SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14-A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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14a-6(e)(2))
[x] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

First Niagara Financial Group, Inc.
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(Name of Registrant as Specified In Its Charter)

N/A
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(Name of Person(s) Filling Proxy Statement)

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previously. Identify the previous filing by registration statement number, or
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First Niagara Financial Group, Inc.
6950 South Transit Road, P.O. Box 514
Lockport, New York 14095
(716) 625-7500

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On January 9, 2003

Notice is hereby given that a Special Meeting of Stockholders (the
"Meeting") of First Niagara Financial Group, Inc. (the "Company") will be held
at Sean Patrick's Banquet Facility, 3480 Millersport Highway, Getzville, New
York, at 11:00 a.m., New York time, on January 9, 2003. As of the date hereof,
the Company owns 100% of the common stock of First Niagara Bank (the "Bank") and
is majority-owned by the Mutual Holding Company.

A Proxy Statement and Proxy Card for the Meeting are enclosed. The Meeting
is for the purpose of considering and acting upon:

1. A plan of re-chartering by which the Company will convert its charter
from a Delaware corporation to a Federal corporation;

2. A plan of conversion and reorganization (the "Plan") pursuant to which
First Niagara Financial Group, MHC (the "Mutual Holding Company") will
be merged into the Bank, and the Company will be succeeded by a new
Delaware corporation with the same name as the Company which has been
established for the purpose of completing the conversion. As part of
the conversion and reorganization, shares of common stock representing
the Mutual Holding Company's ownership interest in the Company will be
offered for sale in a subscription and community offering. Common
stock of the Company currently held by public stockholders will be
converted into new shares pursuant to an exchange ratio that will
ensure that stockholders at the time of the conversion will own the
same percentage of First Niagara Financial Group, Inc. after the
conversion as was held immediately prior thereto, exclusive of any
shares purchased by the stockholder in the offering and cash received
in lieu of fractional shares; and

such other matters as may properly come before the Meeting, or any adjournments
thereof. The Board of Directors is not aware of any other business to come
before the Meeting.

Any action may be taken on the foregoing proposals at the Meeting on the
date specified above, or on any date or dates to which by original or later
adjournment the Meeting may be adjourned. Stockholders of record at the close of
business on November 15, 2002 are the stockholders entitled to vote at the
Meeting, and any adjournments thereof.

EACH STOCKHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE MEETING, IS
REQUESTED TO VOTE THE ENCLOSED PROXY CARD WITHOUT DELAY. ANY PROXY GIVEN BY THE
STOCKHOLDER MAY BE REVOKED AT ANY TIME BEFORE IT IS EXERCISED. A PROXY MAY BE
REVOKED BY FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A
DULY EXECUTED PROXY BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE MEETING
MAY REVOKE HIS OR HER PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE
THE MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED
IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER
IN ORDER TO VOTE PERSONALLY AT THE MEETING.

By Order of the Board of Directors

/s/Robert N. Murphy
Robert N. Murphy
Corporate Secretary

Lockport, New York
November 14, 2002

IMPORTANT: A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
ALTERNATIVELY, YOU MAY USE THE TELEPHONE OR INTERNET VOTING OPTIONS
DESCRIBED ON THE PROXY.

QUESTIONS AND ANSWERS FOR THE SPECIAL MEETING OF STOCKHOLDERS
OF FIRST NIAGARA FINANCIAL GROUP, INC.

Q. WHAT ARE STOCKHOLDERS BEING ASKED TO APPROVE?

A. First Niagara Financial Group stockholders at the close of business on
November 15, 2002 are being asked to vote on two proposals. First,
stockholders of First Niagara Financial Group will vote on a plan of
re-chartering by which First Niagara Financial Group will convert its
charter from a Delaware-chartered corporation to a federally chartered
corporation.

Second, stockholders will vote on the proposed plan of conversion and
reorganization, which describes how First Niagara Financial Group, MHC will
convert to stock form and how First Niagara Financial Group will offer to
depositors of First Niagara Bank and the public the ownership interest in
First Niagara Financial Group now owned by First Niagara Financial Group,
MHC.

Q: WHY IS FIRST NIAGARA FINANCIAL GROUP PRESENTING THE RE-CHARTERING PROPOSAL
FOR STOCKHOLDER APPROVAL?

A: Effective November 8, 2002, First Niagara Bank converted its charter to a
federal stock savings bank and First Niagara Financial Group, MHC converted
its charter to a federal mutual holding company. As a result of these
charter conversions, First Niagara Financial Group became a savings and
loan holding company regulated by the Office of Thrift Supervision. The OTS
requires First Niagara Financial Group, as a result of the bank and mutual
holding company charter conversions, to convert to a federal corporation.
The Board of Directors of First Niagara Financial Group is therefore
seeking stockholder approval of the re-chartering of First Niagara
Financial Group as a federal corporation. First Niagara Financial Group,
MHC will vote in favor or the re-chartering, assuring stockholder approval
of the re-chartering.

Q. WHAT IS THE EFFECT OF THE RE-CHARTERING IF THE MUTUAL TO STOCK CONVERSION
IS COMPLETED?

A. It is anticipated that the re-chartering will be effective immediately
prior to consummation of the conversion and stock offering. Accordingly, if
the mutual to stock conversion of First Niagara Financial Group, MHC and
related stock offering is consummated, the re-chartering will be utilized
solely to facilitate the mutual to stock conversion. However, if the mutual
to stock conversion of First Niagara Financial Group, MHC is not
consummated, we will nevertheless proceed with the re-chartering and
stockholders will own shares in First Niagara Financial Group, Inc., a
federal corporation.

Q. WHAT ARE REASONS FOR THE MUTUAL TO STOCK CONVERSION AND RELATED STOCK
OFFERING?

A. The primary reasons for the conversion are to facilitate acquisitions of
other financial institutions, support internal growth through lending,
improve our overall competitive position and enhance stockholder returns.
The additional capital raised in the conversion will also support increased
lending, expansion of our retail banking franchise, and introduction of new
products and services.

Q. WHAT WILL STOCKHOLDERS RECEIVE FOR THEIR EXISTING FIRST NIAGARA FINANCIAL
GROUP SHARES?

A. As more fully described in the prospectus section entitled "The
Conversion," depending on the number of shares sold in the offering, each
share of common stock that you own upon completion of the conversion will
be exchanged for between 2.1988 new shares at the minimum and 3.4211 new
shares at the adjusted maximum of the offering range (though cash will be
paid in lieu of fractional shares).

