**GREAT
      LAKES BANCORP, INC.**




**RESTATED
      2000 STOCK OPTION PLAN**






Under
      an
      Agreement and Plan of Reorganization dated as of February 10, 2003 (the “Plan of
      Reorganization”), between Greater Buffalo Savings Bank (the “Bank”) and Great
      Lakes Bancorp, Inc. (the “Corporation”), it was agreed that the Corporation
      would become a holding corporation for the Bank and the sole holder of all
      issued and outstanding shares of its common stock, and that each whole or
      fractional share of Bank common stock issued and outstanding immediately prior
      to the reorganization would automatically be converted into the same number
      and
      class of shares of the common stock of the Corporation.




Section
      5
      of the Plan of Reorganization provided that, at the effective date defined
      in
      the Plan of Reorganization (the “Effective Time”), the Greater Buffalo Savings
      Bank 2000 Stock Option Plan (the “2000 GBSB Plan”) would be transferred to and
      would be continued as a stock option plan of the Corporation




The
      2000
      GBSB Plan was approved by the shareholders of the Bank on February 22, 2000.
      Pursuant to regulations applicable to the Bank, the Superintendent of Banks
      of
      the New York State Banking Department (the “Superintendent”) also approved the
      2000 GBSB Plan. The shareholders of the Bank and the Superintendent approved
      the
      Plan of Reorganization on April 29, 2003 and April 17, 2003, respectively,
      providing for the transfer of the 2000 GBSB Plan to the Corporation. As of
      the
      Effective Time, the Board of Directors of the Corporation approved the amendment
      of the 2002 GBSB Plan to reflect its transfer and continuation and directed
      the
      appropriate officers to amend the plan accordingly.




Therefore,
      the Corporation hereby amends and restates the former 2000 GBSB Plan to reflect
      its transfer and continuation as the Great Lakes Bancorp, Inc. Restated 2000
      Stock Option Plan (the “Plan”).




**1.**  **Purposes
      of Plan** **.** The
      purposes of this Plan are to provide for stock options (“Options”) as incentives
      for key employees, titled assistants, officers and/or directors of the
      Corporation and its Subsidiary Corporations, as hereinafter defined and in
      certain instances to compensate founding directors for their efforts in founding
      the Bank or directors for attending meetings of the Corporation’s Board of
      Directors or committees of the Corporation’s Board of Directors, through
      acquisition or increased ownership of the Corporation’s common stock, par value
      $5.00 per share (“Common Stock”), and where appropriate to encourage such
      individuals to put forth maximum efforts for the success of the Corporation’s
      business. It is intended that Options granted to employees under the Plan will
      constitute “incentive stock options” within the meaning of Section 422 of the
      Internal Revenue Code of 1986, as amended (the “Code”). It is also intended that
      Options granted to non-employee officers and directors pursuant to this Plan
      shall be non-qualified options for purposes of the Code.





**2.**  **Definitions** **.** As used
      in the Plan, the following words and phrases shall have the meanings
      indicated:





(a)  **Board
      of Directors** shall
      mean the Board of Directors of the Corporation.





(b)  **Disability** shall
      mean a mental or physical condition which in the opinion of a majority of the
      Option Committee renders an individual unable or incompetent to properly carry
      out the responsibilities attendant to the individual’s employment. The decision
      of the Option Committee shall be conclusive and binding on all
      parties.





(c)  **Disinterested
      Director** shall
      mean a director of the Corporation who is not an employee or officer of the
      Corporation and under consideration for a grant of Options at the time the
      Option Committee acts with respect to such grants.





(d)  **Fair
      Market Value** per
      share as of a particular date shall mean (i) if the shares of Common Stock
      are
      then traded in the over-the-counter market, the average of the closing bid
      and
      asked prices for the shares of Common Stock in the over-the-counter market
      on
      the latest date prior to such date for which such prices are available; or
      (ii)
      if the shares of Common Stock are then listed on an established national
      securities exchange, the average of the opening and closing prices on such
      exchange on the latest date prior to such date for which such prices are
      available, or (iii) if the shares of Common Stock are not then traded in the
      over-the-counter market or listed on an established national securities
      exchange, such value as the Committee shall determine based on a reasonable
      method selected by the Committee in its discretion, such method to include
      such
      factors as (a) the market value of shares of comparable banks and (b) the trend
      of the bank’s earnings. The Fair Market Value of stock is to be determined
      without regard to any restriction, other than a restriction which, by its terms,
      will never lapse.





