0000950123-09-042055 Sample Contracts

FIRST NIAGARA FINANCIAL GROUP, INC. REGISTRATION RIGHTS AGREEMENT Dated September 4, 2009
Registration Rights Agreement • September 9th, 2009 • First Niagara Financial Group Inc • Savings institutions, not federally chartered • Pennsylvania

This Registration Rights Agreement, dated as of September 4, 2009 (this “Agreement”), by and between First Niagara Financial Group, Inc., a Delaware corporation (the “Company”) and National City Bank, a national banking association organized under the laws of the United States (the “Purchaser”).

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FIRST NIAGARA FINANCIAL GROUP, INC., Company, AND THE BANK OF NEW YORK MELLON, Trustee SENIOR NOTES INDENTURE Dated as of September 4, 2009
Senior Notes Indenture • September 9th, 2009 • First Niagara Financial Group Inc • Savings institutions, not federally chartered • New York

SENIOR NOTES INDENTURE, dated as of September 4, 2009, between First Niagara Financial Group, Inc., a Delaware corporation having an address at 6950 South Transit Road, Lockport, NY 14095-0514 (hereinafter called the “Company,” which term shall include any successors and assigns pursuant to the terms of this Indenture) and The Bank of New York Mellon, a New York banking corporation having an address at 101 Barclay Street, Floor 8W, New York, NY 10286, Attn: FNFG Trustee (hereinafter called the “Trustee”).

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