M&T BANK CORPORATION PENSION PLAN Plan Descrip… · · 2018-02-16The M&T Bank Corporation...

NHR 10/7/06

M&T BANK CORPORATION

PENSION PLAN

SUMMARY PLAN DESCRIPTION

FOR PLAN PROVISIONS EFFECTIVE JANUARY 1, 2006

TABLE OF CONTENTS

I. ELIGIBILITY TO PARTICIPATE IN THE PLAN ......................................................1 A. ELIGIBILITY .............................................................................................................1 B. TERMINATION AND RESUMPTION OF PARTICIPATION.........................................................1

II. BENEFITS PROVIDED BY THE PLAN...................................................................2 A. NORMAL RETIREMENT BENEFIT ...................................................................................2

1. Pre-2006 Accrued Benefit..............................................................................2 2. Future Service Benefit (Earned After 2005)..................................................6 3. Payment of Normal Retirement Benefit........................................................7

B. EARLY RETIREMENT .................................................................................................8 C. DEFERRED RETIREMENT ............................................................................................8 D. DISABILITY RETIREMENT ............................................................................................9 E. PRE-RETIREMENT DEATH BENEFITS...........................................................................10 F. VESTING OF BENEFITS.............................................................................................11

1. General Vesting Rules ......................................................................................11 2. Hours of Service...............................................................................................11 3. Break in Service ...............................................................................................11 4. Special Vesting Rules .......................................................................................12

III. PAYMENT OF BENEFITS.................................................................................13 A NORMAL FORM OF BENEFIT ......................................................................................14 B. OPTIONAL FORMS OF BENEFITS ................................................................................15 C. ASSIGNMENT OF BENEFITS .......................................................................................15

IV. LOSS OF BENEFITS ........................................................................................16 A. TERMINATION OF PLAN ............................................................................................16 B. TERMINATION OF EMPLOYMENT .................................................................................16 C. DEATH .................................................................................................................16

V. TAXABILITY OF BENEFITS .................................................................................16

VI. CLAIMS PROCEDURE .....................................................................................16

VII. PLAN AMENDMENTS ......................................................................................17

VIII. TOP HEAVY REQUIREMENTS ........................................................................18

IX. PLAN TERMINATION .......................................................................................18

X. PENSION BENEFIT GUARANTY CORPORATION..............................................18

XI. RIGHTS AND OBLIGATIONS UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974..............................................................................19

XII. YOUR SOCIAL SECURITY BENEFITS ............................................................20

PLAN FACTS ...............................................................................................................21

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INTRODUCTION

The M&T Bank Corporation Pension Plan (the “Plan”) was originally adopted effective January 1, 1944. The Plan is sponsored by Manufacturers and Traders Trust Company (“M&T Bank”), and covers the employees (and their beneficiaries) of M&T Bank and its participating affiliates (the “Employers”). The Plan has been amended several times since it was adopted by M&T Bank, including amendments to reflect the merger of other plans into this Plan. This Summary Plan Description (“SPD”) describes the terms of the Plan that became effective on January 1, 2006.

If you were a participant in a pension plan that was merged into this Plan, special vesting and distribution rules may apply to you. Those special rules are described in Appendix B at the end of this SPD.

The Plan is a “defined benefit” plan, which means that it provides definitely determinable benefits to participants based upon formulas contained in the Plan. It is administered by the M&T Bank Employee Benefit Plans Committee (the “Committee”). The Employers make contributions to a trust from which Plan benefits are paid. The amounts of the contributions are actuarially determined. The Plan pays benefits to participants who retire, become disabled, die or terminate employment after meeting the eligibility requirements for those benefits.

This SPD describes the provisions of the Plan in general, non-technical terms. Of course, the formal Plan document governs the actual operation of the Plan, and if any conflicts arise between the descriptions in this SPD and the language of the Plan document, the Plan document will control.

Please read this SPD and keep it with your important personal papers. If you have further questions about how the Plan works, please contact the M&T Bank Employee Benefits Department (“Employee Benefits Department”) at One M&T Plaza, Buffalo, NY 14203 (or contact HRDirect Toll-Free at (877) 473-4732).

I. ELIGIBILITY TO PARTICIPATE IN THE PLAN

A. Eligibility

If you were (a) employed prior to July 1, 2004, (b) became a participant in the Plan on or before July 1, 2005, and (c) elected (or were deemed to have elected because you did not make an election) to continue your active participation on and after January 1, 2006, you will continue to participate in the Plan in accordance with the Plan terms. If you were not eligible to participate in the Plan on December 31, 2005, you will not be eligible to participate in the Plan. Also, if you were hired before January 1, 2006 and had not yet become eligible to participate in the Plan, or if you were hired after December 31, 2005, you are not be eligible to participate in the Plan and you will not accrue any retirement benefits under this Plan.

B. Termination and Resumption of Participation

If you terminate employment with your Employer after becoming a participant in the Plan, and if you are reemployed by an Employer after December 31, 2005, you will not be eligible to re-enter the Plan as a participant for purposes of accruing any additional retirement benefits. Instead, you will accrue future retirement benefits under the Retirement Accumulation Account feature of the M&T Bank Corporation Retirement Savings Plan.


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II. BENEFITS PROVIDED BY THE PLAN

This Section of the SPD describes the general benefit provisions of the Plan. Special rules may apply if you were a participant in the Highland Plan, East New York Plan, Onbanc Plan, FNBR Plan, Franklin Plan, Keystone Plan or Allfirst Plan before that plan, or a plan that merged into that plan, merged into this Plan. Those special rules are described in Appendix B at the end of this SPD.

A. Normal Retirement Benefit

The monthly benefit to which you are entitled at your normal retirement date is the sum of your monthly Pre-2006 Accrued Benefit and your monthly Future Service Benefit. Each of these two components of your monthly benefit is described in greater detail below.

You may retire on your normal retirement date and become entitled to a normal retirement benefit. Your normal retirement date is the first day of the month coincident with or immediately following the later of your 65th birthday or your fifth anniversary of participation in the Plan.

1. Pre-2006 Accrued Benefit

Your monthly Pre-2006 Accrued Benefit is determined by a formula that uses three values: Average Annual Compensation Social Security Covered Compensation Level Benefit Accrual Years

These values and the benefit formula are described below:

Step 1: Multiply your “Average Annual Compensation” determined as of December 31, 2005, not in excess of your “Social Security Covered Compensation Level,” determined as of December 31, 2005, by 1.2%.

Step 2: Multiply your “Average Annual Compensation,” determined as of December 31, 2005, in excess of your “Social Security Covered Compensation Level,” determined as of December 31, 2005, by 1.7%, and add this amount to the amount determined in step 1 above.

Step 3: Multiply the amount determined in step 2 above by your “Benefit Accrual Years” (up to a maximum of 30) credited before January 1, 2006. This produces your annual benefit payable at your normal retirement date under a single life annuity payment option.

Step 4: Divide the amount determined in step 3 above by 12. This produces your monthly benefit payable at your normal retirement date under a single life annuity payment option.

“Accrued” benefits are benefits you have earned as of a particular date; however, they may not be fully

vested.


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What are your “Average Annual Compensation,” “Social Security Covered Compensation Level” and “Benefit Accrual Years”?

Average Annual Compensation. Your “Average Annual Compensation” is your highest average annual base compensation for any five consecutive calendar years during your last ten completed calendar years of service immediately preceding 2006. If you have not been employed by the Employers for at least five consecutive calendar years before 2006, your Average Annual Compensation will be based on your average annual base compensation for the highest number of consecutive, completed calendar years of service immediately preceding 2006.

For this purpose, your Average Annual Compensation is your Social Security (FICA) wages for the relevant calendar year without regard to the Social Security wage limit, excluding overtime, bonuses and other forms of additional compensation. Generally, your annual base compensation is made up of the following:

Pay for hours worked; plus

Pay for hours not worked due to vacation, holidays, sickness, etc.; plus

Pre-tax contributions you make to the M&T Bank Corporation Retirement Savings Plan and Trust, and benefit credits credited to your account under the M&T Bank Corporation Flexible Benefits Plan; less

Your pre-tax contributions to the M&T Bank Corporation Flexible Benefits Plan.

However, if you are paid primarily on commission, (i.e., your annual commissions are expected to exceed 50% of your total annual pay from your Employer), annual base compensation means your annual base or draw plus 75% of the commissions in excess of your annual base or draw paid to you during the year.

Finally, pursuant to federal tax law, your annual base compensation excludes your compensation in excess of the following amounts:

Years Compensation Limits

Years before 1994 $235,840

1994 – 2003 $200,000

2004 $205,000

2005 $210,000

2006 $220,000

Social Security Covered Compensation Level. Your “Social Security Covered Compensation Level” is the average of the Social Security (FICA) taxable wage bases for the 35-year period ending with the year in which you reach Social Security retirement age. This amount in any year is obtained from an IRS table published annually that shows covered compensation levels based on an individual’s date of birth. The Social Security taxable wage base in any calendar year is the maximum annual earnings that are taxable for purposes of Social Security. If you retire or terminate employment prior to your Social Security retirement age, the Social Security taxable wage base will be projected up to your Social Security retirement age based on the wage base in effect for the year in which you retire or terminate employment. Your Social Security retirement age is the age at which you may retire with no reduction in your Social Security benefit. You can determine your Social Security retirement age from the following table:


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Year of Your Birth Social Security Retirement Age

Prior to 1938 65

1938 through 1942 65 plus 2 months for each year your date of birth is after 1937

1943 through 1954 66

1955 through 1959 66 plus 2 months for each year your date of birth is after 1954

1960 and later 67

Benefit Accrual Years. Your “Benefit Accrual Years” are your years of service with the Employers for which you earn credit that are used to calculate the amount of your annual retirement benefit. Generally, you will earn Benefit Accrual Years as follows:

One Benefit Accrual Year for each year of service (computed to the nearest 12th) from your date of hire through December 31, 1975. (This applies only to full time employees who were Participants in the Plan on December 31, 1975, and were less than age 55 on the first January 1st following their date of hire.);

One Benefit Accrual Year for each Plan Year beginning on or after January 1, 1976, during which you are a participant in the Plan and complete at least 1,000 hours of service; and

Unless you are described in the first bullet above, you will not earn Benefit Accrual Years for any period prior to the date you become a participant in the Plan, and in no event will you earn more than one Benefit Accrual Year for any Plan Year.

