Exhibit 99
 FIRST NIAGARA FINANCIAL GROUP
401(k) PLAN
 Financial Statements as of
December 31, 2010 and 2009
And
Supplemental Schedule
Together with
Report of Independent Registered
Public Accounting Firm




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




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FIRST NIAGARA FINANCIAL GROUP 401(k) PLAN
 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS  DECEMBER 31, 2010 AND 2009
 2010
    
    
    2009ASSETSInvestments, at fair value:Mutual funds
    
    $
    94,964,993
    
    
    $
    72,473,708First Niagara Financial Group, Inc. common stock
    
    
    30,830,220
    
    
    
    27,103,092Common/collective trust fund
    
    
    5,371,103
    
    
    
    4,813,771Money market account
    
    
    3,258,846
    
    
    
    3,027,983Total investments
    
    
    134,425,162
    
    
    
    107,418,554Receivables:Notes receivable from participants
    
    
    3,260,324
    
    
    
    2,667,520Employer contributions receivable
    
    
    1,695
    
    
    
    Employee contributions receivable
    
    
    3,347
    
    
    
    7,559Other receivables
    
    
    
    
    
    
    380Total receivables
    
    
    3,265,366
    
    
    
    2,675,459Cash and cash equivalents
    
    
    754,648
    
    
    
    Total assets
    
    
    138,445,176
    
    
    
    110,094,013LIABILITIESOther liabilities
    
    
    99
    
    
    
    NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE
    
    $
    138,445,077
    
    
    $
    110,094,013Adjustment from fair value to contract value for interest in
common/collective trust fund relating to fully benefit-responsive investment contracts
    
    
    (108,365
    )
    
    
    (22,693
    )NET ASSETS AVAILABLE FOR BENEFITS
    
    $
    138,336,712
    
    
    $
    110,071,320
   1




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FIRST NIAGARA FINANCIAL GROUP 401(k) PLAN
 STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS  FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
 2010
    
    
    2009ADDITIONSEmployee contributions
    
    $
    10,829,309
    
    
    $
    7,445,138Employer contributions
    
    
    6,290,954
    
    
    
    4,284,473Rollover contributions
    
    
    3,460,801
    
    
    
    3,442,306Interest and dividend income
    
    
    3,133,756
    
    
    
    2,214,315Net appreciation in fair value of investments,
including realized gains and losses on sales
    
    
    9,370,011
    
    
    
    8,048,773Interest on notes receivable from participants
    
    
    139,865
    
    
    
    144,220Total additions
    
    
    33,224,696
    
    
    
    25,579,225DEDUCTIONSDistributions to participants
    
    
    4,739,752
    
    
    
    3,874,645Administrative expenses
    
    
    219,552
    
    
    
    127,646Total deductions
    
    
    4,959,304
    
    
    
    4,002,291Net increase
    
    
    28,265,392
    
    
    
    21,576,934NET ASSETS AVAILABLE FOR BENEFITS  beginning of year
    
    
    110,071,320
    
    
    
    88,494,386NET ASSETS AVAILABLE FOR BENEFITS  end of year
    
    $
    138,336,712
    
    
    $
    110,071,320
   2




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FIRST NIAGARA FINANCIAL GROUP 401(k) PLAN
 NOTES TO FINANCIAL STATEMENTS  DECEMBER 31, 2010 AND 2009
 1.
    
    DESCRIPTION OF PLAN
  General
     Eligibility
 Contributions
    3




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1.
    
    DESCRIPTION OF PLAN (Continued)
 Contributions (Continued)
   Participant Accounts
  Vesting
 Less than 2 years
    
    
    0
    %2 years
    
    
    20
    %3 years
    
    
    40
    %4 years
    
    
    60
    %5 years
    
    
    80
    %6 years
    
    
    100
    %
 Notes Receivable from Participants
  Forfeited Accounts
  Plan Termination
  Administrative Expenses
   4




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1.
    
    DESCRIPTION OF PLAN (Continued)
 Payment of Benefits
  2.
    
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of Accounting
    Change in Accounting Principle
 Reporting Loans to Participants by Defined Contribution Pension Plans
 Use of Estimates
   5




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2.
    
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 Investment Valuation and Income Recognition
   Payment of Benefits
  Risks and Uncertainties
  Reclassification
  3.
    
    FAIR VALUE MEASUREMENTS
  Level 1 Inputs
 Level 2 Inputs
 Level 3 Inputs
  6




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3.
    
