M&T BANK CORPORATION DEFERRED BONUS PLAN As Amended December 29, 2008 and Restated Effective January 1, 2005 ARTICLE I INTENT

"Beneficiary" means the person or persons designated by a Participant pursuant to Article VI hereof to receive any benefit payable pursuant to Section 5.1 hereof upon the Participant’s death.

"Bank" means Manufacturers and Traders Trust Company and its successors by merger, sale of assets or otherwise.

"Deemed Earnings" means the income earned or loss incurred with respect to a Participant's Deemed Investment Portfolio calculated as provided in Section 4.2.

"Deemed Investment Portfolio" means the hypothetical or deemed portfolio designated by a Participant as provided in Section 4.3.

"Deferral Date" means the January 1 of the calendar year in which the Deferred Bonus would have been paid to the Participant had it not been deferred pursuant to a Deferred Bonus Election.

"Deferred Bonus Agreement" means the written agreement entered into between a Participant and his Employer pursuant to which the Participant elects to defer payment of a specified portion of his Bonus in accordance with the terms of this Plan and such agreement.

"Eligible Employee" means an individual who is an employee of an Employer, who is eligible to participate in an Incentive Plan and who is designated by the Plan Administrator as eligible to participate in this Plan.

"Employer" means M&T Bank Corporation and each of its affiliates, any of whose employees are eligible to participate in an Incentive Plan.

"Incentive Plan" means the M&T Bank Corporation Annual Executive Incentive Plan and such other incentive plans of M&T Bank Corporation or its subsidiaries as the Plan Administrator may designate.

"Investment Option" means one of the options offered by the Plan Administrator for deemed investment of all or a portion of a Participant's Account in accordance with Article IV.

"M&T Bank Corporation Common Stock" means the Common Stock, par value $5.00 per share, of M&T Bank Corporation.

"M&T Bank Corporation Stock Deemed Investment Account" means that portion of an Account consisting of deemed shares of M&T Bank Corporation Common Stock.

"Participant" means an Eligible Employee who has deferred a portion of his Bonus pursuant to a Deferred Compensation Agreement and the terms of this Plan.

"Performance Year" means a calendar year during which services relating to a Bonus are performed.

"Plan" means this M&T Bank Corporation Deferred Bonus Plan, as set forth herein and amended from time to time.

"Plan Administrator" means such person or committee as may be designated by the Board to serve as such under this Plan.

"Post-2004 Deferred Bonus" means a Deferred Bonus that became or becomes fixed and nonforfeitable after December 31, 2004.

"Pre-2005 Deferred Bonus" means a Deferred Bonus that became fixed and nonforfeitable prior to January 1, 2005.

"Retirement" means, with respect to Post-2004 Deferred Bonuses, a Participant's Separation from Service.  For Pre-2005 Deferred Bonuses "Retirement" is defined under the terms of the Plan in effect on October 3, 2004.

"Retirement Savings Plan" means the M&T Bank Corporation Retirement Savings Plan.

"Separation from Service" means a Participant's separation from service within the meaning of Section 409A of the Code.

"Unforeseeable Emergency" means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant's spouse, or a dependent (as defined in Section 152 of the Code) of the Participant, loss of the Participant's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.  An event will be deemed to constitute an Unforeseeable Emergency under this Plan only if it represents the "occurrence of an unforeseeable emergency" within the meaning of Section 409A of the Code.

"Valuation Date" means each day on which the New York Stock Exchange is open for business.

Maintenance of Accounts.  The Plan Administrator shall establish a bookkeeping account (an "Account") for each Participant.  The amount of each Deferred Bonus shall be credited to such Participant's Account as of the date the Deferred Bonus would have been paid had it not been deferred pursuant to a Deferred Bonus Election.