With respect to your Pre-2006 Accrued Benefit, the maximum number of Benefit Accrual Years you may accumulate is 30. With respect to your Pre-2006 Accrued Benefit, you also cannot count any Benefit Accrual Years that you lost under the break in service rules described in Section II.F.3. of this SPD.

Please note that benefit service may be determined differently under a plan that merged into this Plan or a plan that merged into a plan that merged into this Plan. Those special rules are described in Appendix B at the end of this SPD.

See the following examples.


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Example 1: Average Annual Compensation is Less Than the Social Security Covered Compensation Level

Assume that you retire on your normal retirement date, having completed 15 pre-2006 Benefit Accrual Years. Assume further that your Average Annual Compensation, as of December 31, 2005, is $25,000, and your Social Security Covered Compensation Level, as of December 31, 2005, is $48,000. Your monthly Pre-2006 Accrued Benefit would be calculated as follows:

(a) Average Annual Compensation up to Social Security Covered Compensation Level times factor Plus (b) Average Annual Compensation in Excess of Social Security Covered Compensation Level times factor Sum of (a) and (b) Multiplied by Benefit Accrual Years Equals Annual Pre-2006 Accrued Benefit Divided by 12 Equals Monthly Pre-2006 Accrued Benefit (payable as a single life annuity at normal retirement)

$25,000 x .012

$0 x .017

$300

$300 x 15

$4,500

÷ 12

$375

Example 2: Average Annual Compensation is in Excess of the Social Security Covered Compensation Level

Assume that you retire on your normal retirement date, having completed 15 pre-2006 Benefit Accrual Years. Assume further that your Average Annual Compensation, as of December 31, 2005, is $50,000, and your Social Security Covered Compensation Level, as of December 31, 2005, is $48,000. Your monthly Pre-2006 Accrued Benefit would be calculated as follows:

(a) Average Annual Compensation up to Social Security Covered Compensation Level times factor Plus (b) Average Annual Compensation in Excess of Social Security Covered Compensation Level times factor Sum of (a) and (b) Multiplied by Benefit Accrual Years Equals Annual Pre-2006 Accrued Benefit Divided by 12 Equals Monthly Pre-2006 Accrued Benefit (payable as a single life annuity at normal retirement)

$48,000 x .012

$2,000 x .017

$576

$34

$610 x 15

$9,150

÷ 12

$762.50


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2. Future Service Benefit (Earned After 2005)

Not all employees of the Employer are eligible to accrue a Future Service Benefit (i.e., additional accrued benefits after 2005). Employees who were not eligible to participate in the Plan on December 31, 2005 are not eligible to participate in the Plan or accrue a Future Service Benefit. Employees who participated in the Plan prior to January 1, 2006 were given an opportunity to choose between accruing Future Service Benefits under this Plan or receiving Retirement Accumulation Account Contributions under the M&T Bank Corporation Retirement Savings Plan (“RAA Contributions”). Those Employees who elected (or are deemed to have elected) to remain in the Plan are eligible to accrue a Future Service Benefit while Employees who elected to receive RAA Contributions are not be eligible to accrue a Future Service Benefit.

If you are eligible to accrue a Future Service Benefit by virtue of having made an election to continue accruing benefits under this Plan, your monthly Future Service Benefit is determined as follows:

Step 1:

For each Plan Year after 2006, determine whether you are credited with a “Benefit Accrual Year” for that Plan Year.

Step 2: If you have been credited with a “Benefit Accrual Year” for a Plan Year, multiply your “Compensation” for the Plan Year by 1%.

Step 3: If you have been credited with a “Benefit Accrual Year” for a Plan Year, multiply the amount of your “Compensation” for the Plan Year that is in excess of 50% of the “Social Security Wage Base” by 0.35%, and add this amount to the amount determined in step 2 above. This produces the annual Future Service Benefit earned for that Plan Year, payable at your normal retirement date under a single life annuity payment option.

Step 4: Calculate the sum of the amounts determined in step 3 for all Plan Years beginning after 2005. Your total annual Future Service Benefit is the sum of all the annual Future Service Benefits you earn for each Plan Year after 2005.

Step 5: Divide the amount determined in step 4 above by 12. This produces your total monthly Future Service Benefit payable at your normal retirement date under a single life annuity payment option.

What is a “Benefit Accrual Year,” what is your “Compensation” and what is the “Social Security Wage Base”?

Benefit Accrual Year. With respect to each Plan Year after 2005, you will be credited with a “Benefit Accrual Year” for each Plan Year during which you are an active participant in the Plan and complete at least 1,000 hours of service, except that (a) in the year you retire under the Plan’s normal or early retirement provisions, you are assumed to have worked at least 1,000 hours and therefore you will receive a Benefit Accrual Year for that year, and (b) you will not be limited to a maximum of 30 Benefit Accrual Years for purposes of determining your Future Service Benefit.

Compensation. Your “Compensation” generally is the compensation reported by your Employer on your Form W-2 in the box for wages, tips and other compensation. However, your “Compensation” will include (i.e., not be reduced by) pre-tax salary reduction contributions under


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the M&T Bank Corporation Retirement Savings Plan and the M&T Bank Corporation Flexible Benefits Plan (the “Flexible Benefits Plan”). In other words, while your pre-tax Flexible Benefits Plan and Plan contributions reduce your federal taxable wages resulting in less tax withholding, they will not reduce your Compensation under the Plan. Compensation does not include taxable amounts paid or reimbursed for moving, taxable amounts paid to compensate you for taxes incurred with respect to reimbursed moving expenses, taxable stock option income, taxable income derived from payments under a nonqualified deferred compensation plan, imputed income from group term life insurance benefits, taxable severance payments, taxable income derived from Benefit Credits made available under the Flexible Benefits Plan.

Your Compensation that is used to determine your Future Service Benefit is limited by the Internal Revenue Code. Once your Compensation reaches $220,000 in a Plan Year (the amount for 2006; it may be increased in subsequent years for inflation), your accrual of a Future Service Benefit for that year ceases.

Social Security Wage Base. The “Social Security Wage Base” is the maximum amount of your earnings or wages that are subject to the old age, survivors and disability insurance taxes (OASDI) that is in effect under the Social Security laws at the beginning of the Plan Year. The Social Security Wage Base for 2006 is $94,200 and thereafter may be increased for inflation. The Social Security Wage Base will not be prorated if your employment with an Employer ends on any day of the Plan Year other than the last day of the Plan Year.

Future Service Benefit Example:

Assume you are credited with a Benefit Accrual Year for the 2006 Plan Year, and that your 2006 Compensation is $50,000. Further assume the 2006 Social Security Wage Base is $94,200. The monthly Future Service Benefit you earn for the 2006 Plan Year would be calculated as follows:

Compensation times factor Plus Compensation in Excess of 50% of the Social Security Wage Base [$50,000 – (50% x $94,200)] times factor Equals Annual Future Service Benefit for 2006 Divided by 12 Equals Monthly Future Service Benefit Earned in 2006 (payable as a single life annuity at normal retirement)

$50,000 x .01

$2,900 x .0035

$500.00

$10.15

$510.15

÷ 12

$42.51

This same calculation would be performed for each Plan Year in which you are credited with a Benefit Accrual Year after 2005. Your total monthly Future Service Benefit under the Plan will be the sum of each of the monthly Future Service Benefits in each Plan Year after 2005.

3. Payment of Normal Retirement Benefit

Your normal retirement benefit is payable monthly for your life, and is expressed as a “single life annuity.” If your benefit is paid in a form other than a single life annuity, this amount will be


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actuarially adjusted to make the benefit equal in value to the single life annuity. Section III of this SPD explains the different methods of payment offered under the Plan.

The amount of your annual normal retirement benefit is subject to limits imposed by federal tax law. Generally, the limit for 2005 is $170,000, subject to adjustment for benefits payable in a form other than a single life annuity or that start when you are younger than age 62 or older than age 65. This limit may be adjusted in future years for cost of living increases.

B. Early Retirement

If you meet the eligibility requirements, you may retire prior to your normal retirement date and become entitled to an early retirement benefit. To retire early (i.e., commence benefits before your normal retirement date), you must be at least age 55 and have completed at least 10 years of vesting service, as described in Section II.F of this SPD, at the time your active service with the Employers ends.

Your early retirement benefit becomes payable at your normal retirement date unless you elect to begin receiving benefits prior to your normal retirement date. If you make such an election, your benefit will be reduced by 0.334% per month for each month by which the date your benefit payments begin precedes your normal retirement date.

