##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K/A
 (Amendment No. 1)
 
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended December 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File No. 000-23975
 
 FIRST NIAGARA FINANCIAL GROUP, INC.
 (Exact name of registrant as specified in its charter)
 
 Delaware
    
    42-1556195(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification Number)726 Exchange Street, Suite 618, Buffalo, NY
    
    14210(Address of Principal Executive Offices)
    
    (Zip Code)
 (716) 819-5500
 Securities Registered Pursuant to Section 12(b) of the Act:
 Common Stock, par value $0.01 per share
    
    The NASDAQ Stock Market LLC(Title of Class)
    
    (Name of Exchange on which Registered)
 Securities Registered Pursuant to Section 12(g) of the Act:
None
 
 YES þ NO o
 YES o NO þ
 YES þ NO o
 YES o NO o
 o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o
 YES o NO þ




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TABLE OF CONTENTS  ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESExhibit 23Exhibit 31.1Exhibit 31.2Exhibit 32    Table of Contents  DOCUMENTS INCORPORATED
BY REFERENCE
  Document
    
    PartProxy Statement for
the 2010 Annual
Meeting of
Stockholders
    
    Part III, Item 10
Directors, Executive Officers and Corporate GovernancePart III, Item 11
Executive CompensationPart III, Item 12
Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder MattersPart III, Item 13
Certain Relationships and Related Transactions, and
Director IndependencePart III, Item 14
Principal Accountant Fees and Services
 Explanatory Note
   
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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Credit
    
    
    Maximum
    
    
    Principal
    
    
    Amount
    
    
    Interest
    
    
    Interestextended
    
    
    indebtedness
    
    
    repaid
    
    
    outstanding
    
    
    paid
    
    
    incurred
    
    
    InterestRelated person
    
    Relationship
    
    
    during 2009
    
    
    during 2009(1)
    
    
    during 2009
    
    
    12/31/09
    
    
    during 2009
    
    
    during 2009
    
    
    rateBowers, G. Thomas
    
    Director
    
    $
    
    
    
    $
    737,079
    
    
    $
    16,026
    
    
    $
    721,053
    
    
    $
    38,191
    
    
    $
    38,191
    
    
    
    5.250
    %Cantara, Daniel
    
    Executive officer
    
    
    
    
    
    
    305,039
    
    
    
    19,693
    
    
    
    285,346
    
    
    
    12,162
    
    
    
    12,162
    
    
    
    4.125
    %Harrington, Michael
    
    Executive officer
    
    
    
    
    
    
    223,918
    
    
    
    5,425
    
    
    
    218,493
    
    
    
    9,689
    
    
    
    9,689
    
    
    
    4.375
    %Koelmel, John R.
    
    Executive officer & director
    
    
    
    
    
    
    
    577,450
    
    
    
    12,859
    
    
    
    564,591
    
    
    
    29,200
    
    
    
    29,200
    
    
    
    5.125
    %Little, J. Lanier
    
    Executive officer
    
    
    275,000
    
    
    
    275,000
    
    
    
    2,397
    
    
    
    272,603
    
    
    
    6,213
    
    
    
    6,213
    
    
    
    4.000
    %Polino, Frank
    
    Executive officer
    
    
    
    
    
    
    269,874
    
    
    
    4,570
    
    
    
    265,304
    
    
    
    13,725
    
    
    
    13,725
    
    
    
    5.125
    %Total
    
    
    
    
    
    $
    275,000
    
    
    $
    2,388,360
    
    
    $
    60,970
    
    
    $
    2,327,390
    
    
    $
    109,180
    
    
    $
    109,180
 (1)
    
    All loans are residential mortgage loans secured by a first mortgage on a
residential property 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
   Exhibit Index to Form 10-K/AExhibit 23
    
    Consent of Independent Registered Public Accounting FirmExhibit 31.1
    
    Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Exhibit 31.2
    
    Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Exhibit 32
    
    Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
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##### Table of Contents



SIGNATURES
  FIRST NIAGARA FINANCIAL GROUP, INC.Date: September 15, 2010
    By:
    /s/ John R. KoelmelJohn R. KoelmelPresident and Chief Executive Officer
(Principal Executive Officer)  Signatures
    
    Title
    
    Date/s/ John R. Koelmel

John R. Koelmel
    
    Director, President & CEO
(Principal Executive Officer)
    
    September 15, 2010/s/ Michael W. Harrington

Michael W. Harrington
    
    Chief Financial Officer

(Principal Financial Officer
and 
Principal Accounting
Officer)
    
    September 15, 2010
  4