First Niagara Financial Group Inc Sample Contracts

First Niagara Financial Group Inc – THIRD SUPPLEMENTAL INDENTURE (August 1st, 2016)

THIS THIRD SUPPLEMENTAL INDENTURE is made as of August 1, 2016, by and among First Niagara Financial Group, Inc., a Delaware corporation (“FNFG”), KeyCorp, an Ohio corporation (“Key”), and The Bank of New York Mellon, a New York banking corporation, as Trustee (the “Trustee”), to the Senior Notes Indenture dated as of September 4, 2009 (the “Base Indenture” and, as amended and supplemented to the date hereof, the “Indenture”), between FNFG and Trustee. Capitalized terms have the meanings given them in the Indenture unless defined herein.

First Niagara Financial Group Inc – SECOND SUPPLEMENTAL INDENTURE (August 1st, 2016)

THIS SECOND SUPPLEMENTAL INDENTURE is made as of August 1, 2016, by and among First Niagara Financial Group, Inc., a Delaware corporation (“FNFG”), KeyCorp, an Ohio corporation (“Key”), and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”), to the Subordinated Notes Indenture dated as of March 16, 2010 (the “Base Indenture” and, as amended and supplemented to the date hereof, the “Indenture”), between FNFG and Trustee. Capitalized terms have the meanings given them in the Indenture unless defined herein.

First Niagara Financial Group Inc – SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF KEYCORP (August 1st, 2016)

The principal office and headquarters of the Corporation shall be located in the City of Cleveland, County of Cuyahoga, State of Ohio.

First Niagara Financial Group Inc – SECOND AMENDMENT TO THE FIRST NIAGARA FINANCIAL GROUP SEPARATION PAY PLAN (As Amended and Restated Effective July 1, 2013) (April 29th, 2016)

WHEREAS, First Niagara Financial Group, Inc. (the “Company”) maintains the First Niagara Financial Group, Inc. Separation Pay Plan (As Amended and Restated Effective July 1, 2013)(the “Plan”); and

First Niagara Financial Group Inc – SUPPLEMENT TO JOINT PROXY STATEMENT/PROSPECTUS (March 9th, 2016)

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, KeyCorp’s and First Niagara’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements. Actual results may differ materially from current p

First Niagara Financial Group Inc – AMENDED AND RESTATED BYLAWS OF FIRST NIAGARA FINANCIAL GROUP, INC (December 11th, 2015)
First Niagara Financial Group Inc – AGREEMENT AND PLAN OF MERGER by and between KEYCORP and FIRST NIAGARA FINANCIAL GROUP, INC. Dated as of October 30, 2015 (November 2nd, 2015)

Page Acquisition Proposal 51 affiliate 61 Agreement 1 Anti-Money Laundering Laws 22 Bank Merger 42 BHC Act 9 business day 61 Certificates of Merger 2 Chosen Courts 62 Closing 1 Closing Date 1 Code 1 Company 1 Company Bank 12 Company Benefit Plans 18 Company Bylaws 10 Company Charter 10 Company Common Stock 2 Company Contract 23 Company Disclosure Schedule 9 Company Equity Award Exchange Ratio 5 Company Equity Awards 4 Company ERISA Affiliate 19 Company Indemnified Parties 48 Company Insiders 52 Company Meeting 45 Company Owned Properties 25 Company Preferred Stock 3 Company Qualified Plans 19 Company Real Property 25 Company Regulatory Agreement 23 Company Restricted Stock Award 4 Company Restricted Stock Unit Award 4 Company SEC Reports 14 Company Stock Option 4 Company Stock Plans 5 Company Subsidiary 10 Confidentiality Agreement 44 Control 10 CRA 22 Delaware Secretary 2 Derivative Contracts 24 DGCL 1

First Niagara Financial Group Inc – Gary M. Crosby President & Chief Executive Officer Gregory W. Norwood Chief Financial Officer Third Quarter 2015 Earnings Highlights October 23, 2015 (October 23rd, 2015)
First Niagara Financial Group Inc – First Niagara Reports Third Quarter 2015 Results (October 23rd, 2015)