Example:

Assume that you retire under the early retirement provisions of the Plan on the first day of the month following your 60th birthday (i.e., 60 months before your normal retirement date). Assume further that your annual normal retirement benefit is $15,150. You elect to receive benefits commencing on your early retirement date. Your monthly early retirement benefit would be calculated as follows:

Annual Normal Retirement Benefit $15,150 Less: Early Retirement Factor $15,150 x .00334 x 60 months:

($3,036) Annual Early Retirement Benefit

$12,114

Divided by 12 Monthly Early Retirement Benefit (payable as a single life annuity)

÷ 12

$1,009.50

C. Deferred Retirement

If you continue in the active service of an Employer after your normal retirement date and you continue as an active participant after 2005, you will continue to be credited with Benefit Accrual Years for service after your normal retirement date. When you actually retire, you will begin to receive retirement benefits based on the normal retirement formula described in Section II.A of this SPD. However, your retirement benefits will begin no later than the April 1 of the calendar year following the calendar year in which you reach age 70½ (your “required beginning date”), regardless of whether you are still employed by an Employer on such date, if:


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You reached age 70½, prior to January 1, 1997 (January 1, 1999 in the case of a former participant in the Allfirst Plan);

If you are not a former participant in the Allfirst Plan, you reached age 70½ during 1997 or 1998 (or before October 6, 2002, in the case of a former participant in the Keystone Plan), and you elected for in-service benefits to begin on your required beginning date; or

You own at least 5 percent of the stock of M&T Bank Corporation during the year in which you reach age 70½.

If you are still employed on your required beginning date, you will continue to accrue benefits in accordance with the terms of the Plan, and the Plan will distribute those accrued benefits beginning with your first benefit payment in the calendar year immediately following the calendar year in which you accrue such benefits. If you are described in the second bullet above and elected to defer distribution of benefits under the Plan until your actual retirement, your benefits will be actuarially adjusted to reflect the deferral of your benefits until your actual retirement.

D. Disability Retirement

If you continue as an active participant in the Plan after 2005 and you become permanently and totally disabled (“Disabled”), you may be eligible for disability retirement. To qualify, you must have completed 10 years of vesting service, as described in Section II.F of this SPD, before you become Disabled, and be eligible for and actually receive disability benefits under the federal Social Security Act continuously for the period of time from the date of your disability until attaining normal retirement date. If you qualify, you will continue to accrue benefits under the Plan during the period of your Disability.

Upon reaching your normal retirement date, you will be entitled to an annual pension benefit determined as follows:

a) If you are Disabled and you your reach normal retirement date before January 1, 2006, you will be entitled, upon reaching your normal retirement date, to an annual pension benefit based on the normal retirement formula described in Section II.A.1. of this SPD. For this purpose, you will earn Benefit Accrual Years as if you were actively employed during the period of your Disability, so long as your remain Disabled, and your “Average Annual Compensation” will be determined using an assumed level of annual base compensation during your period of Disability. Specifically, you will be deemed to receive during your period of Disability annual base compensation equal to the greatest of: Your base annual compensation for the 12-month period ending on the day before you become Disabled; Your base annual compensation for the calendar year ending immediately prior to the day you become Disabled; or If you regularly worked a specified number of hours prior to becoming Disabled, your annual rate of compensation based on your regularly scheduled hours on the day before you become Disabled. b) If you are Disabled before January 1, 2006 and you reach your normal retirement date on or after January 1, 2006, you will be entitled, upon reaching your normal retirement date, to an annual pension benefit based on the normal retirement formula described in Section II.A. of this SPD. For this purpose, you will earn Benefit Accrual Years as if you were actively employed during the period of your Disability, so long as you remain Disabled. Furthermore, your “Average Annual Compensation,” for purposes of determining your Pre-2006 Accrued Benefit, will be determined using the assumed level of annual base compensation described in Paragraph 1 above. Finally, your “Compensation,” for purposes of determining your Future Service Benefit during your Disability, will be equal to the


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assumed level of annual base compensation used to determine your Average Annual Compensation.

c) If you are Disabled after December 31, 2005 and you reach your normal retirement date after December 31, 2005, you will be entitled, upon reaching your normal retirement date, to an annual pension benefit based on the normal retirement formula described in Section II.A.2. of this SPD. For this purpose, your Future Service Benefit during your Disability will be calculated by applying the following rules:

(1) With respect to each Plan Year until you reach normal retirement age, you will be credited with a Benefit Accrual Year as if you remained actively employed by your Employer.

(2) During the period of your Disability, you will be deemed to receive annual Compensation equal to the Compensation you received during the 12-month period ending on the December 31 coincident with or immediately preceding the date you became Disabled.

E. Pre-Retirement Death Benefits

No death benefits are payable by the Plan if, on the date of your death, you do not have a spouse or you were married to your spouse for less than one year.

If you have a spouse to whom you were married for at least one year on your date of death, the Plan will pay death benefits to your surviving spouse if you die after becoming vested in your benefit (see Section II.F. of this SPD), and before you begin to receive benefits from the Plan.

This coverage provides a benefit to your surviving spouse whether or not you are actively employed at your death. If you die while eligible for this benefit, a monthly benefit will be payable to your surviving spouse for his or her lifetime. The date on which your surviving spouse will begin receiving benefits depends on the number of years of vesting service you completed at the time of your death.

If you completed at least ten years of vesting service at the time of your death, your surviving spouse will be eligible to receive death benefits beginning with:

The first day of the month following the month in which you die or would have reached age 55, if you die prior to such age; or

The first day of the month following your death, if you were age 55 or older at the time of your death.

If you are vested, but you completed less than ten years of vesting service at the time of your death, your surviving spouse will be eligible to receive death benefits beginning with:

The first day of the month following the month in which you would have reached normal retirement age, if you die prior to such age; or

The first day of the month following your death, if you have reached normal retirement age at the time of your death.

The amount of the monthly death benefit payable to your surviving spouse will be 50% of the reduced benefit you would have received if you had retired immediately prior to your death under the qualified joint and survivor annuity form of benefit (see Section III.A. of this SPD). If you are


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under age 55 at the time of your death, the benefit will be calculated as if you were age 55 at the time of your death.

However, if the present value of the death benefit payable to your surviving spouse is not more than $5,000, your surviving spouse automatically will receive a lump sum distribution of the present value of his or her death benefit as soon as practicable after your death.

F. Vesting of Benefits

1. General Vesting Rules

A vested benefit is one to which you are entitled even though you are no longer employed by an Employer. You become vested in your benefit under the Plan in one of the following two ways:

If you reach your normal retirement date (i.e., the later of age 65 or your fifth anniversary of participation in the Plan) while you still are employed by an Employer, you will be vested in your benefit, regardless of the number of years of vesting service you have completed; or

If you complete at least five years of vesting service, you will be vested in your benefit and, therefore, entitled to a benefit payable at your normal retirement date, regardless of when you terminate employment. If you terminate your employment prior to your normal retirement date with fewer than five years of vesting service, no benefits are payable under the Plan.

To understand vesting, you need to understand what constitutes a year of vesting service. Generally, you will earn years of vesting service as follows:

One year of vesting service for each Plan Year in which you were employed by an Employer (partial years are calculated using months rounded to the next highest tenth) completed from your most recent date of hire through December 31, 1975; and

One year of vesting service for each Plan Year beginning on or after January 1, 1976 during which you complete at least 1,000 hours of service with an Employee. Hours of service are described in Section II.G.2. below.

2. Hours of Service

You receive credit for an “Hour of Service” for each hour for which you were paid, or are entitled to be paid, by the Employer for the performance of duties during a Plan Year (i.e., the calendar year) and you also receive credit for an Hour of Service for each hour for which you are paid, or are entitled to be paid, by the Employer for reasons other than the performance of duties, such as vacation and periods of illness. You receive credit for 501 Hours of Service for each leave of absence such as disability, Family Medical Leave Act or workers compensation leave. In addition, you will receive credit for 501 Hours of Service if you terminate employment and receive severance benefits. Effective January 1, 2003, if you are an Employee for whom the Employer’s records do not accurately reflect your actual Hours of Service, as may be the case for Salaried Employees, you will be credited with 45 Hours of Service for each week during which you are credited with at least one Hour of Service.

3. Break in Service

Breaks in service are important because they may cause you to lose your years of vesting service and, with respect to your Pre-2006 Accrued Benefit, your Benefit Accrual Years (see II.A. of this


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SPD) earned before the breaks. You will lose credit for your pre-break years of vesting service and Benefit Accrual Years if:

You are not vested in your benefit; and

You have five or more consecutive one-year breaks in service.

If you have fewer than 501 hours of service for an Employer in a calendar year, you will incur an one-year “break in service” for that year. For purposes of determining whether you have incurred a one-year break in service, special rules apply when you are absent from work for the following reasons:

You are pregnant;

You (or your spouse) give(s) birth to a child;

You adopt a child; or

You need to care for your child for a period of time immediately following birth or adoption.

If you have not otherwise received credit for 501 hours of service in the Plan Year in which your maternity or paternity absence begins, you will be credited with up to 501 hours of service in such Plan Year in order to prevent a break in service. If you already have 501 hours of service in the Plan Year in which your maternity or paternity absence begins (disregarding the application of this special rule), you will be credited with up to 501 hours of service in the following Plan Year to prevent a break in service for that year.

4. Special Vesting Rules

Special vesting rules apply if you were a participant in the Highland Plan, East New York Plan, Onbanc Plan, FNBR Plan, Keystone Plan or Allfirst Plan before such plan merged into this Plan. Those special rules are described in Appendix B at the end of this SPD.

If you were a participant in the Boeing Company Retirement Plan on September 30, 1986, your total years of vesting service with Boeing Company under the terms of the Boeing Company Retirement Plan, as in effect on that date, will be counted as years of vesting service under this Plan.