    FAIR VALUE MEASUREMENTS (Continued)
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalMutual Funds:Target Retirement Funds
    
    $
    23,723,161
    
    
    $
    
    
    
    $
    
    
    
    $
    23,723,161Large Cap Funds
    
    
    20,616,747
    
    
    
    
    
    
    
    
    
    
    
    20,616,747Bond Funds
    
    
    17,324,168
    
    
    
    
    
    
    
    
    
    
    
    17,324,168Foreign Funds
    
    
    9,699,082
    
    
    
    
    
    
    
    
    
    
    
    9,699,082Mid Cap Funds
    
    
    8,129,637
    
    
    
    
    
    
    
    
    
    
    
    8,129,637Equity Income Funds
    
    
    7,978,782
    
    
    
    
    
    
    
    
    
    
    
    7,978,782Small Cap Funds
    
    
    7,493,416
    
    
    
    
    
    
    
    
    
    
    
    7,493,416FNFG common stock
    
    
    30,830,220
    
    
    
    
    
    
    
    
    
    
    
    30,830,220Common/collective trust fund
    
    
    
    
    
    
    5,371,103
    
    
    
    
    
    
    
    5,371,103Money market accounts
    
    
    3,258,846
    
    
    
    
    
    
    
    
    
    
    
    3,258,846$
    129,054,059
    
    
    $
    5,371,103
    
    
    $
    
    
    
    $
    134,425,162
     7




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3.
    
    FAIR VALUE MEASUREMENTS (Continued)
  Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalMutual funds:Target Retirement Funds
    
    $
    18,341,818
    
    
    $
    
    
    
    $
    
    
    
    $
    18,341,818Large Cap Funds
    
    
    15,925,930
    
    
    
    
    
    
    
    
    
    
    
    15,925,930Bond Funds
    
    
    12,744,339
    
    
    
    
    
    
    
    
    
    
    
    12,744,339Foreign Funds
    
    
    7,535,647
    
    
    
    
    
    
    
    
    
    
    
    7,535,647Equity Income Funds
    
    
    7,032,272
    
    
    
    
    
    
    
    
    
    
    
    7,032,272Mid Cap Funds
    
    
    5,655,193
    
    
    
    
    
    
    
    
    
    
    
    5,655,193Small Cap Funds
    
    
    5,233,990
    
    
    
    
    
    
    
    
    
    
    
    5,233,990Moderate Allocation Funds
    
    
    4,519
    
    
    
    
    
    
    
    
    
    
    
    4,519FNFG common stock
    
    
    27,103,092
    
    
    
    
    
    
    
    
    
    
    
    27,103,092Common/collective trust fund
    
    
    
    
    
    
    4,813,771
    
    
    
    
    
    
    
    4,813,771Money market accounts
    
    
    3,027,983
    
    
    
    
    
    
    
    
    
    
    
    3,027,983$
    102,604,783
    
    
    $
    4,813,771
    
    
    $
    
    
    
    $
    107,418,554
 4.
    
    INVESTMENTS
  
    
    Allianz NFJ Dividend Value Admin Fund  A mutual fund that seeks growth of
capital and income. It invests a large portion of its net assets in common stocks
and other equity securities of companies that are expected to pay dividends.
 
    
    Schwab Retirement Advantage Money Fund- A money market fund that seeks the highest
current income along with the consistent stability of capital and liquidity. The
fund invests in high-quality short-term money market investments.
 
    
    Bridgeway Ultra-Small Company Market Fund  A mutual fund that seeks to provide a
long-term total return of capital primarily through capital appreciation. It is
comprised mainly of ultra-small company stocks.
 
    
    Columbia Acorn Z Fund  A mutual fund that seeks to provide a long-term return of
capital mainly though capital appreciation. The fund invests a majority of its net
assets in the common stock of small- and mid-sized companies.
 
    
    Growth Fund of America R4  A mutual fund that seeks to provide you with growth of
capital. The fund invests primarily in common stocks ands seeks to invest in
companies that appear to offer superior opportunities of growth in capital.
 
    
    Janus Enterprise T Fund  A mutual fund that seeks long-term capital growth,
consistent with preservation of capital and balanced by current income. It normally
invests in equity securities selected for growth and income potential and fixed
income senior securities.
 
    
    Oakmark Equity & Income I Fund- A mutual fund that seeks income, preservation, and
growth in capital. It invests a large portion of its total assets in common stock
and and U.S. government and debt securities.
  8




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4.
    
    INVESTMENTS (Continued)
 
    
    Royce Pennsylvania Mutual Investment Fund- A mutual fund that seeks a long-term
growth of capital. It invests the Funds assets primarily in the equity securities
of small-cap and micro-cap companies.
 
    
    PIMCO Total Return Admin Fund  A mutual fund that seeks maximum total return,
consistent with preservation of capital. Its comprised of bonds, debt securities
and other similar instruments issued by various U.S. and non-U.S. public- or
private-sector entities.
 
