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                                                                   Exhibit 10.28

                              M&T BANK CORPORATION

                          EMPLOYEE STOCK PURCHASE PLAN

      1. Definitions. In this Plan, except where the context otherwise
indicates, the following definitions apply:

            1.1. "Account" means a bookkeeping account established and
maintained hereunder by the Administrator or its designee in the name of each
Participant. The term "Account" shall not include a Brokerage Account.

            1.2. "Administrator" means the Nomination and Compensation Committee
of the Board of the Corporation.

            1.3. "Affiliate" means a parent or subsidiary corporation of the
Corporation, as defined in Code Sections 424(e) and (f) (but substituting "the
Corporation" for "employer corporation"), including parents or subsidiaries of
the Corporation that become such after adoption of the Plan.

            1.4. "Board" means the Board of Directors of the Corporation.

            1.5. "Brokerage Account" means an account established and maintained
by a broker-dealer or financial institution in the name of each Participant to
which shall be transferred Shares purchased hereunder on behalf of such
Participant. In addition, the Administrator may transfer cash to a Participant's
Brokerage Account in the event a cash refund is owed to such Participant under
any provision of the Plan.

            1.6. "Business Day" means any day other than a Saturday, Sunday or
legal holiday in New York, New York, except as otherwise determined by the
Administrator.

            1.7. "Code" means the Internal Revenue Code of 1986, as amended.

            1.8. "Common Stock" means the common stock, par value $.50 per
share, of the Corporation.

            1.9. "Compensation" means the sum of the following amounts paid to
an Employee by the Corporation and its Designated Affiliates during the Plan
Year: (a) the Employee's base salary for such Plan Year, and (b) if the
Employee's sales commissions for the calendar year in which such Plan Year
begins are expected to exceed 50% of his total salary from the Corporation and
its Designated Affiliates for such calendar year, 75% of the Employee's sales
commissions for such Plan Year. All forms of compensation paid in addition to
base salary, (including, but not limited to, bonuses, overtime, commissions, and
incentives), other than the commissions described in (b) above, shall be
excluded from Compensation.

            1.10. "Corporation" means M&T Bank Corporation, a New York
corporation, and any successor thereto.
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            1.11. "Designated Affiliate" means any Affiliate that has been
designated by the Board or the Administrator as eligible to participate in the
Plan.

            1.12. "Employee" means any individual who is an employee of the
Corporation or a Designated Affiliate other than an individual (a) who is a
"highly compensated employee" (within the meaning of Code Section 414(q)) of the
Corporation or a Designated Affiliate and an executive of the Corporation or a
Designated Affiliate at the Administrative Vice President level or any higher
level; or (b) who has not attained age 18 or is classified by the Corporation or
a Designated Affiliate as a "fixed-term" employee and who (i) has been employed
by the Corporation and its Designated Affiliates less than two years, or (ii)
customarily works 20 hours or less per week or not more than five months in any
calendar year. The status of an individual as an Employee shall not be affected
by a leave of absence from employment with the Corporation or a Designated
Affiliate, as the case may be, provided that such leave is for a period of not
more than 90 days or reemployment upon the expiration of such leave is
guaranteed by contract, policy, or statute.

            1.13. "Enrollment Form" means the form prescribed by the
Administrator (or its designee) that shall be (a) completed and executed by an
Employee (through written, telephonic, or electronic means, or through other
means of communication) who elects to participate in the Plan, and (b) filed
(through written, telephonic, or electronic means, or through other means of
communication) with the Administrator (or its designee).

            1.14. "Exercise Date" means August 31 of each Plan Year and/or such
other date(s) as may be specified by the Administrator; provided, however, that,
if any Exercise Date shall not be a Business Day in any Plan Year, then for
purposes of that Plan Year such Exercise Date shall be the first Business Day
following such Exercise Date.

            1.15. "Fair Market Value" means, unless otherwise determined by the
Administrator, an amount equal to the regular closing price (not taking into
account extended trading sessions) for a Share on a given date on the New York
Stock Exchange, as reported by the New York Stock Exchange, or, if such price
quotations of the Common Stock are not then reported, then the fair market value
of a Share, as determined by the Administrator, pursuant to a reasonable method
adopted in good faith for such purpose.

