INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of M&T Bank Corporation of proxies in the accompanying form for use at the 2013 Annual Meeting of Shareholders or any adjournment or adjournments thereof.

The Annual Meeting of Shareholders of M&T Bank Corporation will be held on the 10th floor of One M&T Plaza in Buffalo, New York, on Tuesday, April 16, 2013, at 11:00 a.m., local time. M&T Bank Corporation’s mailing address is One M&T Plaza, Buffalo, New York 14203, and its telephone number is (716) 842-5138.

This Proxy Statement and the accompanying form of proxy are first being sent to common shareholders of record on or about March 6, 2013. A copy of M&T Bank Corporation’s Annual Report for 2012, including financial statements, has either previously been delivered or accompanies this Proxy Statement, but is not part of the proxy solicitation materials.

VOTING RIGHTS

Common shareholders of record at 5:00 p.m., Eastern Standard Time, on February 28, 2013 are entitled to vote at the Annual Meeting. At that time, M&T Bank Corporation had outstanding 128,736,786 shares of common stock, $0.50 par value per share (“Common Stock”). Each share of Common Stock is entitled to one vote. Shares may not be voted at the meeting unless the owner is present or represented by proxy. A shareholder can be represented through the return of a physical proxy or by utilizing the telephone or Internet voting procedures. The telephone and Internet voting procedures are designed to authenticate shareholders by use of a control number and

allow shareholders to confirm that their instructions have been properly recorded. The method by which you vote will in no way limit your right to vote at the Annual Meeting if you later decide to attend in person. A shareholder giving a proxy may revoke it at any time before it is exercised by giving written notice of such revocation or by delivering a later dated proxy, in either case, to Marie King, Corporate Secretary, at the address set forth above, or by the vote of the shareholder in person at the Annual Meeting.

Proxies will be voted in accordance with the shareholder’s direction, if any. Unless otherwise directed, proxies will be voted in favor of the election as directors of the persons named under the caption “NOMINEES FOR DIRECTOR,” in favor of the approval of the M&T Bank Corporation Employee Stock Purchase Plan (“Employee Stock Purchase Plan”), in favor of approving the compensation of M&T Bank Corporation’s Named Executive Officers, in favor of an annual vote on the compensation of M&T Bank Corporation’s Named Executive Officers and in favor of ratifying the appointment of Pricewaterhouse- Coopers LLP as the independent registered public accounting firm of M&T Bank Corporation for the year ending December 31, 2013.

The presence in person or by proxy of the holders of a majority of the outstanding Common Stock will constitute a quorum for the transaction of business at the meeting. Broker non-votes will be counted as being present or represented at the meeting for purposes of establishing a quorum, but, under NYSE rules, brokers will not be permitted to vote in the election of directors, on the M&T Bank Corporation Employee Stock Purchase Plan, on the advisory vote to approve the compensation of M&T Bank Corporation’s Named Executive

Officers or on the frequency of future advisory votes on the compensation of M&T Bank Corporation’s Named Executive Officers unless specific voting instructions are provided to the broker. M&T Bank Corporation therefore encourages shareholders or other beneficial owners of shares whose shares are held in the name of a broker, bank or other intermediary to direct their vote for all agenda items on the form of proxy sent by the broker, bank or other intermediary.

Under M&T Bank Corporation’s Amended and Restated Bylaws, in an uncontested election, the affirmative vote of a majority of the votes cast in favor or against the election of a nominee is required for the election of such nominee as a director, assuming a quorum is present or represented at the meeting. If an incumbent director in an uncontested election does not receive a majority of the votes cast in favor or against such director, that director would be required to tender his or her resignation to the Board of Directors for consideration in accordance with the Amended and Restated Bylaws.

The affirmative vote of a majority of the votes cast in favor or against the approval of the Employee Stock Purchase Plan, the compensation of M&T Bank Corporation’s

Named Executive Officers (although this vote is non-binding as explained in more detail on page 14 of this Proxy Statement) and the ratification of the appointment of Pricewater- houseCoopers LLP as the independent registered public accounting firm of M&T Bank Corporation for the year ending December 31, 2013, is required to approve each such proposal. An abstention will not constitute a vote cast and therefore will not affect the outcome of the vote on the election of directors, the approval of the Employee Stock Purchase Plan, the advisory vote to approve the compensation of M&T Bank Corporation’s Named Executive Officers, the frequency of future advisory votes on the compensation of M&T Bank Corporation’s Named Executive Officers or the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T Bank Corporation. Broker non-votes will not constitute votes cast on the election of directors, the approval of the Employee Stock Purchase Plan, the approval of the compensation of M&T Bank Corporation’s Named Executive Officers or the frequency of future advisory votes on the compensation of M&T Bank Corporation’s Named Executive Officers, and therefore will have no effect on the outcome of any of these votes.

ELECTION OF DIRECTORS

The following 15 persons have been recommended by the Board of Directors for election as directors of M&T Bank Corporation, to hold office until the 2014 Annual Meeting of Shareholders and until their successors have been elected and qualified. Each of the nominees listed below was elected at the 2012 Annual Meeting of Shareholders, except for John D. Hawke, Jr., who was appointed to the Board of Directors of M&T Bank Corporation effective June 8, 2012.

If any nominee for any reason should become unavailable for election or if a vacancy should occur before the election (which events are not expected), it is intended that the shares represented by the proxies will be voted for such other person, if any, as the Nomination, Compensation and Governance Committee shall designate.

The principal occupation and current public company directorships, as well as public company directorships held at any time during the past five years, of each of the nominees is listed below. The information with respect to the nominees is as of February 28, 2013, and includes each nominee’s affiliations with M&T Bank Corporation’s subsidiary banks, M&T Bank and Wilmington Trust, National Association, which was formerly known as M&T Bank, National Association (“Wilmington Trust, N.A.”), and with M&T Bank’s principal operating subsidiaries.

NOMINEES FOR DIRECTOR

BRENT D. BAIRD is 74, is a member and the chair of the Nomination, Compensation and Governance Committee, is a member of the Executive Committee and has been a director since 1983.

Mr. Baird has been a private investor since prior to 2006. He is a director of M&T Bank and a member of its Executive and Trust and Investment Committees. Mr. Baird is a director of M&T Financial Corporation and a member of M&T Bank’s Directors Advisory

Council-New York City/Long Island Division. He was formerly a director of Todd Shipyards Corporation.

The Nomination, Compensation and Governance Committee considered these qualifications, in addition to his investment management expertise, stature in the local community and experience with the organization in making the determination that Mr. Baird should be a nominee for director of M&T Bank Corporation.

C. ANGELA BONTEMPO is 72, is a member and the chair of the Audit and Risk Committee and has been a director since 1991.

Ms. Bontempo is the former president and chief executive officer and a former director of Saint Vincent Health System, located in Erie, Pennsylvania, all roles she held since prior to 2006. From 1998 to June 2001, she was president and chief executive officer of Bryant & Stratton College, a system of proprietary colleges headquartered in Buffalo, New York. From 1994 through 1998, Ms. Bontempo served as senior vice president and executive director of the Roswell Park Cancer Institute. She is a director of M&T Bank and a member and the chair of its Examining Committee. Ms. Bontempo is a director of iPorta Corporation, Toronto, On., Canada. She serves as a consultant to Ciminelli Properties, LLC and also a consultant to Community Health System of Tennessee.

The Nomination, Compensation and Governance Committee considered these qualifications, in addition to her financial expertise, stature in the local community and experience with the organization in making the determination that Ms. Bontempo should be a nominee for director of M&T Bank Corporation.

ROBERT T. BRADY is 72, is a member of the Nomination, Compensation and Governance Committee and has been a director since 1994.

Mr. Brady was, from 1996 until 2011, chairman of the board of directors and chief executive officer of Moog Inc., a worldwide manufacturer of control systems and components for aircraft, satellites, automated machinery and medical equipment. He now serves as Moog’s executive chairman. Mr. Brady is a director of M&T Bank. He is a director of National Fuel Gas Company and Astronics Corporation. Mr. Brady is also a director of the Buffalo Niagara Partnership, a director of the Albright-Knox Art Gallery and serves on the University at Buffalo Council. Mr. Brady also served as a director of Seneca Foods Corporation until 2011.

The Nomination, Compensation and Governance Committee considered these qualifications, in addition to his significant public company managerial experience, stature in the local community and tenure with the organization in making the determination that Mr. Brady should be a nominee for director of M&T Bank Corporation.

T. JEFFERSON CUNNINGHAM III is 70, is a member of the Risk Committee and has been a director since 2001.

Mr. Cunningham is a director of M&T Bank, was a member of its Community Reinvestment Act Committee and is a member and the chairman of M&T Bank’s Directors Advisory Council-Hudson Valley Division. He assumed these positions with M&T Bank Corporation and M&T Bank upon M&T Bank Corporation’s acquisition of Premier National Bancorp, Inc. (“Premier”) on February 9, 2001. In 2011, Mr. Cunningham also became a member of M&T Bank’s Trust and Investment Committee. From 1994 through February 9, 2001, he served as chairman of the board and chief executive officer of Premier and its bank subsidiary, Premier National Bank, and of Premier’s predecessor, Hudson Chartered Bancorp, Inc. Mr. Cunningham is, and has been since prior to

2006, chairman and chief executive officer of Magnolia Capital Management, Ltd., a registered investment adviser. He is also a trustee of Boscobel Restoration, Inc., a trustee of Open Space Institute and an advisory director of the Hudson River Valley Greenway Communities Council.

