Exhibit 10.8

M&T BANK CORPORATION
SUPPLEMENTAL RETIREMENT SAVINGS PLAN

ARTICLE I
PURPOSE

1.1 The purpose of this M&T Bank Corporation Supplemental Retirement Savings Plan (the "Supplemental Retirement Savings Plan") is to provide for the payment of supplemental benefits to select management and highly compensated employees of certain affiliates of M&T Bank Corporation (the "Employers"), contributions on whose behalf under the M&T Bank Corporation Retirement Savings Plan and Trust (the "RSP") are subject to certain limitations imposed by Section 401(a)(17) of the Internal Revenue Code, as amended (the "Code"). The Employers intend and desire that this Supplemental Retirement Savings Plan, together with the other elements of the Employers' compensation programs, will attract, retain and motivate eligible employees.

ARTICLE II
DEFINITIONS

All terms with initial capital letters which are used in the RSP shall have the meanings assigned to them under the provisions of the RSP unless otherwise specified herein or as otherwise qualified by the context in which the term is used herein.

2.1 For the purposes of this Supplemental Retirement Savings Plan, the following words and phrases shall have the meanings indicated unless a different meaning is clearly required by the context. Any terms used herein in the masculine shall be read and construed in the feminine where they would so apply, and any terms used in the singular shall be read and construed in the plural if appropriate.

(a) "Committee" shall mean the Committee charged with the administration of this Supplemental Retirement Savings Plan under Article VII.

(b) "Company" shall mean Manufacturers and Traders Trust Company or any successor by merger, purchase or otherwise.

(c) "Compensation" shall mean the amount so defined in the RSP, calculated without regard to the limitation contained in Code Section 401(a)(17).

(d) "Compensation Limitation" shall mean, for any given year beginning on and after January 1, 1994, $150,000, as adjusted to and including such given year of determination in the manner provided under Code Section 401(a)(17).

(e) "Employee" shall mean any common law employee of an Employer.

(f) "Employer" shall mean any affiliate of M&T Bank Corporation that participates in the RSP.

(g) "Participant" shall mean an Employee who has become a Participant in accordance with Section 3.2. Participant shall also include a former Employee who had met the foregoing criteria as an Employee and who, at the time of determination, has an Account under this Supplemental Retirement Savings Plan.

(h) "Supplemental Retirement Savings Plan" shall mean this M&T Bank Corporation Supplemental Retirement Savings Plan, as the same may be amended from time to time.

(i) "Supplemental Retirement Savings Plan Account" or "Account" shall mean, to the extent applicable to any given Participant, the account maintained under the provisions of
Section 4.1.

ARTICLE III
ELIGIBILITY AND PARTICIPATION

3.1 Any Employee who is a member of a select group of management or highly compensated employees as designated by the Committee is eligible to participate in this Supplemental Retirement Savings Plan, provided, however, that any such Employee shall become a Participant hereunder only as provided under Section 3.2.

3.2 An Employee eligible to participate in this Supplemental Retirement Savings Plan under Section 3.1 shall become a Participant in this Supplemental Retirement Savings Plan at such time as the Committee first determines that contributions on his behalf under the RSP will be affected by the Compensation Limitation. The determination of whether and at which time an Employee is affected by the Compensation Limitation and eligible for participation herein shall be made by the Committee. Notwithstanding the foregoing, a Participant may become eligible to have amounts credited to his Supplemental Retirement Savings Plan Account for a year only in the event that:

(a) such individual has elected to make Salary Reduction Contributions under the RSP for the year equal to at least six percent (6%) of his Compensation not in excess of the Compensation Limitation; and

(b) his Compensation for the year is in excess of the Compensation Limitation.

3.3 Upon becoming a Participant under this Supplemental Retirement Savings Plan, he shall make an irrevocable election to receive his benefit under this Supplemental Retirement

Savings Plan either in the form of a lump sum or in annual installments payable over 5, 10 or 15 years, and to begin to receive such benefit either:

(a) at a specific age, or

(b) at retirement under the M&T Bank Corporation Pension Plan, but not later than age 65 if the Participant terminates employment prior to eligibility for retirement under such plan.

ARTICLE IV
CALCULATION OF CREDITS TO SUPPLEMENTAL
RETIREMENT SAVINGS PLAN ACCOUNTS

4.1 There shall be credited to the Supplemental Retirement Savings Plan Account of a Participant eligible therefor under Section 3.2 the excess of (a) the amount which would have been contributed under Section 5.02 of the RSP on behalf of such Participant if the provisions of the RSP were administered without regard to the annual limitation on Compensation set forth in Code Section 401(a)(17), but with Compensation capped at $235,840, over (b) the amount actually contributed under Section 5.02 of the RSP on his behalf. The credit to the Supplemental Retirement Savings Plan Account under this Section 4.1 on behalf of a Participant shall be computed in accordance with the foregoing and with the objective that the Participant should have credited to his accounts under this Supplemental Retirement Savings Plan and the RSP the total amount that would otherwise have been contributed on his behalf under Section 5.02 of the RSP as of the date of such credit, had the provisions of Code Section 401(a)(17) not been applicable thereto, but with Compensation capped at the amount set forth above.

4.2 In addition to any amount credited to his Account under Section 4.1, a Participant may elect to defer under this Plan a percentage of that portion of his Compensation in excess of the Compensation Limitation, but not in excess of $235,840, equal to the percentage of his Compensation that he has elected to defer for the year under Section 5.01 of the RSP. Such election for a year must be made prior to the beginning of that year (except that the election for 1994 must be made prior to August 1, 1994, and the election for an individual who first becomes a Participant after the first day of a year must be made at the time he becomes a Participant) and shall be irrevocable.

4.3 Notwithstanding any provisions of this Supplemental Retirement Savings Plan to the contrary, the credits to the Supplemental Retirement Savings Plan Accounts provided under Article IV shall be determined and coordinated by the Committee so as to prevent any duplication of Supplemental Retirement Savings Plan and RSP benefits.

ARTICLE V
INDIVIDUAL ACCOUNTS, INVESTMENTS AND VALUATIONS

5.1 The provisions of the RSP concerning the creation and maintenance of individual accounts and concerning investment elections by Participants shall apply equally under this Supplemental Retirement Savings Plan.

5.2 Participant investment elections under the RSP for Salary Reduction Contributions shall apply with respect to amounts credited to Accounts under Article IV, and such amounts shall be treated as invested initially in the Investment Funds available under the RSP in the same proportion as reflected in such elections under the RSP. Accounts will be valued at the same time as RSP accounts, except that stock of M&T Bank Corporation will be stated in dollars instead of shares.

5.3 The deemed investment of amounts credited to a Participant's Account may be reallocated, at the Participant's election, among the available RSP Investment Funds on a quarterly basis. Such elections shall be independent of any reallocation election made under the RSP.

5.4 Accounts will be credited with the investment return reported by the Trust and Investment Services Division for the Investment Funds under the RSP in which the Accounts are treated as invested.

ARTICLE VI
COMMENCEMENT AND FORM OF SUPPLEMENTAL
RETIREMENT SAVINGS PLAN BENEFIT

6.1 Benefits hereunder shall become payable to a Participant as of the date and in the form he has specified under the provisions of Section 3.3. Participant elections may not be changed, except that, upon consideration of all facts in hardship situations, the Committee may approve the acceleration of payments to a Participant.

6.2 At the Committee's discretion, any benefits hereunder payable to a Participant or beneficiary (who shall be the Participant's beneficiary under the RSP) may be paid in a form of a lump sum payment as determined by the Committee.

6.3 In the event that a Participant is still employed by an Employer in the year he has elected to have payment of his benefits hereunder made or commence, payment of the amount in his Account as of the beginning of that year shall be made or commence (depending on his election under
Section 3.3) in that year, and payment of amounts credited to his Account in that year and in subsequent years shall be made or commence (depending on his election under Section 3.3) in the January of the year following the year in which such amounts were credited to his Account.

6.4 Benefits payable hereunder to, or on behalf of, a Participant shall be paid by the Employer who last employed the Participant.

ARTICLE VII
ADMINISTRATION

7.1 The Committee shall be charged with the administration of this Supplemental Retirement Savings Plan. The members of the Committee shall be selected by the Company. The Committee shall have all such powers as may be necessary to discharge its duties relative to the administration of this Supplemental Retirement Savings Plan, including by way of illustration and not limitation, discretionary authority to interpret and construe this Supplemental Retirement Savings Plan, to decide any dispute arising hereunder, to determine the right of any Employee with respect to participation herein, to determine the right of any Participant with respect to benefits payable under this Supplemental Retirement Savings Plan and to adopt, alter and repeal such administrative rules, regulations and practices governing the operation of this Supplemental Retirement Savings Plan as it, in its sole discretion, may from time to time deem advisable. No member of the Committee shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Supplemental Retirement Savings Plan unless attributable to willful misconduct or lack of good faith. The Committee shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by the Committee or the Company with respect to this Supplemental Retirement Savings Plan. Members of the Committee shall not participate in any action or determination regarding solely their own benefits payable hereunder. Except as provided in Section 7.3, decisions of the Committee made in good faith shall be final, conclusive and binding upon all parties.

7.2 Whenever the Committee denies, in whole or in part, a claim for benefits filed by any person (hereinafter referred to as a "Claimant"), the Committee shall transmit a written notice setting forth, in a manner calculated to be understood by the Claimant, a statement of the specific reasons for the denial of the claim, references to the specific provisions of this Supplemental Retirement Savings Plan on which the denial is based, a description of any additional needed material or information and why such material or information is necessary, and an explanation of the claims review procedure as set forth herein. In addition, the written notice shall contain the date on which the notice was sent and a statement advising the Claimant that, within 90 days of the date on which such notice is received, he may obtain review of the Committee's decision.

7.3 Within 90 days of the date on which the notice of denial of claim is received by the Claimant, the Claimant or his authorized representative may request that the claim denial be reviewed by filing with the Committee a written request therefor, which request shall contain the following information:

(a) the date on which the notice of denial of claim was received by the Claimant;

(b) the date on which the Claimant's request was filed with the Committee; provided,

however, that the date on which the Claimant's request for review was in fact filed with the Committee shall control in the event that the date of the actual filing is later than the date stated by the Claimant pursuant to this clause (b);

(c) the specific portions of the denial of his claim which the Claimant requests the Committee to review;

(d) a statement by the Claimant setting forth the basis upon which he believes the Committee should reverse its previous denial of his claim for benefits and accept his claim as made; and

(e) any written material (included as exhibits) which the Claimant desires the Committee to examine in its consideration of his position as stated pursuant to clause (d).

Within 60 days of the date determined pursuant to clause (b) (or, if special circumstances require an extension of time, within 120 days of such date), the Committee shall conduct a full and fair review of the decision denying the Claimant's claim for benefits and shall deliver, to the claimant in writing, its decision. Such written decision shall set forth, in a manner calculated to be understood by the Claimant, a statement of the specific reasons for its decision, including references to the specific provisions of this Supplemental Retirement Savings Plan which were relied upon. The decision will be final and binding on all persons concerned.

ARTICLE VIII
AMENDMENT AND TERMINATION

8.1 The Employers expect to continue this Supplemental Retirement Savings Plan indefinitely, but reserve and delegate to the Company the right to amend or terminate this Supplemental Retirement Savings Plan at any time, if, in the Company's sole judgment, such amendment or termination is necessary or desirable. Any such amendment or termination shall be made in writing by the Board of Directors of the Company or its designee, if applicable, and shall be effective as of the date specified in such document. No amendment or termination of this Supplemental Retirement Savings Plan shall directly or indirectly deprive any Participant, surviving spouse or beneficiary of all or any portion of the Supplemental Retirement Savings Plan benefits earned by the Participant as of the date of amendment or termination. In the event of a termination of this Supplemental Retirement Savings Plan, the Company (or any transferee, purchaser or successor entity) may elect, in its discretion, either to have the Employers make lump sum payments, at the time of such termination, of the Account balances on such date to Participants, surviving spouses and beneficiaries or to have the Employers make payments to such individuals at such time or times as provided under the terms of this Supplemental Retirement Savings Plan.

8.2 This Supplemental Retirement Savings Plan shall not be automatically terminated by a

transfer or sale of an Employer or by the merger or consolidation of an Employer into or with any other corporation or other entity, but it shall be continued with respect to such Employer or its successor after such sale, merger or consolidation only if and to the extent that the transferee, purchaser or successor entity agrees to continue this Supplemental Retirement Savings Plan. In the event this Supplemental Retirement Savings Plan is not continued with respect to such Employer or its successor by the transferee, purchaser or successor entity, then it shall terminate with respect to such Employer or its successor subject to the provisions of Section 8.1.

ARTICLE IX
MISCELLANEOUS

9.1 No Effect on Employment Rights. Nothing contained herein will confer upon any Participant the right to be retained in the service of an Employer nor limit the right of an Employer to discharge or otherwise deal with Participants without regard to the existence of this Supplemental Retirement Savings Plan.

9.2 Plan Unfunded. Notwithstanding any provision herein to the contrary, the benefits offered hereunder shall constitute nothing more than unfunded, unsecured promises by each Employer to pay the benefits determined hereunder that such Employer is obligated to pay under
Section 6.4. No provision shall at any time be made with respect to segregating any assets of any Employer for payment of any benefits hereunder. No Participant, beneficiary or any other person shall have any interest in any particular assets of the Employers by reason of the right to receive a benefit under this Supplemental Retirement Savings Plan, and any such Participant, beneficiary or other person shall have only the rights of a general unsecured creditor of the Employer by whom the Participant was last employed with respect to any rights under this Supplemental Retirement Savings Plan. Nothing contained in this Supplemental Retirement Savings Plan shall constitute a guaranty by the Employers or any other entity or person that the assets of any Employer will be sufficient to pay any benefit hereunder. All expenses and fees incurred in the administration of this Supplemental Retirement Savings Plan shall be paid by the Employers.

9.3 Binding on Employers, Employees and Their Successors. This Supplemental Retirement Savings Plan shall be binding upon and inure to the benefit of the Employers, their successors and assigns and each Participant and his heirs, executors, administrators and legal representatives. In the event of the merger or consolidation of an Employer with or into any other corporation, or in the event substantially all of the assets of an Employer shall be transferred to another corporation, the successor corporation resulting from the merger or consolidation, or the transferee of such assets, as the case may be, shall, as a condition to the consummation of the merger, consolidation or sale, assume the accrued obligations of such Employer hereunder with respect to benefits accrued as of the date of such merger, consolidation or transfer and shall be substituted for such Employer hereunder.

9.4 Spendthrift Provisions. No benefit payable under this Supplemental Retirement Savings Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge prior to actual receipt thereof by the payee; and any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge prior to such receipt shall be void; and the Employers shall not be liable in any manner for or subject to the debts, contracts, liabilities, torts or engagements of any person entitled to any benefit under this Supplemental Retirement Savings Plan.

9.5 Disclosure. Each Participant shall receive a copy of this Supplemental Retirement Savings Plan, and the Committee will make available for inspection by any Participant a copy of the rules and regulations used by the Committee in administering this Plan.

9.6 State Law. This Supplemental Retirement Savings Plan is established under and will be construed according to the laws of the State of New York to the extent that such laws are not preempted by the Employee Retirement Income Security Act of 1974, as amended, and regulations promulgated thereunder.

9.7 Incapacity of Recipient. In the event a Participant, surviving spouse or beneficiary is declared incompetent and a guardian, conservator or other person legally charged with the care of his person or of his estate is appointed, any benefits under this Supplemental Retirement Savings Plan to which such Participant, spouse or beneficiary is entitled shall be paid to such guardian, conservator or other person legally charged with the care of his person or his estate. Except as provided herein, when the Committee, in its sole discretion, determines that a Participant, surviving spouse or beneficiary is unable to manage his financial affairs, the Committee may direct the Employer responsible for payment to make distributions to any person for the benefit of such Participant, spouse or beneficiary.

9.8 Unclaimed Benefit. Each Participant shall keep the Committee informed of his current address. The Committee shall not be obligated to search for the whereabouts of any person. If the location of a Participant is not made known to the Committee within three years after the date on which any payment of the Participant's benefit hereunder may be made, payment may be made as though the Participant had died at the end of the three-year period. If, within one additional year after such three-year period has elapsed, or, within three years after the actual death of a Participant, whichever occurs first, the Committee is unable to locate the spouse or any beneficiary of the Participant, the Participant and his surviving spouse or beneficiary shall forfeit all rights to any Supplemental Retirement Savings Plan benefits.

9.9 Elections, Applications, Notices. Every direction, revocation or notice authorized or required hereunder shall be deemed delivered to the Employers or the Committee as the case may be: (a) on the date it is personally delivered to the Secretary of the Committee (with a copy to the Company's General Counsel) at the Company's executive offices at Buffalo, New York or (b) three business days after it is sent by registered or certified mail, postage prepaid, addressed to the Secretary of the Committee (with a copy to the Company's General Counsel)

         at the offices indicated above, and shall be deemed delivered to a
         Participant, surviving spouse or beneficiary: (a) on the date it is
         personally delivered to such individual, or (b) three business days
         after it is sent by registered or certified mail, postage prepaid,
         addressed to such individual at the last address shown for him on the
         records of the Employers. Any notice required hereunder may be waived
         by the person entitled thereto.

