FNFG / First Niagara Financial Group, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

First Niagara Financial Group, Inc.
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CIK 1051741
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to First Niagara Financial Group, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 8, 2016 15-12B

First Niagara Financial Group FORM 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-35390 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as s

August 1, 2016 EX-4.2

SECOND SUPPLEMENTAL INDENTURE

EX-4.2 Exhibit 4.2 SECOND SUPPLEMENTAL INDENTURE 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 “

August 1, 2016 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 d204569d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2016 First Niagara Financial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdi

August 1, 2016 EX-4.1

THIRD SUPPLEMENTAL INDENTURE

EX-4.1 3 d204569dex41.htm EX-4.1 Exhibit 4.1 THIRD SUPPLEMENTAL INDENTURE 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 Septem

August 1, 2016 EX-3.1

SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION ARTICLE I

EX-3.1 2 d204569dex31.htm EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF KEYCORP ARTICLE I Name The name of the corporation (hereinafter called the “Corporation”) is “KeyCorp”. ARTICLE II Principal Office The principal office and headquarters of the Corporation shall be located in the City of Cleveland, County of Cuyahoga, State of Ohio. ARTICLE III Purposes The purpos

July 29, 2016 S-8 POS

First Niagara Financial Group S-8 POS

Document As filed with the Securities and Exchange Commission on July 29, 2016 Registration No.

July 29, 2016 EX-99.1

First Niagara Reports Second Quarter 2016 Results

EdgarFiling

July 29, 2016 S-8 POS

First Niagara Financial Group S-8 POS

Document As filed with the Securities and Exchange Commission on July 29, 2016 Registration No.

July 29, 2016 S-8 POS

First Niagara Financial Group S-8 POS

Document As filed with the Securities and Exchange Commission on July 29, 2016 Registration No.

July 29, 2016 EX-99.1

KEYCORP CLOSES ACQUISITION OF FIRST NIAGARA FINANCIAL GROUP Systems and client conversion expected during the fourth quarter of 2016

EX-99.1 2 ex99172916.htm EXHIBIT 99.1 Exhibit 99.1 KEYCORP CLOSES ACQUISITION OF FIRST NIAGARA FINANCIAL GROUP Systems and client conversion expected during the fourth quarter of 2016 CLEVELAND, OH - July 29, 2016 - KeyCorp (NYSE: KEY) announced today that it has closed its acquisition of First Niagara Financial Group, Inc. (NASDAQ: FNFG) (“First Niagara”). Systems and client conversion is expecte

July 29, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): July 29, 2016 First Niagara Financial Group, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35390 42-1556195 (State or Other Jurisdiction of Incorporation) (Comm

July 29, 2016 S-8 POS

First Niagara Financial Group S-8 POS

As filed with the Securities and Exchange Commission on July 29, 2016 Registration No.

July 29, 2016 S-8 POS

First Niagara Financial Group S-8 POS

Document As filed with the Securities and Exchange Commission on July 29, 2016 Registration No.

July 29, 2016 POSASR

First Niagara Financial Group POSASR

Document As filed with the Securities and Exchange Commission on July 29, 2016 Registration No.

July 29, 2016 EX-99.25

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 9, 2016, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2-

July 29, 2016 8-K

Financial Statements and Exhibits, Other Events

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 29, 2016 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorpo

July 29, 2016 S-8 POS

First Niagara Financial Group S-8 POS

S-8 POS 1 s-8pos333x139004.htm S-8 POS As filed with the Securities and Exchange Commission on July 29, 2016 Registration No. 333-195942 Registration No. 333-192773 Registration No. 333-181037 Registration No. 333-175464 Registration No. 333-173726 Registration No. 333-166367 Registration No. 333-139004 Registration No. 333-105526 Registration No. 333-105525 Registration No. 333-57736 UNITED STATE

July 29, 2016 S-8 POS

First Niagara Financial Group S-8 POS

Document As filed with the Securities and Exchange Commission on July 29, 2016 Registration No.

July 29, 2016 POSASR

First Niagara Financial Group POSASR

As filed with the Securities and Exchange Commission on July 29, 2016 Registration No.

July 29, 2016 S-8 POS

First Niagara Financial Group S-8 POS

Document As filed with the Securities and Exchange Commission on July 29, 2016 Registration No.

July 29, 2016 S-8 POS

First Niagara Financial Group S-8 POS

Document As filed with the Securities and Exchange Commission on July 29, 2016 Registration No.

July 29, 2016 POSASR

First Niagara Financial Group POSASR

As filed with the Securities and Exchange Commission on July 29, 2016 Registration No.

July 12, 2016 EX-99.HTM

KEYCORP RECEIVES REGULATORY APPROVAL FOR FIRST NIAGARA FINANCIAL GROUP MERGER

EX-99.HTM 2 ex99.htm EXHIBIT 99.HTM Exhibit 99.1 FOR IMMEDIATE RELEASE KEYCORP RECEIVES REGULATORY APPROVAL FOR FIRST NIAGARA FINANCIAL GROUP MERGER CLEVELAND, OH and BUFFALO, NY - July 12, 2016 - KeyCorp (NYSE: KEY) and First Niagara Financial Group, Inc. (NASDAQ: FNFG) (“First Niagara”) announced today that KeyCorp has received regulatory approval from the Federal Reserve to complete the merger

July 12, 2016 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 12, 2016 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorporation or

June 24, 2016 8-K

Temporary Suspension of Trading Under Registrant's Employee Benefit Plans, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 20, 2016 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorpo

June 24, 2016 EX-99.1

First Niagara Financial Group, Inc.

Exhibit Exhibit 99.1 First Niagara Financial Group, Inc. To: Directors and Executive Officers of First Niagara Financial Group, Inc. Date: June 24, 2016 Re: Notice Regarding Blackout Period and Regulation BTR Trading Restrictions Please be advised that on June 20, 2016, First Niagara Financial Group, Inc. (?Company?) notified participants in the 401(k) Savings Plan of First Niagara (?Plan?) of a ?

June 22, 2016 EX-99

401(K) SAVINGS PLAN OF FIRST NIAGARA Financial Statements as of December 31, 2015 and 2014 Supplemental Schedule Together with Independent Auditor's Report REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-99 3 ex992015.htm EXHIBIT 99 401(K) SAVINGS PLAN OF FIRST NIAGARA Financial Statements as of December 31, 2015 and 2014 and Supplemental Schedule Together with Independent Auditor's Report REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Employee Benefits Administration Committee of the 401(k) Savings Plan of First Niagara We have audited the accompanying statements of net assets

June 22, 2016 11-K

First Niagara Financial Group 11-K

11-K 1 a11-kfnfg401k2015.htm 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-35390 A. FULL TITLE OF THE PLAN AND THE

April 29, 2016 EX-10.1

SECOND AMENDMENT TO THE FIRST NIAGARA FINANCIAL GROUP SEPARATION PAY PLAN (As Amended and Restated Effective July 1, 2013)

Exhibit 10.1 SECOND AMENDMENT TO THE FIRST NIAGARA FINANCIAL GROUP SEPARATION PAY PLAN (As Amended and Restated Effective July 1, 2013) 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 WHEREAS, the Company has reserved the right to amend the Plan; and

April 29, 2016 10-K/A

First Niagara Financial Group 10-K/A (Annual Report)

10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 to Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001

April 29, 2016 10-Q

First Niagara Financial Group 10-Q (Quarterly Report)

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 29, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): April 29, 2016 First Niagara Financial Group, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35390 42-1556195 (State or Other Jurisdiction of Incorporation) (Com

April 29, 2016 EX-12

Ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends

EX-12 3 ex-1233116.htm EXHIBIT 12 Exhibit 12 Ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends Our ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends are calculated in accordance with SEC requirements and computed by dividing earnings by fixed charges and earnings by preferred stock dividen

April 29, 2016 EX-99.1

First Niagara Reports First Quarter 2016 Results

EdgarFiling

April 28, 2016 8-K

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 28 , 2016 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorporat

April 28, 2016 EX-99.1

KeyCorp, Department of Justice, and Federal Reserve Board Agree on First Niagara Branch Divestitures Key to Sell 18 First Niagara Locations and $1.7 Billion in Deposits to Northwest Bank

EX-99.1 2 ex99142016.htm EXHIBIT 99.1 Exhibit 99.1 KeyCorp, Department of Justice, and Federal Reserve Board Agree on First Niagara Branch Divestitures Key to Sell 18 First Niagara Locations and $1.7 Billion in Deposits to Northwest Bank CLEVELAND, Ohio -April 28, 2016 - KeyCorp (NYSE: KEY) and First Niagara Financial Group, Inc. (NASDAQ: FNFG) announced today that they have reached an agreement w