            1.16. "Notice" means a notice provided by an Employee to the
Administrator (or its designee) in such form (which may be written, telephonic,
electronic, or other means of communication) as may be specified by the
Administrator (or its designee).

            1.17. "Offering Date" means September 1 of each Plan Year and/or
such other date(s) as may be specified by the Administrator; provided, however,
that, if any Offering Date shall not be a Business Day in any Plan Year, then
for purposes of that


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Plan Year such Offering Date shall be the first Business Day following such
Offering Date.

            1.18. "Option" means an option granted pursuant to Section 8 hereof.

            1.19. "Option Period" means the period beginning on an Offering Date
and ending on the next succeeding Exercise Date.

            1.20. "Option Price" means the purchase price of shares of Common
Stock hereunder as provided in Section 9 hereof.

            1.21. "Participant" means any Employee who (a) is eligible to
participate in the Plan under Section 5 hereof, and (b) elects with respect to
an Option Period to participate in this Plan pursuant to Section 5 hereof.

            1.22. "Plan" means the M&T Bank Corporation Employee Stock Purchase
Plan, as amended from time to time.

            1.23. "Plan Year" means the 12-month period beginning September 1 of
each calendar year and ending on the next following August 31.

            1.24. "Share" means a share of Common Stock.

      2. Purpose

      The purpose of this Plan is to provide Employees of the Corporation and
its Designated Affiliates with an opportunity to purchase shares of Common Stock
of the Corporation and thereby to encourage Employee participation in the
ownership and economic success of the Corporation. It is the Corporation's
intention that this Plan qualify as an employee stock purchase plan under Code
Section 423 and be construed in a manner consistent with the requirements
thereof.

      3. Administration of Plan

            3.1. The Administrator shall administer the Plan. Subject to the
provisions of the Plan, the Administrator shall have plenary authority and full
power to:

                  (a) Construe and interpret the Plan and any Enrollment Form or
Notice;

                  (b) Prescribe, adopt, amend and rescind rules and regulations
not inconsistent with the Plan or Code Section 423 relating to, and, in the
Administrator's discretion, deemed desirable and appropriate for, the
administration of the Plan, including, but not limited to, (i) determining
whether, when and to what extent to credit Accounts with interest, (ii)
determining the time and manner in which to refund amounts credited to a
Participant's Account upon such Participant's withdrawal from, or termination of
eligibility to participate in, the Plan, (iii) specifying Offering Dates and
Exercise Dates, including special Offering Dates for Employees who do not
satisfy the


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Plan's service requirements on or before a regular Offering Date, to the extent
permitted by Treasury Regulation Section 1.423-2(f)(4), (iv) specifying the
duration of any Option Period, provided, however, that in no event may the
duration of any Option Period exceed one year, and (v) specifying Option Prices;
and

                  (c) Make all other determinations deemed necessary or
advisable for the administration of the Plan.

            3.2. The interpretations, determinations and decisions of the
Administrator in respect of the Plan shall be final, binding and conclusive.

            3.3. Notwithstanding any other provision of the Plan, the
Administrator shall have the authority to appoint any other person (or persons)
or entity (or entities) to manage the Plan (or specified aspects thereof) and to
delegate to them such authority with respect to the administration of the Plan
as the Administrator, in its sole discretion, deems advisable from time to time.

      4. Effective Date; Term of Plan

            4.1. The Plan shall become effective as of September 1, 2002. For
purposes of qualifying the Plan under Code Section 423, the Plan shall be
submitted for approval by the Corporation's stockholders at the Corporation's
2003 annual meeting of stockholders or at a special meeting of the Corporation's
stockholders to be held prior to the date that is 12 months after the date the
Plan is adopted by the Board.

