FIRST NIAGARA FINANCIAL GROUP INC Contracts & Agreements

Third Supplemental Indenture among KeyCorp, First Niagara Financial Group, Inc., and The Bank of New York Mellon as Trustee

Indenture Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2016

Second Supplemental Indenture to Subordinated Notes Indenture among First Niagara Financial Group, Inc., KeyCorp, and U.S. Bank National Association, as Trustee

Indenture Agreements

FIRST NIAGARA FINANCIAL GROUP INC

OH

2016

Second Amendment to First Niagara Financial Group Separation Pay Plan (with KeyCorp)

Separation Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2016

First Niagara Financial Group, Inc. CEO Performance-Based Restricted Stock Unit Agreement under 2012 Equity Incentive Plan

Equity Distribution Agreements

FIRST NIAGARA FINANCIAL GROUP INC

DE

2015

First Niagara Financial Group CEO Restricted Stock Unit Agreement under 2012 Equity Incentive Plan

Equity Distribution Agreements

FIRST NIAGARA FINANCIAL GROUP INC

DE

2015

First Niagara Financial Group, Inc. 2012 Equity Incentive Plan Restricted Stock Unit Agreement with Participant

Equity Distribution Agreements

FIRST NIAGARA FINANCIAL GROUP INC

DE

2015

First Niagara Financial Group, Inc. 2012 Equity Incentive Plan Restricted Stock Unit Agreement with Participant

Equity Distribution Agreements

FIRST NIAGARA FINANCIAL GROUP INC

DE

2015

First Niagara Bank Executive Change in Control Severance Plan (2015)

Change of Control Agreements

FIRST NIAGARA FINANCIAL GROUP INC

NY

2015

First Niagara Bank Change in Control Severance Plan and Summary Plan Description (Adopted November 6, 2014)

Severance Agreements

FIRST NIAGARA FINANCIAL GROUP INC

NY

2015

Amendment Number One to First Niagara Bank Executive Change in Control Severance Plan (2015)

Change of Control Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2015

Amendment Number One to First Niagara Bank Change in Control Severance Plan and Summary Plan Description

Change of Control Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2015

First Niagara Bank Nonqualified Deferred Compensation Plan (Effective January 1, 2015)

Compensation Agreements

FIRST NIAGARA FINANCIAL GROUP INC

NY

2015

Separation, Waiver and Release Agreement between Daniel E. Cantara, III and First Niagara Financial Group, Inc.

Separation Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2014

Amended and Restated Directors Deferred Fees Plan between First Niagara Bank, N.A. and First Niagara Financial Group, Inc.

Compensation Agreements

FIRST NIAGARA FINANCIAL GROUP INC

NY

2014

Employment Agreement between Gary M. Crosby and First Niagara Financial Group, Inc. for President and CEO Position

Employment Agreements

FIRST NIAGARA FINANCIAL GROUP INC

NY

2013

Amended and Restated Change in Control Agreement between First Niagara Financial Group, Inc. and Gary M. Crosby

Change of Control Agreements

FIRST NIAGARA FINANCIAL GROUP INC

NY

2013

First Niagara Financial Group Amended and Restated Executive Severance Plan (Effective December 19, 2013)

Severance Agreements

FIRST NIAGARA FINANCIAL GROUP INC

NY

2013

Separation Agreement between First Niagara Financial Group, Inc. and John R. Koelmel (May 17, 2013)

Separation Agreements

FIRST NIAGARA FINANCIAL GROUP INC

NY

2013

First Niagara Financial Group Executive Severance Plan Amendment No. 1 (2012)

Severance Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2013

Amendment Number Two to First Niagara Financial Group Executive Severance Plan

Severance Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2013

First Niagara Financial Group Transition Severance Plan for Gary Crosby (Effective March 19, 2013)

Severance Agreements

FIRST NIAGARA FINANCIAL GROUP INC

NY

2013

Interim Chief Executive Officer Compensation Agreement between Gary M. Crosby and First Niagara Financial Group, Inc.