9.10     Severability. In the event any provision of this Supplemental
         Retirement Savings Plan shall be held illegal or invalid for any
         reason, such illegality or invalidity shall not affect the remaining
         provisions of this Supplemental Retirement Savings Plan. This
         Supplemental Retirement Savings Plan shall be construed and enforced as
         if such illegal or invalid provision had never been contained herein.

9.11     Headings. The headings of Sections of this Supplemental Retirement
         Savings Plan are for convenience of reference only and shall have no
         substantive effect on the provisions of this Supplemental Retirement
         Savings Plan.

Exhibit 10.9

M&T BANK CORPORATION
DEFERRED BONUS PLAN
(Amended and Restated effective May 29, 1998)

ARTICLE I

INTENT

This M&T Bank Corporation Deferred Bonus Plan was established, effective January 1, 1984, for the benefit of certain employees of certain affiliates of M&T Bank Corporation. The Plan is intended to qualify as a plan described in Section 201(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees.

ARTICLE II
DEFINITIONS

When used in this Plan, the following terms shall have the following meanings:

2.1 "Account" means the account maintained for a Participant pursuant to Article IV hereof.

2.2 "Beneficiary" means the person or persons designated by a Participant pursuant to Article VI hereof to receive any benefit payable pursuant to Section 5.1 hereof upon the Participant's death.

2.3 "Bank" means Manufacturers and Traders Trust Company and its successors by merger, sale of assets or otherwise.

2.4 "Board" means the board of directors of M&T Bank Corporation.

2.5 "Bonus" means an Eligible Employee's award under an Incentive Plan.

2.6 "Deemed Earnings" means the income earned or loss incurred with respect to a Participant's Deemed Investment Portfolio. The Deemed Earnings with respect to each investment option in a Deemed Investment Portfolio shall be determined on the basis of the total actual return on such investment option in the M&T Bank Corporation Retirement Savings Plan for the period in question or, in the case of a M&T Bank Corporation Stock Deemed Investment Account, on the basis of the number of shares of M&T Bank Corporation Common Stock that would represent reinvested dividends on the shares credited to such M&T Bank Corporation Stock Deemed Investment Account for the period in question.

2.7 "Deemed Investment Portfolio" means the hypothetical portfolio designated by a Participant from among (a) the investment options offered under the M&T Bank Corporation Retirement Savings Plan, excluding the M&T Bank Corporation Stock Fund offered thereunder, and (b) shares of M&T Bank Corporation Common Stock.

2.8 "Deferred Bonus Election" means an election made pursuant to
Section 3.1(a) hereof.

2.9 "Deferred Bonus" means that portion of a Bonus the payment of which is deferred by a Participant under this Plan.

2.10 "Deferred Bonus Agreement" means the written agreement entered into between a Participant and his Employer pursuant to which the Participant elects to defer payment of a specified portion of his Bonus in accordance with the terms of this Plan and such agreement.

2.11 "Eligible Employee" means an individual who is an employee of an Employer, who is eligible to participate in an Incentive Plan and who is designated by the Plan Administrator as eligible to participate in this Plan.

2.12 "Employer" means M&T Bank Corporation and each of its affiliates, any of whose employees are eligible to participate in an Incentive Plan.

2.13 "Financial Hardship" means a financial hardship of a Participant.

2.14 "Incentive Plan" means the M&T Bank Corporation Annual Executive Incentive Plan and such other incentive plans of M&T Bank Corporation or its subsidiaries as the Plan Administrator may designate.

2.15 "M&T Bank Corporation Common Stock" means the Common Stock, par value $5.00 per share, of M&T Bank Corporation.

2.16 "M&T Bank Corporation Stock Deemed Investment Account" means that portion of an Account consisting of hypothetical shares of M&T Bank Corporation Common Stock.

2.17 "Participant" means an Eligible Employee who has deferred a portion of his Bonus pursuant to a Deferred Compensation Agreement and the terms of this Plan.

2.18 "Plan" means this M&T Bank Corporation Deferred Bonus Plan, as set forth herein and amended from time to time.

2.19 "Plan Administrator" means such person or committee as may be designated by the Board to serve as such under this Plan.

2.20 "Retirement" means the earliest of a Participant's (a) normal retirement, early retirement or disability retirement under the M&T Bank Corporation Pension Plan, (b) death or

(c) 65th birthday.

2.21 "Revaluation Date" means the last day of each calendar quarter and such other dates as may be designated by the Plan Administrator.

ARTICLE III
DEFERRAL OF BONUS

3.1 Deferred Bonus Elections.

(a) An Eligible Employee, by executing a Deferred Bonus Agreement, may elect to defer all or any portion of his Bonus.

(b) An Eligible Employee must make his Deferral Election for a Bonus payable with respect to a calendar year on or before October 31 of that calendar year.

3.2 Deferred Bonus Agreements.

(a) A Deferred Bonus Election pursuant to this Plan shall be made pursuant to a written Deferred Bonus Agreement between the Eligible Employee and his Employer.

(b) A Participant's Deferred Bonus Agreement shall specify whether the Deferred Bonus thereunder (and Deemed Earnings thereon) shall be paid in a single lump-sum payment or in annual installments payable over five, ten or 20 years.

(c) A Participant's Deferred Bonus Agreement shall specify whether the Deferred Bonus thereunder (and Deemed Earnings thereon) shall be paid (or shall commence to be paid) at (i) Retirement or (ii) on a date selected by the Participant from among any one of the first 20 anniversaries of the date on which the Deferred Bonus would have been paid absent the Deferred Bonus Election.

ARTICLE IV

ACCOUNTS

4.1 Maintenance of Accounts. The Plan Administrator shall establish a bookkeeping account (an "Account") for each Participant. As of the first day of the month in which a Deferred Bonus would have been paid to the Participant absent a Deferred Bonus Election, the amount of such Deferred Bonus shall be credited to such Participant's Account.

4.2 Deemed Earnings. As of each Revaluation Date, a Participant's Account shall be adjusted for Deemed Earnings since the preceding Revaluation Date. Where a Deferred Bonus is credited to an Account other than on a Revaluation Date, Deemed Earnings on the amount of such Deferred Bonus for the period from the date of such credit until the next succeeding Revaluation Date shall be a pro rata portion of Deemed Earnings on an equivalent amount for the period between the Revaluation Dates immediately preceding and succeeding the date of such credit, calculated by reference to the number of days in each period, except that Deemed Earnings on a M&T Bank Corporation Stock Deemed Investment Account shall be based on the actual dates of dividend payments on M&T Bank Corporation Common Stock.

4.3 Deemed Investment Portfolio. In his Deferred Bonus Agreement, a Participant shall designate a Deemed Investment Portfolio, and shall allocate his Deferred Bonus among the investment options offered for inclusion in the Deemed Investment Portfolio in integral multiples of 5 percent. A Participant may change such allocation on a calendar quarterly basis by submitting a written form to the Plan Administrator prior to the first day of such calendar quarter; provided, however, that a Participant may not change a prior allocation to his M&T

Bank Corporation Stock Deemed Investment Account other than to add to such Account.

4.4 Separate Accounting. Within a Participant's Account, the Plan Administrator shall account separately for each of the Participant's Deferred Bonuses.

4.5 M&T Bank Corporation Stock Deemed Investment Account. A Participant's M&T Bank Corporation Stock Deemed Investment Account shall be credited with the number of hypothetical shares of M&T Bank Corporation Common Stock that equals the portion of the Deferred Bonus as to which the Participant elected a hypothetical investment in such shares, divided by the closing price of a share of M&T Bank Corporation Common Stock on the New York Stock Exchange (or such other principal securities exchange on which the shares of Common Stock are traded if such shares are no longer traded on the New York Stock Exchange) on the effective date of the deferral, which shall be the date on which the Deferred Bonus would have been paid had it not been deferred, plus Deemed Earnings thereon. In the event of any change in corporate capital capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Employer, any reorganization (whether or not such reorganization comes within the definition of such term in Internal Revenue Code
Section 368) or any partial or complete liquidation of the Employer, such adjustment shall be made in the number and class of hypothetical shares of M&T Bank Corporation Common Stock held in a Participant's M&T Bank Corporation Stock Deemed Investment Account as may be determined to be appropriate and equitable by the Plan Administrator in its sole discretion.

ARTICLE V

PAYMENT OF BENEFITS

5.1 General Rule. Except as provided in the following sentence or in
Section 5.2 hereof, a Participant (or, in the event of the Participant's death, his Beneficiary) shall receive (or begin to receive) payment of the amount standing to the Participant's Account as of the Revaluation Date or Dates next following the time or times elected in the Participant's Deferred Bonus Agreement or Agreements and shall receive such payment or payments in the form or forms elected in such Agreement or Agreements. If, however, a Participant terminates his employment with the Employer for any reason other than Retirement, the Plan Administrator, in its discretion, may direct that, rather than payment pursuant to the preceding sentence, a single payment shall be made of the amount standing to the Participant's Account as of any earlier Revaluation Date.

5.2 Hardship Withdrawals. In the event of Financial Hardship, a Participant may request a distribution of all or a portion of the amount standing to his Account. The determination of whether a Participant has incurred a Financial Hardship shall be made by the Plan Administrator. The Participant shall determine against which Deferred Bonus or Bonuses (and Deemed Earnings thereon) a withdrawal pursuant to this Section 5.2 shall be charged.

5.3 Payment. The payment to a Participant with respect to a Deferred Bonus (and Deemed Earnings thereon) shall be made in cash by the Participant's last Employer in the year with respect to which the Bonus deferred was payable; provided, however, that (a) if such Employer is owned directly or indirectly by a bank, the payment shall be made by such bank and

(b) payment from a Participant's M&T Bank Corporation Stock Deemed Investment Account shall be made in M&T Bank Corporation Common Stock (except to the extent that payment in M&T Bank Corporation Common Stock would result in a fractional share, in which case the amount that would constitute a fractional share shall be paid in cash, based on the closing price of a share of M&T Bank Corporation Common Stock on the New York Stock Exchange, or such other principal securities exchange on which the shares of Common Stock are traded if such shares are no longer traded on the New York Stock Exchange, on the Revaluation Date immediately preceding the date of payment). Payments of a Participant Account which (x) is not being paid in a single payment and (y) contains a M&T Bank Corporation Stock Deemed Investment Account as well as other amounts in the Account, shall be made in both cash and M&T Bank Corporation Common Stock pro rata in accordance with the values of the Participant's M&T Bank Corporation Stock Deemed Investment Account and the balance of the Participant's Account.

5.4 Tax Withholding. The Plan Administrator may make such provisions and take such steps as it may deem necessary or appropriate for the withholding by the Employers of all Federal, state, local or other taxes required by law to be withheld with respect to deferrals and payments under this Plan, including, without limitation, in the discretion of the Plan Administrator, (a) requiring the Participant (or Beneficiary, as the case may be) to pay, or provide for payment of, the amount of any such taxes, (b) deducting any such taxes from any amount otherwise payable to the Participant or Beneficiary in cash, including amounts payable under this Plan, or (c) reducing the number of shares of M&T Bank Corporation Common Stock

otherwise payable under this Plan by an amount (based on the closing price of such shares on the Revaluation Date immediately preceding the date the shares would otherwise have been paid) equal to the amount of any such taxes.

ARTICLE VI

BENEFICIARIES

Each Participant may designate from time to time any person or persons, natural or otherwise, as his Beneficiary or Beneficiaries to whom benefits under
Section 5.1 are to be paid in the event of his death. Each Beneficiary designation shall be made either in the Deferred Bonus Agreement or on a form provided by the Plan Administrator and shall be effective only when filed with the Plan Administrator during the Participant's lifetime. Each Beneficiary designation filed with the Plan Administrator shall revoke all Beneficiary designations previously made by the Participant. The revocation of a Beneficiary designation shall not require the consent of any designated Beneficiary. Payment to a Beneficiary shall be made in the form or forms elected in the Participant's Deferred Bonus Agreement or Agreements, provided that such payment shall be made in a single payment if a request for such a single payment is made by the Beneficiary and approved by the Plan Administrator.

ARTICLE VII
ADMINISTRATION

7.1 General. The Plan Administrator shall be charged with the administration of this Plan. The Plan Administrator shall have all such powers as may be necessary to discharge its

duties relative to the administration of this Plan, including by way of illustration and not limitation, discretionary authority to interpret and construe this Plan, to decide any dispute arising hereunder, to determine the right of any individual with respect to participation herein, to determine the right of any Participant with respect to benefits payable under this Plan and to adopt, alter and repeal such administrative rules, regulations and practices governing the operation of this Plan as it, in its sole discretion, may from time to time deem advisable. The Plan Administrator shall not be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan unless attributable to willful misconduct or lack of good faith. The Plan Administrator shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by the Plan Administrator or an Employer with respect to this Plan. The Plan Administrator, if an individual, or the members thereof if the Plan Administrator is a Committee, shall not participate in any action or determination regarding solely his or their own benefits payable hereunder. Except as provided in Section 7.3 hereof, decisions of the Plan Administrator made in good faith shall be final, conclusive and binding upon all parties.

7.2 Claims Procedure. Whenever the Plan Administrator denies, in whole or in part, a claim for benefits filed by any person (hereinafter referred to as a "Claimant"), the Plan Administrator shall transmit a written notice setting forth, in a manner calculated to be understood by the Claimant, a statement of the specific reasons for the denial of the claim, references to the specific provisions of this Plan on which the denial is based, a description of

any additional needed material or information and why such material or information is necessary, and an explanation of the claims review procedure as set forth herein. In addition, the written notice shall contain the date on which the notice was sent and a statement advising the Claimant that, within 90 days of the date on which such notice is received, he may obtain review of the Plan Administrator's decision.
7.3 Review Procedure. Within 90 days of the date on which the notice of denial of claim is received by the Claimant, the Claimant or his authorized representative may request that the claim denial be reviewed by filing with the Plan Administrator a written request therefor, which request shall contain the following information:

(a) the date on which the notice of denial of claim was received by the Claimant;

(b) the date on which the Claimant's request was filed with the Plan Administrator; provided, however, that the date on which the Claimant's request for review was in fact filed with the Plan Administrator shall control in the event that the date of the actual filing is later than the date stated by the Claimant pursuant to this clause (b);

(c) the specific portions of the denial of his claim which the Claimant requests the Plan Administrator to review;

(d) a statement by the Claimant setting forth the basis upon which he believes the Plan Administrator should reverse its previous denial of his claim for benefits and accept his claim as made; and

(e) any written material (included as exhibits) which the Claimant desires the

Plan Administrator to examine in its consideration of his position as stated pursuant to clause (d). Within 60 days of the date determined pursuant to clause
(b) (or, if special circumstances require an extension of time, within 120 days of such date), the Plan Administrator shall conduct a full and fair review of the decision denying the Claimant's claim for benefits and shall deliver, to the Claimant in writing, its decision. Such written decision shall set forth, in a manner calculated to be understood by the Claimant, a statement of the specific reasons for the decision, including references to the specific provisions of this Plan which were relied upon. The decision will be final and binding on all persons concerned.

ARTICLE VIII

AMENDMENT AND TERMINATION

8.1 Power to Amend or Terminate. M&T Bank Corporation expects to continue this Plan indefinitely, but reserves the right to amend or terminate this Plan at any time, if, in its sole judgment, such amendment or termination is necessary or desirable. Any such amendment or termination shall be made in writing by the Board or its designee, if applicable, and shall be effective as of the date specified in such document. No amendment or termination of this Plan shall directly or indirectly deprive any Participant or Beneficiary of all or any portion of the amounts previously credited to the Participant's Account. In the event of a termination of this Plan, M&T Bank Corporation (or any transferee, purchaser or successor entity) may elect, in its discretion, either to have the Employers make a single payment, at the time of such termination, of the Account balances on such date to Participants and Beneficiaries or to have the Employers make payments to such individuals at such time or times as provided under the terms of this

Plan.

8.2 Successor. This Plan shall not be automatically terminated by a transfer or sale of an Employer or by the merger or consolidation of an Employer into or with any other corporation or other entity, but it shall be continued with respect to such Employer or its successor after such sale, merger or consolidation only if and to the extent that the transferee, purchaser or successor entity agrees to continue this Plan. In the event this Plan is not continued with respect to such Employer or its successor by the transferee, purchaser or successor entity, then it shall terminate with respect to such Employer or its successor subject to the provisions of Section 8.1 hereof.

ARTICLE IX

MISCELLANEOUS

9.1 No Effect on Employment Rights. Nothing contained herein will confer upon any Participant the right to be retained in the service of an Employer nor limit the right of an Employer to discharge or otherwise deal with Participants without regard to the existence of this Plan.

