Registration No. 333-________

     As filed with the Securities and Exchange Commission on April 28, 2010

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933


                      First Niagara Financial Group, Inc.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                    42-1556195
-------------------------------             ------------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                         726 Exchange Street, Suite 618
                                Buffalo, NY 14210
                    ----------------------------------------
                    (Address of Principal Executive Offices)

           Harleysville National Corporation 1993 Stock Incentive Plan
 Harleysville National Corporation 1998 Independent Directors Stock Option Plan,
                                   as Amended
           Harleysville National Corporation 1998 Stock Incentive Plan
      Harleysville National Corporation 2004 Omnibus Stock Incentive Plan,
                            as Amended and Restated
  East Penn Financial Corporation 1999 Independent Directors Stock Option Plan
            East Penn Financial Corporation 1999 Stock Incentive Plan
         Chester Valley Bancorp, Inc. 1997 Stock Option Plan, as Amended
   Willow Financial Bancorp, Inc. Amended and Restated 1999 Stock Option Plan
   Willow Financial Bancorp, Inc. Amended and Restated 2002 Stock Option Plan
--------------------------------------------------------------------------------
                            (Full Title of the Plan)


                                   Copies to:

        Mr. John R. Koelmel                       Mr. Marc P. Levy, Esquire
President and Chief Executive Officer        Luse Gorman Pomerenk & Schick, P.C.
 First Niagara Financial Group, Inc.        5335 Wisconsin Ave., N.W., Suite 780
   726 Exchange Street, Suite 618                  Washington, D.C. 20015
         Buffalo, NY 14210                             (202) 274-2000
          (716) 819-5500
-------------------------------------
    (Name, Address and Telephone
     Number of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [X]   Accelerated filer [ ]   Non-accelerated filer [ ]
Smaller reporting company [ ]


<PAGE>


                        CALCULATION OF REGISTRATION FEE*

<TABLE>
<CAPTION>
====================================================================================================================
         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered(1)         Per Share(2)          Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
<S>                             <C>                    <C>                 <C>                        <C>
Common Stock, par value
$0.01 per share                   3,723 (3)            $35.62                $132,613.26               $10.00
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share                  79,046 (4)            $42.13              $3,330,207.98              $238.00
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share                 245,272 (5)            $33.45              $8,204,348.40              $585.00
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share                  78,939 (6)            $30.35              $2,395,798.65              $171.00
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share                   9,168 (7)            $20.92                $191,794.56               $14.00
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share                     318 (8)            $21.47                  $6,827.46                $1.00
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share                  19,939 (9)            $29.85                $595,179.15               $43.00
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share                 174,866 (10)           $34.11              $5,964,679.26              $426.00
--------------------------------------------------------------------------------------------------------------------
TOTALS                          611,271                                   $20,821,448.72            $1,488.00
--------------------------------------------------------------------------------------------------------------------
</TABLE>
------------------------

(1)  Together with an indeterminate number of additional shares that may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the (i) Harleysville National Corporation 1993 Stock Incentive Plan, (ii)
     Harleysville National Corporation 1998 Independent Directors Stock Option
     Plan, as Amended, (iii) Harleysville National Corporation 1998 Stock
     Incentive Plan, (iv) Harleysville National Corporation 2004 Omnibus Stock
     Incentive Plan, as Amended and Restated, (v) East Penn Financial
     Corporation 1999 Independent Directors Stock Option Plan, (vi) East Penn
     Financial Corporation 1999 Stock Incentive Plan, (vii) Chester Valley
     Bancorp, Inc. 1997 Stock Option Plan, as Amended, (viii) Willow Financial
     Bancorp, Inc. Amended and Restated 1999 Stock Option Plan, and (ix) Willow
     Financial Bancorp, Inc. Amended and Restated 2002 Stock Option Plan
     (collectively referred to as the "Stock Option Plans") as a result of a
     stock split, stock dividend or similar adjustment of the outstanding common
     stock of First Niagara Financial Group, Inc. (the "Company") pursuant to 17
     C.F.R. Section 230.416(a).

(2)  Determined by the exercise price of stock options pursuant to 17 C.F.R.
     Section 230.457(h)(1).

(3)  Represents the number of outstanding exercisable stock options issued under
     the Harleysville National Corporation 1993 Stock Incentive Plan.

(4)  Represents the number of outstanding exercisable stock options issued under
     the Harleysville National Corporation 1998 Independent Directors Stock
     Option Plan, as Amended.


                                       2


<PAGE>


(5)  Represents the number of outstanding exercisable stock options issued under
     the Harleysville National Corporation 1998 Stock Incentive Plan.