(i)

Q. WHY WILL THE SHARES THAT I RECEIVE BE BASED ON A PRICE OF $10.00 PER SHARE
RATHER THAN THE TRADING PRICE OF THE COMMON STOCK PRIOR TO THE CONVERSION?

A. The Board of Directors of First Niagara Financial Group, Inc. selected a
price of $10.00 per share for the stock offering because it is a commonly
selected per share price for mutual to stock conversions of financial
institutions. The number of new shares you receive for your existing First
Niagara Financial Group, Inc. shares does not depend on the market price of
First Niagara Financial Group, Inc. common stock. It will depend on the
number of shares sold in the offering, which will in turn depend on the
final independent appraisal of the pro forma market value of First Niagara
Financial Group, Inc., assuming completion of the conversion and offering.
The result will be that each existing stockholder will own the same
percentage of First Niagara Financial Group, Inc. after the conversion as
was held just prior thereto, exclusive of (i) any shares purchased by the
stockholder in the offering and (ii) cash received in lieu of fractional
shares.

Q. SHOULD I SUBMIT MY STOCK CERTIFICATES NOW?

A. No. If you hold your stock certificate(s), instructions for exchanging the
shares will be sent to you after completion of the conversion. If your
shares are held in "street name," rather than in certificate form, the
share exchange will occur automatically upon completion of the conversion.

Q. WILL MY DIVIDENDS DECREASE?

A. No. First Niagara Financial Group, Inc. currently pays a quarterly dividend
of $0.11 per share (or $0.44 per share annualized). The number of new
shares of common stock that will be issued to you will be different from
the number of shares of common stock that you currently own. However, the
per share dividend for these new shares will be adjusted to ensure that
your aggregate dividends do not decrease. Of course, there is no assurance
that the Board of Directors will not change the dividend policy in the
future or eliminate dividends.

Q. IF MY SHARES ARE HELD IN STREET NAME, WILL MY BROKER AUTOMATICALLY VOTE ON
MY BEHALF?

A. No. Your broker will not be able to vote your shares without instructions
from you. You should instruct your broker to vote your shares, using the
directions that your broker provides to you.

Q. WHAT IF I DO NOT GIVE VOTING INSTRUCTIONS TO MY BROKER?

A. Your vote is important. The plan of re-chartering requires the approval of
a majority of the issued and outstanding shares of First Niagara Financial
Group. Because First Niagara Financial Group, MHC will vote in favor or the
re-chartering, stockholder approval of the re-chartering is assured. The
approval of the plan of conversion and reorganization requires the
affirmative vote of the holders of at least two-thirds of the outstanding
shares of common stock of First Niagara Financial Group and a majority of
the votes cast by stockholders other than First Niagara Financial Group,
MHC. If you do not instruct your broker to vote your shares, the unvoted
proxy will not be considered as a vote cast and therefore will have no
effect on the plan of conversion and reorganization.

Q. MAY I PLACE AN ORDER TO PURCHASE SHARES IN THE OFFERING, IN ADDITION TO THE
SHARES THAT I WILL RECEIVE IN THE EXCHANGE?

A. Yes. Eligible depositors of First Niagara Bank have priority subscription
rights allowing them to purchase common stock in the subscription offering,
although no individual may purchase more than 100,000 shares of common
stock, among other applicable maximum purchase limitations. Shares not
purchased in the subscription offering may be available for sale to the
public in a community offering, as fully described in the prospectus. First
Niagara Financial Group, Inc. stockholders as of November 15, 2002 have a
preference in the community offering. If you hold your stock
certificate(s), you were mailed a stock order form and order reply envelope
with this document. If you hold your shares in street name with a broker,
you must call

(ii)

the stock information center if you would like to receive a stock order
form. The toll-free telephone number is (866) 293-3776. Stock order forms
and payment must be received by First Niagara Financial Group, Inc. by
11:00 a.m., New York time, on December 23, 2002.

Other Questions?

For answers to other questions, please read this Proxy Statement and the
enclosed prospectus. Questions about the offering or voting may be directed to
the stock information center by calling toll-free (866) 293-3776, Monday through
Friday, from 9:00 a.m. and 4:00 p.m., New York time.

(iii)

PROXY STATEMENT

FIRST NIAGARA FINANCIAL GROUP, INC.
6950 South Transit Road, P.O. Box 514
Lockport, New York 14095
(716) 625-7500

SPECIAL MEETING OF STOCKHOLDERS

January 9, 2003

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of First Niagara Financial Group,
Inc. (the "Company"), to be used at the Special Meeting of Stockholders of the
Company (the "Meeting"), which will be held at Sean Patrick's Banquet Facility,
3480 Millersport Highway, Getzville, New York, on January 9, 2003 at 11:00 a.m.,
New York time, and all adjournments thereof. The accompanying Notice of Special
Meeting of Stockholders and this Proxy Statement are first being mailed to
stockholders on or about November 25, 2002.

REVOCATION OF PROXIES

Stockholders who execute proxies in the form solicited hereby retain the
right to revoke them in the manner described below. Unless so revoked, the
shares represented by such proxies will be voted at the Meeting and all
adjournments thereof. Proxies solicited on behalf of the Board of Directors of
the Company will be voted in accordance with the directions given thereon.
Please promptly vote your Proxy. You may vote by signing and returning your
Proxy, using the enclosed postage paid envelope. Where no instructions are
indicated, proxies, if signed, will be voted "FOR" the proposal set forth in
this Proxy Statement for consideration at the Meeting. Alternatively, you may
vote more promptly by using the telephone or Internet voting options described
on the Proxy.

Proxies may be revoked by sending written notice of revocation to the
Secretary of the Company, at the address shown above, or by filing a duly
executed proxy bearing a later date. The presence at the Meeting of any
stockholder who had given a proxy shall not revoke such proxy unless the
stockholder delivers his or her ballot in person at the Meeting or delivers a
written revocation to the Secretary of the Company prior to the voting of such
proxy. However, if you are a stockholder whose shares are not registered in your
own name, you will need appropriate documentation from your record holder to
vote personally, or revoke your previously submitted proxy, at the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Holders of record of the Company's common stock at the close of business on
November 15, 2002 (the "Voting Record Date") are entitled to one vote for each
share held. As of the Voting Record Date, there were 26,042,467 shares of common
stock issued and outstanding, 15,849,650 of which were held by First Niagara
Financial Group, MHC (the "Mutual Holding Company"), and 10,192,817 of which
were held by stockholders other than the Mutual Holding Company ("Public
Stockholders"). The presence in person or by proxy of at least a majority of the
issued and outstanding shares of common stock entitled to vote is necessary to
constitute a quorum at the Meeting.