M&T Bank Corporation Stock Deemed Investment Account.  A Participant's M&T Bank Corporation Deemed Investment Account shall be credited with the number of deemed or hypothetical shares of M&T Bank Corporation Common Stock in the same manner such shares would be determined under the Retirement Savings Plan.  In the event of any change in corporate capital capitalization, such as a stock split, or a corporate transaction,

Separate Accounting.  Within a Participant's Account, the Plan Administrator shall account separately for each of the Participant's Deferred Bonuses.  Such accounting shall conform to regulations and other guidance issued by the Department of the Treasury with respect to the maintenance of separate accounts for Pre-2005 Deferred Bonuses and Post- 2004 Deferred Bonuses so as to preclude the application of Section 409A of the Code to Pre-2005 Deferred Bonuses and Deemed Earnings.

Withdrawals for Unforeseeable Emergency.  If the Participant experiences an Unforeseeable Emergency, the Participant may request the Plan Administrator to make a distribution of all or a portion of the Account that is attributable to both Pre-2005 Deferred Bonuses and Post-2004 Deferred Bonuses and the accretions thereon.  The amount distributed with respect to the Unforeseeable Emergency shall not exceed the amounts necessary to satisfy the emergency plus the amount necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise by liquidation of the Participant's assets (to the extent such liquidation would not itself cause severe financial hardship).  Such withdrawal shall first be made from Pre-2005 Deferred Bonuses and only after such amounts are exhausted, shall a withdrawal be made from Post-2004 Deferred Bonuses.  The determination of whether a Participant has incurred an Unforeseeable Emergency shall be made by the Plan Administrator in accordance with Section 409A of the Code and with its interpretation of the foregoing rules.

Payment.  The payment to a Participant with respect to a Deferred Bonus (and Deemed Earnings thereon) shall be made in cash by the Participant's last Employer in the year with respect to which the Bonus deferred was payable; provided, however, that (a) if such Employer is owned directly or indirectly by a bank, the payment shall be made by such bank and (b) payment from a Participant's M&T Bank Corporation Stock Deemed Investment Account shall be made in M&T Bank Corporation Common Stock (except to the extent that payment in M&T Bank Corporation Common Stock would result in a fractional share, in which case the amount that would constitute a fractional share shall be paid in cash, based on the closing price of a share of M&T Bank Corporation Common Stock on the New York Stock Exchange, or such other principal securities exchange on which the shares of Common Stock are traded if such shares are no longer traded on the New York Stock Exchange, on the Valuation Date immediately preceding the date of payment).  Payments of a Participant Account which (x) is not being paid in a single payment and (y) contains a M&T Bank Corporation Stock Deemed Investment Account as well as other amounts in the Account, shall be made in both cash and M&T Bank Corporation Common Stock pro rata in accordance with the values of the Participant's M&T Bank Corporation Stock Deemed Investment Account and the balance of the Participant's Account.

Six-Month Delay for Payments Made on Separation From Service. In the case of a Participant who is a Specified Employee, payment of any portion of the Account attributable to Post-2004 Deferred Bonuses and the accretions thereon made on account of Separation from Service may not be made before the date that is six months after the date of Separation from Service (or, if earlier, the date of death of the Participant). Payment of any such portion of the Participant's Account balance shall be made or commence on the last day of the quarter in which occurs the six-month anniversary of the Participant's Separation from Service.  If installment payments are elected, each subsequent installment will be paid on the last day of the quarter in which occurs the anniversary of the Participant's Separation from Service.  For purposes of this Section

Tax Withholding.  The Plan Administrator may make such provisions and take such steps as it may deem necessary or appropriate for the reporting and withholding by the Employers of all Federal, state, local or other taxes required by law to be withheld or reported with respect to deferrals and payments under this Plan, including, without limitation, in the discretion of the Plan Administrator, (a) requiring the Participant (or Beneficiary, as the case may be) to pay, or provide for payment of, the amount of any such taxes, (b) deducting any such taxes from any amount otherwise payable to the Participant or Beneficiary in cash, including amounts payable under this Plan, or (c) reducing the number of shares of M&T Bank Corporation Common Stock otherwise payable under this Plan by an amount (based on the closing price of such shares on the Valuation Date immediately preceding the date the shares would otherwise have been paid) equal to the amount of any such taxes.