            4.2. Unless sooner terminated pursuant to Section 16 or 23 hereof,
the Plan shall terminate on the earlier of the 10th anniversary of the date on
which the Plan is adopted by the Board or approved by the Corporation's
stockholders. Upon any termination of the Plan, the amount, if any, credited to
each Participant's Account, including interest, if any, shall be refunded, in
the manner prescribed by the Administrator, to each such Participant or, in
cases where such a refund may not be possible, otherwise disposed of in
accordance with policies and procedures prescribed by the Administrator.

      5. Eligibility

      Any Employee shall be eligible to participate in the Plan as of the first
Offering Date occurring at least 30 days after becoming an Employee. An eligible
Employee may become a Participant as of such Offering Date or as of any
subsequent Offering Date by executing and filing an Enrollment Form with the
Administrator (or its designee) on or before the date prescribed by the
Administrator (or its designee). Notwithstanding any other provision of this
Plan, no Employee may participate in the Plan if, immediately after an Offering
Date, such Employee would be deemed for purposes of Code Section 423(b)(3) to
possess 5% or more of the total combined voting power or value of all classes of
stock of the Corporation or any Affiliate.


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      6. Payroll Deductions

            6.1. Payment by a Participant for Shares to be purchased by the
Participant under the Plan shall be made by authorized after-tax payroll
deductions from the portion of Compensation paid to the Participant on each
payday during an Option Period of a whole percentage, from one percent to 10
percent, of such Compensation in accordance with the Enrollment Form executed by
the Participant.

            6.2. Payroll deductions for each Option Period shall commence on the
first payday following the Offering Date for the applicable Option Period and
shall end on the last payday prior to the Exercise Date of the applicable Option
Period.

            6.3. All amounts deducted from a Participant's Compensation pursuant
to this Section 6 shall be credited to such Participant's Account. A Participant
may not make any payments or contributions to his Account other than payroll
deductions pursuant to the provisions of this Section 6.

            6.4. A Participant may not increase or decrease the percentage of
his payroll deductions during any Option Period, except that he may discontinue
payroll deductions during any Option Period. If a Participant elects to
discontinue payroll deductions during any Option Period pursuant to this Section
6.4, he shall withdraw from the Plan in accordance with Section 19 hereof.

            6.5. If a Participant does not withdraw from the Plan during an
Option Period and he so elects, his Enrollment Form shall remain effective for
subsequent Option Periods. If a Participant does not elect to have his
Enrollment Form remain effective for subsequent Option Periods, he must complete
a new Enrollment Form for the any such subsequent Option Period in order to
participate in the Plan during any such subsequent Option Period.

            6.6. Notwithstanding any election to the contrary under Section 6.5
hereof, a Participant may increase or decrease the percentage of his payroll
deductions for any subsequent Option Period by executing and filing a new
Enrollment Form with the Administrator (or its designee) on or before the date
prescribed by the Administrator (or its designee).

      7. Interest Credits

      The Administrator may, but shall not be obligated to, credit each
Participant's Account with interest, at such rate and at such times as shall be
determined by the Administrator.

      8. Grant of Option

      Subject to the provisions of the Plan, on the Offering Date for each
Option Period, each Participant shall be granted an Option to purchase the
largest number of whole Shares that can be purchased with the Participant's
Account balance as of the Exercise Date for such Option Period. The number of
whole Shares purchased during an Option


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Period shall be determined by (a) dividing the Participant's Account balance as
of such Exercise Date by the Option Price per Share, and (b) rounding the number
obtained in clause (a) down to the nearest whole number.

      9. Option Price

      The Option Price per Share purchased by a Participant pursuant to the
exercise of an Option shall be 90 percent of Fair Market Value of a Share on the
Offering Date, or such other amount as may be specified by the Administrator,
but in no event shall the Option Price per Share be less than the greater of (a)
the par value per share of the Common Stock, or (b) the lesser of (i) 85% of the
Fair Market Value of a Share on the Offering Date of the Option, or (ii) 85% of
the Fair Market Value of a Share on the Exercise Date of the Option.

