Filed by Bowne Pure Compliance





Exhibit 10.3





November 18,
2008




J. Lanier Little

Executive Vice President, Consumer Banking

c/o First Niagara Financial Group, Inc.

6950 South Transit Road

Lockport, New York 14095




Dear Lanny,




First Niagara Financial Group, Inc. (the “Company”) anticipates entering into a Securities
Purchase Agreement (the “Participation Agreement”) with the United States Department of Treasury
(“Treasury”) that provides for the Company’s participation in the Treasury’s TARP Capital Purchase
Program (the “CPP”). If the Company does not participate or ceases at any time to participate in
the CPP, this letter shall be of no further force and effect.



For the Company to participate in the CPP and as a condition to the closing of the investment
contemplated by the Participation Agreement, the Company is required to establish specified
standards for incentive compensation to its senior executive officers and to make changes to its
compensation arrangements. To comply with these requirements, and in consideration of the benefits
that you will receive as a result of the Company’s participation in the CPP, you agree as follows:




	 	(1)	 	No Golden Parachute Payments. The Company is prohibiting any golden parachute
payment to you during any “CPP Covered Period.” A “CPP Covered Period” is any period
during which (A) you are a senior executive officer and (B) Treasury holds an equity or
debt position acquired from the Company in the CPP.
	 
	 	(2)	 	Recovery of Bonus and Incentive Compensation. Any bonus and incentive
compensation paid to you during a CPP Covered Period is subject to recovery or
“clawback” by the Company if the payments were based on materially inaccurate financial
statements or any other materially inaccurate performance metric criteria.
	 
	 	(3)	 	Compensation Program Amendments. Each of the Company’s compensation, bonus,
incentive and other benefit plans, arrangements and agreements (including golden
parachute, severance and employment agreements) either currently or hereinafter in effect
and including all amendments thereto (collectively, “Benefit Plans”) with respect to you
is hereby amended to the extent necessary to give effect to
provisions (l) and (2).





UST Sequence No. 9



 


 









 





J. Lanier Little

November 18, 2008

Page 2




In addition, the Company is required to review its Benefit Plans to ensure that they do not
encourage senior executive officers to take unnecessary and excessive risks that threaten the value
of the Company. To the extent any such review requires revisions to any Benefit Plan with respect
to you, you and the Company agree to negotiate such changes promptly and in good faith.




	 	(4)	 	Definitions and Interpretation. This letter shall be interpreted as follows:






	 	•	 	“Senior executive officer” means the Company’s “senior executive
officers” as defined in subsection 111(b)(3) of EESA.
	 
	 	•	 	“Golden parachute payment” is used with same meaning as in Section
111(b)(2)(C) of EESA.
	 
	 	•	 	“EESA” means the Emergency Economic Stabilization Act of 2008 as
implemented by guidance or regulation issued by the Department of the Treasury and as
published in the Federal Register on October 20, 2008.
	 
	 	•	 	The term “Company” includes any entities treated as a single employer with
the Company under 31 C.F.R. §
30.1 (b) (as in effect on the Closing Date). You are
also delivering a waiver pursuant to the Participation Agreement, and, as between the
Company and you, the term “employer” in that waiver will be deemed to mean the Company
as used in this letter.
	 
	 	•	 	The term “CPP Covered Period” shall be limited by, and interpreted in
a manner consistent with, 31 C.F.R.
§ 30.11, (as in effect on the Closing Date).
	 
	 	•	 	Provisions (1) and (2) of this letter are intended to, and will be
interpreted, administered and construed to, comply with Section 111 of EESA (and,
to the maximum extent consistent with the preceding, to permit operation of the
Benefit Plans in accordance with their terms before giving effect to this
letter).






	 	(5)	 	Miscellaneous. To the extent not subject to federal law, this letter will be
governed by and construed in accordance with the laws of New York. This letter may be
executed in two or more counterparts, each of which will be deemed to be an original. A
signature transmitted by facsimile will be deemed an original signature.