General.  The Plan Administrator shall be charged with the administration of this Plan. The Plan Administrator shall have all such powers as may be necessary to discharge its duties relative to the administration of this Plan, including by way of illustration and not limitation, discretionary authority to interpret and construe this Plan, to decide any  dispute arising hereunder, to determine the right of any individual with respect to participation herein, to determine the right of any Participant with respect to benefits payable under this Plan and to adopt, alter and repeal such administrative rules, regulations and practices governing the operation of this Plan as it, in its sole discretion, may from time to time deem advisable.  The Plan Administrator shall not be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan unless attributable to willful misconduct or lack of good faith.  The Plan Administrator shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by the Plan Administrator or an Employer with respect to this Plan.  The Plan Administrator, if an individual, or the members thereof if the Plan Administrator is a Committee, shall not participate in any action or determination regarding solely his or their own benefits payable hereunder.  Except as provided in Section 7.3 hereof, decisions of the Plan Administrator made in good faith shall be final, conclusive and binding upon all parties.

Claims Procedure.  Whenever the Plan Administrator denies, in whole or in part, a claim for benefits filed by any person (hereinafter referred to as a "Claimant"), the Plan Administrator shall transmit a written notice setting forth, in a manner calculated to be understood by the Claimant, a statement of the specific reasons for the denial of the claim, references to the specific provisions of this Plan on which the denial is based, a description of any additional needed material or information and why such material or information is necessary, and an explanation of the claims review procedure as set forth herein.  In addition, the written notice shall contain the date on which the notice was sent and a statement advising the Claimant that, within 90 days of the date on which such notice is received, he may obtain review of the Plan Administrator's decision.

Review Procedure.  Within 90 days of the date on which the notice of denial of claim is received by the Claimant, the Claimant or his authorized representative may request that the claim denial be reviewed by filing with the Plan Administrator a written request therefor, which request shall contain the following information:

Power to Amend or Terminate.  M&T Bank Corporation expects to continue this Plan indefinitely, but reserves the right to amend or terminate this Plan at any time, if, in its sole judgment, such amendment or termination is necessary or desirable.  Any such amendment or termination shall be made in writing by the Board or its designee, if applicable, and shall be effective as of the date specified in such document.  No amendment or termination of this Plan shall directly or indirectly deprive any Participant or Beneficiary of all or any portion of the amounts previously credited to the Participant's Account.  In the event of a termination of this Plan, M&T Bank Corporation (or any transferee, purchaser or successor entity) may elect, in its discretion, either to have the Employers make a single payment, at the time of such termination, of the Account balances on such date attributable solely to Pre-2005 Deferred Bonuses to Participants and Beneficiaries or to have the Employers make payments to such individuals at such time or times as provided under the terms of this Plan.  Further, in the event of the termination of this Plan, M&T Bank Corporation (or any transferee, purchaser or successor entity) may elect to accelerate the time and form of payment of the Account balances payable under the Plan by reason of any event(s) or condition(s) permitted under Section 409A of the Code, including, without limitation, a termination in connection with a "change of control" within the meaning of Section 409A of the Code.

Successor.  This Plan shall not be automatically terminated by a transfer or sale of an Employer or by the merger or consolidation of an Employer into or with any other corporation or other entity, but it shall be continued with respect to such Employer or its successor after such sale, merger or consolidation only if and to the extent that the transferee, purchaser or successor entity agrees to continue this Plan.  In the event this Plan is not continued with respect to such Employer or its successor by the transferee,

No Effect on Employment Rights. Nothing contained herein will confer upon any Participant the right to be retained in the service of an Employer nor limit the right of an Employer to discharge or otherwise deal with Participants without regard to the existence of this Plan.