      10. Purchase of Shares

            10.1. Subject to the provisions of the Plan, on the Exercise Date
for each Option Period, the Option granted to each Participant under Section 8
hereof on the Offering Date for such Option Period shall be exercised
automatically, and the largest number of whole Shares subject to such Option
shall be purchased by the Participant by charging the Participant's Account with
the amount equal to the product of (a) the Option Price of such Option, and (b)
the number of Shares covered by the Option as determined in accordance with
Section 8 hereof. If any balance remains in the Participant's Account after the
purchase of Shares on an Exercise Date for an Option Period, such remaining
Account balance, including interest, if any, shall be refunded, in the manner
prescribed by the Administrator, to the Participant on or as soon as practicable
after such Exercise Date.

            10.2. Notwithstanding any provision hereunder, if on the Exercise
Date for an Option Period the Fair Market Value of a Share is less than the
Option Price for such Share, then (a) the Option granted to each Participant
under Section 8 hereof on the Offering Date of such Option Period shall be
cancelled, (b) no Participant shall purchase any Shares on the Exercise Date of
such Option Period under Section 10.1 hereof, and (c) the full amount of each
Participant's Account balance, including interest, if any, shall be refunded, in
the manner prescribed by the Administrator, to each such Participant on or as
soon as practicable after the Exercise Date for such Option Period. If this
Section 10.2 applies for any Option Period, a Participant's Enrollment Form in
effect for such Option Period shall continue in effect for the next succeeding
Option Period unless the Participant elects otherwise under Section 6.5 hereof
or files a new Enrollment Form in accordance with Section 6.6 hereof or
withdraws from the Plan in accordance with Section 19 hereof.

      11. Limitations on Purchase

      Subject to adjustment pursuant to Section 15 hereof, no Participant shall
purchase more than 5,000 Shares with respect to any Option Period.
Notwithstanding any provision of this Plan to the contrary, no Participant shall
be granted an Option under


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Section 8 hereof that gives the Participant the right to purchase Shares that
will exceed the limitations imposed by Code Section 423(b)(8) (relating to an
annual $25,000 per Participant limitation on purchases of Shares under the
Plan).

      12. Transferability of Rights

      During a Participant's lifetime, an Option granted to a Participant
hereunder shall be exercisable only by the Participant. Neither amounts credited
to a Participant's Account nor any rights of a Participant with regard to an
Option may be assigned, alienated, encumbered, transferred, pledged or otherwise
disposed of in any way by the Participant other than by will or the laws of
descent and distribution. Any attempt by a Participant to make any such
prohibited assignment, alienation, encumberment, transfer, pledge or disposition
shall be null and void and without effect, provided that the Administrator (or
its designee) may treat any such attempted assignment, transfer, pledge or
disposition as a withdrawal Notice in accordance with Section 19 hereof.

      13. Delivery

      As promptly as practicable after each Option Period, the Corporation shall
arrange for the Shares purchased by each Participant on the Exercise Date for
such Option Period to be delivered to the custodian of the Participant's
Brokerage Account.

      14. Common Stock Subject to the Plan

            14.1. Subject to adjustment as provided in Section 15 hereof, there
is hereby reserved for issuance upon exercise of Options granted under the Plan
an aggregate of 1,000,000 Shares.

            14.2. If an Option shall terminate or be cancelled for any reason
without being exercised under Section 10 hereof, the unissued Shares which had
been subject to such Option shall continue to be reserved for issuance and shall
be available for the grant of additional Options and for issuance and sale under
the Plan.

      15. Capital Adjustments

      In the event of any change or adjustment in the outstanding Shares by
reason of any stock dividend, stock split (or reverse stock split),
recapitalization, reclassification, reorganization, reincorporation, combination
or exchange of shares, merger, consolidation, liquidation or other similar
change in corporate structure or otherwise, the Administrator, in its
discretion, may make or provide for a substitution for, or adjustment in, (a)
the number and class of stock or other securities that may be reserved for
purchase or purchased under the Plan, (b) the number of Shares covered by each
Option that has not yet been exercised, (c) the maximum number of Shares that
may be purchased by a Participant with respect to any Option Period, (d) the
Option Price, and (e) the aggregate number and class of Shares that may be
issued and purchased under the Plan.