UST Sequence No. 9



 


 









 





J. Lanier Little

November 18, 2008

Page 3




The
Board appreciates the concessions you are making and looks forward to your continued
leadership during these financially turbulent times.



	 	 	 	 	 
	 	Yours sincerely,



FIRST NIAGARA FINANCIAL GROUP, INC.

 	 
	 	By:  	
/s/ John R. Koelmel
 	 
	 	 	Name:  	John R. Koelmel 	 
	 	 	Title:  	President and Chief Executive Officer 	 



	 	 	 
	Intending to be legally bound, I agree with and
accept the foregoing terms on the date set
forth below.
	 	 
	 
	 	 
	/s/ J. Lanier Little
	 	 
	 

J. Lanier Little

	 	 
	Date: November 18, 2008
	 	 






UST Sequence No. 9





 


 









 







November 18, 2008




Frank J. Polino

Executive Vice President, Operations

c/o First Niagara Financial Group, Inc.

6950 South Transit Road

Lockport, New York 14095




Dear Frank,




First Niagara Financial Group, Inc. (the “Company”) anticipates entering into a Securities
Purchase Agreement (the “Participation Agreement”) with the United States Department of Treasury
(“Treasury”) that provides for the Company’s participation in the Treasury’s TARP Capital Purchase
Program (the “CPP”). If the Company does not participate or ceases at any time to participate in
the CPP, this letter shall be of no further force and effect.



For the Company to participate in the CPP and as a condition to the closing of the investment
contemplated by the Participation Agreement, the Company is required to establish specified
standards for incentive compensation to its senior executive officers and to make changes to its
compensation arrangements. To comply with these requirements, and in consideration of the benefits
that you will receive as a result of the Company’s participation in the CPP, you agree as follows:




	 	(1)	 	No Golden Parachute Payments. The Company is prohibiting any golden parachute
payment to you during any “CPP Covered Period.” A “CPP Covered Period” is any period
during which (A) you are a senior executive officer and (B) Treasury holds an equity or
debt position acquired from the Company in the CPP.
	 
	 	(2)	 	Recovery of Bonus and Incentive Compensation. Any bonus and incentive
compensation paid to you during a CPP Covered Period is subject to recovery or
“clawback” by the Company if the payments were based on materially inaccurate financial
statements or any other materially inaccurate performance metric criteria.
	 
	 	(3)	 	Compensation Program Amendments. Each of the Company’s compensation, bonus,
incentive and other benefit plans, arrangements and agreements (including golden
parachute, severance and employment agreements) either currently or hereinafter in effect
and including all amendments thereto (collectively, “Benefit Plans”) with respect to you
is hereby amended to the extent necessary to give effect to
provisions (l) and (2).





UST Sequence No. 9



 


 









 





Frank J. Polino

November 18, 2008

Page 2




In addition, the Company is required to review its Benefit Plans to ensure that they do not
encourage senior executive officers to take unnecessary and excessive risks that threaten the value
of the Company. To the extent any such review requires revisions to any Benefit Plan with respect
to you, you and the Company agree to negotiate such changes promptly and in good faith.




	 	(4)	 	Definitions and Interpretation. This letter shall be interpreted as follows:






	 	•	 	“Senior executive officer” means the Company’s “senior executive
officers” as defined in subsection 111(b)(3) of EESA.
	 
	 	•	 	“Golden parachute payment” is used with same meaning as in Section 111(b)(2)(C) of EESA.
	 
	 	•	 	“EESA” means the Emergency Economic Stabilization Act of 2008 as
implemented by guidance or regulation issued by the Department of the Treasury and as
published in the Federal Register on October 20, 2008.
	 
	 	•	 	The term “Company” includes any entities treated as a single employer with
the Company under 31 C.F.R. §
30.1(b) (as in effect on the Closing Date). You are also
delivering a waiver pursuant to the Participation Agreement, and, as between the
Company and you, the term “employer” in that waiver will be deemed to mean the Company
as used in this letter.
	 
	 	•	 	The term “CPP Covered Period” shall be limited by, and interpreted in
a manner consistent with, 31 C.F.R.
§ 30.11 (as in effect on the Closing Date).
	 