(6)  Represents the number of outstanding exercisable stock options issued under
     the Harleysville National Corporation 2004 Omnibus Stock Incentive Plan, as
     Amended and Restated.

(7)  Represents the number of outstanding exercisable stock options issued under
     the East Penn Financial Corporation 1999 Independent Directors Stock Option
     Plan

(8)  Represents the number of outstanding exercisable stock options issued under
     the East Penn Financial Corporation 1999 Stock Incentive Plan

(9)  Represents the number of outstanding exercisable stock options issued under
     the Chester Valley Bancorp, Inc. 1997 Stock Option Plan, as Amended.

(10) Represents the number of outstanding exercisable stock options issued under
     the Willow Financial Bancorp, Inc. Amended and Restated 1999 Stock Option
     Plan and the Willow Financial Bancorp, Inc. Amended and Restated 2002 Stock
     Option Plan.

                              --------------------

     This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. ss.
230.462.


                                       3


<PAGE>


PART I.

Items 1 and 2. Plan Information and Registrant Information and Employee Plan
Annual Information

     The documents containing the information specified in Part I and II of Form
S-8 have been or will be sent or given to participants in the Stock Option Plans
as  specified  by Rule  428(b)(1)  promulgated  by the  Securities  and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities Act").

     Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3. Incorporation of Documents by Reference

     The  following   documents   previously  or  concurrently  filed  with  the
Commission are hereby incorporated by reference in this Registration Statement:

     a) The Company's Annual Report on Form 10-K for the year ended December 31,
2009 (File No. 000-23975), filed with the Commission on February 26, 2010;

     b) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Securities  Exchange Act of 1934, as amended (the  "Exchange  Act")
since  the  financial  statements  included  in the  Annual  Report on Form 10-K
referred to in (a) above; and

     c)  The  description  of  the  Company's  common  stock  contained  in  the
Registration Statement on Form 8-A filed with the Commission on January 15, 2003
(Commission File No. 000-23975).

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
prospectus to the extent that a statement  contained herein or therein or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  herein  or  therein  modifies  or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement and the prospectus.

     All information appearing in this Registration Statement and the prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

Item 4. Description of Securities

     Not applicable.

Item 5. Interests of Named Experts and Counsel

     None.


                                       4


<PAGE>


Item 6. Indemnification of Directors and Officers

     Article TENTH of the Certificate of Incorporation of the Company sets forth
circumstances  under  which  directors,  officers,  employees  and agents of the
Company  may be insured or  indemnified  against  liability  which they incur in
their capacities as such:

     TENTH:

     A. Each  person  who was or is made a party or is  threatened  to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a  Director  or an Officer of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  shall be indemnified and held harmless by the Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith;  provided, however, that, except as provided
in  Section  C  hereof  with  respect  to   proceedings  to  enforce  rights  to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

     B. The right to  indemnification  conferred  in  Section A of this  Article
TENTH  shall  include  the  right  to be paid by the  Corporation  the  expenses
incurred in defending any such  proceeding  in advance of its final  disposition
(hereinafter  an  "advancement of expenses");  provided,  however,  that, if the
Delaware General  Corporation Law requires,  an advancement of expenses incurred
by an indemnitee in his or her capacity as a Director or Officer (and not in any
other  capacity  in  which  service  was  or is  rendered  by  such  indemnitee,
including,  without  limitation,  services to an employee benefit plan) shall be
made only upon delivery to the  Corporation  of an undertaking  (hereinafter  an
"undertaking"),  by or on behalf of such  indemnitee,  to repay all  amounts  so
advanced if it shall  ultimately be determined by final  judicial  decision from
which there is no further right to appeal  (hereinafter a "final  adjudication")
that such  indemnitee is not entitled to be indemnified  for such expenses under
this Section or otherwise.  The rights to indemnification and to the advancement
of  expenses  conferred  in  Sections  A and B of this  Article  TENTH  shall be
contract  rights and such  rights  shall  continue as to an  indemnitee  who has
ceased to be a  Director,  Officer,  employee  or agent  and shall  inure to the
benefit of the indemnitee's heirs, executors and administrators.