In accordance with the provisions of the Company's Certificate of
Incorporation, record holders of common stock who beneficially own in excess of
5% of the outstanding shares of common stock (the "Limit") are not entitled to
any vote with respect to the shares held in excess of the Limit. The Company's
Certificate of Incorporation authorizes the Board of Directors (i) to make all
determinations necessary to implement and apply the Limit, including determining
whether persons or entities are acting in concert, and (ii) to demand that any
person who is reasonably believed to beneficially own shares of common stock in
excess of the Limit supply information to the Company to enable the Board

to implement and apply the Limit. This Limit does not apply to shares of common
stock held by The Mutual Holding Company.

VOTE REQUIRED AND METHOD OF COUNTING VOTES

The Plan of Re-Chartering must be approved by the affirmative vote of a
majority of the issued and outstanding shares of Common Stock. Consequently,
broker non-votes or proxies marked "ABSTAIN" will have the same effect as a vote
against the Plan of Re-Chartering. The Company anticipates that the Mutual
Holding Company, the majority stockholder, will vote all of its shares in favor
of the Plan of Re-Chartering. If the Mutual Holding Company votes all of its
shares in favor of the Plan of Re-Chartering, the approval of the Plan of
Re-Chartering is assured.

The plan of conversion and reorganization of the Mutual Holding Company,
including the transactions incident thereto (the "Mutual to Stock Conversion"),
is subject to the approval of the Office of Thrift Supervision and a majority of
the total votes eligible to be cast by members of the Mutual Holding Company
(i.e., depositors of First Niagara Bank (the "Bank")). In addition, the Mutual
to Stock Conversion must be approved by at least two-thirds of the outstanding
shares of Common Stock, and a majority of votes cast by stockholders other than
the Mutual Holding Company (the "Public Stockholders"). With respect to the
required affirmative vote of at least two-thirds of the outstanding shares of
common stock, abstentions and broker non-votes will have the effect of a vote
against the Mutual to Stock Conversion. With respect to the required affirmative
vote by a majority of votes cast by stockholders other than the Mutual Holding
Company, broker non-votes and abstentions will be considered as shares not
voted. No proxy that is voted against approval of the Mutual to Stock Conversion
will be voted in favor of adjournment to further solicit proxies. Management
believes that the Mutual Holding Company will vote all of its shares to approve
the Mutual to Stock Conversion.

PROPOSAL I--APPROVAL OF THE PLAN OF RE-CHARTERING

General

The Company currently operates in what is commonly referred to as the
"two-tier" mutual holding company structure, whereby the Mutual Holding Company
owns approximately 60.86% of the Company's shares of outstanding common stock
and the Company owns 100% of the outstanding common stock of the Bank. As a
result, both the Company and the Mutual Holding Company are regulated as mutual
savings bank holding companies. The Company has the choice of being regulated as
either (i) a bank holding company by the Federal Reserve Board and the New York
State Banking Department, or (ii) a savings and loan holding company by the OTS.
Effective November 8, 2002, the Bank converted from a New York State chartered
savings bank to a federally chartered savings bank, and the Mutual Holding
Company converted from a New York State chartered mutual holding company to a
federally chartered mutual holding company. As a result of these charter
conversions, First Niagara Financial Group is a savings and loan holding company
and is required by OTS regulations to convert from a Delaware chartered
corporation to a federally chartered corporation. Accordingly, we are asking
stockholders to approve the conversion of the Company's existing Delaware
charter to a Federal corporation pursuant to the Plan of Re-Chartering.

If the OTS, the depositors and the stockholders of the Company approve the
Mutual to Stock Conversion, the re-chartering of the Company will be an interim
transaction that will facilitate the Mutual to Stock Conversion. In the Mutual
to Stock Conversion, the Company, as a Federal corporation, will merge with and
into a Federal interim savings bank, the survivor of the merger, which in turn
will merge with the Bank. If the Mutual to Stock Conversion is not consummated,
the Company will nevertheless proceed with the conversion of its charter from a
Delaware corporation to a Federal corporation. The following is a discussion of
the Company's Plan of Re-Chartering and the effects of the re-chartering on the
Company and its stockholders, in the event that the Mutual to Stock Conversion
is not consummated.

The re-chartering of the Company will be accomplished substantially as
follows or in any other manner acceptable to the Board of Directors and
applicable bank regulatory authorities: (i) the Mutual Holding Company will
organize a Federal corporation as a federal mid-tier stock holding company
subsidiary; (ii) the Company will merge with and into the Federal corporation
with the Federal corporation as the surviving entity; and (iii) in connection
with the merger in step (ii) above, all of the issued and outstanding shares of
Company common stock will be deemed exchanged for an equal number of shares of
common stock of the surviving Federal corporation. The agreement by which the
merger referred to in step (ii) will occur is attached to this proxy statement
as Exhibit A. The description of the re-chartering herein is qualified in its
entirety by reference to this agreement. The OTS, the chartering authority for
mutual holding companies, has approved the re-charterings.

If the Mutual to Stock Conversion is not consummated, the Company will
nevertheless proceed with the conversion of its charter from a Delaware
corporation to a Federal corporation. Accordingly, set forth below is a
discussion of the reasons for the re-chartering, the impact of the re-chartering
on the Company, and a comparison of regulatory differences and differences in
stockholders' rights that could result from the re-chartering. The following
discussion includes a discussion of the material differences between the
Company's current Delaware Certificate of Incorporation and Bylaws and the
Company's proposed Federal Charter and Bylaws, which will be effective in its
application to stockholders only if the Mutual to Stock Conversion is not
completed. The following discussion is qualified in its entirety by reference to
these corporate documents.

Reasons for the Re-Chartering

The Board of Directors initially concluded that it would be in the best
interests of the Company and its stockholders to operate as a federally
chartered mutual holding company subsidiary. It was ultimately determined that
it was also in the best interests of the Company and its stockholders to operate
First Niagara Bank as a federally chartered savings bank. Accordingly, the Board
adopted the Plan of Re-Chartering, and as the sole stockholder of the Bank,
approved the conversion of First Niagara Bank to a federal savings bank, which
conversion was effective November 8, 2002. Among the factors considered by the
Board of Directors in determining to operate as a federally chartered mutual
holding company were the following:

. The OTS has adopted rules that the Board of Directors believes enhance
the attractiveness of the federal mutual holding company charter and
will benefit the Company and its shareholders. The new OTS rules
permit the Mutual Holding Company to waive the receipt of dividends
paid by the Company without causing dilution to the ownership
interests of Public Stockholders in the event of a conversion of the
Mutual Holding Company to stock form. By contrast, the Federal Reserve
Board has not, as a matter of policy, permitted mutual holding
companies to waive the receipt of dividends and management of the
Company does not believe that this policy of the Federal Reserve Board
will change in the foreseeable future.

