Exhibit 10.9
 FIRST AMENDMENT TO THE
FIRST NIAGARA FINANCIAL GROUPPINNACLE INCENTIVE COMPENSATION PLAN
 WHEREAS
 WHEREAS
 WHEREAS
 NOW THEREFORE
    IN WITNESS WHEREOF
 FIRST NIAGARA FINANCIAL GROUP, INC.December 4, 2008
    By:
    /s/  John R. KoelmelDate
    
    Date                              John R. KoelmelPresident & CEO




---



##### 








---



##### 



The Pinnacle of our Strategy
  
    
    improved financial performance
    
    holistic financial solutions
    
    improved Human Capital Management
    
    simplified business processes, and
    
    delivery of a unique brand of service.
   
    
    Individual goalsyour performance, beyond daily responsibilities, supporting the
broader goals of your team/business unit and the Company
    
    Team goalsyour business unit, department, or functions performance in achieving key
metrics and performance standards
    
    Company goalsFNFG achieving Earnings Per Share (EPS) and Return on Assets (ROA) goals
 Our total compensation philosophy
  Rewards Where You Make a Positive Impact
 and
  1




---



##### 



How much
 
  To sum it up, pinnacle performanceas an individual, a team, and a Company will result in top
rewards.
  Whos Eligible
 st
 The following employees are not eligible for the incentive compensation plan:
 
    
    participants under the Consumer Bank Incentive Compensation Plan
    
    employees who earn commissions
    
    participants in another producer or commissioned sales plan already established by the
Company for 2005
    
    temporary employees
  2




---



##### 



At a Glance...How the Plan Works
  
    
    Getting Involved
 
    
    Goal Setting
    
    Making Successful Contributions to the Strategic Blueprint
 
    
    Incentive Pool Funding
    
    Getting Recognized & RewardedDetermining and Delivering Individual Incentive Awards
 
  3




---



##### 



Determining and Communicating Measures, Goals, Objectives
  SMART S M A R T
 Important:
 Your Incentive Compensation Opportunity
 Performance Categories and Performance Measures
 Performance
    
    Weighting*
    
    PerformanceJob Role
    
    Category
    
    (% of Target)
    
    Measure
    
    GoalNon-Exempt 
Employees(not covered under the Consumer Bank Incentive Plan)
    
    Company
    
    
    10%
    
    
    EPS
ROA
    
    84¢ per share
1.17%Team (Business
Unit/Department)
    
    
    60%  90
    %
    
    Service standards
    
    Exceed ObjectiveKey Financial
Measures
    
    For ex., end year at 90% of operating budgetEmployee Development
    
    Completing
Individual
Development PlansIndividual
    
    
    0%  30
    %
    
    Contribution to
success of
Strategic Blueprint
action plans
    
    Achievement of GoalSales/Service GoalsExempt Employees
and Individual
Contributor Role
Officers without
Direct Reports
    
    Company
    
    
    15%
    
    
    EPS
ROA
    
    84¢ per share
1.17%Team (Business
Unit/Department)
    
    
    45%  65
    %
    
    Service standards
    
    Exceed ObjectiveKey Financial
Measures
    
    For ex., end year
at 90% of operating
budgetRetention of Key
Talent
    
    Retain 100% of high
performing talentIndividual
    
    
    20%  40
    %
    
    Contribution to
success of
Strategic Blueprint
action plans
    
    Achievement of GoalSales/Service Goals
 *
    
    Weighting is based on how muchyour role and responsibilities directly influence the performance category.
Weightings add up to 100% of your incentive opportunity. Actual weightings will be communicated during performance
planning.  4




---



##### 



Performance Categories and Performance Measures
  Performance
    
    Weighting*
    
    PerformanceJob Role
    
    Category
    
    (% of Target)
    
    Measure
    
    GoalNon-commissioned Producers
    
    Company
    
    10%
    
    EPS
    
    84¢ per shareROA
    
    1.17%Team (BusinessUnit/Department)
    
    30%
    
    Service standards
    
    Exceed ObjectiveKey Financial
    
    For ex., end yearMeasures
    
    at 90% of operatingbudgetEmployee Development
    
    CompletingIndividualDevelopment PlansIndividual
    
    60%
    
    Contribution to
    
    Achievement of Goalsuccess ofStrategic Blueprintaction plansOfficers and Managers
with Direct Reports
    
    Company
    
    20%
    
    EPSROA
    
    84¢ per share1.17%Team (BusinessUnit/Department)
    