Employment Agreements

FIRST NIAGARA FINANCIAL GROUP INC

NY

2013

Amended and Restated Change in Control Agreement between First Niagara Financial Group, Inc. and Gary M. Crosby

Change of Control Agreements

FIRST NIAGARA FINANCIAL GROUP INC

NY

2013

First Niagara Financial Group, Inc. Restricted Stock Unit Agreement with Gary M. Crosby under 2012 Equity Incentive Plan

Equity Distribution Agreements

FIRST NIAGARA FINANCIAL GROUP INC

DE

2013

First Niagara Financial Group, Inc. Executive Restricted Stock Unit Agreement under 2012 Equity Incentive Plan

Equity Distribution Agreements

FIRST NIAGARA FINANCIAL GROUP INC

DE

2013

First Niagara Financial Group, Inc. Executive Restricted Stock Unit Agreement under 2012 Equity Incentive Plan

Equity Distribution Agreements

FIRST NIAGARA FINANCIAL GROUP INC

DE

2013

First Niagara Financial Group, Inc. Executive Restricted Stock Agreement under 2012 Equity Incentive Plan

Equity Distribution Agreements

FIRST NIAGARA FINANCIAL GROUP INC

DE

2013

First Niagara Financial Group, Inc. Executive Restricted Stock Agreement under 2012 Equity Incentive Plan

Stock Agreements

FIRST NIAGARA FINANCIAL GROUP INC

DE

2013

First Niagara Financial Group, Inc. 2012 Equity Incentive Plan Stock Option Agreement

Warrant Agreements

FIRST NIAGARA FINANCIAL GROUP INC

DE

2013

First Niagara Financial Group, Inc. 2012 Equity Incentive Plan Restricted Stock Agreement with Participant

Equity Distribution Agreements

FIRST NIAGARA FINANCIAL GROUP INC

DE

2013

First Niagara Financial Group, Inc. General Restricted Stock Unit Agreement under 2012 Equity Incentive Plan

Equity Distribution Agreements

FIRST NIAGARA FINANCIAL GROUP INC

DE

2013

Underwriting Agreement for 14,000,000 Shares of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series B by First Niagara Financial Group, Inc. and Underwriters

Underwriting Agreements

FIRST NIAGARA FINANCIAL GROUP INC

NY

2011

Underwriting Agreement between First Niagara Financial Group, Inc. and Goldman, Sachs & Co. (as Representative of the Underwriters) for Sale of Common Stock

Underwriting Agreements

FIRST NIAGARA FINANCIAL GROUP INC

NY

2011

Purchase and Assumption Agreement among HSBC Bank USA, HSBC Securities (USA) Inc., HSBC Technology & Services (USA) Inc., and First Niagara Bank, N.A.

Purchase Agreements

FIRST NIAGARA FINANCIAL GROUP INC

NY

2011

First Niagara Financial Group Executive Employment Agreement with Gregory W. Norwood (April 2011)

Employment Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2011

Underwriting Agreement for $300,000,000 6.750% Senior Notes due 2020 between First Niagara Financial Group, Inc. and Underwriters led by J.P. Morgan Securities Inc. and Goldman,...

Underwriting Agreements

FIRST NIAGARA FINANCIAL GROUP INC

NY

2010

Second Supplemental Indenture to Senior Notes Indenture between First Niagara Financial Group, Inc. and The Bank of New York Mellon (6.750% Senior Notes Due 2020)

Indenture Agreements

FIRST NIAGARA FINANCIAL GROUP INC

NY

2010

First Niagara Financial Group, Inc. Underwriting Agreement for 33,340,000 Shares of Common Stock with Keefe, Bruyette & Woods, Inc. and Sandler O’Neill & Partners, L.P.

Underwriting Agreements

FIRST NIAGARA FINANCIAL GROUP INC

NY

2009

First Niagara Financial Group, Inc. and National City Bank Registration Rights Agreement (September 4, 2009)

Registration Rights Agreements

FIRST NIAGARA FINANCIAL GROUP INC

PA

2009

Senior Notes Indenture between First Niagara Financial Group, Inc. and The Bank of New York Mellon (2009)

Indenture Agreements

FIRST NIAGARA FINANCIAL GROUP INC

NY

2009

Warrant Repurchase Agreement between U.S. Department of the Treasury and First Niagara Financial Group, Inc.

Warrant Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2009

Letter of Transmittal for Redemption of Preferred Stock between First Niagara Financial Group, Inc. and U.S. Department of Treasury

Stock Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2009

Underwriting Agreement for 27,000,000 Shares of Common Stock between First Niagara Financial Group, Inc. and Underwriters (Keefe, Bruyette & Woods, Inc. and Goldman, Sachs & Co.)

Underwriting Agreements

FIRST NIAGARA FINANCIAL GROUP INC

NY

2009

Purchase and Assumption Agreement among National City Bank, First Niagara Bank, and The PNC Financial Services Group, Inc.

