<PAGE>

                                                                  Exhibit (4)(f)

                     [DEBT] [PREFERRED STOCK] [COMMON STOCK]
                      [DEPOSITARY SHARES] WARRANT AGREEMENT

                        dated as of ___________ __, ____

                                     between

                              M&T BANK CORPORATION

                                       and

                    [NAME OF WARRANT AGENT], as Warrant Agent

                     [Debt] [Preferred Stock] [Common Stock]

                          [Depositary Shares] Warrants

                           Expiring _________ __, ____

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                   Page(s)
                                                                                                                   -------
<S>                                                                                                                <C>
ARTICLE I          -    ISSUANCE OF WARRANTS AND FORM, EXECUTION,
                        DELIVERY AND REGISTRATION OF WARRANT
                        CERTIFICATES..............................................................................    2

                        SECTION 1.01   Issuance of Warrants.......................................................    2
                        SECTION 1.02   Form, Execution and Delivery of Warrant
                                       Certificates...............................................................    2
                        SECTION 1.03   Transfer of Warrants.......................................................    4
                        SECTION 1.04   Lost, Stolen, Mutilated or Destroyed Warrant
                                       Certificates...............................................................    5
                        SECTION 1.05   Cancellation of Warrant Certificates.......................................    6
                        SECTION 1.06   Treatment of Holders [If Warrants are to be
                                       Issued in Book-Entry Form - and Beneficial
                                       Owners] of Warrant Certificates............................................    6

ARTICLE II         -    EXERCISE PRICE, DURATION AND EXERCISE OF
                        WARRANTS..................................................................................    7

                        SECTION 2.01   Exercise Price.............................................................    7
                        SECTION 2.02   Duration of Warrants.......................................................    7
                        SECTION 2.03   Exercise of Warrants.......................................................    7

ARTICLE III        -    OTHER PROVISIONS RELATING TO RIGHTS OF
                        HOLDERS [If Warrants are to be issued in Book-Entry
                        Form - AND BENEFICIAL OWNERS] OF WARRANTS................................................    10

                        SECTION 3.01   No Rights as Holders of Warrant Securities
                                       Conferred by Warrants or Warrant Certificates.............................    10
                        SECTION 3.02   Holder [If Warrants are to be issued in
                                       Book-Entry Form - and Beneficial Owner] of
                                       Warrant May Enforce Rights................................................    10

ARTICLE IV         -    CONCERNING THE WARRANT AGENT.............................................................    10

                        SECTION 4.01   Warrant Agent.............................................................    10
                        SECTION 4.02   Limitations on Warrant Agent's Obligations................................    10
                        SECTION 4.03   Compliance With Applicable Laws...........................................    12
                        SECTION 4.04   Resignation and Appointment of Successor..................................    12
</TABLE>

                                      -i-

<PAGE>

                            TABLE OF CONTENTS(CONT'D)

<TABLE>
<CAPTION>
                                                                                                                   Page(s)
                                                                                                                   -------
<S>                                                                                                                <C>
ARTICLE V          -    MISCELLANEOUS............................................................................    14

                        SECTION 5.01   Amendments................................................................    14
                        SECTION 5.02   Merger, Consolidation, Sale, Transfer
                                       or Conveyance.............................................................    15
                        SECTION 5.03   Notices and Demands to the Company and
                                       Warrant Agent.............................................................    15
                        SECTION 5.04   Addresses.................................................................    15
                        SECTION 5.05   GOVERNING LAW.............................................................    16
                        SECTION 5.06   Delivery of Prospectus....................................................    16
                        SECTION 5.07   Obtaining of Governmental Approvals.......................................    16
                        SECTION 5.08   Payment of Taxes..........................................................    16
                        SECTION 5.09   Benefits of Warrant Agreement.............................................    16
                        SECTION 5.10   Headings..................................................................    17
                        SECTION 5.11   Severability..............................................................    17
                        SECTION 5.12   Counterparts..............................................................    17
                        SECTION 5.13   Inspection of Agreement...................................................    17
</TABLE>

                                      -ii-

<PAGE>

                     [DEBT] [PREFERRED STOCK] [COMMON STOCK]
                      [DEPOSITARY SHARES] WARRANT AGREEMENT

[DEBT] [PREFERRED STOCK] [COMMON STOCK] [DEPOSITARY SHARES] WARRANT AGREEMENT,
dated as of ____________ __, ____ (as modified, amended or supplemented, this
"Agreement"), between M&T BANK CORPORATION, a New York corporation (the
"Company") and [NAME OF WARRANT AGENT], a _____________, as Warrant Agent (the
"Warrant Agent").

                               W I T N E S S E T H

         [If offer consists of Debt Securities with Warrants AND/OR Warrants to
Purchase Debt Securities - WHEREAS, the Company has entered into an Indenture,
dated as of ____________ __, ____ (the "Senior Indenture"), between the Company
and ______________ as trustee, providing for the issuance from time to time of
its unsecured senior debentures, notes or other evidences of indebtedness, and
an Indenture, dated as of ____________ __, ____ (the "Subordinated Indenture",
and together with the Senior Indenture, the Indentures"), between the Company
and ______________, as trustee (together with the trustee under the Senior
Indenture, the "Trustees"), providing for the issuance from time to time of its
unsecured subordinated debentures, notes or other evidences of indebtedness
(together with the securities issuable under the Senior Indenture, the "Debt
Securities"), to be issued in one or more series as provided in each Indenture;
and]

         [If Securities and Warrants are to be offered together - WHEREAS, the
Company proposes to sell [title of Securities being Offered] (the "Offered
Securities") together with warrants (each, a "Warrant") representing the right
to purchase [title of Securities purchasable upon exercise of Warrants] [If
Warrants for Depositary Shares are to be offered - , each representing 1/__th
interest in a share of [title of Securities represented by Depositary Shares]]
(the "Warrant Securities") [If Warrants for Depositary Shares are to be offered
- , which term shall also refer, as appropriate, to such [title of securities
represented by Depositary Shares]), such warrant certificates and other warrant
certificates issued pursuant to this Agreement being herein called the "Warrant
Certificates"; and]

         [If offer consists of Warrants alone - WHEREAS, the Company proposes to
sell warrant certificates evidencing one or more warrants (each, a "Warrant")
representing the right to purchase [title of Securities purchasable upon
exercise of Warrants] [If Warrants for Depositary Shares are to be offered - ,
each representing a 1/__th interest in a share of [title of securities
represented by the Depositary Shares]] (the "Warrant Securities" [If Warrants
for Depositary Shares are to be offered - , which term shall also refer, as
appropriate, to such [title of securities represented by the Depositary
Shares]), such warrant certificates and other warrant certificates issued
pursuant to this Agreement being herein called the "Warrant Certificates"; and]

<PAGE>

         WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing so to act, in connection with the
issuance, transfer, exchange, exercise and cancellation of the Warrants, and the
Company wishes to set forth in this Agreement, among other things, the
provisions of the Warrants, the form of the Warrant Certificates evidencing the
Warrants and the terms and conditions upon which the Warrants may be issued,
transferred, exchanged, exercised and canceled;

         NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:

                                    ARTICLE I

                    ISSUANCE OF WARRANTS AND FORM, EXECUTION,
                DELIVERY AND REGISTRATION OF WARRANT CERTIFICATES

         SECTION 1.01. Issuance of Warrants. Each Warrant shall represent the
right, subject to the provisions contained herein and therein, to purchase
[________] Warrant Securities [in the aggregate principal amount of $________]
at the Exercise Price set forth in Section 2.01. [If Securities and Warrants are
to be offered together - Warrants shall be issued in units with the Offered
Securities [If Warrants are not immediately detachable - and shall not be
separately transferable [Unless Warrants are not detachable: before ________ __,
____ (the "Detachment Date")]] .] [If Warrants are to be offered separately -
Warrants shall be issued as a separate security and shall be transferable from
and after the date of issuance.] [If Warrants are to be offered in Book-Entry
form - [All] [A portion] of the Warrants shall initially be represented by one
or more global certificates (each, a "Global Warrant Certificate").] [If
Securities and Warrants are to be offered together and in definitive form - Each
Warrant Certificate included in such a unit shall evidence [__________] Warrants
for each [$_____ principal amount of] [__________] Offered Securities included
in such unit.] [If Warrants are to be offered separately and in definitive form
- Each Warrant Certificate shall evidence [__________] Warrants.]