(e)  **Option
      Committee** shall
      mean the committee responsible for administering the Plan as described in
      Section 3 hereof.





(f)  **Optionee** shall
      mean an employee, officer or director of the Corporation or a Subsidiary
      Corporation to whom an Option has been granted under the Plan.





(g)  **Retirement** shall
      mean either (i) the termination, retirement or resignation of an Optionee at
      a
      time when said Optionee is eligible for immediate commencement of pension
      benefits under the provisions of any retirement plan for employees of the Bank
      or the Corporation or any Subsidiary Corporation as then in effect, or (ii)
      any
      other voluntary or involuntary termination of employment by an Optionee which
      the Board of Directors designates as a retirement for the purposes of this
      Plan.





(h)  **Subsidiary
      Corporation** shall
      mean any corporation (other than the Corporation) in an unbroken chain of
      corporations beginning with the Corporation if, at the time of granting an
      Option, each of the corporations other than the last corporation in the unbroken
      chain owns stock possessing fifty percent (50%) or more of the total combined
      voting power of all classes of stock in one of the other corporations in such
      chain.





**3.**  **Administration** **.** The Plan
      shall be administered by the Option Committee, which shall have the authority
      to
      administer the Plan and to exercise all the powers and authority either
      specifically granted to it under the Plan or necessary or advisable in the
      administration of the Plan, including, without limitation, the authority to
      grant Options; to determine the Option purchase price of the shares of Common
      Stock subject to an Option; to determine the individuals to whom, and the times
      at which, Options shall be granted; to determine the number of shares to be
      covered by each Option and the terms and conditions of each Option; to interpret
      the Plan; to prescribe, amend and rescind rules and regulations relating to
      the
      Plan; to determine the terms and provisions of the Option Agreements provided
      for in Section 6(i) hereof to be entered into in connection with Options granted
      under the Plan; and to make all other determinations deemed necessary or
      advisable for the administration of the Plan. All determinations and
      interpretations made by the Option Committee shall be final, conclusive and
      binding on all persons, including Optionees and their legal representatives,
      successors in interest and beneficiaries. The Option Committee may delegate
      to
      one or more of its members or to one or more agents administrative or record
      keeping duties as it may deem advisable.


2








The
      Option Committee shall consist of those directors elected from time to time
      by
      the Board of Directors, except that only a Disinterested Director shall be
      permitted to serve on the Option Committee. The Board of Directors shall
      designate one of the members of the Option Committee as its chairman, and the
      Option Committee may appoint a secretary (who need not be a member of the Option
      Committee). The Option Committee shall hold its meetings at such times and
      places as it may determine. A majority of its members, present in person or
      all
      of its members by conference telephone, shall constitute a quorum. All
      determinations of the Option Committee at a meeting thereof in person or by
      conference telephone call shall be made by a majority of its members
      participating in such a meeting. The Option Committee may make any decision
      or
      determination by the unanimous written consent of all its members. The Board
      of
      Directors shall fill any vacancy in the Option Committee. No member of the
      Option Committee shall be liable for any act or omission with respect to his
      service on the Option Committee, if he acts in good faith and in a manner he
      reasonably believes to be in or not opposed to the best interests of the
      Corporation. Where a member of the Corporation’s Board of Directors serves on
      the Corporation’s Option Committee, service on the Option Committee shall
      constitute service as a director of the Corporation for all
      purposes.





**4.**  **Persons
      Eligible to Receive Options** **.** Options
      under the Plan may be granted in the discretion of the Option Committee to
      key
      employees, titled assistants, officers, founding directors and/or directors
      of
      the Corporation or any Subsidiary Corporation. Options may be granted to such
      eligible individuals whether or not they hold or have held Options previously
      granted under the Plan or otherwise granted by the Corporation or a Subsidiary
      Corporation, subject to any restrictions set forth in the Plan. In selecting
      individuals to whom Options shall be granted, the Option Committee shall take
      into consideration any factors it may deem relevant, including the duties of
      the
      respective individuals and such individuals’ past, present and potential
      contributions to the success of the Corporation and its Subsidiary
      Corporations.