	 	•	 	Provisions (1) and (2) of this letter are intended to, and will be
interpreted, administered and construed to, comply with
Section 111 of EESA (and, to
the maximum extent consistent with the preceding, to permit operation of the Benefit
Plans in accordance with their terms before giving effect to this letter).






	 	(5)	 	Miscellaneous. To the extent not subject to federal law, this letter will be
governed by and construed in accordance with the laws of New York. This letter may be
executed in two or more counterparts, each of which will be deemed to be an original. A
signature transmitted by facsimile will be deemed an original signature.





UST Sequence No. 9



 


 









 





Frank J. Polino

November 18, 2008

Page 3




The Board appreciates the concessions you are making and looks forward to your continued
leadership during these financially turbulent times.



	 	 	 	 	 
	 	Yours sincerely,



FIRST NIAGARA FINANCIAL GROUP, INC.

 	 
	 	By:  	/s/ John R. Koelmel
 	 
	 	 	Name: John R. Koelmel 	 
	 	 	Title:  	President and Chief Executive Officer 	 



	 	 	 
	Intending to be legally bound, I agree with and
accept the foregoing terms on the date set
forth below.
	 	 
	 
	 	 
	/s/ Frank J. Polino
	 	 
	 

Frank J. Polino

	 	 
	Date: November 18, 2008
	 	 






UST Sequence No. 9





 


 









 







November 18, 2008




Daniel E. Cantara, III




Executive Vice President, Commercial Business,

   Regional President, Western New York

c/o First Niagara Financial Group, Inc.

6950 South Transit Road 
Lockport, New York 14095




Dear Dan,




First Niagara Financial Group, Inc. (the “Company”) anticipates entering into a Securities
Purchase Agreement (the “Participation Agreement”) with the United States Department of Treasury
(“Treasury”) that provides for the Company’s participation in the Treasury’s TARP Capital Purchase
Program (the “CPP”). If the Company does not participate or ceases at any time to participate in
the CPP, this letter shall be of no further force and effect.



For the Company to participate in the CPP and as a condition to the closing of the investment
contemplated by the Participation Agreement, the Company is required to establish specified
standards for incentive compensation to its senior executive officers and to make changes to its
compensation arrangements. To comply with these requirements, and in consideration of the benefits
that you will receive as a result of the Company’s participation in the CPP, you agree as follows:




	 	(1)	 	No Golden Parachute Payments. The Company is prohibiting any golden parachute
payment to you during any “CPP Covered Period.” A “CPP Covered Period” is any period
during which (A) you are a senior executive officer and (B) Treasury holds an equity or
debt position acquired from the Company in the CPP.
	 
	 	(2)	 	Recovery of Bonus and Incentive Compensation. Any bonus and incentive
compensation paid to you during a CPP Covered Period is subject to recovery or
“clawback” by the Company if the payments were based on materially inaccurate financial
statements or any other materially inaccurate performance metric criteria.
	 
	 	(3)	 	Compensation Program Amendments. Each of the Company’s compensation, bonus,
incentive and other benefit plans, arrangements and agreements (including golden
parachute, severance and employment agreements) either currently or hereinafter in effect
and including all amendments thereto (collectively, “Benefit Plans”) with respect to you
is hereby amended to the extent necessary to give effect to
provisions (1) and (2).





UST Sequence No. 9



 


 









 





Daniel E. Cantara, III

November 18, 2008

Page 2




In addition, the Company is required to review its Benefit Plans to ensure that they do not
encourage senior executive officers to take unnecessary and excessive risks that threaten the value
of the Company. To the extent any such review requires revisions to any Benefit Plan with respect
to you, you and the Company agree to negotiate such changes promptly and in good faith.




	 	(4)	 	Definitions and Interpretation. This letter shall be interpreted as follows:






	 	•	 	“Senior executive officer” means the Company’s “senior executive
officers” as defined in subsection 111(b)(3) of EESA.
	 
	 	•	 	“Golden parachute payment” is used with same
meaning as in Section 111(b)(2)(C) of EESA.
	 
