Filed by Bowne Pure Compliance





Exhibit 10.2




WAIVER




In consideration for the benefits I will receive as a result of my employer’s participation in the
United States Department of the Treasury’s TARP Capital Purchase Program, I hereby voluntarily
waive any claim against the United States or my employer for any changes to my compensation or
benefits that are required to comply with the regulation issued by the Department of the Treasury
as published in the Federal Register on October 20, 2008.



I
acknowledge that this regulation may require modification of the compensation, bonus,
incentive and other benefit plans, arrangements, policies and agreements (including so-called
“golden parachute” agreements) that I have with my employer or in which I participate as they
relate to the period the United States holds any equity or debt securities of my employer acquired
through the TARP Capital Purchase Program.



This waiver includes all claims I may have under the laws of the United States or any state related
to the requirements imposed by the aforementioned regulation, including without limitation a claim
for any compensation or other payments I would otherwise receive, any challenge to the process by
which this regulation was adopted and any tort or constitutional claim about the effect of these
regulations on my employment relationship.



	 	 	 
	/s/ Daniel E. Cantara, III
	 	 
	 

Daniel E. Cantara, III

	 	 
	Executive Vice President, Commercial Business,
	 	 
	   Regional President, Western New York
	 	 
	First Niagara Financial Group, Inc.
	 	 






November 19, 2008




UST Sequence No. 9




 


 









 




WAIVER



In consideration for the benefits I will receive as a result of my employer’s participation in the
United States Department of the Treasury’s TARP Capital Purchase Program, I hereby voluntarily
waive any claim against the United States or my employer for any changes to my compensation or
benefits that are required to comply with the regulation issued by the Department of the Treasury
as published in the Federal Register on October 20, 2008.



I
acknowledge that this regulation may require modification of the compensation, bonus,
incentive and other benefit plans, arrangements, policies and agreements (including so-called
“golden parachute” agreements) that I have with my employer or in which I participate as they
relate to the period the United States holds any equity or debt securities of my employer acquired
through the TARP Capital Purchase Program.



This waiver includes all claims I may have under the laws of the United States or any state related
to the requirements imposed by the aforementioned regulation, including without limitation a claim
for any compensation or other payments I would otherwise receive, any challenge to the process by
which this regulation was adopted and any tort or constitutional claim about the effect of these
regulations on my employment relationship.



	 	 	 
	/s/ Michael W. Harrington
	 	 
	 

Michael W. Harrington

	 	 
	Chief Financial Officer
	 	 
	First Niagara Financial Group, Inc.
	 	 






November 19, 2008




UST Sequence No. 9




 


 









 




WAIVER




In consideration for the benefits I will receive as a result of my employer’s participation in the
United States Department of the Treasury’s TARP Capital Purchase Program, I hereby voluntarily
waive any claim against the United States or my employer for any changes to my compensation or
benefits that are required to comply with the regulation issued by the Department of the Treasury
as published in the Federal Register on October 20, 2008.



I
acknowledge that this regulation may require modification of the compensation, bonus,
incentive and other benefit plans, arrangements, policies and agreements (including so-called
“golden parachute” agreements) that I have with my employer or in which I participate as they
relate to the period the United States holds any equity or debt securities of my employer acquired
through the TARP Capital Purchase Program.



This waiver includes all claims I may have under the laws of the United States or any state related
to the requirements imposed by the aforementioned regulation, including without limitation a claim
for any compensation or other payments I would otherwise receive, any challenge to the process by
which this regulation was adopted and any tort or constitutional claim about the effect of these
regulations on my employment relationship.



	 	 	 
	/s/ John R. Koelmel
	 	 
	 

John R. Koelmel

	 	 
	President and Chief Executive Officer
	 	 
	First Niagara Financial Group, Inc.
	 	 






November 19, 2008




UST Sequence No. 9




 


 









 




WAIVER




In consideration for the benefits I will receive as a result of my employer’s participation in the
United States Department of the Treasury’s TARP Capital Purchase Program, I hereby voluntarily
waive any claim against the United States or my employer for any changes to my compensation or
benefits that are required to comply with the regulation issued by the Department of the Treasury
as published in the Federal Register on October 20, 2008.



I
acknowledge that this regulation may require modification of the compensation, bonus,
incentive and other benefit plans, arrangements, policies and agreements (including so-called
“golden parachute” agreements) that I have with my employer or in which I participate as they
relate to the period the United States holds any equity or debt securities of my employer acquired
through the TARP Capital Purchase Program.



This waiver includes all claims I may have under the laws of the United States or any state related
to the requirements imposed by the aforementioned regulation, including without limitation a claim
for any compensation or other payments I would otherwise receive, any challenge to the process by
which this regulation was adopted and any tort or constitutional claim about the effect of these
regulations on my employment relationship.



	 	 	 
	/s/ J. Lanier Little
	 	 
	 

J. Lanier Little

	 	 
	Executive Vice President, Consumer Banking
	 	 
	First Niagara Financial Group, Inc.
	 	 






November 19, 2008




UST Sequence No. 9




 


 









 




WAIVER



In consideration for the benefits I will receive as a result of my employer’s participation in the
United States Department of the Treasury’s TARP Capital Purchase Program, I hereby voluntarily
waive any claim against the United States or my employer for any changes to my compensation or
benefits that are required to comply with the regulation issued by the Department of the Treasury
as published in the Federal Register on October 20, 2008.



I acknowledge that this regulation may require modification of the compensation, bonus,
incentive and other benefit plans, arrangements, policies and agreements (including so-called
“golden parachute” agreements) that I have with my employer or in which I participate as they
relate to the period the United States holds any equity or debt securities of my employer acquired
through the TARP Capital Purchase Program.



This waiver includes all claims I may have under the laws of the United States or any state related
to the requirements imposed by the aforementioned regulation, including without limitation a claim
for any compensation or other payments I would otherwise receive, any challenge to the process by
which this regulation was adopted and any tort or constitutional claim about the effect of these
regulations on my employment relationship.



	 	 	 
	/s/ Frank J. Polino
	 	 
	 

Frank J. Polino

	 	 
	Executive Vice President, Operations
	 	 
	First Niagara Financial Group, Inc.
	 	 






November 19, 2008




UST Sequence No. 9