FORM OF EXECUTIVE RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC.Restricted Stock Unit Agreement • May 7th, 2013 • First Niagara Financial Group Inc • National commercial banks • Delaware
Contract Type FiledMay 7th, 2013 Company Industry JurisdictionThis 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
FIRST NIAGARA FINANCIAL GROUP, INC. AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • May 7th, 2013 • First Niagara Financial Group Inc • National commercial banks • New York
Contract Type FiledMay 7th, 2013 Company Industry JurisdictionNOW, THEREFORE, in consideration of the promises and of the covenants contained in this Agreement, the Corporation and the Executive agree as follows:
FORM OF GENERAL RESTRICTED STOCK AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC.Restricted Stock Agreement • May 7th, 2013 • First Niagara Financial Group Inc • National commercial banks • Delaware
Contract Type FiledMay 7th, 2013 Company Industry JurisdictionThis Restricted Stock Agreement (this “Restricted Stock 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 Award (the “Participant”), and the Participant hereby accepts this Restricted Stock 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 terms in the Plan.
FORM OF STOCK OPTION AGREEMENT granted by FIRST NIAGARA FINANCIAL GROUP, INC. under theStock Option Agreement • May 7th, 2013 • First Niagara Financial Group Inc • National commercial banks
Contract Type FiledMay 7th, 2013 Company IndustryThis Stock Option Agreement (this “Option” 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 Option (the “Participant”), and the Participant hereby accepts this Option, 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 terms in the Plan. The term “Stock” shall refer to the common stock, $0
RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC.Restricted Stock Unit Agreement • May 7th, 2013 • First Niagara Financial Group Inc • National commercial banks • Delaware
Contract Type FiledMay 7th, 2013 Company Industry JurisdictionThis Restricted Stock Unit Agreement (this “Restricted Stock Unit Award” or this “Agreement”) is hereby made by and between First Niagara Financial Group, Inc. (including its Subsidiaries where applicable, the “Company”) and Gary M. Crosby (the “Participant”) pursuant to that certain letter agreement by and between the Company and the Participant, dated April 5, 2013 (the “Letter Agreement”), and subject to the provisions of the 2012 Equity Incentive Plan (the “Plan”) of the Company, which provisions are hereby incorporated by reference and made a part hereof. A copy of the Plan has been provided to 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, succe