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AMENDMENT NO. 1 TO THE AGREEMENT
AND PLAN OF MERGER OF PREMIER NATIONAL BANCORP, INC.
WITH AND INTO OLYMPIA FINANCIAL CORP.
THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER ("Amendment") is
entered into as of October 26, 2000, by and between PREMIER NATIONAL BANCORP,
INC. ("Seller"), a New York corporation, and OLYMPIA FINANCIAL CORP. ("Merger
Sub"), a Delaware corporation and a direct wholly owned subsidiary of the
Purchaser, and joined in by M&T BANK CORPORATION ("Purchaser"), a New York
corporation.
WITNESSETH
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WHEREAS, the parties hereto have entered into an Agreement and Plan of
Reorganization ("Reorganization Agreement") and an Agreement and Plan of Merger
("Merger Agreement"), both dated as of July 9, 2000; and
WHEREAS, the parties hereto desire to amend the Merger Agreement in
accordance with the terms herein;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained and intending to be legally bound hereby, the
parties hereto do hereby agree as follows:
1. Capitalized terms defined in the Merger Agreement and used herein
shall have the same meanings as in the Merger Agreement.
2. Section 3(d) of the Merger Agreement is amended and restated to read
as follows:
"(d) Notwithstanding any other provision contained in this
Plan of Merger, 50% of the total number of shares of Seller
Common Stock outstanding on July 9, 2000, less (i) the aggregate
number of shares of Seller Common Stock acquired by Purchaser
after July 9, 2000 and (ii) the greater of zero (0) shares or the
aggregate number of shares of Seller Common Stock acquired by
Seller after July 9, 2000 (other than shares acquired by Seller
in accordance with Seller's past practice as Previously Disclosed
pursuant to Section 4.7(b)(5) of the Reorganization Agreement)
net of the number of shares issued after that date as permitted
by the Reorganization Agreement prior to the Effective Time (the
"Stock Conversion Number"), shall be converted into the Stock
Consideration and the remaining outstanding shares of Seller
Common Stock, other than shares cancelled pursuant to Section 2
of this Article 5, shall be converted into the Cash Consideration
(the total of all shares of Seller Common