     C. If a claim  under  Section A or B of this  Article  TENTH is not paid in
full by the  Corporation  within sixty (60) days after a written  claim has been
received by the Corporation, except in the case of a claim for an advancement of
expenses,  in which case the  applicable  period shall be twenty (20) days,  the
indemnitee  may at any time  thereafter  bring suit against the  Corporation  to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the  Corporation to recover an advancement of
expenses  pursuant  to the  terms of an  undertaking,  the  indemnitee  shall be
entitled to be paid also the expenses of  prosecuting or defending such suit. In
(i) any suit  brought by the  indemnitee  to enforce a right to  indemnification
hereunder  (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an  advancement  of expenses  pursuant to the terms of an
undertaking  the  Corporation  shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable  standard for
indemnification  set forth in the Delaware General  Corporation Law. Neither the
failure of the Corporation (including its Board of Directors,  independent legal
counsel,  or its  stockholders)  to  have  made  a  determination  prior  to the
commencement  of such suit that  indemnification  of the indemnitee is proper in
the  circumstances  because the indemnitee  has met the  applicable  standard of
conduct  set  forth in the  Delaware  General  Corporation  Law,  nor an  actual
determination by the Corporation (including its Board of Directors,  independent
legal  counsel,  or its  stockholders)  that  the  indemnitee  has not met  such
applicable  standard of conduct,  shall create a presumption that the indemnitee
has not met the  applicable  standard  of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any suit brought by the


                                       5


<PAGE>


indemnitee  to  enforce  a right  to  indemnification  or to an  advancement  of
expenses hereunder,  or by the Corporation to recover an advancement of expenses
pursuant  to the  terms  of an  undertaking,  the  burden  of  proving  that the
indemnitee  is  not  entitled  to be  indemnified,  or to  such  advancement  of
expenses, under this Article TENTH or otherwise, shall be on the Corporation.

     D.  The  rights  to  indemnification  and to the  advancement  of  expenses
conferred in this Article  TENTH shall not be exclusive of any other right which
any person may have or hereafter  acquire under any statute,  the  Corporation's
Certificate  of  Incorporation,  Bylaws,  agreement,  vote  of  stockholders  or
disinterested directors or otherwise.

     E. The  Corporation  may maintain  insurance,  at its  expense,  to protect
itself  and any  Director,  Officer,  employee  or agent of the  Corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the  Corporation  would
have the power to indemnify such person against such expense,  liability or loss
under the Delaware General Corporation Law.

     F. The Corporation  may, to the extent  authorized from time to time by the
Board of Directors,  grant rights to  indemnification  and to the advancement of
expenses to any employee or agent of the  Corporation  to the fullest  extent of
the  provisions  of this Article TENTH with respect to the  indemnification  and
advancement of expenses of directors and officers of the Corporation.

Item 7.  Exemption From Registration Claimed.

     Not applicable.


                                       6


<PAGE>


Item 8. List of Exhibits.

<TABLE>
<CAPTION>

 Regulation S-K                                                                           Reference to Prior Filing
 Exhibit Number                                                                            or Exhibit No. attached
                                    Document                                                        hereto

<S>    <C>        <C>                                                                    <C>
       4          Form of Common Stock Certificate                                                    *

       5          Opinion of Luse Gorman Pomerenk & Schick, A Professional Corporation            Exhibit 5

       10         Harleysville National Corporation 1993 Stock Incentive Plan                    Exhibit 10.1

       10         Harleysville National Corporation 1998 Independent Directors Stock             Exhibit 10.2
                  Option Plan, as Amended

       10         Harleysville National Corporation 1998 Stock Incentive Plan                    Exhibit 10.3

       10         Harleysville National Corporation 2004 Omnibus Stock Incentive Plan,           Exhibit 10.4
                  as Amended and Restated

       10         East Penn Financial Corporation 1999 Independent Directors Stock               Exhibit 10.5
                  Option Plan

       10         East Penn Financial Corporation 1999 Stock Incentive Plan                      Exhibit 10.6

       10         Chester Valley Bancorp, Inc. 1997 Stock Option Plan, as Amended                Exhibit 10.7

       10         Willow Financial Bancorp, Inc. Amended and Restated 1999 Stock                 Exhibit 10.8
                  Option Plan

       10         Willow Financial Bancorp, Inc. Amended and Restated 2002 Stock                 Exhibit 10.9
                  Option Plan

       23         Consent of Luse Gorman Pomerenk & Schick, A Professional Corporation      Contained in Exhibit 5

       23         Consent of KPMG LLP                                                            Exhibit 23.2

       24         Power of Attorney                                                      Contained on Signature Page

</TABLE>
--------------------
*    Incorporated by reference to Exhibit 4.2 to the  Registration  Statement on
     Form  S-1  (Commission  File  No.  333-99737),  originally  filed  with the
     Commission on September 18, 2002.

