I. Role of the Board of Directors


The Board of Directors oversees and provides policy guidance on the business and affairs of the Company. Each director is responsible for exercising his or her business judgment based on what he or she reasonably believes to be in the best interests of the Company and its stockholders. In discharging this obligation, directors are entitled to rely on the honesty and integrity of the Company’s senior executives and its outside advisors and auditors.


The Board of Directors will be composed of a majority of independent directors as defined by the New York Stock Exchange corporate governance rules.


Directors are expected to attend regularly scheduled meetings and to spend the time needed and meet as frequently as necessary to discharge their responsibilities. Information that is important to the understanding of the business to be conducted at a meeting will be distributed to the directors before the meeting for their review of these materials in advance of the meeting. In accordance with the Company’s by-laws, more than three consecutive absences from regular meetings of the board of directors, unless excused by resolution of the Board, shall automatically constitute resignation from the Board, effective when such resignation is accepted by the Board. Directors are also expected to attend the annual meeting of the stockholders.


The non-management directors will meet in executive sessions at regularly scheduled meetings at least four times a year. The Chairman of the Board will preside over those sessions, unless the Chairman is a management director, in which case the Chairman of the Audit Committee shall preside. Interested parties who wish to express any concerns to the non-management directors may do so by sending them in writing addressed to “Non-management Directors”, care of the Corporate Secretary at the Company’s headquarters at 2421 Main St, Buffalo, New York 14214.


II. Director Qualifications


The Board seeks a diverse group of candidates who possess the background, skills and expertise to make a significant contribution to the Company and its stockholders. Directors should have high-level leadership experience in business or administrative activities or experience dealing with complex problems; breadth of knowledge about issues affecting the Company; the highest level of personal integrity; loyalty to the Company and concern for its success; an ability to work effectively with others; and sufficient time to devote to the affairs of the Company. Each director shall at all times be the beneficial owner of not less than 100 shares of the Company’s common stock.


III. Selection of New Directors


Directors are elected annually by the stockholders at the annual meeting of stockholders. The Board of Directors proposes a slate of nominees, recommended by the Nominating and Corporate Governance Committee, for consideration each year.


The Board of Directors shall divide the directors into three classes and, when the number of directors is changed, shall determine the class or classes to which the increased or decreased number of directors shall be apportioned, provided that each class shall be as nearly equal in size as possible. The members of each class shall be elected for a term of three years and until their successors are elected and qualified. One class shall be elected by ballot annually.


Vacancies in the Board of Directors shall be filled by a majority vote of the directors then in office, whether or not a quorum, and any director so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of the class to which he or she has been chosen expires.


IV. Stockholder Submissions


Nominations for directors may be made by any stockholder of the Company who is a stockholder of record at the time of giving of notice of the annual meeting of stockholders. Nominations for director, other than those made by or at the direction of the Board of Directors, may be made pursuant to timely notice in writing to the Corporate Secretary of the Corporation. To be timely, such notice must be delivered or mailed to and received at the Company’s headquarters at 2421 Main St, Buffalo, New York 14214, not less than 60 nor more than 90 days prior to the date of the annual meeting of the stockholders, except in the event that less than 70 days notice or prior disclosure of the date of the annual stockholder meeting is given, such notice must be received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or public disclosure is made. In giving such notice, a stockholder shall follow the procedures set forth in the Company’s by-laws.


V. Board Size


The Company’s by-laws provide that the number of directors shall not be less than seven nor more than twenty-five. Changes in the number of directors may be accomplished through amendment of the Company’s by-laws.


VI. Director Retirement Policy


No director shall serve as a director beyond the annual meeting of stockholders immediately following the director becoming 72 years of age. No person 72 years of age shall be eligible for election or re-election to the Board of Directors. This age limitation does not apply to an advisory director.


VII. Number and Composition of Board Committees


The Board will have at all times an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. All of these committees will be comprised entirely of independent directors under the rules established by the New York Stock Exchange. Committee members will be appointed by the Board upon recommendation of the Nominating and Corporate Governance Committee.


Each of these committees will have its own charter setting forth the goals and responsibilities of the committees. The charters will provide that each committee will annually evaluate its performance. The Chair of each committee, in consultation with committee members, will determine the frequency and length of the committee meetings consistent with any requirements set forth in the committee’s charter.


The Board and each committee has the authority to hire independent legal, financial and other advisors as it may deem necessary without consulting or obtaining the approval of any officer of the Company in advance. The Company shall provide appropriate funding, as determined by the Board or committee, for the costs of such independent advisors.


The Board may designate the chief executive officer and two or more other directors to constitute an executive committee, which shall have and may exercise the powers and authority of the Board of Directors not otherwise within the purview of any of the other committees, in accordance with the provisions of the Company’s by-laws.


The Board may, from time to time, establish or maintain additional committees as it may deem necessary or appropriate.


VIII. Board Compensation


Directors may receive a competitive annual retainer for their services as directors as well as a reasonable fixed sum for actual attendance at each board or committee meeting. Directors may be paid their reasonable expenses, if any, of attendance at each meeting. The Compensation Committee shall review and set the Board compensation from time to time as it deems appropriate, including the amount and appropriateness of any equity-based and retirement compensation.


IX. CEO Evaluation and Succession Planning


The Compensation Committee, with oversight of the Nominating and Corporate Governance Committee, will assess the chief executive officer’s performance annually. The Compensation Committee will annually determine appropriate chief executive officer compensation in light of this performance review. The results of the performance review will be reported to the Board. The Nominating and Corporate Governance Committee shall discuss succession planning with the entire board (or the non-management directors) at least annually. At such time, the chief executive officer should make available his or her recommendations and evaluations of potential successors. The Board will work with the Nominating and Corporate Governance Committee to nominate and evaluate potential successors to the chief executive officer.


X. Board Access to Management


Directors have full and free access to officers and employees of the Company and are encouraged to talk directly to any officer or employee regarding any questions or concerns the directors may have. Members of senior management are encouraged to attend Board meetings.


XI. Director Orientation and Education


All new directors will participate in an orientation program which will include presentations by management to familiarize them with the Company’s strategic plans, significant financial accounting and risk management issues, its code of ethical conduct and its internal and independent auditors. All directors are encouraged to attend appropriate continuing education programs. The Company will reimburse directors for expenses associated with continuing education programs approved by the Chairman of the Board.


XII. Evaluation of Board Performance


The Board will conduct a self-evaluation annually. The assessment will focus on the Board’s contribution to the Company and on areas in which the Board or management believes need improvement. The Nominating and Corporate Governance Committee will oversee this process and report to the Board on the Board’s performance.