether or not a NEO is eligible for retirement, and were granted on January 29, 2010, in accordance with M&T Bank Corporation’s equity award policy. The restricted shares and restricted stock units will vest or be settled in stock, respectively, according to the following schedule: 30 percent on January 29, 2012; 30 percent on January 29, 2013; and the remaining 40 percent on January 29, 2014. Such restricted shares or restricted stock units will accelerate and vest or be settled in stock upon the death or disability of a NEO, or upon a change in control of M&T, and the vested or settled shares will be subject to restrictions on transfer until M&T repays all or a portion of the TARP CPP investment, consistent with the requirements for “long-term restricted stock” set forth in the TARP Compensation Standards. As permitted by the TARP Compensation Standards, tax withholding for such shares or units may be fulfilled by the withholding of shares or units. The restricted stock and restricted stock units will be entitled to the receipt of any dividends paid on the Common Stock or dividend equivalents; provided, however, that such amounts paid prior to January 29, 2012 will be held in a dividend book account until that date, at which point the funds will be paid to the NEO with interest.

2011 Equity Awards. The Committee granted equity awards to the NEOs in January 2011 based on the assessment criteria discussed above and the limits on the value of long-term restricted stock that could be granted to the NEOs in 2010 under the TARP Compensation Standards. The Committee also assessed how the mix of cash base salary, annual stock salary and long-term restricted stock should be structured in order to provide a total compensation opportunity to each NEO in 2011 that reflected the very strong performance of the Company relative to its business plan and the comparison group in 2010, the strong performance of M&T relative to the comparison group over the course of the financial and economic difficulties experienced from 2006 through 2010, and the need to provide appropriate levels of compensation to ensure the retention and continued service of the NEOs. The value of long-term restricted stock awarded to each of Messrs. Wilmers, Jones, Czarnecki, Pinto and Pearson was $650,000, $425,000, $600,000, $600,000 and $500,000, respectively. These awards, in combination with other compensation earned in 2010, continued to result in aggregate total compensation for all of the NEOs for 2010 that was below the aggregate medians of the comparison group while overall performance was in the top quartile of the group. The total compensation opportunity for each NEO in 2011, consisting of his respective cash base salary, annual stock salary and long-term restricted stock award, when compared to the low levels of compensation earned in 2010 for performance in 2009, results in increases of 14 percent, 25 percent, 15 percent, 15 percent and 16 percent, respectively, for Messrs. Wilmers, Jones, Czarnecki, Pinto and Pearson. The long-term restricted stock awards were in the form of either restricted stock or restricted stock units to be settled in stock depending upon whether or not a NEO is eligible for retirement, and were granted on January 31, 2011 in accordance with M&T Bank Corporation’s equity award policy. The restricted shares and restricted stock units will vest or be settled in stock, respectively, according to the following schedule: 30 percent on January 31, 2013; 30 percent on January 31, 2014; and the remaining 40 percent on January 31, 2015. Such restricted shares or restricted stock units will accelerate

and vest or be settled in stock upon the death or disability of a NEO, or upon a change in control of M&T, and the vested or settled shares will be subject to restrictions on transfer until M&T repays all or a portion of the TARP CPP investment, consistent with the requirements for “long-term restricted stock” in the TARP Compensation Standards. As permitted by the TARP Compensation Standards, tax withholding for such shares or units may be fulfilled by the withholding of shares or units. The restricted stock and restricted stock units will be entitled to the receipt of any dividends paid on the Common Stock or dividend equivalents; provided, however, that such amounts paid prior to January 31, 2013 will be held in a dividend book account until that date, at which point the funds will be paid to the NEO with interest.