Item 9. Undertakings

     The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement;

     2. That, for the purpose of determining  any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;


                                       7


<PAGE>


     3. To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
Stock Option Plans;

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or  15(d)  of the  Securities  Exchange  Act of  1934  that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                       8


<PAGE>


                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration  Statement  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the city of Buffalo, NY, on this 29th
day of April, 2010.

                                       FIRST NIAGARA FINANCIAL GROUP, INC.


                                  By:  /s/ John R. Koelmel
                                       -----------------------------------------
                                       John R. Koelmel
                                       President and Chief Executive Officer
                                       (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned  directors and officers of the Company hereby severally
constitute  and appoint John R.  Koelmel.,  as our true and lawful  attorney and
agent,  to do any and all things in our names in the capacities  indicated below
which said John R. Koelmel may deem necessary or advisable to enable the Company
to comply  with the  Securities  Act of 1933,  and any  rules,  regulations  and
requirements of the Securities and Exchange  Commission,  in connection with the
registration  of shares of  common  stock  underlying  the Stock  Option  Plans,
including  specifically,  but not limited to, power and authority to sign for us
in our names in the capacities  indicated below the  registration  statement and
any and all amendments  (including  post-effective  amendments)  thereto; and we
hereby  approve,  ratify and confirm all that said John R.  Koelmel  shall do or
cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the date indicated.

Signatures                    Title                               Date
----------                    -----                               ----


/s/ John R. Koelmel           President,                          April 29, 2010
-------------------------     Chief Executive Officer,
John R. Koelmel               and Director
                              (Principal Executive Officer)


/s/ Michael W. Harrington     Chief Financial Officer             April 29, 2010
-------------------------     (Principal Financial Officer)
Michael W. Harrington


/s/ G. Thomas Bowers          Chairman                            April 29, 2010
-------------------------
G. Thomas Bowers


/s/ David M. Zebro            Vice Chairman                       April 29, 2010
-------------------------
David M. Zebro


/s/ Thomas E. Baker           Director                            April 29, 2010
-------------------------
Thomas E. Baker


<PAGE>


/s/ Carl A. Florio            Director                            April 29, 2010
-------------------------
Carl A. Florio


/s/ Barbara S. Jeremiah       Director                            April 29, 2010
--------------------------
Barbara S. Jeremiah


/s/ William H. Jones          Director                            April 29, 2010
--------------------------
William H. Jones


/s/ George M. Philip          Director                            April 29, 2010
--------------------------
George M. Philip


/s/ Louise Woerner            Director                            April 29, 2010
--------------------------
Louise Woerner


<PAGE>


                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

 Regulation S-K                                                                           Reference to Prior Filing
 Exhibit Number                                                                            or Exhibit No. attached
                                    Document                                                        hereto
<S>    <C>        <C>                                                                    <C>

       4          Form of Common Stock Certificate.                                                   *

       5          Opinion of Luse Gorman Pomerenk & Schick, A Professional Corporation            Exhibit 5

       10         Harleysville National Corporation 1993 Stock Incentive Plan                    Exhibit 10.1

       10         Harleysville National Corporation 1998 Independent Directors Stock             Exhibit 10.2
                  Option Plan, as Amended

       10         Harleysville National Corporation 1998 Stock Incentive Plan                    Exhibit 10.3

       10         Harleysville National Corporation 2004 Omnibus Stock Incentive Plan,           Exhibit 10.4
                  as Amended and Restated

       10         East Penn Financial Corporation 1999 Independent Directors Stock               Exhibit 10.5
                  Option Plan

       10         East Penn Financial Corporation 1999 Stock Incentive Plan                      Exhibit 10.6

       10         Chester Valley Bancorp, Inc. 1997 Stock Option Plan, as Amended                Exhibit 10.7

       10         Willow Financial Bancorp, Inc. Amended and Restated 1999 Stock                 Exhibit 10.8
                  Option Plan

       10         Willow Financial Bancorp, Inc. Amended and Restated 2002 Stock                 Exhibit 10.9
                  Option Plan

       23         Consent of Luse Gorman Pomerenk & Schick, A Professional Corporation      Contained in Exhibit 5

       23         Consent of KPMG LLP                                                            Exhibit 23.2

       24         Power of Attorney                                                      Contained on Signature Page

--------------------
*    Incorporated by reference to Exhibit 4.2 to the  Registration  Statement on
     Form  S-1  (Commission  File  No.  333-99737),  originally  filed  with the
     Commission on September 18, 2002.