March 23, 2016 EX-99.1

First Niagara and KeyCorp Announce Shareholder Approval of Merger

Exhibit Exhibit 99.1 FOR IMMEDIATE RELEASE First Niagara and KeyCorp Announce Shareholder Approval of Merger BUFFALO, NY & CLEVELAND, OH - March 23, 2016 -First Niagara Financial Group (NASDAQ: FNFG) and KeyCorp (NYSE: KEY) announced today that each company?s shareholders voted in favor of the merger between the two companies. Shareholders approved the merger during special meetings held today in

March 23, 2016 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): March 23, 2016 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorporati

March 9, 2016 425

KeyCorp 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2016 (Exact name of registrant as specified in charter) Ohio 001-11302 34-6542451 (State or other jurisdiction of incorporation) Commission File Number (I.R.S. Employer Ident

March 9, 2016 EX-99.1

SUPPLEMENT TO JOINT PROXY STATEMENT/PROSPECTUS

Exhibit Exhibit 99.1 SUPPLEMENT TO JOINT PROXY STATEMENT/PROSPECTUS First Niagara Financial Group, Inc. (?First Niagara?) and KeyCorp have made the following supplemental disclosures to the Joint Proxy Statement/Prospectus of First Niagara and KeyCorp, dated February 4, 2016 (the ?Joint Proxy Statement/Prospectus?), in connection with the proposed settlement of a putative consolidated class action

March 9, 2016 8-K

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): March 8, 2016 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorporatio

March 9, 2016 EX-99.1

SUPPLEMENT TO JOINT PROXY STATEMENT/PROSPECTUS

EX-99.1 2 ex-991.htm EXHIBIT 99.1 Exhibit 99.1 SUPPLEMENT TO JOINT PROXY STATEMENT/PROSPECTUS First Niagara Financial Group, Inc. (“First Niagara”) and KeyCorp have made the following supplemental disclosures to the Joint Proxy Statement/Prospectus of First Niagara and KeyCorp, dated February 4, 2016 (the “Joint Proxy Statement/Prospectus”), in connection with the proposed settlement of a putative

March 9, 2016 425

First Niagara Financial Group 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): March 8, 2016 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorporatio

March 9, 2016 EX-99.1

SUPPLEMENT TO JOINT PROXY STATEMENT/PROSPECTUS

EX-99.1 2 d156863dex991.htm EX-99.1 Exhibit 99.1 SUPPLEMENT TO JOINT PROXY STATEMENT/PROSPECTUS First Niagara Financial Group, Inc. (“First Niagara”) and KeyCorp have made the following supplemental disclosures to the Joint Proxy Statement/Prospectus of First Niagara and KeyCorp, dated February 4, 2016 (the “Joint Proxy Statement/Prospectus”), in connection with the proposed settlement of a putati

March 3, 2016 425

KeyCorp FORM 425 (Prospectus)

Filed by KeyCorp (Filer’s SEC File No.: 001-11302) pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: First Niagara Financial Group, Inc. (Subject Company’s SEC File No.: 001-35390) Date: March 3, 2016 Explanatory Note: The following was mailed by KeyCorp to certain of its shareholders on March 3

February 23, 2016 425

KeyCorp 425 (Prospectus)

Filed by KeyCorp (Filer’s SEC File No.: 001-11302) pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: First Niagara Financial Group, Inc. (Subject Company’s SEC File No.: 001-35390) Date: February 23, 2016 Explanatory Note: The following was mailed by KeyCorp to certain of its shareholders. Febru

February 22, 2016 425

KeyCorp 425 (Prospectus)

Filed by KeyCorp (Filer’s SEC File No.: 001-11302) pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: First Niagara Financial Group, Inc. (Subject Company’s SEC File No.: 001-35390) Date: February 22, 2016 Explanatory Note: The following communication was e-mailed by KeyCorp’s CEO to KeyCorp’s em

February 17, 2016 425

KeyCorp 425 (Prospectus)

425 Filed by KeyCorp (Filer?s SEC File No.: 001-11302) pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: First Niagara Financial Group, Inc. (Subject Company?s SEC File No.: 001-35390) Date: February 17, 2016 Explanatory Note: The following communication was posted by KeyCorp on its internal web

February 10, 2016 EX-21

Subsidiaries of First Niagara Financial Group, Inc.

Exhibit 21 Subsidiaries of First Niagara Financial Group, Inc. Name of subsidiary State or other jurisdiction of incorporation or organization Percentage of voting securities owned by First Niagara Financial Group, Inc. First Niagara Bank, N.A. United States 100% First Niagara Realty, Inc. New York 100% First Niagara Servicing Company Connecticut 100% First Niagara Business Trust Maryland 100% Fir

February 10, 2016 SC 13G/A

FNFG / First Niagara Financial Group, Inc. / VANGUARD GROUP INC Passive Investment

firstniagarafingroupinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: First Niagara Financial Group Inc Title of Class of Securities: Common Stock CUSIP Number: 33582V108 Date of Event Which Requires Filing of this Statement: December 31, 2015 Chec

February 10, 2016 EX-24

Power of Attorney

Exhibit 24 Power of Attorney Know all persons by these presents, that each person whose signature appears below constitutes and appoints Gary M.

February 10, 2016 10-K

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission File No. 001-35390 FIRST NIAGARA FINANCIAL GROUP,

February 10, 2016 EX-12

Ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends

Exhibit 12 Ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends Our ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends are calculated in accordance with SEC requirements and computed by dividing earnings by fixed charges and earnings by preferred stock dividend requirements.

February 9, 2016 SC 13G/A

FNFG / First Niagara Financial Group, Inc. / PRICE T ROWE ASSOCIATES INC /MD/ - FNFG AS OF 12/31/2015 Passive Investment

SC 13G/A 1 fnfg13gadec15.htm FNFG AS OF 12/31/2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) FIRST NIAGARA FINANCIAL GROUP INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 33582V108 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of Statement) Check the appro

February 5, 2016 425

KeyCorp 425 (Prospectus)

Filed by KeyCorp (Filer’s SEC File No.: 001-11302) pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: First Niagara Financial Group, Inc. (Subject Company’s SEC File No.: 001-35390) Date: February 5, 2016 Explanatory Note: The following communication was e-mailed by KeyCorp’s CEO to its employee

February 5, 2016 EX-99.1

First Niagara Reports Fourth Quarter and Full Year 2015 Results

EdgarFiling

February 5, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): February 5, 2016 First Niagara Financial Group, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35390 42-1556195 (State or Other Jurisdiction of Incorporation) (C

February 4, 2016 DEFM14A

First Niagara Financial Group DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 2, 2016 SC 13G

FNFG / First Niagara Financial Group, Inc. / BARROW HANLEY MEWHINNEY & STRAUSS LLC - SCHEDULE 13G Passive Investment

SC 13G 1 sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* First Niagara Financial Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 33582V108 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check appropriate box to de

January 21, 2016 425

KeyCorp 425 (Prospectus)

425 Filed by KeyCorp pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: First Niagara Financial Group, Inc.

January 21, 2016 EX-99.1

KEYCORP REPORTS FOURTH QUARTER 2015 NET INCOME OF $224 MILLION, OR $.27 PER COMMON SHARE AND FULL-YEAR NET INCOME OF $892 MILLION, OR $1.05 PER COMMON SHARE Positive operating leverage for 2015, with pre-provision net revenue up 5% Revenue growth for

Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE KEYCORP REPORTS FOURTH QUARTER 2015 NET INCOME OF $224 MILLION, OR $.27 PER COMMON SHARE AND FULL-YEAR NET INCOME OF $892 MILLION, OR $1.05 PER COMMON SHARE Positive operating leverage for 2015, with pre-provision net revenue up 5% Revenue growth for the quarter and full year Full-year average loans up 5% from 2014, driven by a 12% increase in commercial, fi

January 21, 2016 EX-99.2

Fourth Quarter 2015 Earnings Review

KeyCorp Fourth Quarter 2015 Earnings Review January 21, 2016 Beth E. Mooney Chairman and Chief Executive Officer Don Kimble Chief Financial Officer Exhibit 99.2 FORWARD-LOOKING STATEMENTS AND ADDITIONAL INFORMATION DISCLOSURE 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

January 21, 2016 EX-99.3

Consolidated Balance Sheets (dollars in millions) 12-31-15 9-30-15 12-31-14 Assets Loans $ 59,876 $ 60,085 $ 57,381 Loans held for sale 639 916 734 Securities available for sale 14,218 14,376 13,360 Held-to-maturity securities 4,897 4,936 5,015 Tradi

Exhibit 99.3 Consolidated Balance Sheets (dollars in millions) 12-31-15 9-30-15 12-31-14 Assets Loans $ 59,876 $ 60,085 $ 57,381 Loans held for sale 639 916 734 Securities available for sale 14,218 14,376 13,360 Held-to-maturity securities 4,897 4,936 5,015 Trading account assets 788 811 750 Short-term investments 2,707 1,964 4,269 Other investments 655 691 760 Total earning assets 83,780 83,779 8