. The Board of Directors of the Company also believes that the OTS,
among bank regulators, has the greatest expertise in regulating mutual
holding companies and in processing mutual holding company
transactions, which typically raise more complex issues than
transactions by stock holding companies. The Board of Directors wishes
to take advantage of this expertise so that the Company and the Bank
may pursue potential transactions with a higher level of certainty.

. Under current OTS regulations, a federally chartered holding company
has no consolidated capital requirements, which enhances the
flexibility to leverage its balance sheet and finance acquisitions. By
contrast, the Company currently is subject to capital adequacy
guidelines for bank holding companies.

. The federal mutual holding company charter has been modernized and
improved under recently enacted financial modernization legislation.
Specifically, federal mutual holding companies now have all of the
powers of financial holding companies, plus certain additional
enumerated powers.

. The re-chartering will result in the Company, the Mutual Holding
Company and the Bank being regulated by the OTS only. Previously, the
Mutual Holding Company and the Company were regulated by both the
Federal Reserve Board and the New York State Banking Department.

. As a Delaware corporation, the Company currently is subject to annual
Delaware franchise taxes. Following its conversion to a Federal
charter, the Company would no longer be subject to such annual taxes,
thereby reducing the Company's annual non-interest expense.

The Board also evaluated the advantages and disadvantages of operating the
Bank as a federal savings bank charter, rather than as a New York chartered
savings bank, including the ability of federal savings banks to branch
nationwide, the greater operating flexibility associated with a federal thrift
holding company charter, a single regulator for both the Bank and the Company,
and the expertise of the OTS and its staff in regulating savings and loan
holding companies and processing mutual holding company conversions to stock
form. Management has also considered the disadvantages of a federal thrift
charter, including the limitations on commercial non-real estate business loans.
The Company, as the sole stockholder of the Bank, approved the re-chartering of
the Bank. The Company is not requesting stockholder approval of the Bank's
re-chartering.

Conditions to the Re-Chartering

The re-chartering will not be completed unless the Plan of Re-Chartering is
approved by a majority of the outstanding shares of common stock of the Company.
However, because the Mutual Holding Company, which owns a majority of the
outstanding shares of common stock of the Company, intends to vote its shares in
favor of the Plan of Re-Chartering, the approval of the Plan of Re-Chartering is
assured.

Impact of the Re-Chartering on Operations

The re-chartering will have no impact on the daily operations of the
Company, the Bank, or the Mutual Holding Company. Although the Bank converted to
a federal savings bank charter, it continued its operations at the same
locations, with the same management, and subject to all the rights, obligations
and liabilities of the Bank existing immediately prior to the charter
conversion. The re-chartering is not expected to result in any material
increased expenses or regulatory burden to the Mutual Holding Company, the
Company or the Bank. Following the re-chartering, the Company will continue to
file periodic reports and proxy materials with the Securities and Exchange
Commission (the "SEC").

Holding Company Powers and Regulation

The following is a description of the powers and regulation of mutual bank
holding companies regulated by the Federal Reserve Board and mutual savings and
loan holding companies regulated by the OTS. This description does not purport
to be complete and is qualified in its entirety by reference to the applicable
laws and regulations.

Regulatory Authority. Prior to the charter conversions of the Bank and the
Mutual Holding Company, the Company was regulated as a bank holding company by
the Federal Reserve Board under the Bank Holding Company Act and the regulations
of the Federal Reserve Board. As a result of these charter conversions, the
Company is regulated as a mutual savings and loan holding company under the Home
Owners' Loan Act, and is registered with and subject to OTS examination and
supervision, as well as certain OTS reporting requirements. Among other things,
this authority permits the OTS to restrict or prohibit activities that are
determined to be a serious risk to the Bank.

Permissible Activities. The Bank Holding Company Act generally prohibits a
bank holding company (including a mutual savings bank holding company) from
engaging directly or indirectly in activities other than those directly related
to or incidental to banking, managing or controlling banks, or providing
services for its subsidiaries. The principal exceptions to these prohibitions
involve certain non-bank activities which, by statute or Federal Reserve Board
regulation or order, have been identified as activities closely related to the
business of banking or managing or controlling banks. The list of activities
permitted by the Federal Reserve Board includes, among other things: owning a
savings association, mortgage company, finance company, credit card company or
factoring

company; performing certain data processing operations; providing certain
investment and financial advice; underwriting and acting as an insurance agent
for certain types of credit-related insurance; leasing property on a full
payout, non-operating basis; selling money orders, travelers' checks and United
States savings bonds; appraising real estate and personal property; providing
tax planning and preparation services; and, subject to certain limitations,
providing securities brokerage services for customers. The recently enacted
Gramm-Leach-Bliley Act has expanded the permissible activities of bank holding
companies that elect to be regulated as "financial holding companies." Financial
holding companies are companies that elect to be so treated and that meet
certain safety and soundness requirements, and have a "satisfactory" rating
under the Community Reinvestment Act. Financial holding companies have authority
to engage in activities that are determined to be "financial in nature" or
complementary or incidental to such activities, including insurance and
securities underwriting activities. The Company had not elected to be regulated
as a financial holding company.

Under the Home Owners' Loan Act and OTS regulations, a federal mutual
holding company is permitted to, among other things: (i) own a savings
association or savings bank; (ii) acquire a mutual institution; (iii) merge with
or acquire another mutual holding company, one of whose subsidiaries is a
savings institution; (iv) acquire non-controlling amounts of the stock of
savings institutions and savings institution holding companies, subject to
certain restrictions; (v) invest in any corporation that a savings association
may invest in under federal law or under the law of any state where the savings
association has its home office; (vi) furnish or perform management services for
a savings institution subsidiary; (vii) hold, manage or liquidate assets owned
or acquired from a savings institution subsidiary of such company; (viii) hold
or manage properties used or occupied by a savings institution subsidiary of
such company; and (ix) act as a trustee under deed or trust. In addition, a
federal mutual holding company may engage in any other activity that is
permissible for bank holding companies under the Bank Holding Company Act, or in
which multiple savings and loan companies may engage. Finally, under recently
enacted financial modernization legislation, federal mutual holding companies
may engage in any activity in which a financial holding company may engage,
including maintaining an insurance agency, escrow business and underwriting
securities and insurance. Moreover, a federal mutual holding company may engage
in the activities of a financial holding company without having to make the
financial holding company election that is applicable to bank holding companies.