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      16. Insufficient Shares

      Notwithstanding any provision of this Plan to the contrary, if the
aggregate funds available for the purchase of Shares on any Exercise Date would
cause an issuance of Shares in excess of the number of Shares then available for
issuance and sale under the Plan, then (a) the Administrator shall
proportionately reduce the number of Shares which would otherwise be purchased
by each Participant on such Exercise Date in order to eliminate such excess, and
(b) the Plan shall automatically terminate immediately after such Exercise Date.
In such event, the Corporation shall give notice of such reduction to each
Participant affected thereby.

      17. Confirmation

      Each purchase of Shares under the Plan by a Participant shall be confirmed
by the Corporation in writing to the Participant.

      18. Rights as Stockholders

      Shares purchased by a Participant on any Exercise Date shall, for all
purposes, be deemed to have been issued, sold and transferred to the Participant
as of the close of business on such Exercise Date. Prior to such time, none of
the rights or privileges of a stockholder of the Corporation shall exist with
respect to such Shares, and the Participant shall have no interest, or voting or
dividend rights, in such Shares.

      19. Voluntary Withdrawal from the Plan

      A Participant may withdraw from participation in the Plan during an Option
Period by filing with the Administrator (or its designee) a withdrawal Notice on
or before the date prescribed by the Administrator (or its designee). Upon
withdrawal, (a) the entire amount of a Participant's Account balance, including
interest, if any, shall be refunded to the Participant at the time and in the
manner prescribed by the Administrator, but no such refund shall be made later
than the Exercise Date coincident with or immediately following the date of the
Participant's withdrawal from the Plan (or as soon as practicable thereafter),
(b) the Participant's Option for the Option Period during which the Participant
filed a withdrawal Notice automatically shall terminate, (c) the Participant
shall not purchase any Shares under Section 10 hereof on the Exercise Date for
such Option Period, (d) no further payroll deductions for the purchase of Shares
under the Plan may be made by the Participant during such Option Period, and (e)
the withdrawing Participant shall cease to be a Participant with respect to
subsequent Option Periods. Any Participant who withdraws from the Plan pursuant
to this Section 19 may again become a Participant with respect to subsequent
Option Periods in accordance with Section 5 hereof.

      20. Sale or Withdrawal of Shares from Account

            20.1. During the first two years from the Offering Date for an
Option Period, a Participant may not elect to withdraw Shares acquired on the
Exercise Date for such Option Period from his


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Brokerage Account or transfer such Shares from his Brokerage Account to an
account of the Participant maintained with a broker-dealer, financial
institution or other person or entity, but he may sell or otherwise transfer
title to such Shares at any time. Such sales and title transfers shall be
effectuated only by the custodian of the Participant's Brokerage Account on the
Participant's behalf. Sales and other title transfers shall be subject to any
fees imposed in accordance with Section 32 hereof.

            20.2. Following the completion of two years from the Offering Date
for an Option Period, a Participant may elect to withdraw Shares acquired on the
Exercise Date for such Option Period from his Brokerage Account in certificated
form or to transfer such Shares from his Brokerage Account to an account of the
Participant maintained with a broker-dealer, financial institution or such other
person or entity as may be permitted by the custodian of the Brokerage Account.
If a Participant elects to withdraw Shares, one or more certificates for whole
Shares shall be issued in the name of, and delivered to, the Participant, with
such Participant receiving cash in lieu of fractional Shares based on the Fair
Market Value of a Share on the date of withdrawal (such fractional Shares
resulting from the Participant's election to reinvest dividends, if any, paid on
Shares held in his Brokerage Account). If Shares are transferred from a
Participant's Brokerage Account to a broker-dealer, financial institution or
other permitted recipient, only whole Shares shall be transferred and cash in
lieu of any fractional Share shall be paid to such Participant based on the Fair
Market Value of a Share on the date of transfer (such fractional Shares
resulting from the Participant's election to reinvest dividends, if any, paid on
Shares held in his Brokerage Account). A Participant seeking to withdraw or
transfer Shares from his Brokerage Account shall provide instructions to the
custodian thereof in such manner and form as may be prescribed by such
custodian. Withdrawals and transfers shall be subject to any fees imposed in
accordance with Section 32 hereof.