    
    Vanguard Short-Term Bond Index Fund- The fund seeks to track the performance of a
broad, market-weighted bond index. It invests by sampling the index, meaning that it
holds a broadly diversified collection of securities that, in the aggregate,
approximates the full index in terms of key risk factors and other characteristics.
All of the funds investments will be selected through the sampling process, and at
the majority of the funds assets will be invested in bonds held in the Index.
 
    
    Morley Stable Value Fund- The fund seeks low volatility, stable principal value,
and consistent returns on a component of their retirement investments. It invests in
low-risk, moderate yield investments.
 
    
    Vanguard Total International Stock Fund  A mutual fund that seeks to track the
performance of a benchmark index that measures the investment return of stocks issued
by companies located in Europe, the Pacific region, and emerging markets countries.
It is comprised of investments in three other Vanguard funds  the Vanguard European
Stock Index Fund, the Vanguard Pacific Stock Index Fund, and Vanguard Emerging
Markets Stock Index Fund.
 
    
    Vanguard 500 Index Fund  A mutual fund that seeks to track the performance of a
benchmark index that measures the investment return of large capitalization stocks.
 
    
    Perkins Mid Cap Value T Fund  A mutual fund that seeks capital appreciation. The
Fund invests primarily in common stocks selected for their capital appreciation
potential.
 
    
    Columbia Small Cap Value I Z Fund  The investment seeks long-term capital growth.
The fund normally invests 80% of net assets in equity securities of companies that
have market capitalizations in the range of the companies in the Russell 2000 Value
Index at the time of purchase that the Advisor believes are undervalued. It may
invest up to 20% of its total assets in foreign securities.
 
    
    Vanguard Long-Term Bond Index Fund  A mutual fund which seeks to track the
performance of a market-weighted bond index with a long term dollar-weighted average
maturity. It consists of medium and larger issues of U.S. government, investment
grade corporate, and investment grade international dollar-denominated bonds that
have maturities greater than 10 years and are publicly traded.
 
    
    Vanguard Target Retirement 2015 Fund  A mutual fund which seeks to provide
capital appreciation and current income consistent with its asset allocation. The
fund invests in other Vanguard funds according to an asset allocation strategy
designed for investors planning to retire in or within a few years of 2015.
 
    
    Vanguard Target Retirement 2020 Fund  A mutual fund which seeks to provide
capital appreciation and current income consistent with its asset allocation. The
fund invests in other Vanguard funds according to an asset allocation strategy
designed for investors planning to retire in or within a few years of 2020.
  9




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4.
    
    INVESTMENTS (Continued)
 
    
    Vanguard Target Retirement 2025 Fund  A mutual fund which seeks to provide
capital appreciation and current income consistent with its asset allocation. The
fund invests in other Vanguard funds according to an asset allocation strategy
designed for investors planning to retire in or within a few years of 2025.
 
    
    Vanguard Target Retirement 2030 Fund  A mutual fund which seeks to provide
capital appreciation and current income consistent with its asset allocation. The
fund invests in other Vanguard funds according to an asset allocation strategy
designed for investors planning to retire in or within a few years of 2030.
 
    
    Vanguard Target Retirement 2035 Fund  A mutual fund which seeks to provide
capital appreciation and current income consistent with its asset allocation. The
fund invests in other Vanguard funds according to an asset allocation strategy
designed for investors planning to retire in or within a few years of 2035.
 
    
    Vanguard Target Retirement 2040 Fund  A mutual fund which seeks to provide
capital appreciation and current income consistent with its asset allocation. The
fund invests in other Vanguard funds according to an asset allocation strategy
designed for investors planning to retire in or within a few years of 2040.
 
    
    Vanguard Target Retirement 2045 Fund  A mutual fund which seeks to provide
capital appreciation and current income consistent with its asset allocation. The
fund invests in other Vanguard funds according to an asset allocation strategy
designed for investors planning to retire in or within a few years of 2045.
 
    
    Vanguard Target Retirement Income Fund  A mutual fund which seeks to provide
current income and some capital appreciation. It consists of investments in other
Vanguard mutual funds.
 
    
    Vanguard Mid Cap Index Fund  A mutual fund that seeks to track the performance
of a benchmark index that measures the investment return of mid-capitalization
stocks.
   2010
    
    
    2009Vanguard 500 Index Fund
    
    $
    14,976,211
    
    
    $
    13,363,738Vanguard Short-Term Bond Fund
    
    $
    8,670,106
    
    
    $
    7,914,698Vanguard Total Intl Stock Fund
    
    $
    9,699,082
    
    
    $
    7,535,647Oakmark Equity & Income I Fund
    
    $
    7,978,782
    
    
    $
    7,032,272Vanguard Target Retirement 2025 Fund
    
    $
    
    
    
    $
    5,895,715FNFG common stock
    
    $
    30,830,220
    
    
    $
    27,103,092
  10




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4.
    
