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                                                                   EXHIBIT 10.10

                   M&T BANK CORPORATION DIRECTORS' STOCK PLAN


1.       Name:

This plan shall be known as the M&T Bank Corporation Directors' Stock Plan (the
"Plan").

2.       Purpose and Intent:

The purpose of the Plan is to enable M&T Bank Corporation, a New York
corporation (the "Corporation"), to attract and retain persons of exceptional
ability to serve as directors of the Corporation and its subsidiaries and to
further align the interests of directors and stockholders in enhancing the value
of the Corporation's common stock (the "Common Stock"). The Plan provides for
the payment in Common Stock of all or a portion of the Annual Compensation paid
to each Non-employee Director. The Plan is effective as of January 1, 1998 (the
"Effective Date"), and shall continue in effect unless and until terminated by
the Board in accordance with Section 10 below.

3.       Definitions:

For purposes of the Plan, the following terms shall have the following meanings:

(a) "Annual Compensation" means the total annual compensation payable to a
Non-employee Director under the Corporation's compensation policies for
directors in effect from time to time.

(b) "Board" means the Board of Directors of the Corporation or any subsidiary
thereof.

(c) "Compensation Committee" means the Compensation Committee of the Board of
Directors of the Corporation.

(d) "Fair Market Value" of a share of Common Stock means the closing price on
the date immediately preceding the Payment Date of a share of Common Stock on
the New York Stock Exchange (or such other principal securities exchange on
which the shares of the Common Stock are traded if such shares are no longer
traded on the New York Stock Exchange).

(e) "Non-employee Director" means an individual who is a member of the Board,
but who is not a salaried officer of the Corporation or any of its subsidiaries.

(f) "Payment Date" of Annual Compensation in any calendar year means the first
business day following the last business day of a calendar quarter on which the
Fair Market Value of shares of the Common Stock are quoted on the New York Stock
Exchange (or such other principal securities exchange on which the shares of the
Common Stock are traded if such shares are no longer traded on the New York
Stock Exchange).



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4.       Administration:

The Compensation Committee shall be responsible for administering the Plan. The
Compensation Committee shall have all of the powers necessary to enable it to
properly carry out its duties under the Plan. Not in limitation of the
foregoing, the Compensation Committee shall have the power to construe and
interpret the Plan and to determine all questions that shall arise thereunder.
The Compensation Committee shall have such other and further specified duties,
powers, authority and discretion as are elsewhere in the Plan either expressly
or by necessary implication conferred upon it. The Compensation Committee may
authorize such agents as it may deem necessary for the effective performance of
its duties, and may delegate to such agents such powers and duties as the
Compensation Committee may deem expedient or appropriate that are not
inconsistent with the intent of the Plan. The decision of the Compensation
Committee upon all matters within its scope of authority shall be final and
conclusive on all persons, except to the extent otherwise provided by law.

5.       Shares Available:

Shares issued under the Plan shall be issued out of the authorized but unissued
shares of Common Stock or treasury shares, as the Compensation Committee shall
determine.

6.       Shares for Annual Compensation:

The Annual Compensation payable to a Non-employee Director on or after the
Effective Date shall be paid in accordance with this Section 6. Each
Non-employee Director shall file with the Corporation a form under which such
Non-employee Director shall elect to have Annual Compensation paid either (i)
fifty percent (50%) in shares of Common Stock and fifty percent (50%) in cash,
or (ii) one hundred percent (100%) in shares of Common Stock. Such election may
be changed by the Non-employee Director at least fifteen days prior to the end
of any calendar quarter, effective as of the first day of the following calendar
quarter. The total number of shares of Common Stock to be paid under this
Section to a Non-employee Director with respect to Annual Compensation shall be
determined by dividing the amount of such Annual Compensation payable in shares
of Common Stock by the Fair Market Value of the Common Stock on the applicable
Payment Date. In no event shall the Corporation be obligated to issue fractional
shares under this Section, but instead shall pay the amount that would
constitute a fractional share in cash based on the Fair Market Value of the
Common Stock on the Payment Date.

7.       Adjustments in Authorized Shares:

In the event of any change in corporate capitalization, such as a stock split,
or a corporate transaction, such as any merger, consolidation, separation,
including a spin-off, or other distribution of stock or property of the
Corporation, any reorganization (whether or not such reorganization comes within
the definition of such term in Internal Revenue Code Section 368) or any partial
or complete liquidation of the Corporation, such adjustment shall be made in the
number and class of


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shares which may be paid under the Plan, as may be determined to be appropriate
and equitable by the Compensation Committee in its sole discretion.

8.       Resales of Shares:

The Corporation may impose such restrictions on the sale or other disposition of
shares paid under this Plan as the Compensation Committee deems necessary to
comply with applicable securities laws. Certificates for shares paid under this
Plan may bear such legends as the Corporation deems necessary to give notice of
such restrictions.

9.       Compliance with Law and Other Conditions:

No shares shall be paid under this Plan prior to compliance by the Corporation,
to the satisfaction of its counsel, with any applicable laws. The Corporation
shall not be obligated to (but may in its discretion) take any action under
applicable federal or state securities laws (including registration or
qualification of the Plan or the Common Stock) necessary for compliance
therewith in order to permit the payment of shares hereunder, except for actions
(other than registration or qualification) that may be taken by the Corporation
without unreasonable effort or expense and without the incurrence of any
material exposure to liability.

10.      Amendment, Modification and Termination of the Plan:

The Board of Directors of the Corporation shall have the right and power at any
time and from time to time to amend the Plan in whole or in part and at any time
to terminate the Plan; provided, however, that the provisions of Section 6 of
the Plan cannot be amended more than once every six (6) months to the extent
such restriction is necessary to insure that awards of Common Stock paid under
the Plan are exempt from the short-swing profit recovery rules of Section 16(b)
of the Securities Exchange Act of 1934.

11.      Miscellaneous:

The Plan shall be construed, administered, regulated and governed in all
respects under and by the laws of the United States to the extent applicable,
and to the extent such laws are not applicable, by the laws of the state of New
York. The Plan shall be binding on the Corporation and any successor in interest
of the Corporation.


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