Purchase Agreements

FIRST NIAGARA FINANCIAL GROUP INC

PA

2009

Securities Purchase Agreement among The PNC Financial Services Group, Inc., National City Bank, and First Niagara Financial Group, Inc. dated April 6, 2009

Purchase Agreements

FIRST NIAGARA FINANCIAL GROUP INC

DE

2009

Amended and Restated Change in Control Agreement between First Niagara Financial Group, Inc. and John R. Koelmel

Change of Control Agreements

FIRST NIAGARA FINANCIAL GROUP INC

WA

2009

First Niagara Financial Group, Inc. Amended and Restated Change in Control Agreement with Executive

Change of Control Agreements

FIRST NIAGARA FINANCIAL GROUP INC

WA

2009

First Niagara Financial Group Amended and Restated CEO Executive Severance Plan (John Koelmel)

Severance Agreements

FIRST NIAGARA FINANCIAL GROUP INC

NY

2009

First Niagara Financial Group Executive Severance Plan (Effective October 23, 2006)

Severance Agreements

FIRST NIAGARA FINANCIAL GROUP INC

NY

2009

Amended and Restated First Niagara Bank and First Niagara Financial Group, Inc. Directors Deferred Fees Plan

Compensation Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2009

First Amendment to First Niagara Financial Group Pinnacle Incentive Compensation Plan

Bonus & Incentive Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2009

Certificate of Designations for Fixed Rate Cumulative Perpetual Preferred Stock, Series A of First Niagara Financial Group, Inc.

Articles of Amendment

FIRST NIAGARA FINANCIAL GROUP INC

2008

Warrant Agreement to Purchase Common Stock of First Niagara Financial Group, Inc. (November 21, 2008)

Warrant Agreements

FIRST NIAGARA FINANCIAL GROUP INC

NY

2008

Securities Purchase Agreement between U.S. Department of the Treasury and First Niagara Financial Group, Inc.

Purchase Agreements

FIRST NIAGARA FINANCIAL GROUP INC

DC

2008

TARP Capital Purchase Program Executive Compensation Waiver Agreement – First Niagara Financial Group, Inc.

Waiver Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2008

First Niagara Financial Group Executive Compensation Amendment Letter Agreement (TARP/CPP Compliance)

Compensation Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2008

First Niagara Financial Group, Inc. Change in Control Agreement with Executive

Change of Control Agreements

FIRST NIAGARA FINANCIAL GROUP INC

NY

2007

Change in Control Agreement between First Niagara Financial Group, Inc. and John R. Koelmel

Change of Control Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2007

First Niagara Financial Group, Inc. Change in Control Agreement with Executive

Change of Control Agreements

FIRST NIAGARA FINANCIAL GROUP INC

NY

2007

Change in Control Agreement between First Niagara Financial Group, Inc. and John R. Koelmel

Change of Control Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2007

Separation Agreement between First Niagara Financial Group, Inc. and Paul J. Kolkmeyer

Separation Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2007

First Amendment and Restatement of First Niagara Financial Group, Inc. 1999 Stock Option Plan

Bonus & Incentive Agreements

FIRST NIAGARA FINANCIAL GROUP INC

DE

2006

First Niagara Financial Group, Inc. Amended and Restated 2002 Long-Term Incentive Stock Benefit Plan

Bonus & Incentive Agreements

FIRST NIAGARA FINANCIAL GROUP INC

DE

2006

Employment Agreement between First Niagara Financial Group, Inc. and Executive

Employment Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2002

Common Stock Certificate of First Niagara Financial Group, Inc.

Stock Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2002

Agreement and Plan of Merger between KeyCorp and First Niagara Financial Group, Inc. (October 30, 2015)

Merger Agreements

FIRST NIAGARA FINANCIAL GROUP INC

DE

2015

Agreement and Plan of Merger between First Niagara Financial Group, Inc. and Harleysville National Corporation

Merger Agreements

FIRST NIAGARA FINANCIAL GROUP INC

PA

2009

Board Representation and Non-Solicitation Agreement between First Niagara Financial Group, Inc. and Requesting Stockholders (Cohen, Florio, Mashuta)

Voting Agreements

FIRST NIAGARA FINANCIAL GROUP INC

NY

2008

Residential Mortgage Program Agreement between Homestead Funding Corp. and First Niagara Bank

Collaboration Agreements

FIRST NIAGARA FINANCIAL GROUP INC

NY

2005

Agency Agreement Between First Niagara Financial Group, Inc. and Ryan Beck & Co. for Common Stock Offering

Agency Agreements

FIRST NIAGARA FINANCIAL GROUP INC

DE

2002

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FIRST NIAGARA FINANCIAL GROUP INC Contracts & Agreements