9.2 Plan Unfunded. Notwithstanding any provision herein to the contrary, the benefits offered hereunder shall constitute nothing more than unfunded, unsecured promises by each Employer to pay the amounts that such Employer is obligated to pay under this Plan. No provision shall at any time be made with respect to segregating any assets of any Employer for payment of any amounts hereunder. No Participant, Beneficiary or any other person shall have any interest in any particular assets of the Employers by reason of the right to receive a benefit under this Plan, and any such Participant, Beneficiary or other person shall have only the rights

of a general unsecured creditor of the Employer obligated to make payments to the Participant under this Plan. Nothing contained in this Plan shall constitute a guaranty by the Employers or any other entity or person that the assets of any Employer will be sufficient to pay any amount hereunder. All expenses and fees incurred in the administration of this Plan shall be paid by the Employers.

9.3 Binding on Employers, Employees and Their Successors. This Plan shall be binding upon and inure to the benefit of the Employers, their successors and assigns and each Participant and his heirs, executors, administrators and legal representatives. In the event of the merger or consolidation of an Employer with or into any other corporation, or in the event substantially all of the assets of an Employer shall be transferred to another corporation, the successor corporation resulting from the merger or consolidation, or the transferee of such assets, as the case may be, shall, as a condition to the consummation of the merger, consolidation or sale, assume the obligations of such Employer hereunder as of the date of such merger, consolidation or transfer and shall be substituted for such Employer hereunder.

9.4 Spendthrift Provisions. No amount payable under this Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge prior to actual receipt thereof by the payee; and any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge prior to such receipt shall be void; and the Employers shall not be liable in any manner for or subject to the debts, contracts, liabilities, torts or engagements of any person entitled to any benefit under this Plan.

9.5 Disclosure. Each Participant shall receive a copy of this Plan, and the Plan

Administrator will make available for inspection by any Participant a copy of the rules and regulations used by the Plan Administrator in administering this Plan.

9.6 State Law. This Plan is established under and will be construed according to the laws of the State of New York to the extent that such laws are not preempted by ERISA.

9.7 Incapacity of Recipient. In the event a Participant or Beneficiary is declared incompetent and a guardian, conservator or other person legally charged with the care of his person or of his estate is appointed, any amounts to which such Participant or Beneficiary is entitled under this Plan shall be paid to such guardian, conservator or other person legally charged with the care of his person or his estate. Except as provided herein, when the Plan Administrator, in its sole discretion, determines that a Participant or Beneficiary is unable to manage his financial affairs, the Plan Administrator may direct the Employer, or Employers responsible for payment to make payments to any person for the benefit of such Participant or Beneficiary.

9.8 Unclaimed Benefit. Each Participant shall keep the Plan Administrator informed of his current address. The Plan Administrator shall not be obligated to search for the whereabouts of any person. If the location of a Participant is not made known to the Plan Administrator within three years after the date on which any payment of the Participant's benefit hereunder may be made, payment may be made as though the Participant had died at the end of the three-year period. If, within one additional year after such three-year period has elapsed, or, within three years after the actual death of a Participant, whichever occurs first, the Plan Administrator is unable to locate the Beneficiary of the Participant, the Participant and his

Beneficiary shall forfeit all rights to any payments under this Plan.

9.9 Elections, Applications, Notices. Every direction, revocation or notice authorized or required hereunder shall be deemed delivered to the Employers or the Plan Administrator as the case may be: (a) on the date it is personally delivered to the Plan Administrator (with a copy to the Bank's General Counsel) at the Bank's executive offices at Buffalo, New York or (b) three business days after it is sent by registered or certified mail, postage prepaid, addressed to the Plan Administrator (with a copy to the Bank's General Counsel) at the offices indicated above, and shall be deemed delivered to a Participant or Beneficiary: (a) on the date it is personally delivered to such individual, or (b) three business days after it is sent by registered or certified mail, postage prepaid, addressed to such individual at the last address shown for him on the records of the Employers. Any notice required hereunder may be waived by the person entitled thereto.

9.10 Severability. In the event any provision of this Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of this Plan. This Plan shall be construed and enforced as if such illegal or invalid provision had never been contained herein.

9.11 Headings. The headings of Sections of this Plan are for convenience of reference only and shall have no substantive effect on the provisions of this Plan.

Exhibit 10.10

M&T BANK CORPORATION DIRECTORS' STOCK PLAN

1. Name:

This plan shall be known as the M&T Bank Corporation Directors' Stock Plan (the "Plan").

2. Purpose and Intent:

The purpose of the Plan is to enable M&T Bank Corporation, a New York corporation (the "Corporation"), to attract and retain persons of exceptional ability to serve as directors of the Corporation and its subsidiaries and to further align the interests of directors and stockholders in enhancing the value of the Corporation's common stock (the "Common Stock"). The Plan provides for the payment in Common Stock of a portion of the Annual Compensation paid to each Non- employee Director. The Plan is effective as of January 1, 1998 (the "Effective Date"), and shall continue in effect unless and until terminated by the Board in accordance with Section 10 below.

3. Definitions:

For purposes of the Plan, the following terms shall have the following meanings:

(a) "Annual Compensation" means the total annual compensation payable to a Non-employee Director under the Corporation's compensation policies for directors in effect from time to time.

(b) "Board" means the Board of Directors of the Corporation or any subsidiary thereof.

(c) "Compensation Committee" means the Compensation Committee of the Board of Directors of the Corporation.

(d) "Fair Market Value" of a share of Common Stock means the closing price on the date immediately preceding the Payment Date of a share of Common Stock on the New York Stock Exchange (or such other principal securities exchange on which the shares of the Common Stock are traded if such shares are no longer traded on the New York Stock Exchange).

(e) "Non-employee Director" means an individual who is a member of the Board, but who is not a salaried officer of the Corporation or any of its subsidiaries.

(f) "Payment Date" of Annual Compensation in any calendar year means the last business day of a calendar quarter on which the Fair Market Value of shares of the Common Stock are quoted on the New York Stock Exchange (or such other principal securities exchange on which the shares of the Common Stock are traded if such shares are no longer traded on the New York Stock Exchange).

4. Administration:

The Compensation Committee shall be responsible for administering the Plan. The Compensation Committee shall have all of the powers necessary to enable it to properly carry out its duties under the Plan. Not in limitation of the foregoing, the Compensation Committee shall have the power to construe and interpret the Plan and to determine all questions that shall arise thereunder. The Compensation Committee shall have such other and further specified duties, powers, authority and discretion as are elsewhere in the Plan either expressly or by necessary implication conferred upon it. The Compensation Committee may authorize such agents as it may deem necessary for the effective performance of its duties, and may delegate to such agents such powers and duties as the Compensation Committee may deem expedient or appropriate that are not inconsistent with the intent of the Plan. The decision of the Compensation Committee upon all matters within its scope of authority shall be final and conclusive on all persons, except to the extent otherwise provided by law.

5. Shares Available:

Shares issued under the Plan shall be issued out of the authorized but unissued shares of Common Stock or treasury shares, as the Compensation Committee shall determine.

6. Shares for Annual Compensation:

The Annual Compensation payable to a Non-employee Director on or after the Effective Date shall be paid fifty percent (50%) in cash and fifty percent (50%) in shares of Common Stock. The total number of shares of Common Stock to be paid under this Section to a Non-employee Director with respect to Annual Compensation shall be determined by dividing the amount of such Annual Compensation payable in shares of Common Stock by the Fair Market Value of the Common Stock on the applicable Payment Date. In no event shall the Corporation be obligated to issue fractional shares under this Section, but instead shall pay the amount that would constitute a fractional share in cash based on the Fair Market Value of the Common Stock on the Payment Date.

7. Adjustments in Authorized Shares:

In the event of any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Corporation, any reorganization (whether or not such reorganization comes within the definition of such term in Internal Revenue Code Section 368) or any partial or complete liquidation of the Corporation, such adjustment shall be made in the number and class of shares which may be paid under the Plan, as may be determined to be appropriate and equitable by the Compensation Committee in its sole discretion.

8. Resales of Shares:

The Corporation may impose such restrictions on the sale or other disposition of shares paid under this Plan as the Compensation Committee deems necessary to comply with applicable securities laws. Certificates for shares paid under this Plan may bear such legends as the Corporation deems necessary to give notice of such restrictions.

9. Compliance with Law and Other Conditions:

No shares shall be paid under this Plan prior to compliance by the Corporation, to the satisfaction of its counsel, with any applicable laws. The Corporation shall not be obligated to (but may in its discretion) take any action under applicable federal or state securities laws (including registration or qualification of the Plan or the Common Stock) necessary for compliance therewith in order to permit the payment of shares hereunder, except for actions (other than registration or qualification) that may be taken by the Corporation without unreasonable effort or expense and without the incurrence of any material exposure to liability.

10. Amendment, Modification and Termination of the Plan:

The Board of Directors of the Corporation shall have the right and power at any time and from time to time to amend the Plan in whole or in part and at any time to terminate the Plan; provided, however, that the provisions of Section 6 of the Plan cannot be amended more than once every six (6) months to the extent such restriction is necessary to insure that awards of Common Stock paid under the Plan are exempt from the short-swing profit recovery rules of Section 16(b) of the Securities Exchange Act of 1934.

11. Miscellaneous:

The Plan shall be construed, administered, regulated and governed in all respects under and by the laws of the United States to the extent applicable, and to the extent such laws are not applicable, by the laws of the state of New York. The Plan shall be binding on the Corporation and any successor in interest of the Corporation.

Exhibit 10.11
PLAN DESCRIPTION

Restated 1987 Stock Option and Appreciation Rights Plan of ONBANCorp, Inc.

Preamble

Pursuant to an Agreement and Plan of Reorganization dated as of January 31, 1989, Onondaga Savings Bank and ONBANCorp, Inc. ("ONBANCorp") agreed to a reorganization whereby ONBANCorp, Inc. would become the holder of all the outstanding stock of Onondaga Savings Bank and the holders of Onondaga Savings Bank common stock immediately prior to the reorganization would become the owners of all the issued and outstanding common stock of ONBANCorp, Inc.

Section 4.2 of the Agreement and Plan of Reorganization provided that, at the time of reorganization, the 1987 Stock Option and Appreciation Rights Plan of Onondaga Savings Bank (1987 ONBANK Stock Option Plan) would be continued and become a Stock Option Plan of ONBANCorp, Inc. (1987 ONBANCorp Stock Option Plan).

The 1987 ONBANK Stock Option Plan was approved by the shareholders of the Bank on April 19, 1988. Pursuant to regulations applicable to the Bank, the Superintendent of Banks of the New York State Banking Department also approved the 1987 ONBANK Stock Option and all subsequent amendments. The shareholders of the Bank and the Superintendent of Banks of the New York State Banking Department approved the Agreement and Plan of Reorganization on April 18, 1989 and July 13, 1989, respectively. This contained the above referenced section 4.2 providing for the transfer of the stock option plan to the Corporation. Effective upon the reorganization, dated September 18, 1989, the stock option plan was amended as approved by action of the Board of the Corporation which directed the appropriate officers to amend the stock option plan to reflect the reorganization. Accordingly, the 1987 ONBANCorp Stock Option Plan (formerly 1987 ONBANK Stock Option Plan) is hereby restated and shall hereafter be construed to reflect the fact that it is the Restated 1987 Stock Option and Appreciation Rights Plan of ONBANCorp, Inc.

ARTICLE I--Purpose

1.1 General Purpose of the Plan

The purpose of the plan is to promote the growth and profitability of the Corporation and to provide certain key executives of the Corporation with an incentive to achieve corporate objectives, to attract and retain key executives of outstanding competence and to provide such executives with an equity interest in the Corporation.

ARTICLE II--Definitions

The following definitions shall apply for purposes of the Plan, unless a different meaning is plainly indicated by the context:

2.1 Appreciation Right ("SAR") means a right granted pursuant to section 5.1.

2.2      Board of Directors means the Board of Directors of ONBANCorp.

2.3      Code means the Internal Revenue Code of 1986 (including the
         corresponding provisions of any succeeding law).

2.4      Committee means the Committee described in section 3.1.

2.5      Conversion Price means, with respect to a Share, the price per Share
         at which Shares were offered for sale to the depositors of Onodaga
         in the subscription offering of such Shares that was made in
         connection with the conversion of Onodaga from a New York mutual
         savings bank to a New York stock-form savings bank.

2.6      Corporation means ONBANCorp, its wholly owned subsidiary Onondaga,
         and any other subsidiary of ONBANCorp, which, with the prior
         approval of the Board of Directors and subject to such terms and
         conditions as the Board of Directors may impose, shall adopt this
         Plan.

2.7      Disability means a condition of total incapacity, mental or
         physical, to engage in any substantial gainful activity which the
         Committee shall have determined, on the basis of competent medical
         evidence, is likely to be permanent, is likely to result in death or
         has lasted, or can be expected to last, for a continuous period of
         at least twelve months.

2.8      Eligible Board Member means a member of the Board of Directors who
         is not currently and has not at any time during the immediately
         preceding one-year period been an Eligible Employee and is a
         "Disinterested Person" as such term is defined in Rule 16b-3 of the
         Securities Exchange Act of 1934.

2.9      Eligible Employee means an officer or an employee of the
         Corporation, including a member of the Board of Directors of the
         Corporation who is an officer or an employee of the Corporation,
         whom the Committee determines to be in a key executive position in
         the Corporation.

2.10     Exercise Price means the price per Share at which Shares subject to
         an Option may be purchased upon exercise of the Option, determined
         in accordance with section 4.4.

2.11     Fair Market Value means, with respect to a Share on a specified date:

                   (a) the average of the high and low quoted sales prices on
              the date in question (or, if there is no reported sale on such
              date, on the last preceding date on which any reported sale
              occurred) on the principal United States securities exchange on
              which the Shares are listed or admitted to trading; or

                   (b) if the Shares are not listed or admitted to trading on
              any such exchange, the closing bid quotation with respect to a
              Share on such date on the National Association of Securities
              Dealers, Inc., Automated Quotation System, or, if no such
              quotation is provided, on another similar system, selected by
              the Committee, then in use, or

                   (c) if sections 2.11(a) or (b) are not applicable, the
              Fair Market Value of a

              Share as the Committee may determine, taking into account,
              among other things, the difference between the market value and
              the book value of the shares of common stock of financial
              institutions comparable to the Corporation and the trend of the
              Corporation's earnings and its book capital account.

2.12     Incentive Stock Options means a right to purchase Shares that is
         granted pursuant to section 4.1 that is designated by the Committee
         to be an Incentive Stock Option and is intended to satisfy the
         requirements of section 422A of the Code.

2.13     Non-Qualified Stock Option means a right to purchase Shares that is
         granted pursuant to section 4.1 that is designated by the Committee
         to a Non-Qualified Stock Option and is not intended to satisfy the
         requirements of section 422A of the Code.

2.14     ONBANCorp means ONBANCorp, Inc. and any successor thereto.

2.15     Onondaga means Onondaga Savings Bank ("OnBank") and any successor
         thereto.

2.16     Option means either an Incentive Stock Option or a Non-Qualified
         Stock Option.

2.17     Option Period means the period during which an Option or an
         Appreciation Right may be exercised, determined in accordance with
         section 4.5.

2.18     Plan means the Restated 1987 Stock Option and Appreciation Rights
         Plan of ONBANCorp. Inc.

2.19     Share shall mean a share of common stock of ONBANCorp.

                           ARTICLE III--Administration

3.1      Committee. The Plan shall be administered by a Committee consisting
         of the members of the Compensation and Stock Option Committee
         ("Compensation Committee" or "Committee") of the Board of Directors
         who are Eligible Board Members (e.g. "Disinterested Persons" as such
         term is defined in Rule 16b-3 of the Securities Exchange Act of
         1934). If fewer than five members of the Compensation Committee are
         Eligible Board Members, then the Board of Directors shall appoint to
         the Committee such additional Eligible Board Members as shall be
         necessary to provide for a Committee consisting of at least five
         Eligible Board Members.

3.2      Committee Action. The Committee shall hold meetings, at least
         annually, and make such administrative rules and regulations as it
         may deem proper. The greater of (a) five members of the Committee or
         (b) a majority of the members of the Committee shall constitute a
         quorum, and the action of two-thirds of the members of the Committee
         present at a meeting at which a quorum is present, as well as
         actions taken pursuant to the unanimous written consent of all of
         the members of the Committee without holding a meeting shall be
         deemed to be actions of the Committee. All actions of the Committee
         shall be final and conclusive and shall be binding upon the
         Corporation

and all other interested parties. Any person dealing with the Committee shall be fully protected in relying upon any written notice, instructions, direction or other communication signed by the secretary of the Committee and one member of the Committee, by two members of the Committee or by a representative of the Committee authorized to sign the same in its behalf.

3.3 Committee Responsibilities. Subject to the terms and conditions of the Plan, the Committee shall be responsible for the overall management and administration of the Plan and shall have such authority as shall be necessary or appropriate in order to carry out its responsibilities, including, without limitation, the authority:

(a) to interpret and construe the Plan, and to determine all questions that may arise under the Plan as to eligibility for participation in the Plan, the amount of Options and Appreciation Rights, if any, to be granted, and the terms and conditions thereof;

(b) to adopt rules and regulations and to prescribe forms for the operation and administration of the Plan; and

(c) to take any other action not inconsistent with the provisions of the Plan that it may deem necessary or appropriate.