The Nomination, Compensation and Governance Committee considered these qualifications, in addition to his significant experience in the financial services industry, including his prior service as a chief executive officer, and his experience with the organization in making the determination that Mr. Cunningham should be a nominee for director of M&T Bank Corporation.

MARK J. CZARNECKI is 57 and has been a director since 2007. He is president of M&T Bank Corporation.

Mr. Czarnecki is the president and a director of M&T Bank, and is chairman of its Trust and Investment Committee. Prior to his appointment as the president of M&T Bank Corporation and M&T Bank on January 1, 2007, he served as an executive vice president of M&T Bank Corporation and M&T Bank and was in charge of the M&T Investment Group and M&T Bank’s retail banking network. Mr. Czarnecki is the chairman of the board, president and chief executive officer of Wilmington Trust, N.A. and a member of its Trust and Investment Committee, and also serves as a director and officer of a number of principal subsidiaries of M&T Bank. Mr. Czarnecki joined M&T Bank in 1977 in the branch banking system and has served in a number of executive and management positions. He serves as chairman of the board of trustees of M&T Bank’s partner school, Westminster Community Charter School, is a vice chairman of the University at Buffalo Council and a director of the Buffalo Niagara Partnership.

The Nomination, Compensation and Governance Committee considered these qualifications, in addition to his current position and experience with the organization in making

the determination that Mr. Czarnecki should be a nominee for director of M&T Bank Corporation.

GARY N. GEISEL is 64, is a member of the Nomination, Compensation and Governance Committee and the Risk Committee and has been a director since 2009.

Mr. Geisel is a director of M&T Bank and the chairman and a member of M&T Bank’s Directors Advisory Council-Baltimore- Washington Division. He was the chairman of the board and chief executive officer of Provident Bankshares Corporation (“Provident”) and Provident Bank from April 2003 until M&T Bank Corporation’s acquisition of Provident on May 23, 2009. Before becoming chairman and chief executive officer, Mr. Geisel was president and chief operating officer of Provident and Provident Bank from January 2001 until April 2003. He was also a director of Provident and Provident Bank from 2001 until the acquisition on May 23, 2009. Mr. Geisel is a member of the boards of directors of St. Agnes Hospital and Goodwill Industries of the Chesapeake, Inc. He is the Chairman of St. Agnes Hospital.

The Nomination, Compensation and Governance Committee considered these qualifications, in addition to his significant experience in the financial services industry, including his prior service as a chief executive officer, and stature in the local community in making the determination that Mr. Geisel should be a nominee for director of M&T Bank Corporation.

JOHN D. HAWKE, JR. is 79, is a member and the chair of the Risk Committee and has been a director since 2012.

Mr. Hawke is a partner with the Washington, D.C. based law firm of Arnold & Porter, LLP, where he previously served as chair of the firm and established one of the nation’s premier financial services practices. He also has extensive experience in the financial regulation in the public sector, having served as the Comptroller of the Currency for six years, a

member of the Board of Directors of the Federal Deposit Insurance Corporation, Under Secretary of the Treasury for Domestic Finance, and as General Counsel to the Board of Governors of the Federal Reserve System. He is also a director of M&T Bank.

The Nomination, Compensation and Governance Committee considered these qualifications, in addition to his significant experience in bank regulatory matters in making the determination that Mr. Hawke should be a nominee for director of M&T Bank Corporation.

PATRICK W.E. HODGSON is 72, is a member of the Executive Committee and the Audit and Risk Committee and has been a director since 1987.

Mr. Hodgson is, and has been since prior to 2006, president of Cinnamon Investments Limited, a private investment company with securities holdings. He is a director and a member of the Executive, Examining and Trust and Investment Committees of M&T Bank. Mr. Hodgson was the chairman of Todd Shipyards Corporation from 1993 to 2011 and is a director of EGI Financial Holdings Inc.

The Nomination, Compensation and Governance Committee considered these qualifications, in addition to his financial expertise, public company managerial experience and his experience with the organization in making the determination that Mr. Hodgson should be a nominee for director of M&T Bank Corporation.

RICHARD G. KING is 68, is a member of the Audit and Risk Committee and has been a director since 2000.

Mr. King is chairman of the executive committee of Utz Quality Foods, Inc., a manufacturer and distributor of salted snack foods located in Hanover, Pennsylvania. He formerly served as president and chief operating officer of Utz from January 1996 until December 2007. Mr. King is a director of M&T Bank and a member of its Examining and

Trust and Investment Committees. He had served as a director of Keystone Financial Inc. (“Keystone”) from 1997, and as director of Keystone Financial Bank, N.A. from 1999, through M&T Bank Corporation’s acquisition of Keystone Financial Inc. in 2001. Mr. King is also a director of High Industries, Inc., Hanover Shoe Farms, Inc. and WITF, Inc.

The Nomination, Compensation and Governance Committee considered these qualifications, in addition to his significant management experience and experience with the organization in making the determination that Mr. King should be a nominee for director of M&T Bank Corporation.

JORGE G. PEREIRA is 79 and has been a director since 1982. He is a vice chairman of the board of M&T Bank Corporation.

Mr. Pereira has been a private investor since prior to 2006. He is a vice chairman of the board and a director of M&T Bank. Mr. Pereira also serves as the “lead independent director” of M&T Bank Corporation and has been designated as the presiding director of the non-management directors of M&T Bank Corporation when they meet in executive sessions.

The Nomination, Compensation and Governance Committee considered his significant international experience in the financial services industry and experience with the organization in making the determination that Mr. Pereira should be a nominee for director of M&T Bank Corporation.

MICHAEL P. PINTO is 57 and has been a director since 2003. He is a vice chairman of the board of M&T Bank Corporation.

Mr. Pinto is a vice chairman and a director of M&T Bank, chairman and chief executive officer of M&T Bank’s Mid-Atlantic Division, and executive vice president and a director of Wilmington Trust, N.A. He is also a member of the Trust and Investment Committee of Wilmington Trust, N.A. and a director or officer of a number of subsidiaries of M&T

Bank. Mr. Pinto joined M&T Bank in 1985 as an executive associate and has served in a number of executive positions, including as chief financial officer. He is a member of the board of trustees of Mercy Health Services, Inc., the board of directors of the Baltimore Symphony Orchestra and the Baltimore Community Foundation.

The Nomination, Compensation and Governance Committee considered these qualifications, in addition to his prior service as chief financial officer, current position and experience with the organization in making the determination that Mr. Pinto should be a nominee for director of M&T Bank Corporation.

MELINDA R. RICH is 55 and has been a director since 2009.

Mrs. Rich is a director of M&T Bank and past chair of its Community Reinvestment Act Committee. She serves on the Board of Directors for, and has been since July 2006, vice chairman of Rich Products Corporation, a privately owned frozen food manufacturer headquartered in Buffalo, New York. Mrs. Rich is chairperson of Rich Products Corporation’s finance and audit committee and a member of Rich Products Corporation’s executive committee. She is also the president of Rich Entertainment Group, which consists of various businesses in the sports, entertainment and restaurant industries. Mrs. Rich is also a director of several other entities within the Rich Products Corporation family of companies. She is a former director of Wm. Wrigley, Jr. Company, having served in such capacity from January 1999 through October 2008, and she was chair of its corporate governance committee from March 2005 through October 2008. Mrs. Rich is currently a director of Cleveland Clinic’s Wellness Institute Leadership Council and Cleveland Clinic Innovations Board of Regents. She is a director of several charitable foundations including The Culinary Institute of America, Rich Family Foundation, DreamCatcher Foundation, Inc.

and Cleveland Rock and Roll, Inc./Rock and Roll Hall of Fame & Museum.

The Nomination, Compensation and Governance Committee considered these qualifications, in addition to her significant management experience, stature in the local community in making the determination that Mrs. Rich should be a nominee for director of M&T Bank Corporation.

ROBERT E. SADLER, JR. is 67, is a member of the Risk Committee and has been a director since 1999.

Mr. Sadler is a director of M&T Bank and a member of its Trust and Investment Committee. He is a former vice chairman of the board of M&T Bank Corporation and M&T Bank. Mr. Sadler joined M&T Bank in 1983 and served in a number of executive positions until his retirement in June 2010, after which he continued as a consultant. From June 21, 2005 to January 1, 2007, he also served as president and chief executive officer of M&T Bank Corporation and M&T Bank. Mr. Sadler serves as a director of Gibraltar Industries, Inc., Delaware North Companies and Security Mutual Life Insurance Company of New York.

The Nomination, Compensation and Governance Committee considered these qualifications, in addition to his prior service as chief executive officer and experience with the organization in making the determination that Mr. Sadler should be a nominee for director of M&T Bank Corporation.

HERBERT L. WASHINGTON is 62, is a member of the Audit and Risk Committee and has been a director since 1996.

Mr. Washington is, and has been since prior to 2006, president of H.L.W. Fast Track, Inc., the owner and operator of twenty-four McDonald’s Restaurants located in Ohio and Pennsylvania. Mr. Washington is a director and a member of the Examining Committee of M&T Bank.

The Nomination, Compensation and Governance Committee considered these qualifications, in addition to his significant management experience and experience with the organization in making the determination that Mr. Washington should be a nominee for director of M&T Bank Corporation.

