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

    Vesting Schedule.

Terms and Conditions.

Voting. The Participant will have the right to vote the unvested shares of Stock underlying this Restricted Stock Award.

Dividends. No cash dividends or distributions declared and paid with respect to the shares of Stock underlying this Restricted Stock Award which are unvested on the applicable dividend payment date will be distributed or paid to the Participant.

Withholding.

The Participant shall have the right to direct the Company to satisfy the minimum amount of the federal, state and local taxes required to be withheld upon the vesting of this Restricted Stock Award by withholding a number of shares of Stock (based on the Fair Market Value on the date that this Restricted Stock Award becomes subject to such taxes) otherwise vesting that are necessary to satisfy the minimum amount of the taxes required to be withheld.

In the event that the Participant does not make other arrangements with the Company for the payment of the minimum amount of federal, state or local taxes required to be withheld prior to or at the time of the vesting of this Restricted Stock Award, then the Company shall have the right to withhold the number of shares of Stock (based on the Fair Market Value on the date that this Restricted Stock Award becomes subject to such taxes) otherwise vesting that are necessary to satisfy the minimum amount of the taxes required to be withheld.

Death or Disability. In the event of the Participant's Termination of Service due to death or Disability, the Performance Goals will be deemed satisfied at target and this Restricted Stock Award will become fully vested for the target number of shares of Stock.

Retirement. In the event of the Participant's Termination of Service due to Retirement, this Restricted Stock Award will become vested after the end of the Performance Period to the extent of the achievement of the Performance Goals pursuant to Section 1 of this Agreement, as certified by the Committee. “Retirement” means a Termination of Service by the Participant who meets the age and years of service requirements set forth in the definition of Retirement in the Plan on the date of the Termination of Service.

Change in Control. If there is a Change in Control Agreement by and between the Participant and the Company on the date of the Termination of Service, then the terms of such Change in Control Agreement shall apply instead of this Section 4(c). Otherwise, in the event of the Participant's Termination of Service by the Company other than for Cause within the 12-month period following a Change in Control, or a Termination of Service by the Participant for Good Reason within the 14-month period following a Change in Control, the Performance Goals will be deemed satisfied at target and this Restricted Stock Award will become fully vested for the target number of shares of Stock.

Termination for Cause. Notwithstanding any other provision in this Agreement, if the Participant's Service has been terminated for Cause, this Restricted Stock Award will expire and be forfeited.

Other Termination. Except as otherwise provided by this Section 4, and except as otherwise provided by a Change in Control Agreement by and between the Participant and the Company on the date of the Termination of Service, upon the Termination of Service of the Participant, any unvested shares of Stock under this Restricted Stock Award will expire and be forfeited.

Unless the Compensation Committee determines otherwise and so advises the Participant in a signed writing, the Participant agrees to comply with this Section 5 while employed by the Company and for the one-year period (an unlimited period for the covenant set forth in Section 5(d) below) immediately following the Participant's Termination of Service with the Company, regardless of the reason for such Termination of Service.

The Participant shall not, directly or indirectly, either for the Participant's own benefit or purpose or for the benefit or purpose of any person other than the Company or any of its Subsidiaries, solicit, call on, do business with, or actively interfere with the Company's or any Subsidiary's relationship with, or attempt to divert or entice away, any person or entity that the Participant should reasonably know (i) is a customer of the Company or any Subsidiary for which the Company or any Subsidiary provides any services as of the date of the Participant's Termination of Service; or (ii) was a customer of the Company or any Subsidiary for which the Company or any Subsidiary provided any services at any time during the 12-month period immediately preceding the date of the Participant's Termination of Service; or (iii) was, as of the date of the Participant's Termination of Service, considering retention of the Company or any Subsidiary to provide any services.

The Participant shall not, directly or indirectly, either for the Participant's own benefit or purpose or for the benefit or purpose of any person other than the Company or any of its Subsidiaries, employ, or offer to employ, call on, or actively interfere with the Company's or any Subsidiary's relationship with, or attempt to divert or entice away, any employee of the Company or any of its Subsidiaries, nor shall the Participant assist any other person in such activities.

