FORM OF RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC.Restricted Stock Unit Agreement • April 25th, 2013 • First Niagara Financial Group Inc • National commercial banks • Delaware
This Restricted Stock Unit Agreement (this “Restricted Stock Unit Award” or this “Agreement”) is hereby made subject to the provisions of the 2012 Equity Incentive Plan (the “Plan”) of First Niagara Financial Group, Inc. (including its Subsidiaries where applicable, the “Company”), which provisions are hereby incorporated by reference and made a part hereof. A copy of the Plan has been provided to the holder of this Restricted Stock Unit Award (the “Participant”), and the Participant hereby accepts this Restricted Stock Unit Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee will be final, binding and conclusive upon the Participant and the Participant's beneficiaries, heirs, legal representatives, successors and permitted assigns. Unless the context clearly indicates otherwise, capitalized terms used herein but not defined will have the meaning given such