	 	•	 	“EESA” means the Emergency Economic Stabilization Act of 2008 as implemented
by guidance or regulation issued by the Department of the Treasury and as published in
the Federal Register on October 20, 2008.
	 
	 	•	 	The term “Company” includes any entities treated as a single employer with
the Company under 31 C.F.R. §
30.1(b) (as in effect on the Closing Date). You are also
delivering a waiver pursuant to the Participation Agreement, and, as between the
Company and you, the term “employer” in that waiver will be deemed to mean the Company
as used in this letter.
	 
	 	•	 	The term “CPP Covered Period” shall be limited by, and interpreted in
a manner consistent with, 31 C.F.R.
§ 30.11 (as in effect on the Closing Date).
	 
	 	•	 	Provisions (1) and (2) of this letter are intended to, and will be
interpreted, administered and construed to, comply with Section 111 of EESA (and,
to the maximum extent consistent with the preceding, to permit operation of the
Benefit Plans in accordance with their terms before giving effect to this
letter).






	 	(5)	 	Miscellaneous. To the extent not subject to federal law, this letter will be
governed by and construed in accordance with the laws of New York. This letter may be
executed in two or more counterparts, each of which will be deemed to be an original. A
signature transmitted by facsimile will be deemed an original signature.





UST Sequence No. 9



 


 









 





Daniel E. Cantara, III

November 18, 2008 
Page 3



The
Board appreciates the concessions you are making and looks forward to your continued
leadership during these financially turbulent times.



	 	 	 	 	 
	 	Yours sincerely,



FIRST NIAGARA FINANCIAL GROUP, INC.

 	 
	 	By:  	
/s/ John R. Koelmel
 	 
	 	 	Name:  	John R. Koelmel 	 
	 	 	Title:  	President and Chief Executive Officer 	 



	 	 	 
	Intending to be legally bound, I agree with and
accept the foregoing terms on the date set
forth
below.
	 	 
	 
	 	 
	/s/
Daniel E. Cantara, III
	 	 
	 

Daniel E. Cantara, III

	 	 
	Date: November 18, 2008
	 	 






UST Sequence No. 9





 


 









 







November 18,
2008




Michael W. Harrington

Chief Financial Officer

c/o First Niagara Financial Group, Inc.

6950 South Transit Road

Lockport, New York 14095




Dear Michael,




First Niagara Financial Group, Inc. (the “Company) anticipates entering into a Securities
Purchase Agreement (the “Participation Agreement”) with the United States Department of Treasury
(“Treasury”) that provides for the Company’s participation in the Treasury’s TARP Capital Purchase
Program (the “CPP”). If the Company does not participate or ceases at any time to participate in
the CPP, this letter shall be of no further force and effect.



For the Company to participate in the CPP and as a condition to the closing of the investment
contemplated by the Participation Agreement, the Company is required to establish specified
standards for incentive compensation to its senior executive officers and to make changes to its
compensation arrangements. To comply with these requirements, and in consideration of the benefits
that you will receive as a result of the Company’s participation in the CPP, you agree as follows:




	 	(1)	 	No Golden Parachute Payments. The Company is prohibiting any golden parachute
payment to you during any “CPP Covered Period.” A “ CPP Covered Period” is any period
during which (A) you are a senior executive officer and (B) Treasury holds an equity or
debt position acquired from the Company in the CPP.
	 
	 	(2)	 	Recovery of Bonus and Incentive Compensation. Any bonus and incentive
compensation paid to you during a CPP Covered Period is subject to recovery or
“clawback” by the Company if the payments were based on materially inaccurate financial
statements or any other materially inaccurate performance metric criteria.
	 
	 	(3)	 	Compensation Program Amendments. Each of the Company’s compensation, bonus,
incentive and other benefit plans, arrangements and agreements (including golden
parachute, severance and employment agreements) either currently or hereinafter in effect
and including all amendments thereto (collectively, “Benefit Plans”) with respect to you
is hereby amended to the extent necessary to give effect to
provisions (1) and (2).