If your former employer was acquired by, or merged into, M&T Bank or one of its affiliates and you are an employee described in the following chart, hours of service you completed for your former employer listed in the chart below will be credited under this Plan for vesting (and eligibility) purposes, but not benefit accrual purposes:

Former Employer Last Date Employed By Former Employer

Date Employed By M&T Bank or Affiliate

Chemical Bank October 14, 1988 October 17, 1988 Endicott Trust Company June 30, 1992 July 1, 1992

Central Trust Company June 30, 1992 July 1, 1992

Citizens Savings Bank, FSB On or before November 30, 1994 On or after December 1, 1994

Chemical Bank December 8, 1994 December 9, 1994

Statewide Funding Corp. On or before March 25, 1995 On or after March 26, 1995


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Former Employer Last Date Employed By Former Employer

Date Employed By M&T Bank or Affiliate

Chase Manhattan Bank, NA July 21, 1995 July 22, 1995

Exchange Mortgage Corp. October 1, 1995 October 2, 1995

Integra Bank On or before December 31, 1995 On or before January 1, 1996

GreenPoint Bank January 26, 1997 January 27, 1997

Chase Manhattan Bank May 24, 1999 May 25, 1999

Matthews, Bartlett and Dedecker, Inc.

February 29, 2000 March 1, 2000

Keystone Financial Inc. October 5, 2000 October 6, 2000

Premier Bancorp or any of its subsidiaries

February 8, 2001 February 9, 2001

Allfirst Financial Inc. March 31, 2003 April 1, 2003

You may lose some years of vesting service if you have breaks in service (see Section II.F.3. of this SPD).

Upon reaching normal retirement age, a vested terminated participant is entitled to the accrued annual pension benefit determined under the formula described in Section II.A.1. of this SPD.

A vested participant with at least ten years of vesting service who terminates employment may elect to begin to receive reduced benefits at any time after reaching age 55. The amount of the reduction is equal to the reduction for early retirement benefits, described in Section II.B. of this SPD.

III. PAYMENT OF BENEFITS

Any accrued pension benefit payable under the Plan is paid directly by the Trustee in monthly payments beginning with your normal, early or deferred retirement date, as applicable. All payments of benefits are made as of the first day of each month. Except as described below, you must file a claim for benefits (i.e., an application for benefits) with the plan administrator to begin receiving any Plan benefits.

However, if the present value of your normal retirement benefit is not more than $5,000, you automatically will receive a lump sum distribution of the present value of your normal retirement benefit, and you will not be eligible to elect the normal or an optional form of benefit described below. Generally, the present value of your normal retirement benefit, as of any date of reference, represents the amount of money you would have to deposit, as of such date, in a savings or other investment account, earning the rate of interest specified in the Plan for calculating a lump sum payment, that would accumulate enough earnings to pay you a single life annuity beginning on your normal retirement date.

Effective March 28, 2005, if the present value of your normal retirement benefit is greater than $1,000, but not greater than $5,000, and if you receive a lump sum distribution of the present value of your normal retirement benefit as described in the immediately preceding paragraph


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before you reach normal retirement age (i.e., the later of age 65 or your fifth anniversary of participation in the Plan), that lump sum distribution will be paid by automatic rollover into a Plan-designated individual retirement account (“IRA”) established in your name, unless you elect, in writing, either (A) to have the amount paid (subject to applicable tax withholding) directly to you in the form of a cash lump sum payment, or (B) to have the amount paid in the form of a direct rollover into another eligible retirement plan of your own choosing. This is known as the Plan’s automatic rollover rule.

If the distribution is made in the form of an automatic rollover to a Plan-designed IRA, then:

a) Any fees or expense incurred in the establishment of the IRA will be deducted from the distribution, and any future maintenance fees will be deducted from the IRA.

b) The IRA that receives the automatic rollover contribution will be invested in an investment product designed to preserve principal, and provide a reasonable rate of return and liquidity.

The automatic rollover rules do not apply if the present value of your normal retirement benefit is $1,000 or less, of or if you leave the employer after you reach normal retirement age (i.e., the later of age 65 or your fifth anniversary of participation in the Plan), in which case you will automatically receive a lump sum cash distribution of the present value of your normal retirement benefit.

If you have any questions concerning the new automatic rollover rules, or the provider for the Plan-designated IRA that will receive automatic rollovers, or the fees and expenses attendant to the Plan-designated IRA, please contact the Employee Benefits Department.

A Normal Form of Benefit

When your payment commences, the plan requires that your benefit be paid under a prescribed payment option unless you elect a different payment option as described below in Section III.B. “Optional Forms of Benefits”. The prescribed payment form is known as the “normal form of benefit” and is dependent on your marital status at the time you commence your benefit.

Unmarried Participants: If you are not married as of the date your benefit starts, you will receive your monthly benefit in the form of a single life annuity. Under this form, you will receive a benefit payable monthly during your lifetime, and the last payment of the monthly benefit will be for the month in which you die.

Married Participants: If you are married as of the date your benefit starts, you will receive a monthly benefit in the form of a “qualified joint and survivor annuity.” A qualified joint and survivor annuity benefit (also known as a 50% Joint and Survivor benefit) is equal in value to the life annuity explained above. Under this form of benefit, you will receive a reduced monthly benefit for life, and when you die, a monthly benefit equal to 50% of your monthly benefit becomes payable to your surviving spouse. You may elect to increase the percentage, up to 100%, of your benefit that becomes payable to your surviving spouse upon your death. The last payment of benefits under the qualified joint and survivor annuity will be for the month in which you die or your surviving spouse dies, whichever is later.

Prior to the date that your retirement benefits are scheduled to start, the Employee Benefits Department will send you materials describing all of the different benefit options available under the Plan, including the amount of the monthly benefit under each option, and benefit election forms.


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You may reject the qualified joint and survivor annuity and elect a life annuity or an optional form of benefit described in Section III.B. of this SPD, but you will need the written consent of your spouse. Your spouse’s consent must acknowledge the effect of the election and must be witnessed by a notary public or a representative of the Employee Benefits Department. If you elect a benefit other than the qualified joint and survivor annuity, you may not change your election without the consent of your spouse unless your spouse consents to changes in the election when your spouse consents to the rejection of the qualified joint and survivor annuity. In addition, you may not change your election after your benefits commence.

B. Optional Forms of Benefits

In lieu of the normal form of payment, you may elect one of the following options. The amount payable under any of these options is adjusted to make it equal in value actuarially to the benefit otherwise payable as a life annuity. Remember, if you are married on the date as of which your benefits start, you will need your spouse’s written consent to choose a method of payment other than the qualified joint and survivor annuity.

Period Certain: You may elect to receive a reduced benefit payable monthly during your lifetime, with the additional provision that if you die within a specified period, payments will continue to your designated beneficiary on a monthly basis for the balance of the specified period. The periods available under the Plan are 60, 120 or 180 months. If you live longer than the period selected, you will continue to receive the benefit for the remainder of your life. If you and your designated beneficiary die after your retirement but before the guaranteed number of monthly payments has been made, the balance of the payments will be made to your estate. The designation of the beneficiary under this option may be changed at any time, but only with the consent of your spouse.

Joint and Survivor Annuity: You may elect to receive a reduced retirement benefit payable monthly during your lifetime, with payments continuing after your death in full or in a specified percentage (but not more than 100%) to a beneficiary designated by you (who may be someone other than your spouse). If your designated beneficiary dies prior to the commencement of benefits payable to you, the election of this option is null and void. You may not change your beneficiary designation after your benefits have commenced, even if your designated beneficiary dies after that date.

If you participated in one of the pension plans that were merged into this Plan, you may have additional payment options available to you. Those additional options are described in Appendix B at the end of this SPD.

C. Assignment of Benefits

The exclusive purpose of the Plan is to provide benefits for you and your survivors. Assets held by the Plan may not be used for any other purpose while the Plan continues. Therefore, your benefits may not be assigned, transferred or attached, nor may they be used as collateral for a loan. This prohibition applies to both the Employers and you.

The Plan must, however, obey a so-called “qualified domestic relations order” (such as a divorce decree), issued by a court of law, that requires a percentage of your benefit to be paid to your spouse, former spouse, child or dependent. In order to be “qualified,” the court order has to meet certain standards. You should understand that the Plan has no choice in these matters and must obey the order of the court. The Employee Benefits Department will make every effort to notify you as soon as it becomes aware of any attempt to subject your benefit to a qualified domestic relations order. If you would like a copy of the Plan’s qualified domestic relations order procedures or more detailed information on this subject, please contact the Employee Benefits Department.


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IV. LOSS OF BENEFITS

Benefits under the Plan can be lost under the following conditions:

A. Termination of Plan

If the Plan is terminated without enough assets to fund the benefits that are not guaranteed by the Pension Benefit Guaranty Corporation (“PBGC”), full benefits may not be paid. For information on PBGC guaranteed benefits, see Section X of this SPD.

B. Termination of Employment

If you terminate employment with the Employers for any reason before becoming vested, no benefits will be payable under the Plan (see Section II of this SPD). If you terminate employment and are later rehired, you may be able to have your prior service restored (see Section II.F.3. of this SPD).

C. Death

If you die prior to becoming vested in a Plan benefit, or without a surviving spouse, all benefits under the Plan will be lost.

V. TAXABILITY OF BENEFITS

Federal tax law currently provides that certain distributions from retirement plans are subject to 20% mandatory withholding unless the distribution is paid directly to another retirement plan on the employee’s behalf. You may elect to have certain distributions from the Plan that would otherwise be subject to this 20% mandatory withholding paid directly into an employer-sponsored or individual retirement plan free of any withholding. Generally, a lump sum distribution from the Plan is subject to the 20% mandatory withholding and eligible for a direct transfer. If the distribution is payable to your spouse or former spouse, he may elect to have the distribution transferred directly to a retirement plan. Other rules apply in addition to those stated here, and you should consult your tax advisor regarding the best way to treat distributions from the Plan.