         SECTION 1.02.  Form, Execution and Delivery of Warrant Certificates.

         (a)      One or more Warrant Certificates evidencing Warrants to
purchase not more than [______] [$_______ in aggregate principal amount of]
Warrant Securities (except as provided in Sections 1.03, 1.04 and 2.03(e)) may
be executed by the Company and delivered to the Warrant Agent upon the execution
of this Warrant Agreement or from time to time thereafter.

         (b)      Each Warrant Certificate, whenever issued, shall be in
registered form substantially in the form set forth in Exhibit A hereto, with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Agreement. [If Warrants are issued in
Book-Entry form - Each Global Warrant Certificate shall bear such legend or
legends as may be required by the Depository in order for it to accept the
Warrants for its book-entry settlement system.] Each Warrant

                                       2

<PAGE>

Certificate shall be printed, lithographed, typewritten, mimeographed or
engraved on steel engraved borders or otherwise reproduced in any other manner
as may be approved by the officers executing the same (such execution to be
conclusive evidence of such approval) and may have such letters, numbers or
other marks of identification or designation and such legends or endorsements
printed, lithographed or engraved thereon as the officers of the Company
executing the same may approve (such execution to be conclusive evidence of such
approval) and as are not inconsistent with the provisions of this Agreement, or
as may be required to comply with any law or with any rule or regulation made
pursuant thereto, or with any regulation of any stock exchange on which the
Warrants [If Securities and Warrants are to be offered together - , the Offered
Securities] or the Warrant Securities may be listed, or to conform to usage.
Each Warrant Certificate shall be signed on behalf of the Company by its
Chairman of the Board, President or any Executive or Senior Vice President. The
signature of any such officer on any Warrant Certificate may be manual or
facsimile. Each Warrant Certificate, when so signed on behalf of the Company,
shall be delivered to the Warrant Agent together with an order for the
countersignature and delivery of such Warrants.

         (c)      The Warrant Agent shall, upon receipt of any Warrant
Certificate duly executed on behalf of the Company, countersign such Warrant
Certificate and deliver such Warrant Certificate to or upon the order of the
Company. Each Warrant Certificate shall be dated the date of its
countersignature.

         (d)      No Warrant Certificate shall be entitled to any benefit under
this Agreement or be valid or obligatory for any purpose, and no Warrant
evidenced thereby may be exercised, unless such Warrant Certificate has been
countersigned by the manual signature of the Warrant Agent. Such signature by
the Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence that such Warrant Certificate has been duly issued under the
terms of this Agreement.

         (e)      If any officer of the Company who has signed any Warrant
Certificate either manually or by facsimile signature shall cease to be such
officer before such Warrant Certificate shall have been countersigned and
delivered by the Warrant Agent, such Warrant Certificate nevertheless may be
countersigned and delivered as though the person who signed such Warrant
Certificate had not ceased to be such officer of the Company; and any Warrant
Certificate may be signed on behalf of the Company by such persons as, at the
actual date of the execution of such Warrant Certificate, shall be the proper
officers of the Company as specified in this Section 1.02, regardless of whether
at the date of the execution of this Agreement any such person was such officer.

         (f)      The Holders shall [If Warrants are to be issued in Book-Entry
form - , except as stated below with respect to Warrants evidenced by a Global
Warrant Certificate,] be entitled to receive Warrants in physical, certificated
form.

[If Warrants are to be issued in Book-Entry form - (g) A Global Warrant
Certificate may be exchanged for a new Global Warrant Certificate, or one or
more new Global Warrant Certificates may be issued, to reflect the issuance by
the Company of additional

                                       3

<PAGE>

Warrants. To effect such an exchange, the Company shall deliver to the Warrant
Agent one or more new Global Warrant Certificates duly executed on behalf of the
Company as provided in Section 1.02. The Warrant Agent shall authenticate each
new Global Warrant Certificate as provided in Section 1.02 and shall deliver
each new Global Warrant Certificate to the Depository. The Warrant Agent shall
cancel each Global Warrant Certificate delivered to it by the Depository in
exchange therefor, if any.]

         SECTION 1.03.  Transfer of Warrants.

         (a)      [If Warrants are to be issued in Book-Entry form - [All] [A
portion] of the Warrants shall initially be represented by one or more Global
Warrant Certificates deposited with [the Depository Trust Company] (the
"Depository") and registered in the name of [Cede & Co.], a nominee of the
Depository. The Depository, or such other entity as is agreed to by the
Depository, may hold each Global Warrant Certificate as custodian for
Depository. Except as provided for in Section 1.03(b) hereof, no person
acquiring Warrants traded on any securities exchange with book-entry settlement
through the Depository shall receive or be entitled to receive physical delivery
of definitive Warrant Certificates evidencing such Warrants. Ownership of
beneficial interests in the Warrants shall be shown on, and the transfer of such
ownership shall be effected through, records maintained by (i) the Depository or
its nominee for each Global Warrant Certificate, or (ii) institutions that have
accounts with the Depository (such institution, with respect to a Warrant in its
account, a "Participant").]

         (b)      [If Warrants are to be issued in Book-Entry form - If the
Depository subsequently ceases to make its book-entry settlement system
available for the Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In the event that the
receipts are not eligible for, or it is no longer necessary to have the Warrants
available in, book-entry form, the Warrant Agent shall provide written
instructions to the Depository to deliver to the Warrant Agent for cancellation
each Global Warrant Certificate, and the Company shall instruct the Warrant
Agent to deliver to the Depository definitive Warrant Certificates in physical
form evidencing such Warrants. Such definitive Warrant Certificates shall be in
the form annexed hereto as Exhibit A with appropriate insertions, modifications
and omissions, as provided above.]

         (c)      [If Securities and Warrants are to be offered together - [If
Warrants are not immediately detachable - Prior to the Detachment Date,]
Warrants may be transferred or exchanged only together with the Offered Security
to which such Warrant is attached, and only for the purpose of effecting, or in
conjunction with, a transfer or exchange of such Offered Security. Furthermore,
[If Warrants are not immediately detachable - on or prior to the Detachment
Date,] each transfer of an Offered Security on the register relating to such
Offered Securities shall operate also to transfer the Warrants to which such
Offered Security was initially attached. [If Warrants are not immediately
detachable - From and after the Detachment Date, the above provisions shall be
of no further force and effect.]

                                       4

<PAGE>

         (d)      A Warrant Certificate may be transferred at the option of the
Holder thereof upon surrender of such Warrant Certificate at the corporate trust
office of the Warrant Agent, properly endorsed or accompanied by appropriate
instruments of transfer and written instructions for transfer, all in form
satisfactory to the Company and the Warrant Agent [If Warrants are to be issued
in Book-Entry form - ; provided, however, that except as otherwise provided
herein or in any Global Warrant Certificate, each Global Warrant Certificate may
be transferred only in whole and only to the Depository, to another nominee of
the Depository, to a successor depository, or to a nominee of a successor
depository]. Upon any such registration of transfer, the Company shall execute,
and the Warrant Agent shall countersign and deliver, as provided in Section
1.02, in the name of the designated transferee a new Warrant Certificate or
Warrant Certificates of any authorized denomination evidencing in the aggregate
a like number of unexercised Warrants.

         (e)      [If Warrants are not immediately detachable - After the
Detachment Date,] Upon surrender at the corporate office of the Warrant Agent,
properly endorsed or accompanied by appropriate instruments of transfer and
written instructions for such exchange, all in form satisfactory to the Company
and the Warrant Agent, one or more Warrant Certificates may be exchanged for one
or more Warrant Certificates in any other authorized denominations; provided
that such new Warrant Certificate(s) evidence the same aggregate number of
Warrants as the Warrant Certificate(s) so surrendered. Upon any such surrender
for exchange, the Company shall execute, and the Warrant Agent shall countersign
and deliver, as provided in Section 1.02, in the name of the Holder of such
Warrant Certificates, the new Warrant Certificates.

