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Annual Meeting of Stockholders April 28, 2009
32

Annual Meeting of Stockholders - SNL

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Page 1: Annual Meeting of Stockholders - SNL

Annual Meeting of StockholdersApril 28, 2009

Page 2: Annual Meeting of Stockholders - SNL

G. Thomas Bowers

Chairman of the Board

Page 3: Annual Meeting of Stockholders - SNL

Business Meeting

Annual Report to Shareholders

2009 Annual Meeting Agenda

Page 4: Annual Meeting of Stockholders - SNL

Business Meeting

Page 5: Annual Meeting of Stockholders - SNL

Business Meeting

Page 6: Annual Meeting of Stockholders - SNL

Business Meeting

Page 7: Annual Meeting of Stockholders - SNL

Proposal I:

Election of Directors

1. Carl A. Florio

2. David M. Zebro

Business Meeting

Page 8: Annual Meeting of Stockholders - SNL

Proposal II:

Advisory Non-Binding Vote to

Approve Executive Compensation

Programs and Policies

Business Meeting

Page 9: Annual Meeting of Stockholders - SNL

Proposal III:

Ratification of the Appointment of

KPMG LLP

Business Meeting

Page 10: Annual Meeting of Stockholders - SNL

Final Polling

Page 11: Annual Meeting of Stockholders - SNL

Michael W. Harrington

Chief Financial Officer

Page 12: Annual Meeting of Stockholders - SNL

This presentation contains forward-looking

information for First Niagara Financial Group, Inc.

Such information constitutes forward-looking

statements (within the meaning of the Private

Securities Litigation Reform Act of 1995) which

involve significant risks and uncertainties. Actual

results may differ materially from the results

discussed in these forward-looking statements.

Safe Harbor Statement

Page 13: Annual Meeting of Stockholders - SNL

9% Operating earnings (Reported earnings +4%)

4% Operating EPS (Reported EPS unchanged)

13% Total revenue

14% Commercial loans

18% Total loan originations

7% Total deposits

27% Tangible Common Equity

We Delivered Like Few Others:

2008 Accomplishments

¹ Operating earnings exclude: 2008 -Q1: Noninterest expense - real estate write-downs and severance related to the acquisition of Greater Buffalo

Savings Bank of $2.0 million. 2007 -Q4 2007: Noninterest income - gain on branch sales of $21.5 million and investment portfolio restructuring loss of

$5.6 million, Noninterest expense - branch deposit loss of $2.3 million, 2007-Q2: Noninterest expense - real estate write-downs and severance costs

of $7.5 million related to prior year's performance improvement initiative. 2007-Q1: Noninterest expense - severance and related costs of $2.4 million.

1

1

Page 14: Annual Meeting of Stockholders - SNL

Median for SNL banks & thrifts $1-5 billion in Mkt Cap. FNFG Revenue and Net Income excludes non-recurring

items (Operating) e.g. merger related charges

Peer

-45%

Peer

5%

FNFG

13%

Total Revenue

FNFG

9%

Net Income

$384

Million

$90

Million

Accomplishments reflected in top & bottom line results

2008

vs.

2007

2008 Accomplishments

Page 15: Annual Meeting of Stockholders - SNL

Grew commercial business market share

Reduced dependency on single relationship depositors

Successfully integrated GBSB

Managed expense base wisely

Raised $115M from a well received equity offering

Increased brand awareness

What we DID:

Discipline/Focus/Execution

2008 Accomplishments

Page 16: Annual Meeting of Stockholders - SNL

What we DIDN’T do:

Disciplined decision making – stuck to the “basics”

Forget about the customer

Stop investing for long term growth

Pull back on lending activity

Take on troubled exposures

Incur outsized securities or credit charges

2008 Accomplishments

Page 17: Annual Meeting of Stockholders - SNL

2008FNFG +34%

SNL Bk & Thft -45%

SNL Midcap -49%

-75

-65

-55

-45

-35

-25

-15

-5

5

15

25

A-0

9F-0

9

D-0

8

O-0

8A-0

8J-

08

A-0

8F-0

8

D-0

7

O-0

7A-0

7J-

07

A-0

7F-0

7

D-0

6

O-0

6A-0

6J-

06

A-0

6F-0

6

D-0

5

O-0

5A-0

5J-

05

A-0

5F-0

5

D-0

4

O-0

4A-0

4J-

04

A-0

4F-0

4

D-0

3

SNL Mid Bank &

Thrift

SNL Bank & Thrift

FNFG

Rewarded by market for our achievements

Stock Price PerformanceJanuary 2004 to Present

%

Page 18: Annual Meeting of Stockholders - SNL

Key Statistic Result Comment

Operating EPS

Reported EPS

$0.16

$0.14

In line with expectations

Commercial Loans $3.7B 7% Growth

Deposits $6.2B 5% Growth

Net Charge Offs /Avg. Loans

Non Performing Loans/Total Lns.

