FORM OF RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • August 10th, 2005 • M&t Bank Corp • State commercial banks • New York
M&T Bank Corporation (the “Company”) hereby grants to the Grantee a Restricted Stock Award for that number of shares of Common Stock equal to the Covered Shares. This grant is made pursuant to the M&T Bank Corporation 2005 Incentive Compensation Plan (the “Plan”) and is subject to the terms and conditions of the Plan and this Agreement. As used herein, the term “Agreement” shall mean, collectively, this cover page and the related Terms and Conditions of Restricted Stock Award delivered to the Grantee with this cover page. As used herein, the term “vest” shall mean the lapsing of the restrictions described herein and in the Plan with respect to one or more Covered Shares. Capitalized terms used in this Agreement without definition shall have the meanings assigned to them in the Plan. A copy of the Plan can be viewed and downloaded from the Company’s Intranet under the Human Resources page.
FORM OF INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • August 10th, 2005 • M&t Bank Corp • State commercial banks • New York
M&T Bank Corporation (the “Company”) hereby grants to the Optionee or his or her successors an Incentive Stock Option to purchase from the Company that number of shares of Common Stock equal to the Covered Shares, exercisable at the Exercise Price. This grant is made pursuant to the M&T Bank Corporation 2005 Incentive Compensation Plan (the “Plan”) and is subject to the terms and conditions of the Plan and is subject further to the terms and conditions of this Agreement. As used herein, the term “Agreement” shall mean, collectively, this cover page and the Terms and Conditions of Incentive Stock Option delivered to Optionee with this cover page. Capitalized terms used on this cover page without definition shall have the meanings assigned to them in the Plan. A copy of the Plan can be viewed and downloaded from the Company’s Intranet under the Human Resources page.