Summary of 2011 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 NEOs in January 2011:

										Grant Date Fair
						Bonus Paid in				Value of Stock
						2011 for 2010				Awards in 2011 For
Named Executive Officer		2011 Salary				Performance				2010 Performance
Robert G. Wilmers		$750,000 (Cash)
		$1,000,000 (Stock)				$	0			$	650,081
René F. Jones		$550,000 (Cash)
		$525,000 (Stock)				$	0			$	425,000
Mark J. Czarnecki		$700,000 (Cash)
		$1,050,000 (Stock)				$	0			$	600,015
Michael P. Pinto		$700,000 (Cash)
		$1,050,000 (Stock)				$	0			$	600,015
Kevin J. Pearson		$550,000 (Cash)
		$550,000 (Stock)				$	0			$	500,056

Perquisites and Other Personal Benefits. Generally, the Company provides limited perquisites designed to assist a NEO 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. In 2010, this expense was $27,427, which was the only perquisite that exceeded $25,000 for any of the NEOs. Given the importance of developing business relationships to our success, our NEOs 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 NEOs 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 to 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 NEOs, although these plans only provide benefits on compensation up to $350,000. The nonqualified plans are not funded, except as benefits are actually paid to executive officers upon retirement. Additional information regarding these retirement plans and arrangements is provided in this Proxy Statement in the sections below entitled “Pension Benefits” and “Nonqualified Deferred Compensation.”

M&T does not believe it is appropriate to provide the NEOs with severance packages beyond what is provided to employees of M&T generally. Consequently, the NEOs have historically participated in the M&T Bank Corporation Severance Pay Plan. As a result, of the TARP Compensation Standards, no NEO is eligible to receive any benefits under the M&T Bank Corporation Severance Pay Plan (the “Severance Pay Plan”) for as long as any portion of the TARP CPP investment remains outstanding. At such time after M&T has repaid all of the TARP CPP investment and 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), a NEO would be entitled to benefits under the Severance Pay Plan.

Other than benefits that are generally available to employees, M&T does not maintain any individual severance or change of control arrangements. M&T’s compensation plans do not contain payments or benefits to NEOs 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 NEOs, 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 shareholders and that this alignment should be enhanced, not weakened, in the context of a change of control. Accelerating the vesting of stock-based compensation upon a change of control allows employees the same opportunity as other shareholders to sell shares freely following the completion of the transaction and realize the economic benefits of such transaction, without forcing them to be exposed to the post-closing performance of the acquirer.

Tax Matters. Section 162(m) of the Internal Revenue Code generally denies a deduction to any publicly held corporation for compensation paid to its NEOs to the extent that any such individual’s compensation exceeds $1 million, subject to certain exceptions, including one for “performance based compensation.” Generally, the Committee seeks to maximize executive compensation deductions for federal income tax purposes. However, the TARP Compensation Standards provide that M&T may not deduct any compensation expense in excess of $500,000 under Section 162(m) of the Internal Revenue Code, including “performance based compensation.” Due to M&T’s participation in the TARP CPP (as described in the foregoing sentence), Messrs. Wilmers, Jones, Czarnecki, Pinto and Pearson each received compensation in 2010 of $1,383,129; $389,941; $1,199,847; $1,199,847 and $605,253, respectively, which will be nondeductible under Section 162(m) of the Internal Revenue Code.

NOMINATION, COMPENSATION AND GOVERNANCE COMMITTEE REPORT

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

The Nomination, Compensation and Governance Committee certifies that at least once every six months for the period beginning January 1, 2010, it has reviewed with M&T Bank Corporation’s senior risk officers (i) the SEO compensation plans and has made all reasonable efforts to ensure that these plans do not encourage SEOs to take unnecessary and excessive risks that threaten the value of M&T Bank Corporation; (ii) the employee compensation plans and has made all reasonable efforts to limit any unnecessary risks these plans pose to M&T Bank Corporation; and (iii) the employee compensation plans to eliminate any features of these plans that would encourage the manipulation of reported earnings of M&T Bank Corporation to enhance the compensation of any employee. Based upon such review, the Nomination, Compensation and Governance Committee also determined that the compensation policies and practices for all employees do not create risks that are reasonably likely to have a material adverse effect on M&T Bank Corporation.