0.44%

0.81%

Favorable to peers

Total Risk Based Capital Ratio

Tier 1 Capital Ratio

Tangible Common Equity Ratio

12.77%

11.53%

8.89%

Above regulatory “well

“capitalized” levels

First Quarter 2009 Highlights

1

1

1 Average balance annualized growth over 4th quarter 2008

Page 19: Annual Meeting of Stockholders - SNL

Completed very successful common stock offering $380 million/ 31.1 million shares

Oversubscribed - strong demand by institutional investors

Replenished capital and ready for next opportunity

First Quarter 2009 Highlights

TCE/TATA Total RBC

8.9%

12.6%

7.7%

12.8%12.8%

12.4%

Current 3/31/09 Pro Forma for $380 million

Equity Raise

Pro Forma for Equity Raise and

Branch Purchase

1,2 1,3

Notes: 1 Pro Forma ratios assume repayment of $184 million of TARP preferred.2 Assumes cash from capital raise maintained at holding company.3 Assumes all holding company cash over $100 million is downstreamed to the bank.

Page 20: Annual Meeting of Stockholders - SNL

John R. Koelmel

President &

Chief Executive Officer

Page 21: Annual Meeting of Stockholders - SNL

Source: Moody’s

State of the Economy

4.3% GDP- 1st Qtr est.

8.9% Unemployment – April est.

Last 10 years

Page 22: Annual Meeting of Stockholders - SNL

Source: Moody’s

State of the Economy

Last 10 years

4.3% GDP- 1st Qtr est.

8.9% Unemployment – April est.

Page 23: Annual Meeting of Stockholders - SNL

State of the Industry

-60

-40

-20

0

20

D-08J-08D-07J-07D-06J-06D-05J-05D-04J-04D-03

SNL Bank & Thrift Index

%

Stock Price Performance

5 Years Ending 12/31/08

First Niagara

Page 24: Annual Meeting of Stockholders - SNL

The First Niagara Advantage

Page 25: Annual Meeting of Stockholders - SNL

FNFG Pro Forma Top 5 Regions

Expanded First Niagara Franchise

170 Branches

Assets: $13.8 billion

Loans: $7.2 billion

Deposits: $10.4 billion

Albany

Syracuse

Warren

Rochester

Buffalo

Erie

Pittsburgh First Niagara

Acquired Branches

Page 26: Annual Meeting of Stockholders - SNL

FNFG Pro Forma Top 5 Regions

Expanded First Niagara Franchise

170 Branches

Assets: $13.8 billion

Loans: $7.2 billion

Deposits: $10.4 billion

Albany

Syracuse

Warren

Rochester

Buffalo

Erie

Pittsburgh First Niagara

Acquired Branches

Page 27: Annual Meeting of Stockholders - SNL

27

Stretching the CoreBased on current growth

Existing initiatives underway

Move Up Market

Strengthen the

Foundation Strengthen the Foundation

Address current needs

Accelerate investment in

improving capabilities

Ready for more M&A

opportunities

Move Up MarketLarger competitors re-trenching

in Upstate NY

New opportunities from market

disruption

Potential for talent migration due

to uncertainty

Proven Strategy in Place Today

Page 28: Annual Meeting of Stockholders - SNL

Winning Bank Characteristics:

Ample capital to support balance sheet and play offense

No toxic assets – strong underwriting standards

Abundance of stable, low cost deposit funding

Exportable competitive advantages

Scalable operating platform

Markets and customers with significant growth potential

Strong talent pool

Proven management focus, discipline and execution

Tough Times Breed Opportunities

FIRST NIAGARA: A WINNING FRANCHISE

Page 29: Annual Meeting of Stockholders - SNL

How Do We Make it Happen?

Execution

Discipline

Focus

29

Keep playing offense

Page 30: Annual Meeting of Stockholders - SNL

Question & Answer

Page 31: Annual Meeting of Stockholders - SNL

Report

of Inspectors of

Election

Page 32: Annual Meeting of Stockholders - SNL

Annual Meeting of StockholdersApril 28, 2009