January 21, 2016 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2016 (Exact name of r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2016 (Exact name of registrant as specified in charter) Ohio 001-11302 34-6542451 (State or other jurisdiction of incorporation) Commission File Number (I.R.S. Employer Id

December 30, 2015 425

First Niagara Financial Group 425 (Prospectus)

425 Filed by First Niagara Financial Group, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: First Niagara Financial Group, Inc. SEC Registration Statement No.: 001-35390

December 23, 2015 425

First Niagara Financial Group 425 (Prospectus)

425 Filed by First Niagara Financial Group, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: First Niagara Financial Group, Inc. SEC Registration Statement No.: 001-35390

December 17, 2015 425

KeyCorp 425 (Prospectus)

425 Explanatory Note: The following communication was issued by KeyCorp to its employees.

December 17, 2015 425

KeyCorp 425 (Prospectus)

425 Explanatory Note: The following communication was released by KeyCorp to the public.

December 17, 2015 425

First Niagara Financial Group 425 (Prospectus)

425 1 a425121715employeecommunic.htm 425 Filed by First Niagara Financial Group, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: First Niagara Financial Group, Inc. SEC Registration Statement No.: 001-35390

December 17, 2015 425

KeyCorp 425 (Prospectus)

425 Explanatory Note: The following communication was issued by KeyCorp to its employees on KeyCorp?s internal website.

December 16, 2015 425

First Niagara Financial Group 425 (Prospectus)

Filed by First Niagara Financial Group, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: First Niagara Financial Group, Inc. SEC Registration Statement No.: 001-35390

December 11, 2015 8-K

First Niagara Financial Group 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): December 8 , 2015 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorpor

December 11, 2015 EX-3.1

AMENDED AND RESTATED BYLAWS FIRST NIAGARA FINANCIAL GROUP, INC ARTICLE I – STOCKHOLDERS

Exhibit AMENDED AND RESTATED BYLAWS OF FIRST NIAGARA FINANCIAL GROUP, INC ARTICLE I – STOCKHOLDERS Section 1.

November 3, 2015 425

KeyCorp FORM 425 (Prospectus)

Form 425 Filed by KeyCorp pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: First Niagara Financial Group, Inc.

November 2, 2015 425

First Niagara Financial Group 425 (Prospectus)

425 1 a42511215.htm 425 Filed by First Niagara Financial Group, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: First Niagara Financial Group, Inc. SEC Registration Statement No.: 001-35390 Explanatory Note: The following is a joint communication issued by each of First Niagara Financial

November 2, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 30, 2015 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorpora

November 2, 2015 EX-2.1

AGREEMENT AND PLAN OF MERGER by and between FIRST NIAGARA FINANCIAL GROUP, INC. Dated as of October 30, 2015 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1.1 The Merger 1 1.2 Closing 1 1.3 Effective Time 2 1.4 Effects of the Merger 2 1.5 Conversion of

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and between KEYCORP and FIRST NIAGARA FINANCIAL GROUP, INC. Dated as of October 30, 2015 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1.1 The Merger 1 1.2 Closing 1 1.3 Effective Time 2 1.4 Effects of the Merger 2 1.5 Conversion of Company Common Stock 2 1.6 Company Preferred Stock 3 1.7 Parent Common Stock 3 1.8 Appraisal Rights

November 2, 2015 425

KeyCorp 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2015 (Exact name of registrant as specified in charter) Ohio 001-11302 34-6542451 (State or other jurisdiction of incorporation) Commission File Number (I.R.S. Employe

November 2, 2015 425

KeyCorp 425 (Prospectus)

425 Better Together. Filed by KeyCorp pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: First Niagara Financial Group, Inc. Filer?s SEC File No.: 001-11302 Date: November 2, 2015 Explanatory Note: The following slides were presented by KeyCorp to its employees at an employee town hall meeting. F

November 2, 2015 425

First Niagara Financial Group 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 30, 2015 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorporation

November 2, 2015 425

KeyCorp 425 (Prospectus)

425 Explanatory Note: The following is a joint communication issued by each of KeyCorp and First Niagara Financial Group, Inc.

November 2, 2015 EX-2.1

AGREEMENT AND PLAN OF MERGER by and between FIRST NIAGARA FINANCIAL GROUP, INC. Dated as of October 30, 2015 TABLE OF CONTENTS ARTICLE I THE MERGER

Exhibit AGREEMENT AND PLAN OF MERGER by and between KEYCORP and FIRST NIAGARA FINANCIAL GROUP, INC.

November 2, 2015 EX-2.1

AGREEMENT AND PLAN OF MERGER by and between FIRST NIAGARA FINANCIAL GROUP, INC. Dated as of October 30, 2015 TABLE OF CONTENTS ARTICLE I THE MERGER

Exhibit AGREEMENT AND PLAN OF MERGER by and between KEYCORP and FIRST NIAGARA FINANCIAL GROUP, INC.

October 30, 2015 425

KeyCorp 425 (Prospectus)

425 Filed by KeyCorp pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: First Niagara Financial Group, Inc.

October 30, 2015 425

KeyCorp 425 (Prospectus)

Filed by KeyCorp pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: First Niagara Financial Group, Inc.

October 30, 2015 EX-99.1

KeyCorp to Acquire First Niagara Financial Group Powerful Combination Creates High-Performing Regional Bank With Compelling Shareholder Returns Significant Synergies Provide for Stronger Financial Performance and Improved Efficiency Becomes 13th Larg

EX-99.1 Exhibit 99.1 KeyCorp to Acquire First Niagara Financial Group Powerful Combination Creates High-Performing Regional Bank With Compelling Shareholder Returns Significant Synergies Provide for Stronger Financial Performance and Improved Efficiency Becomes 13th Largest U.S. Commercial Bank with Enhanced Presence in Northeast and Mid-Atlantic Expects Acquisition to be Accretive to EPS in 2017

October 30, 2015 425

KeyCorp 425 (Prospectus)

425 Explanatory Note: The following is a transcript of a call by KeyCorp to its investors.

October 30, 2015 425

KeyCorp 425 (Prospectus)

425 1 d206791d425.htm 425 Filed by KeyCorp pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: First Niagara Financial Group, Inc. Filer’s SEC File No.: 001-11302 Date: October 30, 2015 BETTER TOGETHER KEYBANK AND FIRST NIAGARA INTEGRATED COMMUNITY ENGAGEMENT PLAN CORE MESSAGES: • We share a cultu

October 30, 2015 425

First Niagara Financial Group 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 30, 2015 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorpora

October 30, 2015 425

KeyCorp FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2015 (Exact name of registrant as specified in charter) Ohio 001-11302 34-6542451 (State or other jurisdiction of incorporation) Commission File Number (I.R.S. Em

October 30, 2015 EX-99.1

KeyCorp to Acquire First Niagara Financial Group Powerful Combination Creates High-Performing Regional Bank With Compelling Shareholder Returns Significant Synergies Provide for Stronger Financial Performance and Improved Efficiency Becomes 13 th Lar

Exhibit KeyCorp to Acquire First Niagara Financial Group Powerful Combination Creates High-Performing Regional Bank With Compelling Shareholder Returns Significant Synergies Provide for Stronger Financial Performance and Improved Efficiency Becomes 13 th Largest U.

October 30, 2015 425

KeyCorp 425 (Prospectus)

425 Explanatory Note: The following is a joint communication issued by each of KeyCorp and First Niagara Financial Group, Inc.

October 30, 2015 425

KeyCorp 425 (Prospectus)

425 Explanatory Note: The following talking points were distributed by KeyCorp to its employees.

October 30, 2015 EX-99.1

KeyCorp to Acquire First Niagara Financial Group Powerful Combination Creates High-Performing Regional Bank With Compelling Shareholder Returns Significant Synergies Provide for Stronger Financial Performance and Improved Efficiency Becomes 13th Larg

Exhibit KeyCorp to Acquire First Niagara Financial Group Powerful Combination Creates High-Performing Regional Bank With Compelling Shareholder Returns Significant Synergies Provide for Stronger Financial Performance and Improved Efficiency Becomes 13 th Largest U.

