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KEYSTONE FINANCIAL, INC.
PROXY FOR SPECIAL MEETING
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints _____________, _____________ and
_____________, or any of them, as proxies, with full power of substitution, to
vote all shares of Common Stock of Keystone Financial, Inc. which the
undersigned is entitled to vote at the _________, 2000 Special Meeting of
Shareholders, or at any adjournment or postponement thereof, as follows:
(To be Completed and Signed on Reverse Side)
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SPECIAL MEETING OF SHAREHOLDERS of
KEYSTONE FINANCIAL, INC.
________, 2000
PROXY VOTING INSTRUCTIONS
TO VOTE BY MAIL
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Please date, sign and mail your proxy card in the envelope provided as soon as
possible.
TO VOTE BY INTERNET
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Please access the web page at "www.voteproxy.com" or use the proxy voting link
found at www.keyfin.com and follow the on-screen instructions. Have your control
number available when you access the web page.
YOUR CONTROL NUMBER IS: [ ]
Please Detach and Mail in the Envelope Provided
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Please mark your
[ X ] vote as in this
example.
MANAGEMENT RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL BELOW:
1. Approval of the Agreement and Plan of FOR AGAINST ABSTAIN
Reorganization, dated as of May 16, 2000, [ ] [ ] [ ]
by and among Keystone Financial, Inc.,
M&T Bank Corporation and Olympia Financial
Corp., a wholly-owned subsidiary of M&T
Bank Corporation, and adoption the related
Agreement and Plan of Merger, dated as of
May 16, 2000, by and between Keystone
Financial, Inc. and Olympia Financial Corp.
and joined in by M&T Bank Corporation.
2. To vote in their discretion on such other matters as may properly come before
the meeting or any adjournment or postponement thereof.
This proxy, when properly executed, will be voted in the manner directed herein.
If no direction is made, this proxy will be voted FOR Item 1.
SIGNATURE(S)_____________________________________ DATE ___________________, 2000
Note: Please sign exactly as name appears hereon. For joint accounts, each joint
owner should sign. When signing as attorney, executor, administrator, trustee or
guardian, please give your full title as such. If a corporation, please sign the
full corporate name by President or other authorized officer, giving your full
title as such. If a partnership, please sign in the partnership name by
authorized person, giving your full title as such.
PLEASE MARK, DATE, EXECUTE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE.
