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                        PREMIER NATIONAL BANCORP, INC.


                          PROXY FOR SPECIAL MEETING
                                JANUARY 25, 2001




          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS



         The undersigned shareholder of Premier National Bancorp, Inc.
("Company") hereby appoints Robert Apple and Gerardina Mirtuono, and each of
them, as proxies, each with full power of substitution, to vote all shares of
common stock of the Company which the undersigned is entitled to vote at the
Special Meeting of Shareholders to be held on Thursday, January 25, 2001, at
9:a.m., New York time, at the Sheraton Civic Center Hotel, 40 Civic Center
Plaza, Poughkeepsie, New York, or at any adjournment or postponement thereof
("Special Meeting"), with all of the powers the undersigned would possess if
personally present at such meeting, as follows:


                 (TO BE COMPLETED AND SIGNED ON REVERSE SIDE)

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                      SPECIAL MEETING OF SHAREHOLDERS OF
                        PREMIER NATIONAL BANCORP, INC.
                               JANUARY 25, 2001





TO VOTE BY MAIL

---------------
Please date, sign and mail your proxy card in the envelope provided as soon as
possible.


Please Detach and Mail in the Envelope Provided
------------------------------------------------------
    [ X ]   Please mark your vote as in this
            example in blue or black ink.



PREMIER'S BOARD RECOMMENDS THAT YOU VOTE
FOR THE PROPOSAL BELOW:



1. Approval and adoption of the Agreement and Plan of Reorganization, dated as
of July 9, 2000, by and among Premier National Bancorp, Inc., M&T Bank
Corporation and Olympia Financial Corp., a wholly-owned subsidiary of M&T Bank
Corporation, and approval and adoption of the related Agreement and Plan of
Merger, dated as of July 9, 2000, as amended, by and between Premier National
Bancorp, Inc. and Olympia Financial Corp. and joined in by M&T Bank
Corporation.


                FOR [   ]     AGAINST [   ]     ABSTAIN [   ]

2. The proxies are authorized to vote in their discretion on such other
matters as may properly come before the meeting or any adjournment or
postponement thereof. As of the date of the Proxy Statement-Prospectus for the
Special Meeting, management of the Company is not aware of any other such
business.

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 ___________________


SIGNATURE(S)___________________________________ DATE ___________________

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 PROMPTLY RETURN THIS PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.