Additionally, if any business relationship described in the last bullet point above is a lending relationship, deposit relationship,case of family members);

In making its determination as to the independent directors, the Board considered the following categories of transactions, relationships and arrangements with directors and their immediate family members and any such person’s principal business affiliations:

The Board of Directors, upon the recommendation of the NCG Committee, considered these transactions, relationships and arrangements and, consistent with the applicable independence standards, determined that they do not impair the relevant director’s independence as a director of M&T or as a member of any of the committees on which he or she serves.

The Board of Directors considers all relevant facts and circumstances and the application of the categorical standards and, based on its review of this information, affirmatively determined that, other than Messrs. Wilmers, Czarnecki, and Sadler and Salamone, each member of the Board of Directors is “independent” and does not have any material relationships with M&T or its subsidiaries.

In 2014, the NCG Committee engaged McLagan, an Aon Hewitt company, to provide compensation consulting services regarding our executive officer and director compensation, including with respect to the amount and form of executive compensation. The fees for such engagement totaled $237,710. M&T also engaged McLagan to provide additional services. Specifically, McLagan provided compensation consulting services and compensation survey information to management during 2014 for a total cost of $105,675. Management engaged McLagan for these services after consultation with the NCG Committee and the NCG Committee determined that no conflict of interest existed.

Board Leadership Structure

Chairman and Lead Independent Director

Mr. Wilmers serves as M&T’s Chairman of the Board and Chief Executive Officer of M&T.Officer. He has held the post of Chief Executive Officer for more than 30 years. He hasyears, and also served as Chairman of the Board for most of those years. In light of Mr. Wilmers’ significant leadership tenure with the organization, and the fact that he led the company through its growth from a local community bank to one of the top 20 largest domestic commercial banking institutions, the Board believes that this is an appropriate structure for leadership of the Board of Directors because it fosters among other matters, effective decision-making and clear accountability. The Board adheres to the Corporate Governance Standards on this topic and annually elects a non-executive Vice Chairman of the Board of Directors who performs the duties of lead independent director. Mr. PereiraBrady has served as the lead independent director for ten years. Uponsince June 15, 2015 when he was elected to replace Jorge G. Pereira following his retirement from the Board of Directors at the 2015 Annual Meeting, the Board will elect a newMeeting. The lead independent director who will presidepresides over the executive sessions of the non-management directors.

Executive Sessions of the Non-Management Directors

The non-management directors meet at regularly scheduled executive sessions without management. Mr. Pereira,Brady, Vice Chairman of the Board of Directors and the lead independent director, presides at these meetings. In the absence of the lead independent director, the non-management directors determine which director will preside at such meetings.

Board’s Role in Risk Oversight

The Board of Directors has delegated its risk oversight duties to the Risk Committee. At each Board meeting, itthe Board receives independentseparate reports from the AuditChairman of the Risk Committee and fromas well as the RiskChair of the Audit Committee. Additionally, the Management Risk Committee, which is the primary management-level risk committee, and M&T’s Chief Risk Officer makeprovide regular reports directly to the Risk Committee. Further, the Audit Committee and the Risk Committee meet jointly four times a year.

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Board Attendance

The Board of Directors held 1312 meetings during 2014.in 2015. Each of the directors attended at least 75% of the total number of meetings of the Board meetings and each committee meetings on which the director served.

M&T’s Corporate Governance Standards encourage all members of the Board of Directors to attend its Annual MeetingsMeeting of Shareholders, absent exigent circumstances. Of the nominees standing for election at the Annual Meeting, of Shareholders, all 13 were elected at the 20142015 Annual Meeting of Shareholders and each of thethose directors attended the 2014 Annual Meeting of Shareholders.that meeting except for Mr. Brady.

Shareholder Communications with the Board of Directors

Any shareholder or other interested party wishing to communicate with the Board of Directors or any individual director may submit his or her written correspondence to M&T Bank Corporation’s Corporate Secretary, One M&T Plaza, Buffalo, New York 14203. The Corporate Secretary may facilitate direct communications to the Board, the lead independent director, the non-management directors as a group, or individual directors, by reviewing and summarizing such communications.

Board Committees and Member Composition During 20142015

Audit Committee

The Audit Committee has the authority and responsibility to engage and discharge the independent registered public accounting firm, pre-approve all audit and non-audit services to be provided by such firm, review the plan and results of the auditing engagement, review management’s evaluation of the adequacy of M&T’s system of internal controls over financial reporting, direct and supervise investigations into matters within the scope of its duties, and

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perform the duties set forth in its written charter and such other duties as are required by applicable laws or securities exchange rules. In addition, the Audit Committee serves as the examining committeeExamining Committee for Wilmington Trust, N.A. and reviews the activities of the Examining

Committee of M&T Bank. Ms. Bontempo (Chair) and Messrs. Hodgson, King and Washington served as members of the Audit Committee throughout 2014, and all2015. Mr. Grossi became a member of them arethe Audit Committee on November 17, 2015. Each currently servingserves as such.a member. The Audit Committee met nine timesheld six meetings in 2014.2015.

The Audit Committee is comprised solely of directors who are not officers or employees of M&T and who the Board has determined have the requisite financial literacy to serve on the Audit Committee. In addition, the Board of Directors has determined that at least one member of the Audit Committee meets the NYSE standard of having “accounting or related financial management expertise.” Therefore,The Board, based upon the Board,recommendation of the NCG Committee, after reviewing after all relevant facts and circumstances, determined that Ms. Bontempo and Mr. Hodgson are each is an “audit committee financial expert.” Further, the Board determined that no member of the Audit Committee has any material relationship with M&T that might interfere with the exercise of the member’s independent judgment and that each member meets the standards of independence established by the SEC and the NYSE. See “Board Independence” under the section titled “CORPORATE GOVERANCE OF M&T BANK CORPORATION.”

The Audit Committee is governed by a written charter approved by the Board of Directors. The Audit Committee Charter is available on M&T’s website atir.mandtbank.com/www.ir.mandtbank.com/corpgov.cfm.

Executive Committee

The Board of Directors has empowered its Executive Committee to act when the Board of Directors is not in session, during which time the Executive Committee possesses all of the Board’s powers in the management of the business and affairs of M&T Bank Corporation, except as otherwise limited by law. Messrs. Wilmers (Chairman), Baird and Hodgson served as members of the Executive Committee throughout 2014,2015, and all of them areeach currently servingserves as such.a member. The Executive Committee did not meet in 2014.2015.

The Executive Committee is governed by a written charter approved by the Board of Directors. The Executive Committee Charter is available on M&T’s website atir.mandtbank.com/www.ir.mandtbank.com/corpgov.cfm.

Nomination, Compensation and Governance Committee

The Nomination, Compensation and Governance Committee is responsible for among other things, evaluating the efforts of M&T and of the Board of Directors to maintain effective corporate governance practices and identifying candidates for election to the Board of Directors. In addition, the NCG Committee is responsible for administering M&T’s equity compensation plans and awarding new grants thereunder. It administers the M&T Bank Corporation Annual Executive Incentive Plan, the M&T Bank Corporation 2008 Directors’ Stock Plan, and the M&T Bank Corporation Employee Stock Purchase Plan and makes such determinations and recommendations as it deems necessary or appropriate regarding the remuneration and benefits of employees of M&T and its subsidiaries. The NCG Committee is responsible for reviewing with management the Compensation Discussion

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and Analysis (“CD&A”) and providing a report recommending to the Board of Directors whether such CD&A should be included in the proxy statement. Messrs. Baird (Chairman), Brady and Geisel served as members of the NCG Committee throughout 2014,2015, and all of them areeach currently servingserves as such.a member. The NCG Committee met five times during 2014.held seven meetings in 2015.

