FIRST NIAGARA FINANCIAL GROUP INC Contracts & Agreements

Indenture Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2016

Indenture Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2016

SECOND AMENDMENT TO THE FIRST NIAGARA FINANCIAL GROUP SEPARATION PAY PLAN (As Amended and Restated Effective July 1, 2013)

Separation Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2016

AGREEMENT AND PLAN OF MERGER by and between KEYCORP and FIRST NIAGARA FINANCIAL GROUP, INC. _____________________ Dated as of October 30, 2015 TABLE OF CONTENTS ARTICLE I THE...

Merger Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2015

RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN

Bonus & Incentive Agreements

FIRST NIAGARA FINANCIAL GROUP INC

DE

2015

RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN

Bonus & Incentive Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2015

RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN

Bonus & Incentive Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2015

RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN

Bonus & Incentive Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2015

FIRST NIAGARA BANK EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN (Adopted November 6, 2014, effective as of January 1, 2015) ARTICLE 1 ADOPTION, Purpose & EFFECTIVE DATE

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, effective as of January 1, 2015) ARTICLE 1 ADOPTION, Purpose &...

Change of Control Agreements

FIRST NIAGARA FINANCIAL GROUP INC

NY

2015

FIRST NIAGARA BANK EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN

Change of Control Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2015

FIRST NIAGARA BANK CHANGE IN CONTROL SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION Amendment Number One

Change of Control Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2015

FIRST NIAGARA BANK NONQUALIFIED DEFERRED COMPENSATION PLAN (Adopted November 4, 2014, effective as of January 1, 2015) ARTICLE 1 ADOPTION, PURPOSE & EFFECTIVE DATE

Compensation Agreements

FIRST NIAGARA FINANCIAL GROUP INC

NY

2015

SEPARATION, WAIVER AND RELEASE AGREEMENT

Separation Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2014

Amended and Restated FIRST NIAGARA BANK AND First Niagara Financial Group, Inc. Directors Deferred Fees Plan

FIRST NIAGARA FINANCIAL GROUP INC

2014

FIRST NIAGARA FINANCIAL GROUP, INC. AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT WITH 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 as of December 19, 2013 ARTICLE I. ESTABLISHMENT OF THE PLAN

Severance Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2013

If to you:John R. KoelmelWith copies to:Terrence M. Connors, Esq.Connors & Vilardo, LLP1000 Liberty BuildingBuffalo, New York 14202Jeffrey P. Crandall, Esq.Davis Polk & Wardwell...

FIRST NIAGARA FINANCIAL GROUP INC

NY

2013

FIRST NIAGARA FINANCIAL GROUP EXECUTIVE SEVERANCE PLAN Amendment Number One

Severance Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2013

FIRST NIAGARA FINANCIAL GROUP EXECUTIVE SEVERANCE PLAN

Severance Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2013

FIRST NIAGARA FINANCIAL GROUP TRANSITION SEVERANCE PLAN Effective as of March 19, 2013 ARTICLE I. ESTABLISHMENT OF THE PLAN

Severance Agreements

FIRST NIAGARA FINANCIAL GROUP INC

NY

2013

RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN

Bonus & Incentive Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2013

FORM OF EXECUTIVE RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN

Bonus & Incentive Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2013

FORM OF EXECUTIVE RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN

Bonus & Incentive Agreements

FIRST NIAGARA FINANCIAL GROUP INC

DE

2013

FORM OF EXECUTIVE RESTRICTED STOCK AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN

Bonus & Incentive Agreements

FIRST NIAGARA FINANCIAL GROUP INC

DE

2013

FORM OF EXECUTIVE RESTRICTED STOCK AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN

Bonus & Incentive Agreements

FIRST NIAGARA FINANCIAL GROUP INC

DE

2013

FORM OF STOCK OPTION AGREEMENT granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN

Bonus & Incentive Agreements

FIRST NIAGARA FINANCIAL GROUP INC

DE

2013

FORM OF GENERAL RESTRICTED STOCK AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN

Bonus & Incentive Agreements

FIRST NIAGARA FINANCIAL GROUP INC

DE

2013

FORM OF GENERAL RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN

Bonus & Incentive Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2013

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

Underwriting Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2011

First Niagara Financial Group, Inc. 52,941,176 Shares of Common Stock ($0.01 Par Value Per Share) Underwriting Agreement

Underwriting Agreements

FIRST NIAGARA FINANCIAL GROUP INC

NY

2011

PURCHASE AND ASSUMPTION AGREEMENT by and among HSBC BANK USA, NATIONAL ASSOCIATION, HSBC SECURITIES (USA) INC., HSBC TECHNOLOGY & SERVICES (USA)INC. and FIRST NIAGARA BANK,...