ROBERT G. WILMERS is 78 and has been a director since 1982. He is the chairman of the board and chief executive officer of M&T Bank Corporation, and is the chairman of its Executive Committee.

Mr. Wilmers is the chairman of the board and chief executive officer of M&T Bank, chairman of its Executive Committee and a member of its Trust and Investment Committee.

The Nomination, Compensation and Governance Committee considered these qualifications, in addition to his current position and experience with the organization in making the determination that Mr. Wilmers should be a nominee for director of M&T Bank Corporation.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL 15 NOMINEES.

The voting requirements with respect to the election of directors are specified under the caption “VOTING RIGHTS.”

PROPOSAL TO APPROVE THE M&T BANK CORPORATION EMPLOYEE STOCK PURCHASE PLAN

On November 20, 2012, the Board of Directors M&T Bank Corporation unanimously approved the Employee Stock Purchase Plan, subject to shareholder approval solicited hereby, and authorized its submission to shareholders for approval at the 2013 Annual Meeting of Shareholders. Shareholder approval is being sought to satisfy certain requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), relating to the qualification of the Employee Stock Purchase Plan under Section 423 of the Internal Revenue Code (“Code Section 423”). A copy of the Employee Stock Purchase Plan is attached to this Proxy Statement as Appendix A.

Reasons for the Employee Stock Purchase Plan. The Board of Directors of M&T Bank Corporation and management believe that the Employee Stock Purchase Plan will provide eligible employees with an opportunity to purchase shares of Common Stock through accumulated voluntary payroll deductions at a discount to the market value of the Common Stock, thereby encouraging their participation in the ownership of M&T Bank Corporation and providing an incentive for them to promote the continued success of M&T Bank Corporation. In addition, they also believe that it will enhance M&T Bank Corporation’s ability to attract and retain qualified employees. They further believe that it is in the best interests of M&T Bank Corporation and its shareholders to recognize the contributions of its employees in the success of M&T Bank Corporation by providing an incentive to the continued service of such employees.

M&T Bank Corporation’s executive officers are ineligible to participate in the Employee Stock Purchase Plan pursuant to the terms thereof. Also excluded are certain other members of senior management, certain temporary employees and employees under 18 years of age.

Description of the Employee Stock Purchase Plan. The following summary is a brief description of the significant provisions of the Employee Stock Purchase Plan and does not purport to be a complete statement of the terms and conditions of the Employee Stock Purchase Plan. Each shareholder is urged to review the Employee Stock Purchase Plan in its entirety.

Qualification under Section 423 of the Internal Revenue Code. The Employee Stock Purchase Plan is intended to be an “employee stock purchase plan” within the meaning of Code Section 423. Generally, under Code Section 423, participants in the Employee Stock Purchase Plan will be treated as having been granted an option to buy Common Stock at a specified option price on the offering date for any option period in which he or she participates.

Shares Subject to the Employee Stock Purchase Plan. The Employee Stock Purchase Plan provides for the issuance of a maximum of 2,500,000 shares of Common Stock, subject to certain antidilution and capital adjustment provisions. M&T Bank Corporation intends to acquire Common Stock in the open market to fulfill its obligations under the Employee Stock Purchase Plan.

Administration. The Employee Stock Purchase Plan is administered by the Nomination, Compensation and Governance Committee of the Board of Directors of M&T Bank Corporation. The Nomination, Compensation and Governance Committee will have full authority to adopt such rules and procedures that are consistent with Code Section 423 as it may deem necessary for proper plan administration and to interpret the provisions of the Employee Stock Purchase Plan.

The Nomination, Compensation and Governance Committee may delegate administrative tasks under the Employee Stock Purchase Plan to any other persons or entities. In connection therewith, Fidelity Investments

has initially been retained to be the record keeper of the Employee Stock Purchase Plan and to establish brokerage accounts on behalf of each participant to hold shares of Common Stock purchased by participants under the Employee Stock Purchase Plan.

Amendment and Termination. The Board of Directors of M&T Bank Corporation may amend or terminate the Employee Stock Purchase Plan in any respect at any time, except that shareholder and/or participant approval may be required for certain types of amendments.

Eligibility and Participation. All employees of M&T Bank Corporation and its participating affiliates are eligible to participate in the Employee Stock Purchase Plan, except for executive officers, certain other members of senior management, certain temporary employees and employees under 18 years of age.

Participation in the Employee Stock Purchase Plan is voluntary. Eligible employees may elect to participate in the Employee Stock Purchase Plan during any option period by enrolling during the enrollment period for an option period.

Under the terms of the Employee Stock Purchase Plan, a participant may not purchase more than 5,000 shares of Common Stock (subject to adjustment pursuant to antidilution and capital adjustment provisions) with respect to any option period. In addition, a participant may not purchase shares pursuant to the Employee Stock Purchase Plan that would give such participant the right in any one calendar year to purchase shares of Common Stock under the Employee Stock Purchase Plan with a fair market value exceeding $25,000.

Option Periods. Shares of Common Stock will be issued through a series of successive option periods. Participants will be granted a separate option to purchase shares of Common Stock for each option period in which they participate.

Options under the Employee Stock Purchase Plan will generally be granted on February 1st and August 1st (each an “offering date”). The February 1st offering date starts a twelve month option period that runs from February 1st to January 31st. The August 1st offering date starts a six month option period that runs from August 1st to January 31st and is only available if a participant did not participate in the preceding option period starting on February 1st. Each option will be automatically exercised on the January 31st at the end of the option period, or if that is not a business day, the next following business day (an “exercise date”), unless a participant has withdrawn from or otherwise become ineligible to participate in the Employee Stock Purchase Plan. Each option granted under the Employee Stock Purchase Plan entitles a participant to purchase the whole number of shares of Common Stock obtained by dividing the participant’s payroll deductions for the option period by the option price in effect for such period. Any remaining cash balance in a participant’s account will be refunded to the participant.

The first option period under the Employee Stock Purchase Plan began on February 1, 2013 and will end on January 31, 2014. The Nomination, Compensation and Governance Committee has the power to change the length and/or frequency of option periods.

Payment for Common Stock. Participants will make payments for Common Stock under the Employee Stock Purchase Plan through authorized payroll deductions of a whole percentage of compensation (from 1-10%), which percentage may not be increased during the option period and may be decreased once during the option period, however, any subsequent reduction would be limited to 0% and constitute a withdrawal from the plan.

All amounts deducted from a participant’s pay will be credited to a stock purchase bookkeeping account established for each participant’s benefit, from which Common Stock will be purchased on the exercise date for

each option period. A participant’s account will not be credited with interest.

Neither M&T Bank Corporation nor its affiliates will make any contributions to the Employee Stock Purchase Plan on behalf of any participant.

Purchases of Common Stock. On the exercise date of each option period, the amount in a participant’s account will be used to purchase the largest whole number of shares of Common Stock that such amount will purchase, at a price equal to 90% of the fair market value of a share of Common Stock on such exercise date (the “option price”).

All funds received by M&T Bank Corporation by reason of purchases of Common Stock under the Employee Stock Purchase Plan may be used by M&T Bank Corporation for any corporate purpose.

Delivery of Shares of Common Stock. As promptly as practicable after each option period, the shares of Common Stock purchased by a participant on the exercise date for such option period will be credited to his or her brokerage account. The shares of Common Stock purchased by a participant will, for all purposes, be deemed to have been issued as of the close of business on the exercise date. Prior to that time, none of the rights or privileges of a shareholder of M&T Bank Corporation will exist with respect to such shares and participants will have no interest, voting or dividend rights in such shares.

Participants may sell or otherwise dispose of their shares of Common Stock at any time. Participants may not, however, withdraw any shares of Common Stock from the brokerage account established on their behalf or transfer them to another brokerage account during the first two years from the offering date for the option period for which they purchased such shares. This withdrawal restriction allows M&T Bank Corporation to track the disposition of shares of Common Stock purchased under the

Employee Stock Purchase Plan for federal income tax purposes. See “Summary of Certain Federal Income Tax Consequences” below.

After the end of this two-year period, participants may then withdraw such shares or transfer them to another brokerage account.

Fees and Expenses. Costs and expenses incurred in the administration of the Employee Stock Purchase Plan and the maintenance of brokerage accounts will be paid by M&T Bank Corporation. M&T Bank Corporation will not pay, however, any brokerage fees and commissions that participants incur in the sale of shares of Common Stock they acquire under the Employee Stock Purchase Plan.

Summary of Certain Federal Income Tax Consequences. In general, a participant will not recognize income at the time of the grant of an option under the Employee Stock Purchase Plan (i.e., on an offering date) or on the purchase of shares of Common Stock upon the exercise of such an option (i.e., on an exercise date). No deduction will be allowable to M&T Bank Corporation or its affiliates in connection with either the grant of an option under the Employee Stock Purchase Plan or the issuance of shares of Common Stock upon exercise.

If a participant sells, gives or otherwise disposes of shares of Common Stock acquired under the Employee Stock Purchase Plan more than two years after the offering date and more than one year after the exercise date (the “required holding period”) or in the event of a participant’s death, the participant will recognize ordinary income for federal income tax purposes equal to the lesser of (a) the excess, if any, of the fair market value of the shares on the date of disposition or death, over the amount paid for the shares or (b) the excess of the fair market value of the shares on the offering date over the amount paid for the shares. In addition, any gain recognized on disposition in excess of the ordinary income resulting therefrom will be capital gain, and any loss recognized will be a capital loss. No deduction for federal income

taxes will be allowed to M&T Bank Corporation or its affiliates attributable to ordinary income recognized upon a participant’s death or upon disposition of shares after the required holding period.