The current Board of Directors of M&T is comprised of persons who were identified as being qualified director candidates by management and the Board of Directors. The NCG Committee considers nominees for director that are recommended by various persons or entities, including, but not limited to, non-management directors, our chief executive officer and other executive officers of M&T, and shareholders. In addition, the NCG Committee takes into account any contractual rights that persons or entities have with respect to nominees for director. In evaluating all nominees for director, including those recommended by shareholders, the NCG Committee considers whether each nominee has all the requisite experience, attributes and qualifications for board membership and not just certain specific qualities or skills.

The NCG Committee will consider candidates suggestednominated by shareholders. Nominations from shareholders that are properly submitted in writing to M&T’s Corporate Secretary at One M&T Plaza, Buffalo, New York 14203 and received no later than 120 days prior to the anniversary of the date on which M&T first mailed its proxy materials for the preceding year’s Annual Meeting of Shareholders, will be referred to the NCG Committee for consideration.Shareholders. For the 20162017 Annual Meeting of Shareholders, M&Ts Corporate Secretary must receive those nominations on or before November 4, 2015.2016.

In considering nominees for director, including those recommended by shareholders, the NCG Committee reviews the qualifications and independence of the potential nominee in light of the composition of the current Board of Directors and its various committees. This assessment includes the potential nominee’s qualification as independent, as well as consideration of diversity, age, skills, experience, tenure, contribution and appropriate geographic balance in the context of the needs of the Board of Directors and its committees.

The NCG Committee is comprised solely of directors who are not officers or employees of M&T. The Board determined that no member of the NCG Committee has any material relationship with M&T that might interfere with the exercise of the member’s independent judgment and that each member meets the standards of independence established by the SEC and the NYSE. See “Board Independence” under the section titled “CORPORATE GOVERANCE OF M&T BANK CORPORATION.”

The NCG Committee is governed by a written charter approved by the Board of Directors. The NCG Committee Charter is available on M&T’s website atir.mandtbank.com/www.ir.mandtbank.com/corpgov.cfm.

Risk Committee

The Risk Committee assists the Board of Directors in its oversight of M&T’s risk management function, including the strategies, policies, procedures and systems established by management to identify, assess, measure and manage the major risks facing M&T. In discharging its duties of risk oversight, the Risk Committee provides input to management on risk appetite, risk profile and regulatory requirements and approves the effectiveness of M&T’s risk management framework. Messrs. Hawke (Chairman), Cunningham, Geisel and Sadler served as members of the Risk Committee throughout 2014,2015, and all of them areeach currently servingserves as such.a member. The Risk Committee met 18 times during 2014.held 16 meetings in 2015.

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Regulation YY promulgated by the Board of Governors of the Federal Reserve System (“FRB”)Board in February 2014, required that publicly traded bank holding companies with total

consolidated assets of $50 billion or more must maintain a risk committee chaired by an independent director and by January 1, 2015, include at least one member with experience in identifying, assessing and managing risk exposures of large, complex financial firms commensurate with the company’s structure, risk profile complexity, activities and size. In November 2014, each of the members of the Risk Committee completed a questionnaire to assess his qualifications in accordance with the FRB standards and basedstandards. Based upon suchthe responses, Messrs. Cunningham and Geisel both met the qualifications necessarycriteria to be deemedqualify as a “risk management expert.” Upon the recommendation of the NCG Committee, the Board appointed Messrs. Cunningham and Geisel as Risk Management Expertsrisk management experts of the Risk Committee effective January 1, 2015. Messrs. Cunningham and Geisel continue to serve as the risk management experts.

The Risk Committee is governed by a written charter approved by the Board of Directors. The Risk Committee Charter is available on M&T’s website atir.mandtbank.com/www.ir.mandtbank.com/corpgov.cfm.

NOMINATION, COMPENSATION AND GOVERNANCE COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Baird (Chairman), Brady and Geisel served as members of the Nomination, Compensation and Governance Committee throughout 2014,2015, and all of them areeach currently servingserves as such.a member. No individual, who served as a member of the NCG Committee during 2014,2015, was at any time an officer or employee of M&T or any of its subsidiaries.

The Board of Directors has determined that theall members of the NCG Committee are independent and have no financial or personal relationships with M&T requiring disclosure pursuant to SEC rules (other than director compensation, equity ownership and transactions made in the ordinary course of business with its banking and other operating subsidiaries as described in this proxy statement).

In 2015, the NCG Committee engaged McLagan, an Aon Hewitt company, to provide compensation consulting services regarding our executive officer and meetdirector compensation, including with respect to the NYSE standardamount and form of executive compensation. The fees for independence.such engagement totaled $197,587.42. M&T also engaged McLagan to provide additional services. Specifically, McLagan provided compensation consulting services and compensation survey information to management during 2015 for a total cost of $139,025. Management engaged McLagan for these services after consultation with the NCG Committee and the NCG Committee determined that no conflict of interest existed.

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NAMED EXECUTIVE OFFICERS

Set forth below are the 20142015 Named Executive Officers of M&T.

STOCK OWNERSHIP INFORMATION

The tables below set forth direct and indirect ownership of common stock and restricted common stock by each of our directors, each of the Named Executive Officers (the “NEOs”), by all directors and executive officers as a group, and by each person who is known to be the beneficial owner of more than five percent5% of M&T’s common stock as of February 27, 2015,29, 2016, together with the percentage of total shares outstanding represented by such ownership.

For purposes of these tables, beneficial ownership has been determined in accordance with the provisions of Rule 13d-3 underof the Exchange Act, under which,where, in general, a person is deemed to be the beneficial owner of a security if such person has or shares the power to vote or to direct the voting of the security or the power to dispose or to direct the disposition of the security, or if such person has the right to acquire the beneficial ownership of the security within 60 days.

Directors and Named Executive Officers Stock Ownership

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M&T Bank Corporation Insider Trading Policy

All of M&T’s directors, officers and employees are subject to M&T’s Insider Trading Policy which prohibits short-term trading in M&T’s securities, including but not limited to, the use of such strategies as exchange-traded options and the use of puts and calls, caps and collars and short sales. This policy effectively serves as an anti-hedging policy.

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The following table sets forth certain information with respect to all persons or groups known by M&T to be the beneficial owners of more than 5% of its outstanding common stock as of February  27, 2015.29, 2016.

Beneficial Owners Holding More Than 5% of M&T Bank Corporation’s Common Stock

common stock. Vanguard reported that it has sole voting power with respect to 223,841295,674 of the indicated shares, shared voting power with respect to 14,395 of the indicated shares, sole dispositive power with respect to 9,042,96112,325,869 of the indicated shares, and shared dispositive power with respect to 210,594307,206 of the indicated shares.