ARTICLE IV--Stock Options

4.1 In General. Subject to the limitations of the Plan, the Committee may, in its discretion, grant to an Eligible Employee an Option to purchase Shares. Any such Option shall be evidenced by a written agreement (the "Option Agreement") which shall:

(a) designate the Option as either an Incentive Stock Option or a Non-Qualified Stock Option;

(b) specify the number of Shares covered by the Option;

(c) specify the Exercise Price, determined in accordance with section 4.4, for the Shares subject to the Option;

(d) specify the Option Period, determined in accordance with section 4.5, for the Option;

(e) set forth specifically or incorporate by reference the applicable provisions of the Plan; and

(f) contain such other terms and conditions not inconsistent with the Plan as the Committee may, in its discretion, prescribe.

The Committee may grant pursuant to this Plan Options which would satisfy awards earned by Eligible Employees under the 1991 Long Term Incentive Plan of ONBANCorp, Inc. The Option Agreement shall specify whether the Options granted are to satisfy such awards.

4.2 Available Shares. Subject to section 6.3, the maximum aggregate number of Shares with respect to which Options may be granted at any time shall be equal to the excess of:

(a) 700,000 shares; over

(b) the sum of:

(i) the number of Shares with respect to which previously granted Options may then or may in the future be exercised; plus

(ii) the number of Shares with respect to which previously granted Options have been exercised.

For purposes of this section 4.2, an Option shall not be considered as having been exercised to the extent that such Option terminates by reason other than the purchase of the related Shares.

4.3 Size of Option. Subject to sections 4.2, 4.7 and 4.8, and such limitations as the Board of Directors may from time to time impose, the number of Shares as to which an Eligible Employee may be granted Options shall be determined by the Committee in its discretion.

4.4 Exercise Price. The price per Share at which an Option may be exercised shall be determined by the Committee, in its discretion; provided, however, that the Exercise Price established for any Option shall not be less than:

(a) the Fair Market Value of a Share on the date on which the Option is granted; or

(b) if less and such Option is granted no later than the date of the first meeting of the Board of Directors held following the conversion of Onondaga from a New York mutual savings bank to a New York stock-form savings bank, the Convention Price.

4.5 Option Period. The Option Period during which an Option may be exercised shall commence one year after the date on which the Option is granted and shall expire on the earliest of:

(a) the date specified by the Committee in the Option Agreement;

(b) in the case of an Incentive Stock Option, the last day of the three-month period commencing on the date of the Option holder's termination of employment with the Bank other than on account of death or Disability;

(c) in the case of an Incentive Stock Option, the last day of the one-year period commencing on the date of the Option holder's death or Disability; and

(d) the last day of the ten-year period commencing on the date on which the Option was granted.

4.6 Method of Exercise

(a) Subject to the limitations of the plan and the Option Agreement, an Option holder may, at any time during the Option Period, exercise his right to purchase all or any part of the Shares to which the Option relates; provided, however, that the minimum number of Shares which may be purchased shall be twenty
(20), or, if less, the total number of Shares relating to the Option which are then available for purchase. An Option holder shall exercise an Option to purchase Shares by:

(i) giving written notice to the Committee or its designate, in such form and manner as the Committee may prescribe, of his intent to exercise the Option;

(ii) delivering, to the Committee or its designate full payment for the Shares as to which the Option is to be exercised; and

(iii) satisfying such other conditions as may be prescribed in the Option agreement.

Payment shall be made (1) in United States dollars in cash or by certified check, money order or bank draft drawn payable to the order of ONBANCorp, or (2) by delivering a certificate or certificates evidencing the Option holder's ownership in Shares having a Fair Market Value equaling the Exercise Price of the Shares to be acquired.

(b) When the requirements of section 4.6(a) have been satisfied, the Committee or its designate shall take such action as is necessary to cause ONBANCorp to issue a stock certificate evidencing the Option holder's ownership of such Shares. The person exercising the Option shall have no right to vote or to receive dividends, nor have any other rights with respect to the Shares, prior to the date as of which such Shares are transferred to such person on the stock transfer records of ONBANCorp, and no adjustments shall be made for any dividends or other rights for which the record date is prior to the date as of which such transfer is effected, excepted, except as may be required under section 6.3.

4.7 Limitations on Options

(a) Shares acquired in connection with the exercise of an Option shall not be assignable or transferable, other than by will or by the laws of descent and distribution, during the six-month period commencing on the date of acquisition.

(b) An Option by its terms shall not be assignable or transferable by the Option holder other than by will or by the laws of descent and distribution, and shall be exercisable, during the lifetime of the Option holder, only by the Option holder.

(c) No person shall be granted an Option to the extent that the number of Shares subject to such Option, when added to the total number of Shares subject to other Options then outstanding to him and the number of Shares owned by him, represent more than 10%

of the total combined voting power of all classes of stock of ONBANCorp.

(d) The Corporation's obligation to deliver Shares with respect to an Option shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Option holder to whom such Shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of applicable federal, state or local law. It may be provided that any such representation shall become inoperative upon a registration of the Shares or upon the occurrence of any other event eliminating the necessity of such representation. The Corporation shall not be required to deliver any Shares under the Plan prior to (i) the admission of such Shares to listing on any stock exchange on which Shares may then be listed, or (ii) the completion of such registration or other qualification under any state or federal law, rule or regulation as the Committee shall determine to be necessary or advisable.

4.8 Additional Restrictions on Incentive Stock Options. In addition to the limitations of section 4.7, an Option designated by the Committee to be an Incentive Stock Option shall be subject to the following limitations:

(a) no Incentive Stock Option shall provide any person with a right to purchase Shares that first becomes exercisable during a prescribed calendar year if the sum of:

(i) the Fair Market Value (determined as of the date of grant) of the Shares subject to such Incentive Stock Option which first become available for purchase during such calendar year, plus

(ii) the Fair Market Value (determined as of the date of grant) of all Shares subject to other Incentive Stock Options previously granted to such person (pursuant to this Plan or any other plan of the Corporation) which first become available for purchase during such calendar year; exceeds $100,000.

ARTICLE V--Appreciation Rights

5.1 In General. If the Committee grants to an Eligible Employee an Incentive Stock Option or a Non-Qualified Stock Option, it may, in its discretion, simultaneously or thereafter grant to such Eligible Employee an Appreciation Right ("SAR") relating to all or any portion of the Shares relating to such Option. Any such stock Appreciation Right shall be evidenced by a written agreement which shall:

(a) identify the Option to which the Appreciation Right relates;

(b) specify the number of Shares covered by the Appreciation Right;

(c) specify the Exercise Price at which the Appreciation Right may be exercised; and

(d) contain such other terms and conditions not inconsistent with the Plan as the

Committee may, in its discretion, prescribe.

Except as provided otherwise in this Article V, Appreciation Rights shall be exercisable in accordance with and subject to the terms and conditions imposed under the Plan and the relevant Option Agreement.

5.2 Exercise of Appreciation Rights. A holder of an Appreciation Right who desires to exercise such Appreciation Right shall do so by delivering to the Committee or its designate advance written notice, in the form and manner which may be prescribed by the Committee, of his intent to exercise the Appreciation Right and of the proposed date of exercise. On the date of exercise or as soon thereafter as is practicable, the Corporation shall pay to the person exercising the Appreciation Right an amount equivalent to the excess of (a) the Fair Market Value of the Shares on the date of exercise, over (b) the Exercise Price of such Shares. Payment may, in the Committee's discretion, be made in cash (including check, bank draft or money order), in Shares equivalent in value to the excess of such Fair Market Value over such Exercise Price, or in a combination of cash and Shares which, together, are equivalent in value to the excess of such Fair Market Value over such Exercise Price.

5.3 Limitations on Exercise. In the discretion of the Committee, an Appreciation Right may not be exercisable, and the written agreement governing such Appreciation Right may provide that such Appreciation Right shall not be exercised, except in the event of a "change in control" of ONBANCorp. For purposes of this section 5.3, the term "change in control" of ONBANCorp shall means:

(a) the reorganization, merger or consolidation of ONBANCorp with one or more banks, savings banks, savings and loan associations or other financial institutions, other than a transaction as a result of which at least 51% of the ownership interests of the institutions resulting from such transaction are owned by individuals, who, prior to such transaction, owned as least 51% of the outstanding voting shares of ONBANCorp;

(b) the acquisition of substantially all of the assets of ONBANCorp or of more than 35% of the voting shares of ONBANCorp by any person or entity, or by any persons or entities acting in concert; or

(c) if at any time during a period of twenty-four (24) consecutive months, individuals who at the beginning of such period constitute the Board of Directors cease for any reason to constitute at least the majority thereof unless the election, or the nomination for election by ONBANCorp's stockholders, of each new director was approved by a vote of at least two-thirds (2/3) of the directors still in office who were directors at the beginning of such twenty-four (24) month period except if the approval of the election or nomination for election of such new director was in connection with an actual or threatened election contest.

5.4 Automatic Cancellation of Option(s) or Appreciation Right(s).

(a) Upon the exercise of an Appreciation Right granted in connection with an Option, the Option shall be cancelled to the extent of the number of shares as to which the Appreciation Right is exercised, and conversely,

(b) upon the exercise of an Option granted in connection with an Appreciation Right, the Appreciation Right shall be cancelled to the extent of the number of shares as to which the Option is exercised.

ARTICLE VI--Amendments and Termination

6.1 Termination. Subject to section 6.4, the Board of Directors may suspend or terminate the Plan in whole or in part at any time prior to April 30, 1997 by giving written notice of such suspension or termination to the Committee. Unless sooner terminated, the Plan shall terminate automatically on April 30, 1997.

6.2 Amendment. Subject to section 6.4, the Board of Directors may amend or revise the Plan in whole or in part at any time: provided, however, that, subject to section 6.3, the following amendments or revisions shall be subject to approval by the holders of at least a majority of the outstanding voting stock of ONBANCorp:

(a) an increase in the number of Shares as to which Options may be granted;

(b) a decrease in the Exercisable Price for an Option previously granted;

(c) an extension of the term of the Plan or an extension of the Option Period beyond the last day of the ten-year period commencing on the date on which the Option was granted for an Option previously granted;

(d) a change in the class of employees eligible to be granted Options;

(e) any other amendment which would materially increase the benefits accruing to participants in the Plan within the meaning of section 16b-3 of the Securities Exchange Act of 1934; and any change which requires an amendment of ONBANCorp's certificate of organization.

6.3 Adjustments in the Event of Reorganization or Recapitalization.

(a) In the event of any merger, consolidation, or other business reorganization in which ONBANCorp is the surviving entity, and in the event of any stock split, stock dividend or other event generally affecting the Shares held by each person who is then a holder of record of Shares, the Committee shall determine the appropriate adjustments, if any, to the maximum number of Shares with respect to which Options or Appreciation Rights may be granted under the Plan. the number of Shares as to which Options or Appreciation Rights have been granted under the Plan, and the Exercise Price therefor, if applicable, to preserve but not to increase the benefits under the plan.

(b) In the event of any merger, consolidation, or other business reorganization in which ONBANCorp is not the surviving entity:

(i) Any Option or Appreciation Rights granted under the Plan which remain outstanding may be cancelled by the Board upon written notice to each Option holder given at least 30 days in advance of the effective date of such merger, consolidation, business reorganization, liquidation or sale; and

(ii) Any Option or Appreciation Rights which are not cancelled pursuant to section 6.3(b)(i) shall be adjusted in such manner as the Committee shall deem appropriate to account for such merger, consolidation or other business reorganization.

6.4 Consent of Grantee. No amendment, suspension or termination of the plan shall be made that would materially adversely affect any grant previously made under the Plan without the consent of the grantee.

ARTICLE VII--Miscellaneous Provisions

7.1 Status as an Employee Benefit Plan. This Plan is not intended to satisfy the requirements for qualification under section 401(a) of the Code or to satisfy the definitional requirements for an "employee benefit plan" under section 3(3) of the Employee Retirement Income Security Act of 1974, as amended. It is intended to be a non-qualified incentive compensation program that is exempt from the regulatory requirements of the Employee Retirement Income Security Act of 1974, as amended. The Plan shall be construed and administered so as to effectuate this intent.

7.2 No Right to Continued Employment. Neither the establishment of the Plan nor any provisions of the Plan nor any action of the Board of Directors or the Committee with respect to the Plan shall be held or construed to confer upon any Eligible Employee any right to a continuation of employment by the Corporation. The Corporation reserves the right to dismiss any Eligible Employee or otherwise deal with any Eligible Employee to the same extent as though the Plan had not been adopted.

7.3 Construction of Language. Whenever appropriate in the Plan, words used in the singular

may be read in the plural, words used in the plural may be read in the singular, and words importing the masculine gender may read as referring equally to the feminine or the neuter. Any reference to an article or section number shall refer to an article or section of this Plan, unless otherwise indicated.

7.4 Governing Law. The Plan shall be construed and enforced in accordance with the laws of the State of Delaware, except to the extent that such laws are preempted by the federal laws of the United States of America.

7.5 Headings. The headings of articles and sections are included solely for convenience of reference. If there is any conflict between such headings and the text of the Plan, the text shall control.

7.6 Non-Alienation of Benefits. The right to receive a benefit under the Plan shall not be subject in any manner to anticipation, alienation or assignment, nor shall such right be liable for or subject to debts, contracts, liabilities, engagements or torts.

7.7 Taxes. The Corporation shall have the right to deduct from all amounts paid by the Corporation in cash with respect to an Option or an Appreciation Right under the Plan any taxes required by law to be withheld with respect to such Option or Appreciation Right. Where any persons is entitle to receive Shares pursuant to the exercise of an Option, the Corporation shall have the right to require such person to pay the Corporation the amount of any tax which the Corporation is required to withhold with respect to such Shares, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of Shares to cover the amount required to be withheld.

7.8 Notices. Any notice required or permitted to be given to a party under the Plan shall be deemed given if personally delivered or if mailed. postage pre-paid, by certified mail. return receipt requested, to the party at the address listed below, or at such other address as one such party may be written notice specify to the other:

(a) if to the Committee:

ONBANCorp, Inc.
101 South Salina Street
Syracuse, New York 13202
Attention: Treasurer of the Corporation

(b) If to an Option holder, to the Option holder's address as shown in the Corporation's personnel records.

7.9 Effective Date. The effective date of this Plan shall be August 6, 1987.

Exhibit 10.12

1992 ONBANCORP DIRECTORS' STOCK OPTION PLAN

Adopted December 23, 1991

1. Purpose

The purpose of the 1992 ONBANCorp Directors' Stock Option Plan is to secure for the Company and its stockholders the benefits of the incentive inherent in increased common stock ownership of non-employee Directors of the Company, and to encourage the highest level of performance by such directors by granting them non-qualified stock options to purchase common stock of the Company that will increase their proprietary interest in the Company's success and progress and their identification with the interests of the Company's stockholders.

2. Definitions

The following definitions shall apply for purposes of the Plan, unless a different meaning is plainly indicated by the context:

(a) Board means the Board of Directors of ONBANCorp, Inc.

(b) Certificate means an official stock certificate evidencing ownership of one or more shares of ONBANCorp, Inc. Common Stock.

(c) Code means the Internal Revenue Code of 1986 (including the corresponding provisions of any succeeding law).

(d) Committee means the Compensation & Stock Option Committee of the Board.

(e) Company means ONBANCorp, Inc.

(f) Disability means a condition of total incapacity, mental or physical, to engage in any substantial gainful activity which the Committee shall have determined, on the basis of competent medical evidence, is likely to be permanent, is likely to result in death or has lasted, or can be expected to last, for a continuous period of at least twelve months.

(g) Exercise Price means the price per Share at which Shares subject to an Option may be purchased upon exercise of the Option, determined in accordance with Paragraph 6(a).

(h) Fair Market Value means, with respect to a Share on a specified date:

(i) the average of the high and low quoted sales prices on the date in question (or, if there is no reported sale on such date, on the last preceding date on which any reported sale occurred) on the principal United States securities

exchange on which the Shares are listed or admitted to trading; or

(ii) if the Shares are not listed or admitted to trading on any such exchange, the closing bid quotation with respect to a Share on such date on the National Association of Securities Dealers, Inc., Automated Quotation System, or, if no such quotation is provided, on another similar system, selected by the Committee, then in use; or

(iii) if Paragraphs 2(h)(i) and (ii) are not applicable, the Fair Market Value of a Share as the Committee may determine, taking into account, among other things, the difference between the market value and the book value of the shares of common stock of financial institutions comparable to the Company and the trend of the Company's earnings and its book capital account.

(i) Non-Qualified Stock Option means a right to purchase Shares that is granted pursuant to section 6(b).

(j) ONBANCorp means ONBANCorp, Inc.

(k) Option means a Non-Qualified Stock Option.