If a participant sells, gives or otherwise disposes of shares acquired under the Employee Stock Purchase Plan prior to the expiration of the required holding period (other than after his or her death), the participant will recognize ordinary income for federal income tax purposes equal to the excess of the fair market value of the shares as of the exercise date over the amount paid for the shares. In addition, any gain recognized on disposition in excess of the ordinary income resulting therefrom will be capital gain, and any loss recognized will be a capital loss. M&T Bank Corporation or its affiliates will be entitled to a deduction for federal income tax purposes equal to the amount of ordinary income recognized upon disposition of shares by participants during the required holding period, provided certain income tax reporting requirements are satisfied.

Tax Consequences if the Employee Stock Purchase Plan is not Approved by M&T Bank Corporation’s Shareholders. Code Section 423 requires that M&T Bank Corporation’s shareholders approve the Employee Stock Purchase Plan within 12 months after it was adopted by the Board of Directors (i.e., November 20, 2012). If M&T Bank Corporation’s shareholders do not approve the Employee Stock Purchase Plan by November 20, 2013, then the Employee Stock Purchase Plan will not qualify under Code Section 423, and generally the discount participants receive on purchases of Common Stock under the Employee Stock Purchase Plan on any exercise date will be taxable income to

participants at that time. If M&T Bank Corporation’s shareholders do not approve the Employee Stock Purchase Plan by November 20, 2013, participants will be notified by the Nomination, Compensation and Governance Committee and given the opportunity to withdraw from the Employee Stock Purchase Plan before any shares of Common Stock are purchased on a participant’s behalf.

Other Considerations. The above description of tax consequences is general in nature and does not purport to be a complete description of the rules governing federal income tax consequences of employee stock purchase plans. Moreover, statutory provisions are subject to change, as are their interpretations, and their application may vary in individual circumstances. Finally, the consequences under applicable state, local or foreign income tax laws may not be the same as under the federal income tax laws.

Accounting Treatment. In accordance with GAAP, the discount to the purchase price for shares granted under the Employee Stock Purchase Plan will result in a charge against net income and earnings per share for M&T Bank Corporation.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE EMPLOYEE STOCK PURCHASE PLAN.

The voting requirements with respect to this proposal are specified under the caption “VOTING RIGHTS.”

ADVISORY (NON-BINDING) PROPOSAL TO APPROVE THE COMPENSATION OF M&T BANK CORPORATION’S NAMED EXECUTIVE OFFICERS

M&T Bank Corporation believes that its 2012 compensation policies and practices are centered on a pay-for-performance culture and are strongly aligned with the long-term interests of its shareholders. These policies and practices are described in detail on pages 19 to 29 of this Proxy Statement.

Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted on July 21, 2010, requires that all U.S. public companies provide their shareholders with an advisory vote on the compensation of its Named Executive Officers. On January 25, 2011, the SEC adopted final rules implementing this requirement. Therefore, the Board of Directors is providing its shareholders with the right to cast an advisory vote on the compensation of M&T Bank Corporation’s Named Executive Officers at the 2013 Annual Meeting of Shareholders.

This proposal, commonly known as a “say-on-pay” proposal, gives shareholders the opportunity to vote on the compensation of M&T Bank Corporation’s Named Executive Officers through the following resolution:

“RESOLVED, that the compensation paid to M&T Bank Corporation’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.”

The shareholder vote on this matter is advisory and will therefore not be binding upon the Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THIS RESOLUTION.

The voting requirements with respect to this proposal are specified under the caption “VOTING RIGHTS.”

ADVISORY (NON-BINDING) PROPOSAL TO RECOMMEND THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF M&T BANK CORPORATION’S NAMED EXECUTIVE OFFICERS

On January 25, 2011, the SEC adopted amendments to the Exchange Act and the related regulations that require all U.S. companies to conduct a shareholder advisory vote on executive compensation and a separate shareholder vote to determine how often a company will conduct such shareholder advisory votes. Under this proposal, commonly known as a “say-on-frequency” proposal, you may vote to have a “say-on-pay” vote take place annually (every year), every two years or every three years. You may also choose to abstain.

This “say-on-frequency” proposal gives shareholders the opportunity to vote on the frequency of future advisory votes on the compensation of M&T Bank Corporation’s Named Executive Officers through the following resolution:

“RESOLVED, that the highest number of votes cast by the shareholders of M&T Bank Corporation for every one, two or three years as reflected by their votes for each of these alternatives shall be deemed to be the preferred frequency with which M&T Bank Corporation is to hold an advisory vote to approve the compensation of its Named Executive Officers.”

The shareholder vote on this matter is advisory and will therefore not be binding upon the Board of Directors. In addition, shareholders are not being asked to vote to approve or disapprove the Board of Directors’ recommendation, but to recommend the frequency of the say-on-pay vote described above.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR HOLDING AN ADVISORY VOTE FOR THE APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS EVERY YEAR (ANNUALLY).

PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATER- HOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF M&T BANK CORPORATION

On February 19, 2013, the Audit and Risk Committee appointed PricewaterhouseCoopers LLP, certified public accountants, as the independent registered public accounting firm of M&T Bank Corporation for the year 2013, a capacity in which it has served since 1984.

Although shareholder approval of the appointment of the independent registered public accounting firm is not required by law, M&T Bank Corporation has determined that it is desirable to request that the shareholders ratify the Audit and Risk Committee’s appointment of PricewaterhouseCoopers LLP as M&T Bank Corporation’s independent registered public accounting firm for the year ending December 31, 2013. In the event the shareholders fail to ratify the appointment, the Audit and Risk Committee will reconsider this appointment and make such a determination as it believes to be in M&T Bank Corporation’s and its shareholders’ best interests. Even if the appointment is ratified, the Audit and Risk Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit and Risk Committee determines that such a change would be in M&T Bank Corporation’s and its shareholders’ best interests.

Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting of Shareholders. The representatives may, if they wish, make a statement and, it is expected, will be available to respond to appropriate questions.

Following is a summary of the fees billed to M&T Bank Corporation by Pricewaterhouse- Coopers LLP for professional services rendered during 2012 and 2011, which fees totaled $3,904,966 and $4,367,515, respectively, and are categorized in accordance with the SEC’s rules as follows:

Audit Fees. Fees billed by Pricewaterhouse- Coopers LLP for services rendered for the audit of M&T Bank Corporation’s annual consolidated financial statements as of and for the years ended December 31, 2012 and 2011, for its review of M&T Bank Corporation’s quarterly consolidated financial statements during 2012 and 2011, and for other audit and attest services in connection with statutory and regulatory filings as of and for the years ended December 31, 2012 and 2011, totaled $3,012,500 and $3,316,571, respectively.

Audit-Related Fees. Fees billed by PricewaterhouseCoopers LLP for audit-related services, including audits of employee benefit plans and other attest services that are not required by statute or regulation, rendered to M&T Bank Corporation totaled $699,104 and $654,163 for the years ended December 31, 2012 and 2011, respectively. Of the audit- related fees billed for the years ended December  31, 2012 and 2011, all services were pre-approved by the Audit and Risk Committee.

Tax Fees. Fees billed by Pricewaterhouse- Coopers LLP for tax compliance, planning and consulting totaled $187,381 and $390,800 for the years ended December 31, 2012 and 2011, respectively. Of the tax fees billed for the years ended December 31, 2012 and 2011, all services were pre-approved by the Audit and Risk Committee.

All Other Fees. PricewaterhouseCoopers LLP billed a total of $5,981 for research software licensing fees for both the years ended December 31, 2012 and 2011, respectively. All fees billed in this category for the years ended December 31, 2012 and 2011 were pre-approved by the Audit and Risk Committee.

The Audit and Risk Committee has determined that PricewaterhouseCoopers LLP’s provision of professional services is compatible with maintaining its independence. No fees were billed and no services were provided by PricewaterhouseCoopers LLP during 2012 and 2011 for financial information systems design and implementation.

No other fees were billed for any other services and no other services were provided by PricewaterhouseCoopers LLP for the years ended December 31, 2012 and 2011.

Policy on Audit and Risk Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm. Beginning for the year ended December 31, 2003, M&T Bank Corporation instituted a policy that the Audit and Risk Committee pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally detailed as to the particular service or category of services and is generally subject to a specific budget range. The independent registered public accounting firm and management are required to periodically report to the Audit and Risk Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval policy, and the fees for the services performed to date. The Audit and Risk Committee may also pre-approve additional services on a case-by-case basis. In the period between meetings of the Audit and Risk Committee, the Chair of the Audit and Risk Committee is authorized to pre-approve such services on behalf of the Audit and Risk Committee provided that such pre-approval is reported to the Audit and Risk Committee at its next regularly scheduled meeting.