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "form-s8_042710.txt", "secsgml_size_bytes": 31236}]
{"company-data": {"conformed-name": "FIRST NIAGARA FINANCIAL GROUP INC", "cik": "0001051741", "assigned-sic": "6036", "irs-number": "161545669", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-166367", "film-number": "10779454"}, "business-address": {"street1": "6950 SOUTH TRANSIT ROAD", "street2": "PO BOX 514", "city": "LOCKPORT", "state": "NY", "zip": "14095", "phone": "7166257500"}, "mail-address": {"street1": "6950 SOUTH TRANSIT ROAD", "street2": "PO BOX 514", "city": "LOCKPORT", "state": "NY", "zip": "14095"}, "former-company": {"former-conformed-name": "NIAGARA BANCORP INC", "date-changed": "19971218"}}
Registration No. 333-________

     As filed with the Securities and Exchange Commission on April 28, 2010

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                      First Niagara Financial Group, Inc.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                    42-1556195
-------------------------------             ------------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                         726 Exchange Street, Suite 618
                                Buffalo, NY 14210
                    ----------------------------------------
                    (Address of Principal Executive Offices)

           Harleysville National Corporation 1993 Stock Incentive Plan
 Harleysville National Corporation 1998 Independent Directors Stock Option Plan,
                                   as Amended
           Harleysville National Corporation 1998 Stock Incentive Plan
      Harleysville National Corporation 2004 Omnibus Stock Incentive Plan,
                            as Amended and Restated
  East Penn Financial Corporation 1999 Independent Directors Stock Option Plan
            East Penn Financial Corporation 1999 Stock Incentive Plan
         Chester Valley Bancorp, Inc. 1997 Stock Option Plan, as Amended
   Willow Financial Bancorp, Inc. Amended and Restated 1999 Stock Option Plan
   Willow Financial Bancorp, Inc. Amended and Restated 2002 Stock Option Plan
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                                   Copies to:

        Mr. John R. Koelmel                       Mr. Marc P. Levy, Esquire
President and Chief Executive Officer        Luse Gorman Pomerenk & Schick, P.C.
 First Niagara Financial Group, Inc.        5335 Wisconsin Ave., N.W., Suite 780
   726 Exchange Street, Suite 618                  Washington, D.C. 20015
         Buffalo, NY 14210                             (202) 274-2000
          (716) 819-5500
-------------------------------------
    (Name, Address and Telephone
     Number of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [X]   Accelerated filer [ ]   Non-accelerated filer [ ]
Smaller reporting company [ ]
CALCULATION OF REGISTRATION FEE*
====================================================================================================================
         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered(1)         Per Share(2)          Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share                   3,723 (3)            $35.62                $132,613.26               $10.00
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share                  79,046 (4)            $42.13              $3,330,207.98              $238.00
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share                 245,272 (5)            $33.45              $8,204,348.40              $585.00
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share                  78,939 (6)            $30.35              $2,395,798.65              $171.00
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share                   9,168 (7)            $20.92                $191,794.56               $14.00
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share                     318 (8)            $21.47                  $6,827.46                $1.00
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share                  19,939 (9)            $29.85                $595,179.15               $43.00
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share                 174,866 (10)           $34.11              $5,964,679.26              $426.00
--------------------------------------------------------------------------------------------------------------------
TOTALS                          611,271                                   $20,821,448.72            $1,488.00
--------------------------------------------------------------------------------------------------------------------
------------------------

(1)  Together with an indeterminate number of additional shares that may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the (i) Harleysville National Corporation 1993 Stock Incentive Plan, (ii)
     Harleysville National Corporation 1998 Independent Directors Stock Option
     Plan, as Amended, (iii) Harleysville National Corporation 1998 Stock
     Incentive Plan, (iv) Harleysville National Corporation 2004 Omnibus Stock
     Incentive Plan, as Amended and Restated, (v) East Penn Financial
     Corporation 1999 Independent Directors Stock Option Plan, (vi) East Penn
     Financial Corporation 1999 Stock Incentive Plan, (vii) Chester Valley
     Bancorp, Inc. 1997 Stock Option Plan, as Amended, (viii) Willow Financial
     Bancorp, Inc. Amended and Restated 1999 Stock Option Plan, and (ix) Willow
     Financial Bancorp, Inc. Amended and Restated 2002 Stock Option Plan
     (collectively referred to as the "Stock Option Plans") as a result of a
     stock split, stock dividend or similar adjustment of the outstanding common
     stock of First Niagara Financial Group, Inc. (the "Company") pursuant to 17
     C.F.R. Section 230.416(a).