	(4)	BlackRock, Inc. (“BlackRock”) filed an amended Schedule 13G with the SEC on February 9, 2015 reporting that it is deemed to be the beneficial owner of in excess of 5% of the outstanding shares of common stock. BlackRock reported that it has sole voting power with respect to 6,066,174 of the indicated shares and sole dispositive power with respect to all 6,992,779 of the indicated shares, which includes shares beneficially owned by certain subsidiaries of BlackRock.
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M&T is the sponsor of a number of employee benefit plans that hold an aggregate of 4,028,9853,999,993 shares of M&T common stock as of February 27, 2015.29, 2016. Its principal banking subsidiary, M&T Bank, has sole voting authority over 1,227,923 of these shares. The remaining 2,801,0622,772,070 shares of M&T common stock are voted by the trustee of the applicable employee benefit plan pursuant to the instructions of the participants in accordance with the terms of each such plan. Certain of the directors and executive officers of M&T hold indirect beneficial interests in the holdings of these employee benefit plans. See also footnotes (2)(3) and (7) in(8) to the table set forth above.on page 24.

Section 16(a) Beneficial Ownership Reporting Compliance

Under Section 16(a) of the Exchange Act, M&T’s directors and certain of our officers, and persons who beneficially own more than 10% of M&T’s 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 believes that these filing requirements were satisfied by all of its directors and Section 16 reporting officers during 2014, except2015, with respect tothe exception of one transaction that was reported late for Sabeth Siddique.Mr. Brady. In making the foregoing statement, M&T 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.

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TRANSACTIONS WITH DIRECTORS AND EXECUTIVE OFFICERS

Mr. Wilmers is the beneficial owner of a 50% interest in certain entitiesan entity that areis unaffiliated with M&T and which ownowns commercial aircraft that areis leased to a commercial aviation service. From time to time, M&T and its subsidiaries charter planeschartered that plane from the aviation service for business use by Mr. Wilmers. M&T paid $445,093$329,501 to the aviation service for use of the aircraft in 2014.2015. M&T has determined that the fees paid to the aviation service for such business use of the aircraft are fair and competitive.

Mr. King’s son-in-law, David Sivel, was hired as a non-executive officer employee of M&T Bank in November 2008. During 2014, he earned $169,598 as direct compensation. This compensation is comparable to that of employees performing similar functions at M&T Bank.

Mr. Sadler entered into a two-year consulting agreement with M&T effective July 1, 2014, pursuant to which he is paid a consulting fee of $200,000 per year.

Directors and executive officers of M&T and their associates are, as they have been in the past, customers of, and have had transactions with, the banking and other operating subsidiaries of M&T, and additional transactions may be expected to take place in the future between such persons and subsidiaries. Any loans from M&T’s subsidiary banks to such persons and their associates outstanding at any time since the beginning of 2014January 1, 2015 were made in the ordinary course of business of the banks on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the banks or their subsidiaries, and did not involve more than normal risk of collectability or present other unfavorable features.

In accordance with applicable NYSE listing standards, the NCG Committee reviews, approves or ratifies all related party or affiliate transactions between M&T and any of its affiliates, directors, officers and/or employees or in which any of such persons directly or indirectly is interested or benefited other than for extensions of credit otherwise covered by policies and procedures governed by Federal Reserve Regulation O. The NCG Committee determines whether a particular relationship serves the best interestinterests of M&T and its shareholders and whether the relationship should be continued. In addition, M&T’s Code of Business Conduct and Ethics, which is applicable to our directors, officers and employees, as well as to our agents and representatives, including consultants, requires that individuals avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner and otherwise act with integrity and in the best interests of M&T. The Code of Business Conduct and Ethics expects individuals to report any illegal or unethical behavior that they observe. In addition, as described in “Board Independence” under the section titled “CORPORATE GOVERANCE OF M&T BANK CORPORATION,” such related party or affiliate transactions are considered by the Board of Directors in its review of director independence.

PROPOSAL 2

APPROVAL OF THE MATERIAL TERMS OF THE M&T BANK CORPORATION 2009 EQUITY INCENTIVE COMPENSATION PLAN

Background and Purpose

In February 2009, the Board of Directors approved the M&T Bank Corporation 2009 Equity Incentive Compensation Plan (the “Equity Incentive Compensation Plan”). M&T’s shareholders subsequently approved the Equity Incentive Compensation Plan on April 21, 2009. The purpose of the Equity Incentive Compensation Plan is to promote the success of M&T and its affiliates by providing incentives to their employees that will link their personal interests to the financial success of M&T and its affiliates and to growth in shareholder value. The Board of Directors and management believe that the ability to make incentive awards under the Equity Incentive Compensation Plan enhances M&T’s ability to attract and retain qualified employees. The Board of Directors also believes that it is in the best interest of M&T and its shareholders to recognize the contributions of its employees in the success of M&T by providing an incentive for such employees to continue their service with M&T and its affiliates. Furthermore, as described in the section titled “Compensation Discussion and Analysis”, as a part of M&T’s overall compensation policy, stock-based compensation is the most significant component of M&T’s total compensation program, particularly with respect to its executive officers. M&T utilizes stock-based compensation as an integral component of its compensation program, which allows M&T to maintain competitive total compensation levels and retain employees. M&T follows this approach to compensation in order to align its executives’ compensation with its shareholders.

Overview of the Equity Incentive Compensation Plan

The Equity Incentive Compensation Plan provides for awards of: options to purchase M&T common stock; restricted shares of M&T common stock which may be subject to both issuance and forfeiture conditions; restricted stock units entitling the grantee to cash or shares (or a combination of both) based upon the fair market value of M&T common stock on the date the payment is called for under the terms of the award; performance shares which are subject to performance goals and which entitle the grantee to receive a distribution in M&T common stock; performance units which are subject to performance goals and which entitle the grantee to receive a distribution in cash or M&T common stock (or a combination of both) based upon the terms of the award; or cash incentive awards based upon achievement of performance goals over a performance period.

Impact of Section 162(m)

Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”) allows M&T to deduct compensation in excess of $1 million awarded under the Equity Incentive Compensation Plan to certain “covered employees” (as defined in Section 162(m)) in certain circumstances if M&T’s shareholders have approved the material terms of the Equity Incentive Compensation Plan no less frequently than every five years. These covered employees include M&T’s Chief Executive Officer and the next three highest compensated executive officers (excluding the chief financial officer) on the last day of the fiscal year. Treasury Regulations under Section 162(m) specify that the material terms to be approved by the shareholders include: (1)

who is eligible to participate in the Equity Incentive Compensation Plan; (2) a description of the business criteria on which the performance goals will be based; and (3) the maximum award payable to any participant. Because M&T’s shareholders last approved the material terms of the performance goals under the Equity Incentive Compensation Plan on April 21, 2009, we are presenting the material terms of the Equity Incentive Compensation Plan to the shareholders for approval at this Annual Meeting.

Summary Description of the Material Terms Required to be Approved

Below is a summary of the material terms of the Equity Incentive Compensation Plan required to be approved by our shareholders under Section 162(m). This summary does not purport to be a complete description of all of the provisions of the Equity Incentive Compensation Plan. It is qualified in its entirety by reference to the full text of the Equity Incentive Compensation Plan, which is included asAppendix A to this proxy statement.