Average C&I loans increased 10% annualized QOQ Indirect Auto and Home Equity drove 4% annualized increase in average consumer loans QOQ

First Niagara Financial Group Inc – Gary M. Crosby President & Chief Executive Officer Gregory W. Norwood Chief Financial Officer Second Quarter 2015 Earnings Highlights July 24, 2015 (July 24th, 2015)
First Niagara Financial Group Inc – First Niagara Reports Second Quarter 2015 Results (July 24th, 2015)

Second quarter GAAP earnings of $0.15 per diluted share Revenues, excluding the impact of tax credit amortization, of $353 million increased 2% QOQ

First Niagara Financial Group Inc – Overview (cont’d)  The 2015 DFAST Regulation requires the following over the projected nine-quarter time horizon:  No change in common stock dividends from current levels  No new issuance of common stock, except for that associated with employee stock compensation  No repurchase of common stock  No preferred stock actions other than continued payment of preferred stock dividends  No new issuance of Tier 2 capital instruments  Results presented are for a company run test (using internal methodologies). A supervisory run test, as performed by the Federal Reserve for banks with greater tha (June 16th, 2015)
First Niagara Financial Group Inc – RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN (May 4th, 2015)

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

First Niagara Financial Group Inc – RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN (May 4th, 2015)

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

First Niagara Financial Group Inc – RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN (May 4th, 2015)

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

First Niagara Financial Group Inc – RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN (May 4th, 2015)

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

First Niagara Financial Group Inc – First Niagara Reports First Quarter 2015 Results (April 24th, 2015)

Average commercial business and real estate loans increased 5% QOQ Average consumer loan growth increased 2% QOQ driven by Indirect Auto and Home Equity balances

First Niagara Financial Group Inc – FIRST NIAGARA BANK EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN (March 17th, 2015)

The First Niagara Bank Executive Change in Control Severance Plan, effective as of January 1, 2015 (the “Plan”), is hereby amended in accordance with the following:

First Niagara Financial Group Inc – FIRST NIAGARA BANK CHANGE IN CONTROL SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION (March 17th, 2015)
First Niagara Financial Group Inc – EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN (Adopted November 6, 2014, effective as of January 1, 2015) (March 17th, 2015)
First Niagara Financial Group Inc – FIRST NIAGARA BANK CHANGE IN CONTROL SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION (March 17th, 2015)

The First Niagara Bank Change in Control Severance Plan and Summary Plan Description, effective as of January 1, 2015 (the “Plan”), is hereby amended in accordance with the following:

First Niagara Financial Group Inc – FIRST NIAGARA BANK NONQUALIFIED DEFERRED COMPENSATION PLAN (March 17th, 2015)
First Niagara Financial Group Inc – First Niagara Reports Fourth Quarter and Full Year 2014 Results (January 23rd, 2015)

Average commercial business and real estate loans increased 6% QOQ Average consumer loans increased 10% led by Indirect Auto and Home Equity balances

First Niagara Financial Group Inc – First Niagara Financial Group, Inc. FNFG Q3 2014 Earnings Call Oct. 24, 2014 Company▲ Ticker▲ Event Type▲ Date▲ (October 29th, 2014)

Operator: Good morning, and welcome to the First Niagara Financial Group Third Quarter Earnings Call. Your lines have been placed in listen-only until the question-and-answer session of today’s call. [Operator Instructions] This conference is being recorded. If you have any objections, you may disconnect.

First Niagara Financial Group Inc – First Niagara Reports Third Quarter 2014 Results Conference Call Rescheduled to 8 a.m. Eastern Time (October 24th, 2014)

GAAP net loss available to common shareholders per share of $1.90. Operating earnings of $63.3 million or $0.18 per diluted share before the impact of two items:

First Niagara Financial Group Inc – First Niagara Reports Second Quarter 2014 Results (July 25th, 2014)

Noninterest income improved 5% QOQ driven by seasonal increases in various categories Net interest income stable as balance sheet growth was offset by margin compression

First Niagara Financial Group Inc – SEPARATION, WAIVER AND RELEASE AGREEMENT (May 6th, 2014)

This Separation, Waiver and Release Agreement (this “Agreement”) is entered into by and between Daniel E. Cantara, III (the “Employee”) and First Niagara Financial Group, Inc. (“FNFG”).