         (f)      The Warrant Agent shall keep, at its corporate trust office,
books in which, subject to such reasonable regulations as it may prescribe, it
shall register Warrant Certificates in accordance with Section 1.02 and
transfers, exchanges, exercises and cancellations of outstanding Warrant
Certificates. Whenever any Warrant Certificates are surrendered for transfer or
exchange in accordance with this Section 1.03, an authorized officer of the
Warrant Agent shall manually countersign and deliver the Warrant Certificates
which the Holder making the transfer or exchange is entitled to receive.

         (g)      No service charge shall be made for any transfer or exchange
of Warrant Certificates, but the Company may require payment of a sum sufficient
to cover any stamp or other tax or other governmental charge that may be imposed
in connection with any such transfer or exchange.

         SECTION 1.04. Lost, Stolen, Mutilated or Destroyed Warrant
Certificates. Upon receipt by the Company and the Warrant Agent of evidence
satisfactory to them of the ownership of and the loss, theft, destruction or
mutilation of any Warrant Certificate and of indemnity satisfactory to them and,
in the case of mutilation, upon surrender of such Warrant Certificate to the
Warrant Agent for cancellation, then, in the absence of notice to the Company or
the Warrant Agent that such Warrant Certificate has been acquired by a bona fide
purchaser, the Company shall execute, and an authorized officer of the

                                       5

<PAGE>

Warrant Agent shall manually countersign and deliver, in exchange for or in lieu
of the lost, stolen, destroyed or mutilated Warrant Certificate, a new Warrant
Certificate of the same tenor and for a like number of Warrants. No service
charge shall be made for any replacement of Warrant Certificates, but the
Company may require the payment of a sum sufficient to cover any stamp or other
tax or other governmental charge that may be imposed in connection with any such
exchange. To the extent permitted under applicable law, the provisions of this
Section 1.04 are exclusive with respect to the replacement of mutilated, lost,
stolen or destroyed Warrant Certificates and shall preclude any and all other
rights or remedies.

         SECTION 1.05. Cancellation of Warrant Certificates. Any Warrant
Certificate surrendered to the Warrant Agent for transfer, exchange or exercise
of the Warrants evidenced thereby shall be promptly canceled by the Warrant
Agent and shall not be reissued and, except as expressly permitted by this
Agreement, no Warrant Certificate shall be issued hereunder in lieu thereof. The
Warrant Agent shall deliver to the Company from time to time or otherwise
dispose of canceled Warrant Certificates in a manner satisfactory to the
Company. Any Warrant Certificate surrendered to the Company for transfer,
exchange or exercise of the Warrants evidenced thereby shall be promptly
delivered to the Warrant Agent and such transfer, exchange or exercise shall not
be effective until such Warrant Certificate has been received by the Warrant
Agent.

         SECTION 1.06. Treatment of Holders [If Warrants are to be Issued in
Book-Entry Form - and Beneficial Owners] of Warrant Certificates. (a) The term
"Holder", as used herein, shall mean any person in whose name at the time any
Warrant Certificate shall be registered upon the books to be maintained by the
Warrant Agent for that purpose [If Securities and Warrants that are not
immediately detachable are offered - or, prior to the Detachment Date, the
person in whose name the Offered Security to which such Warrant Certificate was
initially attached is registered upon the register relating to such Offered
Securities. At all times prior to the Detachment Date, the Company will, or will
cause the registrar of the Offered Securities to, make available to the Warrant
Agent such information as to holders of the Offered Securities as may be
necessary to keep the Warrant Agent's records current]. [If Warrants are to be
issued in Book-Entry form - The Holder of each Global Warrant Certificate shall
initially be [Cede & Co.], a nominee of the Depository.]

         (a)      [If Warrants are to be issued in Book-Entry Form - The term
"Beneficial Owner" as used herein shall mean any person in whose name ownership
of beneficial interests in Warrants evidenced by a Global Warrant Certificate is
recorded in the records maintained by the Depository or its nominee, or by a
Participant [If Securities and Warrants that are not immediately detachable are
offered - , or, prior to the Detachment Date, the person in whose name the
Offered Security to which such Warrant Certificate was initially attached is
registered upon the register relating to such Offered Securities].]

         (b)      Every Holder [If Warrants are to be issued in Book-Entry form
- and every Beneficial Owner] consents and agrees with the Company, the Warrant
Agent and with every subsequent Holder [If Warrants are to be issued in
Book-Entry form - and

                                       6

<PAGE>

Beneficial Owner] that until the Warrant Certificate is transferred on the books
of the Warrant Agent, the Company and the Warrant Agent may treat the registered
Holder of such Warrant Certificate as the absolute owner of the Warrants
evidenced thereby for any purpose and as the person entitled to exercise the
rights attaching to the Warrants evidenced thereby, any notice to the contrary
notwithstanding.

                                   ARTICLE II

                EXERCISE PRICE, DURATION AND EXERCISE OF WARRANTS

         SECTION 2.01. Exercise Price. The exercise price of each Warrant shall
be $________ (the "Exercise Price") [modify as appropriate to reflect terms of
offered Warrants].

         SECTION 2.02. Duration of Warrants. [Subject to the limitations set
forth herein,] Each Warrant may be exercised in whole but not in part [Unless
Warrants may be exercised on only one date: on any Business Day (as defined
below) occurring during the period (the "Exercise Period") commencing on [its
date of issuance] [________ __, ___] and ending at 5:00 P.M., New York time,] on
__________ , ____ (the "Expiration Date"). Each Warrant remaining unexercised
after 5:00 P.M., New York time, on the Expiration Date shall become void, and
all rights of the Holder under this Agreement shall cease.

         As used herein, the term "Business Day" means any day which is not a
Saturday or Sunday and is not a legal holiday or a day on which banking
institutions generally are authorized or obligated by law or regulation to close
in New York.

         SECTION 2.03.  Exercise of Warrants.

         (a)      A Holder may exercise a Warrant by delivering, not later than
5:00 P.M., New York time, on [Unless Warrants may be exercised on only one date:
any Business Day during the Exercise Period (the "Exercise Date")] [If Warrants
may be exercised on only one date - the Expiration Date] to the Warrant Agent at
its corporate trust department (i) the Warrant Certificate evidencing the
Warrants to be exercised, [If Warrants are to be issued in Book-Entry form -
and, in the case of a Global Warrant Certificate, the Warrants to be exercised
(the "Book-Entry Warrants") free on the records of the Depository to an account
of the Warrant Agent at the Depository designated for such purpose in writing by
the Warrant Agent to the Depository from time to time,] (ii) an election to
purchase the Warrant Securities ("Election to Purchase"), properly completed and
executed by the Holder on the reverse of the Warrant Certificate [If Warrants
are to be issued in Book-Entry form - or, in the case of a Global Warrant
Certificate, properly executed by the Participant and substantially in the form
included on the reverse of each Warrant Certificate,] and (iii) the Exercise
Price for each Warrant to be exercised in lawful money of the United States of
America by certified or official bank check or by bank wire transfer in
immediately available funds. If any of (a) the Warrant Certificate [If Warrants
are to be issued in Book-Entry form - or the Book-Entry

                                       7

<PAGE>

Warrants,] (b) the Election to Purchase, or (c) the Exercise Price therefor, is
received by the Warrant Agent after 5:00 P.M., New York time, on [Unless
Warrants may be exercised on only one date: the specified Exercise Date, the
Warrants will be deemed to be received and exercised on the Business Day next
succeeding the Exercise Date. It the date specified as the Exercise Date is not
a Business Day, the Warrants will be deemed to be received and exercised on the
next succeeding day which is a Business Day. If the Warrants are received or
deemed to be received after] the Expiration Date, the exercise thereof will be
null and void and any funds delivered to the Warrant Agent will be returned to
the Holder [If Warrants are to be issued in Book-Entry form - or Participant, as
the case may be,] as soon as practicable. In no event will interest accrue on
funds deposited with the Warrant Agent in respect of an exercise or attempted
exercise of Warrants. The validity of any exercise of Warrants will be
determined by the Warrant Agent in its sole discretion and such determination
will be final and binding upon the Holder and the Company. Neither the Company
nor the Warrant Agent shall have any obligation to inform a Holder of the
invalidity of any exercise of Warrants. The Warrant Agent shall deposit all
funds received by it in payment of the Exercise Price in the account of the
Company maintained with the Warrant Agent for such purpose and shall advise the
Company by telephone at the end of each day on which funds for the exercise of
the Warrants are received of the amount so deposited to its account. The Warrant
Agent shall promptly confirm such telephonic advice to the Company in writing.
(b) The Warrant Agent shall, by 11:00 A.M. on the Business Day following the
[Unless Warrants may be exercised on only one date: Exercise Date of any
Warrant] [If Warrants may be exercised on only one date - Expiration Date],
advise the Company and the [Trustee under the Indenture applicable to] [the
transfer agent and registrar in respect of] the Warrant Securities issuable upon
such exercise as to the number of Warrants exercised in accordance with the
terms and conditions of this Agreement, the instructions of each Holder [If
Warrants are to be issued in Book-entry Form - or Participant, as the case may
be,] with respect to delivery of the Warrant Securities issuable upon such
exercise, and the delivery of definitive Warrant Certificates [If Warrants are
to be issued in Book-Entry form - or one or more Global Warrant Certificates, as
appropriate,] evidencing the balance, if any, of the Warrants remaining after
such exercise, and such other information as the Company or such [Trustee]
[transfer agent and registrar] shall reasonably require.