October 30, 2015 EX-99.2

Acquisition of First Niagara Financial Group

EX-99.2 KeyCorp Acquisition of First Niagara Financial Group October 30, 2015 Better Together Exhibit 99.2 FORWARD-LOOKING STATEMENTS AND ADDITIONAL INFORMATION DISCLOSURE 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

October 30, 2015 8-K

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 30, 2015 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorpora

October 30, 2015 425

KeyCorp 425 (Prospectus)

425 Explanatory Note: The following is a communication issued by KeyCorp to certain of its employees.

October 30, 2015 425

First Niagara Financial Group 425 (Prospectus)

Filed by First Niagara Financial Group, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: First Niagara Financial Group, Inc. SEC Registration Statement No.: 001-35390 Dear Team, Moments ago, we issued a news release announcing that First Niagara and KeyBank have entered into an agreement u

October 26, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35390

October 26, 2015 EX-12

Ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends

EX-12 2 ex-1293015.htm EXHIBIT 12 Exhibit 12 Ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends Our ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends are calculated in accordance with SEC requirements and computed by dividing earnings by fixed charges and earnings by preferred stock dividen

October 23, 2015 EX-99.1

Gary M. Crosby President & Chief Executive Officer Gregory W. Norwood Chief Financial Officer Third Quarter 2015 Earnings Highlights October 23, 2015 2 Any statements contained in this presentation regarding the outlook for FNFG’s business and market

erdeck102315 Gary M. Crosby President & Chief Executive Officer Gregory W. Norwood Chief Financial Officer Third Quarter 2015 Earnings Highlights October 23, 2015 2 Any statements contained in this presentation regarding the outlook for FNFG?s business and markets, such as projections of future earnings performance, statements of FNFG?s plans and objectives, forecasts or market trends and other ma

October 23, 2015 8-K

First Niagara Financial Group FORM 8-K FILING DOCUMENT (Current Report/Significant Event)

Form 8-K Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2015 First Niagara Financial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction

October 23, 2015 8-K

First Niagara Financial Group 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 23, 2015 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorpora

October 23, 2015 EX-99

First Niagara Reports Third Quarter 2015 Results

First Niagara Reports Third Quarter 2015 Results EXHIBIT 99.1 First Niagara Reports Third Quarter 2015 Results Third quarter GAAP earnings of $0.15 per diluted share Average loans increased 5% annualized QOQ Average C&I loans increased 10% annualized QOQ Indirect Auto and Home Equity drove 4% annualized increase in average consumer loans QOQ Average transactional deposit balances increased 10% ann

July 31, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35390 FIRS

July 31, 2015 EX-12

Ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends

EX-12 2 ex-1263015.htm EXHIBIT 12 Exhibit 12 Ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends Our ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends are calculated in accordance with SEC requirements and computed by dividing earnings by fixed charges and earnings by preferred stock dividen

July 24, 2015 8-K

First Niagara Financial Group 8-K (Current Report/Significant Event)

8-K 7.24.15 Earnings release deck UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 24, 2015 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or othe

July 24, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2015 First Niagara Financial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of

July 24, 2015 EX-99

First Niagara Reports Second Quarter 2015 Results

First Niagara Reports Second Quarter 2015 Results EXHIBIT 99.1 First Niagara Reports Second Quarter 2015 Results Second Quarter 2015 Highlights: Second quarter GAAP earnings of $0.15 per diluted share Revenues, excluding the impact of tax credit amortization, of $353 million increased 2% QOQ Noninterest income increased 9% driven by customer activity and favorable seasonal trends Net interest inco

July 24, 2015 EX-99.1

Gary M. Crosby President & Chief Executive Officer Gregory W. Norwood Chief Financial Officer Second Quarter 2015 Earnings Highlights July 24, 2015 2 Any statements contained in this presentation regarding the outlook for FNFG’s business and markets,

erdeck63015 Gary M. Crosby President & Chief Executive Officer Gregory W. Norwood Chief Financial Officer Second Quarter 2015 Earnings Highlights July 24, 2015 2 Any statements contained in this presentation regarding the outlook for FNFG?s business and markets, such as projections of future earnings performance, statements of FNFG?s plans and objectives, forecasts or market trends and other matte

July 22, 2015 CORRESP

First Niagara Financial Group ESP

SEC comment letter 7.22.15 First Niagara Financial Group, Inc. VIA EDGAR July 22, 2015 Mr. Michael Volley Staff Accountant Division of Corporate Finance U.S. Securities and Exchange Commission 100 F. Street N.E. Mail Stop 4561 Washington, D.C. 20549 Re: First Niagara Financial Group, Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Filed March 17, 2015 File No. 001-35390 Dear Mr. Volley:

June 26, 2015 EX-99

401(K) SAVINGS PLAN OF FIRST NIAGARA Financial Statements as of December 31, 2014 and 2013 Supplemental Schedule Together with Independent Auditor's Report REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX 99 2014 401(K) SAVINGS PLAN OF FIRST NIAGARA Financial Statements as of December 31, 2014 and 2013 and Supplemental Schedule Together with Independent Auditor's Report REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Employee Benefits Administration Committee of 401(k) Savings Plan of First Niagara We have audited the accompanying statement of net assets available for benefits of the 401(k) Savings Plan of First Niagara (the Plan) as of December 31, 2014, and the related statement of changes in net assets available for benefits for the year then ended.

June 26, 2015 11-K

First Niagara Financial Group 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-35390 A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT

June 16, 2015 8-K

First Niagara Financial Group 8-K (Current Report/Significant Event)

8-K 6.16.15 DFAST UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 16, 2015 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction o

June 16, 2015 EX-99.1

First Niagara Financial Group, Inc. Announces Release of 2015 Dodd Frank Act Stress Testing (“DFAST”) Results

EX 99.1 DFAST press release Exhibit 99.1 First Niagara Financial Group, Inc. Announces Release of 2015 Dodd Frank Act Stress Testing (?DFAST?) Results Buffalo, N.Y., June 16, 2015 - First Niagara Financial Group, Inc. (NASDAQ: FNFG) today announced that it has released its 2015 Dodd Frank Act Stress Testing (?DFAST?) results for First Niagara Financial Group, Inc. and its subsidiary First Niagara

June 16, 2015 EX-99.2

2015 Stress Test Results and Process Disclosure Severely Adverse Scenario June 16, 2015 Overview  2015 Dodd-Frank Act Stress Testing (“DFAST”) results validate the low risk nature of First Niagara Financial Group’s (FNFG) balance sheet. Summary FNFG

dfastdisclosuresfinal616 2015 Stress Test Results and Process Disclosure Severely Adverse Scenario June 16, 2015 Overview  2015 Dodd-Frank Act Stress Testing (“DFAST”) results validate the low risk nature of First Niagara Financial Group’s (FNFG) balance sheet.

June 1, 2015 CORRESP

First Niagara Financial Group ESP

FOIA CONFIDENTIAL TREATMENT REQUEST BY FIRST NIAGARA FINANCIAL GROUP, INC. Via EDGAR and E-mail June 1, 2015 United States Securities and Exchange Commission Division of Corporation Finance 101 F Street, N.E., Mail Stop 2736 Washington, D.C. 20549 Attention: Mr. Michael Volley Staff Accountant Re: Confidential Treatment Request of First Niagara Financial Group, Inc. In Connection with Its Response

May 4, 2015 EX-10.4

RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN

EX-10.4 5 ex104rsu.htm EXHIBIT 10.4 Exhibit 10.4 RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN 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

May 4, 2015 EX-10.3

RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN

Exhibit 10.3 RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN 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

May 4, 2015 EX-10.1

Form of Executive Performance Based Restricted Stock Unit Agreement under First Niagara Financial Group, Inc. 2012 Equity Incentive Plan for CEO, filed as Exhibit 10.1 to First Niagara Financial Group, Inc.’s Form 10-Q for the quarter ended March 31, 2015.*

Exhibit 10.1 RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN 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

May 4, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35390 FIR

May 4, 2015 EX-12

Ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends

Exhibit 12 Ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends Our ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends are calculated in accordance with SEC requirements and computed by dividing earnings by fixed charges and earnings by preferred stock dividend requirements.

May 4, 2015 EX-10.2

Form of Executive Time-vested Restricted Stock Unit Agreement under First Niagara Financial Group, Inc. 2012 Equity Incentive Plan for CEO, filed as Exhibit 10.2 to First Niagara Financial Group, Inc.’s Form 10-Q for the quarter ended March 31, 2015.*

Exhibit 10.2 RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN 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

April 29, 2015 8-K

First Niagara Financial Group 8-K ANNUAL MEETING (Current Report/Significant Event)

8-K 4.29.15 Annual meeting results UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 29, 2015 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or ot

April 24, 2015 EX-99

First Niagara Reports First Quarter 2015 Results

First Niagara Reports First Quarter 2015 Results EXHIBIT 99.1 First Niagara Reports First Quarter 2015 Results First Quarter 2015 Highlights: First quarter operating earnings of $0.15 per diluted share, excluding restructuring charges GAAP earnings of $0.12 per diluted share Operating revenues of $345 million were consistent with prior quarter and year-ago quarter Net interest margin declined 4 ba

April 24, 2015 EX-99.1

Gary M. Crosby President & Chief Executive Officer Gregory W. Norwood Chief Financial Officer First Quarter 2015 Earnings Highlights April 24, 2015 2 Any statements contained in this presentation regarding the outlook for FNFG’s business and markets,

erdeck33115 Gary M. Crosby President & Chief Executive Officer Gregory W. Norwood Chief Financial Officer First Quarter 2015 Earnings Highlights April 24, 2015 2 Any statements contained in this presentation regarding the outlook for FNFG?s business and markets, such as projections of future earnings performance, statements of FNFG?s plans and objectives, forecasts or market trends and other matte

April 24, 2015 8-K

First Niagara Financial Group 8-K (Current Report/Significant Event)

8-K 4.24.15 Earnings release deck UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 24, 2015 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or oth

April 24, 2015 8-K

First Niagara Financial Group FORM 8-K FILING DOCUMENT (Current Report/Significant Event)

Form 8-K Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 24, 2015 First Niagara Financial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of

March 23, 2015 DEF 14A

First Niagara Financial Group DEF 14A

2015Proxy UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive P

March 17, 2015 EX-24

Power of Attorney

Exhibit 24 Power of Attorney Know all persons by these presents, that each person whose signature appears below constitutes and appoints Gary M.