(2)  Determined by the exercise price of stock options pursuant to 17 C.F.R.
     Section 230.457(h)(1).

(3)  Represents the number of outstanding exercisable stock options issued under
     the Harleysville National Corporation 1993 Stock Incentive Plan.

(4)  Represents the number of outstanding exercisable stock options issued under
     the Harleysville National Corporation 1998 Independent Directors Stock
     Option Plan, as Amended.

                                       2
(5)  Represents the number of outstanding exercisable stock options issued under
     the Harleysville National Corporation 1998 Stock Incentive Plan.

(6)  Represents the number of outstanding exercisable stock options issued under
     the Harleysville National Corporation 2004 Omnibus Stock Incentive Plan, as
     Amended and Restated.

(7)  Represents the number of outstanding exercisable stock options issued under
     the East Penn Financial Corporation 1999 Independent Directors Stock Option
     Plan

(8)  Represents the number of outstanding exercisable stock options issued under
     the East Penn Financial Corporation 1999 Stock Incentive Plan

(9)  Represents the number of outstanding exercisable stock options issued under
     the Chester Valley Bancorp, Inc. 1997 Stock Option Plan, as Amended.

(10) Represents the number of outstanding exercisable stock options issued under
     the Willow Financial Bancorp, Inc. Amended and Restated 1999 Stock Option
     Plan and the Willow Financial Bancorp, Inc. Amended and Restated 2002 Stock
     Option Plan.

                              --------------------

     This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. ss.
230.462.

                                       3
PART I.

Items 1 and 2. Plan Information and Registrant Information and Employee Plan
Annual Information

     The documents containing the information specified in Part I and II of Form
S-8 have been or will be sent or given to participants in the Stock Option Plans
as  specified  by Rule  428(b)(1)  promulgated  by the  Securities  and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities Act").

     Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3. Incorporation of Documents by Reference

     The  following   documents   previously  or  concurrently  filed  with  the
Commission are hereby incorporated by reference in this Registration Statement:

     a) The Company's Annual Report on Form 10-K for the year ended December 31,
2009 (File No. 000-23975), filed with the Commission on February 26, 2010;

     b) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Securities  Exchange Act of 1934, as amended (the  "Exchange  Act")
since  the  financial  statements  included  in the  Annual  Report on Form 10-K
referred to in (a) above; and

     c)  The  description  of  the  Company's  common  stock  contained  in  the
Registration Statement on Form 8-A filed with the Commission on January 15, 2003
(Commission File No. 000-23975).

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
prospectus to the extent that a statement  contained herein or therein or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  herein  or  therein  modifies  or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement and the prospectus.

     All information appearing in this Registration Statement and the prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

Item 4. Description of Securities

     Not applicable.

Item 5. Interests of Named Experts and Counsel

     None.

                                       4
Item 6. Indemnification of Directors and Officers

     Article TENTH of the Certificate of Incorporation of the Company sets forth
circumstances  under  which  directors,  officers,  employees  and agents of the
Company  may be insured or  indemnified  against  liability  which they incur in
their capacities as such:

     TENTH:

     A. Each  person  who was or is made a party or is  threatened  to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a  Director  or an Officer of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  shall be indemnified and held harmless by the Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith;  provided, however, that, except as provided
in  Section  C  hereof  with  respect  to   proceedings  to  enforce  rights  to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

     B. The right to  indemnification  conferred  in  Section A of this  Article
TENTH  shall  include  the  right  to be paid by the  Corporation  the  expenses
incurred in defending any such  proceeding  in advance of its final  disposition
(hereinafter  an  "advancement of expenses");  provided,  however,  that, if the
Delaware General  Corporation Law requires,  an advancement of expenses incurred
by an indemnitee in his or her capacity as a Director or Officer (and not in any
other  capacity  in  which  service  was  or is  rendered  by  such  indemnitee,
including,  without  limitation,  services to an employee benefit plan) shall be
made only upon delivery to the  Corporation  of an undertaking  (hereinafter  an
"undertaking"),  by or on behalf of such  indemnitee,  to repay all  amounts  so
advanced if it shall  ultimately be determined by final  judicial  decision from
which there is no further right to appeal  (hereinafter a "final  adjudication")
that such  indemnitee is not entitled to be indemnified  for such expenses under
this Section or otherwise.  The rights to indemnification and to the advancement
of  expenses  conferred  in  Sections  A and B of this  Article  TENTH  shall be
contract  rights and such  rights  shall  continue as to an  indemnitee  who has
ceased to be a  Director,  Officer,  employee  or agent  and shall  inure to the
benefit of the indemnitee's heirs, executors and administrators.