(l) Option Agreement means a written agreement which specifies the number of shares covered by the Option, specifies the Exercise Price, incorporates by reference the entire Plan, and contains such other terms and conditions not inconsistent with the Plan as the Committee may in its discretion prescribe.

(m) Option Period means the period during which an Option may be exercised, determined in accordance with section 7.

(n) Plan means the 1992 ONBANCorp Directors' Stock Option Plan.

(o) Retirement means the termination of a Directors' status as a Director as a result of:

(i) such Director having attained the maximum age limitation for a Director set forth in the Company's By-Laws;

(ii) such Director not being re-elected to the Board at the expiration of his/her term; or

(iii) such Director resigning voluntarily as a Director or at the request of the Board for any reason other than for cause.

(p) Share means a share of common stock of ONBANCorp.

3. Administration

The Plan shall be administered by the Compensation and Stock Option Committee. The Committee shall have the powers vested in it by the terms of the Plan, such powers to include authority (within the limitations described herein) to prescribe the form of the agreement embodying awards of Options made under the Plan. The Committee shall, subject to the provisions of the Plan, grant Options under the Plan and shall have the power to construe the Plan, to determine all questions arising thereunder and to adopt and amend such rules and regulations for the administration of the Plan as it may deem desirable. Any decision of the Committee in the administration of the Plan, as described herein, shall be final and conclusive. The Committee may act only by a majority of its members in office, except that the members thereof may authorize any one or more of their number or the Treasurer or any other officer of the Company to execute and deliver documents on behalf of the Committee. No member of the Committee shall be liable for anything done or omitted to be done by such member or by any other member of the Committee in connection with the Plan, except for such member's own willful misconduct or as expressly provided by statute.

4. Amount of Shares

The Shares which may be issued and sold under the Plan will be the Common Stock (par value $1.00 per share) of the Company, of a total number not exceeding 100,000 shares, subject to adjustment as provided in Paragraph 8(c) below. The stock to be issued may be either authorized and unissued shares or issued Shares acquired by the Company. In the event that Options granted under the Plan shall terminate or expire without being exercised in whole or in part, new Options may be granted covering the Shares not purchased under such lapsed Options.

5. Eligibility

Each member of the Board of the Company who is not an employee of the Company or any of its subsidiaries (a "Non-Employee Director") shall be eligible to receive an Option in accordance with Paragraph 6 below. The adoption of this Plan shall be not deemed to give any director any right to be granted an option to purchase Common Stock of the Company, other than in accordance with the terms of this Plan.

6. Terms and Conditions of Options

Each Option granted under the Plan shall be evidenced by an agreement in such form as the Board shall prescribe from time to time in accordance with the Plan and shall comply with the following terms and conditions:

(a) The Option Exercise Price shall be the Fair Market Value of the Shares subject to such Option on the date the Option is granted.

(b) Each year, as of the date of the Annual Meeting of Stockholders of the Company, each Non-Employee Director who has been elected or re-elected or who is continuing as a member of the Board as of the adjournment of the Annual Meeting and who has not previously been granted Options pursuant to this Plan shall automatically receive an Option for 3,000 Shares.

(c) Subject to the limitations of the Plan and the Option Agreement, an Option holder may, at any time during the Option Period, exercise his/her right to purchase all or any part of the Shares to which the Option relates; provided, however, that the minimum number of Shares which may be purchased shall be twenty (20), or, if less, the total number of Shares relating to the Option which are then available for purchase and the maximum number of Shares which may be purchased shall be limited by Paragraph 7(b). An Option holder shall exercise an Option to purchase Shares by:

(i) giving written notice to the Committee or its designate, in such form and manner as the Committee may prescribe, of his/her intent to exercise the Option;

(ii) delivering to the Committee or its designate full payment for the Shares as to which the Option is to be exercised; and

(iii) satisfying such other conditions as may be prescribed in the Option Agreement.

Payment shall be made (1) in United States dollars in cash or by certified check, money order or bank draft drawn payable to the order of ONBANCorp, Inc., or (2) by delivering a certificate or certificates evidencing the Option holder's ownership in Shares valued at their Fair Market Value, or (3) through the withholding of Shares issuable upon exercise of the Option valued at their Fair Market Value on the date of exercise or (4) by a combination of the methods set forth in (1), (2) and (3). ONBANCorp may also enter into any arrangement permitted under applicable laws (including Section 16(c) of the Securities Exchange Act of 1934) to permit the "cashless" exercise of any Option.

(d) When the requirements of Paragraph 6(c) have been satisfied, the Committee or its designate shall take such action as is necessary to cause ONBANCorp to issue a Certificate evidencing the Option holder's ownership of such Shares. The person exercising the Option shall have no right to vote or to receive dividends, nor have any other rights with respect to the Shares, prior to the date as of which such Shares are transferred to such person on the stock transfer records of ONBANCorp, and no adjustments shall be made for any dividends or other rights for which the record date is prior to the date as of which such transfer is effected, except as may be required under Paragraph 8(c).

(e) Shares acquired in connection with the exercise of an Option shall not be assignable or transferable, other than by will or by the laws of descent and distribution, during any period which would cause such sale to be in violation of Section 16(b) of the Securities Exchange Act of 1934.

(f) An Option by its terms shall not be assignable or transferable by the Option holder other than by will or by the laws of descent and distribution, and shall be exercisable, during the lifetime of the Option holder, only by the Option holder or his/her legally appointed guardian.

(g) The Company's obligation to deliver Shares with respect to an Option shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Option holder to whom such Shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of applicable Federal, state or local law. It may be provided that any such representation shall become inoperative upon a registration of the Shares or upon the occurrence of any other event eliminating the necessity of such representation. The Company shall not be required to deliver any Shares under the Plan prior to (i) the admission of such Shares to listing on any stock exchange on which Shares may then be listed, or (ii) the completion of such registration or other qualification under any state or Federal law, rule or regulation as the Committee shall determine to be necessary or advisable.

7. Option Period

(a) The Option Period during which any portion of an Option may be exercised shall commence one year after the date on which the Option is granted and shall expire on the earlier of:

(i) The last day of the one-year period commencing on the date of the Option holder's Retirement, death or Disability; or

(ii) The last day of the ten-year period commencing on the date on which the Option was first exercisable.

(b) The Option shall become exercisable with respect to one-third (33-1/3%) of the total number of shares to the nearest whole Share of Common Stock covered by the Option beginning one year after the date on which the Option is granted; thereafter it shall become exercisable with respect to an additional one-third (33-1/3%) of the total number of shares to the nearest whole Share of Common Stock covered by the Option on each subsequent anniversary date of the grant of the Option until on the third anniversary date of the grant of the Option it shall become exercisable with respect to the total number of shares of Common Stock covered by the Option. In

the event the Non-Employee Director ceases to be a Non-Employee Director by reason of Retirement, death or Disability, all Options then held by such individual under this Plan shall then become immediately exercisable and shall expire as set forth in Paragraph 7(a).

8. Amendments and Termination

(a) Termination. Subject to Paragraph 8(d), the Board of Directors may suspend or terminate the Plan in whole or in part at any time prior to April 30, 2002 by giving written notice of such suspension or termination to the Committee. Unless sooner terminated, the Plan shall terminate automatically on April 30, 2002.

(b) Amendment. Subject to Paragraph 8(d), the Board of Directors may amend or revise the Plan in whole or in part at any time; provided, however, that it shall not be amended more than once every six (6) months other than to comply with the Internal Revenue Code of 1986, as amended, or the Employee Retirement Income Security Act of 1974, as amended, or the rules and regulations promulgated under such laws, and further provided that, subject to Paragraph 8(c), the following amendments or revisions shall be subject to approval by the holders of at least a majority of the outstanding voting stock of ONBANCorp:

(i) an increase of more than ten percent (10%) in the number of Shares as to which Options may be granted;

(ii) a decrease in the Exercise Price for an Option previously granted;

(iii) an extension of the term of the Plan or an extension of the Option Period beyond the last day of the ten-year period commencing on the date on which the Option was fully exercisable for an Option previously granted;

(iv) any other amendment which would materially increase the benefits accruing to participants in the Plan within the meaning of Section 16b-3 of the Securities Exchange Act of 1934; and

(v) any change which requires an amendment of ONBANCorp's certificate of organization.

(c) Adjustments in the Event of Reorganization or Recapitalization.

(i) in the event of any merger, consolidation, or other business reorganization in which ONBANCorp is the surviving entity, and in the event of any stock split, stock dividend or other event generally affecting the Shares held by each person who is then a holder of record of Shares, the Committee shall determine the appropriate adjustments, if any, to the maximum number of Shares with respect to which Options may be granted under the Plan, the number of Shares as to which Options have been granted under the Plan, and the Exercise Price therefor, if applicable, to preserve but not to increase the benefits under the Plan.

(ii) in the event of any merger, consolidation, or other business reorganization in which ONBANCorp is not the surviving entity:

(1) any Options granted under the Plan which remain outstanding may be cancelled by the Board upon written notice to each Option holder given at least 30 days in advance of the effective date of such merger, consolidation, business reorganization, liquidation or sale; and

(2) any Options which are not cancelled pursuant to Paragraph 8(c)(ii)(1) shall be adjusted in such manner as the Committee shall deem appropriate to account for such merger, consolidation or other business reorganization.

(d) Consent of Grantee. No amendment, suspension or termination of the Plan shall be made that would materially adversely affect any grant previously made under the Plan without the prior written consent of the grantee.

9. Miscellaneous Provisions

(a) No Right to Continued Directorship. Neither the establishment of the Plan nor any provisions of the Plan nor any action of the Board of Directors or the Committee with respect to the Plan shall be held or construed to confer upon any Director any right to a continuation of his/her status as a Director of the Company. The Board and Shareholders reserve the right to terminate any Director or otherwise deal with any Director to the same extent as though the Plan had not been adopted.

(b) Construction of Language. Whenever appropriate in the Plan, words used in the singular may be read in the plural, words used in the plural may be read in the singular, and words importing the masculine gender may read as referring equally to the feminine or the neuter. Any reference to an article or section number shall refer to an article or section of this Plan, unless otherwise indicated.

(c) Governing Law. The Plan shall be constructed and enforced in accordance with the laws of the State of Delaware, except to the extent that such laws are preempted by the Federal laws of the United States of America.

(d) Headings. The headings of articles and sections are included solely for convenience of reference. If there is any conflict between such headings and the text of the Plan, the text shall control.

(e) Non-Alienation of Benefits. The right to receive a benefit under the Plan shall not be subject in any manner to anticipation, alienation or assignment, nor shall such right be liable for or subject to debts, contracts, liabilities, engagements or torts.

(f) Taxes. Where any Person is entitled to receive Shares pursuant to the exercise of an Option, the Corporation shall have the right to require such person to pay the Corporation the amount of any tax which the Corporation is required to withhold with respect to such Shares, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of Shares to cover the amount required to be withheld.

(g) Notices. Any notice required or permitted to be given to a party under the Plan shall be deemed given if personally delivered or if mailed, postage pre-paid, by certified mail, return receipt requested, to the party at the address listed below, or at such other address as one such party may by written notice specify to the other:

(i) If to the Committee:

ONBANCorp, Inc.
Attention: Treasurer of the Company
101 South Salina Street
P.O. Box 4983
Syracuse, New York 13221

or, if different, to ONBANCorp's then existing
corporate headquarters;

(ii) If to an Option holder, to the Option holder's address as shown in the Company's personnel records.

(h) Effective Date. The Plan shall become effective as of April 21, 1992 or such later date as the Board may determine, provided that the Company's stockholders shall have adopted the Plan at the Company's 1992 Annual Meeting of Stockholders.

Exhibit 10.13
FRANKLIN FIRST FINANCIAL CORP.
1988 STOCK INCENTIVE PLAN

Adopted May 19, 1988
Amended July 5, 1988

1. Definitions. As used herein, the following terms have the meanings hereinafter set forth.

(a) "Affiliate" shall mean a corporation which is a parent corporation or a subsidiary corporation with respect to the Company within the meaning of section 425(e) or 425(f) of the Code.

(b) "Award" shall mean a transfer of Common Stock subject to conditions of forfeiture (or the right to purchase Common Stock subject to conditions of forfeiture) made pursuant to Sections 3 and 10 of the Plan.

(c) "Award Agreement" shall mean the agreement between the Company and a Grantee with respect to an Award made pursuant to the Plan.

(d) "Board" shall mean the Board of Directors of the Company or of an Affiliate; "Company's Board" shall mean the Board of Directors of Franklin First Financial Corp.

(e) "Code" shall mean the Internal Revenue Code of 1986, as amended, and the same as may be further amended from time to time.

(f) "Committee" shall mean the Company's Board, subject to the right of the Board of Directors to designate by unanimous vote some other committee to make recommendations to it for the grant of Options and Awards and/or to assume other designated responsibilities in the administration of the Plan. Until another committee is so designated, the Operations Committee of the Company's Board is designated to make recommendations to the Committee regarding the granting of Options and Awards.

(g) "Common Stock" shall mean the Company's common stock, par value $0.01 per share.

(h) "Company" shall mean Franklin First Financial Corp., a Pennsylvania business corporation.

(i) "Grantee" shall mean a person to whom an Award has been granted pursuant to the Plan.

(j) "Incentive Stock Option" or "ISO" shall mean an Option granted pursuant to the Plan, which is intended to constitute an incentive stock option within the

meaning of section 42 A(b) of the Code.

(k) "Option" shall mean the right to purchase Common Stock granted pursuant to Sections 3 and 7 of the Plan.

(l) "Option Agreement" shall mean the agreement between the Company and the Optionee under which the Optionee may purchase Common Stock pursuant to the Plan.

(m) "Optionee" shall mean a person to whom an Option has been granted pursuant to the Plan.

(n) "Plan" shall mean the Franklin First Financial Corp. 1988 Stock Incentive Plan, as set forth herein, and the same as may be amended from time to time.

(o) "Stock Appreciation Right" or "SAR" shall mean the right granted pursuant to the Plan in connection with an Option to surrender the Option and receive in exchange therefor an amount equal to the excess of the fair market value of the Common Stock subject to the Option so surrendered over the exercise price of the Option.

2. Purpose. The Plan is intended as an additional incentive to key employees and non-employee members of the Board to enter into or remain in the employ of the Company or any Affiliate or to serve on the Board and to devote themselves to the Company's success and to reward past service of such persons by providing them with an opportunity to acquire or increase a proprietary interest in the Company through receipt of Awards and/or Options.

3. Administration. The Plan shall be administered by the Committee.

(a) Meetings. The Committee shall hold meetings at such times and places as it may determine. Acts approved at a meeting by a majority of the members of the Committee or acts approved in writing by the unanimous consent of the members of the Committee shall be the valid acts of the Committee.

(b) Grants. The Committee shall from time to time at its discretion grant Awards and Options pursuant to the terms of the Plan. Subject to Section 4, the Committee shall have plenary authority to determine the persons to whom and the times at which Awards or Options shall be granted, the number of shares of Common Stock to be covered thereby and the price and other terms and conditions thereof, including in the case of an Option a specification with respect to whether or not the Option is intended to be an ISO and/or to include an SAR. In making such determinations the Committee may take into account the nature of the person's services and responsibilities, the person's present and potential contribution to the Company's success and such other factors as it may deem relevant. The interpretation and construction by the Committee of any provision of the Plan or of any Award or Option granted under it shall be final, binding

and conclusive.

(c) Exculpation. Each member of the Committee shall be exculpated from personal liability for services in connection with the Plan to the same extent that directors of the Company would be exculpated from liability for their services on the Board pursuant to any applicable provision of law or the terms of the Company's Articles of Incorporation or By-laws.

(d) Indemnification. Each member of the Board or of the Committee shall be entitled without further act on his part to indemnity from the Company to the fullest extent provided by applicable law and the Company's Articles of Incorporation or By-laws in connection with or arising out of any action, suit or proceeding with respect to the administration of the Plan or the granting of Awards or Options under it in which he may be involved by reason of his being or having been a member of the Board or the Committee, whether or not he continues to be such member of the Board or the Committee at the time of the action, suit or proceeding.

4. Eligibility.

(a) Key Employees. All key employees of the Company or an Affiliate (including members of the Board who are key employees) shall be eligible to receive Awards or Options hereunder. The Committee, in its sole discretion, shall determine whether an individual qualifies as a key employee.

(b) Current Outside Directors. On the date this Plan becomes effective under subsection 6(a), each person then serving on the Board who is not an employee of the Company or an Affiliate shall be granted an Option to purchase 5,000 shares of Common Stock at an exercise price equal to the initial offering price of the Common Stock. Except as provided in this subsection, no non-employee director of the Company or an Affiliate on the date this Plan becomes effective shall be eligible to be granted Options or Awards under this Plan.

(c) Future Outside Directors. Each person who begins his initial service on the Board after the date this Plan becomes effective shall be eligible to receive Options but not Awards hereunder; however, any Option shall not be an ISO unless such person is also an employee of the Company or an Affiliate. The Committee shall specify at the time of grant of an Option whether such Option includes a SAR.