Eligible Individuals

The NCG Committee selects the employees to participate in the Equity Incentive Compensation Plan. An employee means a selected employee of M&T or one of its subsidiaries whose performance is, in the judgment of the NCG Committee, directly or indirectly material to the success of M&T or an M&T subsidiary. As of December 31, 2014, 15,782 employees were eligible to participate in the Equity Incentive Compensation Plan and may be awarded grants of stock options, stock units, restricted stock, performance shares, performance units and cash. The selection of participants and the nature and size of awards is subject to the discretion of the NCG Committee.

Business Criteria Upon Which Performance Goals May Be Based

The NCG Committee determines the service and performance requirements, if any, related to each stock option, restricted stock award, restricted stock unit, performance share, performance unit or cash award. Not later than 90 days after the beginning of each performance period, the NCG Committee will establish performance goals applicable to performance awards. Performance goals may be based on one or more business criteria, one or more of our departments, branches, affiliates or divisions or may be based on the performance of M&T as a whole or the performance of one or more affiliates or a particular line of business and may, but do not have to be, based upon a change or an increase or positive result in a performance metric. Performance awards granted under the Equity Incentive Compensation Plan may contain such additional terms and conditions, not inconsistent with the terms of the Equity Incentive Compensation Plan, as the NCG Committee may determine, provided that, if the performance awards are intended to qualify as performance-based compensation under Section 162(m), such additional terms and conditions are not inconsistent with Section 162(m). When determining whether a performance goal has been satisfied for any period, the NCG Committee may include or exclude extraordinary charges, losses from discontinued operations, restatements and accounting changes and other unplanned special charges such as restructuring expenses, acquisitions, acquisition expenses, including expenses related to goodwill and other intangible assets, stock offerings, stock repurchases and loan loss provisions. To the extent that performance conditions under the Equity Incentive Compensation Plan are applied to awards intended to qualify as performance-based compensation under Section 162(m), such performance goals will be

objectively measurable and will be based upon the achievement of a specified percentage or level in one or more of the following criteria, subject to any objectively verifiable adjustment(s) permitted and pre-established by the NCG Committee in its sole discretion:

Business Criteria/Performance Goals

Performance goals may be particular to an eligible individual or the department, branch affiliate, or division in which the eligible individual works, or may be based on the performance of M&T, one or more affiliates, M&T and one or more affiliates, or a particular line of business and may, but need not be, based upon a change or an increase or positive results in a performance metric but will cover the period as the NCG Committee specifies.

Limits on the Maximum Award Payable to Any Employee

The Equity Incentive Compensation Plan limits the aggregate awards to any single employee in any calendar year to 200,000 shares of common stock related to awards that are intended to qualify for the performance-based compensation exception under Section 162(m). Further, the maximum amount any single employee may be paid in respect of a cash incentive award for any calendar year may not exceed $2,000,000.

Qualified Performance-Based Compensation Under Section 162(m)

Certain types of compensation are excluded from the compensation subject to Section 162(m), including qualified performance-based compensation. In order for the Section 162(m) performance-based compensation exclusion to apply, the determination of whether the compensation is performance-based must be made on a grant-by-grant basis. Additionally, payment of the compensation must meet the following requirements: (1) the compensation must be contingent on the attainment of one or more “pre-established,” objective performance goals; (2) the performance goals must be set by the corporation’s compensation committee; (3) before payment, shareholders must approve the compensation terms, including the applicable performance goals and the maximum amount payable to any covered employee; and (4) before payment, the compensation committee must certify that the performance goals and any other material terms were in fact satisfied.

Performance Goal Requirement

Pre-Established Goals

Qualified performance-based compensation must be paid solely on account of the attainment of one or more pre-established, objective performance goals. A performance goal is considered pre-established, if it is established in writing by the NCG Committee not later than 90 days after the commencement of the period of service to which the performance goal relates, provided that the outcome is substantially uncertain at the time the NCG Committee actually establishes the goal. Performance goals can be based on one or more business criteria that apply to the individual, a business unit, or the corporation as a whole. A performance goal need not, however, be based upon an increase or positive result under a business criterion.

Objective Compensation Formula

A pre-established performance goal must state, in terms of an objective formula or standard, the method for computing the amount of compensation payable to the employee if the goal is attained. A formula or standard is deemed to be objective if a third party having knowledge of the relevant performance results could calculate the amount to be paid to the employee. A formula or standard must specify the individual employees or class of employees to which it applies.

Discretion

The terms of an objective formula or standard must preclude discretion to increase the amount of compensation payable that would otherwise be due upon attainment of the goal. A performance goal is not discretionary merely because the NCG Committee reduces or eliminates the compensation or other economic benefit that was due upon attainment of the goal. The exercise of negative discretion with respect to one employee is not permitted to result in an increase in the amount payable to another employee.

Grant-by-Grant Determination

The determination of whether compensation satisfies the requirements of Section 162(m) must be made on a grant-by-grant basis.

Compensation Contingent Upon Attainment of Performance Goal

Compensation does not satisfy the requirements of Section 162(m) if the facts and circumstances indicate that the employee would receive all or part of the compensation regardless of whether the performance goal is attained.

Administration by Compensation Committee Requirement

The Equity Incentive Compensation Plan is administered by the NCG Committee. The NCG Committee has the sole authority to grant options, restricted stock, restricted stock units, performance shares, performance units, cash incentives and any combination thereof. The NCG Committee must consist of at least two directors, each of whom is a non-employee director as

defined by Rule 16b-3 under the Exchange Act and each of whom must be an “outside director” for purposes of Section 162(m). The NCG Committee has the power, authority, and sole and exclusive discretion to construe, interpret and administer the Equity Incentive Compensation Plan, including the power and authority to make determinations relating to entitlements and to correct errors. The NCG Committee, among other things, determines:

—

the employees to receive grants;

In performing these actions, the NCG Committee may take into account other factors as it deems equitable under the circumstances. The NCG Committee may delegate its authority, under certain instances, to M&T’s Chief Executive Officer, to other officers of M&T and/or to the M&T Bank Employee Benefit Plan Committee, including the right to grant awards, to the extent it deems necessary or advisable for the proper administration of the Equity Incentive Compensation Plan, consistent with the requirements of applicable law.

Shareholder Approval Requirement

The material terms of the performance goals under which the compensation is to be paid must be disclosed to and subsequently approved by the shareholders before the compensation is paid. The materials terms include: (1) the employees eligible to receive compensation; (2) a description of the business criteria on which the performance goal is based; and (3) either the maximum amount of compensation that could be paid to any employee or the formula used to calculate the amount of compensation to be paid to the employee if the performance goal is attained.

Certification of Performance Goals

The NCG Committee establishes the performance goals for qualified performance-based compensation awards as described above. After the period of service to which the performance goal relates, the NCG Committee certifies that the performance goal was satisfied before payment is made.

New Plan Benefits

The following sets forth certain information regarding equity awards made under the Equity Incentive Compensation Plan that is subject to shareholder approval. If the material terms of the Equity Incentive Compensation Plan are not approved by the shareholders, the following equity awards granted January 30, 2015 will be void and cancelled.

Equity Incentive Compensation Plan

The NCG Committee also intends to establish a performance-based cash incentive program for 2015 performance for Messrs. Wilmers, Czarnecki, Pearson and Gold under the Equity Incentive Compensation Plan (the “2015 Section 162(m) Cash Incentive Program”) that will be structured to provide for payments that would be deductible under Section 162(m) as qualified performance-based compensation. The 2015 Section 162(m) Cash Incentive Program, when established by the NCG Committee, will be made subject to shareholder approval. If the material terms of the Equity Incentive Compensation Plan are not approved by the shareholders, the 2015 Section 162(m) Cash Incentive Program will be terminated and no cash incentive awards will be paid under the program.