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

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

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

SEO Compensation Plans

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

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

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

Employee Compensation Plans

In addition to the compensation plans for SEOs discussed above, there are various other employee compensation plans, some of which are discretionary in nature as to the amounts to be paid thereunder, some of which the amounts to be paid thereunder are based on a formula, some of which meet the requirements for commission compensation under the TARP Compensation Standards and others of which the amounts to be paid thereunder may be determined based on a combination of these approaches. All of these plans were reviewed by the Compensation Plan Risk Review Committee as described above. As a result of the review, no plan was identified as having a high degree of risk. As determined by the Committee, any plans that were considered to have features that could pose an opportunity for risk of loss that could impact earnings by $25 million or more, or the manipulation of reported earnings, were subject to additional review to assess whether or not any additional measures were required to monitor or contain risk. With respect to some plans, additional risk management processes and administrative controls, such as having M&T Bank Corporation’s Enterprise-Wide Risk Management Committee periodically review the volume and nature of new business, were put in place to more effectively manage the potential risks posed due to the businesses in which these plans are operative. For the remaining plans, it was determined that the risk management oversight and the internal controls embedded in each line of business, the discretionary nature of many of the compensation plans or the adjustments for risk included in the method used to determine the amounts to be paid thereunder, or a combination of these features, are key factors that serve to ensure that the compensation plans do not encourage undesirable risk-taking activities or the manipulation of earnings.

This report was adopted on February 14, 2011 by the Nomination, Compensation and Governance Committee of the Board of Directors:

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

Summary Compensation Table. The following table contains information concerning the compensation of M&T Bank Corporation’s NEOs in the fiscal years ended December 31, 2010, 2009 and 2008. See the section entitled “Compensation Discussion and Analysis” for further information on the compensation of our NEOs.

2010 Summary Compensation Table

																										Change in
																										Pension
																										Value and
																										Non-
																						Non-				qualified
																						Equity				Deferred
																						Incentive Plan				Compen-				All Other
Name and Principal														Stock				Option				Compen				sation				Compen-
Position		Year				Salary				Bonus				Awards				Awards				-sation				Earnings				sation				Total
						($)(1)				($)				($)(2)				($)(2)				($)				($)(3)				($)(4)				($)
Robert G. Wilmers			2010				1,750,000				0				350,018				0				0				243,550				204,022	(5)			2,547,590
Chairman of the Board and Chief Executive			2009				675,000				0				2,000,013				0				0				196,868				173,163				3,045,044
Officer of M&T Bank Corporation and M&T Bank			2008				650,000				0				0				0				0				159,680				60,128				869,808
René F. Jones			2010				850,000				0				350,018				0				0				18,600				88,187	(6)			1,306,805
Executive Vice President and Chief Financial			2009				311,538				0				600,031				0				0				10,737				79,750				1,002,056
Officer of M&T Bank Corporation and M&T Bank			2008				298,846				235,000				0				450,013				0				4,592				46,832				1,035,283
Mark J. Czarnecki			2010				1,600,000				0				450,023				0				0				126,530				139,692	(7)			2,316,245
President of M&T Bank			2009				571,154				0				1,500,019				0				0				85,562				122,994				2,279,729
Corporation and M&T Bank			2008				550,000				225,000				0				1,500,012				0				53,363				40,172				2,368,547
Michael P. Pinto			2010				1,600,000				0				450,023				0				0				111,040				152,731	(8)			2,313,794
Vice Chairman of the Board			2009				571,154				0				1,500,019				0				0				75,428				128,989				2,275,590
of M&T Bank Corporation;			2008				550,000				225,000				0				1,500,012				0				47,895				40,934				2,363,841
Vice Chairman of the Board and Chairman and Chief Executive Officer of the Mid-Atlantic Division of M&T Bank
Kevin J. Pearson			2010				1,050,000				0				330,031				0				0				73,270				85,091	(9)			1,538,392
Executive Vice President of M&T Bank			2009				379,039				0				800,029				0				0				47,333				74,864				1,301,265
Corporation and M&T Bank			2008				363,846				300,000				0				800,013				0				29,091				29,436				1,522,386

Grants of Plan-Based Awards. The following table reflects the terms of compensation plan-based awards granted to the NEOs in 2010.