Holding Company Regulatory Capital Requirements. A bank holding company is
subject to the Federal Reserve Board's capital adequacy guidelines on a
consolidated basis. Under Federal Reserve Board policy, a bank holding company
must serve as a source of strength for its subsidiary bank. Under this policy,
the Federal Reserve Board may require, and has required in the past, a holding
company to contribute additional capital to an undercapitalized savings bank.
Mutual savings and loan holding companies do not have any regulatory capital
requirements.

Mergers and Acquisitions. A bank holding company is required to obtain the
approval of the Federal Reserve Board before: (i) acquiring, directly or
indirectly, the ownership or control of any voting securities of another bank or
bank holding company if, after such acquisition, it would own or control more
than 5% of such shares; (ii) acquiring all or substantially all of the assets of
another bank or bank holding company; or (iii) merging or consolidating with
another bank holding company. The Bank Holding Company Act prohibits a bank
holding company, with certain exceptions, from acquiring direct or indirect
ownership or control of more than 5% of the voting shares of any company that is
not a bank or bank holding company. The Home Owners' Loan Act prohibits a
savings and loan holding company from, directly or indirectly, acquiring more
than 5% of the voting stock of another savings association or savings and loan
holding company, or from acquiring such an institution or company by merger,
consolidation, or purchase of its assets, without the prior written approval of
the OTS. In evaluating applications by holding companies to acquire other
financial institutions, both the OTS and the Federal Reserve Board consider the
financial and managerial resources and future prospects of the acquiror and the
merging institution, the convenience and needs of the community and competitive
factors.

Payment of Cash Dividends. The Federal Reserve Board has issued a policy
statement on payment of cash dividends by bank holding companies that states
that a bank holding company should pay cash dividends only to the extent that
the holding company's net income for the past year is sufficient to cover both
the cash dividends and a rate of earnings retention that is consistent with the
holding company's capital needs, asset quality and overall financial condition.
The Federal Reserve Board has also indicated that it would be inappropriate for
a company experiencing serious financial problems to borrow funds to pay
dividends. Furthermore, under the prompt corrective

action regulations adopted by the Federal Reserve Board, the Federal Reserve
Board may prohibit a bank holding company from paying any dividends if the
holding company's bank subsidiary is classified as "under-capitalized." OTS
regulations generally do not restrict the ability of a savings and loan holding
company to pay dividends.

Stock Repurchases. A bank holding company is required to give the Federal
Reserve Board prior written notice of any purchase or redemption of its
outstanding equity securities if the gross consideration for the purchase or
redemption, when combined with the net consideration paid for all such purchases
or redemptions during the preceding 12 months, is equal to 10% or more of its
consolidated net worth. The Federal Reserve Board may disapprove such a purchase
or redemption if it determines that the proposal would constitute an unsafe or
unsound practice or would violate any law, regulation, Federal Reserve Board
order, or any condition imposed by, or written agreement with, the Federal
Reserve Board. This notification requirement does not apply to any company that
meets the well-capitalized standard for commercial banks, has a safety and
soundness examination rating of at least a "2" and is not subject to any
unresolved supervisory issues. The OTS restricts stock repurchases by holding
companies of recently converted savings institutions or mutual holding companies
to 5% of their outstanding shares during the first year after a conversion.
However, following the first year anniversary of the conversion, the OTS imposes
no restrictions on stock repurchases.

Qualified Thrift Lender Test. In order for the Company to be regulated as a
savings and loan holding company by the OTS (rather than as a bank holding
company by the Federal Reserve Board), the Bank had to qualify as a "qualified
thrift lender" under OTS regulations or satisfy the "domestic building and loan
association" test under the Internal Revenue Code. Under the qualified thrift
lender test, a savings institution is required to maintain at least 65% of its
"portfolio assets" (total assets less: (i) specified liquid assets up to 20% of
total assets; (ii) intangibles, including goodwill; and (iii) the value of
property used to conduct business) in certain "qualified thrift investments"
(primarily residential mortgages and related investments, including certain
mortgage-backed and related securities) in at least nine months out of each 12
month period. There was no similar requirement to qualify for regulation as a
bank holding company.

Federal Securities Laws. The Company's common stock currently is registered
with the SEC under the Securities Exchange Act of 1934. The Company currently
observes the information, proxy solicitation, insider trading restrictions and
other requirements under this act. The re-chartering will not change the
registration of the common stock under this act, as the Company will continue to
comply with the requirements of this act following the re-chartering.

Indemnification of Officers and Directors and Limitation of Liability

The Company's current Certificate of Incorporation and Bylaws seek to
ensure that the ability of directors and executive officers to exercise their
best business judgment in managing corporate affairs, subject to their
continuing fiduciary duties of loyalty to the Company and its shareholders, is
not unreasonably impeded by exposure to the potentially high personal costs or
other uncertainties of litigation. The Certificate of Incorporation provides
that a director or officer of the Company while serving as such shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the Delaware General Corporation Law against all expense, liability and loss
(including attorneys' fees or penalties and amounts paid in settlement)
reasonably incurred or suffered by such persons. The right to indemnification
includes the right to be paid by the Company the expenses incurred in defending
any such proceeding in advance of its final disposition; provided, however, if
required under the Delaware General Corporation Law, any such advancement of
expenses is subject to the indemnified person's undertaking to repay all amounts
so advanced if a final judicial decision finds that the person was not entitled
to be indemnified. Generally, under the Delaware General Corporation Law, an
individual may not be indemnified (i) in connection with a proceeding by or in
the right of the Company in which the individual was adjudged liable to the
Company, or (ii) in connection with any other proceeding charging improper
personal benefit to him in which he was adjudged liable on the basis that
personal benefit was improperly received by him, unless a court determines he is
fairly and reasonably entitled to indemnification in view of all the relevant
circumstances.

In addition, the Company's current Certificate of Incorporation provides
that a director will not be personally liable to the Company or its shareholders
for monetary damages for breach of fiduciary duty except for liability (i) for
any breach of his duty of loyalty to the Company or its shareholders, (ii) for
acts or omissions not in

good faith or which involve intentional misconduct or a knowing violation of
law, (iii) arising from certain unlawful distributions, or (iv) for any
transaction from which the director derived an improper personal benefit.