Board of Director Recommendations to Shareholders

Federal income tax regulations under Section 162(m) require our shareholders to approve the material terms of the Equity Incentive Compensation Plan at least every five years. If the shareholders approve these material terms of the Equity Incentive Compensation Plan for participants who are expected to be covered employees, these terms may remain in effect without further shareholder approval, unless the NCG Committee changes the material terms. If the material terms of the Equity Incentive Compensation Plan for covered employees are not approved by the shareholders, then the Equity Incentive Compensation Plan, as described in this summary, will remain in full force and effect, but M&T may be unable to deduct awards to covered employees for federal income tax purposes and the awards granted to M&T’s covered employees on January 30, 2015, as discussed in the section titled “Compensation Discussion and Analysis”, will be void and cancelled. Further, the NCG Committee retains authority to develop and implement alternate means of fairly compensating executive officers, including the covered employees, whether or not the material terms of the Equity Incentive Compensation Plan are approved.

The Board of Directors recommends that shareholders approve (1) the continued use of the current criteria to determine who participates in the Equity Incentive Compensation Plan; (2) the business criteria on which performance goals are based; (3) the continued use of the current maximum limit on the aggregate awards to any single employee in any calendar year of 200,000 shares of common stock related to awards that are intended to qualify for the performance-based compensation exception under Section 162(m); and (4) the maximum amount to be paid to any single employee in respect of a cash incentive award for any calendar year to not exceed $2,000,000.

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

M&T Bank Corporation believes that its 20142015 compensation policies and practices are centered on a pay-for-performance culture and are strongly aligned with the long-term interests of its shareholders, while reducing incentives for unnecessary and excessive risk taking. Our executive compensation programs are described in detail in the sections titled “Compensation, Discussion“COMPENSATION DISCUSSION AND ANALYSIS” and Analysis” and “Executive Compensation.“EXECUTIVE COMPENSATION.”

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 itstheir NEOs. On January 25, 2011, the SEC adopted final rules implementing this requirement. Therefore, as required by Section 14ASince the 2011 Annual Meeting of the Exchange Act,Shareholders, the Board of Directors is providing its shareholders with the right to casthas provided an annual shareholder advisory vote on the compensation of M&T’s NEOs at the Annual Meeting.NEOs.

This proposal, commonly known as a “say-on-pay” proposal, gives shareholders the opportunity to vote on the overall compensation program of M&T and specifically as it applies to the NEOs through the following resolution:

“RESOLVED, that the 20142015 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,” meaning that it will serve as a recommendation to the Board of Directors, but will not be binding. Since 2011, the Board of Directors has provided an annual shareholder advisory vote on the compensation of M&T’s NEOs. The NCG Committee will seriously consider the outcome of this vote when determining future executive compensation arrangements.

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COMPENSATION DISCUSSION AND ANALYSIS

Overview of M&T Bank Corporation and 20142015 Financial Performance

M&T Bank Corporation is a financial holding company that through its subsidiary banks offers a wide range of retail and commercial banking, trust, wealth advisory and investment services to its customers. As of December 31, 2014,2015, M&T had consolidated total assets of $96.7$122.8 billion, deposits of $73.6$92.0 billion and shareholders’ equity of $12.3$16.2 billion, and employed 14,60916,214 full-time and 1,1731,083 part-time employees. M&T reported net income of $1.1 billion and diluted earnings per common share of $7.42$7.18 for the year ended December 31, 2014.2015. The NCG Committee has traditionally based its compensation decisions on quantitative and qualitative measures, including net income, earnings per common share, return on assets, various capital ratios, composition of earnings, asset quality relative to the banking industry, responsiveness to the economic environment, achievement of business plans, and total return to shareholders. M&T’s financial performance substantially met its business plan on these measures. In addition, M&T’s total return to shareholders has consistently been in 2014 reflected elevated expenses associated with its regulatory compliancethe top quartile of the peer group over the long term (10-, 15- and other operational initiatives.20-year periods).

Overview and Objectives of Executive Compensation Programs

The objectives of M&T’s executive compensation programs are to attract talented staff, promote developmental skillsdevelop leaders and retain executive officers capable of maximizing performance for the benefit of M&T. Our long-standing compensation philosophy is to emphasize long-term, equity-based compensation for our NEOs and other employees. This philosophy allows us to align our compensation with performance in three important ways:

Senior Executive Incentive Compensation Structure—Enhanced Focus on Risk

Over the past several years, M&T has taken additional steps to enhance our incentive compensation arrangements by continuing to balance our compensation practices with appropriate incentives that do not encourage imprudent risk-taking. Our efforts to reduce risks through our compensation programs are part of our continuing effortcontinues to align ourits incentive compensation practices with the 2010 U.S. Interagency Guidance on Sound Incentive Compensation Policies and related supervisory recommendations from the Federal Reserve Board (the “Interagency Incentive Compensation Guidance”). The Interagency Incentive Compensation Guidance emphasizes three key principles: (i) providing employee incentives that appropriately balance risk and reward; (ii) ensuring effective controls and risk-management related to incentive compensation practices; and (iii) supporting strong corporate governance related to incentive compensation practices, including active and effective oversight by the organization’s board of directors.

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Over the past several years, M&T has taken additional steps to balance its compensation practices with appropriate incentives that do not encourage imprudent risk-taking. In furtherance of these objectives, M&T has formalized its Senior Executive Incentive Compensation Structure, which is comprised of the following four elements:elements.

Performance-Based Restricted Stock Units

Effective January 2014, M&T began awarding all equity-based compensation to our policy-making executive officers (including the NEOs) (sometimes referred to in this discussion as “Management Group”), as in the form of performance-based restricted stock units. Additionally, the NCG Committee awards performance–basedperformance-based restricted stock units to a group of senior officers who either manage a significant business line that may subject M&T to significant risk, or manage an area responsible for identifying, mitigating and otherwise controlling significant risk within the organization. The NCG Committee believes that awarding equity-based compensation in the form of performance-based restricted stock units discourages excessive risk taking.risk-taking.

The NCG Committee, with the advice of management, determined that annual net operating return on average tangible common equity (“ROTCE”) is the appropriate performance measure by which to determine whether or not the restrictions on the performance-based restricted stock units will lapse each year, as this measure takes into account profitability, shareholder return and capital adequacy and therefore implicitly captures important risk factors. Each January prior to the annual grant of equity-based compensation, the NCG Committee will establishestablishes the ROTCE hurdle rate which must be met or exceeded for each vesting period of such award in order for the restrictions to lapse on the performance-based restricted stock units. Assuming each vesting period’s performance requirement is met, the restrictions on awards of performance-based restricted stock units will lapse equally over a three-year vesting period beginning from the date of grant. The performance-based 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.

Forfeiture Policy

In April 2013, the NCG Committee adopted the Policy for Alignment of Incentive Compensation with Risk (the “Forfeiture Policy”). The Forfeiture Policy sets forth the circumstances under which the NCG Committee may cause a downward adjustment in current year compensation as well as cause all or part of unvested equity awards to be cancelled. Such circumstances include, but are not limited to, action or inaction on the part of an employee that results in a significant loss event (either to M&T as a whole or to a significant business line), a restatement of the financial statements due to material noncompliance with applicable financial reporting requirements, or a violation of M&T’s risk policies or procedures.