VI. CLAIMS PROCEDURE

Each claim for benefits under the Plan must be filed in writing with the Committee on a form prescribed by the Committee. You may request, by letter or in person, a claims form from any member of the Employee Benefits Department.

If you think you should be a participant in any Plan Year and the Employee Benefits Department does not consider you a participant, you may make a claim under this procedure.

If your request for benefits (your “claim for benefits”) under the Plan is wholly or partially denied, the Committee will furnish you with a written notice, within a reasonable period of time (no later than 90 days) after the Plan receives your claim for benefits. The notice will set forth:

Specific reasons for the denial;

Specific references to the pertinent Plan provisions on which the denial is based;

Any additional materials or information necessary for your claim for benefits to be valid and an explanation of why such additional material or information is necessary; and


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A description of the Plan’s review procedures and the time limits applicable to those procedures, including a statement of your right to bring a civil action under ERISA Section 502(a) following an adverse decision on review by the Committee.

If the Committee determines that special circumstances require an extension of time beyond the initial 90-day period, the Committee will provide to you, within the initial 90-day period, a written notice of such extension stating the special circumstances requiring the extension and the date by which the Committee expects to make its determination (which date will not be later than 90 days from the end of the initial 90-day period).

Within 60 days after receipt of the notice of denial of your claim for benefits, you may request, upon written application to the Committee, a review by the Committee of its decision denying your claim. The Committee will provide you the opportunity to submit written comments, documents, records and other information relating to your claim for benefits, and will provide you, upon request and free of charge, reasonable access to and copies of pertinent documents. The Committee will make its decision on review by taking into account all comments, documents, records and other information submitted by you, regardless of whether such comments, documents, records and other information were considered by the Committee when it initially denied your claim for benefits.

The Committee will issue its decision on review of your denied claim for benefits within a reasonable period of time, but not later than 60 days after the Plan receives your request for a review. If the Committee determines that special circumstances require an extension of time for processing your review request beyond the initial 60-day period, the Committee will provide to you, within the initial 60-day period, a written notice of such extension stating the special circumstances requiring the extension and the date by which the Committee expects to make its decision on review (which date will not be later than 60 days from the end of the initial 60-day period). However, if the Committee grants an extension due to your failure to submit information necessary to decide your claim, the period for making the decision on review will be tolled from the date on which the Committee sends the notice of extension to you until the date on which you respond to the request for additional information.

The Committee will notify you of its decision on review in writing, and if the decision is adverse, the notice will set forth:

Specific reasons for the decision;

Specific references to the pertinent Plan provisions on which the decision on review is based;

A statement that you are entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents and other information relevant to your claim for benefits; and

A statement of your right to bring a civil action under ERISA Section 502(a).

Your authorized representative may represent you at any time during the claims process.

VII. PLAN AMENDMENTS

M&T Bank reserves the right to amend the Plan in whole or in part at any time. In addition, the Plan has been drafted to comply with federal law as it is now in effect. These rules and regulations may be changed by the Internal Revenue Service or the U.S. Department of Labor, and the Plan provisions may be amended at a later date to comply with any changes. Except as


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required by federal law, no amendment will decrease your accrued benefit or vesting service under the Plan.

You will be informed of material amendments to the Plan. The amended provisions of the Plan will take effect in the place of provisions described to you in this SPD.

VIII. TOP HEAVY REQUIREMENTS

Federal law requires that certain minimum Plan provisions, which apply to vesting, benefit accrual and maximum compensation considered for benefit purposes, must automatically go into effect if the Plan is determined to be a “top heavy” Plan. The Plan is “top heavy” if 60% or more of the benefit values under the Plan are held for the benefit of “key employees” as defined by law.

The Plan is not currently top heavy, and is not likely to become top heavy in the future.

IX. PLAN TERMINATION

M&T Bank reserves the right to terminate the Plan in whole or in part at any time. However, M&T Bank has established the Plan for the sole benefit of its participating employees and the employees of affiliated corporations and hopes and expects to continue the Plan.

In the event of a termination of the Plan, the rights of all employees to benefits earned as of the date of termination shall be non-forfeitable to the extent the benefits are funded. The assets then remaining in the Trust, after providing for expenses of administration, will be allocated, among Participants and beneficiaries as follows:

First, to the monthly benefits to Participants and beneficiaries that were in pay status, or would have been in pay status had the Participants retired, three years prior to the termination of the Plan (determined under the terms of the Plan during the five-year period ending on the date of termination that would provide the lowest benefit);

Second, to all benefits under the Plan to the extent the benefits are insured by the Pension Benefits Guaranty Corporation (See Section X of this SPD); and

Third, to all other benefits under the Plan, subject to regulations and approval of the Pension Benefit Guaranty Corporation.

X. PENSION BENEFIT GUARANTY CORPORATION

Your pension benefits under this Plan are insured by the Pension Benefit Guaranty Corporation (PBGC), a federal insurance agency. If the Plan terminates (ends) without enough money to pay all benefits, the PBGC will step in to pay pension benefits. Most people receive all of the pension benefits they would have received under their plan, but some people may lose certain benefits.

The PBGC guarantee generally covers: (1) normal and early retirement benefits; (2) disability benefits if you become disabled before the Plan terminates; and (3) certain benefits for your survivors.

The PBGC guarantee generally does not cover: (1) benefits greater than the maximum guaranteed amount set by law for the year in which the Plan terminates; (2) some or all of benefit increases and new benefits based on Plan provisions that have been in place for fewer than five years at the time the Plan terminates; (3) benefits that are not vested because you have not worked long enough for the Employers; (4) benefits for which you have not met all of the requirements at the time the Plan terminates; (5) certain early retirement payments (such as supplemental benefits that stop when you become eligible for Social Security) that result in an


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early retirement benefit greater than your monthly benefit at the Plan’s normal retirement age; and (6) non-pension benefits, such as health insurance, life insurance, certain death benefits, vacation pay, and severance pay.

Even if certain of your benefits are not guaranteed, you still may receive some of those benefits from the PBGC depending on how much money your Plan has and how much the PBGC collects from the employers.

For more information about the PBGC and the benefits it guarantees, ask the Committee or contact the PBGC’s Technical Assistance Division, 1200 K Street N.W., Suite 930, Washington, D.C. 20005-4026 or call (202) 326-4000 (not a toll-free number). TTY/TDD users may call the federal relay service toll-free at (800)-877-8339 and ask to be connected to (202) 326-4000. Additional information about the PBGC’s pension insurance program is available through PBGC’s website on the Internet at http://www.pbgc.gov.

XI. RIGHTS AND OBLIGATIONS UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974

As a participant in the Plan, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all Plan participants shall be entitled to:

Receive Information About Your Plan and Benefits

Examine without charge, at the Committee’s office, and at other specified locations such as worksites, all documents governing the Plan, including insurance contracts and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefit Security Administration. However, you may not inspect materials containing confidential information about other Participants;

Obtain, upon written request to the Committee, copies of documents governing operation of the Plan, including insurance contracts, and copies of the latest annual report (Form 5500 Series) and updated summary plan description. The Committee may make a reasonable charge for the copies;

Receive a summary of the Plan’s annual financial report. The Committee is required by law to furnish each participant with a copy of this summary annual report; and

Obtain a statement telling you whether you have a right to receive a benefit at normal retirement age and, if so, what your benefits would be at normal retirement age if you stop working under the Plan now. If you do not have a right to a benefit, the statement will tell you how many more years you have to work to get a right to a benefit. This statement must be requested in writing and is not required to be given more than once every 12 months. The Plan must provide the statement free of charge.

Prudent Action by Plan Fiduciaries

In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate your Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan Participants and beneficiaries. No one, including your Employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a pension benefit or exercising your rights under ERISA.

http://www.pbgc.gov


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Enforce Your Rights

If your claim for a pension benefit is denied in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of the Plan documents or of the latest annual report from the Plan and do not receive them within 30 days, you may file a suit in federal court. In such a case, the court may require the Committee to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Committee. If you have a claim for benefits, which is denied or ignored, in whole or in part, you may file suit in a state or federal court. In addition, if you disagree with the Plan’s decision or lack thereof concerning the qualified status of a domestic relations order, you may file suit in federal court. If it should happen that Plan fiduciaries misuse the Plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

Assistance with Your Questions

If you have questions about your Plan, you should contact the Committee. If you should have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Committee, you should contact the nearest office of the Employee Benefit Security Administration, U.S. Department of Labor listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefit Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefit Security Administration.

XII. YOUR SOCIAL SECURITY BENEFITS

Retirement benefits from Social Security supplement your Plan income. It is important, therefore, to know some key facts about Social Security. You can get more information, and apply for benefits when the time comes, at your local Social Security office.

If you are covered, full Social Security benefits begin when you reach your Social Security retirement age as shown in the chart in Section II.A.1. of this SPD. Reduced benefits can begin anytime before your Social Security retirement age. Your spouse will also receive a benefit anytime after Social Security retirement age, based on your earnings, unless a higher benefit is payable based on his or her own earnings.

To cover the cost of Social Security, each year you and your Employer pay taxes on your earnings up to the Social Security taxable wage limit. The amount of your benefit depends, in general, on the amount of your earnings subject to Social Security taxes.

In addition to retirement benefits, Social Security provides disability benefits, survivor benefits and hospital, surgical and other medical benefits under Medicare.

REMEMBER -- Social Security benefits are not paid automatically - you must apply for them. If you are retired, you should also apply for Medicare coverage shortly before you reach age 65. You can contact your local Social Security office for details.


