Exhibit 99.3
FORM OF VOTING AGREEMENT
December 9, 1998
M&T Bank Corporation
One M&T Plaza
Buffalo, New York 14229
Ladies and Gentlemen:
The undersigned is a director of FNB Rochester Corp. ("FNB") and is the
beneficial holder of shares of common stock, par value $1.00 per share, of FNB
("FNB Common Stock").
FNB and M&T Bank Corporation ("M&T") are considering the adoption
and/or execution of an Agreement and Plan of Reorganization (the "Reorganization
Agreement") and an Agreement and Plan of Merger (together with the
Reorganization Agreement, the "Plan of Merger"), providing for certain
transactions pursuant to which FNB would be merged with and into Olympia
Financial Corp. (the "Merger"). The execution of the Plan of Merger is subject
in the case of M&T to the execution and delivery of this letter agreement (this
"Agreement"). In consideration of the substantial expenses that M&T will incur
in connection with the Merger and in order to induce M&T to execute the Plan of
Merger and to proceed to incur such expenses, the undersigned agrees and
undertakes, in his capacity as a shareholder of FNB and not in his capacity as a
director of FNB, as follows:
1. The undersigned will vote or cause to be voted for approval and
adoption of the Plan of Merger all the shares of FNB Common Stock the
undersigned is entitled to vote with respect thereto.
2. The undersigned will not effect any transfer or other disposition
(except by operation of law) of any of the undersigned's shares of FNB Common
Stock until FNB's shareholders have voted to approve and adopt the Plan of
Merger or until the Plan of Merger has been terminated pursuant to the terms of
the Reorganization Agreement, except for any transfer mandated by law or court
order. In the case of any transfer by operation of law or otherwise, this
Agreement shall be binding upon and inure to the benefit of the transferee to
the extent permitted by law. Any transfer or other disposition in violation of
the terms of this paragraph 2 shall be null and void.
3. In the capacity described in this Agreement, the undersigned shall
take or cause to be taken all action necessary or desirable on the undersigned's
part so as to permit consummation of the Merger at the earliest possible date
and shall not take, or cause or to the best of the undersigned's ability permit
to be taken, any action which would substantially impair the prospects of
completing the Merger pursuant to the Plan of Merger.
4. The undersigned acknowledges and agrees that any remedy at law for
breach of the foregoing provisions shall be inadequate and that, in addition to
any other relief which may be available, M&T shall be entitled to temporary and
permanent injunctive relief without the necessity of proving actual damages.
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of
the date first above written.
Very truly yours,
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Accepted and agreed to as of
the date first above written:
M&T Bank Corporation
By:
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