         (c)      The Company shall, by 5:00 P.M., New York time, on the third
Business Day next succeeding the [Unless Warrants may be exercised on only one
date: Exercise Date of any Warrant] [If Warrants may be exercised on only one
date - Expiration Date], execute, issue and deliver to the Warrant Agent,
[pursuant to the Indenture applicable to the Warrant Securities, the Warrant
Securities, duly authenticated by the Trustee of such Indenture and in
authorized denominations] [the Warrant Securities] to which such Holder is
entitled, in fully registered form, registered in such name or names as may be
directed by such Holder [If Warrants are to be issued in Book-Entry form - or
the Participant, as the case may be]. Upon receipt of such Warrant Securities,
the Warrant Agent shall, by 5:00 P.M., New York time, on the fifth Business Day
next succeeding [Unless Warrants may be exercised on only one date: such
Exercise Date] [If Warrants may be exercised on only one date - the Expiration
Date], transmit such Warrant Securities, to or upon the order of the Holder [If
Warrants are to be issued in Book-Entry

                                       8

<PAGE>

form - or Participant, as the case may be,] together with, or preceded by the
prospectus referred to in Section 5.06 hereof. The Company agrees that it will
provide such information and documents to the Warrant Agent as may be necessary
for the Warrant Agent to fulfill its obligations hereunder.

         (d)      The accrual of [interest] [dividends], if any, on the Warrant
Securities issued upon the valid exercise of any Warrant will be governed by the
terms of the applicable [Indenture] [articles of amendment] and such Warrant
Securities. From and after the issuance of such Warrant Securities, the former
Holder of the Warrants exercised will be entitled to the benefits of the
[Indenture] [articles of amendment] under which such Warrant Securities are
issued and such former Holder's right to receive payments of [principal of (and
premium, if any) and interest, if any, on] [dividends and any other amounts
payable in respect of] the Warrant Securities shall be governed by, and shall be
subject to, the terms and provisions of such [Indenture] [articles of amendment]
and the Warrant Securities.

         Warrants may be exercised only in whole numbers of Warrants. [Unless
Warrants may be exercised on only one date: If fewer than all of the Warrants
evidenced by a Warrant Certificate are exercised, a new Warrant Certificate for
the number of Warrants remaining unexercised shall be executed by the Company
and countersigned by the Warrant Agent as provided in Section 1.02 hereof, and
delivered to the Holder at the address specified on the books of the Warrant
Agent or as otherwise specified by such Holder.]

         (e)      The Company shall not be required to pay any stamp or other
tax or other governmental charge required to be paid in connection with any
transfer involved in the issue of the Warrant Securities; and in the event that
any such transfer is involved, the Company shall not be required to issue or
deliver any Warrant Securities until such tax or other charge shall have been
paid or it has been established to the Company's satisfaction that no such tax
or other charge is due.

         [If Warrants for Common Stock are offered - SECTION 2.04. Adjustment
Under Certain Circumstances. The Exercise Price and the number of Warrant
Securities purchasable upon the exercise of each Warrant shall be subject to
adjustment upon (i) the issuance of a stock dividend to the holders of the
outstanding shares of Warrant Securities or a combination, subdivision or
reclassification of the Warrant Securities; (ii) the issuance of rights,
warrants or options to all holders of the Warrant Securities entitling the
holders thereof to purchase Warrant Securities for an aggregate consideration
per share less than the current market price per share of the Warrant
Securities; or (iii) any distribution by the Company to the holders of the
Warrant Securities of evidences of indebtedness of the Company or of assets
(excluding cash dividends or distributions payable out of consolidated earnings
and earned surplus and dividends or distributions referred to in (i) above);
provided that no such adjustment in the number of Warrant Securities purchasable
upon exercise of the Warrants will be required until cumulative adjustments
require an adjustment of at least 1% of such number. No fractional shares will
be issued upon exercise of Warrants, but the Company will pay the cash value of
any

                                       9

<PAGE>

fractional shares otherwise issuable. The adjustments to be made under this
Section 2.03 shall be determined by the Warrant Agent and such determination
shall be final and binding upon the Holders and the Company.]

                                   ARTICLE III

                 OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS
               [If Warrants are to be issued in Book-Entry Form -
                       AND BENEFICIAL OWNERS] OF WARRANTS

         SECTION 3.01. No Rights as Holders of Warrant Securities Conferred by
Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced
thereby shall entitle the Holder thereof to any of the rights of a holder of any
Warrant Securities, including, without limitation, [the right to receive the
payments of principal of (and premium, if any) and interest, if any, on Debt
Securities purchasable upon such exercise or to enforce any of the covenants in
the Indenture] [the right to receive dividends, if any, or payments upon the
liquidation, dissolution or winding up of the Company or to exercise voting
rights, if any].

         SECTION 3.02. Holder [If Warrants are to be issued in Book-Entry Form -
and Beneficial Owner] of Warrant May Enforce Rights. Notwithstanding any of the
provisions of this Agreement, any Holder [If Warrants are to be issued in
Book-Entry form - and any Beneficial Owner] of any Warrant, without the consent
of the Warrant Agent or the Holder of any Warrant, may, on such Holder's [If
Warrants are to be issued in Book-Entry form - or Beneficial Owner's] own behalf
and for his own benefit, enforce, and may institute and maintain any suit,
action or proceeding against the Company to enforce, or otherwise in respect of,
such Holder's [If Warrants are to be issued in Book-Entry form - or Beneficial
Owner's] right to exercise the Warrants evidenced by any Warrant Certificate in
the manner provided in this Agreement and such Warrant Certificate.

                                   ARTICLE IV

                          CONCERNING THE WARRANT AGENT

         SECTION 4.01. Warrant Agent. The Company hereby appoints [Name of
Warrant Agent] as Warrant Agent of the Company in respect of the Warrants upon
the terms and subject to the conditions herein set forth, and [Name of Warrant
Agent] hereby accepts such appointment. The Warrant Agent shall have the powers
and authority granted to and conferred upon it hereby and such further powers
and authority to act on behalf of the Company as the Company may hereafter grant
to or confer upon it.

         SECTION 4.02. Limitations on Warrant Agent's Obligations. The Warrant
Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to all
of which the rights hereunder of the Holders from time to time shall be subject:

                                       10

<PAGE>

         (a)      Compensation and Indemnification. The Company agrees to pay
the Warrant Agent compensation to be agreed upon with the Company for all
services rendered by the Warrant Agent and to reimburse the Warrant Agent for
all reasonable out-of-pocket expenses (including reasonable counsel fees)
incurred by the Warrant Agent in connection with the services rendered by it
hereunder. The Company also agrees to indemnify the Warrant Agent for, and to
hold it harmless against, any loss, liability or expense incurred without
negligence, bad faith or breach of this Agreement on the part of the Warrant
Agent, arising out of or in connection with its acting as Warrant Agent
hereunder.

         (b)      Agent for the Company. In acting in the capacity of Warrant
Agent under this Agreement, the Warrant Agent is acting solely as agent of the
Company and does not assume any obligation or relationship of agency or trust
with any of the owners or holders of the Warrants except as expressly set forth
herein.

         (c)      Counsel. The Warrant Agent may consult with counsel
satisfactory to it (which may be counsel to the Company), and the advice of such
counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
accordance with the advice of such counsel.