    65%
    
    Service standards
    
    Exceed ObjectiveKey Financial
    
    For ex., end yearMeasures
    
    at 90% of operatingbudgetRetention of Key Talent
    
    Retain 100% of highperforming talentIndividual
    
    15%
    
    Contribution to
    
    Achievement ofsuccess of
    
    GoalStrategic Blueprintaction plansSenior Officers (VP/SVP)
Reporting Directly to
Executive Steering
    
    Company
    
    30%
    
    EPSROA
    
    84¢ per share1.17%Team (BusinessUnit/Department)
    
    50%  60%
    
    Service standards
    
    Exceed ObjectiveKey Financial
    
    For ex., end yearMeasures
    
    at 90% of operatingbudgetRetention of Key
    
    Retain 100% of highTalent
    
    performing talentIndividual
    
    10%  20%
    
    Contribution to
    
    Achievement of Goalsuccess ofStrategic Blueprintaction plans
 *
    
    Weighting is based on how muchyour role and responsibilities directly influence the performance category. Weightings
add up to 100% of your incentive opportunity. Actual weightings will be communicated during performance planning. Funding the Incentive Pool
   5




---



##### 



Determining and Delivering Your Individual Incentive Compensation Award
  Branch Managers Note:
 At Target Performance
  WeightingPerformance
    
    (% of target
    
    
    Performance
    
    
    
    
    
    
    Attainment
    
    
    IncentiveCategory
    
    award)
    
    
    Measures
    
    
    Goal
    
    
    of Goal
    
    
    PayoutCompany
    
    
    20
    %
    
    Earnings per Share
    
    84¢ per share
    
    
    100
    %
    
    $
    400Assumes FNFG meets
threshold Net
Income goal & pool
is funded
    
    
    
    
    
    Return on Assets
    
    
    1.17%
    
    
    
    100
    %
    
    $
    400Team
    
    
    65
    %
    
    Unit/Department
    
    Achievement of goal
    
    
    100
    %
    
    $
    866(Business Unit/Department)
    
    
    
    
    
    Service StandardsKey Financial
    
    Achievement of goal
    
    
    100
    %
    
    $
    867MeasuresRetention of Key
    
    Retention of top
    
    
    100
    %
    
    $
    867Talent
    
    talentIndividual
    
    
    15
    %
    
    Contribute to
    
    Achievement of goal
    
    
    100
    %
    
    $
    300Strategic BlueprintactionsSales/Service Goals
    
    Achievement of goal
    
    
    100
    %
    
    $
    300Total Incentive Payout: 100% Goal Attainment, 100% of Target
    
    $
    4,000
   6




---



##### 



Below Target Performance
 not
 WeightingPerformance
    
    (% of target
    
    
    Performance
    
    
    
    
    
    
    Attainment
    
    
    IncentiveCategory
    
    award)
    
    
    Measures
    
    
    Goal
    
    
    of Goal
    
    
    PayoutCompany
    
    
    20
    %
    
    Earnings per Share
    
    84¢ per share
    
    
    100
    %
    
    $
    400Assumes FNFG meets
threshold Net
Income goal & pool
is funded
    
    
    
    
    
    Return on Assets
    
    
    1.17%
    
    
    
    100
    %
    
    $
    400Team
    
    
    65
    %
    
    Unit/Department
    
    Achievement of goal
    
    
    95
    %
    
    $
    823(Business
    
    
    
    
    
    Service StandardsUnit/Department)Key Financial
    
    Achievement of goal
    
    
    95
    %
    
    $
    823MeasuresRetention of Key
    
    Retention of top
    
    
    95
    %
    
    $
    823Talent
    
    talentIndividual
    
    
    15
    %
    
    Contribute to
    
    Achievement of goal
    
    
    90
    %
    
    $
    270Strategic BlueprintactionsSales/Service Goals
    
    Achievement of goal
    
    
    90
    %
    
    $
    270Total Incentive Payout (95% of target)
    
    $
    3,809
 Please note that the projections above are displayed for the sole purpose of providing you with a
better understanding of the incentive compensation plan. Actual incentive awards are determined by
Company, team, and individual performance goals and resultsand are subject to review and approval
by the Executive Officer of your business unit.
 How and When Awards Are Paid
   7




---



##### 



What Happens If....
  
    
    If your promotion impacts your target award amount, your manager will inform you. You
will be eligible for a revised target award on a pro-rated basis, effective from the date
of your promotion.
  