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PLAN FACTS Plan Name: M&T Bank Corporation Pension Plan

Plan Number: 002

Plan Year: January 1 through December 31

Plan Sponsor:1 Manufacturers and Traders Trust Company

One M&T Plaza Buffalo, N.Y. 14240 (716) 842-4200

Plan Sponsor Identification Number:

16-0538020

Type of Administration: Trust

Plan Administrator, Named Fiduciary and Agent for Legal Process:

Employee Benefit Plans Committee of Manufacturers and Traders Trust Company One M&T Plaza Buffalo, New York 14240 (716) 842-4200 Service of legal process may also be made upon the Trustee.

Trustee: Manufacturers and Traders Trust Company One M&T Plaza Buffalo, New York 14240 (716) 842-4200

1 You may examine a list of all the employers participating in the Plan at the Committee’s office or

obtain the list upon written request to the Committee.


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APPENDIX A

MERGED PLANS

Prior Plan Date of Plan Merger

The First National Bank of Highland Pension Trust Plan (the “Highland Plan”)

January 1, 1988

Retirement Plan of the East New York Savings Bank in Retirement System for Savings Institutions (the “East New York Plan”)

January 1, 1989

Retirement Plan of ONBANCorp, Inc. (the “Onbanc Plan”). Note: the Franklin First Federal Savings Bank Retirement Plan (“the Franklin Plan”) merged into the Onbanc Plan on January 1, 1994.

April 1, 1998

Prototype Plan for the New York State Bankers Retirement System as Adopted by the First National Bank of Rochester (the “FNBR Plan”)

June 1, 1999

Keystone Financial Pension Plan (the “Keystone Plan”)

October 6, 2000

Pension Plan and Trust of Allfirst Financial, Inc. (the “Allfirst Plan”)

April, 1, 2003


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APPENDIX B

SPECIAL RULES FOR MERGED PLANS

(A) SPECIAL RULES FOR FORMER HIGHLAND PLAN PARTICIPANTS

This Appendix B Section (A) applies to any Plan participant who had an accrued benefit under the Highland Plan as of December 31, 1986, and who became an employee of an Employer on or after January 1, 1987.

(i) Normal Retirement Benefit

You will earn Benefit Accrual Years as described in Section II.A.1 and 2. of this SPD for Plan Years beginning on and after January 1, 1984. For Plan Years beginning before such date, you will earn Benefit Accrual Years as follows:

One Benefit Accrual Year for each “year of service” you completed from your date of hire through June 30, 1983 (computed to the nearest 12th) under the Highland Plan; and

One-half a Benefit Accrual Year for the six-month period beginning on July 1, 1983 and ending on December 31, 1983, if you completed at least 500 hours of service during such period.

The maximum number of Benefit Accrual Years you can earn under the Highland Plan and this Plan is 30.

(ii) Vesting of Benefits

You will earn years of vesting service under the Plan for Plan Years beginning after December 31, 1987 as described in Section II.F. of this SPD. For Plan Years beginning before January 1, 1988, you will earn one year of vesting service under the Plan for each “year of service” you earned for vesting purposes under the Highland Plan through December 31, 1987 under the terms of the Highland Plan as in effect on such date.

(B) SPECIAL RULES FOR FORMER EAST NEW YORK PLAN PARTICIPANTS

This Appendix B Section (B) applies to any Plan participant who had an accrued benefit under the East New York Plan as of December 31, 1988, and who became an employee of an Employer on January 1, 1989.


You will be eligible for an annual retirement benefit under this Plan equal to the greater of the benefit calculated under the normal formula described in Section II.A. of this SPD or the benefit calculated under an alternate formula for certain former East New York Plan participants if you completed at least 21 years of vesting service on or before January 1, 1989 and complete at least 40 years of vesting service as of the date you terminate employment with the Employers. If you satisfy this service requirement, contact the Employee Benefits Department to determine the amount of your annual retirement benefit under the alternate formula.


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You will earn Benefit Accrual Years as described in Section II.A. of this SPD for Plan Years beginning on and after January 1, 1989. You will earn one Benefit Accrual Year for each year of “Credited Service” you completed prior to that date under the terms of the East New York Plan as in effect on December 31, 1988. The maximum number of Benefit Accrual Years you can earn under the East New York Plan and this Plan is 30.

If the service you earned for benefit accrual purposes under the East New York Plan included service with a predecessor employer that participated in the Retirement System for Savings Institutions, such service will be counted in determining your benefit under this Plan. Your benefit under this Plan, however, will be reduced by any employer-funded benefit payable under the predecessor employer’s plan. However, your benefit under this Plan will never be less than the benefit to which you would be entitled under this Plan had your service with such predecessor employer not been counted in determining your benefit.

(ii) Early Retirement

You may retire prior to your normal retirement date if, on the date of your termination of employment, you are credited with at least five consecutive Benefit Accrual Years, and you have either reached age 60 or completed at least 30 years of vesting service.

However, if you retire early under these age and service criteria and you are not at least age 55 with ten years of vesting service, your early retirement benefit will be calculated under the terms of the East New York Plan as in effect on December 31, 1988 with no recognition for service or compensation after that date and will be reduced by 0.334% per month for each month by which the date your benefit payments begin precedes your normal retirement date.

If you retire early and elect early commencement of benefits, your early retirement benefit will not be reduced if your benefit is calculated under the alternate formula described in Appendix B Section (B)(i). of this SPD, and you have completed at least 40 years of vesting service on the date of your retirement.

(iii) Vesting of Benefits

You will earn years of vesting service under the Plan for Plan Years beginning after December 31, 1988, as described in Section II.F. of this SPD. For Plan Years beginning prior to January 1, 1989, you will earn one year of vesting service under the Plan for each year of “Vested Service” you earned, through the date in 1989 that is the day preceding your anniversary of employment by the East New York Savings Bank, under the terms of the East New York Plan as in effect on December 31, 1988.

(iv) Optional Forms of Benefit

In addition to the optional forms of benefit described in Section III.B. of this SPD, you may elect a period certain with any period of guaranteed payments. However, if you elect a period other than 60, 120 or 180 months, your annual retirement benefit will be limited to your accrued benefit under the East New York Plan as of December 31, 1988, with no recognition of service or compensation after that date.


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(C) SPECIAL RULES FOR FORMER ONBANC PLAN PARTICIPANTS

This Appendix B Section (C) applies to any Plan participant who had an accrued benefit under the Onbanc Plan as of March 31, 1998, and who became an employee of an Employer on or after April 1, 1998.

(i) Normal Retirement

Your normal retirement benefit will equal the sum of:

The benefit you accrued under the terms of the Onbanc Plan as of March 31, 1998, with no recognition of service or compensation after such date (your “Onbanc Plan Benefit”); and

The benefit you accrue under the retirement formula described in Section II.A. of this SPD for periods of service with an Employer after March 31, 1998 (your “M&T Plan Benefit”).

In calculating your M&T Plan Benefit, your Average Annual Compensation will include compensation you received from any employer participating in the Onbanc Plan prior to the merger of the Onbanc Plan into this Plan, and you will earn Benefit Accrual Years beginning on January 1, 1998 based on your periods of service after December 31, 1997 with any employer under the Onbanc Plan and any Employer under this Plan. The maximum number of Benefit Accrual Years you can earn under the Plan is 30, reduced by the number of years of service you earned under the Onbanc Plan for benefit accrual purposes. In no event, however, will the number of your Benefit Accrual Years under the Plan be less than the number of your Benefit Accrual Years you earned under the Plan for the period April 1, 1998 through August 31, 2001.


You may retire prior to your normal retirement date even if you do not meet the age and service requirements described in Section II.B. of this SPD, if, as of the first day of any month prior to your normal retirement date, you (i) have completed at least five consecutive years of vesting service and (ii) (A) have reached age 60, or (B) have completed at least 30 years of vesting service. If you choose to retire early under these age and service criteria, your early retirement benefit will become payable on your normal retirement date unless you elect to begin receiving your early retirement benefit prior to such date. If you make such an election, your early retirement benefits will be reduced by 0.334% for each month by which the commencement date of your early retirement benefits precedes your normal retirement date. Alternatively, you may elect to begin receiving only your Onbanc Plan Benefit as of your early retirement date, reduced as described above, and defer payment of your M&T Plan Benefit until a date when you satisfy the Plan’s normal or early retirement requirements described in Section II.A.or II.B. of this SPD.

(iii) Disability Retirement

If you were receiving disability retirement benefits under the Onbanc Plan as of March 31, 1998, you will continue to receive those benefits under this Plan as long as you remain disabled. Generally, if prior to normal retirement age, you recover from your disability (or could recover if you underwent treatment in a rehabilitation program) or you fail to provide proof of your continued disability as requested by the Committee, you will become ineligible for continued disability retirement benefits. If you become ineligible for disability retirement benefits, you may apply for an early or vested retirement benefit, whichever is applicable, available under the terms of the Onbanc Plan as of the date you became disabled.


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(iv) Vesting of Benefits

Your years of vesting service under the Plan will be equal to the sum of:

The number of years of “Vested Service” you earned through March 31, 1998 under the Onbanc Plan as in effect on such date; and

The number of years of vesting service you earn under this Plan for Plan Years beginning on and after January 1, 1998. For this purpose, you will earn hours of service as described in Section II.F.2. of this SPD for your periods of service with any Employer under this Plan after March 31, 1998, and you will earn 190 hours of service for each month during the period January 1, 1998 through March 31, 1998 in which you completed an hour of service with any employer under the Onbanc Plan.

(v) Optional Forms of Benefit

In addition to the optional forms of benefit described in Section III.B. of this SPD, you also may elect to receive your Onbanc Plan Benefit in the form of a single lump sum payment. The lump sum payment will equal the present value of your Onbanc Plan Benefit payable at your normal retirement date.