         (d)      Documents. The Warrant Agent shall be protected and shall
incur no liability for or in respect of any action taken or thing suffered by it
in reliance upon any notice, direction, consent, certificate, affidavit,
statement or other paper or document reasonably believed by it to be genuine and
to have been presented or signed by the proper parties.

         (e)      Certain Transactions. The Warrant Agent, and its officers,
directors and employees, may become the owner of, or acquire any interest in,
any Warrant, with the same rights that it or they would have were it not the
Warrant Agent hereunder, and, to the extent permitted by applicable law, it or
they may engage or be interested in any financial or other transaction with the
Company and may act on, or as a depositary, trustee or agent for, any committee
or body of holders of Warrants [If Securities and Warrants are being offered
together - , Offered Securities] or Warrant Securities, or other securities or
obligations of the Company as freely as if it were not the Warrant Agent
hereunder. Nothing in this Agreement shall be deemed to prevent the Warrant
Agent from acting as trustee under either Indenture.

         (f)      No Liability for Interest. The Warrant Agent shall not be
under any liability for interest on any monies at any time received by it
pursuant to any of the provisions of this Agreement.

         (g)      No Liability for Invalidity. The Warrant Agent shall not be
under any responsibility with respect to the validity or sufficiency of this
Agreement or the execution and delivery hereof (except the due execution and
delivery hereof by the

                                       11

<PAGE>

Warrant Agent) or with respect to the validity or execution of the Warrant
Certificates (except its countersignature thereon)

         (h)      No Responsibility for Recitals. The recitals contained herein
and in the Warrant Certificates (except as to the Warrant Agent's
countersignature thereon) shall be taken as the statements of the Company and
the Warrant Agent assumes no responsibility hereby for the correctness of the
same.

         (i)      No Implied Obligations. The Warrant Agent shall be obligated
to perform such duties as are specifically set forth herein and no implied
duties or obligations shall be read into this Agreement against the Warrant
Agent. The Warrant Agent shall not be under any obligation to take any action
hereunder which may tend to involve it in any expense or liability, the payment
of which within a reasonable time is not, in its opinion, assured to it. The
Warrant Agent shall not be accountable or under any duty or responsibility for
the use by the Company of any Warrant Certificate authenticated by the Warrant
Agent and delivered by it to the Company pursuant to this Agreement or for the
application by the Company of the proceeds of the issue and sale, or exercise,
of the Warrants. The Warrant Agent shall have no duty or responsibility in case
of any default by the Company in the performance of its covenants or agreements
contained herein or in any Warrant Certificate or in the case of the receipt of
any written demand from a Holder with respect to such default, including,
without limiting the generality of the foregoing, any duty or responsibility to
initiate or attempt to initiate any proceedings at law or otherwise or, except
as provided in Section 5.03 hereof, to make any demand upon the Company.

         SECTION 4.03. Compliance With Applicable Laws. The Warrant Agent agrees
to comply with all applicable federal and state laws imposing obligations on it
in respect of the services rendered by it under this Agreement and in connection
with the Warrants, including (but not limited to) the provisions of United
States federal income tax laws regarding information reporting and backup
withholding. The Warrant Agent expressly assumes all liability for its failure
to comply with any such laws imposing obligations on it, including (but not
limited to) any liability for its failure to comply with any applicable
provisions of United States federal income tax laws regarding information
reporting and backup withholding.

         SECTION 4.04.  Resignation and Appointment of Successor.

         (a)      The Company agrees, for the benefit of the Holders from time
to time, that there shall at all times be a Warrant Agent hereunder until all
the Warrants issued hereunder have been exercised or have expired in accordance
with their terms, which Warrant Agent shall be a bank or trust company organized
under the laws of the United States of America or one of the states thereof,
which is authorized under the laws of the jurisdiction of its organization to
exercise corporate trust powers, has a combined capital and surplus of at least
$50,000,000 and has an office or an agent's office in the United States of
America.

                                       12

<PAGE>

         (b)      The Warrant Agent may at any time resign as such agent by
giving written notice to the Company of such intention on its part, specifying
the date on which it desires such resignation to become effective; provided that
such date shall not be less than three months after the date on which such
notice is given, unless the Company agrees to accept such notice less than three
months prior to such date of effectiveness. The Company may remove the Warrant
Agent at any time by giving written notice to the Warrant Agent of such removal,
specifying the date on which it desires such removal to become effective. Such
resignation or removal shall take effect upon the appointment by the Company, as
hereinafter provided, of a successor Warrant Agent (which shall be a bank or
trust company qualified as set forth in Section 4.04(a)) and the acceptance of
such appointment by such successor Warrant Agent. The obligation of the Company
under Section 4.02(a) shall continue to the extent set forth therein
notwithstanding the resignation or removal of the Warrant Agent.

         (c)      If at any time the Warrant Agent shall resign, or shall cease
to be qualified as set forth in Section 4.04(a), or shall be removed, or shall
become incapable of acting, or shall be adjudged a bankrupt or insolvent, or
shall file a petition seeking relief under any applicable Federal or State
bankruptcy or insolvency law or similar law, or make an assignment for the
benefit of its creditors or consent to the appointment of a receiver,
conservator or custodian of all or any substantial part of its property, or
shall admit in writing its inability to pay or to meet its debts as they mature,
or if a receiver or custodian of it or of all or any substantial part of its
property shall be appointed, or if an order of any court shall be entered for
relief against it under the provisions of any applicable Federal or State
bankruptcy or similar law, or if any public officer shall have taken charge or
control of the Warrant Agent or of its property or affairs, for the purpose of
rehabilitation, conservation or liquidation, a successor Warrant Agent,
qualified as set forth in Section 4.04(a), shall be appointed by the Company by
an instrument in writing, filed with the successor Warrant Agent. Upon the
appointment as herein provided of a successor Warrant Agent and acceptance by
the latter of such appointment, the Warrant Agent so superseded shall cease to
be Warrant Agent under this Agreement.

         (d)      Any successor Warrant Agent appointed under this Agreement
shall execute, acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment, and thereupon such successor Warrant
Agent, without any further act, deed or conveyance, shall become vested with all
the authority, rights, powers, trusts, immunities, duties and obligations of
such predecessor with like effect as if originally named as Warrant Agent under
this Agreement, and such predecessor, upon payment of its charges and
disbursements then unpaid, shall thereupon become obligated to transfer, deliver
and pay over, and such successor Warrant Agent shall be entitled to receive, all
monies, securities and other property on deposit with or held by such
predecessor, as Warrant Agent under this Agreement.

         (e)      Any corporation into which the Warrant Agent may be merged or
converted or any corporation with which the Warrant Agent may be consolidated,
or any corporation resulting from any merger, conversion or consolidation to
which the Warrant Agent shall be a party, or any corporation to which the
Warrant Agent shall sell or

                                       13

<PAGE>

otherwise transfer all or substantially all the assets and business of the
Warrant Agent, in each case provided that it shall be qualified as set forth in
Section 4.04(a), shall be the successor Warrant Agent under this Agreement
without the execution or filing of any paper or any further act on the part of
any of the parties to this Agreement, including, without limitation, any
successor to the Warrant Agent first named above.

                                    ARTICLE V

                                  MISCELLANEOUS

         SECTION 5.01.  Amendments.

         (a)      This Agreement and any Warrant Certificate may be amended by
the parties hereto by executing a supplemental warrant agreement (a
"Supplemental Agreement"), without the consent of the Holder of any Warrant, for
the purpose of (i) curing any ambiguity, or curing, correcting or supplementing
any defective provision contained herein, or making any other provisions with
respect to matters or questions arising under this Agreement that is not
inconsistent with the provisions of this Agreement or the Warrant Certificates,
(ii) evidencing the succession of another corporation to the Company and the
assumption by any such successor of the covenants of the Company contained in
this Warrant Agreement and the Warrants, (iii) evidencing and providing for the
acceptance of appointment by a successor Warrant Agent with respect to the
Warrants, [If Warrants are to be issued in Book-Entry form - (iv) evidencing and
providing for the acceptance of appointment by a successor Depository with
respect to each Global Warrant Certificate, (v) issuing definitive Warrant
Certificates in accordance with paragraph (b) of Section 1.03,] (vi) adding to
the covenants of the Company for the benefit of the Holders or surrendering any
right or power conferred upon the Company under this Agreement, or (vii)
amending this Agreement and the Warrants in any manner that the Company may deem
to be necessary or desirable and that will not adversely affect the interests of
the Holders in any material respect.