2010 Grants of Plan-Based Awards
																														All
																														Other												Grant
																														Stock				All Other								Date
																														Awards:				Option				Exer-				Fair
																														Number				Awards:				cise or				Value of
						Estimated Future Payouts												Estimated Future Payouts												of				Number of				Base				Stock
						Under Non-Equity Incentive												Under Equity Incentive												Shares				Securities				Price of				and
		Grant				Plan Awards												Plan Awards												of Stock				Underlying				Option				Option
		Date				Threshold				Target				Maximum				Threshold				Target				Maximum				or Units				Options				Awards				Awards
						($)				($)				($)				(#)				(#)				(#)				(#)				(#)				($/Sh)				($)(1)(2)
Robert G. Wilmers			1/29/2010				0				0				0				0				0				0				4,746				0				—				350,018
René F. Jones			1/29/2010				0				0				0				0				0				0				4,746				0				—				350,018
Mark J. Czarnecki			1/29/2010				0				0				0				0				0				0				6,102				0				—				450,023
Michael P. Pinto			1/29/2010				0				0				0				0				0				0				6,102				0				—				450,023
Kevin J. Pearson			1/29/2010				0				0				0				0				0				0				4,475				0				—				330,031

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, 2010 for the NEOs.

Outstanding Equity Awards at 2010 Fiscal Year-End

		Option Awards																				Stock Awards
																																		Equity
																														Equity				Incentive
																														Incentive				Plan
																														Plan				Awards:
																														Awards:				Market or
																														Number				Payout
										Equity																				of				Value of
										Incentive Plan																				Unearned				Unearned
										Awards:												Number				Market				Shares,				Shares,
		Number of				Number of				Number of												of Shares				Value of				Units or				Units or
		Securities				Securities				Securities												or Units				Shares or				Other				Other
		Underlying				Underlying				Underlying												of Stock				Units of				Rights				Rights
		Unexercised				Unexercised				Unexercised								Option				That				Stock That				That				That
		Options (#)				Options (#)				Unearned				Option				Expiration				Have Not				Have Not				Have Not				Have Not
Name		Exercisable				Unexercisable				Options				Exercise Price				Date				Vested				Vested				Vested				Vested
						(1)				(#)				($)								(#)(2)				($)				($)				($)
Robert G. Wilmers			79,709				0				0				65.80				1/16/2011				—				—				—				—
			20,291				0				0				68.31				2/20/2011				—				—				—				—
			90,000				0				0				75.80				1/15/2012				—				—				—				—
			—				—				—				—				—				51,007				4,440,159				0				0
René F. Jones			15,000				0				0				75.80				1/15/2012				—				—				—				—
			15,000				0				0				80.23				1/21/2013				—				—				—				—
			14,987				0				0				91.75				1/20/2014				—				—				—				—
			10,766				0				0				101.80				1/18/2015				—				—				—				—
			13,168				0				0				108.93				1/17/2016				—				—				—				—
			9,444				6,296				0				121.31				1/31/2017				—				—				—				—
			8,517				19,875				0				91.28				1/31/2018				—				—				—				—
			—				—				—				—				—				18,625				1,621,306				0				0
Mark J. Czarnecki			10,146				0				0				68.31				2/20/2011				—				—				—				—
			45,000				0				0				75.80				1/15/2012				—				—				—				—
			45,000				0				0				80.23				1/21/2013				—				—				—				—
			44,960				0				0				91.75				1/20/2014				—				—				—				—
			36,225				0				0				108.93				1/17/2016				—				—				—				—
			31,479				20,987				0				121.31				1/31/2017				—				—				—				—
			28,391				66,247				0				91.28				1/31/2018				—				—				—				—
			—				—				—				—				—				40,798				3,551,466				0				0
Michael P. Pinto			25,290				0				0				65.80				1/16/2011				—				—				—				—
			13,190				0				0				68.31				2/20/2011				—				—				—				—
			65,000				0				0				75.80				1/15/2012				—				—				—				—
			65,000				0				0				80.23				1/21/2013				—				—				—				—
			64,943				0				0				91.75				1/20/2014				—				—				—				—
			52,314				0				0				108.93				1/17/2016				—				—				—				—
			31,479				20,987				0				121.31				1/31/2017				—				—				—				—
			28,391				66,247				0				91.28				1/31/2018				—				—				—				—
			—				—				—				—				—				40,798				3,551,466				0				0