Before appointing PricewaterhouseCoopers LLP, the Audit and Risk Committee considered PricewaterhouseCoopers LLP’s qualifications as an independent registered public accounting firm. This included a review of the qualifications of the engagement team, the quality control procedures the firm has established, any issues raised by the most recent quality control review of the firm, as well as its reputation for integrity and competence in the fields of accounting and auditing. The Audit and Risk Committee’s review also included matters required to be considered under the SEC’s rules on auditor independence, including the nature and extent of non-audit services, to ensure that the auditor’s independence will not be impaired. The Audit and Risk Committee has considered and determined that PricewaterhouseCoopers LLP’s provision of non-audit services to M&T Bank Corporation during 2012 is compatible with and did not impair PricewaterhouseCoopers LLP’s independence.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINT- MENT OF PRICE WATERHOUSE- COOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF M&T BANK CORPORATION FOR THE YEAR ENDING DECEMBER 31, 2013.

The voting requirements with respect to this proposal are specified under the caption “VOTING RIGHTS.”

Section 16(a) Beneficial Ownership Reporting Compliance. Under Section 16(a) of the Exchange Act, M&T Bank Corporation’s directors and officers and persons who beneficially own more than 10% of the outstanding shares of Common Stock are required to report their beneficial ownership of the Common Stock and any changes in that beneficial ownership to the SEC and the NYSE. M&T Bank Corporation believes that these filing requirements were satisfied by all of its directors and officers during 2012, except with

respect to one transaction that was reported late for each of John L. D’Angelo, Gary N. Geisel, Michael P. Pinto, Robert E. Sadler, Jr. and Robert G. Wilmers. In making the foregoing statement, M&T Bank Corporation has relied on copies of the reporting forms received by it or on the written representations from such reporting persons that no additional forms were required to be filed under the applicable rules of the SEC.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Compensation Discussion and Analysis

Overview of M&T Bank Corporation and 2012 Financial Performance. M&T Bank Corporation (sometimes referred to in this discussion as M&T or the Company) is a financial holding company that offers a wide range of commercial banking, trust, wealth advisory and investment services to its customers. As of December 31, 2012, M&T had consolidated total assets of $83.0 billion, deposits of $65.6 billion and shareholders’ equity of $10.2 billion, and employed TBD full-time and TBD part-time employees. M&T reported net income of $1.029 billion and diluted earnings per common share of $7.54 for the year ended December 31, 2012, both as reported in accordance with generally accepted accounting principles. In addition to the 20% growth in net income, M&T also improved its return on tangible average assets and tangible average shareholders’ equity during the year, maintaining top quartile performance on those key measures relative to our comparison group of other commercial banking companies (as described below). M&T’s performance in 2012 equaled or exceeded its business plan on every key measure, including net income, earnings per common share, return on assets, return on equity, net interest margin, efficiency ratio, various credit metrics, and various capital ratios. In addition, M&T’s total return to shareholders was in the top quartile of the comparison group for 2012, the two-year period of 2011 through 2012, and the five year period of 2008 through 2012, and earnings-per-share growth was in the top quartile of the comparison group for the period of financial and economic difficulties experienced from 2006 through 2012.

Overview and Objectives of Executive Compensation Programs. The objective of M&T’s compensation programs is to attract, develop and retain executive officers capable of maximizing performance for the benefit of the Company’s shareholders. Our compensation philosophy is, and has long been, to emphasize long-term, equity-based compensation for its Named Executive Officers (sometimes referred

to as NEOs) and other employees. This philosophy allows M&T to align its compensation with performance in three ways:

Our ability to fulfill the objective of M&T’s compensation programs and maintain our compensation philosophy has been impacted since 2009 by the rules governing executive compensation applicable to financial institutions that received investments from the U.S. Department of the Treasury (sometimes referred to as Treasury) under the TARP Capital Purchase Program (sometimes referred to as the TARP CPP). As discussed in greater detail below, we have been required to modify the compensation structure for our NEOs, other executive officers and certain highly compensated employees in order to comply with these rules while still ensuring that we remain competitive in attracting, developing and retaining high performing executive officers and other employees. While M&T exited the TARP CPP on August 21, 2012 as a result of Treasury’s sale of the remaining M&T preferred stock that it held from M&T’s participation in the TARP CPP, the compensation rules of that program still affected the compensation these individuals could receive for the portion of 2012 up to that date.

Implications of Participation in the TARP CPP on Executive Compensation Arrangements. As a result of M&T’s participation in the TARP CPP, M&T became subject to certain restrictions on executive

compensation set forth in Section 111 of EESA and the Securities Purchase Agreement entered into by M&T Bank Corporation and Treasury on December 23, 2008. Subsequently, the American Recovery and Reinvestment Act of 2009 was signed into law on February 17, 2009 and included a provision that amended Section 111 of EESA and directed Treasury to establish specified standards on executive compensation and corporate governance. On June 15, 2009, Treasury published its Interim Final Rule on TARP Standards for Compensation and Corporate Governance (sometimes referred to as the TARP Interim Final Rule) which established those standards (sometimes referred to as the TARP Compensation Standards). The TARP Compensation Standards generally apply to all TARP recipients in the programs under TARP, including specifically to M&T under the TARP CPP.

The standard that has had the largest impact on M&T’s compensation structure is a prohibition on paying bonuses, retention awards and incentive compensation, other than limited amounts of long-term restricted stock or pursuant to commission plans or certain preexisting employment contracts, to our Senior Executive Officers, or SEOs, which includes our five NEOs, and the next 20 most highly compensated employees. Because M&T exited the TARP CPP as a result of Treasury’s sale of the remaining M&T preferred stock that it held from M&T’s participation in the TARP CPP on August 21, 2012, these employees could only receive long-term restricted stock in accordance with the TARP Compensation Standards for the 234 days of 2012 up to that date. However, these employees could receive incentives that are not

restricted by the TARP Compensation Standards for the remaining 132 days of 2012 and that are intended to reinforce the alignment of their compensation with shareholders and the long-term performance of M&T.

Process for Determining Executive Compensation. The Nomination, Compensation and Governance Committee of our Board of Directors (sometimes referred to in this discussion as the Committee) is responsible for determining the compensation of our NEOs. As discussed below, the Committee reviews the compensation levels of the NEOs relative to a group of commercial banking peers and considers the financial performance of the Company relative to that peer group as well as certain other factors, including our compensation mix strategy as described herein and individual and corporate performance, in determining the amount and mix of compensation to be paid to each NEO and, when applicable, in compliance with the TARP Compensation Standards.

Compensation Review. At least annually, the Committee compares compensation levels for the NEOs and M&T’s financial performance to a group of commercial banking institutions of similar business makeup, size and geographic reach. M&T selected the nine commercial banking companies listed below, which group was determined by taking the group of U.S. based commercial bank holding companies having assets of at least $50 billion but not more than $200 billion as of December 31, 2011, and removing those that had a significantly dissimilar business mix, or had a substantial international presence:

The 2012 comparison group differed from the 2011 comparison group in that Capital One Financial Corporation (too large) and Synovus Financial Corp. (too small) were removed.

Solely for the purposes of benchmarking the financial performance of M&T, the Committee added Wells Fargo & Company and U.S. Bancorp to the comparison group. The Committee considers these two banks too large to be appropriate for purposes of benchmarking compensation, but does think it appropriate to include them for purposes of benchmarking financial performance.

Consistent with its philosophy of providing incentives that link compensation to firm performance, in determining the appropriate mix of compensation among base salary, annual cash incentives and stock-based compensation, the Committee assesses the performance of each

NEO after the year is complete against management’s annual business plan that is approved by the Board of Directors. The plan provides the Committee with a detailed assessment of our expectations for M&T’s performance, including its return on assets, return on equity, earnings-per-share growth, expense management, revenue growth, market concentration, credit quality measures and various other financial performance measures. The Committee assesses the performance of each NEO in light of the business plan and relative to the performance of the firms in the comparison group.

The Committee considers a number of factors specific to each executive’s role when determining the amount and mix of compensation to be paid. These factors are briefly summarized in the table below:

Role of Compensation Consultants. In both 2011 and 2012, the Nomination, Compensation and Governance Committee retained the services of Aon/McLagan to review the NEOs’ compensation and to provide insights for each of those years into the anticipated compensation levels within the comparison group for 2011 and 2012 performance. Aon/McLagan’s review included a review of the following components of NEO compensation:

The review compared NEO compensation to the compensation of the comparison group as determined by Aon/McLagan based on information provided by the comparison group in the 2011 and 2012 proxy statements, surveys and other sources. The Committee uses information about the comparison group to help assess the competitiveness of the Company’s pay practices. Aon/McLagan also provided opinions to the Committee regarding the reasonableness of the compensation determinations made with respect to the NEOs in January 2012 and January 2013 and their compliance with the TARP Compensation Standards. Additional information regarding Aon/McLagan and a description of the services provided by it and its affiliates to M&T during 2012, including the fees paid by M&T, is provided in this Proxy Statement in the section below entitled “CORPORATE GOVERNANCE OF M&T BANK CORPORATION.”

Individual Performance Assessments. In addition to the overall performance metrics for M&T discussed above, the Committee considered the following in assessing the performance of the NEOs during 2012 and the appropriate compensation levels and mix of compensation (base salary, annual cash incentive and stock-based compensation) to reflect that performance:

Mr. Wilmers. M&T’s overall financial performance was significantly improved from last year and better than M&T’s business plan. Expenses were well controlled, resulting in a

significant improvement in efficiency ratio. The ability to reach a merger agreement with Hudson City Bancorp, in addition to the integration of Wilmington Trust Corporation have positioned M&T well for the future. Several changes had been made, or were in the process of being made to strengthen M&T’s capital planning and risk management practices in response to regulatory changes.