    
    If you transfer from a participating business unit to a non-participating business unit
or from a non-participating business unit to a participating business unit, you may be
eligible for a pro-rated incentive award. Any pro-rated incentive will be based on FNFG
achievement of Net Income, EPS and ROA goals, individual/team accomplishments and the
portion of the plan year worked at the participating business unit.
  
    
    If your demotion impacts your target award amount, your manager will inform you. You
will be eligible for a revised target award on a pro-rated basis, effective from the date
of your demotion.
  
    
    Rehire Individuals who terminate employment from the Company during the year and are
later rehired will have their incentive eligibility determined as of the date of their
rehire.
 
    
    Voluntary termination If you terminate employment voluntarily before the incentive
payout date, you will not be eligible to receive an incentive award.
 
    
    Involuntary termination If employment is terminated involuntarily, you will not be
eligible for an incentive award.
  8




---



##### 



Defining Important Terms
 Business Unit/Business Unit Pool
 
    
    FNFGs business units are Consumer Banking, Commercial Banking, Financial Services
(Wealth and Risk Management) Finance, Technology & Operations, and Administration.
 
    
    The Company Pool is allocated to the Business Unit Pool based on eligible wages and
target awards for that team/Business Unit. The CEO may distribute more or less than the
Company-funded percentage to the team/Business Unit, based on its performance and
contribution to the organizations results.
 Earnings Per Share
 
    
    Earnings, also known as net income or net profit, are the money that is left over after
a Company pays all of its bills. Earnings Per Share is calculated by dividing the dollar
amount of the earnings the Company reports over the past 12 months by the number of shares
it currently has outstanding.
 Company Pool
 
    
    The Company Pool, also known as the Pinnacle Incentive Plan Pool, begins to be funded
when FNFG achieves a threshold percentage of its Net Income goal. As FNFG improves the
percent of Net Income goal achieved, the Company Pool continues to increase. No incentive
payments will be made if FNFG does not achieve the minimum threshold of its Net Income
goal.
 Net Income Goal
 
    
    FNFGs Net Income is the Banks earnings after paying taxes and all other expenses.
FNFG must achieve a minimum threshold Net Income goal in order to fund incentive payments.
 Performance Year
 
    
    The performance year for determining incentive awards is the calendar year.
 Return on Assets
 
    
    Return on Assets (ROA) tells you what the Company can do with what its got, i.e.,
how many dollars of profits we can achieve for each dollar of assets we control. Return
on Assets is determined by dividing net earnings by total assets.
 Strategic Blueprint
 
    
    Our Strategic Blueprint is the plan that will guide FNFG to the next performance level
by placing customers at the center of what we do. The Strategic Blueprint clearly defines
FNFGs Vision, Values, and strategic business drivers, and articulates what, how, and
when FNFG will execute on each driver to achieve our stretch performance goals.
 Target Award
 
    
    Your target award is a percentage of your wages. Your target percentage is based on
your job position and ability to influence Company performance results. Your manager will
communicate your target award during performance planning for the year, or, if you are
newly hired, your target award will be stated in your employment offer letter.
  9




---



##### 



Threshold
 
    
    Threshold means the minimum level of goal attainment.
 Wages
 
    
    Wages include base salary, special situations pay, and your contributions to 401(k) and
Flex 125 deferrals during the calendar year. Wages do not include other benefit pay,
incentive pay under this Pinnacle Plan, The Consumer Bank Incentive Plan, EIP/MIP or
predecessors, other special incentive pay, and non-cash, or stock, compensation paid in
the calendar year.
 Weighting
 
    
    Weighting-or how muchof your total incentive is tied to a performance category-
depends on the extent to which you have direct accountability for First Niagaras Company
Goals. If your accountability for Company performance is significant, a slightly greater
portion of your incentive will be tied to Company performance than someone in a job with
indirect accountability for Company performance. Total weightings in all performance
categories add up to 100% of your incentive opportunity.
  10




---



##### 



11




---



##### 



This is a brief summary of the
Pinnacle Incentive Compensation
Plan effective January 1, 2005
for the 2005 calendar year. It is
not a guarantee of eligibility
for incentive compensation or the
receipt of an incentive
compensation award.
 Nothing in this brochure or the
plan document gives FNFG the
right to require an employee to
remain employed, to interfere
with an employees right to
terminate employment, or gives an
employee the right to be employed
or remain employed by FNFG.
 FNFG can modify, suspend,
reinstate, or terminate the
incentive compensation plan at
any time with or without notice
to employees. The actual terms
and conditions of FNFGs
incentive compensation program
are contained in the
administrative documents, which
will govern in case of any
questions about eligibility,
opportunities, and rewards.
  12