First Niagara Financial Group Inc – First Niagara Reports First Quarter 2014 Results (April 24th, 2014)

Net interest income increased 2% YOY driven by balance sheet growth Fees, excluding HTC amortization, decreased 6% YOY driven by lower mortgage banking and capital markets revenues

First Niagara Financial Group Inc – Amended and Restated FIRST NIAGARA BANK AND First Niagara Financial Group, Inc. Directors Deferred Fees Plan (February 25th, 2014)
First Niagara Financial Group Inc – First Niagara Reports Fourth Quarter and Full Year 2013 Results (January 24th, 2014)

Continued momentum in indirect auto loans, which increased by $246 million QOQ Noninterest-bearing checking balances increased 8% annualized QOQ

First Niagara Financial Group Inc – FIRST NIAGARA FINANCIAL GROUP, INC. AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT WITH GARY M. CROSBY (December 19th, 2013)

This AGREEMENT, dated as of December 19, 2013 (the “Effective Date”), is between FIRST NIAGARA FINANCIAL GROUP, INC., a Delaware corporation with its executive offices at 726 Exchange Street, Buffalo, New York, 14210 (the “Corporation”), and Gary M. Crosby (the “Executive”).

First Niagara Financial Group Inc – Gary M. Crosby (December 19th, 2013)

I am pleased to confirm the terms of your employment in connection with your assuming the permanent position of President and Chief Executive Officer of First Niagara Financial Group, Inc. and First Niagara Bank, N.A. (collectively, “First Niagara”), effective as of December 19, 2013 (the “Effective Date”).

First Niagara Financial Group Inc – EXECUTIVE SEVERANCE PLAN (December 19th, 2013)

First Niagara Financial Group, Inc. (“First Niagara”) hereby establishes a self-insured severance plan for certain of its key executive management personnel. The term “Company” means First Niagara and any Organization Under Common Control that is covered under the Plan in accordance with Section 5.6. The original effective date of the Plan was October 23, 2006. The amended and restated Plan is effective as of December 19, 2013 (the “Effective Date”). The Plan Year is the calendar year.

First Niagara Financial Group Inc – First Niagara Reports Third Quarter 2013 Results (October 18th, 2013)

Earnings increased 13% QOQ to $71.6 million, or $0.20 per diluted share Pre-tax Pre-Provision Income Increased 6% QOQ -- Net interest margin increased 4 basis points from the second quarter to 3.40% -- Fee income declined 4% driven by lower mortgage banking revenues Organic loan growth continues, with average loans up 10% QOQ -- Average commercial business and real estate loans increased 7% QOQ -- Continued momentum in indirect auto loans, which increased by $280 million Noninterest-bearing checking balances increase 6% QOQ -- Transactional deposits averaged 35% of deposits, up from 31% a year-ago -- Continued investment in mobile and digital banking to match evolving consumer banking preferences Strong credit quality maintained -- NCOs remained flat compared to the prior quarter at 0.33% of average originated loans -- Nonperforming originated loans decline 6% QOQ

First Niagara Financial Group Inc – John R. Koelmel East Amherst, NY Dear John: (August 9th, 2013)

The Board of Directors of First Niagara Financial Group, Inc. expresses its appreciation for your extraordinary contributions as President and Chief Executive Officer of the Corporation over the past six years. This letter memorializes our mutual agreement relating to the terms of your resignation as President and CEO and as a member of the Board of Directors of the Corporation, and sets forth the benefits you will receive under the Corporation's compensation and benefit plans. Your last day of employment with the Corporation was March 19, 2013 (the “Date of Termination”).