FIRST NIAGARA FINANCIAL GROUP, INC.
AMENDED AND RESTATED
2002 LONG-TERM INCENTIVE STOCK BENEFIT PLAN
1. PURPOSE. The purpose of the First Niagara Financial Group, Inc. 2002 Long-term Incentive Stock Benefit
Plan (the "Plan") is to advance the interest of First Niagara Financial Group, Inc. (the "Company") and to increase
shareholder value by providing outside directors and key employees of the Company and its affiliates, upon
whose judgment, initiative and efforts the successful conduct of the business of the Company and its affiliates
largely depends, with additional incentive in the form of a proprietary interest in the growth and performance of
the Company and to encourage their continued service with the Company and its affiliates. A purpose of the Plan
is also to attract and retain people of experience and ability to the Company and its affiliates.
2. TERM. The Plan initially became effective as of March 7, 2002 (the "Initial Effective Date") and was to remain
in effect for ten years thereafter, unless sooner terminated by the Company's Board of Directors (the "Board").
The Plan, as amended and restated, is being submitted to shareholders, and is expected to be approved on May
3, 2005 (the "Restatement Effective Date"), in order to (i) reserve additional shares of common stock under the
Plan, (ii) extend the term of the Plan for ten (10) years from the date of the Restatement Effective Date, and (iii)
bring the Plan into compliance with the requirements of (A) Section 409A of the Internal Revenue Code and (B)
final regulations issued Sections 421, 422 and 424 of the Internal Revenue Code. After termination of the Plan,
no future awards may be granted but previously made awards shall remain outstanding in accordance with their
applicable terms and conditions and the terms and conditions of the Plan.
3. PLAN ADMINISTRATION. A committee (the "Committee") appointed by the Board shall be responsible
for administering the Plan. The Committee shall be comprised of either (i) at least two "N