            20.3. Upon termination of employment of a Participant for any
reason, (a) the Administrator (or its designee) shall cause the Participant's
Brokerage Account to continue to be maintained until the earlier of such time as
the Participant sells or otherwise transfers title to all Shares in his
Brokerage Account or two years after the Offering Date immediately preceding or
coincident with the date on which the Participant ceases to be employed by the
Corporation and its Affiliates, and (b) upon the expiration of such two-year
period, the Participant may elect to continue to maintain the Brokerage Account,
at the Participant's expenses, or to sell, withdraw or transfer the Shares
credited thereto, as permitted by the custodian of the Brokerage Account.

      21. Termination of Eligibility

            21.1. Except as provided in Section 21.2, 21.3 or 21.4 hereof, if a
Participant ceases to be an Employee during an Option Period, then (a) the
entire amount of his Account balance, including interest, if any, shall be
refunded to the Participant at the time and in the manner prescribed by the
Administrator, but no such refund shall be made later than the Exercise Date
coincident with or immediately following the date the Participant ceases to be
an Employee (or as soon as practicable thereafter), (b) such Participant's
Option for the Option Period during which such Participant ceases to be an


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Employee automatically shall terminate as of the date such Participant ceases to
be an Employee, (c) such Participant shall not purchase any Shares under Section
10 hereof on the Exercise Date for such Option Period, and (d) no further
payroll deductions for the purchase of Shares under the Plan may be made by such
Participant after he ceases to be an Employee.

            21.2. If a Participant ceases to be an Employee during an Option
Period by reason of death, such Participant or his beneficiary may elect either
(a) to be treated as a terminated Employee under Section 21.1 hereof and to have
the entire amount of his Account balance, including interest, if any, refunded
to him pursuant to Section 21.1 hereof, or (b) to have the entire amount of his
Account balance applied toward the purchase of Shares on the Exercise Date for
the Option Period in which the Participant dies. If a Participant's beneficiary
elects the option described in clause (b), no further payroll deductions for the
purchase of Shares under Section 10 hereof may be made on behalf of such
Participant after he dies.

            21.3. If a Participant ceases to be an Employee during an Option
Period by reason of (a) retirement under the normal or early retirement
provisions of the M&T Bank Corporation Pension Plan, or (b) disability under any
disability plan maintained by the Corporation or a Designated Affiliate, as the
case may be, within the three-month period ending on the Exercise Date for such
Option Period, such Participant may elect either (a) to be treated as a
terminated Employee under Section 21.1 hereof and to have the entire amount of
his Account balance, including interest, if any, refunded to him pursuant to
Section 21.1 hereof, or (b) to have the entire amount of his Account balance
applied toward the purchase of Shares on the Exercise Date for the Option Period
during which such Participant ceases to be an Employee. If such Participant
elects the option described in clause (b), no further payroll deductions for the
purchase of Shares under Section 10 hereof may be made by such Participant after
he ceases to be an Employee.

            21.4. If a Participant ceases to be an Employee during an Option
Period by reason of promotion to an executive position at the Administrative
Vice President level or higher, such Participant may elect either (a) to be
treated as a terminated Employee under Section 21.1 hereof and to have the
entire amount of his Account balance, including interest, if any, refunded to
him pursuant to Section 21.1 hereof, or (b) to have the entire amount of his
Account balance applied toward the purchase of Shares on the Exercise Date for
the Option Period in which the Participant is promoted. If a Participant elects
the option described in clause (b), payroll deductions for the purchase of
Shares under Section 10 hereof shall continue for the remainder of the Option
Period in which he is promoted and shall cease immediately upon the expiration
of such Option Period.

      22. Notices

      Any Notice that a Participant provides pursuant to the Plan shall be made
in such form and manner as prescribed by the Administrator (or its designee) and
any such Notice or other communications by a Participant to the Administrator
(or its designee)


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under or in connection with the Plan shall be effective when received by the
Administrator (or its designee).