5. Shares. The aggregate maximum number of shares of the Common Stock for which Awards or Options may be issued under the Plan is 517,500 shares, adjusted as provided in Section 11. Shares shall be issued from authorized and unissued Common Stock or Common Stock held in or hereafter acquired for the treasury of the Company. If any outstanding Option granted under the Plan expires, lapses or is terminated for any reason or if any shares which are subject to an Award are forfeited for any reason, the Shares allocable thereto may again be the subject of an Award or Option granted pursuant

to the Plan.

6. Effective Date and Term of the Plan.

(a) Effective Date. The Plan shall be effective as of the date of the commencement of the Company's initial underwritten public offering of its Common Stock. If the Plan is not approved within one year after such effective date by a majority of the outstanding voting stock of the Company voting either in person or by proxy, at a duly called meeting of the shareholders, then no Option granted pursuant to the Plan shall be an ISO and all ISOs previously granted under the Plan shall remain outstanding but shall not be treated as ISOs.

(b) Term. This Plan shall terminate on May 18, 1998, and no Option or Award shall be granted hereunder after May 18, 1998.

7. Terms and Conditions of Options. Options granted pursuant to the Plan shall be evidenced by written Option Agreements in such form as the Committee shall from time to time approve, which Option Agreements shall comply with and be subject to the following terms and conditions and such other terms and conditions which the Committee shall from time to time require which are not inconsistent with the terms of the Plan.

(a) Number of Shares. Each Option Agreement shall state the number of shares to which it pertains.

(b) Exercise Price. Each Option Agreement shall state the exercise price at which shares covered by the Option may be purchased. In the case of an ISO, the exercise price shall be at least 100% of the fair market value of the Common Stock on the date the ISO is granted and, in the case of an Option that is not an ISO, the exercise price shall be at least 85% of the fair market value of the Common Stock on the date such Option is granted, as fair market value determined by the Committee; provided, however, if an ISO is granted to an Optionee who then owns, directly or by attribution under section 425(d) of the Code, shares possessing more than ten percent of the total combined voting power of all classes of stock of the Company or an Affiliate, then the exercise price shall be at least 110% of the fair market value of the shares on the date the Option is granted. If the Common Stock is traded in a public market, then the fair market value per share shall be the mean between the closing "bid" and "asked" prices thereof or the mean between the highest and lowest quoted selling prices thereof, as applicable, as the Committee determines, on the day the Option is granted as reported in customary financial reporting services.

(c) Medium of Payment. An Optionee shall pay for shares (i) in cash, (ii) by certified check payable to the order of the Company, or (iii) by such other mode of payment as the Committee may approve. Furthermore, the Committee may provide in an Option Agreement that payment may be made all or in part in shares of the Common

Stock held by the Optionee. If payment is made in whole or in part in shares of the Common Stock, then the Optionee shall deliver to the Company certificates registered in the name of such Optionee representing shares of Common Stock owned by such Optionee, free of all liens, claims and encumbrances of every kind, accompanied by stock powers duly endorsed in blank by the Optionee. For purposes of determining the amount of payment, shares of Common Stock tendered as payment by the Optionee shall be valued at fair market value (as determined by the Committee under subsection 6(b)) on the date of exercise (as determined under Section 9). Notwithstanding the foregoing, the Committee, in its sole discretion, may refuse to accept shares of Common Stock in payment of the exercise price. In that event, any certificates representing shares of Common Stock which were delivered to the Company shall be returned to the Optionee with notice of the refusal of the Committee to accept such shares in payment of the exercise price. The Committee may impose from time to time such limitations and prohibitions on the use of shares of the Common Stock to exercise an Option as it deems appropriate.

(d) Termination of Options. No Option shall be exercisable after the first to occur of the following:

(i) Expiration of the term specified in the Option Agreement, which shall not exceed (A) ten years from the date of grant, or (B) five years from the date of grant with respect to an ISO if the Optionee on the date of grant owns, directly or by attribution under section 425(d) of the Code, shares possessing more than ten percent of the total combined voting power of all classes of stock of the Company or of an Affiliate;

(ii) Termination of the Optionee's employment or service with the Company and its Affiliates, subject to such additional periods not to exceed one year as the Committee shall determine, which periods may vary with the reason for termination including, without limitation, the Optionee's death, disability or retirement;

(iii) The date set by the Committee to be an accelerated expiration date in the event of dissolution or liquidation of the Company or consummation of any acquisition or business combination transaction in which the Company is not the surviving or acquiring entity or in which the Company becomes an 80% or more owned subsidiary of another person or company, in which case the Committee may take whatever other action with respect to the Option, including acceleration of any exercise provisions, it deems necessary or desirable; or

(iv) A finding by the Committee, after full consideration of the facts presented on behalf of both the Company and the Optionee, that the Optionee has breached his employment or service contract with the Company or an Affiliate, or has been engaged in any sort of disloyalty to the Company or an Affiliate, including, without limitation, fraud, embezzlement, theft, commission of a felony or proven dishonesty in the course of his employment or service or has disclosed trade secrets or confidential

information of the Company or an Affiliate. In such event, in addition to immediate termination of the Option, the Optionee, upon a determination by the Committee, shall automatically forfeit all shares for which the Company has not yet delivered the share certificates upon refund by the Company of the exercise price.

(e) Transfers. No Option granted under the Plan may be transferred, except by will or by the laws of descent and distribution. During the lifetime of the person to whom an Option is granted, such Option may be exercised only by him or his legal representative in the event of his incompetence.

(f) Other Provisions. The Option Agreements shall contain such other provisions including, without limitation, additional restrictions upon the exercise of the Option or additional limitations upon the term of the Option, as the Committee shall deem advisable.

(g) Amendment. The Committee shall have the right to amend Option Agreements issued to an Optionee subject to his consent, except that the consent of the Optionee shall not be required for any amendment made under subsection 7(d)(iii).

8. Stock Appreciation Rights (SARs).

(a) In General. Subject to the terms and conditions of the Plan, the Committee may, in its sole and absolute discretion, grant to an Optionee in connection with an Option rights to surrender to the Company, in whole or in part, an Option, and to receive in exchange therefor payment by the Company of an amount equal to the excess of the fair market value of the shares of Common Stock subject to such Option, or portion thereof, so surrendered (determined in the manner described in subsection 7(b) as of the date the SARs are exercised) over the exercise price to acquire such shares. Such payment may be made, as determined by the Committee in accordance with subsection 8(c) below and set forth in the Option Agreement, either in shares of Common Stock or in cash or in any combination thereof.

(b) Grant. Each SAR shall relate to a specific Option granted under the Plan and shall be granted to the Optionee concurrently with the grant of such Option by inclusion of appropriate provisions in the Option Agreement pertaining thereto. The number of SARs granted to an Optionee shall not exceed the number of shares of Common Stock which such Optionee is entitled to purchase pursuant to the related Option. The number of SARs held by an Optionee shall be reduced by (i) the number of SARs exercised under the provisions of the Option Agreement pertaining to the related Option, and (ii) the number of shares of Common Stock purchased pursuant to the exercise of the related Option.

(c) Payment. The Committee shall have sole discretion to determine whether, and shall set forth in the Option Agreement pertaining to the related Option the circumstances under which, payment in respect of SARs granted to any Optionee shall be

made in shares of Common Stock, or in cash, or in a combination thereof. If payment is made in Common Stock, the number of shares of Common Stock which shall be issued pursuant to the exercise of SARs shall be determined by dividing
(i) the total number of SARs being exercised, multiplied by the amount by which the fair market value (as determined under subsection 7(b)) of a share of Common Stock on the exercise date exceeds the exercise price for shares covered by the related Option, by (ii) the fair market value of a share of Common Stock on the exercise date of the SARs. No fractional share of Common Stock shall be issued on exercise of an SAR; cash shall be paid by the Company to the individual exercising an SAR in lieu of any such fractional share. If payment on exercise of an SAR is to be made in cash, the individual exercising the SAR shall receive in respect of each share to which exercise relates an amount of money equal to the difference between the fair market value of a share of Common Stock on the exercise date and the exercise price for shares covered by the related Option.

(d) Limitations. SARs shall be exercisable at such times and under such terms and conditions as the Committee, in its sole and absolute discretion, shall determine and set forth in the Option Agreements pertaining to the related Options; provided, however, that an SAR may be exercised only at such times and by such individuals as the related Option under the Plan and the Option Agreement may be exercised.

9. Exercise. No Option or SAR associated therewith shall be deemed to have been exercised prior to the receipt by the Company of written notice of such exercise and, in the case of an Option exercise, of payment in full of the exercise price for the shares to be purchased. The date on which the Company receives such notice, together with payment of the exercise price and all information or acknowledgements required herein, shall be the exercise date of the Option or SAR. Each such notice shall specify the number of shares to which the exercise pertains and, in the case of an Option, shall (unless the shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933, as amended (the "Act")), contain the Optionee's acknowledgment in form and substance satisfactory to the Company that (a) such shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (b) the Optionee has been advised and understands that
(i) the shares have not been registered under the Act and are "restricted securities" within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (ii) the Company is under no obligation to register the shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (c) such shares may not be transferred without compliance with all applicable federal and state securities laws, and (d) an appropriate legend referring to the foregoing restrictions on transfer may be endorsed on the certificates. Notwithstanding the above, should the Company be advised by counsel that issuance of shares should be delayed pending (A) registration under federal or state securities laws or (B) the receipt of an opinion that an appropriate exemption therefrom is

available, the Company may defer exercise of any Option granted hereunder until either such event in (A) or (B) has occurred.

10. Terms and Conditions of Awards. Awards granted pursuant to the Plan shall be evidenced by written Award Agreements in such form as the Committee shall from time to time approve, which Award Agreements shall comply with and be subject to the following terms and conditions and such other terms and conditions which the Committee shall from time to time require which are not inconsistent with the terms of the Plan.

(a) Number of Shares. Each Award Agreement shall state the number of shares of Common Stock to which it pertains.

(b) Purchase Price. Each Award Agreement shall specify the purchase price, if any, which applies to the Award. If the Board specifies a purchase price, the Grantee shall be required to make payment on or before the date specified in the Award Agreement, which date shall not be more than 30 days from the date the Award is made. Grantee shall pay for shares (i) in cash, (ii) by certified check payable to the order of the Company, or (iii) by such other mode of payment as the Committee may approve.

(c) Transfer. In the case of an Award which provides for a transfer of shares without any payment by the Grantee, the transfer shall take place on the date specified in the Award Agreement. In the case of an Award which provides for a payment, the transfer shall take place on the date payment is delivered to the Company. Stock certificates evidencing shares transferred pursuant to an Award shall be issued in the sole name of the Grantee. Notwithstanding the foregoing, as a precondition to a transfer, the Company may require an acknowledgement by the Grantee as required under Section 9.

(d) Forfeiture Conditions. The Committee shall specify in an Award Agreement the conditions under which the Grantee of that Award shall be required to convey to the Company the shares covered by the Award. Upon the occurrence of any such specified condition, the Grantee shall forthwith surrender and deliver to the Company the certificates evidencing such shares as well as completely executed instruments of conveyance. The Committee, in its discretion, may provide that certificates for shares transferred pursuant to an Award be held in escrow by the Company or an appropriate officer of the Company until such time as each and every forfeiture condition has lapsed and that the Grantee be required, as a condition of the transfer, to deliver to such escrow agent stock powers covering the transferred shares duly endorsed by the Grantee. Stock certificates evidencing shares subject to forfeiture shall bear a legend to the effect that the Common Stock evidenced thereby is subject to repurchase or conveyance to the Company in accordance with an Award made under the Plan and that the shares may not be sold or otherwise transferred.

(e) Lapse of Conditions. Upon termination or lapse of each and every

forfeiture condition, the Company shall cause certificates without the legend referring to the Company's repurchase right (but with any other legends that may be appropriate) evidencing the shares covered by the Award to be issued to the Grantee upon the Grantee's surrender of the legended certificates held by him to the Company.

(f) Rights as Shareholder. Upon payment of the purchase price, if any, for shares covered by an Award and compliance with the acknowledgement requirement of subsection 10(c), the Grantee shall have all of the rights of a shareholder with respect to the shares of Common Stock covered thereby, including the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto.

11. Adjustments on Changes in Capitalization. The aggregate number of shares and class of shares as to which Awards or Options may be granted hereunder, the number of shares covered by each outstanding Option and the exercise price thereof, and the number of shares subject to forfeiture with respect to each Award shall be appropriately adjusted in the event of a stock dividend, stock split, recapitalization or other change in the number or class of issued and outstanding equity securities of the Company resulting from a subdivision or consolidation of the Common Stock and/or other outstanding equity security or a recapitalization or other capital adjustment (not including the issuance of Common Stock on the conversion of other securities of the Company which are convertible into Common Stock) affecting the Common Stock which is effected without receipt of consideration by the Company. In the event of any adjustment relating to shares covered by an Award and still subject to forfeiture, the foregoing provisions and the provisions of subsection 10(d) shall apply to the certificates issued in connection with the adjustment. The Committee shall have authority to determine the adjustments to be made under this Section and any such determination by the Committee shall be final, binding and conclusive; provided, however, that no adjustment shall be made which will cause an ISO to lose its status as such without the consent of the Optionee.

12. Amendment of the Plan. The Company's Board may amend the Plan from time to time in such manner as it may deem advisable. Nevertheless, the Company's Board may not, without obtaining approval by vote of a majority of the outstanding voting stock of the Company, within twelve months before or after such action, change the class of individuals eligible to receive an ISO, extend the expiration date of the Plan or increase the maximum number of shares as to which Awards or Options may be granted, except as provided in Section 11 hereof. No amendment to the Plan shall adversely affect any outstanding Option or Award, however, without the consent of its holder.

13. Continued Employment. The grant of an Award or Option pursuant to the Plan shall not be construed to imply or to constitute evidence of any agreement, express or implied, on the part of the Company or any Affiliate to retain an Optionee or Grantee in the employ of the Company or an Affiliate or as a member of the Board or in any other capacity.

14. Withholding of Taxes. Whenever the Company proposes or is required to deliver or transfer shares or cash in connection with the exercise of an Option, SAR or Award, the company shall have the right to (a) require the intended transferee to remit or otherwise make available to the Company an amount sufficient to satisfy any federal, state and/or local withholding tax requirements prior to the delivery or transfer of any certificate or certificates for such shares or (b) take whatever action it deems necessary to protect its interests with respect to tax liabilities, including, without limitation, withholding a portion of any shares or cash otherwise deliverable pursuant to the Plan. The Company's obligation to make any delivery or transfer of shares under the Plan shall be conditioned on the Optionee's or Grantee's compliance with any withholding requirement to the satisfaction of the Company.

Exhibit 10.14

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this "Agreement"), made and entered into as of the Effective Date (as hereinafter defined), between First Empire State Corporation, a New York corporation (the "Company"), and Robert J. Bennett (the "Executive");

WHEREAS, the Executive is employed by ONBANCorp, Inc. ("OBC") as Chief Executive Officer and the Executive possesses intimate knowledge of the business and affairs of OBC and has acquired certain confidential information and data with respect to OBC;

WHEREAS, pursuant to the Agreement and Plan of Reorganization, dated as of October 28, 1997 among the Company, OBC and a subsidiary of the Company ("Merger Sub") (the "Merger Agreement"), Merger Sub will merge into OBC (the "Merger");

WHEREAS, the Company desires to secure the continued employment of the Executive in accordance herewith, effective upon the date of the consummation of the Merger pursuant to the Merger Agreement (the "Effective Date");

WHEREAS, the Executive is a party to the Employment Agreement with OBC and OnBank & Trust Co., dated as of September 1, 1996 (the "Prior Agreement");

WHEREAS, the Executive would be entitled to receive certain severance payments and benefits pursuant to the Prior Agreement upon termination of employment with OBC following the Effective Date;

WHEREAS, the Executive intends to forego the right to receive such payments and benefits by entering into this Agreement;

WHEREAS, in addition to the Company's desire to secure the continued employment of the Executive during the Employment Period (as defined below), the Company has determined that it is of the utmost importance to assure itself of retaining the Executive's services during the critical period following the Merger to assist in the integration of the operations of the Company and OBC;

WHEREAS, the parties now desire to enter into an agreement setting forth the terms and conditions of the employment relationship of the Executive with the Company and to provide for termination of the Prior Agreement;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, it is hereby agreed as follows:

1. Definitions.

(a) "Board" shall mean the Board of Directors of the Company.

(b) "Cause" shall mean (i) the engaging by the Executive in intentional conduct not taken in good faith which has caused demonstrable and serious financial injury to the Company, as evidenced by a determination in a binding and final judgment, order or decree against the Executive of a court or administrative agency of compe tent jurisdiction, in effect after exhaustion or lapse of all rights of appeal; (ii) the Executive's conviction of a felony (as evidenced by a binding and final judgment, order or decree of a court of competent jurisdiction, in effect after exhaustion of all rights of appeal); or
(iii) continuing willful and unreasonable refusal by the Executive to perform the Executive's duties or responsi bilities (unless significantly changed without the Execu tive's written consent).

