FIRST AMENDMENT AND RESTATEMENT OF THE
FIRST NIAGARA FINANCIAL GROUP, INC.
STOCK OPTION PLAN
The purpose of the First Niagara Financial Group, Inc. ("Company") Stock Option Plan (the "Plan") is to
advance the interests of the Company and its stockholders by providing Key Employees and Outside Directors
of the Company and its Affiliates, including First Niagara Bank ("Bank") and First Niagara Financial Group
MHC, the mutual holding company of the Bank, upon whose judgment, initiative and efforts the successful
conduct of the business of the Company and its Affiliates largely depends, with an additional incentive to perform
in a superior manner as well as to attract people of experience and ability.
"Affiliate" means any "parent corporation" or "subsidiary corporation" of the Bank or the Company, as such terms
are defined in Section 424(e) or 424(f), respectively, of the Code, or a successor to a parent corporation or
"Award" means an Award of Non-Statutory Stock Options, Incentive Stock Options, Reload Options, Limited
Rights, and/or Dividend Equivalent Rights granted under the provisions of the Plan.
"Beneficiary" means the person or persons designated by a Participant to receive any benefits payable under the
Plan in the event of such Participant's death. Such person or persons shall be designated in writing on forms
provided for this purpose by the Committee and may be changed from time to time by similar written notice to
the Committee. In the absence of a written designation, the Beneficiary shall be the Participant's surviving spouse,
if any, or if none, his estate.
"Board" or "Board of Directors" means the board of directors of the Company or its Affiliate, as applicable.
"Cause" means personal dishonesty, willful misconduct, any breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, or the willful violation of any law, rule or regulation (other than traffic
violations or similar of