March 17, 2015 EX-21

Subsidiaries of First Niagara Financial Group, Inc.

Exhibit 21 Subsidiaries of First Niagara Financial Group, Inc. Name of subsidiary State or other jurisdiction of incorporation or organization Percentage of voting securities owned by First Niagara Financial Group, Inc. First Niagara Bank, N.A. United States 100% First Niagara Realty, Inc. New York 100% First Niagara Servicing Company Connecticut 100% First Niagara Business Trust Maryland 100% 185

March 17, 2015 EX-12

Ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends

EX-12 7 ex-12123114.htm EXHIBIT 12 Exhibit 12 Ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends Our ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends are calculated in accordance with SEC requirements and computed by dividing earnings by fixed charges and earnings by preferred stock divide

March 17, 2015 EX-10.11

FIRST NIAGARA BANK EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN

Exhibit 10.11 FIRST NIAGARA BANK EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN Amendment Number One 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: 1. The portion of Section 5.1 preceding Section 5.1(a) is hereby amended and restated in its entirety to read as follows: ?Section 5.1 Sev

March 17, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-35390 FIRST NIAGARA FINANCIAL GROUP

March 17, 2015 EX-10.9

FIRST NIAGARA BANK EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN (Adopted November 6, 2014, effective as of January 1, 2015) ARTICLE 1 ADOPTION, Purpose & EFFECTIVE DATE

EX-10.9 2 ex109123114.htm EXHIBIT 10.9 Exhibit 10.9 FIRST NIAGARA BANK EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN (Adopted November 6, 2014, effective as of January 1, 2015) ARTICLE 1 ADOPTION, Purpose & EFFECTIVE DATE Section 1.1 Adoption & Purpose. First Niagara Bank, N.A. (the “Bank”) hereby establishes this First Niagara Bank Executive Change in Control Severance Plan (the “Plan”). The purpose

March 17, 2015 EX-10.10

FIRST NIAGARA BANK CHANGE IN CONTROL SEVERANCE PLAN SUMMARY PLAN DESCRIPTION (Adopted November 6, 2014, effective as of January 1, 2015) ARTICLE 1 ADOPTION, Purpose & EFFECTIVE DATE

EX-10.10 3 ex1010123114.htm EXHIBIT 10.10 Exhibit 10.10 FIRST NIAGARA BANK CHANGE IN CONTROL SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION (Adopted November 6, 2014, effective as of January 1, 2015) ARTICLE 1 ADOPTION, Purpose & EFFECTIVE DATE Section 1.1 Adoption & Purpose. First Niagara Bank, N.A. (the “Bank”) hereby establishes this First Niagara Bank Change in Control Severance Plan (the “Plan”)

March 17, 2015 EX-10.12

FIRST NIAGARA BANK CHANGE IN CONTROL SEVERANCE PLAN SUMMARY PLAN DESCRIPTION Amendment Number One

Exhibit 10.12 FIRST NIAGARA BANK CHANGE IN CONTROL SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION Amendment Number One 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: 1. The portion of Section 5.1 preceding Section 5.1(a) is hereby amended and restated in its entiret

March 17, 2015 EX-10.37

FIRST NIAGARA BANK NONQUALIFIED DEFERRED COMPENSATION PLAN (Adopted November 4, 2014, effective as of January 1, 2015) ARTICLE 1 ADOPTION, PURPOSE & EFFECTIVE DATE

Exhibit 10.37 FIRST NIAGARA BANK NONQUALIFIED DEFERRED COMPENSATION PLAN (Adopted November 4, 2014, effective as of January 1, 2015) ARTICLE 1 ADOPTION, PURPOSE & EFFECTIVE DATE Section 1.1 Adoption and Purpose. First Niagara Bank, N.A. (the ?Bank?) herby establishes this First Niagara Bank Nonqualified Deferred Compensation Plan (together with the applicable Election Materials, the ?Plan?). The p

February 27, 2015 NT 10-K

FNFG / First Niagara Financial Group, Inc. NT 10-K - - NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC file number 001-35390 CUSIP number 33582V108 NOTIFICATION OF LATE FILING (Check one): þ Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For the Fiscal Year Ended December 31, 2014 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11

February 24, 2015 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 24, 2015 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorporatio

February 12, 2015 SC 13G

FNFG / First Niagara Financial Group, Inc. / PRICE T ROWE ASSOCIATES INC /MD/ - FNFG AS OF 12/31/2014 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) FIRST NIAGARA FINANCIAL GROUP INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 33582V108 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which t

February 10, 2015 SC 13G/A

FNFG / First Niagara Financial Group, Inc. / VANGUARD GROUP INC Passive Investment

firstniagrafinancialgroupinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: First Niagara Financial Group Inc Title of Class of Securities: Common Stock CUSIP Number: 33582V108 Date of Event Which Requires Filing of this Statement: December 31, 2014

February 10, 2015 SC 13G

FNFG / First Niagara Financial Group, Inc. / BARROW HANLEY MEWHINNEY & STRAUSS LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* First Niagara Financial Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 33582V108 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check appropriate box to designate the rule pursuant to whi

February 10, 2015 EX-99.1

First Niagara’s Kate White Promoted to Executive VP and Named to Regional Bank Holding Company’s Executive Management Team

EX-99.1 2 a8-k21015ex991white.htm EXHIBIT 99.1 Exhibit 99.1 First Niagara’s Kate White Promoted to Executive VP and Named to Regional Bank Holding Company’s Executive Management Team BUFFALO, N.Y., February 10, 2015 - First Niagara Financial Group (Nasdaq: FNFG) announced that Kate White has been promoted to Executive Vice President and Managing Director of Human Resources and Corporate Communicat

February 10, 2015 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 10, 2015 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorporatio

January 23, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 23, 2015 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorporation

January 23, 2015 EX-99.1

Gary M. Crosby President & Chief Executive Officer Gregory W. Norwood Chief Financial Officer Fourth Quarter 2014 Earnings Highlights January 23, 2015 2 Any statements contained in this presentation regarding the outlook for FNFG’s business and marke

erdeck123114final Gary M. Crosby President & Chief Executive Officer Gregory W. Norwood Chief Financial Officer Fourth Quarter 2014 Earnings Highlights January 23, 2015 2 Any statements contained in this presentation regarding the outlook for FNFG’s business and markets, such as projections of future earnings performance, statements of FNFG’s plans and objectives, forecasts or market trends and ot

January 23, 2015 EX-99

First Niagara Reports Fourth Quarter and Full Year 2014 Results

EXHIBIT 99.1 First Niagara Reports Fourth Quarter and Full Year 2014 Results Fourth Quarter and 2014 Highlights: Fourth quarter operating earnings of $61.7 million or $0.17 per diluted share Full Year 2014 operating earnings of $0.71 per diluted share Fourth quarter GAAP earnings of $0.20 per diluted share Full Year 2014 reported GAAP loss of $2.12 per share reflecting third quarter non-cash goodw

January 23, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 document.htm FORM 8-K FILING DOCUMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 23, 2015 First Niagara Financial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (S

December 15, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): December 10, 2014 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorporatio

December 15, 2014 EX-99.1

Consumer Banking and Insurance Executive Susan S. Harnett Joins First Niagara’s Board of Directors

Exhibit 99.1 Consumer Banking and Insurance Executive Susan S. Harnett Joins First Niagara’s Board of Directors BUFFALO, N.Y., December 15, 2014 - The Board of Directors of First Niagara Financial Group, Inc. (NASDAQ:FNFG) announced that Susan S. Harnett was appointed to serve as a director of the company and First Niagara Bank, N.A. Her appointment is effective January 1, 2015. Harnett began her