Notwithstanding
      anything to the contrary contained herein, the Corporation shall, on or before
      January 30 of each year during the term of this Plan, award options for one
      thousand (1000) shares of Common Stock to each director of the Corporation,
      who
      is not a full time employee of the Corporation or any Subsidiary Corporation,
      for all meetings of the Board of Directors of the Corporation or any committee
      thereof which such director attended during the preceding fiscal year of the
      Corporation, in lieu of paying any cash consideration to the directors for
      their
      service as such or for attending such meetings. The foregoing sentence shall
      be
      inoperative if, on or before the first day of any fiscal year or the effective
      date of the Plan, the Board of Directors adopts a resolution providing for
      the
      payment of cash consideration to the directors for their service as such and
      for
      attending meetings of the Board of Directors and the committees thereof during
      the ensuing fiscal year or the remainder of the fiscal year during which the
      Plan first became effective.


3








**5.**  **Stock
      Available for Options** **.** The
      number of shares of voting Common Stock available for Options granted under
      the
      Plan shall be 195,714. Such amount may be adjusted pursuant to Section 6(f)
      hereof. Shares of Common Stock used for purposes of the Plan shall be authorized
      and unissued shares, or issued shares designated on the Corporation’s balance
      sheet as “treasury shares.” Shares of Common Stock subject to Options which have
      terminated or expired prior to exercise shall be available for subsequent grants
      of Options under the Plan.





**6.**  **Terms
      and Conditions of Options** **.** The
      Option Committee shall prescribe the terms and conditions of the Options granted
      to each individual, which terms and conditions need not be the same in each
      case, subject to the following:





(a)  Option
      Price .
      The
      price at which each share of Common Stock subject to an Option may be purchased
      (the “Option Price”) shall be determined by the Option Committee. The Option
      Price shall be not less than the greater of $10 or one hundred percent (100%)
      of
      the Fair Market Value of the shares of Common Stock on the date of grant of
      the
      Option. The Option Price shall be subject to adjustment as provided in Section
      6(f) hereof.





(b)  Option
      Period .
      The
      period during which an Option may be exercised shall be determined by the Option
      Committee subject to the vesting schedule referred to below, and shall in no
      event be more than ten (10) years from the date of grant of such Option. The
      exercise period shall be subject to earlier termination as provided in Section
      9
      hereof. The date of grant of an Option shall be the date specified by the Option
      Committee in its resolution granting the Option (which date may not be earlier
      than the date of the resolution). Provided that an Optionee shall otherwise
      be
      entitled to exercise an Option in accordance with terms of this Plan, the right
      of an Optionee to exercise an Option granted under the Plan will vest as
      follows:


Percent
                ofDate
            
            Options
                Which Become Exercisable
              (i.e.
                  Vested1
                Year AfterDate
                of Grant
            
            
            20
            %2
                Years AfterDate
                of Grant
            
            
            20
            %3
                Years AfterDate
                of Grant
            
            
            20
            %4
                Years AfterDate
                of Grant
            
            
            20
            %5
                Years AfterDate
                of Grant
            
            
            20
            %100
            %





4





Notwithstanding
      any other provision contained herein to the contrary, Options awarded to
      individuals who served as founding directors of the Bank for services rendered
      and risk incurred in incorporating the Bank shall vest immediately upon receipt.
      Additionally, Options awarded to any directors of the Corporation in lieu of
      compensation for attending meetings of the Company’s Board of Directors or
      committees of the Corporation’s Board of Directors shall vest immediately upon
      receipt.