     C. If a claim  under  Section A or B of this  Article  TENTH is not paid in
full by the  Corporation  within sixty (60) days after a written  claim has been
received by the Corporation, except in the case of a claim for an advancement of
expenses,  in which case the  applicable  period shall be twenty (20) days,  the
indemnitee  may at any time  thereafter  bring suit against the  Corporation  to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the  Corporation to recover an advancement of
expenses  pursuant  to the  terms of an  undertaking,  the  indemnitee  shall be
entitled to be paid also the expenses of  prosecuting or defending such suit. In
(i) any suit  brought by the  indemnitee  to enforce a right to  indemnification
hereunder  (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an  advancement  of expenses  pursuant to the terms of an
undertaking  the  Corporation  shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable  standard for
indemnification  set forth in the Delaware General  Corporation Law. Neither the
failure of the Corporation (including its Board of Directors,  independent legal
counsel,  or its  stockholders)  to  have  made  a  determination  prior  to the
commencement  of such suit that  indemnification  of the indemnitee is proper in
the  circumstances  because the indemnitee  has met the  applicable  standard of
conduct  set  forth in the  Delaware  General  Corporation  Law,  nor an  actual
determination by the Corporation (including its Board of Directors,  independent
legal  counsel,  or its  stockholders)  that  the  indemnitee  has not met  such
applicable  standard of conduct,  shall create a presumption that the indemnitee
has not met the  applicable  standard  of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any suit brought by the

                                       5
indemnitee  to  enforce  a right  to  indemnification  or to an  advancement  of
expenses hereunder,  or by the Corporation to recover an advancement of expenses
pursuant  to the  terms  of an  undertaking,  the  burden  of  proving  that the
indemnitee  is  not  entitled  to be  indemnified,  or to  such  advancement  of
expenses, under this Article TENTH or otherwise, shall be on the Corporation.

     D.  The  rights  to  indemnification  and to the  advancement  of  expenses
conferred in this Article  TENTH shall not be exclusive of any other right which
any person may have or hereafter  acquire under any statute,  the  Corporation's
Certificate  of  Incorporation,  Bylaws,  agreement,  vote  of  stockholders  or
disinterested directors or otherwise.

     E. The  Corporation  may maintain  insurance,  at its  expense,  to protect
itself  and any  Director,  Officer,  employee  or agent of the  Corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the  Corporation  would
have the power to indemnify such person against such expense,  liability or loss
under the Delaware General Corporation Law.

     F. The Corporation  may, to the extent  authorized from time to time by the
Board of Directors,  grant rights to  indemnification  and to the advancement of
expenses to any employee or agent of the  Corporation  to the fullest  extent of
the  provisions  of this Article TENTH with respect to the  indemnification  and
advancement of expenses of directors and officers of the Corporation.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

                                       6
Item 8. List of Exhibits.
Regulation S-K                                                                           Reference to Prior Filing
 Exhibit Number                                                                            or Exhibit No. attached
                                    Document                                                        hereto
4          Form of Common Stock Certificate                                                    *

       5          Opinion of Luse Gorman Pomerenk & Schick, A Professional Corporation            Exhibit 5

       10         Harleysville National Corporation 1993 Stock Incentive Plan                    Exhibit 10.1

       10         Harleysville National Corporation 1998 Independent Directors Stock             Exhibit 10.2
                  Option Plan, as Amended

       10         Harleysville National Corporation 1998 Stock Incentive Plan                    Exhibit 10.3

       10         Harleysville National Corporation 2004 Omnibus Stock Incentive Plan,           Exhibit 10.4
                  as Amended and Restated

       10         East Penn Financial Corporation 1999 Independent Directors Stock               Exhibit 10.5
                  Option Plan

       10         East Penn Financial Corporation 1999 Stock Incentive Plan                      Exhibit 10.6

       10         Chester Valley Bancorp, Inc. 1997 Stock Option Plan, as Amended                Exhibit 10.7

       10         Willow Financial Bancorp, Inc. Amended and Restated 1999 Stock                 Exhibit 10.8
                  Option Plan

       10         Willow Financial Bancorp, Inc. Amended and Restated 2002 Stock                 Exhibit 10.9
                  Option Plan

       23         Consent of Luse Gorman Pomerenk & Schick, A Professional Corporation      Contained in Exhibit 5

       23         Consent of KPMG LLP                                                            Exhibit 23.2

       24         Power of Attorney                                                      Contained on Signature Page
--------------------
*    Incorporated by reference to Exhibit 4.2 to the  Registration  Statement on
     Form  S-1  (Commission  File  No.  333-99737),  originally  filed  with the
     Commission on September 18, 2002.