      23. Termination or Amendment of Plan

            23.1. The Board may amend or terminate this Plan in any respect at
any time; provided, however, that, after this Plan has been approved by the
stockholders of the Corporation, no amendment or termination of the Plan shall
be made by the Board without approval of (a) the Corporation's stockholders to
the extent stockholder approval is required by applicable law or regulations or
the requirements of the principal securities exchange or interdealer quotation
system upon which the Common Stock then is listed or quoted, if any, and (b)
each affected Participant if such amendment or termination would adversely
affect his rights or obligations under any Option granted prior to the date of
such amendment or termination. No Options may be granted, no Shares may be
issued and no payroll deductions may be made under the Plan after any
termination of the Plan. In the event of the termination of the Plan during an
Option Period, the entire amount, if any, in the Participant's Account,
including interest, if any, shall be refunded, as soon as practicable after
termination of the Plan and in the manner prescribed by the Administrator, to
the Participant or, in the event of the Participant's death, to the beneficiary
designated by the Participant pursuant to Section 28 hereof.

            23.2. Notwithstanding Section 23.1 hereof, the Administrator shall
have the power to (a) change the duration and/or frequency of Option Periods
with respect to future offerings, (b) change the Option Price with respect to
future offerings, and (c) determine the extent to which interest, if any, will
be credited to Participant Accounts, without stockholder or Participant
approval. Any change in Option Period or Option Price, or in the amount of
interest, if any, to be credited to Participant Accounts during an Option
Period, shall be communicated to Participants prior to the scheduled beginning
of the first Option Period to be so affected.

      24. Use of Funds

      All funds received by the Corporation in connection with this Plan may be
used by the Corporation for any corporate purpose, and the Corporation shall be
under no obligation to segregate such funds.

      25. Legal Restrictions

            25.1. Notwithstanding any other provision of the Plan, the
Corporation shall not be obligated to issue or sell Shares under the Plan (a)
unless the approval of all regulatory bodies deemed necessary by the
Administrator have been obtained and unless the issuance, sale and delivery of
such Shares pursuant to the Plan shall comply, to the Administrator's complete
satisfaction, with all provisions of federal, state or local law deemed
applicable by the Administrator and all rules and regulations thereunder, and
the requirements of any securities exchange upon which the Common Stock may then
be listed or interdealer quotation system upon which the Common Stock is then
quoted, or


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(b) if the Corporation determines that the issuance, sale or delivery of such
Shares pursuant hereto would violate any applicable law or regulation.

            25.2. The Administrator (or, at the Administrator's direction, its
designee), may require any person acquiring Shares pursuant to the Plan
hereunder to represent to, and agree with, the Corporation in writing that such
person is acquiring the Shares without a view to distribution thereof. The
certificates for such Shares may include any legend that the Administrator deems
appropriate to reflect any restrictions on transfer. All certificates for Shares
issued pursuant to this Plan shall be subject to such stock transfer orders and
other restrictions as the Administrator may deem advisable under the rules,
regulations and other requirements of the Securities and Exchange Commission,
any stock exchange upon which the Common Stock is then listed or interdealer
quotation system upon which the Common Stock is then quoted, and any applicable
federal or state securities laws. The Administrator (or its designee) may place
or cause to be placed a legend or legends on any such certificates to make
appropriate reference to such restrictions.

      26. Governing Law

      The Plan and all rights and obligations thereunder shall be governed,
construed, administered and enforced in accordance with the laws of the State of
New York.

      27. Notice of Disposition of Shares

      Each Participant shall agree in such form as may be prescribed by the
Administrator (or its designee) to promptly provide Notice to the Administrator
(or its designee) of any disposition of Shares purchased under the Plan that
occurs within one year after the Exercise Date of the Option pursuant to which
such Shares were purchased.

      28. Designation of Beneficiary

      A Participant's Beneficiary shall be the Participant's beneficiary under
the M&T Bank Corporation Life Insurance Plan unless the Participant designates
otherwise. To designate a different beneficiary, a Participant may file with the
Administrator (or its designee) a written designation of beneficiary, which
designation shall be effective when filed with the Administrator (or its
designee). Such designation of beneficiary may be changed by the Participant in
writing at any time.

