M&T Bank Corporation Form of Performance-Hurdled Restricted Stock Unit Award Agreement

On the first anniversary of the Date of Grant, one third of the Restricted Stock Units will vest;

On the second anniversary of the Date of Grant, an additional one third of the Restricted Stock Units will vest;

On the third anniversary of the Date of Grant, the remaining one third of the Restricted Stock Units will vest.

M&T BANK CORPORATION

_______________________________

Definitions. In this Agreement, except where the context otherwise indicates, the following definitions apply. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan.

“Date of Grant” means the date set forth as the “Date of Grant” on the cover page of this Agreement.

“Grantee” means the person identified as the “Grantee” on the cover page of this Agreement.

“Performance Period” means the full one calendar year (i.e., January 1 to December 31) immediately preceding a given Vesting Date.

“Performance-Hurdled Restricted Stock Unit” means an Award denominated in Common Stock that will be settled in Common Stock.

“Performance-Hurdled Restricted Stock Unit Award” means the Award of Restricted Stock Units granted to the Grantee on the cover page of this Agreement.

“Position Elimination” means any permanent, involuntary termination of a Participant’s active employment with the Company as a result of a job elimination due to a reduction in force, outsourcing or elimination of position, as determined by the Committee in its sole and absolute discretion.

“Termination of Employment” means the termination of the Grantee’s employment with the Company and its Affiliates that constitutes a “separation from service,” as defined under Section 409A of the Code.

“Vesting Dates” means the vesting dates designated in the schedule on the cover page of this Agreement.

Grant of Performance-Hurdled Restricted Stock Unit Award. The Performance-Hurdled Restricted Stock Unit Award granted hereby is granted in accordance with the cover page of this Agreement.

Terms of the Performance-Hurdled Restricted Stock Unit Award.

A Change in Control.

Rights as a Stockholder. The Grantee acknowledges and agrees that, with respect to the Performance- Hurdled Restricted Stock Units, he or she has no voting rights with respect to the Company unless and until such Performance- Hurdled Restricted Stock Units are settled in Common Stock pursuant to Paragraph 3(f). Upon and following the settlement of a Performance- Hurdled Restricted Stock Unit, the Grantee shall be the record owner of the Common Stock issued to him or her unless and until such shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a stockholder of the Company holding such Common Stock, including, without limitation, voting rights, if any, with respect to such Common Stock. Prior to the Settlement Date, the Grantee shall not be deemed for any purpose to be the owner of any Common Stock denominated by the Performance- Hurdled Restricted Stock Unit Award.

Capital Adjustments. The number of Performance- Hurdled Restricted Stock Units is subject to adjustment, in accordance with Section 4.2 of the Plan, on an equitable and proportionate basis in the manner deemed appropriate by the Committee.

Taxes. The Grantee expressly acknowledges that : (a) the Grantee’s Performance- Hurdled Vested Restricted Stock Units will constitute wages under the Federal Insurance Contributions Act (FICA) and Federal Unemployment Tax Act (FUTA) that are subject to tax withholding by the Company or its Affiliate upon becoming vested (including when the Grantee has met all of the requirements for Qualifying Separation (other than terminating employment)) and (b) the Common Stock delivered to a Grantee upon the settlement of his or her Performance- Hurdled Restricted Stock Units will constitute wages for purposes of federal and all other employment taxes, subject to tax withholding by the Company or its Affiliate. The Company’s obligation to issue or deliver shares of Common Stock with respect to the settlement of Performance- Hurdled Restricted Stock Units and to make any cash payments with respect to the Performance-Hurdled Restricted Stock Units shall be subject to the satisfaction of any applicable federal, state, local or foreign tax withholding requirements (including the Grantee’s FICA and FUTA obligation). To the extent permitted by law, the Company and its Affiliates shall have the right to deduct any such taxes from any payment otherwise due to the Grantee (or his or her beneficiary). The Committee may establish such procedures as it deems appropriate, including, for distributions of Common Stock, making irrevocable elections for the settlement of withholding obligations with Common Stock having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes.

