0001144204-08-011507 Sample Contracts

FIRST NIAGARA FINANCIAL GROUP, INC. CHANGE IN CONTROL AGREEMENT WITH
Change in Control Agreement • February 25th, 2008 • First Niagara Financial Group Inc • Savings institutions, not federally chartered • New York

This AGREEMENT, dated as of February 19, 2008 (the “Effective Date”), is between FIRST NIAGARA FINANCIAL GROUP, INC., a Delaware corporation with its executive offices at 6950 South Transit Road, P.O. Box 514, Lockport, NY 14095-0514 (the “Corporation”), and G. Gary Berner, an individual residing at 115 Maple Avenue, Hamburg, New York 14075 (the “Executive”).

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