Mr. Jones. During 2012, Mr. Jones led M&T’s efforts to strengthen its capital planning practices in response to regulatory changes. Mr. Jones conducted the analysis supporting the negotiations in reaching a merger agreement with Hudson City Bancorp. He was instrumental in both maintaining a strong (compared to the comparison group) net interest margin and improving M&T’s efficiency ratio.

Mr. Czarnecki. Mr. Czarnecki led the efforts to continue the integration of Wilmington Trust Corporation into M&T, particularly the wealth advisory and capital markets business lines. Mr. Czarnecki also shares accountability with Messrs. Wilmers and Pinto for the overall results of M&T.

Mr. Pinto. Mr. Pinto led the negotiations in reaching a merger agreement with Hudson City Bancorp. In addition to sharing accountability with Messrs. Wilmers and Czarnecki for the overall results of M&T, during 2012, Mr. Pinto focused on strengthening its capital planning practices and on growth in the mid-Atlantic market.

Mr. Pearson. As head of M&T’s senior loan committee, Mr. Pearson shares responsibility for M&T’s improved credit quality in 2012 and strong credit performance relative to the comparison group. He has also assumed responsibility for leading M&T’s integration efforts with Hudson City Bancorp.

Consideration of Shareholder Advisory Vote on Executive Compensation. The Committee views the shareholder vote on executive compensation as an important expression of whether other shareholders agree with the Committee’s efforts to align compensation with performance, particularly longer-term performance. In

connection with the shareholder advisory vote at last year’s Annual Meeting of Shareholders, 97.4% of the shares that were voted on that matter approved of the compensation of the NEOs. The Committee considered this to be a strong indication that other shareholders think that the NEOs’ compensation is aligned with the performance of M&T, and that the processes the Committee uses to determine that compensation are sufficient.

Components of Executive Compensation. Consistent with M&T’s philosophy of aligning NEO compensation with the interests of shareholders, the Committee historically tended to award a relatively higher percentage of compensation in the form of equity than members of the comparison group.

Based on the analysis performed by the Committee’s compensation consultant in 2012 (for compensation paid during the 2011 performance year), the aggregate total compensation (total cash compensation plus stock-based compensation or other long-term incentives) of the NEOs was below the aggregate medians for comparable executives employed by the members of the comparison group. With some members of the comparison group subject to the TARP Compensation Standards and some members not subject to such rules, it is difficult to make meaningful comparisons of the individual components of compensation. Consequently, in determining the appropriate level of compensation for the NEOs, the Committee focused on the total compensation of comparable positions within the comparison group. We provide a brief explanation of the factors used to determine each component of the NEOs’ compensation in the sections that follow.

Salaries. Base salaries of the NEOs are determined by the Committee based on a variety of factors, including the scope of the executive’s responsibilities, historical base salaries of comparable executives employed by members of the comparison group, and past and expected future contributions. In considering the appropriate salaries for the NEOs in 2012, the Committee considered it appropriate to account for the impact of the TARP Compensation Standards and incorporated a stock salary

component into each NEO’s base salary in order to maintain total compensation for each NEO that is competitive with comparable positions with firms in the comparison group. In making this determination, the Committee considered the benefit of using stock salary over additional cash salary in order to continue emphasizing equity-based compensation for the NEOs. Since the TARP Compensation Standards are not applicable to compensation earned for 2013, the Committee considered it appropriate to eliminate stock salary for all of the NEOs effective January 1, 2013.

2012 Salary Determinations. The Committee made base salary determinations for 2012 for the NEOs in January 2012 and approved an adjustment to Mr. Wilmers’ base salary in February 2012. Those determinations were influenced by the TARP Compensation Standards, including the prohibition on paying cash incentives to the NEOs and the limitation on equity awards that could be made to the NEOs. Given M&T’s strong performance in 2011, compared to both that of the comparison group and its business plan, the consummation of the acquisition of Wilmington Trust Corporation, and the continued lagging of the compensation of the NEOs compared to similar positions within the comparison group, the Committee determined that the total compensation of each of the NEOs should be increased. Considering the mix of compensation desired for the NEOs, the performance of each of the NEOs and information about relative compensation levels at the comparison group, the Committee determined that the salary of Mr. Wilmers should be increased by $100,000 (6%) in cash, the salaries of Messrs. Czarnecki and Pinto should each be increased by $100,000 (6%) in cash, the salary of Mr. Jones should be increased by $125,000 (12%), $50,000 in cash and $75,000 in stock salary, and the salary of Mr. Pearson should be increased by $50,000 (5%) in cash.

Similar to the prior years in which the NEOs have been subject to the TARP Compensation Standards, the Committee determined that the shares of Common Stock received by each NEO as stock salary would be subject to restrictions on transfer such that each NEO may not sell, transfer

or otherwise dispose of any Common Stock received as stock salary in 2012 until the earlier of (a) the date of that M&T repays the investment made under the TARP CPP, or (b) January 1, 2014. The number of shares of Common Stock to be paid to each NEO with respect to each biweekly pay period is to be determined by dividing the amount of stock salary with respect to that pay period by the reported closing price on the NYSE for a share of Common Stock on the pay date for such period. The NEOs may elect to pay the applicable taxes on the stock salary in cash or by having a portion of the stock salary withheld from each biweekly payment and receiving the net shares. The stock salary includes voting rights and the right to receive any dividends paid on the Common Stock if and when dividends are paid on the Common Stock.

2013 Salary Determinations. The Committee made base salary determinations for 2013 for the NEOs in January 2013. Since M&T exited the TARP CPP in 2012, the TARP Compensation Standards are no longer applicable, removing the prohibition on paying cash incentives to the NEOs and the limitation on equity awards that could be made to the NEOs for the 2013 performance year. The Committee therefore determined that it was appropriate for the stock salary being paid to each of the NEOs to be discontinued effective January 1, 2013. This initially decreased the salaries of the NEOs by the following amounts: Mr. Wilmers by $1 million, Messrs. Czarnecki and Pinto by $1.05 million each, Mr. Jones by $600,000 and Mr. Pearson by $550,000. Given M&T’s strong performance in 2012, compared to both that of the comparison group and its business plan, the well-managed integration of Wilmington Trust Corporation, the reaching of a merger agreement with Hudson City Bancorp, Inc., the individual performance of each of the NEOs as discussed above, and the continued lagging of the compensation of the NEOs compared to similar positions within the comparison group, the Committee determined that the total compensation of each of the NEOs should be increased. Considering the mix of compensation desired for the NEOs, the performance of each of the NEOs and information about relative compensation levels at the comparison group, the Committee

determined that the cash salaries of Messrs. Wilmers, Czarnecki and Pinto should each be increased by $100,000. The cash salaries of Messrs. Jones and Pearson were not changed.

Incentive Compensation. Consistent with the objective of linking compensation to M&T’s performance for the benefit of the Company’s shareholders, in determining annual cash incentive and equity awards, the Committee has historically assessed the following factors, without assigning any particular weighting to any single factor:

For awards made in 2012 with respect to 2011 performance, or in 2013 with respect to 2012 performance, the Committee’s ability to make any incentive compensation awards was limited by the TARP Compensation Standards. As a result, the factors described above were considered by the Committee in determining the total compensation opportunity for each of the NEOs.

Annual Cash Incentives. Historically, the NEOs participated in the M&T Bank Corporation Annual Executive Incentive Plan (“Executive Incentive Plan”), which plan provides for discretionary grants of cash awards to the NEOs as determined by the Committee. As discussed above, the TARP Compensation Standards prohibit the payment of these types of cash awards, except pursuant to certain commission-based plans and preexisting employment contracts, to the NEOs and next 20 most highly compensated employees. Since none

of the NEOs receive commissions or have preexisting employment contracts, the Committee could not, and did not, make any discretionary grants of cash awards to the NEOs in 2010, 2011 or 2012 with respect to 2009, 2010 or 2011 performance.

2012 Cash Incentive Award Determinations. Since M&T exited the TARP CPP as a result of Treasury’s sale of the remaining M&T preferred stock that it held from M&T’s participation in the TARP CPP on August 21, 2012, the NEOs were prohibited from receiving a discretionary cash award for the 234 days of 2012 up to that date. Because of the discretionary structure of the Executive Incentive Plan, the NEOs do not have, and historically have not had, target levels of awards or stated goals and payout levels under that plan. Consequently, the Committee determined that, given the performance of M&T during 2012 relative to its business plan and relative to the comparison group for performance purposes, and given the contribution of each of the NEOs to that performance, it was appropriate to award each of the NEOs a cash incentive under the Executive Incentive Plan for the portion of 2012 after M&T exited the TARP CPP. This resulted in a cash award for Mr. Wilmers of $195,000, cash awards for each of Messrs. Czarnecki and Pinto of $160,000, and cash awards for Messrs. Jones and Pearson of $97,000 and $125,000, respectively.