November 10, 2014 EX-12

Ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends

EX-12 2 ex-1293014.htm EXHIBIT Exhibit 12 Ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends Our ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends are calculated in accordance with SEC requirements and computed by dividing earnings by fixed charges and earnings by preferred stock dividend r

November 10, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35390

November 4, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 29, 2014 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorporation

October 29, 2014 EX-99.1

Corporate Participants

First Niagara Financial Group, Inc. FNFG Q3 2014 Earnings Call Oct. 24, 2014 Company▲ Ticker▲ Event Type▲ Date▲ PARTICIPANTS Corporate Participants Ram Shankar – Senior Vice President-Investor Relations, First Niagara Financial Group, Inc. Gary M. Crosby – President, Chief Executive Officer & Director, First Niagara Financial Group, Inc. Gregory W. Norwood – Chief Financial Officer & Senior Execut

October 29, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 29, 2014 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorporation

October 24, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 document.htm FORM 8-K FILING DOCUMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 24, 2014 First Niagara Financial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (S

October 24, 2014 EX-99

First Niagara Reports Third Quarter 2014 Results

EXHIBIT 99.1 First Niagara Reports Third Quarter 2014 Results Conference Call Rescheduled to 8 a.m. Eastern Time Third Quarter Highlights: 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: Non-cash pre-tax goodwill impairment charge of $800 million Non-cash goodwill impairment is an acco

October 24, 2014 EX-99.1

Gary M. Crosby President & Chief Executive Officer Gregory W. Norwood Chief Financial Officer Third Quarter 2014 Earnings Highlights October 24, 2014 2 Any statements contained in this presentation regarding the outlook for FNFG’s business and market

earningspresentation9301 Gary M. Crosby President & Chief Executive Officer Gregory W. Norwood Chief Financial Officer Third Quarter 2014 Earnings Highlights October 24, 2014 2 Any statements contained in this presentation regarding the outlook for FNFG’s business and markets, such as projections of future earnings performance, statements of FNFG’s plans and objectives, forecasts or market trends

October 24, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 24, 2014 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorporation

September 19, 2014 EX-25.2

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to

Exhibit 25.2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer Identific

September 19, 2014 EX-25.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTE

EX-25.1 6 ex251s-3asr.htm EXHIBIT Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of Trustee as specified in its

September 19, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 a8-k91914bakerretirement.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): September 17, 2014 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (Sta

September 19, 2014 S-3ASR

FNFG / First Niagara Financial Group, Inc. S-3ASR - - S-3ASR

As filed with the Securities and Exchange Commission on September 19, 2014 Registration No.

September 19, 2014 EX-24.1

Power of Attorney

EX-24.1 5 ex24191914s-3asr.htm EXHIBIT Exhibit 24.1 Power of Attorney Know all persons by these presents, that each person whose signature appears below constitutes and appoints Gary M. Crosby and Gregory W. Norwood , and each of them, such person’s true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person’s name, place and stead

September 19, 2014 EX-12

Ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends

EX-12 3 ex-1263014.htm EXHIBIT Exhibit 12 Ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends Our ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends are calculated in accordance with SEC requirements and computed by dividing earnings by fixed charges and earnings by preferred stock dividend r

July 31, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35390 FIRS

July 31, 2014 EX-12

Ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends

EX-12 2 ex-1263014.htm EXHIBIT Exhibit 12 Ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends Our ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends are calculated in accordance with SEC requirements and computed by dividing earnings by fixed charges and earnings by preferred stock dividend r

July 28, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 28, 2014 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorporation or

July 25, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 25, 2014 First Niagara Financial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorporation) (C

July 25, 2014 EX-99

First Niagara Reports Second Quarter 2014 Results

EXHIBIT 99.1 First Niagara Reports Second Quarter 2014 Results Second Quarter Highlights: Earnings of $0.19 per diluted share Revenues increased 1.5% QOQ 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 Organic loan growth continues, with average loans up 7% annualized QOQ Avera

July 25, 2014 EX-99.1

Second Quarter 2014 Earnings Highlights July 25, 2014 Gary M. Crosby President & Chief Executive Officer Gregory W. Norwood Chief Financial Officer Safe Harbor Statement Any statements contained in this presentation regarding the outlook for FNFG’s b

EX-99.1 2 fnfg2q14earningsslides.htm ELECTRONIC PRESENTATION SLIDES Second Quarter 2014 Earnings Highlights July 25, 2014 Gary M. Crosby President & Chief Executive Officer Gregory W. Norwood Chief Financial Officer Safe Harbor Statement Any statements contained in this presentation regarding the outlook for FNFG’s business and markets, such as projections of future earnings performance, statement

July 25, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 25, 2014 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorporation or

July 1, 2014 EX-99.1

Former JPMorgan Chase Chief Information Officer Austin Adams Joins First Niagara’s Board of Directors

Exhibit 99.1 Former JPMorgan Chase Chief Information Officer Austin Adams Joins First Niagara’s Board of Directors BUFFALO, N.Y., July 1, 2014 - The Board of Directors of First Niagara Financial Group, Inc. (NASDAQ:FNFG) announced that Austin A. Adams was appointed to serve as a director of the company and First Niagara Bank, N.A. A 35-year veteran of the banking industry, Adams led technology and

July 1, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 1, 2014 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorporation or

June 26, 2014 11-K

- 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-35390 A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT

June 26, 2014 EX-99

FIRST NIAGARA FINANCIAL GROUP 401(K) PLAN Financial Statements as of December 31, 2013 and 2012 Supplemental Schedule Together with Independent Auditor's Report

FIRST NIAGARA FINANCIAL GROUP 401(K) PLAN Financial Statements as of December 31, 2013 and 2012 and Supplemental Schedule Together with Independent Auditor's Report REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM June 26, 2014 The Employee Benefits Administration Committee of First Niagara Financial Group, Inc.

May 14, 2014 S-8

- S-8

As filed with the Securities and Exchange Commission on May 14, 2014 Registration No.

May 6, 2014 EX-12

Ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends

EX-12 3 ex-1233114.htm EXHIBIT Exhibit 12 Ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends Our ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends are calculated in accordance with SEC requirements and computed by dividing earnings by fixed charges and earnings by preferred stock dividend r

May 6, 2014 EX-10.1

SEPARATION, WAIVER AND RELEASE AGREEMENT

Exhibit 10.1 SEPARATION, WAIVER AND RELEASE AGREEMENT 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”). WHEREAS, FNFG employed the Employee as Chief Banking Officer, Senior Executive Vice President; and WHEREAS, FNFG and the Employee agree that the Employee’s empl

May 6, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35390 FIR

April 30, 2014 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 30, 2014 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorporation o

April 24, 2014 EX-99.1

First Quarter 2014 Earnings Highlights April 24, 2014 Gary M. Crosby President & Chief Executive Officer Gregory W. Norwood Chief Financial Officer Safe Harbor Statement Any statements contained in this presentation regarding the outlook for FNFG’s b

fnfg1q14earningsslides First Quarter 2014 Earnings Highlights April 24, 2014 Gary M.

April 24, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K FILING DOCUMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 24, 2014 First Niagara Financial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorporation) (

April 24, 2014 EX-99

First Niagara Reports First Quarter 2014 Results

EX-99 2 newsrelease.htm PRESS RELEASE EXHIBIT 99.1 First Niagara Reports First Quarter 2014 Results First Quarter Highlights: Operating Earnings of $0.17 per diluted share, excluding restructuring charges GAAP Earnings of $0.15 per diluted share Revenues flat YOY excluding Historic Tax Credit (HTC) asset amortization Net interest income increased 2% YOY driven by balance sheet growth Fees, excludi

April 24, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 a42414q1earningsslides.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 24, 2014 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or

March 21, 2014 DEF 14A

First Niagara Financial Group, Inc. 2012 Equity Incentive Plan, Amendment Number One, filed as Appendix B to First Niagara Financial Group, Inc.’s Schedule 14A filed on March 21, 2014.*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy State

March 18, 2014 EX-24

EXHIBIT 24 First Niagara Financial Group Inc

George M Philip POA EXHIBIT 24 First Niagara Financial Group Inc Power of Attorney for Executing Forms 3, 4 and 5 Know all men by these presents, that the undersigned, director or officer, or both, of First Niagara Financial Group Inc, hereby constitutes and appoints each of Kristy Berner, James Ciroli, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on b

February 25, 2014 EX-10.28

Amended and Restated First Niagara Bank and First Niagara Financial Group, Inc. Directors Deferred Fees Plan, filed as Exhibit 10.28 to First Niagara Financial Group, Inc.’s Form 10-K for the year ended December 31, 2013.*

Exhibit 10.28 Amended and Restated FIRST NIAGARA BANK AND First Niagara Financial Group, Inc. Directors Deferred Fees Plan Section 1.Purpose and Effective Date. The purpose of the Amended and Restated First Niagara Bank and First Niagara Financial Group, Inc. Directors Deferred Fees Plan (the “Plan”) is to give each member of the Boards of Directors of First Niagara Bank, N.A. (the “Bank”) and Fir

February 25, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission File No. 001-35390 FIRST NIAGARA FINANCIAL GROUP,

February 25, 2014 EX-24

Power of Attorney

EX-24 6 ex-24123113.htm EXHIBIT Exhibit 24 Power of Attorney Know all persons by these presents, that each person whose signature appears below constitutes and appoints Gary M. Crosby and Gregory W. Norwood, and each of them, such person's true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person's name, place and stead, in any a

February 25, 2014 EX-12

Ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends

EX-12 3 ex-12123113.htm EXHIBIT Exhibit 12 Ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends Our ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends are calculated in accordance with SEC requirements and computed by dividing earnings by fixed charges and earnings by preferred stock dividend

February 25, 2014 EX-21

Subsidiaries of First Niagara Financial Group, Inc.