Discretionary Incentive Award Guidelines

Notwithstanding the discretionary nature of the incentive awards granted to the NEOs, M&T formalized guidelines that are to be considered when making incentive award determinations in order to strengthen the link between such awards and M&T’s performance, including creation of shareholder value, as well as consideration of risk management metrics.

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Stock Ownership Guidelines

M&T’s philosophy has been to foster a culture for its NEOs to acquire and retain M&T common stock. However, in 2013 M&T implemented formal Stock Ownership Guidelines for our Management Group in order to further align the interests of our executive officers with those of our shareholders. The Stock Ownership Guidelines mandate that executive officers own a significant amount of common stock measured as a multiple of base salary as follows:

M&T requires its executive officers to achieve the targeted stock ownership levels within five years of being promoted or named to the applicable executive officer position, or the effective date of the Stock Ownership Guidelines, whichever is later. Shares counted toward these guidelines include any shares held by the executive directly or through a broker, shares held through an M&T Retirement Savings Plan, and shares held as restricted stock, restricted stock units, or restricted stock awards, whether vested or unvested. Unexercised stock options do not count as shares held by an executive toward meeting these guidelines. As of the date of this proxy statement, all Management Group members meet the stock ownership requirements.

Incentive Compensation Governance

M&T works continuously to ensure effective controls are in place for its incentive compensation programs. As part of M&T’s enhanced enterprise risk framework, control functions, including Human Resources, Finance, Compliance, Legal and Risk Management, are actively involved in the oversight of M&T’s incentive compensation programs. In addition, M&T’s Chief Risk Officer meets with the NCG Committee on a semi-annual basis to discuss M&T’s risk management performance.

Active and effective oversight of M&T’s incentive compensation practices is provided by the NCG Committee. The NCG Committee is responsible for applying M&T’s Forfeiture Policy and determining the appropriate pay mix and total compensation for M&T’s NEOs. Additionally, the NCG Committee is responsible for establishing the appropriate performance measure for performance-based restricted stock awards. The NCG Committee shares one member with the Risk Committee, which helps to ensure the identification and prioritization of risk management matters in incentive compensation determinations.

Enhanced Ability to Adjust Compensation in the Event of an Adverse Risk Outcome

Working together, the components of the Senior Executive Incentive Compensation Structure continue to drive alignment of our NEOs’ interests with those of our shareholders, are consistent with the safety and soundness of M&T, and provide an enhanced ability to account for the duration of risk and adjust compensation in the event of adverse risk outcomes.

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Process for Determining Executive Compensation

The NCG Committee is responsible for determining the compensation of our NEOs. As discussed below, the NCG Committee reviews the compensation levels of the NEOs relative to a group of commercial banking peers and considers the financial performance of M&T relative to that peer group as well as certain other factors, including our compensation mix strategy, risk management performance and individual and corporate performance, in determining the amount and mix of compensation to be paid to each NEO.

Compensation Review

On an annual basis, the NCG Committee compares compensation levels for each of 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, 2013,2014, and removing those that had a significantly dissimilar business mix, or had a substantial international presence:

The 20142015 peer group is unchanged from 20132014 and continues to include PNC Financial Services Group, Inc., notwithstanding the fact that it is outside the asset size criterion, due to its similar business makeup and presence in many of the markets where M&T Bank conducts commercial banking activities.

Consistent with its philosophy of providing incentives that link compensation to firm performance and efforts to align with the Interagency Incentive Compensation Guidance, in determining the appropriate mix of compensation among base salary, annual cash incentives and stock-basedequity-based compensation, the NCG Committee assesses the performance of each NEO after the year is complete against certain applicable aspects of management’s annual business plan that is approved by the Board of Directors. The plan provides earnings-per-share growth, expense management, revenue growth, market concentration, credit quality measures and various other financial and risk management performance measures. The NCG Committee assesses the performance of each NEO in light of the business plan and relative to the performance of the firms in the peer group.

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The NCG 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 Consultant

In both 20132014 and 2014,2015, the NCG Committee retained the services of McLagan, an Aon Hewitt company, to review the NEOs’ compensation and to provide insights for each of those years

into the anticipated compensation levels within the peer group for 20132014 and 20142015 performance. This review included a review of the following components of NEO compensation:

The review compared NEO compensation to the compensation of the peer group as determined by McLagan based on information provided by the peer group in the 20132014 and 20142015 proxy statements, surveys and other sources. The NCG Committee uses information about the peer group to help assess the competitiveness of M&T’s pay practices. McLagan also provided opinions toadvised the NCG Committee regarding the reasonableness of the levels of compensation determinations madeand alignment of pay and performance for the NEOs with respect to the NEOs in Januaryperformance years 2014 and January 2015. Additional information regarding McLagan and a description of the services provided by it and its affiliates to M&T during 2014,2015, including the fees paid by M&T, is provided in the section titled “CORPORATE“NOMINATION, COMPENSATION AND GOVERNANCE OF M&T BANK CORPORATION.COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.”

Individual Performance Assessments

In addition to the overall performance metrics for M&T discussed above, the NCG Committee considered the following in assessing the performance of the NEOs during 20142015 and the appropriate compensation levels and mix of compensation (base salary, annual cash incentive and stock-basedequity-based compensation) to reflect that performance:

Mr. Wilmers. As Chief Executive Officer, Mr. Wilmers is responsible for M&T’s overall financial performance. M&T’s 2014 financial performance did not meet&T substantially achieved its annual business plan due in part to elevated expenses associated with various regulatory compliance initiatives and investments in technology and operations.for 2015. Mr. Wilmers’ continued focus on and accountability to M&T’s key priorities has allowed M&T to strengthen its regulatory compliance program.program, which enabled M&T to complete the merger of Hudson City Bancorp, Inc. (“Hudson City”) on November 1, 2015.

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Mr. Jones.As Vice Chairman of M&T Bank and Chief Financial Officer, Mr. Jones ledcontinues to lead M&T’s continued efforts to strengthen its capital planning practices in response to regulatory changes. HeFor 2015, he was also instrumental in maintaining a strong (compared to the peer group) net interest margin. Effective January 3, 2014,income growth and earnings per share growth. Mr. Jones assumed enhanced responsibilities in connection with his appointment as a Vice Chairman of M&T Bank, includingcontinued to provide strategic oversight of the Wilmington Trust businesses.businesses and was instrumental to the completion of the merger with Hudson City.

Mr. Czarnecki. As President and Chief Operating Officer, Mr. Czarnecki is responsible for the day-to-day management of M&T. He also shares accountability with Mr. Wilmers for the overall financial results of M&T. Effective January 3, 2014, &T as well as achievement of M&T’s key priorities, which included the completion of the merger with Hudson City.

Mr. Czarnecki was appointed Chief Operating OfficerPearson. As Vice Chairman of M&T Bank and M&T Bank to reflect his enhanced management responsibilities.