Equity-Based Incentives. Also consistent with its philosophy of linking compensation to M&T’s performance for the benefit of the Company’s shareholders, M&T provides long-term incentive opportunities to its executive officers through discretionary grants of stock-based compensation under the M&T Bank Corporation 2009 Equity Incentive Compensation Plan (“Equity Incentive Plan”). The Committee determines the dollar value of equity awards to be made to the NEOs at its meeting in January of each year. Following that meeting, the equity awards are then granted on the last business day of January. In making grants of equity awards, the Committee generally assesses the following factors over a three-year period or longer:

Stock Options. Management and the Committee have historically believed that stock options are an effective long-term incentive because the holder can profit only if the value of M&T Common Stock increases. In addition, the Company has utilized incentive stock options that comply with Section 422 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), to the maximum extent permitted. In making such awards in the past, the Committee concluded that the potential tax advantages available to the NEOs with incentive stock options increases the likelihood that a NEO will hold the stock received upon exercise of a stock option. Typically, stock options vest over a four-year period, with 10% vesting one year after the date of grant, an additional 20% vesting two years after the date of grant, an additional 30% vesting three years after the date of grant and the remaining 40% vesting four years after the date of grant.

Restricted Stock and Restricted Stock Units. Management and the Committee believe that restricted stock and restricted stock units to be settled in stock also provide an effective long-term incentive because the value of the award can be further enhanced if the value of the Common Stock increases from the date of grant to the date restrictions lapse. The restrictions on awards of restricted stock or restricted stock units will lapse based on the same service-based vesting schedule used for stock options. The restricted stock will receive dividends if and when dividends are paid on the Common Stock and will have voting rights during the restricted period. The restricted stock units will receive dividend equivalent payments if and when dividends are paid on the Common Stock but they do not have voting rights during the restricted period. Beginning in 2009, for tax reasons, the Committee determined to award restricted stock units to be settled in stock as a

substitute for awards of restricted stock to Company employees who are eligible for retirement under the Pension Plan.

As discussed above, the TARP Compensation Standards have prohibited the award of any equity incentive compensation to the NEOs and the next 20 most highly compensated employees, unless the equity award meets the definition of “long-term restricted stock” set forth in the TARP Compensation Standards, which subjects such awards to limits on value and certain vesting and transferability restrictions. The value of awards of long-term restricted stock may not exceed one-third of the recipient’s annual compensation for the preceding year, but for these purposes the full value of the award itself is included in the recipient’s annual compensation. In effect, the TARP Compensation Standards allow a restricted stock award with a value equal to 50 percent of salary. Such awards must not vest earlier than two years from the date of grant, except in cases of death, disability or change in control of M&T. In addition, there were restrictions on the transferability of restricted shares, even if they had vested, until specified percentages of the TARP CPP investment had been repaid, except that restricted shares could become transferable to the extent necessary to pay taxes that became due upon vesting.

2012 Equity Awards. The Committee granted equity awards to the NEOs in January 2012 and approved an adjustment to Mr. Wilmers’ equity award in February 2012, based on the assessment criteria discussed above and the limits on the value of long-term restricted stock that could be granted to the NEOs under the TARP Compensation Standards. The Committee also assessed how the mix of cash base salary, annual stock salary and long-term restricted stock should be structured in order to provide a total compensation opportunity to each NEO in 2012 that reflected the strong performance of the Company relative to its business plan and the comparison group in 2011, the acquisition of Wilmington Trust Corporation in 2011, the strong performance of M&T relative to the comparison group for performance purposes over the course of the financial and economic difficulties experienced from 2006 through 2011,

and the need to provide appropriate levels of compensation to ensure the retention and continued service of the NEOs. The aggregate value of long-term restricted stock awarded to each of Messrs. Wilmers, Czarnecki, Pinto, Jones and Pearson was $750,000, $650,000, $650,000, $500,000 and $550,000, respectively. Based on information from the Committee’s compensation consultant, these awards, in combination with other compensation earned for performance in 2011, continued to result in aggregate total compensation for all of the NEOs that was below the aggregate medians of the comparison group while overall performance for 2011 was above the median, and for many measures, in the top quartile of the group. The total compensation opportunity for each NEO in 2012, consisting of his respective cash base salary, annual stock salary and long-term restricted stock award, when compared to the compensation in 2011, resulted in increases of 8 percent, 6 percent, 6 percent, 13 percent and 6 percent, respectively, for Messrs. Wilmers, Czarnecki, Pinto, Jones and Pearson. The long-term restricted stock awards were in the form of either restricted stock or restricted stock units to be settled in stock depending upon whether or not a NEO is eligible for retirement, and were granted on January 31, 2012, except for a portion of Mr. Wilmers’ award, which was granted on February 29, 2012, in each instance in accordance with M&T Bank Corporation’s Equity Incentive Plan. The restricted shares and restricted stock units granted on January 31, 2012 will vest or be settled in stock, respectively, according to the following schedule: 30 percent on January 31, 2014; 30 percent on January 31, 2015; and the remaining 40 percent on January 31, 2016. The restricted stock units awarded to Mr. Wilmers on February 29, 2012 will be settled in stock according to the following schedule: 30 percent on February 28, 2014; 30 percent on February 28, 2015; and the remaining 40 percent on February 29, 2016. All such restricted shares or restricted stock units will accelerate and vest or be settled in stock upon the death or disability of a NEO, or upon a change in control of M&T, or upon the retirement of a NEO if such retirement occurs after January 31, 2014 (February 28, 2014 with respect to the award made February 29, 2012 to Mr. Wilmers), and the vested or settled

shares were subject to restrictions on transfer until M&T exited the TARP CPP on August 21, 2012, consistent with the requirements for “long-term restricted stock” in the TARP Compensation Standards. As permitted by the TARP Compensation Standards, tax withholding for such shares or units could be fulfilled by the withholding of shares or units. The restricted stock and restricted stock units will be entitled to the receipt of any dividends paid on the Common Stock or dividend equivalents, respectively; provided, however, that such amounts paid prior to January 31, 2014 (February 28, 2014 with respect to the award made February 29, 2012 to Mr. Wilmers) will be held in a dividend book account until that date, at which point the funds will be paid to the NEO with interest.

2013 Equity Awards. The Committee granted equity awards to the NEOs in January 2013 based on the assessment criteria discussed above. Because M&T exited the TARP CPP on August 21, 2012 as a result of Treasury’s sale of the remaining M&T preferred stock that it held from M&T’s participation in the TARP CPP, the equity awards for each of the NEOs was split into two awards. One award, representing an incentive award for 2012 performance up to August 21, 2012, complied with the TARP Compensation Standards. The second award was designed to further align the compensation of the NEOs with the Company’s shareholders and reward them based on the future performance of M&T. In determining the amount of the second equity award, the Committee also assessed how the total compensation opportunity of the NEOs has consistently lagged the total compensation opportunity of NEOs at the comparison group and contrasted that with the strong financial performance of M&T over both the short and longer-term relative to the comparison group for performance purposes, and the need to ensure the retention and continued service of the NEOs to continue that level of performance. The TARP compliant awards for Messrs. Wilmers, Czarnecki, Pinto, Jones and Pearson were $590,000, $590,000, $590,000, $380,000 and $365,000, respectively. The awards granted to align the NEO compensation with the long-term performance of M&T were $1,315,000, $1,350,000, $1,350,000, $923,000 and $910,000

for Messrs. Wilmers, Czarnecki, Pinto, Jones and Pearson, respectively. Based on information from the Committee’s compensation consultant, these awards, in combination with the annual cash incentive award earned for performance in 2012 and the salaries to be paid in 2013, continue to result in aggregate total compensation for all of the NEOs that is below the aggregate medians of the comparison group. The total compensation opportunity for each NEO in 2013, consisting of his respective cash base salary, the annual cash incentive award earned for performance in 2012, and both pieces of the long-term restricted stock awards, when compared to the total compensation opportunity in 2012, resulted in increases of 17 percent, 20 percent, 20 percent, 18 percent and 18 percent, respectively, for Messrs. Wilmers, Czarnecki, Pinto, Jones and Pearson.

The long-term restricted stock awards were in the form of either restricted stock or restricted stock units to be settled in stock depending upon whether or not a NEO is eligible for retirement, and were granted on January 31, 2013 in accordance with M&T Bank Corporation’s Equity Incentive Plan. The restricted shares and restricted stock units granted on January 31, 2013 that are not compliant with the TARP Compensation Standards will vest or be settled in stock, respectively, according to the following schedule: 10 percent on January 31, 2014; 20 percent on January 31, 2015; 30 percent on January 31, 2016; and the remaining 40 percent on January 31, 2017. All such restricted shares or restricted stock units will accelerate and vest or be settled in stock upon the retirement, death or disability of a NEO, or upon a change in control of M&T. The restricted shares and restricted stock units granted on January 31, 2013 that are compliant with the TARP Compensation Standards will vest or be settled in stock, respectively, according to the following schedule: 30 percent on January 31, 2015; 30 percent on January 31, 2016; and the remaining 40 percent on January 31, 2017. All such restricted shares or restricted stock units will accelerate and vest or be settled in stock upon the death or disability of a NEO, or upon a change in control of M&T, or upon the retirement of a NEO if such retirement occurs after January 31, 2015. Both awards of

the restricted stock and restricted stock units granted on January 31, 2013 will be entitled to the receipt of any dividends paid on the Common

Stock or to dividend equivalents paid on stock units, respectively.

Perquisites and Other Personal Benefits. Generally, the Company provides limited perquisites designed to assist a NEO in being productive and which management and the Committee believe are consistent with our overall compensation program. Given the importance of developing business relationships to our success, our NEOs are reimbursed for certain initiation fees and dues they incur for club memberships deemed necessary for business purposes. In 2012, there were no perquisites that exceeded $25,000 for any of the NEOs.