    INVESTMENTS (Continued)
  2010
    
    
    2009Mutual funds
    
    $
    8,867,282
    
    
    $
    11,580,197FNFG common stock
    
    
    481,298
    
    
    
    (3,614,609
    )Common/collective trust fund
    
    
    21,431
    
    
    
    83,185$
    9,370,011
    
    
    $
    8,048,773
 5.
    
    RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
  2010
    
    
    2009Net assets available for benefits per the financial
statements
    
    $
    138,336,712
    
    
    $
    110,071,320Adjustment from contract value to fair value
    
    
    108,365
    
    
    
    22,693Net assets available for benefits per Form 5500
    
    $
    138,445,077
    
    
    $
    110,094,013
  2010
    
    
    2009Net increase in net assets per financial statements
    
    $
    28,265,392
    
    
    $
    21,576,934Adjustment from contract value to fair value
    
    
    85,672
    
    
    
    10,716Net increase in net assets per Form 5500
    
    $
    28,351,064
    
    
    $
    21,587,650
 6.
    
    TAX STATUS
    11




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7.
    
    PARTY-IN-INTEREST TRANSACTIONS
      12




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FIRST NIAGARA FINANCIAL GROUP 401(k) PLAN
 Schedule H, line 4(i)  Schedule of Assets (Held at End of Year)  December 31, 2010
 (a)
    
    (b)
    
    (c)
    
    (d)Identity of Issuer
    
    Description of Investment
    
    Fair ValueCash and Cash Equivalents
    
    $
    754,648Money Market Accounts:*
    
    Charles Schwab Trust Co.
    
    Schwab Retirement Advantage Money Fund
    
    
    3,258,846Common/Collective Trust Fund:Principal Funds Distributor, Inc.
    
    Morley Stable Value Fund
    
    
    5,371,103Mutual Funds:The Vanguard Group
    
    Vanguard 500 Index Fund
    
    
    14,976,211The Vanguard Group
    
    Vanguard Total Intl Stock Index
    
    
    9,699,082The Vanguard Group
    
    Vanguard Short-Term Bond Index
    
    
    8,670,106The Oakmark Funds
    
    Oakmark Equity & Income I
    
    
    7,978,782The Vanguard Group
    
    Vanguard Target Retirement 2025
    
    
    6,881,596The Vanguard Group
    
    Vanguard Mid Cap Index
    
    
    5,969,907Royce Fund Services, Inc.
    
    Royce Pennsylvania Mutual Invmt
    
    
    5,854,245The Vanguard Group
    
    Vanguard Target Retirement 2035
    
    
    5,657,724Allianz Global Investors Distributors LLC
    
    PIMCO Total Return Admin
    
    
    5,068,779The Vanguard Group
    
    Vanguard Long-Term Bond Index
    
    
    3,585,283The Vanguard Group
    
    Vanguard Target Retirement 2015
    
    
    3,542,947The Vanguard Group
    
    Vanguard Target Retirement 2045
    
    
    3,303,538American Funds Distributors
    
    Growth Fund of America R4
    
    
    3,294,417Allianz Global Investors Distributors LLC
    
    Allianz NFJ Dividend Value Admin
    
    
    2,346,119The Vanguard Group
    
    Vanguard Target Retirement Income
    
    
    1,609,717The Vanguard Group
    
    Vanguard Target Retirement 2020
    
    
    1,599,162Janus Distributors LLC
    
    Perkins Mid Cap Value T
    
    
    1,279,528Janus Distributors LLC
    
    Janus Enterprise T
    
    
    880,202Columbia Management Investment Distributors, Inc.
    
    Columbia Small Cap Value I Z
    
    
    822,535Columbia Management Investment Distributors, Inc.
    
    Columbia Acorn Z
    
    
    816,587The Vanguard Group
    
    Vanguard Target Retirement 2030
    
    
    590,621The Vanguard Group
    
    Vanguard Target Retirement 2040
    
    
    537,856Foreside Fund Services, LLC
    
    Bridgeway Ultra-Small Company Market
    
    
    4994,964,993*
    
    First Niagara Financial Group, Inc.
    
    Common Stock
    
    
    30,830,220*
    
    Notes receivable from participants
    
    Interest rates range from 3.25% to 10.25%
    
    
    3,260,324$
    138,440,134
 *
    
    Denotes party-in-interest   13