         (b)      The Company and the Warrant Agent may amend this Agreement and
the Warrants by executing a Supplemental Agreement with the consent of the
Holders of not fewer than a majority of the unexercised Warrants affected by
such amendment, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this agreement or of modifying in
any manner the rights of the Holders under this Agreement; provided, however,
that, without the consent of each Holder of Warrants affected thereby, no such
amendment may be made that (i) changes the Warrants so as to reduce the
[principal amount] [number] of Warrant Securities purchasable upon exercise of
the Warrants or so as to increase the exercise price [If Warrants for Common
Stock are offered - (other than as provided by Section 2.03)], (ii) shortens the
period of time during which the Warrants may be exercised, (iii) otherwise
adversely affects the exercise rights of the Holders in any material respect, or
(iv) reduces the number of unexercised Warrants the consent of the Holders of
which is required for amendment of this Agreement or the Warrants.

                                       14

<PAGE>

         SECTION 5.02. Merger, Consolidation, Sale, Transfer or Conveyance. The
Company may consolidate or merge with or into any other corporation or sell,
lease, transfer or convey all or substantially all of its assets to any other
corporation, provided that (i) either (x) the Company is the continuing
corporation or (y) the corporation (if other than the Company) that is formed by
or results from any such consolidation or merger or that receives such assets is
a corporation organized and existing under the laws of the United States of
America or a state thereof and such corporation assumes the obligations of the
Company with respect to the performance and observance of all of the covenants
and conditions of this Agreement to be performed or observed by the Company and
(ii) the Company or such successor corporation, as the case may be, must not
immediately be in default under this Agreement. If at any time there shall be
any consolidation or merger or any sale, lease, transfer, conveyance or other
disposition of all or substantially all of the assets of the Company, then in
any such event the successor or assuming corporation shall succeed to and be
substituted for the Company, with the same effect as if it had been named herein
and in the Warrant Certificates as the Company; the Company shall thereupon be
relieved of any further obligation hereunder or under the Warrants, and, in the
event of any such sale, lease, transfer, conveyance (other than by way of lease)
or other disposition, the Company as the predecessor corporation may thereupon
or at any time thereafter be dissolved, wound up or liquidated. Such successor
or assuming corporation thereupon may cause to be signed, and may issue either
in its own name or in the name of the Company, Warrant Certificates evidencing
the Warrants not theretofore exercised, in exchange and substitution for the
Warrant Certificates theretofore issued. Such Warrant Certificates shall in all
respects have the same legal rank and benefit under this Agreement as the
Warrant Certificates evidencing the Warrants theretofore issued in accordance
with the terms of this Agreement as though such new Warrant Certificates had
been issued at the date of the execution hereof. In any case of any such merger
or consolidation or sale, lease, transfer, conveyance or other disposition of
all or substantially all of the assets of the Company, such changes in
phraseology and form (but not in substance) may be made in the new Warrant
Certificates, as may be appropriate.

         SECTION 5.03. Notices and Demands to the Company and Warrant Agent. If
the Warrant Agent shall receive any notice or demand addressed to the Company by
the Holder [If Warrants are to be issued in Book-Entry form - or a Participant,
as the case may be], the Warrant Agent shall promptly forward such notice or
demand to the Company.

         SECTION 5.04. Addresses. Any communications from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to __________,
Attention: ____________, and any communications from the Warrant Agent to the
Company with respect to this Agreement shall be addressed to M&T Bank
Corporation, One M&T Plaza, Buffalo, New York 14203, Attention: General Counsel
(or such other address as shall be specified in writing by the Warrant Agent or
by the Company, as the case may be). The Company or the Warrant Agent shall give
notice to the Holders of Warrants by mailing written notice by first class mail,
postage prepaid, to such Holders as

                                       15

<PAGE>

their names and addresses appear in the books and records of the Warrant Agent
[or, prior to the Detachment Date, on the register of the Offered Securities]

         SECTION 5.05. GOVERNING LAW. THIS AGREEMENT AND EACH WARRANT
CERTIFICATE AND ALL RIGHTS HEREUNDER AND THEREUNDER AND PROVISIONS HEREOF AND
THEREOF SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK (WITHOUT REFERENCE TO APPLICABLE CONFLICTS OF LAW PROVISIONS).

         SECTION 5.06. Delivery of Prospectus. The Company shall furnish to the
Warrant Agent sufficient copies of a prospectus relating to the Warrant
Securities deliverable upon exercise of Warrants and complying in all material
respects with the Securities Act of 1933, as amended (the "Prospectus"), and the
Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent
shall deliver a Prospectus to the Holder of such Warrant, prior to or
concurrently with the delivery of the Warrant Securities issued upon such
exercise.

         SECTION 5.07. Obtaining of Governmental Approvals. The Company shall
from time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and securities acts filings under United States Federal and
state laws, which the Company may deem necessary or appropriate in connection
with the issuance, sale, transfer and delivery of the Warrants, the exercise of
the Warrants, the issuance, sale, transfer and delivery of the Warrant
Securities to be issued upon exercise of Warrants or upon the expiration of the
period during which the Warrants are exercisable.

         SECTION 5.08. Payment of Taxes. The Company will pay all stamp and
other duties, if any, to which, under the laws of the United States of America,
this Agreement or the original issuance of the Warrants may be subject.

         SECTION 5.09. Benefits of Warrant Agreement. Nothing in this Agreement
or any Warrant Certificate expressed or implied and nothing that may be inferred
from any of the provisions hereof or thereof is intended, or shall be construed,
to confer upon, or give to, any person or corporation other than the Company,
the Warrant Agent and their respective successors and assigns, [If Warrants are
to be issued in Book-Entry form - the Beneficial Owners] and the Holders any
right, remedy or claim under or by reason of this Agreement or any Warrant
Certificate or of any covenant, condition, stipulation, promise or agreement
hereof or thereof; and all covenants, conditions, stipulations, promises and
agreements contained in this Agreement or any Warrant Certificate shall be for
the sole and exclusive benefit of the Company and the Warrant Agent and their
respective successors and assigns and of the [If Warrants are to be issued in
Book-Entry form - Beneficial Owners and] Holders.

                                       16

<PAGE>

         SECTION 5.10. Headings. The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.

         SECTION 5.11. Severability. If any provision in this Agreement or in
any Warrant Certificate shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions, or of such provisions in any other jurisdiction, shall not in any
way be affected or impaired thereby.

         SECTION 5.12. Counterparts. This Agreement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original; but such counterparts shall together constitute but one and the same
instrument.

         SECTION 5.13. Inspection of Agreement. A copy of this Agreement shall
be available at all reasonable times at the principal corporate trust office of
the Warrant Agent and at the office of the Company at One M&T Plaza, Buffalo,
New York 14203, for inspection by any Holder. The Warrant Agent may require any
such Holder to submit satisfactory proof of ownership for inspection by it.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

                                               M&T BANK CORPORATION

                                               By:_____________________________
                                               Authorized Officer

                                               [WARRANT AGENT]

                                               By:_____________________________
                                               Authorized Officer

                                       17

<PAGE>

                                    EXHIBIT A

                          [FORM OF WARRANT CERTIFICATE]

[Form of legend if Securities with Warrants that are not immediately detachable
or Warrants that are not immediately exercisable are offered: [PRIOR TO
_____________,] THIS WARRANT CERTIFICATE [(i) CANNOT BE TRANSFERRED OR EXCHANGED
UNLESS ATTACHED TO A [TITLE OF OFFERED SECURITY] AND (II)] CANNOT BE EXERCISED
IN WHOLE OR IN PART.]

                EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT

                            AGENT AS PROVIDED HEREIN.

                         Warrant Certificate evidencing

                              Warrants to Purchase

                          [Title of Warrant Securities]

                              as described herein.