(c) "Code" shall mean the Internal Revenue Code of 1986, including any amendments thereto or succes sor tax codes thereof.

(d) "Company Retirement Plan" shall mean the Retirement Plan of ONBANCorp, Inc. or any replacement or successor plan.

(e) "Good Reason" shall mean any breach of this Agreement by the Company, including without limitation:

(i) the removal of the Executive from his position as, or any failure to reelect or reappoint the Executive as, the Chairman of the Company and Vice Chairman of the Manufacturers and Traders Trust Company (the "Bank"), except in the event that such removal or failure to reelect or reappoint relates to the termination by the Company of the Executive's employment for Cause or by reason of disability pursuant to Section 10 hereof; or

(ii) failure by the Company to obtain the assumption of this Agreement as contemplated by Section 18(a) hereof.

(f) "Management Group" shall mean the commit tee of executive officers responsible for the management of the business and affairs of the Company and the Bank.

(g) "Termination Date" shall mean (i) if the Executive's employment is terminated by the Executive's death, the date of death; (ii) if the Executive's employ ment is terminated for purposes of this Agreement by reason of disability pursuant to Section 10 hereof, the earlier of thirty days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iii) if the Executive's employment is terminated by the Executive voluntarily (other than for Good Rea-

son), the date the Notice of Termination is given; and (iv) if the Executive's employment is terminated by the Company, whether or not for Cause, (other than by reason of disability pursuant to Section 10 hereof) or by the Executive for Good Reason, the earlier of thirty days after the Notice of Termination is given or one day prior to the end of the Employment Period.

2. Employment; Employment Period.

(a) On the Effective Date, the Company shall employ the Executive, and the Executive will be employed by the Company, in accordance with the terms of this Agreement for the period set forth below (the "Employment Period").

(b) The Employment Period shall commence as of the Effective Date and shall continue until July 1, 2001; provided, however, that if the Merger Agreement is termi nated in accordance with its terms, then, at the time of such termination, this Agreement shall terminate and be of no force or effect. This Agreement shall be of no force and effect unless and until the Effective Date occurs.

(c) The Prior Agreement shall terminate, without any consideration paid thereunder, effective as of the Effective Date, and from and after such date the

Prior Agreement shall be void and of no force and effect. In consideration for such cancellation of the Prior Agreement, the Company shall pay to the Executive $2,000,000 (the "Special Payment") in a lump sum cash payment which shall be paid to the Executive on the Effective Date. It is understood and agreed that this Section 2 constitutes a waiver, modification and discharge of the Prior Agreement for purposes of Section 7 thereof.

3. Duties. During the Employment Period, the Executive shall serve as the Chairman of the Company and Vice Chairman of the Bank and shall devote the Executive's business time, attention and skill exclusively to the business and affairs of the Company and its subsidiaries, as such business and affairs now exist and as they may hereafter be conducted. The Company agrees to sponsor the Executive's election and reelection to the Board and the Board of Directors of the Bank during the Employment Period. During the Employment Period, the Executive shall also serve in such other capacities as the Executive and the Company shall mutu ally agree. The services which are to be performed by the Executive hereunder are to be rendered in the same metropolitan area in which the Executive was employed immediately

prior to the Effective Date unless otherwise mutually agreed upon; provided, however, that, notwith standing the foregoing, the Executive shall attend the meetings of the Management Group, of the Boards of Direc tors of the Company and the Bank and of those committees of such boards on which the Executive serves, at whatever shall be the normal locations for such meetings.

4. Compensation. During the Employment Period, the Executive shall be compensated as follows:

(a) The Executive shall receive, in accordance with the Company's standard payroll policies, an annual base salary of not less than $550,000.

(b) The Executive shall receive fringe bene fits at least equal in value in the aggregate to those provided for the Executive immediately prior to the Effective Date and shall be provided with use of an automobile and club memberships at least on the same basis as immediately prior to the Effective Date.

(c) The Executive shall receive annual bonuses (each, an "Annual Bonus"), each of which shall be at least equal to 100% of the annual bonus awarded to the most highly compensated member of the Management Group (the "Most Highly Compensated Officer") and the Executive shall be eligible to receive other non-equity-based and

equity-based bonuses and awards (each, a "Long-Term Award") which shall be at least equal to 70% of the Long- Term Awards made to the Most Highly Compensated Officer. The Annual Bonus and the Long-Term Award shall each be paid at a time and in a manner consistent with the time and manner in which each Annual Bonus and the Long-Term Award are paid to the Most Highly Compensated Officer in accordance with the terms of such plans. For purposes of this paragraph (c), compensation shall be measured as the aggregate of annual base salary and any bonus awarded under the First Empire State Corporation Executive Incen tive Compensation Plan.

(d) The Executive shall be entitled to partic ipate in all of the employee benefit plans and arrange ments made available by the Company to members of the Management Group, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements; provided, however, that the Executive shall be entitled to participate in such plans and arrangements only to the extent that the benefits provided thereunder do not duplicate, in type, the bene fits provided under Sections 4(b) and (c).

(e) The Executive shall annually be entitled to not less than the amount of paid vacation and not

fewer than the number of paid holidays to which the Executive was entitled annually immediately prior to the Effective Date or such greater amount of paid vacation and number of paid holidays as may be made available annually to other members of the Management Group.

5. Retention Bonus. The Company shall pay to the Executive a retention bonus of $1,000,000 (the "Retention Bonus") on the first anniversary of the Effective Date.

6. Termination For Cause or Without Good Reason. If the Executive's employment is terminated during the Employment Period by the Company for Cause, then the Executive shall be entitled to receive the Accrued Bene fits pursuant to Section 8, the total amount of the Retention Bonus (if not previously paid) and shall not receive any compensation pursuant to Section 4 with respect to periods following the Termination Date. If the Executive's employment is terminated during the Employment Period due to the Executive's voluntarily terminating his employment other than for Good Reason (any such termination to be subject to the procedures set forth in Section 11 hereof), then the Executive shall be entitled to receive the Accrued Benefits pursuant to Section 8 and shall not receive any compensation pursuant

to Section 4 with respect to periods following the Termi nation Date.

7. Termination for Good Reason or Without Cause.

If the Executive's employment is terminated (A) during the Employment Period by the Executive for Good Reason or (B) during the Employment Period by the Company other than by reason of (i) death, (ii) disability pursu ant to Section 10 hereof, or (iii) Cause (any such termi nations to be subject to the procedures set forth in Section 11 hereof), then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits and (in lieu of any compensation pursuant to Section 4 with respect to periods following the Termina tion Date), as liquidated damages and additional sever ance pay, the following additional payments and benefits:

(i) No later than five days following the Termina tion Date, the Company shall pay to the Executive the total amount of the Retention Bonus (if not previously paid);

(ii) No later than five days following the Termina tion Date, the Company shall pay to the Executive the total amount of base salary and Annual Bonus (at a rate equal to 100% of the annual bonus of the Most Highly Compensated Officer with respect to the year immediately

prior to the year in which the Termination Date occurred) that would have been payable to him with respect to the remainder of the Employment Period;

(iii) Until the earlier of the end of the Employ ment Period or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense of the Company, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given;

(iv) For the remainder of the Employment Period, the Executive shall receive professional outplacement coun seling and executive placement services, at the expense of the Company, at a cost not to exceed 20% of the Execu tive's annual base salary as of the date immediately prior to the date the Notice of Termination is given;

(v) In addition to the retirement benefits to which the Executive is entitled under the Company Retirement Plan and the Executive's Supplemental Executive Retire ment Plan (collectively, the "Pension Plans") or any suc cessor plans thereto, the Company shall pay the Executive

an amount, payable in a single lump sum payment by no later than five days following the Termination Date, equal to (i) the actuarial equivalent of the retirement pension (determined as a straight life annuity commencing at the date as of which the actuarial equivalent of such annuity is greatest) which the Executive would have accrued under the terms of the Pension Plans, determined as if (A) the Executive were fully vested thereunder and had accumulated after the Termination Date additional months of service credit thereunder equal to the number of months remaining in the Employment Period and (B) the Executive had been credited under the Pension Plans during such period with compensation equal to the Execu tive's highest rate of salary achieved during the period of his employment with the Company and OBC, minus (ii) the actuarial equivalent of the retirement pension (de termined as a straight life annuity commencing at the date (but in no event earlier than the Termination Date) as of which the actuarial equivalent of such annuity is greatest) which the Executive had accrued pursuant to the provisions of the Pension Plans as of the Termination Date. For purposes of this Section 7(v), "actuarial equivalent" shall be determined using the same assump-

tions utilized under the Company Retirement Plan immedi ately prior to the Termination Date.

8. Accrued Benefits. For purposes of this Agree ment, the Executive's "Accrued Benefits" shall include the following amounts, payable as described herein: (i) all base salary for the time period ending with the Termination Date; (ii) reimbursement for any and all monies advanced in connection with the Executive's em ployment for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the time period ending with the Termination Date; (iii) a lump sum payment of the bonus or incentive compensation otherwise payable to the Executive with respect to the year in which termination occurs under all bonus or incentive compensation plan or plans in which the Executive is a participant; and (iv) all other payments and benefits to which the Executive (or in the event of the Executive's death, the Executive's surviving spouse or other benefi ciary) may be entitled as compensatory fringe benefits or under the terms of any benefit plan of the Company. Payment of Accrued Benefits shall be made promptly in accordance with the Company's prevailing practice with respect to Subsections (i) and (ii) or, with respect to

Subsections (iii) and (iv), pursuant to the terms of the benefit plan or practice establishing such benefits.

9. Death. In the event of the Executive's death during the Employment Period, the Executive's estate, heirs and beneficiaries shall receive all the Executive's Accrued Benefits, the total amount of the Retention Bonus (if not previously paid) and shall not receive any com pensation pursuant to Section 4 with respect to periods following the Termination Date.

10. Termination for Disability. If, during the Employment Period, as a result of the Executive's dis ability due to physical or mental illness or injury (regardless of whether such illness or injury is job- related), the Executive shall have been absent from the Executive's duties hereunder on a full-time basis for a period of six consecutive months and, within thirty days after the Company notifies the Executive in writing that it intends to terminate the Executive's employment (which notice shall not constitute the Notice of Termination contemplated below), the Executive shall not have re turned to the performance of the Executive's duties hereunder, the Company may terminate the Executive's employment for purposes of this Agreement pursuant to a Notice of Termination given in accordance with Section 11

hereof. If the Executive's employment is terminated on account of the Executive's disability in accordance with this Section, the Executive shall receive Accrued Bene fits and the Retention Bonus (if not previously paid) and the Executive shall not receive any compensation pursuant to Section 4 with respect to periods following the Termi nation Date; provided, however, that the Executive shall remain eligible for all benefits provided by any long term disability programs of the Company in effect at the time of such termination.

11. Termination Notice and Procedure. Any termi nation by the Company or the Executive during the Employ ment Period shall be communicated by written Notice of Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 25 hereof. Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the direc tors of the Company (or any successor corporation) then in office.

The Executive shall have sixty days to cure any conduct or act, if curable, alleged to provide grounds

for termination of the Executive's employment for Cause under this Agreement pursuant to Subsection 1(b)(iii) hereof.

12. Tax Indemnity.

(a) If the Executive becomes subject to the excise tax (the "Excise Tax") pursuant to Section 4999 of the Code, on "excess parachute payments" as defined in Section 280G of the Code, the Company shall promptly (and in any case before the due date for filing of any tax return by the Executive relating to such payments) pay Executive the amount or amounts (a "Gross-Up Payment") that are necessary to place the Executive in the same after-tax (taking into account federal, state, local and other taxes) financial position that he would have been in if he had not incurred any tax liability under Section 4999 of the Code, to the extent the Excise Tax results in a payment to the Internal Revenue Service.

(b) Each party will notify the other in writ ing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after such party is informed in writing of such a claim and such party shall appraise the other party of

the nature of such claim and the date on which such claim is requested to be paid.

(c) The Company shall bear and pay directly all costs and expenses (including legal fees and addi tional interest and penalties) incurred in connection with any such claim or proceeding, to the extent related to the Excise Tax, and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representa tion and payment of costs and expenses.

13. Option to Purchase Automobile. In the event of any termination of Executive's employment with the Com pany (including by reason of expiration of the Employment Period hereunder), the Executive shall have the right and option to purchase, in accordance with the provisions of this section 13, the automobile then being provided to him by the Company. In the event the Company or one of its subsidiaries holds title to the automobile, the Executive may purchase the automobile from the Company or such subsidiary at "book value" (or such other value as the Executive and the Company may mutually agree upon), provided he gives the Company written notice of his intention to so purchase within thirty (30) days follow-

ing the termination of employment and he proceeds to complete the purchase within thirty (30) days thereafter. In the event the Company is the lessee of the automobile, the Executive may purchase the automobile in accordance with any right the Company may have to purchase it under the subject lease.

14. Noncompetition. If the Executive's employment is terminated by the Executive without Good Reason during the Employment Period and after the first anniversary of the Effective Date, then for a period ending on the earlier of
(i) the date two (2) years following the date of such termination or (ii) July 1, 2002, the Executive shall not, directly or indirectly, accept a position as an officer, or otherwise participate or be connected in any manner with the management or operation, of any savings bank, savings and loan association, savings and loan holding company, bank or bank holding company based primarily or headquartered in any city or county in upstate New York State which is situated north of Westchester County. In the event of the Executive's actual or threatened breach of this section 14, the Company shall be entitled to injunctive relief restraining the Executive therefrom; provided, however, nothing shall prohibit the Company from pursuing any other avail-

able remedies for such breach or threatened breach, including, without limitation, the recovery of damages.

15. Confidentiality. During and following the Executive's employment by the Company, the Executive shall hold in confidence and not directly or indirectly disclose or use or copy or make lists of any confidential information or proprietary data of the Company, except to the extent authorized in writing by the Board or required by any court or administrative agency, other than to an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of duties as an execu tive of the Company. Confidential information shall not include any information known generally to the public or any information of a type not otherwise considered confi dential by persons engaged in the same business or a business similar to that of the Company. All records, files, documents and materials, or copies thereof, relat ing to the business of the Company which the Executive shall prepare, or use, or come into contact with, shall be and remain the sole property of the Company and shall be promptly returned to the Company upon termination of employment with the Company.

16. Expenses and Interest. The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive (i) in disputing any issue hereunder relating to the termination of the Executive's employment or in seeking to obtain or enforce any benefit or right provided by this Agreement (in each case, unless the Executive is acting in bad faith) or (ii) in connection with any tax audit or proceeding to the extent attribut able to the application of section 4999 of the Code to any payment or benefit provided hereunder. Such payments shall be made within five (5) business days after deliv ery of the Executive's written requests for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

17. Payment Obligations Absolute. The Company's obligation during and after the Employment Period to pay the Executive the amounts and to make the benefit and other arrangements provided herein shall be absolute and unconditional and shall not be affected by any circum stances, including, without limitation, any setoff, counterclaim, recoupment, defense or other right which the Company may have against him or anyone else. Except as provided in
Section 16 of this Agreement, all amounts payable by the Company hereunder shall be paid without

notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company will not seek to recover all or any part of such payment from the Executive, or from whomsoever may be entitled thereto, for any reason whatsoever.

18. Successors. (a) If the Company sells, assigns or transfers all or substantially all of its business and assets to any person or if the Company merges into or consolidates or otherwise combines (where the Company does not survive such combination) with any person (any such event, a "Sale of Business"), then the Company shall cause such person, by written agreement in form and substance reasonably satisfactory to the Execu tive, to expressly assume and agree to perform from and after the date of such Sale of Business all of the terms, conditions and provisions imposed by this Agreement upon the Company, and from and after such Sale of Business all references to the "Company" in this Agreement shall refer to such person. Failure of the Company to obtain such agreement prior to the effective date of such Sale of Business shall be a breach of this Agreement constituting "Good Reason" hereunder. The Executive shall, in his discretion, be entitled to proceed against any or all of such persons, any person which theretofore was such a

successor to the Company (as defined in the first para graph of this Agreement) and the Company (as so defined) in any action to enforce any rights of the Executive hereunder. This Agreement shall not be assignable by the Company except to any party to a Sale of Business that expressly assumes this Agreement as provided herein. This Agreement shall not be terminated by the voluntary or involuntary dissolution of the Company.

(b) This Agreement and all rights of the Executive shall inure to the benefit of and be enforce able by the Executive's personal or legal representa tives, executors, administrators, heirs and beneficia ries. All amounts payable to the Executive under the Agreement if the Executive had lived shall be paid, in the event of the Executive's death, to the Executive's estate, heirs and representatives; provided, however, that the foregoing shall not be construed to modify any terms of any benefit plan of the Company that expressly govern benefits under such plan in the event of the Executive's death.

19. Severability. The provisions of this Agreement shall be regarded as divisible, and if any of said provi sions or any part hereof are declared invalid or unen forceable by a court of competent jurisdiction, the

validity and enforceability of the remainder of such provisions or parts hereof and the applicability thereof shall not be affected thereby.

