EX-10.1



 







EXHIBIT 10.1




M&T BANK CORPORATION DIRECTORS’ STOCK PLAN

(As Amended and Restated April 18, 2006)




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 as members of M&T Bank Corporation’s or M&T Bank’s Directors
Advisory Councils 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 and
Advisory Director. The Plan, as amended and restated, is effective as of July 1, 2006 (the
“Effective Date”), and shall continue in effect unless and until terminated by the Board of the
Corporation in accordance with Section 10 below.




3. Definitions:



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



(a) “Advisory Director” means any individual who is a current or future member of one or more of
the Directors Advisory Councils of M&T Bank Corporation or M&T Bank, but who is not a Non-employee
Director or a salaried officer of the Corporation or any of its subsidiaries.



(b) “Annual Compensation” means the total annual compensation payable to a Non-employee Director or
an Advisory Director under the Corporation’s or M&T Bank’s compensation policies for directors in
effect from time to time.



(c) “Board” means the Board of Directors of the Corporation or any subsidiary thereof.



(d) “Compensation Committee” means the Nomination, Compensation and Governance Committee of the
Board of the Corporation.



(e) “Directors Advisory Councils” means the Directors Advisory Council of M&T Bank Corporation and
current or future regional Directors Advisory Councils of M&T Bank with members appointed by the
Boards of M&T Bank Corporation and M&T Bank, respectively.



(f) “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).



(g) “M&T Bank” means Manufacturers and Traders Trust Company.




 









 




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



(i) “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).




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 or Advisory Director on or after
the Effective Date shall be paid in accordance with this Section 6. Each Non-employee Director or
Advisory Director shall file with the Corporation a form under which such Non-employee Director or
Advisory 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 or Advisory
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 or Advisory 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.




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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 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 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 ensure 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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