		Option Awards																				Stock Awards
																																		Equity
																														Equity				Incentive
																														Incentive				Plan
																														Plan				Awards:
																														Awards:				Market or
																														Number				Payout
										Equity																				of				Value of
										Incentive Plan																				Unearned				Unearned
										Awards:												Number				Market				Shares,				Shares,
		Number of				Number of				Number of												of Shares				Value of				Units or				Units or
		Securities				Securities				Securities												or Units				Shares or				Other				Other
		Underlying				Underlying				Underlying												of Stock				Units of				Rights				Rights
		Unexercised				Unexercised				Unexercised				Option				Option				That				Stock That				That				That
		Options (#)				Options (#)				Unearned				Exercise				Expiration				Have Not				Have Not				Have Not				Have Not
Name		Exercisable				Unexercisable				Options				Price				Date				Vested				Vested				Vested				Vested
Kevin J. Pearson			15,000				0				0				75.80				1/15/2012				—				—				—				—
			20,000				0				0				80.23				1/21/2013				—				—				—				—
			22,968				0				0				91.75				1/20/2014				—				—				—				—
			16,921				0				0				101.80				1/18/2015				—				—				—				—
			21,353				0				0				108.93				1/17/2016				—				—				—				—
			16,789				11,193				0				121.31				1/31/2017				—				—				—				—
			15,142				35,332				0				91.28				1/31/2018				—				—				—				—
			—				—				—				—				—				22,980				2,000,409				0				0

Expiration Date		Vesting Schedule
January 31, 2017		100% vested on January 31, 2010
January 31, 2018		42.86% were vested on January 31, 2011 and the remaining 57.14% will vest on January 31, 2012

Options Exercised and Stock Vested. The following table sets forth the number of stock option awards exercised and the value realized upon exercise during 2010 for the NEOs, as well as the number of stock awards vested and the value realized upon vesting.

2010 Options Exercised and Stock Vested

		Option Awards								Stock Awards
		Number of
		Shares								Number of
		Acquired on				Value Realized				Shares Acquired				Value Realized
Name		Exercise				on Exercise				on Vesting				on Vesting
		(#)				($)(1)				(#)				($)
Robert G. Wilmers			0				0				5,140				379,075
René F. Jones			20,000				325,800				1,542				113,723
Mark J. Czarnecki			39,854				765,994				3,855				284,306
Michael P. Pinto			26,520				462,509				3,855				284,306
Kevin J. Pearson			15,000				234,150				2,056				151,630

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

2010 Pension Benefits (1)

						Number				Present
						of Years				Value of				Payments
						Credited				Accumulated				during Last
Name				Plan Name		Service				Benefit				Fiscal Year
						(#)(3)				($)				($)
Robert G. Wilmers				Qualified Pension Plan (2)			27				1,692,061				0
				Supplemental Pension Plan (2)(4)			27				306,287				0
René F. Jones				Qualified Pension Plan (2)			13				110,470				0
Mark J. Czarnecki				Qualified Pension Plan (2)			30				616,921				0
				Supplemental Pension Plan (2)(4)			30				137,467				0
Michael P. Pinto				Qualified Pension Plan (2)			25				508,364				0
				Supplemental Pension Plan (2)(4)			25				127,667				0
Kevin J. Pearson				Qualified Pension Plan (2)			21				298,604				0
				Supplemental Pension Plan (2)(4)			21				48,091				0