Restriction on Issuance of Common Stock. Notwithstanding any other provision of this Agreement, the Grantee agrees, for himself or herself and his or her successors, that Common Stock will not be issued at any time that the Company does not have in effect a registration statement under the Securities Act of 1933, as amended, relating to the offer of Common Stock to the Grantee under the Plan, unless the Company agrees to permit such issuance. The   Grantee further agrees, for himself or herself and his or her successors, that, upon the issuance of any Common Stock, he or she will, upon the request of the Company, agree in writing that he or she is acquiring such shares for investment only and not with a view to resale, and that he    or she will not sell, pledge or otherwise dispose of such shares so issued unless and until (a) the Company is furnished with an opinion of counsel to the effect that registration of such shares pursuant to the Securities Act of 1933, as amended, is not required by that Act and the rules and regulations thereunder; (b) the staff of the Securities and Exchange Commission has issued a “no-action” letter with respect to such disposition; or (c) such registration or notification as is, in the opinion of counsel for the Company, required for the lawful disposition of such shares      has been filed by the Company and has become effective; provided, however, that the Company is not obligated hereby to file any such registration or notification. The Grantee further     agrees that the Company may place a legend embodying such restriction on the certificates evidencing such shares.

Non-Solicitation.  In consideration for the Grantee’s employment with the Company or with any of its affiliates and/or subsidiaries, the award of these Performance-Restricted Stock Units to the Grantee, and other good and valuable consideration (the sufficiency of which is acknowledged), the Grantee agrees that for a period of six (6) months immediately following termination of the Grantee’s employment for any reason, the Grantee will not directly or indirectly (a) solicit an employee to leave the employment of Company or any of its affiliates and/or subsidiaries; or (b) directly or indirectly solicit business from any clients, customers or prospective customers of

Company or any of its affiliates and/or subsidiaries whose identity became known to the Grantee during his or her employment with Company or any of its affiliates and/or subsidiaries.  This six-month limitation is not intended to impair the rights of Company and/or any of its affiliates or subsidiaries to prevent misappropriation of its confidential information beyond the six-month period.  The Committee shall have discretion to determine that all Performance-Hurdled Restricted Stock Units, whether or not vested, shall be forfeited in the event of the Grantee’s breach of this Paragraph 8, subject to applicable law.

Employment. Neither the Performance- Hurdled Restricted Stock Unit Award evidenced by this Agreement nor any term or provision of this Agreement shall constitute or be evidence of any understanding, express or implied, on the part of the Company or any of its Affiliates to employ the Grantee for any period. Whenever reference is made in this Agreement to the employment of the Grantee, it means employment by the Company or an Affiliate.

Beneficiary. The Committee may permit the Grantee to file with the Company a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation. In the absence of any such designation or if all designated beneficiaries predecease the Grantee, the Grantee’s estate shall be deemed to be the Grantee’s beneficiary.

Subject to the Plan. The Performance- Hurdled Restricted Stock Unit Award evidenced by this Agreement is subject to the terms and conditions of the Plan, which are incorporated herein by reference and made a part hereof, but the terms of the Plan shall not be considered an enlargement of any benefits under this Agreement. In addition, the Performance- Hurdled Restricted Stock Unit Award is subject to any rules and regulations promulgated by the Committee.  The Grantee’s receipt of the Performance-Hurdled Restricted Stock Unit Award constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan and this Agreement shall be final and binding on the Grantee and any other person claiming an interest in the Performance-Hurdled Restricted Stock Unit Award.

Company Policies. All amounts payable under the Agreement shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board of Directors from time to time.

Section 409A. The Performance- Hurdled Restricted Stock Unit Award is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. If a Performance- Hurdled Restricted Stock Unit and any Accrued Dividend Amount do not constitute a “nonqualified deferred compensation arrangement” subject to Section 409A of the Code, then the Performance- Hurdled Restricted Stock Unit and Accrued Dividend Amount shall be settled no later than the March 15th following the calendar year in which it became vested.

Governing Law. The validity, construction, interpretation and enforceability of this Agreement shall be determined and governed by the laws of the State of New York without giving effect to the principles of conflicts of laws.

Headings. The headings of the sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.