<PAGE>
EXHIBIT 10.12
M&T BANK CORPORATION
DEFERRED BONUS PLAN
As Amended and Restated Effective January 1, 2005
ARTICLE I
INTENT
This M&T Bank Corporation Deferred Bonus Plan was
established,
effective January 1, 1984, for the benefit
of certain employees of certain
affiliates of M&T Bank Corporation. The
Plan is intended to qualify as a plan
described in Section 201(2) of the Employee
Retirement Income Security Act of
1974, as amended ("ERISA") and to comply
with the requirements of Section 409A
of the Internal Revenue Code of 1986, as
amended, ("Code"), and is maintained
primarily for the purpose of providing
deferred compensation for a select group
of management or highly compensated
employees.
ARTICLE II
DEFINITIONS
When used in this Plan, the following terms shall have the
following
meanings:
2.1 "Account" is the account maintained for a Participant pursuant
to
Article IV hereof.
2.2 "Anniversary Date" is the Deferral Date and each
anniversary
thereof.
2.3 "Beneficiary" is the person or persons designated by a
Participant
pursuant to Article VI hereof to receive
any benefit payable pursuant to Section
5.1 hereof upon the Participant's
death.
2.4 "Bank" is Manufacturers and Traders Trust Company and its
successors by merger, sale of assets or
otherwise.
2.5 "Board" means the board of directors of M&T Bank
Corporation.
2.6 "Bonus" means an Eligible Employee's award under the
Incentive
Plan.
2.7 "Deemed Earnings" is the income earned or loss incurred
with
respect to a Participant's Deemed
Investment Portfolio calculated as provided in
Section 4.2.
2.8 "Deemed Investment Portfolio" is the hypothetical or deemed
portfolio designated by a Participant from
as provided in Section 4.3.
2.9 "Deferral Date" is the date on which the Deferred Bonus would
have
been paid to the Participant had it not
been deferred pursuant to a Deferred
Bonus Election.
2.10 "Deferred Bonus Election" is an election made pursuant to
Section
3.1(a) hereof.
2.11 "Deferred Bonus" means that portion of a Bonus the payment
of
which is deferred by a Participant under
this Plan.
2.12 "Deferred Bonus Agreement" is the written agreement entered
into
between a Participant and his Employer
pursuant to which the Participant elects
to defer payment of a specified portion of
his Bonus in accordance with the
terms of this Plan and such agreement.
1 of 9
<PAGE>
2.13 "Eligible Employee" is an individual who is an employee of
an
Employer, who is eligible to participate in
an Incentive Plan and who is
designated by the Plan Administrator as
eligible to participate in this Plan.
2.14 "Employer" is M&T Bank Corporation and each of its
affiliates, any
of whose employees are eligible to
participate in an Incentive Plan.
2.15 "Incentive Plan" means the M&T Bank Corporation Annual
Executive
Incentive Plan and such other incentive
plans of M&T Bank Corporation or its
subsidiaries as the Plan Administrator may
designate.
2.16 "M&T Bank Corporation Common Stock" is the Common Stock,
par value
$5.00 per share, of M&T Bank
Corporation.
2.17 "M&T Bank Corporation Stock Deemed Investment Account"
means that
portion of an Account consisting of deemed
shares of M&T Bank Corporation Common
Stock.
2.18 "Participant" is an Eligible Employee who has deferred a
portion
of his Bonus pursuant to a Deferred
Compensation Agreement and the terms of this
Plan.
2.19 "Plan" is this M&T Bank Corporation Deferred Bonus Plan,
as set
forth herein and amended from time to
time.
2.20 "Plan Administrator" is such person or committee as may be
designated by the Board to serve as such
under this Plan.
2.21 "Post-2004 Deferred Bonus" is a Deferred Bonus that became
or
becomes fixed and nonforfeitable after
December 31, 2004.
2.22 "Pre-2005 Deferred Bonus" is a Deferred Bonus that became
fixed
and nonforfeitable prior to January 1,
2005.
2.23 "Retirement" is termination of employment at the
Participant's
55th birthday. For Pre-2005 Deferred
Bonuses "Retirement" is the earliest of a
Participant's (a) normal retirement, early
retirement or disability retirement
under the M&T Bank Corporation Pension
Plan, (b) death or (c) 65th birthday.
2.24 "Retirement Savings Plan" is the M&T Bank Corporation
Retirement
Savings Plan.
2.25 "Unforeseeable Emergency" is a severe financial hardship to
the
Participant resulting from an illness or
accident of the Participant, the
Participant's spouse, or a dependent (as
defined in Section 152 of the Code) of
the Participant, loss of the Participant's
property due to casualty, or other
similar extraordinary and unforeseeable
circumstances arising as a result of
events beyond the control of the
Participant.
2.26 "Valuation Date" is each day on which the New York Stock
Exchange
is open for business.
-2-
<PAGE>
ARTICLE III
DEFERRAL OF BONUS
3.1 Deferred Bonus Elections.
(a) An Eligible Employee, by executing a Deferred Bonus
Agreement, may elect to defer all or any
portion of his Bonus.
(b) All Eligible Employee's Deferred Bonus may not be less
than $10,000.
(c) An Eligible Employee must make his Deferral Election for a
Bonus payable with respect to a calendar
year at the time and in the matter
prescribed by the Plan Administrator
provided, however, that the Plan
Administrator shall not permit such an
election to be made later than June 30 of
the calendar year to which the Deferred
Election relates. The foregoing
notwithstanding, the Deferred Bonus
Election for to the 2004 Deferred Bonus
shall be honored if it was made prior to
March 15, 2005.