The Company's proposed federal mid-tier holding company Charter and Bylaws
do not similarly provide for indemnification of directors and executive
officers, but does include a similar limitation of liability for directors.
However, the OTS has indicated that as a matter of policy, mid-tier stock
holding companies are subject to the same regulations with respect to
indemnification to which federal savings banks are subject. OTS regulations
require a federal savings bank to indemnify its directors, officers and
employees against legal and other expenses incurred in defending lawsuits
brought or threatened against them by reason of their performance as directors,
officers, or employees. Indemnification may be made only if final judgment on
the merits is in the person's favor or in case of (i) settlement, (ii) final
judgment against the person, or (iii) final judgment in such person's favor,
other than on the merits, if a majority of the disinterested directors of the
savings bank determine that the person was acting in good faith within the scope
of such person's employment or authority as such person could reasonably have
perceived it under the circumstances and for a purpose such person could have
reasonably believed under the circumstances was in the best interests of the
savings bank or its shareholders. If a majority of the disinterested directors
of the savings bank concludes that in connection with an action any person
ultimately may become entitled to indemnification, the directors may authorize
payment of reasonable costs and expenses arising from defense or settlement of
such action. A savings bank is required to give the OTS at least sixty (60) days
notice of its intention to make indemnification and no indemnification shall be
made if the OTS objects to the savings bank in writing.

To the best of management's knowledge, there is currently no pending or
threatened litigation for which indemnification may be sought.

Comparison of Stockholder Rights Under Federal and Delaware Law and Certain
Anti-Takeover Provisions

If the Mutual to Stock Conversion is not consummated, holders of the
Company's common stock, whose rights are presently governed by the Certificate
of Incorporation and Bylaws of the Company as a Delaware corporation, will
become shareholders of the Company whose rights will be governed by the Federal
Charter and Bylaws of the Company.

Capital Stock. The Company's Delaware Certificate of Incorporation
authorizes the Company to issue 45,000,000 shares of common stock, par value
$0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per
share. The Company's Federal Charter would authorize the Company to issue
85,000,000 shares of common stock, par value $0.01 per share, as well as
15,000,000 shares of serial preferred stock, par value $0.01 per share. As of
the Record Date, the Company had 26,042,467 shares of common stock outstanding,
and the Federal Charter would permit the Company to issue up to 85,000,000
shares of common stock and 15,000,000 shares of preferred stock without prior
stockholder approval, unless such approval is required by a securities exchange.

Cumulative Voting. Neither the Company's Delaware Certificate of
Incorporation or the Company's Federal Charter provide for cumulative voting.
The absence of cumulative voting means that the holders of a majority of the
shares voted at a meeting of shareholders may elect all the directors of the
Company, thereby precluding minority stockholder representation on the Board of
Directors.

Preemptive Rights. Under both the Company's Delaware Certificate of
Incorporation and the Company's Federal Charter, holders of common stock will
not be entitled to preemptive rights with respect to any shares that may be
issued.

Vacancies on the Board of Directors. Under the Company's Delaware
Certificate of Incorporation, a majority vote of directors then in office may
appoint new directors to fill vacancies on the Board and directors so chosen
shall hold office for a term expiring at the annual meeting of shareholders at
which the term of office of the class to which they have been chosen expires. In
contrast, the Company's Federal Charter provides that any director appointed by
a majority of the remaining directors to fill a vacancy shall serve for a term
of office continuing only until the next election of directors by shareholders.

Number and Term of Directors. The Company's Delaware Certificate of
Incorporation provides that the number of directors shall be fixed from time to
time exclusively by the Board of Directors and that the directors shall be
divided into three classes. The Bylaws provide that the number of directors
shall be not less than seven or more than 20. The Company's Federal Charter
provides that the number of directors shall be not fewer than five or more than
15, unless the OTS approves a greater or lesser number. The Company's Federal
Bylaws specify that the number of directors shall be 13. The Federal Bylaws also
provide for the Board of Directors to be divided into three classes as nearly
equal in number as possible.

Presentation of New Business or Nominations for Director at Meetings of
Shareholders. The Company's Delaware Bylaws generally provide that for a
stockholder to properly bring business before an annual meeting of shareholders
or make a nomination to the Board of Directors, he must deliver notice not less
than 90 days prior to the date of the Company's proxy statement released to
shareholders in connection with the previous year's annual meeting.

The Company's Federal Bylaws provide that any new business to be taken up
at an annual meeting of shareholders must be filed with the Secretary of the
Company at least 20 days prior to the date of the annual meeting. Such Bylaws
also provide that no nominations for directors by shareholders shall be
considered at an annual meeting unless made by shareholders in writing and
delivered to the Secretary of the Company at least 20 days prior to the date of
the annual meeting.

Amendment of Chartering Instrument and Bylaws. Amendments to the Company's
Delaware Certificate of Incorporation must be approved by a majority vote of its
Board of Directors and also by a majority of the outstanding shares of its
voting stock, provided, however, that an affirmative vote of at least 80% of the
outstanding voting stock entitled to vote (after giving effect to the provision
limiting voting rights of certain persons owning in excess of 5% of the
outstanding shares, described below) is required to amend or repeal certain
provisions of the Certificate of Incorporation, including the provisions
limiting voting rights, the provisions relating to approval of certain business
combinations, provisions relating to the calling of special meetings of
shareholders, the number and classification of directors, and director and
officer indemnification by the Company. The Company's current Delaware Bylaws
may be amended by its Board of Directors or by a vote of 80% of the total votes
eligible to be voted at a duly constituted meeting of shareholders.

The Company's Federal Charter may be amended if such amendment is proposed
by the Board of Directors and approved by shareholders by a majority of the
votes eligible to be cast, unless a higher vote is required by the OTS. The
Company's Federal Bylaws may be amended upon approval by a majority vote of the
authorized Board of Directors or by a majority vote of the votes cast by
shareholders of the Company (and upon receipt of approval by the OTS, if
applicable).

Evaluation of Offers. The Company's Delaware Certificate of Incorporation
provides that the Board of Directors, when evaluating any offer to (i) make a
tender or exchange offer for any equity securities of the Company, (ii) merge or
consolidate the Company with another corporation or entity, or (iii) purchase or
otherwise acquire all or substantially all of the properties and assets of the
Company, may, in connection with the exercise of its judgment in determining
what is in the best interests of the Company and its shareholders, give due
consideration to all relevant factors, including without limitation, the social
and economic effect of acceptance of the offer on the Company's present and
future customers and employees and those of its subsidiaries; on the communities
in which the Company and its subsidiaries operate or are located; on the ability
of the Company to fulfill its corporate objectives as a savings bank holding
company; and on the ability of its subsidiary savings bank to fulfill the
objectives of a stock savings bank under applicable statutes and regulations.
The Company's proposed Federal Charter has no similar provision.