Item 9. Undertakings

     The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement;

     2. That, for the purpose of determining  any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

                                       7
3. To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
Stock Option Plans;

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or  15(d)  of the  Securities  Exchange  Act of  1934  that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       8
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration  Statement  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the city of Buffalo, NY, on this 29th
day of April, 2010.

                                       FIRST NIAGARA FINANCIAL GROUP, INC.

                                  By:  /s/ John R. Koelmel
                                       -----------------------------------------
                                       John R. Koelmel
                                       President and Chief Executive Officer
                                       (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned  directors and officers of the Company hereby severally
constitute  and appoint John R.  Koelmel.,  as our true and lawful  attorney and
agent,  to do any and all things in our names in the capacities  indicated below
which said John R. Koelmel may deem necessary or advisable to enable the Company
to comply  with the  Securities  Act of 1933,  and any  rules,  regulations  and
requirements of the Securities and Exchange  Commission,  in connection with the
registration  of shares of  common  stock  underlying  the Stock  Option  Plans,
including  specifically,  but not limited to, power and authority to sign for us
in our names in the capacities  indicated below the  registration  statement and
any and all amendments  (including  post-effective  amendments)  thereto; and we
hereby  approve,  ratify and confirm all that said John R.  Koelmel  shall do or
cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the date indicated.

Signatures                    Title                               Date
----------                    -----                               ----

/s/ John R. Koelmel           President,                          April 29, 2010
-------------------------     Chief Executive Officer,
John R. Koelmel               and Director
                              (Principal Executive Officer)

/s/ Michael W. Harrington     Chief Financial Officer             April 29, 2010
-------------------------     (Principal Financial Officer)
Michael W. Harrington

/s/ G. Thomas Bowers          Chairman                            April 29, 2010
-------------------------
G. Thomas Bowers

/s/ David M. Zebro            Vice Chairman                       April 29, 2010
-------------------------
David M. Zebro

/s/ Thomas E. Baker           Director                            April 29, 2010
-------------------------
Thomas E. Baker
/s/ Carl A. Florio            Director                            April 29, 2010
-------------------------
Carl A. Florio

/s/ Barbara S. Jeremiah       Director                            April 29, 2010
--------------------------
Barbara S. Jeremiah

/s/ William H. Jones          Director                            April 29, 2010
--------------------------
William H. Jones

/s/ George M. Philip          Director                            April 29, 2010
--------------------------
George M. Philip

/s/ Louise Woerner            Director                            April 29, 2010
--------------------------
Louise Woerner
EXHIBIT INDEX
Regulation S-K                                                                           Reference to Prior Filing
 Exhibit Number                                                                            or Exhibit No. attached
                                    Document                                                        hereto
4          Form of Common Stock Certificate.                                                   *

       5          Opinion of Luse Gorman Pomerenk & Schick, A Professional Corporation            Exhibit 5

       10         Harleysville National Corporation 1993 Stock Incentive Plan                    Exhibit 10.1

       10         Harleysville National Corporation 1998 Independent Directors Stock             Exhibit 10.2
                  Option Plan, as Amended

       10         Harleysville National Corporation 1998 Stock Incentive Plan                    Exhibit 10.3

       10         Harleysville National Corporation 2004 Omnibus Stock Incentive Plan,           Exhibit 10.4
                  as Amended and Restated

       10         East Penn Financial Corporation 1999 Independent Directors Stock               Exhibit 10.5
                  Option Plan

       10         East Penn Financial Corporation 1999 Stock Incentive Plan                      Exhibit 10.6

       10         Chester Valley Bancorp, Inc. 1997 Stock Option Plan, as Amended                Exhibit 10.7

       10         Willow Financial Bancorp, Inc. Amended and Restated 1999 Stock                 Exhibit 10.8
                  Option Plan

       10         Willow Financial Bancorp, Inc. Amended and Restated 2002 Stock                 Exhibit 10.9
                  Option Plan

       23         Consent of Luse Gorman Pomerenk & Schick, A Professional Corporation      Contained in Exhibit 5

       23         Consent of KPMG LLP                                                            Exhibit 23.2

       24         Power of Attorney                                                      Contained on Signature Page

--------------------
*    Incorporated by reference to Exhibit 4.2 to the  Registration  Statement on
     Form  S-1  (Commission  File  No.  333-99737),  originally  filed  with the
     Commission on September 18, 2002.