Annual Meeting of StockholdersApril 28, 2009

G. Thomas Bowers

Chairman of the Board

Business Meeting

Annual Report to Shareholders

2009 Annual Meeting Agenda

Business Meeting

Business Meeting

Business Meeting

Proposal I:

Election of Directors

1. Carl A. Florio

2. David M. Zebro

Business Meeting

Proposal II:

Advisory Non-Binding Vote to

Approve Executive Compensation

Programs and Policies

Business Meeting

Proposal III:

Ratification of the Appointment of

KPMG LLP

Business Meeting

Final Polling

Michael W. Harrington

Chief Financial Officer

This presentation contains forward-looking

information for First Niagara Financial Group, Inc.

Such information constitutes forward-looking

statements (within the meaning of the Private

Securities Litigation Reform Act of 1995) which

involve significant risks and uncertainties. Actual

results may differ materially from the results

discussed in these forward-looking statements.

Safe Harbor Statement

9% Operating earnings (Reported earnings +4%)

4% Operating EPS (Reported EPS unchanged)

13% Total revenue

14% Commercial loans

18% Total loan originations

7% Total deposits

27% Tangible Common Equity

We Delivered Like Few Others:

2008 Accomplishments

¹ Operating earnings exclude: 2008 -Q1: Noninterest expense - real estate write-downs and severance related to the acquisition of Greater Buffalo

Savings Bank of $2.0 million. 2007 -Q4 2007: Noninterest income - gain on branch sales of $21.5 million and investment portfolio restructuring loss of

$5.6 million, Noninterest expense - branch deposit loss of $2.3 million, 2007-Q2: Noninterest expense - real estate write-downs and severance costs

of $7.5 million related to prior year's performance improvement initiative. 2007-Q1: Noninterest expense - severance and related costs of $2.4 million.

1

1

Median for SNL banks & thrifts $1-5 billion in Mkt Cap. FNFG Revenue and Net Income excludes non-recurring

items (Operating) e.g. merger related charges

Peer

-45%

Peer

5%

FNFG

13%

Total Revenue

FNFG

9%

Net Income

$384

Million

$90

Million

Accomplishments reflected in top & bottom line results

2008

vs.

2007

2008 Accomplishments

Grew commercial business market share

Reduced dependency on single relationship depositors

Successfully integrated GBSB

Managed expense base wisely

Raised $115M from a well received equity offering

Increased brand awareness

What we DID:

Discipline/Focus/Execution

2008 Accomplishments

What we DIDN’T do:

Disciplined decision making – stuck to the “basics”

Forget about the customer

Stop investing for long term growth

Pull back on lending activity

Take on troubled exposures

Incur outsized securities or credit charges

2008 Accomplishments

2008FNFG +34%

SNL Bk & Thft -45%

SNL Midcap -49%

-75

-65

-55

-45

-35

-25

-15

-5

5

15

25

A-0

9F-0

9

D-0

8

O-0

8A-0

8J-

08

A-0

8F-0

8

D-0

7

O-0

7A-0

7J-

07

A-0

7F-0

7

D-0

6

O-0

6A-0

6J-

06

A-0

6F-0

6

D-0

5

O-0

5A-0

5J-

05

A-0

5F-0

5

D-0

4

O-0

4A-0

4J-

04

A-0

4F-0

4

D-0

3

SNL Mid Bank &

Thrift

SNL Bank & Thrift

FNFG

Rewarded by market for our achievements

Stock Price PerformanceJanuary 2004 to Present

%

Key Statistic Result Comment

Operating EPS

Reported EPS

$0.16

$0.14

In line with expectations

Commercial Loans $3.7B 7% Growth

Deposits $6.2B 5% Growth

Net Charge Offs /Avg. Loans

Non Performing Loans/Total Lns.

0.44%

0.81%

Favorable to peers

Total Risk Based Capital Ratio

Tier 1 Capital Ratio

Tangible Common Equity Ratio

12.77%

11.53%

8.89%

Above regulatory “well

“capitalized” levels

First Quarter 2009 Highlights

1

1

1 Average balance annualized growth over 4th quarter 2008

Completed very successful common stock offering $380 million/ 31.1 million shares

Oversubscribed - strong demand by institutional investors

Replenished capital and ready for next opportunity

First Quarter 2009 Highlights

TCE/TATA Total RBC

8.9%

12.6%

7.7%

12.8%12.8%

12.4%

Current 3/31/09 Pro Forma for $380 million

Equity Raise

Pro Forma for Equity Raise and

Branch Purchase

1,2 1,3

Notes: 1 Pro Forma ratios assume repayment of $184 million of TARP preferred.2 Assumes cash from capital raise maintained at holding company.3 Assumes all holding company cash over $100 million is downstreamed to the bank.

John R. Koelmel

President &

Chief Executive Officer

Source: Moody’s

State of the Economy

4.3% GDP- 1st Qtr est.

8.9% Unemployment – April est.

Last 10 years

Source: Moody’s

State of the Economy

Last 10 years

4.3% GDP- 1st Qtr est.

8.9% Unemployment – April est.

State of the Industry

-60

-40

-20

0

20

D-08J-08D-07J-07D-06J-06D-05J-05D-04J-04D-03

SNL Bank & Thrift Index

%

Stock Price Performance

5 Years Ending 12/31/08

First Niagara

The First Niagara Advantage

FNFG Pro Forma Top 5 Regions

Expanded First Niagara Franchise

170 Branches

Assets: $13.8 billion

Loans: $7.2 billion

Deposits: $10.4 billion

Albany

Syracuse

Warren

Rochester

Buffalo

Erie

Pittsburgh First Niagara

Acquired Branches

FNFG Pro Forma Top 5 Regions

Expanded First Niagara Franchise

170 Branches

Assets: $13.8 billion

Loans: $7.2 billion

Deposits: $10.4 billion

Albany

Syracuse

Warren

Rochester

Buffalo

Erie

Pittsburgh First Niagara

Acquired Branches

27

Stretching the CoreBased on current growth

Existing initiatives underway

Move Up Market

Strengthen the

Foundation Strengthen the Foundation

Address current needs

Accelerate investment in

improving capabilities

Ready for more M&A

opportunities

Move Up MarketLarger competitors re-trenching

in Upstate NY

New opportunities from market

disruption

Potential for talent migration due

to uncertainty

Proven Strategy in Place Today

Winning Bank Characteristics:

Ample capital to support balance sheet and play offense

No toxic assets – strong underwriting standards

Abundance of stable, low cost deposit funding

Exportable competitive advantages

Scalable operating platform

Markets and customers with significant growth potential

Strong talent pool

Proven management focus, discipline and execution

Tough Times Breed Opportunities

FIRST NIAGARA: A WINNING FRANCHISE

How Do We Make it Happen?

Execution

Discipline

Focus

29

Keep playing offense

Question & Answer

Report

of Inspectors of

Election

Annual Meeting of StockholdersApril 28, 2009