Mr. Pearson. As headChairman of M&T Bank’s senior loan committee (through September 2015), Mr. Pearson shares responsibility for M&T Bank’s continued strong credit quality in 20142015 and strong credit performance relative to the peer group. Effective January 3, 2014,October 2015, Mr. Pearson assumed enhanced responsibilitiesresponsibility for M&T’s credit division and relinquished his role on M&T Bank’s senior loan committee. He also played an integral role in connection with his appointment as apreparing for the integration of Hudson City.

Mr. Gold. As Vice Chairman of M&T Bank.

Mr. Gold. Effective September 16, 2014, Mr. Gold was named Chief Risk Officer of M&TBank and Chief Risk Officer and a Vice Chairman of M&T Bank. As Chief Risk Officer, Mr. Gold maintains overall responsibility for M&T’s risk management functions. Under his leadership, M&T has made continued progress on the enhancement of its compliance management program, including its BSA/AML regulatory compliance program and its enterprise-wide risk management framework. Mr. Gold’s efforts in this regard were instrumental to the merger with Hudson City.

Based upon the achievements described above, and as set forth in more detail below, the total compensation opportunity for each NEO in 2016, when compared to the total compensation opportunity in 2015, resulted in no increase for each of Messrs. Wilmers and Czarnecki, an increase of 11.1% for Mr. Pearson and an increase of 6.7% for each of Messrs. Jones and Gold. Although the NCG Committee believed that increases in the total compensation opportunity for Messrs. Wilmers and Czarnecki were also warranted for 2016 based upon M&T’s and their individual performance, the NCG Committee determined to honor the request of Messrs. Wilmers and Czarnecki that they not be considered for any increase.

Consideration of Shareholder Advisory Vote on Executive Compensation

The NCG Committee views the shareholder vote on executive compensation as an important expression of whether other shareholders agree with the NCG Committee’s decisions on how to align compensation with performance, particularly long-term performance. In connection with the shareholder advisory vote at the 20142015 Annual Meeting of Shareholders, 98.6%98.2% of the shares that were voted on that matter approved of the compensation of the NEOs. The NCG Committee considered this to be a strong indication that other shareholders believe that the NEOs’ compensation is aligned with the performance of M&T.

Impact of TARP CPP on Executive Compensation Arrangements

During the financial crisis, specifically from 2009 through 2012, our ability to fulfill the objectives of M&T’s compensation programs and maintain our compensation philosophy was impacted by the rules governing executive compensation applicable to financial institutions that received investments from the U.S. Department of the Treasury pursuant to the Troubled Asset Relief Program. M&T participated in the Troubled Asset Relief Program under the Capital Purchase Program (the “TARP CPP”) from December 23, 2008 until August 21, 2012. During that time, the compensation rules of that program (the “TARP Compensation Standards”) affected the compensation our NEOs could receive. Beginning with fiscal year 2013, the TARP Compensation Standards no longer impacted the compensation of our NEOs and the next 20 most highly compensated employees.

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Although M&T exited the TARP CPP as of August 21, 2012, the TARP Compensation Standards imposed restrictions that impacted the compensation of our NEOs for most of 2012 and are reflected in the Summary Compensation Table data presented for that year. The standard that had the largest impact on M&T’s compensation structure was the prohibition on paying cash 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 NEOs and the next 20 most highly compensated employees.

Components of Executive Compensation

Consistent with M&T’s philosophy of aligning NEO compensation with the interests of shareholders, the NCG Committee historically tended to award a relatively higher percentage of compensation in the form of stock-basedequity-based compensation than members of the peer group.

Based on the analysis performed by the NCG Committee’s compensation consultant in 20142015 (for compensation paid during the 20132014 performance year), the aggregate total compensation (total cash compensation plus stock-basedequity-based compensation or other long-term incentives) of the NEOs, other than Mr.Messrs. Wilmers and Gold, was approaching, or slightly above, the aggregate medians for comparable executives employed by the members of the peer group. Mr. Wilmers’ total compensation was in the bottom quartile of comparable executives employed by members of the peer group. Mr. Gold’s total compensation was between the 50^th and 75^th percentile of comparable executives employed by members of the peer group. In determining the appropriate level of compensation for the NEOs, the NCG

Committee focused on the total compensation of comparable positions within the peer 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 NCG Committee based on a number of factors, including the scope of the executive’s responsibilities, historical base salaries of comparable executives employed by members of the peer group, and past and expected future contributions. During 2012, the NEOs’ base salaries included a stock salary component as a result of the TARP Compensation Standards. In considering the salaries for the NEOs in 2013, the NCG Committee considered it appropriate to eliminate the stock salary component because the TARP Compensation Standards were no longer applicable to M&T.

20142016 Salary Determinations

The NCG Committee made base salary determinations for 20142016 for the NEOs in January 2014.2016. Given M&T’s performance in 2013,2015, compared to both that of the peer group and its business plan, the individual performance of each of the NEOs as discussed above, and the increased responsibilities assumed by Messrs. Jonescompletion of the merger and Pearson,forthcoming integration of Hudson City, the NCG Committee determined that the total compensation of Messrs. Jones, Pearson and PearsonGold should be increased andfor 2016. As discussed above, the NCG Committee determined that the total compensation of Messrs. Wilmers and Czarnecki would remain flat for 2016 and, as such, determined that their cash salaries should remain flat.unchanged for 2016. Considering the mix of desired compensation, desired forindividual performance and the NEOs, the performance of each NEO and information about the relative compensation levels at the peer group, the NCG Committee determined that the respective cash salaries of Messrs. Jones and Pearson eachfor the other NEOs should be increased by $25,000. The cash salaries of Messrs. Wilmersas follows: Mr. Jones - $25,000; Mr. Pearson - $50,000; and Czarnecki were not changed.Mr. Gold - $50,000.

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2015 Salary Determinations

The NCG Committee made base salary determinations for 2015 for the NEOs in January 2015. Given M&T’s performance in 2014, compared to both that of the peer group and its business plan, the individual performance of each of the NEOs as discussed above, and the increased responsibilities assumed by Messrs. Jones, Pearson and Gold, the NCG Committee determined that the total compensation of Messrs. Jones, Pearson and Gold should be increased and that the total compensation of Messrs. Wilmers and Czarnecki should remain flat for 2015. Considering the mix of compensation desired for the NEOs, the performance of each NEO and information about relative compensation levels at the peer group, the NCG Committee determined that the respective cash salaries should be increased as follows: Mr. Jones—$75,000;Jones - $75,000; Mr. Pearson—$50,000;Pearson - $50,000; and Mr. Gold—$25,000.Gold - $25,000. The NCG Committee determined that the cash salaries of Messrs. Wilmers and Czarnecki should remain unchangedwere not changed for 2015, at the same level that they have been since 2013.2015.

Incentive Compensation

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

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M&T’s performance compared to the peer group used for performance purposes;

Annual Cash Incentives

Historically, theThe NEOs participatedparticipate in the Annual Executive Incentive Plan, which plan provides for discretionary grants of cash awards to the NEOs as determined by the NCG Committee. As discussed above, the TARP Compensation Standards prohibited the payment of these types of cash awards, except pursuant to certain commission-based plans and preexisting employment contracts, to the NEOs and the next 20 most highly compensated employees. Because none of the NEOs receive commissions or have preexisting employment contracts, the NCG Committee could not, and did not, make any discretionary grants of cash awards to the NEOs in 2012 with respect to 2011 performance.