Limitation on Voting Rights. The Company's current Certificate of
Incorporation provides that no person who beneficially owns, directly or
indirectly, in excess of 5% of the then outstanding shares of common stock of
the Company (the "Limit") shall be entitled or permitted to vote in respect of
the shares held in excess of the Limit (except that this restriction and
limitation shall not apply to the Mutual Holding Company or any tax qualified
employee stock benefit plan established by the Company). The proposed Federal
Charter does not contain a similar provision regarding voting of shares in
excess of the Limit.

Optional Exchange of Stock Certificates

After the re-chartering, stock certificates evidencing shares of common
stock of the Company under its Delaware Certificate of Incorporation and Bylaws
will represent, by operation of law, the same number of shares of Company common
stock under the Federal Charter. Holders of common stock will not be required to
exchange their existing stock certificates for new stock certificates of the
Company as a Federal corporation, but will have the option to do so. DO NOT SEND
YOUR STOCK CERTIFICATES TO THE COMPANY AT THIS TIME.

Tax Consequences

The Company has received an opinion of its special counsel, Luse Gorman
Pomerenk & Schick, P.C., Washington, D.C., that the re-chartering constitutes
reorganization under Section 368 of the Internal Revenue Code, and that no gain
or loss will be recognized by Company shareholders as a result of the
re-chartering. It should be noted that this opinion of counsel is not binding
upon the Internal Revenue Service. Each stockholder of the Company should
consult his own tax counsel as to specific federal, state and local tax
consequences of the re-chartering, if any, to such stockholder.

Accounting Treatment

The re-chartering will be accounted for in a manner similar to a
pooling-of-interests method and therefore, no goodwill will result from the
re-chartering, although goodwill reported prior to the re-chartering will be
carried forward at historical cost.

Amendment or Termination of the Plan of Re-Chartering

The Board of Directors of the Company may cause the Plan of Re-Chartering
to be amended or terminated if the Board determines for any reason that such
amendment or termination would be advisable. However, no such amendment may be
made to the Plan of Re-Chartering after stockholder approval if such amendment
is deemed to be materially adverse to the shareholders of the Company.

THE BOARD OF DIRECTORS OF THE COMPANY BELIEVES THAT THE RE-CHARTERING IS IN
THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE
"FOR" THE PLAN OF RE-CHARTERING.

PROPOSAL II--APPROVAL OF THE PLAN OF CONVERSION AND REORGANIZATION

In addition to this Proxy Statement, you have received as part of this
mailing a Prospectus that describes the Company, the Conversion and related
stock offering. The Prospectus is incorporated by reference into this Proxy
Statement. Therefore, you should carefully read the Prospectus prior to voting
on the proposal to be presented at the Meeting. Details of the Conversion are
addressed in the Prospectus sections entitled "Summary" and "The Conversion."

Under OTS regulations, Public Stockholders will not have dissenters' rights
or appraisal rights in connection with the exchange of their common stock for
shares of common stock of First Niagara Financial Group pursuant to the exchange
ratio described in the Prospectus.

OTHER MATTERS

The Board of Directors is not aware of any business to come before the
Meeting other than the matters described above in this Proxy Statement. However,
if any matters should properly come before the Meeting, it is intended that
holders of the proxies will act as directed by a majority of the Board of
Directors, except for matters related to the conduct of the Meeting, as to which
they shall act in accordance with their best judgment.

The Plan sets forth the terms, conditions, and provisions of the proposed
conversion. The Certificate of Incorporation and Bylaws of the new Delaware
corporation are exhibits to the Plan. If you would like to receive an additional
copy of the Prospectus, or a copy of the Plan and the Certificate of
Incorporation and Bylaws of the new Delaware corporation, you must request such
materials in writing, addressed to the Secretary of the new Delaware corporation
at the address given above. Such requests must be received by the Company no
later than December 23, 2002. If the Company does not receive your request by
such date, you will not be entitled to have such materials mailed to you.

To the extent necessary to permit approval of the Plan, proxies may be
solicited by officers, directors, or regular employees of the Company and/or the
Bank, in person, by telephone, or through other forms of communication and, if
necessary, the Meeting may be adjourned to a later date. Such persons will be
reimbursed by the Company and/or the Bank for their reasonable out-of-pocket
expenses, including, but not limited to, telephone and postage expenses incurred
in connection with such solicitation. The Company and/or the Bank have not
retained a proxy solicitation firm to provide advisory services in connection
with the solicitation of proxies. The cost of solicitation of proxies will be
borne by the Company. The Company will reimburse brokerage firms and other
custodians, nominees, and fiduciaries for reasonable expenses incurred by them
in sending proxy materials to the beneficial owners of common stock.

YOUR VOTE IS IMPORTANT! THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR"
THE PLAN.

THIS PROXY STATEMENT IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY SHARES OF COMMON STOCK IN THE OFFERING. THE OFFER IS MADE ONLY BY THE
PROSPECTUS.

BY THE ORDER OF THE BOARD OF DIRECTORS

/s/Robert N. Murphy
Robert N. Murphy
Corporate Secretary

Lockport, New York
November 14, 2002

Exhibit A

FORM OF
AGREEMENT OF MERGER BETWEEN
FIRST NIAGARA FINANCIAL GROUP, INC. (Delaware) AND
FIRST NIAGARA FINANCIAL GROUP, INC. (Federal)

THIS AGREEMENT OF MERGER (this "Agreement"), dated as of November 8, 2002,
is made by and between First Niagara Financial Group, Inc., a Delaware
corporation ("Mid-Tier Holding Company") and First Niagara Financial Group,
Inc., a federal corporation ("Federal Mid-Tier").

R E C I T A L S :

1. The Mid-Tier Holding Company is a Delaware corporation. As of the date
hereof, the Mid-Tier Holding Company has authorized capital stock consisting of
45,000,000 shares of common stock, and 5,000,000 shares of preferred stock, of
which there are 26,042,467 shares of common stock issued and outstanding and no
shares of preferred stock issued and outstanding.

2. Federal Mid-Tier is a Federal corporation. As of the date hereof,
Federal Mid-Tier has authorized capital stock consisting of 85,000,000 shares of
common stock and 15,000,000 shares of preferred stock, of which there are 1,000
shares of common stock issued and outstanding and no shares of preferred stock
issued and outstanding.

3. At least two-thirds of the members of the board of directors of the
Mid-Tier Holding Company and the board of directors of Federal Mid-Tier have
approved this Agreement whereby the Mid-Tier Holding Company shall be merged
with and into Federal Mid-Tier with Federal Mid-Tier as the surviving or
resulting mid-tier holding company (the "Mid-Tier Merger"), and authorized the
execution and delivery thereof.

4. At least two thirds of the issued and outstanding shares of Mid-Tier
Holding Company common stock and Federal Mid-Tier common stock has been voted in
favor of the Mid-Tier Merger.

NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, the parties hereto have agreed as follows:

1. Merger. At and on the Effective Date of the Mid-Tier Merger, (i)
Mid-Tier Holding Company shall merge with and into Federal Mid-Tier with Federal
Mid-Tier as the resulting entity (the "Resulting Company"), (ii) Mid-Tier
Holding Company stockholders shall receive shares of Federal Mid-Tier common
stock in exchange for their Mid-Tier Holding Company common stock on a
one-for-one basis, and (iii) the 1,000 shares of outstanding common stock of the
Federal Mid-Tier shall be cancelled.

2. Effective Date. The effective date of the Mid-Tier Merger (the
"Effective Date") shall not be until and unless it is approved by the Office of
Thrift Supervision (the "OTS") after approval by at least two-thirds of the
outstanding shares of common stock of the Mid-Tier Holding Company and
two-thirds of the outstanding shares of common stock of Federal Mid-Tier.

3. Name. The name of the Resulting Company shall First Niagara Financial
Group, Inc.

4. Offices. The main office of the Resulting Company shall be 6950 South
Transit Road, P. O. Box 514, Lockport, New York 14095-0514.

5. Directors and Officers. The directors and officers of Mid-Tier Holding
Company immediately prior to the Effective Date shall be the directors and
officers of the Resulting Company after the Effective Date.

6. Rights and Duties of the Resulting Company. At the Effective Date,
Mid-Tier Holding Company shall be merged with and into Federal Mid-Tier with
Federal Mid-Tier as the Resulting Company. The business of the Resulting Company
shall be that of a federal stock holding company as provided in its charter. All
assets, rights, interests, privileges, powers, franchises and property (real,
personal and mixed) of Mid-Tier Holding Company shall be automatically
transferred to and vested in the Resulting Company by virtue of the Mid-Tier
Merger without any deed or

A-1

other document of transfer. The Resulting Company, without any order or action
on the part of any court or otherwise and without any documents of assumption or
assignment, shall hold and enjoy all of the properties, franchises and
interests, including appointments, powers, designations, nominations and all
other rights and interests as the agent or other fiduciary in the same manner
and to the same extent as such rights, franchises, and interests and powers were
held or enjoyed by the Mid-Tier Holding Company and Federal Mid-Tier. The
Resulting Company shall be responsible for all of the liabilities, restrictions
and duties of every kind and description of Mid-Tier Holding Company and the
Federal Mid-Tier immediately prior to the Mid-Tier Merger, including liabilities
for all debts, obligations and contracts of the Mid-Tier Holding Company and
Federal Mid-Tier, matured or unmatured, whether accrued, absolute, contingent or
otherwise and whether or not reflected or reserved against on balance sheets,
books of accounts or records of Mid-Tier Holding Company and Federal Mid-Tier.
All rights of creditors and other obligees and all liens on property of Mid-Tier
Holding Company, and Federal Mid-Tier shall be preserved and shall not be
released or impaired.

IN WITNESS WHEREOF, Mid-Tier Holding Company and Federal Mid-Tier have
caused this Agreement to be executed as of the date first above written.

First Niagara Financial Group, Inc.
(a Federal corporation)
ATTEST:

_________________________________ By: __________________________________
Robert N. Murphy, Corporate Secretary William E. Swan, Chairman, President
and Chief Executive Officer

First Niagara Financial Group, Inc.
(a Delaware corporation)
ATTEST:

__________________________________ By: __________________________________
Robert N. Murphy, Corporate Secretary William E. Swan, Chairman, President
and Chief Executive Officer

A-2

REVOCABLE PROXY

FIRST NIAGARA FINANCIAL GROUP, INC.
SPECIAL MEETING OF STOCKHOLDERS
JANUARY 9, 2003

The undersigned hereby appoints the full Board of Directors, with full
powers of substitution, to act as attorneys and proxies for the undersigned to
vote all shares of common stock of First Niagara Financial Group, Inc. (the
"Company") which the undersigned is entitled to vote at a Special Meeting of
Stockholders ("Meeting") to be held at the Sean Patrick's Banquet Facility, 3480
Millersport Highway, Getzville, New York, at 11:00 a.m., New York Time, on
January 9, 2003. The official proxy committee is authorized to cast all votes to
which the undersigned is entitled as follows:

FOR AGAINST ABSTAIN
--- ------- -------

1. The approval of the Plan of re-chartering by which the Company will [_] [_] [_]
convert its charter from a Delaware corporation to a federal corporation.

2. A plan of conversion and reorganization (the "Plan") pursuant to which [_] [_] [_]
First Niagara Financial Group, MHC (the "Mutual Holding Company") will be
merged into First Niagara Bank, and the Company will be succeeded by a new
Delaware corporation with the same name as the Company which has been
established for the purpose of completing the conversion and
reorganization. As part of the conversion and reorganization, shares of
common stock representing the Mutual Holding Company's ownership interest
in the Company will be offered for sale in a subscription and community
offering. Common stock of the Company currently held by public
stockholders will be converted into new shares pursuant to an exchange
ratio that will ensure that stockholders at the time of the conversion
will own the same percentage of the Company after the conversion as was
held immediately prior thereto, exclusive of any shares purchased by the
stockholder in the offering and cash received in lieu of fractional
shares.

The Board of Directors recommends a vote "FOR" the listed proposals.

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IF SIGNED, THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED. THIS PROXY, IF SIGNED, WILL BE VOTED FOR THE PROPOSITIONS STATED
ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE
VOTED BY THE ABOVE-NAMED PROXIES AT THE DIRECTION OF A MAJORITY OF THE BOARD OF
DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER
BUSINESS TO BE PRESENTED AT THE MEETING.
- --------------------------------------------------------------------------------

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

Should the undersigned be present and elect to vote at the Meeting or
at any adjournment thereof and after notification to the Secretary of the
Company at the Meeting of the stockholder's decision to terminate this proxy,
then the power of said attorneys and proxies shall be deemed terminated and of
no further force and effect. This proxy may also be revoked by sending written
notice to the Secretary of the Company at the address set forth on the Notice of
Special Meeting of Stockholders, or by the filing of a later-dated proxy prior
to a vote being taken on a particular proposal at the Meeting.

Dated: _________________, 2002

___________________________ ___________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER

___________________________ ___________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER

Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee, or guardian, please give your full title. If
shares are held jointly, each holder should sign.

- --------------------------------------------------------------------------------
Please complete, date and sign this proxy and return it promptly
in the enclosed postage-paid envelope.
- --------------------------------------------------------------------------------