During the Participant's employment with the Company or any Subsidiary, and thereafter regardless of the reason for the Termination of Service, the Participant will not disclose or use in any way any confidential business or technical information or trade secret acquired in the course of such employment, all of which is the exclusive and valuable property of the Company and its Subsidiaries, whether or not conceived of or prepared by the Participant, other than: (i) information generally known to the public; (ii) as required in the course of employment by the Company or Subsidiary; (iii) as required by any court, supervisory authority, administrative agency or applicable law; or (iv) with the prior written consent of the Compensation Committee or its designee.

Upon any breach of the covenants set forth in this Section 5, the Participant agrees and acknowledges that this Restricted Stock Award shall automatically and immediately terminate and become null and void. In addition, the Participant agrees and acknowledges that a breach of the covenants set forth in this Section 5 will cause the Company and its Subsidiaries irreparable harm, and that the Company and its Subsidiaries will therefore be entitled to issuance of immediate, as well as permanent, injunctive relief restraining the Participant, and each and every person and entity acting in concert or participating with the Participant, from initiation and/or continuation of such breach. The Participant further understands and agrees that for the purpose of fashioning an appropriate injunctive remedy, the time period of the covenants set forth in this Section 5 shall be extended by any time period the Participant is found to be in breach of said covenants. In the event any of this Section 5 is determined by a court of competent jurisdiction to be unenforceable because unreasonable either as to length of time or area to which said restriction applies, it is the intent of the Participant and the Company and its Subsidiaries that said court reduce and reform the provisions thereof so as to apply to the greatest limitations considered enforceable by the court.

Delivery of shares of Stock under this Restricted Stock Award will comply with all applicable laws (including, the requirements of the Securities Act), and the applicable requirements of any securities exchange or similar entity.

This Restricted Stock Award will be adjusted upon the occurrence of the events specified in Section 3.3 of the Plan.

This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.

Prior to vesting, this Restricted Stock Award may not be sold, encumbered, hypothecated or otherwise transferred except in accordance with the terms of the Plan and this Agreement.

This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of Delaware.

The granting of this Restricted Stock Award does not confer upon the Participant any right to be retained in the Service of the Company or any Subsidiary.

In the event of any conflict among the provisions of the Plan and this Agreement, the provisions of the Plan will be controlling and determinative.

The Participant's rights, payments and benefits with respect to this Restricted Stock Award shall be subject to reduction, cancellation, forfeiture or recoupment pursuant to Section 7.17 of the Plan.

Notwithstanding any other provision of the Plan or this Agreement to the contrary, in order to comply with Section 10D of the Securities Exchange Act of 1934, as amended, and any regulations promulgated, or national securities exchange listing conditions adopted, with respect thereto (collectively, the “Clawback Requirements”), if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirements under the securities laws, then the Participant shall return to the Company, or forfeit if not yet paid, the shares of Stock under this Restricted Stock Award received during the three-year period preceding the date on which the Company is required to prepare the accounting restatement, based on the erroneous data, in excess of the number of shares that would have vested based on the accounting restatement, as determined by the Committee, in accordance with the Clawback Requirements and any policy adopted by the Committee pursuant to the Clawback Requirements.

Any actions by the Company under this Agreement or the Plan must comply with the law, including regulations and other interpretive action, of the Federal Deposit Insurance Act, Federal Deposit Insurance Corporation, or other entities that supervise any of the activities of the Company. Specifically, any payments to the Participant by the Company, whether pursuant to this Agreement, the Plan or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of Stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.

The Committee will have the authority and discretion to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan. Any interpretation of the Plan by the Committee and any decision made by it under the Plan is final and binding on all persons.

This Restricted Stock Award is intended to be exempt from the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and the treasury regulations promulgated and other official guidance issued thereunder, and this Agreement will be administered and interpreted consistent with such intention