Purchase Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2011

EX-101 INSTANCE DOCUMENT

FIRST NIAGARA FINANCIAL GROUP INC

2011

$300,000,000

FIRST NIAGARA FINANCIAL GROUP INC

2010

FIRST NIAGARA FINANCIAL GROUP, INC., Company,

FIRST NIAGARA FINANCIAL GROUP INC

2010

FIRST NIAGARA FINANCIAL GROUP, INC. (a Delaware corporation)

FIRST NIAGARA FINANCIAL GROUP INC

2009

FIRST NIAGARA FINANCIAL GROUP, INC.

FIRST NIAGARA FINANCIAL GROUP INC

2009

FIRST NIAGARA FINANCIAL GROUP, INC.,

FIRST NIAGARA FINANCIAL GROUP INC

NY

2009

AGREEMENT AND PLAN OF MERGER BY AND BETWEEN FIRST NIAGARA FINANCIAL GROUP, INC. AND HARLEYSVILLE NATIONAL CORPORATION

Merger Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2009

UNITED STATES DEPARTMENT OF THE TREASURY 1500 Pennsylvania Avenue, NW Washington, D.C. 20220

FIRST NIAGARA FINANCIAL GROUP INC

2009

First Niagara Financial Group, Inc. LETTER OF TRANSMITTAL To Surrender 184,011 Shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A Pursuant to the Notice of...

Stock Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2009

FIRST NIAGARA FINANCIAL GROUP, INC. (a Delaware corporation) 27,000,000 Shares of Common Stock ($0.01 Par Value Per Share) UNDERWRITING AGREEMENT April 14, 2009

Underwriting Agreements

FIRST NIAGARA FINANCIAL GROUP INC

NY

2009

PURCHASE AND ASSUMPTION AGREEMENT

Purchase Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2009

SECURITIES PURCHASE AGREEMENT

Purchase Agreements

FIRST NIAGARA FINANCIAL GROUP INC

DE

2009

1A Risk Factors

FIRST NIAGARA FINANCIAL GROUP INC

WA

2009

1A Risk Factors

FIRST NIAGARA FINANCIAL GROUP INC

WA

2009

1A Risk Factors

FIRST NIAGARA FINANCIAL GROUP INC

2009

1A Risk Factors

FIRST NIAGARA FINANCIAL GROUP INC

NY

2009

1A Risk Factors

FIRST NIAGARA FINANCIAL GROUP INC

2009

1A Risk Factors

FIRST NIAGARA FINANCIAL GROUP INC

2009

CERTIFICATE OF DESIGNATIONS OF

FIRST NIAGARA FINANCIAL GROUP INC

2008

WARRANT TO PURCHASE COMMON STOCK

Warrant Agreements

FIRST NIAGARA FINANCIAL GROUP INC

NY

2008

United States Department of the Treasury 1500 Pennsylvania Avenue, NW Washington, D.C. 20220

FIRST NIAGARA FINANCIAL GROUP INC

2008

WAIVER

Waiver Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2008

Intending to be legally bound, I agree with andaccept the foregoing terms on the date setforth below. /s/ J. Lanier Little J. Lanier Little Date: November 18, 2008

FIRST NIAGARA FINANCIAL GROUP INC

2008

AGREEMENT

FIRST NIAGARA FINANCIAL GROUP INC

2008

FIRST NIAGARA FINANCIAL GROUP, INC. CHANGE IN CONTROL AGREEMENT WITH ___________________________

Change of Control Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2007

FIRST NIAGARA FINANCIAL GROUP, INC. CHANGE IN CONTROL AGREEMENT WITH JOHN R. KOELMEL

Change of Control Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2007

FIRST NIAGARA FINANCIAL GROUP, INC. CHANGE IN CONTROL AGREEMENT WITH ___________________________

Change of Control Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2007

FIRST NIAGARA FINANCIAL GROUP, INC. CHANGE IN CONTROL AGREEMENT WITH JOHN R. KOELMEL

Change of Control Agreements

FIRST NIAGARA FINANCIAL GROUP INC

2007

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FIRST NIAGARA FINANCIAL GROUP INC Contracts & Agreements