FIRST NIAGARA FINANCIAL GROUP INC Contracts & Agreements

THIRD SUPPLEMENTAL INDENTURE (Filed With SEC on August 1, 2016)

SECOND SUPPLEMENTAL INDENTURE (Filed With SEC on August 1, 2016)

SECOND AMENDMENT TO THE FIRST NIAGARA FINANCIAL GROUP SEPARATION PAY PLAN (As Amended and Restated Effective July 1, 2013) (Filed With SEC on April 29, 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... (Filed With SEC on November 2, 2015)

RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN (Filed With SEC on May 4, 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 (Filed With SEC on March 17, 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 &... (Filed With SEC on March 17, 2015)

FIRST NIAGARA BANK EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN (Filed With SEC on March 17, 2015)

FIRST NIAGARA BANK CHANGE IN CONTROL SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION Amendment Number One (Filed With SEC on March 17, 2015)

FIRST NIAGARA BANK NONQUALIFIED DEFERRED COMPENSATION PLAN (Adopted November 4, 2014, effective as of January 1, 2015) ARTICLE 1 ADOPTION, PURPOSE & EFFECTIVE DATE (Filed With SEC on March 17, 2015)

SEPARATION, WAIVER AND RELEASE AGREEMENT (Filed With SEC on May 6, 2014)

Amended and Restated FIRST NIAGARA BANK AND First Niagara Financial Group, Inc. Directors Deferred Fees Plan (Filed With SEC on February 25, 2014)

FIRST NIAGARA FINANCIAL GROUP, INC. AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT WITH GARY M. CROSBY (Filed With SEC on December 19, 2013)

FIRST NIAGARA FINANCIAL GROUP AMENDED AND RESTATED EXECUTIVE SEVERANCE PLAN Effective as of December 19, 2013 ARTICLE I. ESTABLISHMENT OF THE PLAN (Filed With SEC on December 19, 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... (Filed With SEC on August 9, 2013)

FIRST NIAGARA FINANCIAL GROUP EXECUTIVE SEVERANCE PLAN Amendment Number One (Filed With SEC on May 7, 2013)

FIRST NIAGARA FINANCIAL GROUP EXECUTIVE SEVERANCE PLAN (Filed With SEC on May 7, 2013)

FIRST NIAGARA FINANCIAL GROUP TRANSITION SEVERANCE PLAN Effective as of March 19, 2013 ARTICLE I. ESTABLISHMENT OF THE PLAN (Filed With SEC on May 7, 2013)

RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN (Filed With SEC on May 7, 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 (Filed With SEC on May 7, 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 (Filed With SEC on May 7, 2013)

FORM OF STOCK OPTION AGREEMENT granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN (Filed With SEC on May 7, 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 (Filed With SEC on May 7, 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 (Filed With SEC on May 7, 2013)

14,000,000 Shares First Niagara Financial Group, Inc. Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series B Underwriting Agreement (Filed With SEC on December 14, 2011)

First Niagara Financial Group, Inc. 52,941,176 Shares of Common Stock ($0.01 Par Value Per Share) Underwriting Agreement (Filed With SEC on December 12, 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,... (Filed With SEC on August 1, 2011)

EX-101 INSTANCE DOCUMENT (Filed With SEC on May 10, 2011)

$300,000,000 (Filed With SEC on March 19, 2010)

FIRST NIAGARA FINANCIAL GROUP, INC., Company, (Filed With SEC on March 19, 2010)

FIRST NIAGARA FINANCIAL GROUP, INC. (a Delaware corporation) (Filed With SEC on September 30, 2009)

FIRST NIAGARA FINANCIAL GROUP, INC. (Filed With SEC on September 9, 2009)

FIRST NIAGARA FINANCIAL GROUP, INC., (Filed With SEC on September 9, 2009)

AGREEMENT AND PLAN OF MERGER BY AND BETWEEN FIRST NIAGARA FINANCIAL GROUP, INC. AND HARLEYSVILLE NATIONAL CORPORATION (Filed With SEC on July 27, 2009)

UNITED STATES DEPARTMENT OF THE TREASURY 1500 Pennsylvania Avenue, NW Washington, D.C. 20220 (Filed With SEC on June 29, 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... (Filed With SEC on May 28, 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 (Filed With SEC on April 20, 2009)

PURCHASE AND ASSUMPTION AGREEMENT (Filed With SEC on April 7, 2009)

SECURITIES PURCHASE AGREEMENT (Filed With SEC on April 7, 2009)

1A Risk Factors (Filed With SEC on February 27, 2009)

CERTIFICATE OF DESIGNATIONS OF (Filed With SEC on November 25, 2008)

WARRANT TO PURCHASE COMMON STOCK (Filed With SEC on November 25, 2008)

United States Department of the Treasury 1500 Pennsylvania Avenue, NW Washington, D.C. 20220 (Filed With SEC on November 25, 2008)

WAIVER (Filed With SEC on November 25, 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 (Filed With SEC on November 25, 2008)

AGREEMENT (Filed With SEC on February 20, 2008)

FIRST NIAGARA FINANCIAL GROUP, INC. CHANGE IN CONTROL AGREEMENT WITH ___________________________ (Filed With SEC on March 30, 2007)

FIRST NIAGARA FINANCIAL GROUP, INC. CHANGE IN CONTROL AGREEMENT WITH JOHN R. KOELMEL (Filed With SEC on March 30, 2007)

FIRST NIAGARA FINANCIAL GROUP, INC. CHANGE IN CONTROL AGREEMENT WITH ___________________________ (Filed With SEC on March 27, 2007)

FIRST NIAGARA FINANCIAL GROUP, INC. CHANGE IN CONTROL AGREEMENT WITH JOHN R. KOELMEL (Filed With SEC on March 27, 2007)

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FIRST NIAGARA FINANCIAL GROUP INC Contracts & Agreements