                              M&T BANK CORPORATION

No. ________                                             CUSIP No. _____________

           VOID AFTER [5:00 P.M.], NEW YORK TIME, ON ______ ___, ____

         This certifies that ____________________________ or registered assigns
is the registered holder of [Insert number initially issued] warrants to
purchase certain securities (the "Warrants). Each Warrant entitles the holder
thereof, subject to the provisions contained herein and in the Warrant Agreement
referred to below, to purchase from M&T BANK CORPORATION, a New York corporation
(the "Company"), [$_________ principal amount] [____] of the Company's [title of
Securities purchasable upon exercise of Warrants] [If Warrants for Depositary
Shares are to be offered: , each representing a 1/___th interest in a share of
[title of securities represented by the Depositary Shares]] (the "Warrant
Securities" [If Warrants for Depositary Shares are to be offered: , which term
shall also refer, as appropriate, to such [title of securities represented by
the Depositary Shares]), [issued or to be issued under the Indenture (as
hereinafter defined)], at the Exercise Price set forth below. The exercise price
of each Warrant (the "Exercise Price") shall be [modify as appropriate to
reflect the terms of the offered Warrants]

         Subject to the terms of the Warrant Agreement, each Warrant evidenced
hereby may be exercised in whole but not in part at any time, as specified
herein, [Unless Warrants may be exercised on only one date: on any Business Day
(as defined below) occurring during the period (the "Exercise Period")
commencing on [the date of issuance

                                      A-1

<PAGE>

thereof] [_______________ ___, ____] and ending at 5:00 P.M., New York time,] on
__________ __, ___ (the "Expiration Date"). Each Warrant remaining unexercised
after 5:00 P.M., New York time, on the Expiration Date shall become void, and
all rights of the holder of this Warrant Certificate evidencing such Warrant
shall cease.

         The holder of the Warrants represented by this Warrant Certificate may
exercise any Warrant evidenced hereby by delivering, not later than 5:00 P.M.,
New York time, on [Unless Warrants may be exercised on only one date: any
Business Day during the Exercise Period (the "Exercise Date")] [If Warrants may
be exercised on only one date: the Expiration Date] to [name of Warrant Agent]
(the "Warrant Agent", which term includes any successor warrant agent under the
Warrant Agreement described below) at its corporate trust department at
___________________, (i) this Warrant Certificate [For Global Warrant
Certificate: and the Warrants to be exercised (the "Book-Entry Warrants") free
on the records of [The Depository Trust Company] (the "Depository") to an
account of the Warrant Agent at the Depository designated for such purpose in
writing by the Warrant Agent to the Depository], (ii) an election to purchase
("Election to Purchase"), [For definitive Warrant Certificates: properly
executed by the holder hereof on the reverse of this Warrant Certificate] [For
Global Warrant Certificates: properly executed by the institution in whose
account the Warrant is recorded on the records of the Depository (the
"Participant"), and substantially in the form included on the reverse of hereof]
and (iii) the Exercise Price for each Warrant to be exercised in lawful money of
the United States of America by certified or official bank check or by bank wire
transfer in immediately available funds. If any of (a) this Warrant Certificate
[For Global Warrant Certificates: or the Book-Entry Warrants] , (b) the Election
to Purchase, or (c) the Exercise Price therefor, is received by the Warrant
Agent after 5:00 P.M., New York time, on [Unless Warrants may be exercised on
only one date: the specified Exercise Date, the Warrants will be deemed to be
received and exercised on the Business Day next succeeding the Exercise Date. If
the date specified as the Exercise Date is not a Business Day, the Warrants will
be deemed to be received and exercised on the next succeeding day which is a
Business Day. If the Warrants to be exercised are received or deemed to be
received after] the Expiration Date, the exercise thereof will be null and void
and any funds delivered to the Warrant Agent will be returned to the holder as
soon as practicable. In no event will interest accrue on funds deposited with
the Warrant Agent in respect of an exercise or attempted exercise of Warrants.
The validity of any exercise of Warrants will be determined by the Warrant Agent
in its sole discretion and such determination will be final and binding upon the
holder of the Warrants and the Company. Neither the Warrant Agent nor the
Company shall have any obligation to inform a holder of

         Warrants of the invalidity of any exercise of Warrants. As used herein,
the term "Business Day" means any day which is not a Saturday or Sunday and is
not a legal holiday or a day on which banking institutions generally are
authorized or obligated by law or regulation to close in _____________.

         Warrants may be exercised only in whole numbers of Warrants. [Unless
Warrants may be exercised on only one date: If fewer than all of the Warrants
evidenced by this Warrant Certificate are exercised, a new Warrant Certificate
for the number of

                                      A-2

<PAGE>

Warrants remaining unexercised shall be executed by the Company and
countersigned by the Warrant Agent as provided in Section 1.02 of the Warrant
Agreement, and delivered to the holder of this Warrant Certificate at the
address specified on the books of the Warrant Agent or as otherwise specified by
such registered holder.]

         This Warrant Certificate is issued under and in accordance with the
Warrant Agreement, dated as of ____________ __, ____ (the "Warrant Agreement"),
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the holder of this Warrant Certificate [For Global Warrant
Certificate: and the beneficial owners of the Warrants represented by this
Warrant Certificate] consent[s] by acceptance hereof. Copies of the Warrant
Agreement are on file and can be inspected at the above-mentioned office of the
Warrant Agent and at the office of the Company at One M&T Plaza, Buffalo, New
York 14203.

         [If the Warrant Securities are Debt Securities: The Warrant Securities
to be issued and delivered upon the exercise of the Warrants evidenced by this
Warrant Certificate will be issued under and in accordance with the Indenture,
dated as of _________ __, ____ (the "Indenture"), between the Company and [name
of trustee], as trustee (together with any successor or successors as such
trustee, the "Trustee"), and will be subject to the terms and provisions
contained in the Warrant Securities and in the Indenture.] The accrual of
[interest] [dividends] , if any, on the Warrant Securities issued upon the valid
exercise of any Warrant will be governed by the terms of the applicable
[Indenture] [articles of amendment] and such Warrant Securities. From and after
the issuance of such Warrant Securities, the former holder of the Warrants
exercised will be entitled to the benefits of the [Indenture] [articles of
amendment] under which such Warrant Securities are issued and such former
holder's right to receive payments of [principal of (and premium, if any) and
interest, if any, on] [dividends and any other amounts payable in respect of]
the Warrant Securities shall be governed by, and shall be subject to, the terms
and provisions of such [Indenture] [articles of amendment] and the Warrant
Securities. Copies of the [Indenture, including the form of the Warrant
Securities,] [articles of amendment] are on file at the corporate trust office
of the Trustee.]

         [If Warrants for Common Stock are offered: The Exercise Price and the
number of Warrant Securities purchasable upon the exercise of each Warrant shall
be subject to adjustment upon (i) the issuance of a stock dividend to the
holders of the outstanding shares of Warrant Securities or a combination,
subdivision or reclassification of the Warrant Securities; (ii) the issuance of
rights, warrants or options to all holders of the Warrant Securities entitling
the holders thereof to purchase Warrant Securities for an aggregate
consideration per share less than the current market price per share of the
Warrant Securities; or (iii) any distribution by the Company to the holders of
the Warrant Securities of evidences of indebtedness of the Company or of assets
(excluding cash dividends or distributions payable out of consolidated earnings
and earned surplus and dividends or distributions referred to in (i) above);
provided that no such adjustment in the number of Warrant Securities purchasable
upon exercise of the Warrants will be required until cumulative adjustments
require an adjustment of at least 1% of such

                                      A-3

<PAGE>

number. No fractional shares will be issued upon exercise of Warrants, but the
Company will pay the cash value of any fractional shares otherwise issuable. The
adjustments to be made under this Section 2.03 shall be determined by the
Warrant Agent and such determination shall be final and binding upon the holders
of the Warrants and the Company.]

         [If Securities and Warrants are to be offered together: [If Warrants
are not immediately detachable: Prior to the Detachment Date,] The Warrants
represented by this Warrant Certificate may be exchanged or transferred only
together with the [title of Offered Security] (the "Offered Security") to which
the Warrants are attached, and only for the purpose of effecting, or in
conjunction with, an exchange or transfer of such Offered Security.
Additionally, [If Warrants are not immediately detachable: on or prior to the
Detachment Date,] each transfer of such Offered Security on the register of the
Offered Securities shall operate also to transfer the Warrants to which such
Offered Securities was initially attached. [If Warrants are not immediately
detachable: From and after the Detachment Date, the above provisions shall be of
no further force and effect.]] Upon due presentment for registration of transfer
or exchange of this Warrant Certificate at the corporate trust office of the
Warrant Agent, the Company shall execute, and the Warrant Agent shall
countersign and deliver, as provided in Section 1.02 of the Warrant Agreement,
in the name of the designated transferee one or more new Warrant Certificates of
any authorized denomination evidencing in the aggregate a like number of
unexercised Warrants, subject to the limitations provided in the Warrant
Agreement.