In
      the
      event of the death, Retirement or Disability of an Optionee while employed
      by
      the Corporation or a Subsidiary Corporation, or the termination of the
      Optionee’s employment with the Corporation or a Subsidiary Corporation without
      cause, as defined below, or the resignation, removal, or failure of an Optionee
      who is a director of the Corporation to be re-elected to the Board of Directors
      of the Corporation, all unexpired Options held by such Optionee shall be deemed
      100% vested as of the date of such death, Retirement or Disability or
      termination of employment or expiration of service as a director of the
      Corporation. For purposes of this Section 6(b) the term “cause” shall mean any
      of the following: (i) the Optionee’s conviction of any felony offense involving
      monies or other property, or any crime of moral turpitude, or his commission
      of
      fraud or embezzlement; (ii) the Optionee’s breach of any of his fiduciary duties
      to the Corporation or any Subsidiary Corporation which breach materially
      adversely affects the business of the Corporation or Subsidiary Corporation;
      (iii) the Optionee’s willful and continual neglect or failure, after written
      demand, to discharge his duties or failure to obey a specific written direction
      from the Board of Directors of the Corporation or Chief Executive Officer of
      the
      Corporation or any Subsidiary Corporation; or (iv) the Optionee’s violation of
      any non-competition or confidentiality agreement with the Corporation or
      Subsidiary Corporation.





(c)  Exercise
      of Options and Payment .
      An
      Optionee, or his transferee pursuant to Section 6(e) hereof, may exercise an
      Option as to any or all shares of Common Stock as to which the Option has become
      exercisable; provided, however, an Option may not be exercised for fewer than
      one hundred (100) shares of Common Stock, or the number of shares of Common
      Stock remaining as to which such Option is then exercisable whichever is
      smaller. The Option shall be exercised by delivering to the Corporation written
      notice of such exercise setting forth the number of shares of Common Stock
      to be
      purchased and the name in which such shares shall be registered, together with
      a
      certified check, bank draft or money order, in the full amount of the purchase
      price therefor, in each case payable to the order of the Corporation in United
      States dollars; provided, however, that such purchase price may in the
      alternative, to the extent permitted by law, be paid by assigning and delivering
      to the Corporation shares of Common Stock having in the aggregate on the date
      of
      exercise a Fair Market Value equal to such purchase price; and provided further
      that at the election of the Option Committee, to the extent permitted by law,
      such purchase price may consist of other property, tangible or intangible,
      or
      labor or services actually received by or performed for the Corporation or
      for
      its benefit, or a combination thereof. In the absence of fraud in the
      transaction, the judgment of the Board of Directors as to the value of the
      consideration received upon the exercise of an Option shall be
      conclusive.





If
      the
      Optionee so requests, shares of Common Stock purchased upon exercise of an
      Option may be issued in the name of the Optionee or another person provided
      that
      any such shares will be subject to the restrictions contained in Section 6(j)
      hereof.





The
      shares of Common Stock issued to an Optionee upon the exercise of an Option
      may
      be restricted from further transfer for any period which may be required under
      applicable securities laws, in which case the stock certificates therefor shall
      contain a reference to such restriction.


5





(d)  No
      Right to Continued Employment .
      Nothing
      in this Plan or in any Option granted pursuant to the Plan shall confer or
      be
      deemed to confer on any individual any right to continue in the employ of the
      Corporation or any Subsidiary Corporation or be deemed to restrict in any way
      the right of the Corporation or a Subsidiary Corporation to terminate his
      employment at any time.





(e)  Nontransferability
      of Options .
      During
      the lifetime of an Optionee, Options held by such Optionee shall be exercisable
      only by such Optionee or, in the event of an Optionee’s disability, by his
      guardian or legal representative. No Option shall be assignable or transferable
      by an Optionee other than by will or applicable laws of descent and
      distribution.





(f)  Adjustments
      for Change in Stock Subject to Plan and Other Events .





(1)  In
      the
      event of a reorganization, recapitalization, stock split, stock dividend,
      combination of shares, merger, consolidation, rights offering, or any other
      change in the corporate structure or shares of Common Stock of the Corporation,
      the number of shares of Common Stock available for Options, the number of such
      shares covered by outstanding Options, and/or the Option Price per share shall
      be proportionately adjusted by the Board of Directors, to reflect any increase
      or decrease in the number of issued and outstanding shares of Common Stock;
      provided, however, that any fractional shares resulting from such adjustment
      shall be eliminated by rounding down to the nearest whole number of shares.
      The
      Board of Director’s determinations of adjustments shall be final, binding and
      conclusive.





