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Exhibit 1
July 9, 2000
M&T Bank Corporation
One M&T Plaza
Buffalo, New York 14229
Ladies and Gentlemen:
The undersigned is a director or 5% shareholder of Premier National
Bancorp, Inc. ("PNB") and is the beneficial holder of shares of common stock,
par value $0.80 per share, of PNB ("PNB Common Stock").
PNB 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 PNB 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 PNB and not in his capacity as a
director of PNB, 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 PNB Common Stock the
undersigned is entitled to vote with respect thereto unless so voting would be a
violation of applicable law.
2. The undersigned will not effect any transfer or other disposition
(except by operation of law) of any of the undersigned's shares of PNB Common
Stock until PNB's shareholders have voted to approve and adopt the Plan of
Merger, 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 reasonably necessary or desirable on the
undersigned's part so as to permit consummation of the Merger in accordance with
the Plan of Merger and shall not take, or cause or to the best of the
undersigned's ability permit to be taken, any action that would be reasonably
likely to substantially impair the prospects of completing the Merger pursuant
to the Plan of Merger.
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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.
5. This Agreement shall terminate upon the consummation of the Merger
or the termination of the Plan of Merger pursuant to the Reorganization
Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of
the date first above written.
Very truly yours,
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