Retirement and Other Benefits. The Company maintains two tax-qualified retirement plans for its employees, one a defined benefit plan and the other a defined contribution plan. Each of the NEOs participates in the defined benefit plan, except for Mr. Jones, who elected to have his benefit under the defined benefit plan frozen as of December 31, 2005, and to earn future benefits under the defined contribution plan. Mr. Jones made his election pursuant to a one-time election that was offered to all participants in the defined benefit plan in late 2005 to remain in the defined

benefit plan and earn future benefits under a new reduced benefit formula or to retain the frozen benefit in the defined benefit plan and earn future benefits under a new defined contribution plan beginning January 1, 2006.

In addition, M&T maintains nonqualified defined benefit and defined contribution retirement plans to supplement retirement benefits for the NEOs, although these plans only provide benefits on compensation up to $350,000. The nonqualified plans are not funded, except as benefits are actually paid to executive officers upon retirement. Additional information regarding these retirement plans and arrangements is provided in this Proxy Statement in the sections below entitled “Pension Benefits” and “Nonqualified Deferred Compensation.”

M&T does not believe it is appropriate to provide the NEOs with severance packages beyond what is provided to employees of M&T generally. Consequently, the NEOs have historically participated in the M&T Bank Corporation Severance Pay Plan (the “Severance Pay Plan”),

which provides for post-employment severance payments that are tiered based upon an employee’s position and years of service, and the continuation of certain employee benefits. Upon a “Qualifying Event” (defined in the plan as any permanent, involuntary termination of a participant’s active employment as a result of a reduction in force, restructuring, outsourcing or elimination of position), a NEO would be entitled to benefits under the Severance Pay Plan.

Other than benefits that are generally available to employees, M&T does not maintain any individual severance or change-of-control arrangements. M&T’s compensation plans do not contain payments or benefits to NEOs that are specifically triggered by a change of control, except that the Company’s various stock-based compensation plans provide that, upon a change of control, all employees, including the NEOs, would become fully vested in any outstanding awards that were not already vested. M&T has elected to provide such acceleration because of a belief that the principal purpose of providing executive officers and other employees with equity incentives is to align their interests with those of M&T’s shareholders and that this alignment should be enhanced, not weakened, in the context of a change of control. Accelerating the vesting of stock-based compensation upon a change of control allows employees the same opportunity as other shareholders to sell shares freely following the completion of the transaction and realize the economic benefits of such transaction, without forcing them to be exposed to the post-closing performance of the acquirer.

Tax Matters. Section 162(m) of the Internal Revenue Code generally denies a deduction to any publicly held corporation for compensation paid to its NEOs to the extent that any such individual’s compensation exceeds $1 million, subject to certain exceptions, including one for “performance based compensation.” Generally, the Committee seeks to maximize executive compensation deductions for federal income tax purposes. However, the TARP Compensation

Standards provide that M&T may not deduct any compensation expense in excess of $500,000 under Section 162(m) of the Internal Revenue Code, including “performance based compensation.” Notwithstanding M&T’s repayment of the TARP CPP investment on August 21, 2012, the TARP Compensation Standards had a significant impact on the amount of compensation received by our NEO’s in 2012 that will be nondeductible under Section 162(m) of the Internal Revenue Code. Although the Committee considers the desirability of limiting M&T’s non-deductible expenses when it makes compensation determinations, the Committee believes in preserving the ability to award compensation to the NEOs that is not deductible under Section 162(m) of the Internal Revenue Code if it is in the shareholders’ best interests.

NOMINATION, COMPENSATION AND GOVERNANCE COMMITTEE REPORT

The Nomination, Compensation and Governance Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of SEC Regulation S-K with management and, based on such review and discussions, the Nomination, Compensation and Governance Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

In compliance with the TARP Interim Final Rule, the Nomination, Compensation and Governance Committee certifies that at least once every six months for the period beginning January 1, 2012, it has reviewed with M&T’s senior risk officers (i) the Senior Executive Officer (“SEO”) compensation plans and has made all reasonable efforts to ensure that these plans do not encourage SEOs to take unnecessary and excessive risks that threaten the value of M&T; (ii) the employee compensation plans and has made all reasonable efforts to limit any unnecessary risks these plans pose to M&T; and (iii) the employee compensation plans to eliminate any features of

these plans that would encourage the manipulation of reported earnings of M&T to enhance the compensation of any employee. Based upon such review, the Nomination, Compensation and Governance Committee also determined that the compensation policies and practices for all employees do not create risks that are reasonably likely to have a material adverse effect on M&T Bank Corporation.

Description of SEO and Employee Compensation Plans Required by §30.7(b) of the Interim Final Rule

In 2009, in order to comply with the TARP Interim Final Rule, M&T formed the Incentive Plan Risk Committee (“IPRC”), a management committee consisting of senior risk officers, to assist the Nomination, Compensation and Governance Committee in fulfilling its duties set forth in items (i) through (iii) above. The IPRC undertook a review of all compensation plans and prioritized such plans with respect to the level of risk associated with each plan. The assessment of risk encompassed a review of business processes, the current economic environment and the design and administration of each plan. Criteria used by the IPRC to quantify the risk included, among others, the percentage of the covered employee’s total compensation provided by the plan, the covered employee’s potential ability to manipulate earnings, if any, the covered employee’s potential impact on reported earnings and the covered employee’s ability to approve a proposed transaction or make another business decision that could have a material impact on M&T Bank Corporation. Since 2009, the IPRC has continued to monitor new employee compensation plans and changes to existing plans based on these criteria.

As a general matter, the IPRC determined that broad-based plans of general applicability that provide for welfare and retirement benefits on a non-discriminatory basis do not encourage unnecessary and excessive risks that threaten the value of M&T Bank Corporation or create

an incentive or opportunity for an employee to manipulate the reported earnings of M&T Bank Corporation, and the Nomination, Compensation and Governance Committee agreed with this assessment.

SEO Compensation Plans

M&T Bank Corporation Executive Annual Incentive Plan. The discretionary nature of this plan allows awards to be based on a comprehensive assessment of performance, including risk outcomes over the long term. Therefore, the Nomination, Compensation and Governance Committee agreed with the IPRC’s determination that this plan does not encourage unnecessary or excessive risk-taking by the SEOs that threatens the value of M&T Bank Corporation or the manipulation of reported earnings.

M&T Bank Corporation 2009 Equity Incentive Compensation Plan. Due to the fact that this plan awards equity that vests over a four-year period and derives value based on the long-term performance of M&T, the Nomination, Compensation and Governance Committee, in consultation with the IPRC, determined that this plan does not encourage unnecessary or excessive risk-taking by the SEOs that threatens the value of M&T Bank Corporation or the manipulation of reported earnings.

Various Retirement Programs. M&T Bank Corporation offers various retirement programs to its SEOs, generally. Benefits under the defined benefit plans are not based on the performance of M&T Bank Corporation, while benefits under the defined contribution plans are based on the performance of M&T Bank Corporation only to the extent the participant elects to invest in Common Stock. Therefore, the Nomination, Compensation and Governance Committee, in consultation with the IPRC, determined that these plans do not encourage unnecessary or excessive risk-taking by the SEOs that threatens the value of M&T Bank Corporation or the manipulation of reported earnings.

Employee Compensation Plans

In addition to the compensation plans for SEOs discussed above, M&T Bank Corporation maintains various other employee compensation plans, some of which are discretionary in nature as to the amounts to be paid thereunder, some of which the amounts to be paid thereunder are based on a formula, some of which meet the requirements for commission compensation under the TARP Compensation Standards and others of which the amounts to be paid thereunder may be determined based on a combination of these approaches. All of these plans were reviewed by the IPRC as described above. As a result of the review, no plan was identified as having a high degree of risk. As determined by the IPRC, any plans that were considered to have features that could pose an opportunity for risk of loss that could impact earnings by $25 million or more, or the manipulation of reported earnings, were subject to additional review to assess whether or not any additional measures were required to monitor or contain risk. With respect to some plans, additional risk management processes and administrative controls, such as having M&T’s Enterprise-Wide Risk Management Committee periodically review the volume and nature of new business, were put in place to more effectively manage the potential risks posed due to the businesses in which these plans are operative. For the remaining plans, it was determined that the risk management oversight and the internal controls embedded in each line of business, the discretionary nature of many of

the compensation plans or the adjustments for risk included in the method used to determine the amounts to be paid thereunder, or a combination of these approaches, are key factors that serve to ensure that the compensation plans do not encourage undesirable risk-taking activities or the manipulation of reported earnings.

On August 21, 2012, the U.S. Department of the Treasury completed its sale of the M&T preferred stock that it held as a result of M&T’s participation in the TARP CPP, and M&T ceased being subject to the TARP-related executive compensation restrictions as of such date.

While the above-described ongoing analysis of the compensation plans of M&T occurred initially in accordance with the TARP Interim Final Rule, the IPRC has continued to monitor such compensation plans after M&T exited TARP to ensure the plans do not encourage undesirable risk taking or the manipulation of earnings and to keep the Committee informed of the results of such activity. The Committee has agreed with the determinations of the IPRC.

This report was adopted on February 20, 2013 by the Nomination, Compensation and Governance Committee of the Board of Directors:

Brent D. Baird, Chairman

Robert T. Brady

Gary N. Geisel