Exhibit 10.2





Exhibit 10.2




First Niagara Financial Group, Inc.




LETTER OF TRANSMITTAL




To Surrender 184,011 Shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A

Pursuant to the Notice of Redemption dated April 23, 2009




THE REDEMPTION DATE IS May 27, 2009




By Mail, Hand or Overnight Courier

First Niagara Financial Group, Inc.

6950 S. Transit Road

P.O. Box 514

Lockport, NY 14095-0514




DESCRIPTION OF CERTIFICATE SURRENDERED




	 	 	 	 	 	 	 	 	 
	 	 	Certificate	 	 	Number of	 
	Certificate Enclosed	 	Number	 	 	Shares	 
	Name and Address of Registered
Holder
	 	 	 	 	 	 	 	 
	The United States
Department of
Treasury, 1500
Pennsylvania
Avenue,
NW,
Washington, DC
20220
	 	 	1	 	 	 	184,011	 






A SIGNATURE MUST BE PROVIDED BELOW.




To First Niagara Financial Group, Inc:



The undersigned hereby surrenders for redemption to First Niagara Financial Group, Inc. (the
“Company”) the enclosed 184,011 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series
A, par value $.01, having a liquidation preference of $1,000 per share (the “Preferred Stock”)
pursuant to the Company’s Notice of Redemption.



Subject to, and effective upon, the Company’s payment of the redemption price of
$184,317,685.00 (constituting $184,011,000.00 principal amount and $306,685.00 interest) for the
shares of Preferred Stock surrendered with this Letter of Transmittal, in accordance with the terms
of the Notice of Redemption and the Preferred Stock, the undersigned hereby sells, assigns and
transfers to the Company all right, title and interest in and to all shares of the Company’s
Preferred Stock surrendered and all distributions and rights in respect of such shares after the
date thereof. The Company’s acceptance of the shares from the undersigned will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the
conditions of the Notice of Redemption and the Preferred Stock.



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The undersigned hereby represents and warrants that: (a) the undersigned owns the Preferred
Stock free and clear of any liens or other encumbrances; (b) the undersigned has full power and
authority to surrender the Preferred Stock; (c) no agreement has been entered into to sell, assign
or transfer any of the Preferred Stock to any other person; and (d) the undersigned will, upon
request, executed and deliver any additional documents deemed by the depository or the Company to
be necessary or desirable to complete the surrender of the Preferred Stock.



[Signature Pages to Follow]



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This Letter of Transmittal must be signed by the registered holder exactly as the name appears
on the stock certificate.



	 	 	 	 	 
	/s/ Duane Morse	 	 
	 	 	 
	Duane Morse	 	 
	Chief Risk and Compliance Officer	 	 
	United States Department of the Treasury	 	 
	 
	 	 	 	 
	Date:

	 	May 27, 2009	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Acknowledged:	 	 
	 
	 	 	 	 
	/s/ John Mineo	 	 
	 	 	 
	First Niagara Financial Group, Inc.	 	 
	John Mineo	 	 
	General Counsel & Corporate Secretary	 	 
	 
	 	 	 	 
	Date:

	 	May 27, 2009	 	 
	 

	 	 	 	 





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