20142015 Cash Incentive Award Determinations

Due to the discretionary structure of the Annual 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 NCG Committee considered the following factors in making the cash incentive awards in January 2015:2016: (i) the performance of M&T during 20142015 relative to its business plan and relative to the peer group for performance purposes; (ii) the contribution of each of the NEOs to that performance; (iii) effective risk management and (iii)adherence to M&T’s risk appetite; and (iv) the expanded roles taken on byperformance of Messrs. Jones, Pearson and Gold during 2014 and their performance in fulfilling those enhanced responsibilities.their expanded roles, including efforts related to the merger with Hudson City. Based upon an evaluation of these factors, the NCG Committee determined that it was appropriate to award each of the NEOs a cash incentive under the Annual Executive Incentive Plan for 2014 performance. This resulted in cash awards2015 performance as follows: each of Messrs. Wilmers and Czarnecki—$425,000; Mr. Jones—$375,000; and each of Messrs. Pearson and Gold—$400,000. For Messrs. Wilmers, Czarnecki and Gold their cash awards were- $425,000 (which, as discussed above, was unchanged from the prior year while each of Messrs.award); Mr. Pearson - $500,000 (a $100,000 increase from the prior year award); Mr. Jones - $475,000 (a $100,000 increase from the prior year award); and Pearson received modest increases.Mr. Gold - $475,000 (a $75,000 increase from the prior year award).

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Equity-Based Incentives

Also consistent with its philosophy of linking compensation to M&T’s performance for the benefit of M&T’s shareholders, M&T provides long-term incentive opportunities to its executive officers through discretionary grants of stock-basedequity-based compensation under the M&T Bank Corporation 2009 Equity Incentive Compensation Plan.Plan (“Equity Incentive Compensation Plan”). The NCG 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 granted on the last business day of January. In making grants of equity awards, the NCG Committee generally assesses the following factors over a three-year period or longer:

Stock Options

Management and the NCG Committee historically believed that stock options were an effective long-term incentive because the holder could profit only if the value of M&T common stock increased. In the past, M&T utilized incentive stock options that complied with Section 422 of the Internal Revenue Code, to the maximum extent permitted. In making such awards in the past, the NCG Committee concluded that the potential tax advantages available to the NEOs with incentive stock options increased the likelihood that a NEO would hold the stock received upon exercise of a stock option. Typically, stock options vested 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. M&T has not granted stock options to any NEO or any member of Management Group since 2009.

Restricted Stock and Restricted Stock Units

Management and the NCG 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 granted prior to 2014 will lapse based on the same service-based vesting schedule used for stock options. Restrictions on awards of restricted stock or restricted stock units made beginning in January 2014 will lapse on a pro-rata basis over three years. The restricted stock will receive dividends if and when dividends are paid on M&T 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 M&T common stock but they do not have voting rights during the restricted period. Beginning in 2009, for tax reasons, the NCG Committee determined to award restricted stock units to be settled in M&T common stock as a substitute for awards of restricted stock to employees who are eligible for retirement under the Qualified Pension Plan.

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Performance-Based Restricted Stock Units

As discussed above, beginning in January 2014, M&T began awarding all equity-based compensation for the NEOs in the form of performance-based restricted stock units. The restrictions on the awards of such performance-based restricted stock units will lapse equally over a three-year vesting period beginning from the date of grant if the ROTCE hurdle rate established by the NCG Committee prior to the annual grant date is met or exceeded for each vesting period. The performance-based 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.

20142016 Equity Awards

The NCG Committee granted equity awards to the NEOs in 20142016 based on the assessment criteria discussed above in the form of performance-based restricted stock units. The aggregate value of the long-term performance-based restricted stock units awarded to each ofNEO was: Messrs. Wilmers and Czarnecki was $1,675,000,- $1,675,000; Mr. Pearson - $1,275,000; and $1,175,000 was awarded to each of Messrs. Jones and Pearson. The total compensation opportunityGold - $1,200,000. As discussed above, for each NEO in 2014, consisting of his respective cash base

salary, the annual cash incentive award earned for performance in 2013 and long-term restricted stock award, when compared to the total compensation opportunity in 2013, resulted in no increase for each of Messrs. Wilmers and Czarnecki, andthese equity awards were unchanged from 2015, while Mr. Pearson received an increase of 5% for each of$100,000 and Messrs. Jones and Pearson.Gold each received an increase of $25,000.

The performance-based long-term stock awards were in the form of restricted stock units to be settled in stock, and were granted on January 29, 2016 in accordance with the Equity Incentive Compensation Plan. The restricted stock units granted on January 29, 2016 will be settled in M&T common stock on a pro-rata basis over the three years following the grant date. All such restricted stock units will generally be settled in M&T common stock upon the death or disability of a NEO, or upon a change-in-control of M&T. In the event of retirement, however, the settlement is contingent upon the achievement of the performance requirement for the performance period in which retirement occurs. The awards of restricted stock units granted on January 29, 2016 will be entitled to the receipt of any dividend equivalents paid on stock units.

2015 Equity Awards

The NCG Committee granted equity awards to the NEOs in 2015 based on the assessment criteria discussed above in the form of performance-based restricted stock units. The aggregate value of the long-term performance-based restricted stock units awarded to each of Messrs. Wilmers and Czarnecki was $1,675,000, and $1,175,000 was awarded to each of Messrs. Jones, Pearson and Gold. For Messrs. Wilmers, Czarnecki, Jones and Pearson, these equity awards were unchanged from 2014, while Mr. Gold received an increase of $375,000. The total compensation opportunity for each NEO in 2015, when compared to the total compensation opportunity in 2014, resulted in no increase for each of Messrs. Wilmers and Czarnecki, increases of 7% for each of Messrs. Jones and Pearson, and a 22% increase for Mr. Gold.

The performance-based long-term restricted stock awards were in the form of restricted stock units to be settled in stock, and were granted on January 30, 2015 in accordance with the Equity Incentive Compensation Plan. As discussed in more detail in Proposal 2,Plan, the Equity Incentive Compensation Plan was lastmaterial terms of which were approved by M&T’s shareholders upon its adoption in 2009. In order for M&T to continue to avail itself of the tax deduction for “performance-based compensation” pursuant to Section 162(m), the material terms of the Equity Incentive Compensation Plan must be approved by the shareholders no less frequently than every five years. As a result, the equity awards granted to Messrs. Wilmers, Czarnecki, Pearson and Gold on January 30, 2015, were made subject to shareholder approval of the material terms of the Equity Incentive Compensation Plan at the Annual Meeting. Assuming such shareholder approval is obtained, and that the requisite performance requirements are achieved, the2015. The restricted stock units granted on January 30, 2015 will be settled in M&T common stock on a pro-rata basis over the three years following the grant date. All such restricted stock units will

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generally be settled in M&T common stock upon theretirement, death or disability of a NEO, or upon a change-in-control of M&T. In the event of retirement, however, the settlement is contingent upon the achievement of the performance requirement for the performance period in which retirement occurs. The awards of restricted stock units granted on January 30, 2015 will be entitled to the receipt of any dividend equivalents paid on stock units.

The supplemental table below shows the mix of annual base salary, annual cash incentives and equity awards approved by the NCG Committee for each NEO in January  2015:2016:

Summary of 20152016 Executive Compensation Determinations