      29. Indemnification of Administrator

      In addition to such other rights of indemnification as they may have as
members of the Board or as the Administrator, each person serving as the
Administrator (either alone or with one or more other persons) shall be
indemnified by the Corporation against the reasonable expenses, including
attorneys' fees, actually and reasonably incurred in connection with the defense
of any action, suit or proceeding, or in connection with any appeal therein, to
which such person may be a party by reason of any action taken or failure to act
under or in connection with the Plan or any Option and against all amounts
reasonably paid by such person in settlement thereof or paid by such person in

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satisfaction of a judgment in any such action, suit or proceeding, if such
person acted in good faith and in a manner which such person believed to be in,
and not opposed to, the best interests of the Corporation.

      30. Reports

      Individual Accounts shall be maintained for all Participants. A statement
of Account shall be provided to each Participant as soon as possible following
the Exercise Date of each Option Period, which statement shall set forth the
amounts credited to the Participant's Account during such Option Period, the
Option Price per share for Shares purchased by the Participant on the Exercise
Date for such Option Period, the number of Shares purchased on the Exercise Date
for such Option Period, and the Participant's remaining Account balance after
the purchase of such Shares, if any, to be refunded to the Participant after the
Exercise Date for such Option Period.

      31. Withholding

      The Corporation or any Designated Affiliate shall be authorized to
withhold from any payment to be made to a Participant, including any payroll or
other payments not related to the Plan, amounts of withholding and other taxes
due in connection with any transaction under the Plan, including any disposition
of Shares acquired under the Plan. A Participant's enrollment in the Plan by
executing an Enrollment Form shall be deemed to constitute his consent to such
withholding. At the time of a Participant's exercise of an Option or the
disposition of Shares acquired under the Plan, the Corporation may require the
Participant to make other arrangements to satisfy tax withholding obligations as
a condition to exercise of rights or the distribution of Shares or other amounts
credited to the Participant's Account. If so required by the Administrator (or
its designee), a Participant shall provide Notice to the Corporation of sales
and other dispositions of Shares acquired under the Plan in order to permit the
Corporation to comply with tax laws and to claim any tax deductions to which the
Corporation may be entitled with respect to the Plan.

      32. Costs

      Costs and expenses incurred in the administration of the Plan and
maintenance of Accounts shall be paid by the Corporation, including annual fees
for maintenance of Brokerage Accounts pursuant to Sections 20.1, 20.2 and
20.3(a) hereof, provided that brokerage fees and commissions for the purchase of
Shares upon any reinvestment of dividends and in connection with distributions
shall be charged to Participants' Brokerage Accounts to the extent not paid by
the Corporation. The custodian of Participants' Brokerage Accounts may impose or
charge to Participants' Brokerage Accounts a reasonable fee for the withdrawal
of Shares in the form of stock certificates, and reasonable fees for other
services unrelated to the purchase of Shares under the Plan, to the extent
communicated to Participants by the custodian of Participants' Brokerage
Accounts in connection with the establishment thereof. In no event shall the
Corporation pay any brokerage fees and commissions for the sale of Shares
acquired under the Plan by a Participant.


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      33. Number and Gender.

      Where necessary or appropriate to the meaning hereof, the singular shall
be deemed to include the plural, the plural to include the singular, the
masculine to include the feminine and neuter, the feminine to include the
masculine and neuter, and the neuter to include the masculine and feminine.

      34. Miscellaneous

            34.1. The establishment of the Plan shall not confer upon any
Employee any legal or equitable right against the Corporation, any Affiliate or
the Administrator (or its designee), except as expressly provided in the Plan.

            34.2. Participation in this Plan shall not give an Employee any
right to be retained in the service of the Corporation or any Affiliate.

            34.3. Neither the adoption of the Plan nor its submission to, or
approval by, the stockholders of the Corporation shall be taken to impose any
limitations on the powers of the Corporation or its Affiliates to issue, grant,
or assume options otherwise than under this Plan, or to adopt other stock option
plans, stock purchase plans, or other plans, or to impose any requirement of
stockholder approval upon the same.


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