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                                                                  Exhibit 10.2

                                     WAIVER

                          Dated as of January 15, 2003

         Reference is hereby made to the $30,000,000 Credit Agreement (as
amended, extended or otherwise modified from time to time, the "Agreement"),
dated as of December 15, 2000 between M & T Bank Corporation (the "Borrower")
and Citibank, N.A. (the "Lender"). Capitalized terms not otherwise defined
herein shall have the meanings attributed thereto in the Agreement.

         The Lender waives compliance with Section 5.02(b) of the Agreement,
from the date hereof until September 30, 2003, to the extent, and only to the
extent, that the Borrower fails to comply with such Section as a result of the
consummation of the Allfirst Financial, Inc. merger. Such waiver is granted on
the express conditions that, from the date hereof until September 30, 2003, the
Borrower shall not permit its Consolidated Tangible Net Worth to be at any time
less than the higher of (i) $1,000,000,000 and (ii) 4.25% of Consolidated Total
Tangible Assets at such time.

         Failure of the Borrower to maintain the financial covenant set forth in
the immediately preceding paragraph shall be a breach of Section 5.02(b) of the
Agreement, constituting an Event of Default pursuant to Section 6.01(c)(i) of
the Agreement.

     The waiver set forth above is limited precisely as written and shall not be
deemed to :
         (i)   be a continuing waiver;

         (ii)  be a consent to any waiver or modification of any other term or
               condition of the Agreement or of any other instrument or
               agreement referred to therein; or

         (iii) prejudice any right or remedy which the Lender may now have or
               may have in the future under or in connection with the Agreement
               or any instrument or agreement referred to therein, including
               without limitation, rights or remedies which the Lender may
               have with respect to Events of Default which may exist with
               respect to Section 5.02(b) of the Agreement as a result of
               failure by the Borrower to maintain the financial covenant.

         In order to induce the Lender to enter into this Waiver, the Borrower
hereby makes the following representations and warranties, each of which shall
survive the execution and delivery of this Waiver:

         (x)   no Default or Event of Default has occurred and is continuing;
               and

         (y)   the representations and warranties contained in the Agreement
               and any instrument or agreement referred to therein are true,
               accurate and complete in all

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              material respects as though made on and as of the date hereof,
              except to the extent such representation or warranty expressly
              relates to an earlier date.

         This Waiver shall be governed by, and construed in accordance with, the
law of the State of New York.

         IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

                             M & T BANK CORPORATION


                             By /s/ Michael S. Piemonte
                                ------------------------------------
                                Title:  Senior Vice President


                             CITIBANK, N.A.


                             By /s/ Catherine R. Morrow
                                ------------------------------------
                                Title: Managing Director, SCO


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