If you elect a lump sum Onbanc Plan Benefit, your M&T Plan Benefit will be paid in the normal form of benefit or an applicable optional form of benefit described in Section III of this SPD. However, if the present value of your M&T Plan Benefit payable at normal retirement date is not more than $5,000, you may elect to receive, at the same time as you receive your lump sum Onbanc Plan Benefit, a lump sum payment of the present value of your M&T Plan Benefit.

(D) SPECIAL RULES FOR FORMER PARTICIPANTS IN THE FRANKLIN PLAN

This Appendix B Section (D) applies to any Plan participant who had an accrued benefit under the Franklin Plan as of December 31, 1993, and who became an employee of an Employer on or after April 1, 1998. Generally, the special rules described in this Appendix B Section (D), as well as the special rules for former Onbanc Plan participants described in Appendix B Section (C) of this SPD, apply to former Franklin Plan participants.

(i) Early Retirement

You may retire as of the first day of any month following your 45th birthday and prior to your normal retirement date, even if you do not meet the age and service requirements described in Section II.B.of this SPD if you:

Completed at least ten years of eligible service as of June 30, 1979, you are a former employee of First Federal Savings & Loan Association of Wilkes-Barre and you were a participant in the Savings Association Retirement Fund on June 30, 1979; or

Completed at least ten years of eligible service as of August 31, 1982, you are a former employee of First Federal Savings and Loan Association of Pittston, and you were a participant in the Savings Association Retirement fund on August 31, 1982.

If you choose to retire early under these age and service criteria, your early retirement benefit will become payable on your normal retirement date unless you elect to begin receiving your early


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retirement benefits prior to such date. If you make such an election, your early retirement benefit will be reduced as follows:

The portion of your benefit attributable to your accrued benefit under the Franklin Plan as of December 31, 1993, with no recognition of service or compensation after that date (your “Franklin Plan Benefit”), will be reduced by 0.25% for each month by which the commencement date your early retirement benefits precedes your normal retirement date; and

The portion of your benefit attributable to benefits accrued after December 31, 1993, under the Onbanc Plan and this Plan will be reduced by 0.334% for each month by which the commencement date of your early retirement benefits precedes your normal retirement date. Alternatively, you may elect to defer payment of this portion of your Plan benefit until a date when you have satisfied the Plan’s normal or early retirement requirements described in Section II.A or B. of this SPD, and/or, if applicable, the early retirement requirements for an Onbanc Plan Benefit described in Appendix B Section (C)(ii) of this SPD.

You also may elect a single lump sum payment of the present value of your Franklin Plan Benefit at any time after you terminate employment, as described in Appendix B Section (D)(i) below.

(ii) Optional Forms of Benefit

In addition to the optional forms of benefit described in Sections III.B. and Appendix B Section (C)(v) of this SPD, you may elect to receive a single lump sum payment of the present value of your Franklin Plan Benefit as soon as practicable after you terminate employment with the Employers. The benefit you accrued after December 31, 1993 under the Onbanc Plan and under this Plan will be paid in the normal form of benefit described in Section III.A. of this SPD or an applicable optional form of benefit described in Section III or Appendix B Section (C)(v) of this SPD on your early or normal retirement date, as applicable. However, if you elect a lump sum Franklin Plan Benefit and if the present value of the normal retirement benefit you accrue after December 31, 1993, under the Onbanc Plan and under this Plan is not more than $5,000, you may elect to receive a lump sum distribution of the present value of your post-December 31, 1993 accrued benefits at the same time you receive your lump sum Franklin Plan Benefit.

(E) SPECIAL RULES FOR FORMER PARTICIPANTS IN THE FNBR PLAN

This Appendix B Section (E) applies to any Plan participant who had an accrued benefit under the FNBR Plan as of May 31, 1999, and who became an employee of an Employer on or after June 1, 1999.



The benefit you accrued under the terms of the FNBR Plan as of May 31, 1999, with no recognition of service or compensation after such date (your “FNBR Plan Benefit”); and

The benefit you accrue under the retirement formula described in Section II.A. of this SPD for periods of service with an Employer after May 31, 1999 (your “M&T Plan Benefit”).


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In calculating your M&T Plan Benefit, your Average Annual Compensation will include compensation you received from any employer under the FNBR Plan prior to the merger of the FNBR Plan into this Plan, and your Benefit Accrual Years will be based on your service after May 31, 1999 with any Employer under this Plan. The maximum number of Benefit Accrual Years you may earn under the Plan is 30 less the number of years of service you earned under the FNBR Plan as of May 31, 1999 for benefit accrual purposes.

Your normal retirement date is as follows:

Your normal retirement date for your FNBR Plan Benefit is the first day of the month following your 62nd birthday, if you have completed at least five years of vesting service as of such date. Otherwise, it is your 65th birthday (your “FNBR Normal Retirement Date”).

Your normal retirement age for your M&T Plan Benefit is the first day of the month following the later of your 65th birthday or your fifth anniversary of participation in the Plan (including your participation in the FNBR Plan) (your “M&T Normal Retirement Date”).

If you have reached both your FNBR Normal Retirement Date and your M&T Normal Retirement Date, you may retire and receive your full normal retirement benefit (i.e., your FNBR Plan Benefit plus your M&T Plan Benefit). If you have reached only the FNBR Normal Retirement Date, you may retire and elect to receive the full, unreduced value of your FNBR Plan Benefit. Your M&T Plan Benefit will be paid to you either as a reduced early retirement benefit, as described in Section II.B. of this SPD, or as an unreduced amount when you reach the M&T Normal Retirement Date, whichever is applicable.


You may elect to retire as of the first day of any month following your 55th birthday, regardless of your years of vesting service. If you choose to retire early, your early retirement benefit will become payable on your normal retirement date, unless you elect to begin to receive it prior to such date. If you make such an election, your FNBR Plan Benefit will be reduced by 0.25% for each month by which the commencement date of your early retirement benefit precedes your FNBR Normal Retirement Date, and your M&T Plan Benefit will be reduced by 0.334% for each month the commencement date of your early retirement benefit precedes your M&T Normal Retirement Date. If, however, you completed less than three years of vesting service as of May 1, 1999, and you complete less than five years of vesting service as your early retirement date, you will forfeit your M&T Plan Benefit.


If you were accruing disability retirement benefits under the FNBR Plan as of June 1, 1999, you will continue to accrue disability retirement benefits under this Plan as described in Section II.D. of this SPD so long as you continue to be “disabled” within the meaning of the FNBR Plan.

(iv) Deferred Retirement

You may elect to begin receiving your FNBR Plan Benefit as of the month your FNBR Normal Retirement Date, even if you are still employed on such date. If you so elect, your M&T Plan Benefit will not become payable until you retire, or, if applicable, when you reach age 70½. See Section II.C. of this SPD.


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(v) Vesting of Benefits

You will become fully vested in your FNBR Plan Benefit, regardless of your years of vesting service, if you are employed by an Employer on your 55th birthday.


The number of “Years of Vesting Service” you earned through September 30, 1998 under the FNBR Plan;

One year of vesting service for the period October 1, 1998 through September 30, 1999, so long as you completed at least 1,000 hours of service with an employer under the FNBR Plan and/or an Employer under this Plan during such period; and

The number of years of vesting service you earn under the Plan for Plan Years beginning on and after January 1, 1999 during which you complete at least 1,000 hours of service with any Employer under the Plan.

(vi) Optional Forms of Benefit

In addition to the optional forms of benefit described in Section III.B. of this SPD, you may elect to have your FNBR Plan Benefit paid in one of the following benefit forms:

A 50% or 100% joint and survivor annuity, as described in Section III.B. of this SPD, except that if, after your retirement benefits start your survivor annuitant dies, the amount of your monthly benefit will increase to the amount you would have received if you had elected a single life annuity; or

A 50% or 100% joint and survivor annuity, as described in Section III.A. of this SPD, except that, if you and your survivor annuitant die before the Plan has made 60 monthly payments, the value of the remaining payments will be paid in a lump sum to your estate or your survivor annuitant’s estate, whoever died last.

If you elect to have your FNBR Benefit paid in one of the above benefit forms, your M&T Plan Benefit will be payable in the normal form or, if you so elect, in an optional form of benefit described in Section III of this SPD.

(F) SPECIAL RULES FOR FORMER KEYSTONE PLAN PARTICIPANTS

This Appendix B Section (F) applies to any Plan participant who had an accrued benefit under the Keystone Plan as of October 6, 2000, and who became an employee of an Employer on or after that date.

(i) Normal Retirement


For Plan Years beginning before January 1, 2001, the sum of (i) the product of (I) 1.0% of your average annual compensation up to the Social Security Covered Compensation Level, plus 1.65% of your average annual compensation in excess of the Social Security Covered Compensation Level, and (II) your total number of years of benefit service earned through December 31, 2000, up to a maximum of 35, and (ii) if your total number of “years of benefit service” exceeds 35, the product of (I)


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1.0% of your average annual compensation, and (II) the excess of the total number of your years of benefit service earned through December 31, 2000, over 35 (your “Keystone Plan Benefit”); and

The benefit you accrue under the retirement formula described in Section II.A. of this SPD for periods of service with an Employer after December 31, 2000 (your “M&T Plan Benefit”).

Your “average annual compensation” for your Keystone Plan Benefit is your highest average annual compensation for any five consecutive, calendar years during the ten-year period ending on December 31, 2000. If you were not employed by Keystone Plan employers for at least five consecutive, calendar years before 2001, your average annual compensation will be based on your average annual compensation for the highest number of consecutive, completed calendar years before 2001. For this purpose, any year in which you were credited with less than 1,000 hours of service is not counted.