3.2 Deferred Bonus Agreements.
(a) A Deferred Bonus Election pursuant to this Plan shall be
made pursuant to a written Deferred Bonus
Agreement between the Eligible
Employee and his Employer.
(b) A Participant's Deferred Bonus Agreement shall specify
whether the Deferred Bonus thereunder (and
Deemed Earnings thereon) shall be
paid in a single sum payment or in annual
installments payable over five or ten
years.
(c) A Participant's Deferred Bonus Agreement shall specify
whether the referred Bonus thereunder (and
Deemed Earnings thereon) shall be
paid (or shall commence to be paid) at (i)
Retirement or (ii) on a date selected
by the Participant from among any
anniversary date between the tenth and
twentieth anniversary of the Deferred
Bonus.
ARTICLE IV
ACCOUNTS
4.1 Maintenance of Accounts. The Plan Administrator shall establish
a
bookkeeping account (an "Account") for each
Participant. The amount of such
Deferred Bonus shall be credited to such
Participant's Account as of the
Deferral Date.
4.2 Deemed Earnings. Accounts will be credited with Deemed Earnings
on
the same basis accounts are credited with
investment returns under the
Retirement Savings Plan.
4.3 Deemed Investment Portfolio.
(a) Participant shall designate, at the time and in the manner
prescribed by the Plan Administrator, the
Investment Option or Options, in which
his Deferred Bonus shall be deemed to be
invested. This election must be made so
that the percentage of the Deferred Bonus
invested in any Investment Option is
an integral multiple of one percent.
(b) A Participant may elect, at the time and in the manner
prescribed by the Plan Administrator, to
transfer some or all of his Account
balance among the Investment Options within
his or her Deemed Investment
Portfolio. Each such transfer must be made
in an integral multiple of one
percent
-3-
<PAGE>
of the Account balance, at the time of the
transfer, in the Investment Option
from which amount is transferred. The
foregoing notwithstanding, a Participant
may not change a prior allocation to his
M&T Bank Corporation Stock Deemed
Investment Account other than to add to
such Account.
(c) If the Plan Administrator determines to cease offering an
Investment Option or Options, each
Participant shall elect, at the time and in
the manner prescribed by the Plan
Administrator, to invest the portion of his
Account and future Contributions, which
otherwise would have been invested in
the liquidated Investment Option or
Options, in the remaining Investment Option
or Options.
(d) Any direction to the Participant pursuant to this section
4.3 is advisory only and the Plan
Administrator reserves to itself the right to
refuse any direction given by a
Participant.
(e) If a Participant fails to give the Plan Administrator a
direction with respect to the investment of
his or her Account, the Plan
Administrator shall deem the Participant to
have directed investment to a money
market or equivalent fund.
4.4 M&T Bank Corporation Stock Deemed Investment Account. A
Participant's M&T Bank Corporation
Deemed Investment Account shall be credited
with the number of deemed or hypothetical
shares of M&T Bank Corporation Common
Stock in the same manner such shares would
be determined under the Retirement
Savings Plan. In the event of any change in
corporate capital capitalization,
such as a stock split, or a corporate
transaction, such as any merger,
consolidation, separation, including a
spin-off, or other distribution of stock
or property of the Employer, any
reorganization (whether or not such
reorganization comes within the definition
of such term in Section 368 of the
Code) or any partial or complete
liquidation of the Employer, such change or
adjustment shall be made in the number and
class of hypothetical shares of M&T
Bank Corporation Common Stock held in a
Participant's M&T Bank Corporation Stock
Deemed Investment Account as may be
determined under the Retirement Savings
Plan.
4.5 Separate Accounting. Within a Participant's Account, the
Plan
Administrator shall account separately for
each of the Participant's Deferred
Bonuses. Such accounting shall conform to
regulations and other guidance issued
by the Department of the Treasury with
respect to the maintenance of separate
accounts for Pre-2005 Deferred Bonuses and
Post-2004 Deferred Bonuses so as to
preclude the application of Section 409A of
the Code to Pre-2005 Deferred
Bonuses and Deemed Earnings.
ARTICLE V
PAYMENT OF BENEFITS
5.1 General Rule. Except as provided in the following sentence or
in
Section 5.2 hereof or as otherwise provided
in this Section 5.1, the amount
standing to the Participant's Account shall
be paid to the Participant (or, in
the event of the Participant's death, his
beneficiary) on the last day of the
calendar quarter next following the
Anniversary Date of the scheduled payment
elected in the Participant's Deferred Bonus
Agreement or Agreements. Payments on
account of Retirement shall commence on the
last day of the calendar quarter
next following Retirement. Such payments
shall be paid in the form or forms
elected in such Agreement or Agreements. If
a Participant terminates his
employment with the Employer for any reason
other than Retirement, the Plan
Administrator, in its sole discretion, may
direct, a single sum payment of the
total amount standing to the Participant's
Account that is attributable solely
to Pre-2005 Deferred Bonuses and the
accretions thereon. The foregoing
notwithstanding, the Plan Administrator, in
its sole discretion, may direct a
single sum payment of the total amount
standing to the Participant's Account or
some lesser amount if such payment is
permitted under regulations or other
guidance issued by the Secretary of the
Treasury.
-4-
<PAGE>
5.2 Withdrawals for Unforeseeable Emergency. If the Participant
experiences an Unforeseeable Emergency, the
Participant may request the Plan
Administrator to make a distribution of all
or a portion of the Account that is
attributable to both Pre-2005 Deferred
Bonuses and Post-2004 Deferred Bonuses
and the accretions thereon. The amount
distributed with respect to the
Unforeseeable Emergency shall not e