Plan Unfunded.  Notwithstanding any provision herein to the contrary, the benefits offered hereunder shall constitute nothing more than unfunded, unsecured promises by each Employer to pay the amounts that such Employer is obligated to pay under this Plan. No provision shall at any time be made with respect to segregating any assets of any Employer for payment of any amounts hereunder.  No Participant, Beneficiary or any other person shall have any interest in any particular assets of the Employers by reason of the right to receive a benefit under this Plan, and any such Participant, Beneficiary or other person shall have only the rights of a general unsecured creditor of the Employer obligated to make payments to the Participant under this Plan.  Nothing contained in this Plan shall constitute a guaranty by the Employers or any other entity or person that the assets of any Employer will be sufficient to pay any amount hereunder.  All expenses and fees incurred in the administration of this Plan shall be paid by the Employers.

Binding on Employers, Employees and Their Successors.  This Plan shall be binding upon and inure to the benefit of the Employers, their successors and assigns and each Participant and his heirs, executors, administrators and legal representatives.  In the event of the merger or consolidation of an Employer with or into any other corporation, or in  the event substantially all of the assets of an Employer shall be transferred to another corporation, the successor corporation resulting from the merger or consolidation, or the transferee of such assets, as the case may be, shall, as a condition to the consummation of the merger, consolidation or sale, assume the obligations of such Employer hereunder as of the date of such merger, consolidation or transfer and shall be substituted for such Employer hereunder.

Spendthrift Provisions.  No amount payable under this Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge prior to actual receipt thereof by the payee; and any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge prior to such receipt shall be void; and the Employers shall not be liable in any manner for or subject to the debts, contracts, liabilities, torts or engagements of any person entitled to any benefit under this Plan.

Disclosure.  Each Participant shall receive a copy of this Plan, and the Plan Administrator will make available for inspection by any Participant a copy of the rules and regulations used by the Plan Administrator in administering this Plan.

State Law.  This Plan is established under and will be construed according to the laws of the State of New York to the extent that such laws are not preempted by ERISA.

Incapacity of Recipient.  In the event a Participant or Beneficiary is declared incompetent and a guardian, conservator or other person legally charged with the care of his person or of his estate is appointed, any amounts to which such Participant or Beneficiary is entitled under this Plan shall be paid to such guardian, conservator or other person legally charged with the care of his person or his estate.  Except as provided herein, when the Plan Administrator, in its sole discretion, determines that a Participant or Beneficiary is unable to manage his financial affairs, the Plan Administrator may direct the Employer, or Employers responsible for payment to make payments to any person for the benefit of such Participant or Beneficiary.

Unclaimed  Benefit.  Each Participant shall keep the Plan Administrator informed of his current address.  The Plan Administrator shall not be obligated to search for the whereabouts of any person.  If the location of a Participant is not made known to the Plan Administrator within three years after the date on which any payment of the Participant's benefit hereunder may be made, payment may be made as though the Participant had died at the end of the three-year period.  If, within one additional year after such three-year period has elapsed, or, within three years after the actual death of a Participant, whichever occurs first, the Plan Administrator is unable to locate the Beneficiary of the Participant, the Participant and his Beneficiary shall forfeit all rights to any payments under this Plan.

Elections, Applications, Notices.  Eve1y direction, revocation or notice authorized or required hereunder shall be deemed delivered to the Employers or the Plan Administrator as the case may be:  (a) on the date it is personally delivered to the Plan Administrator (with a copy to the Bank's General Counsel) at the Bank's executive offices at Buffalo, New York or (b) three business days after it is sent by registered or certified mail, postage prepaid, addressed to the Plan Administrator (with a copy to the Bank's General Counsel) at the offices indicated above, and shall be deemed delivered to a Participant or Beneficiary:  (a) on the date it is personally delivered to such individual, or (b) three business days after it is sent by registered or certified mail, postage prepaid, addressed to such individual at the last address shown for him on the records of the Employers.  Any notice required hereunder may be waived by the person entitled thereto.

Severability.  In the event any provision of this Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of this Plan. This Plan shall be construed and enforced as if such illegal or invalid provision had never been contained herein.

Headings.  The headings of Sections of this Plan are for convenience of reference only and shall have no substantive effect on the provisions of this Plan.