In calculating your “average annual compensation” for your Keystone Plan Benefit, all compensation paid to you during any calendar year before 2001 reportable on your Form W-2, plus any amounts that you deferred under any Keystone 401(k) or cafeteria plan, will be counted. However, the following amounts will not be counted: earnings from stock incentive programs, relocation expenses, employment contract buyout payments and commissions for Employees in job classification II.

In calculating your M&T Plan Benefit, your Average Annual Compensation (see Section II.A. of this SPD) will include base compensation you received from any employer participating in the Keystone Plan prior to the merger of the Keystone Plan into this Plan, and your Benefit Accrual Years will be based on your periods of service after December 31, 2000 with any Employer under this Plan. The maximum number of Benefit Accrual Years you can earn under the Plan is 30, reduced by the number of years of benefit service you earned under the Keystone Plan.


You may retire prior to your normal retirement date even if you do not meet the age and service requirements described in Section II.B. of this SPD, if, as of the first day of any month prior to your normal retirement date, you have completed at least five years of vesting service and reached age 55. If you choose to retire early under these age and service criteria, your early retirement benefits will become payable on your normal retirement date unless you elect to begin receiving them prior to such date. If you make such an election, your early retirement benefits will be reduced by 0.334% for each month by which the commencement date of your early retirement benefit precedes your normal retirement date.

(iii) Pre-Retirement Death Benefits

If you are fully vested in your benefits under the Plan, you die before your benefits begin and you are married for at least one year on the date of your death, your surviving spouse will receive a pre-retirement death benefit in accordance with Section II.E. of this SPD. No other pre-retirement death benefit is payable by the Plan.



The number of years of vesting service you earned through October 6, 2000 under the Keystone Plan; and


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The number of years of vesting service you earn under this Plan after October 6, 2000, as described in Section II.F.2. of this SPD.

In no event will you earn more than one year of vesting service for the 2000 Plan Year counting your service under this Plan and the Keystone Plan.


In addition to the optional forms of benefit described in Section III.B. of this SPD, you may elect to receive your Keystone Plan Benefit in the form of a single lump sum payment.

The lump sum payment will equal the present value of your Keystone Plan Benefit payable at your normal retirement date. The lump sum payment is available upon your normal or early retirement, except that, if you are a former employee of the First National Bank of Bradford County or Washington County National Bank, you may elect the lump sum payment at your termination of employment.

If you elect a lump sum payment of your Keystone Plan Benefit, your M&T Plan Benefit, if any, will be paid upon your normal or early retirement in the normal form of benefit or an applicable optional form of benefit described in Section III of this SPD. If, however, you elect a lump sum Keystone Plan Benefit and if the present value of your M&T Plan Benefit payable at normal retirement age is not more than $5,000, you may elect to receive a lump sum distribution of the present value of your M&T Plan Benefit at the same time you receive your lump sum Keystone Plan Benefit.

(vi) Other Special Rules

If you made mandatory contributions to the Keystone Plan (or a plan that merged into the Keystone Plan) prior to January 1, 1974, and such contributions remain in the Plan, additional special rules apply to you. Please contact the Employee Benefits Department for details about these rules.

(G) SPECIAL RULES FOR FORMER ALLFIRST PLAN PARTICIPANTS

This Section B7 applies to any Plan participant who had an accrued benefit under the Allfirst Plan as of March 31, 2003, and who becomes an employee of an Employer on or after April 1, 2003.



The benefit you accrued under the terms of the Allfirst Plan as of March 31, 2003, with no recognition of service or compensation after such date, reduced by any benefit payable under a pension plan maintained by Allied Irish Bank (or any entity controlled by Allied Irish Bank) (“AIB”), to the extent that your AIB plan benefit is based on service upon which your March 31, 2003 Allfirst Plan benefit is based (your “Allfirst Plan Benefit”); and

The benefit you accrue under the retirement formula described in Section II.A. of this SPD for periods of service with the Employers after March 31, 2003 (your “M&T Plan Benefit”).


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In calculating your M&T Plan Benefit, your Average Annual Compensation will include compensation you received prior to April 1, 2003, from any employer participating in the Allfirst Plan and any severance pay you receive from the Employers if you terminate employment with them during the one-year period beginning on April 1, 2003.

In calculating your M&T Plan Benefit, your Benefit Accrual Years will be based on the following:

Your service after March 31, 2003 with the Employers;

Your service from January 1, 2003 through March 31, 2003 with any employer participating in the Allfirst Plan if you did not earn any service for benefit accrual purposes under the Allfirst Plan for this three-month period; and

Service credit for any severance pay you receive from the Employers if you terminate employment with them during the one-year period beginning on April 1, 2003.

The maximum number of Benefit Accrual Years you may earn under the Plan is 30 less the number of years of service you earned under the Allfirst Plan as of March 31, 2003 for benefit accrual purposes. If, however, you receive severance pay as a result of your termination of employment with the Employers during the one-year period beginning on April 1, 2003, you can earn Benefit Accrual Years in excess of 30, but not 35, solely from your severance pay service credit.


You may retire prior to your normal retirement date even if you do not meet the age and service requirements described in Section II.B. of this SPD if, as of the date that you terminate employment with the Employers, you have (i) completed at least five years of vesting service and reached age 55 (a “55&5 Retirement”), or (ii) reached age 60, and the sum of your age and years of vesting service (in full years and months) is at least 90 (a “Rule of 90 Retirement”). If you choose to retire on one of these early retirement dates, your early retirement benefit will become payable on your normal retirement date unless you elect as follows:

Under a 55&5 Retirement, you may elect to begin your entire benefit under the Plan (i.e., your Allfirst Plan Benefit plus your M&T Plan Benefit) as of the first day of any month following your 55&5 Retirement. Your entire benefit will be reduced by 0.334% per month for each month by which the beginning date of your early retirement benefit precedes your normal retirement date.

Under a Rule of 90 Retirement, you may elect to begin your entire benefit under the Plan (i.e., your Allfirst Plan Benefit plus your M&T Plan Benefit) as of the first day of any month following your Rule of 90 Retirement. Your Allfirst Plan Benefit will not be reduced for early retirement, but your M&T Plan Benefit will be reduced by 0.334% per month for each month by which the beginning date of your M&T Plan early retirement benefit precedes your normal retirement date.

If you terminate employment with the Employers after you have earned five years of vesting service and you suffer an extreme financial hardship, you may be eligible for a distribution of your Allfirst Plan Benefit prior to age 55. Please contact the Employee Benefits Department for details.


If you were accruing disability retirement benefits under the Allfirst Plan as of March 31, 2003, you will (i) continue to accrue disability retirement benefits under this Plan as described in Section


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II.D. of this SPD so long as you continue to be totally and permanently disabled (as defined in the Allfirst Plan), and (ii) be eligible to begin disability retirement benefits as of your normal retirement date or, if you meet the requirements for early retirement, as of your early retirement date. If you begin your disability retirement benefits before your normal retirement date, your benefit will be reduced by 0.334% for each month that the beginning date of your disability early retirement benefit precedes your normal retirement date.


Your years of vesting service under the Plan will equal the sum of:

The number of years of vesting service you earned through March 31, 2003 under the Allfirst Plan; and

The number of years of vesting service that you earn under this Plan for Plan Years beginning on and after January 1, 2003. For this purpose, you will earn hours of service as described in Section II.F.2. of this SPD for your periods of service with the Employers after March 31, 2003, and your periods of service with employers participating in the Allfirst Plan from January 1, 2003 through March 31, 2003.

In no event will you earn more than one year of vesting service for 2003 under both the Allfirst Plan and this Plan combined. If you terminate employment with the Employers during the one-year period beginning on April 1, 2003, and receive severance pay, you will earn service credit for vesting purposes for the period of your severance pay.

If you are a former Allfirst Plan participant who was a participant in the Washington Federal Savings Bank Pension Plan on July 15, 1996, you are fully vested in your entire benefit under the Plan.

If you were a participant in the Dauphin Deposit Corporation Pension Plan (the “Dauphin Plan”) on December 31, 1997, the vesting schedule in effect under the Dauphin Plan as of that date will apply to your entire benefit under the Plan if that vesting schedule provides you with a greater vested percentage in your benefit than the Plan’s regular vesting schedule.


In addition to the optional forms of benefit described in Section 3.2 of this SPD, you may elect to have your Allfirst Plan Benefit paid in one of the following payment forms:

A single lump sum payment. The lump sum payment will equal the present value of your Allfirst Plan Benefit payable as of (i) your normal retirement date, or (ii) if you retire under the Plan’s early retirement provisions, your early retirement date. If you elect a lump sum Allfirst Plan Benefit, your M&T Plan Benefit will be paid in the normal form, or if you so elect, in an optional form of benefit, described in Section III of this SPD. If, however, the present value of your M&T Plan Benefit payable at normal retirement date is not more than $5,000, you may elect to receive, at the same time as you receive your lump sum Allfirst Plan Benefit, a lump sum payment of the present value of your M&T Plan Benefit.

A level income annuity. Under this option, if your benefits start before your reach age 65, the amount of your monthly benefit payments before you reach age 65 will be greater than the amount of your monthly payments after you reach age 65, so that your total monthly income under this option and from Social Security will be the same before and after you reach age 65, assuming that you begin Social


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Security benefits at age 65. If you elect to receive your Allfirst Plan Benefit as a level income annuity, your M&T Plan Benefit will be payable in the normal form, or if you so elect, in an optional form of benefit, described in Section III of this SPD.

(vi) Other Special Rules

If you made mandatory contributions to the Allfirst Plan (or a plan that merged into the Allfirst Plan) prior to April 1, 2003, and such contributions remain in the Plan, additional special rules apply to you. Please contact the Employee Benefits Department for details about these rules.

M&T BANK CORPORATION PENSION PLAN Plan Descrip… · · 2018-02-16The M&T Bank Corporation...

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