(2)  In
      connection with (i) any sale or transfer by the Corporation of all or
      substantially all its assets, or (ii) any acquisition, directly or indirectly
      (including by way of tender or exchange offer, merger or consolidation), of
      all
      or a majority of the then outstanding voting securities of the Corporation
      by
      any person or any group (within the meaning of Section 13(d)(1) of the
      Securities Exchange Act of 1934), other than the Corporation or a Subsidiary
      Corporation, all outstanding Options under the Plan shall become fully vested
      and exercisable in full, on and after (i) 15 days prior to the effective date
      of
      such sale, transfer or acquisition or (ii) the date of commencement of such
      tender or exchange offer, as the case may be. Notwithstanding the foregoing,
      in
      no event shall any Option be exercisable at or after the date of termination
      otherwise applicable to the exercise period of such Option.





(3)  In
      the
      event of the proposed dissolution or liquidation of the Corporation, or any
      consolidation or merger in which the Corporation is the surviving corporation
      and in which there is a reclassification or change of the shares of Common
      Stock
      (other than a change in par value), all outstanding Options under the Plan
      shall
      become fully vested upon the Corporation’s adoption of the plan or agreement
      related to such event. The Option Committee may provide that the holder of
      each
      Option then exercisable shall have the right to exercise such Option (at its
      then Option Price) solely for the kind and amount of shares of stock and other
      securities, property, cash or any combination thereof that such Optionee would
      receive upon such dissolution, liquidation, or corporate consolidation or merger
      if the Optionee were already the holder of the number of shares of Common Stock
      for which such Option is exercisable; or the Option Committee may provide in
      the
      alternative, that each Option granted under the Plan shall terminate as of
      a
      date to be fixed by the Board of Directors, provided, however, that not less
      than thirty (30) days written notice of the date so fixed shall be given to
      each
      Optionee, who shall have the right, during the period of thirty (30) days
      preceding such termination, to exercise each Option as to all or any part of
      the
      shares of Common Stock subject thereto.


6





(4) Paragraphs
          (2) and (3) of this Section 6(f) shall not apply any merger
          or
          consolidation in which the Corporation is the surviving corporation and
          shares
          of Common Stock are not converted into or exchanged for stock, securities
          of any
          other corporation, cash or any other thing of value.





(g)  Registration,
      Listing and Qualification of Shares of Stock .
      Each
      Option shall be subject to the requirement that if at any time the Board of
      Directors or the Option Committee shall determine that the registration, listing
      or qualification of the shares of Common Stock subject thereto, upon any
      securities exchange or under any federal or state law, or the consent or
      approval of any governmental regulatory body, is necessary or desirable as
      a
      condition of, or in connection with, the granting of such Option or the purchase
      of shares of Common Stock thereunder, no such Option may be exercised unless
      and
      until such registration, listing, qualification, consent or approval shall
      have
      been effected or obtained free of any conditions not acceptable to the Option
      Committee or Board of Directors. The Corporation may require that any person
      exercising an Option shall make such representations and agreements and furnish
      such information as the Corporation deems appropriate to assure compliance
      with
      the foregoing or any other applicable legal requirement.





(h)  Rights
      as a Stockholder .
      An
      Optionee shall have no rights as a stockholder with respect to any shares
      covered by the Option until the date of the issuance of a stock certificate
      to
      him for such shares. No adjustment shall be made for dividends (ordinary or
      extraordinary, whether in cash, securities or other property) or distributions
      or other rights for which the record date is prior to the date such stock
      certificate is issued, except as provided in Section 6(f) hereof.





(i)  Option
      Agreements .
      Each
      Option granted pursuant to the Plan shall be evidenced by a written option
      agreement (“Option Agreement”) between the Corporation and the Optionee, which
      agreement shall, subject to the terms and conditions contained in the Plan,
      state: the number of shares of Common Stock to which the Option relates, the
      Option Price, and that the terms and conditions of this Plan shall be
      incorporated therein by reference. Each Option Agreement shall contain such
      other provisions, including, without limitation, the imposition of restrictions
      upon the exercise of an Option, as the Option Committee shall deem
      advisable.





