Exhibit 10.3
                              M&T BANK CORPORATION

                         ANNUAL EXECUTIVE INCENTIVE PLAN

1.       Objective

         The objective of the M&T Bank Corporation Annual Executive Incentive
         Plan (the "Plan") is to promote the interests of M&T Bank Corporation
         by providing key executives with an additional incentive and reward to
         achieve excellence in management.

2.       Administration of the Plan

         The Plan shall be administered by the Compensation Committee (the
         "Committee") of the Board of Directors of M&T Bank Corporation. No
         member of the Committee while serving as such shall be eligible for
         participation in the Plan. The Committee has exclusive and final
         authority in all determinations affecting the Plan and its
         participants. The Committee shall have the authority to interpret the
         Plan, to set up and review the rules and regulations relating to the
         Plan, and to make any other determination that it believes necessary or
         advisable for the administration of the Plan.

3.       Participation

         Participation in the Plan shall be determined by the Committee and is
         limited to those executives who are members of the Management Group.

4.       Bonus Pool

         The bonus pool shall be established annually by the Committee. In doing
         so, the Committee shall consider M&T Bank Corporation's profitability
         as well as the number of potential participants. The Committee may
         establish a minimum threshold of after-tax profit in each year below
         which no bonus pool will be established. At year end, the Committee may
         increase the established bonus pool at its discretion in accordance
         with its views on management's contribution to profitability, provided
         such increase is no more than 50 percent.

5.       Award

         Payments awarded under the Plan will be determined by the Committee.
         Awards are determined on a discretionary basis which takes into account
         M&T Bank Corporation's overall performance, the performance of the
         strategic business units for which M&T Bank Corporation's executive
         officers are responsible and the executive officers' individual
         performances. It is not required that every Plan participant be awarded
         a bonus.




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6.       Payment

         All payments awarded under the Plan will be paid in cash within a
         reasonable period after performance achievements have been finalized,
         reviewed and approved by the Committee, unless the participant has
         elected to defer part or all of the award.

7.       Right to Payment of Award

         A participant shall have no right to receive payment for any part of
         the award and the award shall be forfeited unless he/she remains an
         employee of M&T Bank Corporation or its subsidiaries at all times from
         his or her date of selection as a participant in any particular year
         through a date which is the earliest to occur of (a) December 31 of the
         year for which the award is granted, (b) normal retirement date, (c)
         death or (d) total disability. The Committee may, if in its opinion
         circumstances warrant such action, approve payment of any part or all
         of an award which would otherwise be forfeited as a result of a
         participant failing to remain an employee of M&T Bank Corporation or
         its subsidiaries for the required period.

8.       Miscellaneous

         (a) A participant's rights and interests under the Plan may not be
         assigned or transferred. In the case of a participant's death, any
         payment which may be awarded under the Plan shall be made to his/her
         designated beneficiary, or in the absence of such designation, shall be
         made to his/her estate.

         (b) No employee or other person shall have any claim or right to be
         granted an award under the Plan. Neither this Plan nor any action taken
         hereunder shall be construed as giving any employee any right to be
         retained in the employ of M&T Bank Corporation or its subsidiaries. M&T
         Bank Corporation shall have the right to deduct from all awards any
         taxes required by law to be withheld with respect to such awards.

         (c) As used in this Plan, "total disability" means complete and
         permanent inability by reason of illness or accident to perform the
         duties of the occupation at which a participant was employed by M&T
         Bank Corporation or its subsidiaries when such disability commenced.
         All determinations as to the date and extent of such disability shall
         be made by the Committee, upon the basis of such evidence as the
         Committee deems necessary and appropriate.

9.       Amendment, Suspension and Termination

         The Committee reserves the right at any time to amend, suspend or
         terminate the Plan, if in its sole judgement, such amendment,
         suspension or termination is deemed necessary or appropriate.


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10.      Effective Date of the Plan

         The Plan shall be effective as of January 1, 1993, and together with
         any amendments thereto, shall continue from year to year until
         suspended or terminated by the Committee. The fiscal year of the Plan
         shall be January 1 through December 31.

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