Exhibit 21 Subsidiaries of First Niagara Financial Group, Inc. Name of subsidiary State or other jurisdiction of incorporation or organization Percentage of voting securities owned by First Niagara Financial Group, Inc. First Niagara Bank, N.A. United States 100% First Niagara REIT Holding Company, Inc. New York 100% First Niagara Funding, Inc. New York 100% First Niagara Servicing Company Connect

February 13, 2014 EX-99.1

Sterne Agee Banking Conference February 2014 Gary M. Crosby President & Chief Executive Officer Gregory W. Norwood Chief Financial Officer Safe Harbor Statement Any statements contained in this presentation regarding the outlook for FNFG’s business a

fnfg1q14investorslides Sterne Agee Banking Conference February 2014 Gary M. Crosby President & Chief Executive Officer Gregory W. Norwood Chief Financial Officer Safe Harbor Statement Any statements contained in this presentation regarding the outlook for FNFG’s business and markets, such as projections of future earnings performance, statements of FNFG’s plans and objectives, forecasts or market

February 13, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 a8ksterneageeconference.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 13, 2014 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State

February 12, 2014 SC 13G/A

FNFG / First Niagara Financial Group, Inc. / VANGUARD GROUP INC Passive Investment

firstniagarafinancialgroup.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: First Niagara Financial Group Inc Title of Class of Securities: Common Stock CUSIP Number: 33582V108 Date of Event Which Requires Filing of this Statement: December 31, 2013 C

February 12, 2014 SC 13G

FNFG / First Niagara Financial Group, Inc. / BARROW HANLEY MEWHINNEY & STRAUSS LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* First Niagara Financial Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 33582V108 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check appropriate box to designate the rule pursuant to whi

January 24, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 document.htm FORM 8-K FILING DOCUMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 24, 2014 First Niagara Financial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (S

January 24, 2014 EX-99

First Niagara Reports Fourth Quarter and Full Year 2013 Results

EXHIBIT 99.1 First Niagara Reports Fourth Quarter and Full Year 2013 Results Fourth Quarter and 2013 Highlights: GAAP earnings of $0.20 per diluted share, consistent with the prior quarter Full-Year 2013 earnings of $0.75 per diluted share compared to $0.40 per diluted share in 2012 Pre-Tax Pre-Provision income increased 3% QOQ Operating expenses declined to $225 million excluding certain nonrecur

January 24, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 a12414q4earningspresentati.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 24, 2014 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (Sta

January 24, 2014 EX-99.1

Fourth Quarter 2013 Earnings Highlights January 24, 2014 Gary M. Crosby President & Chief Executive Officer Gregory W. Norwood Chief Financial Officer Safe Harbor Statement Any statements contained in this presentation regarding the outlook for FNFG’

EX-99.1 2 fnfg4q13earningsrelease.htm INVESTOR PRESENTATION Fourth Quarter 2013 Earnings Highlights January 24, 2014 Gary M. Crosby President & Chief Executive Officer Gregory W. Norwood Chief Financial Officer Safe Harbor Statement Any statements contained in this presentation regarding the outlook for FNFG’s business and markets, such as projections of future earnings performance, statements of

January 10, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 10, 2014 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorporation

January 10, 2014 EX-99.1

First Niagara Announces Changes to Executive Management Team

Exhibit 99.1 First Niagara Announces Changes to Executive Management Team BUFFALO, N.Y., January 10, 2014 - First Niagara Financial Group (Nasdaq: FNFG) President and Chief Executive Officer Gary M. Crosby today announced changes to his executive leadership team. The following individuals will continue to serve on the company’s executive management team and will report directly to Mr. Crosby: Greg

December 19, 2013 EX-10.2

FIRST NIAGARA FINANCIAL GROUP, INC. AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT WITH GARY M. CROSBY

Exhibit 10.2 FIRST NIAGARA FINANCIAL GROUP, INC. AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT WITH GARY M. CROSBY 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”). RECITA

December 19, 2013 EX-10.3

FIRST NIAGARA FINANCIAL GROUP AMENDED AND RESTATED EXECUTIVE SEVERANCE PLAN Effective as of December 19, 2013 ARTICLE I. ESTABLISHMENT OF THE PLAN

Exhibit 10.3 FIRST NIAGARA FINANCIAL GROUP AMENDED AND RESTATED EXECUTIVE SEVERANCE PLAN Effective as of December 19, 2013 ARTICLE I. ESTABLISHMENT OF THE PLAN 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 t

December 19, 2013 EX-99.1

First Niagara Names Gary M. Crosby to Serve as President and Chief Executive Officer

Exhibit 99.1 First Niagara Names Gary M. Crosby to Serve as President and Chief Executive Officer BUFFALO, N.Y., December 19, 2013 - First Niagara Financial Group, Inc. (NASDAQ: FNFG) today announced that its Board of Directors has appointed Gary M. Crosby as President and Chief Executive Officer, effective immediately. He also joins the company’s Board. Mr. Crosby, 60, has served as First Niagara

December 19, 2013 EX-10.1

* * * * *

Exhibit 10.1 December 19, 2013 Gary M. Crosby Re: President and Chief Executive Officer Terms Dear Gary: 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 “Effe

December 19, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): December 19, 2013 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorporatio

December 11, 2013 S-8

- S-8

As filed with the Securities and Exchange Commission on December 11, 2013 Registration No.

November 7, 2013 EX-12

Ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends

Exhibit 12 Ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends Our ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends are calculated in accordance with SEC requirements and computed by dividing earnings by fixed charges and earnings by preferred stock dividend requirements.

November 7, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35390

October 18, 2013 EX-99.1

Third Quarter 2013 Earnings Highlights October 18, 2013 Gary M. Crosby Interim President & Chief Executive Officer Gregory W. Norwood Chief Financial Officer Safe Harbor Statement Any statements contained in this presentation regarding the outlook fo

fnfg3q13investorslides Third Quarter 2013 Earnings Highlights October 18, 2013 Gary M.

October 18, 2013 EX-99

First Niagara Reports Third Quarter 2013 Results

EXHIBIT 99.1 First Niagara Reports Third Quarter 2013 Results Third Quarter Highlights: 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 loa

October 18, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 18, 2013 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorporation

October 18, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K FILING DOCUMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 18, 2013 First Niagara Financial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorporation)

August 9, 2013 EX-12

Ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends

Exhibit 12 Ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends Our ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends are calculated in accordance with SEC requirements and computed by dividing earnings by fixed charges and earnings by preferred stock dividend requirements.