(j)  Sale
      of Shares .
      An
      Optionee may not sell any Common Stock which is acquired pursuant to the
      exercise of an Option hereunder for a period of six (6) months after he acquires
      such Common Stock.





**7.**  **Agreement
      by Optionee Regarding Withholding Taxes** **.** If the
      Option Committee shall so require, each Optionee shall agree that as a condition
      of exercise of an Option:





(a)  no
      later
      than the date of exercise of any Option granted hereunder, the Optionee will
      pay
      to the Corporation or make arrangements satisfactory to the Option Committee
      regarding payment of any Federal, state or local taxes of any kind required
      by
      law to be withheld upon the exercise of such Option, and





(b)  the
      Corporation shall have the right to deduct from any payment of any kind
      otherwise due to the Optionee, Federal, state or local taxes of any kind
      required by law to be withheld upon the exercise of such Option or to retain
      a
      sufficient number of shares to equal the amount of tax required to be withheld
      with respect to the exercise of an Option.


7








**8.**  **Term,
      Amendment and Termination of the Plan** **.** Options
      may be granted pursuant to the Plan from time to time within a ten-year period
      from the date the Plan is adopted by the Board of Directors; provided, however,
      that the Board of Directors may at any time prior to that date terminate the
      Plan. The Board of Directors may at any time suspend, amend or modify the Plan
      subject to the approval of the Superintendent to be obtained in accordance
      with
      applicable law; provided, that no amendment or modification to the Plan which
      eliminates or adversely affects a right or privilege of an Optionee shall have
      any retroactive effect unless required by law. In addition, the approval of
      the
      holders of a majority of the Corporation’s outstanding Common Stock shall be
      required to any amendment, other than an adjustment made pursuant to Section
      6(f) hereof, which would (i) increase the number of shares of Common Stock
      as to
      which Options may be granted, (ii) change the number of shares of Common Stock
      which may be optioned to any single individual, (iii) decrease an Option Price,
      (iv) extend the term of the Plan or of an Option, or (v) change the persons
      or
      categories of persons eligible to be granted Options. No termination of the
      Plan
      may, without the consent of an Optionee, adversely affect the rights of such
      Optionee under any Option held by such Optionee.





**9.**  **Approval
      of Stockholders.** This
      Plan
      is subject to approval by the holders of a majority of the outstanding shares
      of
      the capital stock of the Corporation, and no Option granted hereunder shall
      be
      effective or exercisable prior to such approval. If the Plan is not approved
      as
      provided above, the Plan and all Options granted hereunder shall be null and
      void and of no force and effect.





**10.**  **Other
      Actions** **.** Nothing
      contained in the Plan shall be construed to limit the authority of the
      Corporation to exercise its corporate rights and powers, including but not
      by
      way of limitation, the right of the Corporation to grant options for proper
      corporate purposes other than under the Plan with respect to any director,
      employee or other person, firm, corporation or association.





**11.**  **No
      Obligation to Exercise Option** **.** The
      granting of an Option shall impose no obligation upon the Optionee to exercise
      such Option.





**12.** **Investment
      Purpose** **.** Each
      Option under the Plan shall be granted on the condition that the purchase of
      Common Stock thereunder shall be for investment purposes, and not with a view
      to
      resale or distribution. ****




**13.** **Effective
      Date** **.** The
      effective date of the 2000 GBSB Plan February 22, 2000, which is the date final
      approval is given to the GBSB Plan by the Superintendent. The effective date
      of
      the Plan is April 29, 2003, which is the Effective Time of the Plan of
      Reorganization.




**14.** **Execution** **.** To
      record the amendment and restatement of the Plan by the Board of Directors,
      the
      Corporation has caused its authorized officer to execute it.









**GREAT
                LAKES BANCORP, INC.**By:
            ***/s/
                Andrew W. Dorn, Jr.***Andrew
                W. Dorn, Jr.President
                and Chief Executive Officer


8