20. Entire Agreement. This Agreement constitutes the whole agreement of the Company and the Executive. No agreements or representation, oral or otherwise, express or implied, with respect to the subject matter of this Agreement have been made by either party which are not expressly set forth in this Agreement.

21. Amendment. This Agreement may not be amended or modified at any time except by written instrument executed by the Company and the Executive.

22. Withholding. The Company shall be entitled to withhold from amounts to by paid to the Executive hereun der any federal, state or local withholding or other taxes or charges which it is from time to time required to withhold.

23. Certain Rules of Construction. No party shall be considered as being responsible for the drafting of this Agreement for the purpose of applying any rule construing ambiguities against the drafter or otherwise. No draft of this Agreement shall be taken into account in construing this Agreement. Any provision of this Agree ment which requires an agreement in writing shall be

deemed to require that the writing in question be signed by the Executive and an authorized representative of the Company.

24. Governing Law; Resolution of Disputes. This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of New York. Any dispute arising out of this Agreement shall be determined by arbitration under the rules of the American Arbitration Association then in effect and both parties shall be bound by the arbitration award. The venue for the arbitration shall be New York, New York.

25. Notice. Notices given pursuant to this Agree ment shall be in writing and shall be deemed given when actually received by the Executive or actually received by the Company's Secretary. If mailed, such notices shall be mailed by United States registered or certified mail, return receipt requested, addressee only, postage prepaid, if to the Company, to the Secretary of the Company at its headquarters offices (currently located at One M&T Plaza, Buffalo, New York 14240) or if the Execu tive, at the address set forth below the Executive's signature to this Agreement, or to such other address as

the party to be notified shall have theretofore given to the other party in writing.

26. No Waiver. No waiver by either party at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by the other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or subsequent time.

27. Headings. The headings herein contained are for reference only and shall not affect the meaning or interpretation of any provision of this Agreement.

28. Counterparts. This Agreement may be executed in counterparts all of which shall be considered the same hereunder.

29. Survival. The obligations of the parties set forth in Sections 6, 7, 8, 9, 10, 12, 13, 14, 15, 16, 22, 23, 24, 25 and 29 shall survive the termination of the Employment Period and of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written

above.

First Empire State Corporation               Robert J. Bennett
                                             101 Marvelle Road
                                             Fayetteville
                                             New York 13066-1019
By:      /s/ Robert E. Sadler, Jr.
         --------------------------
         Robert E. Sadler, Jr.

Title: Executive Vice President              /s/ Robert J. Bennett
                                             Robert J. Bennett

ONBANCorp, Inc. and OnBank & Trust Co. hereby agree to
Section 2(c) of this Agreement.

ONBANCorp, Inc.                     OnBank & Trust Co.


By:/s/David M. Dembowski            By:/s/ David M. Dembowski


Title: EVP and Secretary            Title: EVP and Secretary

Exhibit 10.15

SERP ASSUMPTION AGREEMENT

THIS AGREEMENT, is made and entered into as of the 15th day of January 1993 by and between OnBank, a stock-form savings bank, organized and existing under the laws of the State of New York, OnBank & Trust Co., a New York trust company ("O&T") and ONBANCorp, Inc. ("ONBANCorp"), a Delaware corporation, and ROBERT J. BENNETT, residing at 8407 Pewter Lane, Manlius, New York 13104 ("Mr. Bennett").
WHEREAS, pursuant to a Stock Purchase Agreement, dated February 21, 1992, between Midlantic Corporation and ONBANCorp and a Plan of Conversion, dated March 26, 1992, ONBANCorp became the owner, effective as of January 1, 1993, of one hundred percent (100%) of the outstanding stock of O&T; and WHEREAS, OnBank and O&T have reorganized pursuant to a Plan of Reorganization dated as of January 15, 1993, ("Reorganization"); and WHEREAS, prior to the Reorganization, Mr. Bennett was employed by OnBank and ONBANCorp as Chairman, President and Chief Executive Officer of each corporation; and
WHEREAS, subsequent to the reorganization Mr. Bennett also became employed by O&T as Chairman, President and Chief Executive Officer; and
WHEREAS, pursuant to our agreement dated January 1, 1991, a copy of which is attached hereto and made a part hereof ("SERP Agreement") ONBANCorp and OnBank agreed to provide Mr. Bennett certain supplemental employee retirement benefits on his retirement; and

WHEREAS, it is the intention of the parties hereto that, as a result of the Acquisition and Reorganization, Mr. Bennett's duties would be expanded to include services as Chairman, President and Chief Executive Officer of O&T, and that his rights under the SERP Agreement on termination of employment would not be diminished.
NOW, THEREFORE, in consideration of the promises and mutual covenants and obligations hereinafter set forth, it is agreed as follows:
1. Assumption of OnBank's Obligations. O&T hereby assumes all obligations of OnBank under the SERP Agreement.
2. Terms and Conditions of Assumed Agreement. In reading the SERP Agreement subsequent to its assumption by O&T for the purposes of determining the rights and obligations between Mr. Bennett, O&T and ONBANCorp concerning Mr. Bennett's rights to a supplemental payment on retirement, the term "Bank or OnBank" when used in the SERP Agreement for the purpose of determining the benefits thereunder and for all other purposes shall mean "O&T" and/or "OnBank".
3. Joint and Several Liability. ONBANCorp, OnBank and O&T shall be jointly and severally liable for payments due to Mr. Bennett under the SERP Agreement provided, however, neither ONBANCorp nor O&T shall be liable to pay any amount or provide any benefit to the extent Mr. Bennett has received payment for such amount or been provided the benefit by the other party.

4. Binding Effect. This Agreement shall inure to the benefit of and be binding upon Mr. Bennett, his legal representatives and testate or intestate distributees and upon OnBank, O&T and ONBANCorp and the successors and assigns, including any and all successors by merger or by consolidation or a statutory receiver or any other person or firm or corporation to which all or substantially all of the assets and business of OnBank or ONBANCorp may be sold or otherwise transferred.
5. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York.
6. Headings. The headings on the sections in this Agreement are for convenience of reference only, and are not intended to qualify the meaning of any section.
7. Entire Agreement/Modifications. This Agreement and the SERP Agreement contain the entire agreement of the parties relating to the subject matter hereof and supersede in its entirety any and all prior agreements, understandings or representations relating to the subject matter hereof. No modifications of this Agreement shall be valid unless made in writing and signed by the parties hereto.

IN WITNESS WHEREOF, OnBank, O&T and ONBANCorp have caused this Agreement to be executed, and Mr. Bennett has hereunto set his hand all as of the day and year first above first written.

 /s/ Robert J. Bennett
Robert J. Bennett

OnBank
By: /s/ William F. Allyn
 Chairman Compensation Committee

Onbank & Trust Co.
By: /s/ William F. Allyn
 Chairman Compensation Committee

ONBANCorp, Inc.
By: /s/ William F. Allyn
 Chairman Compensation Committee

SUPPLEMENTAL EMPLOYEE RETIREMENT AGREEMENT

THIS SUPPLEMENTAL EMPLOYEE RETIREMENT AGREEMENT ("Agreement") is made and entered into as of the 1st day of January 1991, by and between ONONDAGA SAVINGS BANK, a stock-form savings bank organized and existing under the laws of the State of New York and having its executive offices at 101 South Salina Street, Syracuse, New York 13202 ("Bank" or "OnBank"), ONBANCorp, Inc., a corporation organized and existing under the laws of the State of Delaware ("BANCorp" or "ONBANCORP") and ROBERT J. BENNETT, with an address at 8407 Pewter Lane, Manlius, New York 13104 ("Mr. Bennett").
WHEREAS, on June 29, 1987, the Board of Trustees of the Bank elected Mr. Bennett to serve as President and Chief Operating Officer of the Bank; and WHEREAS, Mr. Bennett had been previously employed by Boatmen's Bancshares, Inc. of St. Louis, Missouri ("Boatmen's") since 1975; and WHEREAS, the Bank was reorganized pursuant to an Agreement and Plan of Reorganization dated as of January 31, 1989, the sole purpose of which was to establish the Bank as a wholly owned subsidiary of BANCorp; and WHEREAS, in accordance with the terms and conditions of an employment agreement effective as of September 1, 1990 between Bank, BANCorp and Mr. Bennett ("Employment Agreement"), Mr. Bennett has

agreed to continue in the service of the Bank and BANCorp; and WHEREAS, the Bank and BANCorp recognize that Mr. Bennett, by agreeing to leave Boatmen's and enter the service of the Bank and BANCorp, forfeited the accrual of any further retirement benefits payable to him under Boatmen's Bancshares, Inc. Retirement Plan for Employees ("Boatmen's Retirement Plan"); and
WHEREAS, Mr. Bennett will be eligible to participate in the Retirement Plan of ONBANCorp, Inc. in RSI Retirement Trust on the basis of years of service credits he accumulates with the Bank only and without regard to his years of service credits at Boatmen's; and
WHEREAS, Sections 415 and 401(a)(17) of the Internal Revenue Code Limit the retirement benefit payable to Mr. Bennett to a lower percentage of the average of his highest three years of compensation than is payable to lower compensated employees; and
WHEREAS, the Bank wishes to compensate Mr. Bennett for any reduction in retirement benefits he might experience resulting from his break in service between Boatmen's and the Bank and the limits imposed by Internal Revenue Code Sections 415 and 401(a)(17);
NOW, THEREFORE, in consideration of the promises and the mutual covenants and obligations hereinafter set forth, the Bank, BANCorp and Mr. Bennett hereby agree as follows:
1. Supplemental Benefits. In the event Mr. Bennett becomes eligible to receive a Normal Retirement Benefit pursuant to the Retirement Plan of ONBANCorp, Inc. in RSI Retirement Trust or any

successor retirement plan ("Qualified Plan"), he shall be eligible to receive a Supplemental Normal Retirement Benefit pursuant to section 2 of this Agreement. In the event Mr. Bennett is entitled to a death benefit pursuant to the Qualified Plan and is survived by a spouse, his surviving spouse shall be entitled to receive a Supplemental Death Benefit pursuant to section 3 of this Agreement.
2. Supplemental Normal Retirement Benefit.
2.1 Amount. The Supplemental Normal Retirement Benefit payable to Mr. Bennett hereunder shall be in the form of a straight life annuity over the lifetime of Mr. Bennett only and shall be a monthly amount equal to the following:

A. The monthly amount of the Normal Retirement Benefit which Mr. Bennett would have been entitled to under the Qualified Plan, if such benefit were computed using Mr. Bennett's twelve (12) years of service with Boatmen's and his initial year of service with OnBank in addition to his creditable years of service with the Bank and/or BANCorp in determining the amount of such Normal Retirement Benefit and without giving effect to the limitations on benefits imposed by Internal Revenue Code Sections 415 and 401(a)(17); less

B. The sum of (1) the monthly amount of the Normal Retirement Benefit actually payable to Mr. Bennett under the Qualified Plan, plus (2) the amount of the monthly retirement benefit payable to Mr. Bennett as a straight life annuity commencing at age 65 under Boatmen's Retirement Plan or any successor plan.

2.2 Liability for Payment. Bank and BANCorp shall be jointly and severally liable for payments due to Mr. Bennett under this Agreement, provided, however, neither the Bank or BANCorp shall

be liable to pay any amount to the extent Mr. Bennett has received payment for such amount by the other party.
2.3 Form of Benefit. The Supplemental Normal Retirement Benefit payable to Mr. Bennett shall be paid at the same time and in the same form under which the Normal Retirement Benefit under the Qualified Plan is payable to Mr. Bennett. Mr. Bennett's election under the Qualified Plan of any optional form of payment of his Normal Retirement Benefit (with the valid consent of his surviving spouse, where required under the Qualified Plan) shall also be applicable to the payment of his Supplemental Normal Retirement Benefit.
2.4 Commencement of Benefit. Payment of the Supplemental Retirement Benefit shall commence on the same date as payment of the Normal Retirement Benefit under the Qualified Plan. Any election under the Qualified Plan made by Mr. Bennett with respect to the commencement of payment of the Normal Retirement Benefit will also be applicable with respect to the commencement of payment of his Supplemental Normal Retirement Benefit.
2.5 Actuarial Equivalent. A Supplemental Normal Retirement Benefit which is payable in any form other than a straight life annuity over the lifetime of Mr. Bennett, commencing at age 65, shall be the actuarial equivalent of the Supplemental Normal Retirement Benefit set forth in section 2.1 of this Agreement as determined by the same actuarial adjustments as those specified in the Qualified Plan with respect to the determination of the amount of the Normal

Retirement Benefit on the date of commencement for payment hereunder.
3. Supplemental Death Benefit. The Supplemental Death Benefit payable to Mr. Bennett's surviving spouse shall be a monthly amount equal to fifty (50%) percent of the monthly benefit determined under Section 2.1 of this Agreement as though his employment with the Bank terminated on his date of death. This benefit will be payable for the remaining life of his surviving spouse.
4. Vesting. Mr. Bennett's contractual rights to the payments pursuant to Sections 2.1 and 3 of this Agreement shall vest at the rate of twenty (20%) percent per year of service, which years of service shall be computed in accordance with the rules set forth in the Qualified Plan. Notwithstanding the foregoing, should Mr. Bennett's employment with the Bank and BANCorp terminate in such a manner that it qualifies as a Termination of Employment with Additional Bank and BANCorp Liability under section 10 of the Employment Agreement, Mr. Bennett shall have an immediate and fully vested contractual right to the Supplemental Normal Retirement Benefit pursuant to Section 2.1 of this Agreement.
5. Miscellaneous.
5.1 Rights to Employment. Notwithstanding anything to the contrary, nothing herein shall confer Mr. Bennett with any right to continued employment with the Bank, nor shall it interfere in any way with the rights of the parties to terminate the employment relationship.

5.2 Withholding. Taxes shall be withheld and paid over to a fiscal authority or authorities within or without the United States in accordance with the applicable laws in effect at the time of the payment of benefits.
5.3 Funding. The Bank reserves the rights in its discretion to establish or not establish a separate account or other vehicle to fund the benefits hereunder. In the event the Bank should set aside funds to cover its obligations under this contract, Mr. Bennett and his wife shall have no rights to such funds other than those of a general creditor of the Bank. No rights under this contract shall be transferable other than by will or the laws of descent and distribution.
5.4 Binding Effect. This agreement shall inure to the benefit of and be binding upon Mr. Bennett and the Bank and/or BANCorp, their successors and assigns, including any and all successors by merger or consolidation or a statutory receiver or any other person or firm or corporation to which all or substantially all of the assets and business of the Bank and/or BANCorp may be sold or otherwise transferred.
5.5 Applicable Law. This contract shall be governed by and construed in accordance with the laws of the State of New York without reference to its principle of conflict of laws.

IN WITNESS WHEREOF, the Bank and BANCorp has caused this Agreement to be executed and Mr. Bennett has hereunto set his hand, all as of the day and year first above written.

                                                 /s/ Robert J. Bennett
                                                   Robert J. Bennett

ATTEST:                                          ONONDAGA SAVINGS BANK (OnBank)

By /s/ David M. Dembowski                     By /s/ William J. Donlon
      Secretary                                   William J. Donlon, Chairman
                                                  Compensation and Stock
         [Seal]                                   Option Committee
ATTEST:
By /s/ David M. Dembowski                     By /s/ William J. Donlon
          Secretary                               William J. Donlon, Chairman
                                                  Compensation and Stock
                                                  Option Committee
          [Seal]

STATE OF NEW YORK   )
                    )  ss:
COUNTY OF ONONDAGA  )

On this 28th day of January, 1991, before me personally came ROBERT J. BENNETT, to me known, and known to me to be the individual described in the foregoing instrument, who, being by me duly sworn, did depose and say that he resides at 8407 Pewter Lane, Manlius, New York and that he signed his name to the foregoing instrument.

                                                      /s/ Clayton H. Hale
                                                      Notary Public

STATE OF NEW YORK   )
                    )   ss:
COUNTY OF ONONDAGA  )

On this 28th day of January, 1991, before me personally came William J. Donlon, to me known, who, being by me duly sworn, did depose to say that he resides at 4824 Cavalry Green Drive, Fayetteville, New York; that he is Chairman, Compensation and Stock Option Committee of ONONDAGA SAVINGS BANK (OnBank), the savings bank

described in and which executed the foregoing instrument; that he knows the seal of said savings bank; that the seal affixed to said instrument is such seal; that it was so affixed by order of the Board of Directors of said savings bank; and that he signed his name thereto by like order.

                                                       /s/ Clayton H. Hale
                                                       Notary Public

STATE OF NEW YORK     )
                      )   ss:
COUNTY OF ONONDAGA    )

On this 28th day of January, 1991, before me personally came William J. Donlon, to me known, who, being by me duly sworn, did depose and say that he resides at 4824 Cavalry Green Drive, Fayetteville, New York; that he is Chairman, Compensation and Stock Option Committee of ONBANCorp, Inc., the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such seal; that it was so affixed by order of the Board of Directors of said corporation; and that he signed his name thereto by like order.

/s/ Clayton H. Hale
Notary Public