M&T BANK CORP
EXHIBIT 10.3 AMENDMENT #1 TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>11
<FILENAME>l05919aexv10w3.txt
<DESCRIPTION>EXHIBIT 10.3 AMENDMENT #1 TO CREDIT AGREEMENT
<TEXT>
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                                                                    EXHIBIT 10.3

                       AMENDMENT NO. 1 TO CREDIT AGREEMENT

         This Amendment Agreement dated as of December 9, 2003 (this
"Amendment"), is made and entered into between M&T BANK CORPORATION (the
"Borrower") and CITIBANK, N.A. (the "Lender").

                                   WITNESSETH

         WHEREAS, the Borrower and the Lender have entered into that certain
Credit Agreement dated as of December 15, 2000 (the "Agreement");

         WHEREAS, the Borrower and the Lender desire to amend the Agreement in
certain respects;

         NOW THEREFORE, in consideration of the premises and the mutual
agreements, representations and warranties set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

         SECTION 1. Definitions and References. Capitalized terms not otherwise
defined herein shall have the meanings attributed thereto in the Agreement.

         SECTION 2. Amendments.

         (a)      The fourth sentence of Section 2.04(d) of the Agreement is
hereby amended and restated to provide as follows:

         "The Lender will notify the Borrower in writing of its decision not
         less than 20 days and not more than 30 days prior to the Existing
         Commitment Termination Date."

         (b)      Section 4.05 of the Agreement is hereby amended by replacing
the words "actions, suits or proceedings" in the first sentence thereof with
"actions, suits, proceedings or investigations."

         (c)      Section 7.04(b) of the Agreement is hereby amended by the
addition of the following sentence at the end of such section:

         "The Borrower also agrees not to assert any claim for special,
         indirect, consequential or punitive damages against the Lender, any of
         its Affiliates or any of their respective directors, officers,
         employees, attorneys and agents, on any theory of liability arising out
         of or otherwise relating to Agreement, any of the transactions
         contemplated herein or the actual or proposed use of the proceeds of
         the Advances."

         (d)      The following provision is hereby inserted as Section 7.13 of
the Agreement:

         "SECTION 7.13 Disclosure of U.S. Tax Treatment. Notwithstanding any
         other provision herein, the Borrower and the Lender (and each employee,
         representative or other agent of each of such parties) may disclose to
         any and all Persons without limitation of any kind, the U.S. tax
         treatment and U.S. tax structure of this Agreement and the transactions

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         contemplated hereby and all materials of any kind (including opinions
         or other tax analyses) that are provided to any of the foregoing
         parties relating to such U.S. tax treatment and U.S. tax structure.

         SECTION 3. Representations True; No Default. The Borrower represents
and warrants that:

         (a)      The representations and warranties contained in Article IV of
the Agreement are correct on and as of the date of this Amendment as though made
on and as of the date hereof.

         (b)      No event has occurred and is continuing, or would result from
the execution and delivery of this Amendment, which constitutes a Default.

         SECTION 4. Legal Obligation. The Borrower represents and warrants to
the Lender that this Amendment has been duly authorized, executed and delivered
on its behalf, and that the Agreement, as amended hereby, constitutes a legal,
valid and binding obligation of the Borrower, enforceable against the Borrower
in accordance with its terms.

         SECTION 5. Ratification. Except as amended hereby, the Agreement and
all other documents executed in connection therewith (including without
limitation, the Note) shall remain in full force and effect. The Agreement, as
amended hereby, and all rights and powers created thereby or thereunder and
under such other documents are in all respects ratified and confirmed.

         SECTION 6. Conditions Precedent. This Amendment will become effective
on and as of the first date on which the Lender has received the following, each
in form and substance satisfactory to the Lender:

         (a)      a counterpart of this Amendment duly executed by the Lender
and the Borrower;

         (b)      certified copies of all documents evidencing necessary
corporate action and governmental and other third party approvals, if any, with
respect to this Amendment; and

         (c)      a certificate of the Borrower's Corporate Secretary or
Assistant Secretary certifying the names and true signatures of the Borrower's
officers authorized to sign this Amendment.

         SECTION 7. Miscellaneous.

         (a)      The Agreement and this Amendment shall be read, taken and
construed as one and the same instrument.

         (b)      This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.

         (c)      Any references in the Agreement to "this Agreement",
"hereunder", "herein" or words of like import, and each reference in any other
document executed in connection with the Agreement (including without
limitation, the Note), to "the Agreement", "thereunder", "therein" or words of
like import, shall mean and be a reference to the Agreement as amended hereby.

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         (d)      This Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed an original and all of which taken together shall
constitute one and the same agreement.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

                                M&T BANK CORPORATION

                                By /s/ Michael S. Piemonte
                                   ---------------------------------
                                Name: Michael S. Piemonte
                                Title: Senior Vice President

                                CITIBANK, N.A.

                                By /s/ Catherine R. Morrow
                                   ----------------------------------
                                Title: Vice President

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