August 9, 2013 EX-10.1

If to you: John R. Koelmel With copies to: Terrence M. Connors, Esq. Connors & Vilardo, LLP 1000 Liberty Building Buffalo, New York 14202 Jeffrey P. Crandall, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 If to the Corp

May 17, 2013 John R. Koelmel East Amherst, NY Dear John: 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

August 9, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35390 FIRS

August 6, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 31, 2013 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorporation or

August 6, 2013 EX-99.1

CTG CEO James Boldt Appointed to First Niagara's Board of Directors -- Head of global IT solutions and services firm brings more than 35 years of international public company executive and corporate finance experience to the multistate regional bank'

EX-99.1 2 a8-k8513ex991boldtappnt.htm EXHIBIT Exhibit 99.1 CTG CEO James Boldt Appointed to First Niagara's Board of Directors - Head of global IT solutions and services firm brings more than 35 years of international public company executive and corporate finance experience to the multistate regional bank's board - BUFFALO, N.Y., August 6, 2013 - The Board of Directors of First Niagara Financial

July 22, 2013 EX-99.1

SEPARATION, WAIVER AND RELEASE AGREEMENT

Exhibit 99.1 SEPARATION, WAIVER AND RELEASE AGREEMENT This Separation, Waiver and Release Agreement (this “Agreement”) is entered into by and between Oliver H. Sommer (“Employee”) and First Niagara Financial Group, Inc. (“FNFG”). WHEREAS, FNFG employed the Employee as Executive Vice President, Corporate Development; and WHEREAS, FNFG and the Employee agree that the Employee's employment at FNFG te

July 22, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 17, 2013 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorporation or

July 19, 2013 EX-99.1

Second Quarter 2013 Earnings Highlights July 19, 2013 Gary M. Crosby Interim President & Chief Executive Officer Gregory W. Norwood Chief Financial Officer Safe Harbor Statement Any statements contained in this presentation regarding the outlook for

fnfg2q13final Second Quarter 2013 Earnings Highlights July 19, 2013 Gary M. Crosby Interim President & Chief Executive Officer Gregory W. Norwood Chief Financial Officer Safe Harbor Statement Any statements contained in this presentation regarding the outlook for FNFG’s business and markets, such as projections of future earnings performance, statements of FNFG’s plans and objectives, forecasts or

July 19, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 19, 2013 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorporation or

July 19, 2013 EX-99

First Niagara Reports Second Quarter 2013 Results

EXHIBIT 99.1 First Niagara Reports Second Quarter 2013 Results Second Quarter Highlights: Profitable organic growth continues with EPS of $0.18 per share Operating revenues increase 3% QOQ primarily driven by a 7% increase in fee income Strong customer activity drove QOQ increases in most fee income categories Stable net interest margin of 3.36% Organic loan growth continues with average total loa

July 19, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K FILING DOCUMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 19, 2013 First Niagara Financial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorporation) (C

June 28, 2013 11-K

- 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-35390 A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT

June 28, 2013 11-K

- 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-35390 A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT

June 28, 2013 11-K

- 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-35390 A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT

June 28, 2013 EX-99

FIRST NIAGARA FINANCIAL GROUP 401(k) PLAN Financial Statements as of December 31, 2012 and 2011 Supplemental Schedule Together with Report of Independent Registered Public Accounting Firm

FIRST NIAGARA FINANCIAL GROUP 401(k) PLAN Financial Statements as of December 31, 2012 and 2011 And Supplemental Schedule Together with Report of Independent Registered Public Accounting Firm REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Retirement Benefits Committee of First Niagara Financial Group, Inc.

June 28, 2013 EX-99

HARLEYSVILLE NATIONAL CORPORATION 401(K) PLAN Financial Statements as of December 31, 2012 and 2011 Supplemental Schedule Together with Report of Independent Registered Public Accounting Firm

EXHIBIT 99 HARLEYSVILLE NATIONAL CORPORATION 401(K) PLAN Financial Statements as of December 31, 2012 and 2011 And Supplemental Schedule Together with Report of Independent Registered Public Accounting Firm REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM June 27, 2013 The Retirement Benefits Committee of First Niagara Financial Group, Inc.

June 28, 2013 EX-99

THE NEWALLIANCE BANK 401(K) PLAN Financial Statements as of December 31, 2012 and 2011 Supplemental Schedule Together with Report of Independent Registered Public Accounting Firm

Exhibit 99 THE NEWALLIANCE BANK 401(K) PLAN Financial Statements as of December 31, 2012 and 2011 and Supplemental Schedule Together with Report of Independent Registered Public Accounting Firm REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Retirement Benefits Committee of First Niagara Financial Group, Inc.

May 7, 2013 EX-10.7

FORM OF EXECUTIVE RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN

Exhibit 10.7 FORM OF EXECUTIVE RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN 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, I

May 7, 2013 EX-10.3

FIRST NIAGARA FINANCIAL GROUP TRANSITION SEVERANCE PLAN Effective as of March 19, 2013 ARTICLE I. ESTABLISHMENT OF THE PLAN

Exhibit 10.3 FIRST NIAGARA FINANCIAL GROUP TRANSITION SEVERANCE PLAN Effective as of March 19, 2013 ARTICLE I. ESTABLISHMENT OF THE PLAN First Niagara Financial Group, Inc. (?First Niagara?) hereby establishes a self-insured severance plan for Gary Crosby (the ?Executive?). The term ?Company? means First Niagara and any Organization Under Common Control that is covered under the Plan in accordance

May 7, 2013 EX-10.2

FIRST NIAGARA FINANCIAL GROUP EXECUTIVE SEVERANCE PLAN

Exhibit 10.2 FIRST NIAGARA FINANCIAL GROUP EXECUTIVE SEVERANCE PLAN Amendment Number Two The First Niagara Financial Group Executive Severance Plan, effective October 23, 2006 (the “Plan”) is hereby amended in accordance with the following: 1. A new Section 3.2A is added following Section 3.2 to read as follows: “Section 3.2A. Temporary Enhanced Benefit. For the Participants specified on Appendix

May 7, 2013 EX-10.5

FIRST NIAGARA FINANCIAL GROUP, INC. AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT WITH GARY M. CROSBY This AGREEMENT, dated as of April 5, 2013, is between FIRST NIAGARA FINANCIAL GROUP, INC., a Delaware corporation with its executive offices at 6

Exhibit 10.5 FIRST NIAGARA FINANCIAL GROUP, INC. AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT WITH GARY M. CROSBY This AGREEMENT, dated as of April 5, 2013, 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 Gary M. Crosby (the “Executive”). RECITALS: a. The

May 7, 2013 EX-10.6

RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN

Exhibit 10.6 RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN This 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. Cr

May 7, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35390 FIR

May 7, 2013 EX-10.12

FORM OF GENERAL RESTRICTED STOCK AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN

Exhibit 10.12 FORM OF GENERAL RESTRICTED STOCK AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN This 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 i

May 7, 2013 EX-10.10

FORM OF EXECUTIVE RESTRICTED STOCK AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN

Exhibit 10.10 FORM OF EXECUTIVE RESTRICTED STOCK AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN This 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

May 7, 2013 EX-10.1

FIRST NIAGARA FINANCIAL GROUP EXECUTIVE SEVERANCE PLAN Amendment Number One

Exhibit 10.1 FIRST NIAGARA FINANCIAL GROUP EXECUTIVE SEVERANCE PLAN Amendment Number One The First Niagara Financial Group Executive Severance Plan, effective October 23, 2006 (the “Plan”) is hereby amended in accordance with the following: 1. The first paragraph of Section 3.3 of the Plan is hereby replaced in its entirety with the following: “Section 3.3 Form of Benefit Payment. A Participant wi

May 7, 2013 EX-10.8

FORM OF EXECUTIVE RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN

Exhibit 10.8 FORM OF EXECUTIVE RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN 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, I

May 7, 2013 EX-12

Ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends

Exhibit 12 Ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends Our ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends are calculated in accordance with SEC requirements and computed by dividing earnings by fixed charges and earnings by preferred stock dividend requirements.

May 7, 2013 EX-10.9

FORM OF EXECUTIVE RESTRICTED STOCK AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN

Exhibit 10.9 FORM OF EXECUTIVE RESTRICTED STOCK AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN This 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

May 7, 2013 EX-10.4

1

Exhibit 10.4 April 5, 2013 Gary M. Crosby Buffalo, NY Re: Interim Chief Executive Officer Compensation Terms Dear Gary: I am pleased to confirm the terms of your compensation in connection with your assuming the position of Interim Chief Executive Officer of First Niagara Financial Group, Inc. (?First Niagara?), as of March 19, 2013 (the ?Effective Date?). 1.Position and Employment Term. Your posi

May 7, 2013 EX-10.13

FORM OF GENERAL RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN

Exhibit 10.13 FORM OF GENERAL RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN 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, In

May 7, 2013 EX-10.11

Form of Stock Option Agreement under First Niagara Financial Group, Inc. 2012 Equity Incentive Plan, filed as Exhibit 10.11 to First Niagara Financial Group, Inc.’s Form 10-Q for the quarter ended March 31, 2013.*

Exhibit 10.11 FORM OF STOCK OPTION AGREEMENT granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN This 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

May 1, 2013 EX-99.1

First Niagara Financial Group Daniel E. Cantara Gregory W. Norwood Chief Banking Officer Chief Financial Officer May 1, 2013 Safe Harbor Statement Any statements contained in this presentation regarding the outlook for FNFG’s business and markets, su

fnfg2q13investorslides First Niagara Financial Group Daniel E. Cantara Gregory W. Norwood Chief Banking Officer Chief Financial Officer May 1, 2013 Safe Harbor Statement Any statements contained in this presentation regarding the outlook for FNFG’s business and markets, such as projections of future earnings performance, statements of FNFG’s plans and objectives, forecasts or market trends and oth

May 1, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 1, 2013 FIRST NIAGARA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35390 42-1556195 (State or other jurisdiction of incorporation or o

April 25, 2013 EX-99.1

FORM OF RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN

FORM OF RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC.

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