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, ------------------------------ Accepted and agreed to as of the date first above written: M&T Bank Corporation By: ------------------------