         Neither this Warrant Certificate nor the Warrants evidenced hereby
shall entitle the holder hereof or thereof to any of the rights of a holder of
the Warrant Securities, including, without limitation, [the right to receive the
payments of principal of (and premium, if any), and interest, if any, on Debt
Securities purchasable upon such exercise or to enforce any of the covenants in
the applicable Indenture] [the right to receive dividends, if any, or payments
upon the liquidation, dissolution or winding up of the Company or to exercise
voting rights, if any]

         The Warrant Agreement and this Warrant Certificate may be amended as
provided in the Warrant Agreement including, under certain circumstances
described therein, without the consent of the holder of this Warrant Certificate
or the Warrants evidenced thereby.

         THIS WARRANT CERTIFICATE AND ALL RIGHTS HEREUNDER AND UNDER THE WARRANT
AGREEMENT AND PROVISIONS HEREOF AND THEREOF SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO
APPLICABLE CONFLICTS OF LAW PROVISIONS).

         This Warrant Certificate shall not be entitled to any benefit under the
Warrant Agreement or be valid or obligatory for any purpose, and no Warrant
evidenced hereby

                                      A-4

<PAGE>

may be exercised, unless this Warrant Certificate has been countersigned by the
manual signature of the Warrant Agent.

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

         Dated as of ________ __, ____

                                               M&T BANK CORPORATION

                                               By: _____________________________
                                                         Authorized Officer

         [NAME OF WARRANT AGENT],
         as Warrant Agent

         By: ____________________
              Authorized Officer

                                      A-5

<PAGE>

                                    [REVERSE]

                      Instructions for Exercise of Warrant

         To exercise the Warrants evidenced hereby, the holder [For Global
Warrant Certificate: or Participant] must, by 5:00 P.M., New York time, on the
specified Exercise Date, deliver to the Warrant Agent at its corporate trust
department, a certified or official bank check or a wire transfer in immediately
available funds, in each case payable to the Warrant Agent at Account No. ____,
in an amount equal to the Exercise Price in full for the Warrants exercised. In
addition, the Warrant holder [For Global Warrant Certificates: or Participant]
must provide the information required below and deliver this Warrant Certificate
to the Warrant Agent at the address set forth below [For Global Warrant
Certificates: and the Book-Entry Warrants to the Warrant Agent in its account
with the Depository designated for such purpose]. This Warrant Certificate and
the Election to Purchase must be received by the Warrant Agent by 5:00 P.M., New
York time, on the specified Exercise Date.

<PAGE>

                              ELECTION TO PURCHASE
                    TO BE EXECUTED IF WARRANT HOLDER DESIRES
                    TO EXERCISE THE WARRANTS EVIDENCED HEREBY

         The undersigned hereby irrevocably elects to exercise, on __________,
___ (the "Exercise Date'), _____________ Warrants, evidenced by this Warrant
Certificate, to purchase, [$_____________ principal amount] [__________________]
of the [title of Securities purchasable upon exercise of Warrants] [If Warrants
for Depositary Shares are to be offered: , each representing a 1/___th interest
in a share of [title of securities represented by the Depositary Shares]] (the
"Warrant Securities") of M&T BANK CORPORATION, a New York corporation (the
"Company"), and represents that on or before the Exercise Date such holder has
tendered payment for such Warrant Securities by certified or official bank check
or bank wire transfer in immediately available funds to the order of the Company
c/o [Name and address of Warrant Agent], in the amount of $_____________ in
accordance with the terms hereof. The undersigned requests that said [principal
amount of] [number of] Warrant Securities be in fully registered form, in the
authorized denominations, registered in such names and delivered, all as
specified in accordance with the instructions set forth below.

         [Unless Warrants may be exercised on only one date: If said [principal
amount] [number] of Warrant Securities is less than all of the Warrant
Securities purchasable hereunder, the undersigned requests that a new Warrant
Certificate evidencing the remaining balance of the Warrants evidenced hereby be
issued and delivered to the holder of the Warrant Certificate unless otherwise
specified in the instructions below.]

Dated: ____________ __, ____

                                               Name __________________________

(Please Print)
/  /  /  /- /  /  /- /  /  /  /  /
(Insert Social Security or Other Identifying Number of Holder)
Address_______________________

                                               Signature________________________

         This Warrant may only be exercised by presentation to the Warrant Agent
at one of the following locations:

         By hand at     _____________________________________

         By mail at     _____________________________________

         The method of delivery of this Warrant Certificate is at the option and
risk of the exercising holder and the delivery of this Warrant Certificate will
be deemed to be made only when actually received by the Warrant Agent. If
delivery is by mail, registered mail

<PAGE>

with return receipt requested, properly insured, is recommended. In all cases,
sufficient time should be allowed to assure timely delivery.

                (Instructions as to form and delivery of Warrant
                     Securities and/or Warrant Certificates)

         Name in which Warrant Securities are to be registered if other than in
the name of the registered holder of this Warrant Certificate:

         Address to which Warrant Securities are to be mailed if other than to
the address of the registered holder of this Warrant Certificate as shown on the
books of the Warrant Agent:

          ____________________________________________________________
                                (Street Address)

          ____________________________________________________________
          (City and State)                                  (Zip Code)

         [Except for Global Warrant Certificate:] Name in which Warrant
Certificate evidencing unexercised Warrants, if any, are to be registered if
other than in the name of the registered holder of this Warrant Certificate:

          ____________________________________________________________

         Address to which certificate representing unexercised Warrants, if any,
are to be mailed if other than to the address of the registered holder of this
Warrant Certificate as shown on the books of the Warrant Agent:

          ____________________________________________________________
                                (Street Address)

          ____________________________________________________________
          (City and State)                                  (Zip Code)

         Date:

                                               Signature________________________

         ([Except for Global Warrant Certificate: Signature must conform in all
respects to the name of the holder as specified on the face of this Warrant
Certificate.] If Warrant Securities, or a Warrant Certificate evidencing
unexercised Warrants, are to be issued in a name other than that of the
registered holder hereof or are to be delivered to an address other than the
address of such holder as shown on the books of the Warrant Agent, the above
signature must be guaranteed by a member firm of a registered national stock
exchange, a member of the National Association of Securities Dealers, Inc., a
participant

                                       2

<PAGE>

in the Security Transfer Agents Medallion Program or the Stock Exchange
Medallion Program, or by a commercial bank or trust company having an office or
correspondent in the United States.)

SIGNATURE GUARANTEE

Name of Firm _______________________________

Address ____________________________________

Area Code  _________________________________

and Number _________________________________

Authorized _________________________________

Signature __________________________________

Name _______________________________________

Title ______________________________________

Dated: _____________________________________

                                       3

<PAGE>

                                   ASSIGNMENT

              (FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER
                 DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY)

         FOR VALUE RECEIVED_________________ hereby sells, assigns and transfers
unto ______________________________________.

______________________________________      ____________________________________
   (Please print name and address            (Please insert social security or
        including zip code)                      other identifying number)

the rights represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint _____________ Attorney, to transfer said
Warrant Certificate on the books of the Warrant Agent with full power of
substitution in the premises.

Dated:
                                     ___________________________________________
                                                     Signature

         (Signature must conform in all respects to the name of the holder as
specified on the face of this Warrant Certificate and must bear a signature
guarantee by a member firm of a registered national securities exchange, a
member of the National Association of Securities Dealers, Inc., a participant in
the Security Transfer Agents Medallion Program or the Stock Exchange Medallion
Program, or by a commercial bank or trust company having an office or
correspondent in the United States)

SIGNATURE GUARANTEE

Name of Firm _______________________________

Address ____________________________________

Area Code  _________________________________

and Number _________________________________

Authorized _________________________________

Signature __________________________________

Name _______________________________________

Title ______________________________________

Dated: _____________________________________