UST Sequence No. 9



 


 









 





Michael W. Harrington

November 18, 2008

Page 2




In addition, the Company is required to review its Benefit Plans to ensure that they do not
encourage senior executive officers to take unnecessary and excessive risks that threaten the value
of the Company. To the extent any such review requires revisions to any Benefit Plan with respect
to you, you and the Company agree to negotiate such changes promptly and in good faith.




	 	(4)	 	Definitions and Interpretation. This letter shall be interpreted as follows:






	 	•	 	“Senior executive officer” means the Company’s “senior executive
officers” as defined in subsection 111(b)(3) of EESA.
	 
	 	•	 	“Golden parachute payment” is used with same
meaning as in Section 111(b)(2)(C) of EESA.
	 
	 	•	 	“EESA” means the Emergency Economic Stabilization Act of 2008 as implemented
by guidance or regulation issued by the Department of the Treasury and as published in
the Federal Register on October 20, 2008.
	 
	 	•	 	The term “Company” includes any entities treated as a single employer with
the Company under 31 C.F.R. §
30.1(b) (as in effect on the Closing Date). You are also
delivering a waiver pursuant to the Participation Agreement, and, as between the
Company and you, the term “employer” in that waiver will be
deemed to mean the Company
as used in this letter.
	 
	 	•	 	The term “CPP Covered Period” shall be limited by, and interpreted in a
manner consistent with, 31 C.F.R.
§ 30.11 (as in effect on the Closing Date).
	 
	 	•	 	Provisions (1) and (2) of this letter are intended to, and will be
interpreted, administered and construed to, comply with Section 111 of EESA (and, to
the maximum extent consistent with the preceding, to permit operation of the Benefit
Plans in accordance with their terms before giving effect to this letter).






	 	(5)	 	Miscellaneous. To the extent not subject to federal law, this letter will be
governed by and construed in accordance with the laws of New York. This letter may be
executed in two or more counterparts, each of which will be deemed to be an original. A
signature transmitted by facsimile will be deemed an original signature.





UST Sequence No. 9



 


 









 





Michael W. Harrington

November 18, 2008

Page 3




The
Board appreciates the concessions you are making and looks forward to your continued
leadership during these financially turbulent times.



	 	 	 	 	 
	 	Yours sincerely,



FIRST NIAGARA FINANCIAL GROUP, INC.

 	 
	 	By:  	/s/ John R. Koelmel
 	 
	 	 	Name:  	John R. Koelmel 	 
	 	 	Title:  	President and Chief Executive Officer 	 



	 	 	 
	Intending to be legally bound, I agree with and
accept the foregoing terms on the date set forth
below.
	 	 
	 
	 	 
	/s/
Michael W. Harrington
	 	 
	 

Michael W. Harrington

	 	 
	Date: November 18, 2008
	 	 






UST Sequence No. 9



 


 









 







November 18,
2008




John R. Koelmel

President and Chief Executive Officer

c/o First Niagara Financial Group, Inc.

6950 South Transit Road

Lockport, New York 14095




Dear John,




First
Niagara Financial Group, Inc. (the “Company”) anticipates entering into a Securities
Purchase Agreement (the “Participation Agreement”) with the United States Department of Treasury
(“Treasury”) that provides for the Company’s participation in the Treasury’s TARP Capital Purchase
Program (the “CPP”). If the Company does not participate or ceases at any time to participate in
the CPP, this letter shall be of no further force and effect.



For the Company to participate in the CPP and as a condition to the closing of the investment
contemplated by the Participation Agreement, the Company is required to establish specified
standards for incentive compensation to its senior executive officers and to make changes to its
compensation arrangements. To comply with these requirements, and in consideration of the benefits
that you will receive as a result of the Company’s participation in the CPP, you agree as follows:




	 	(1)	 	No Golden Parachute Payments. The Company is prohibiting any golden parachute
payment to you during any “CPP Covered Period.” A “CPP Covered Period” is any period
during which (A) you are a senior executive officer and (B) Treasury holds an equity or
debt position acquired from the Company in the CPP.
	 
	 	(2)	 	Recovery of Bonus and Incentive Compensation. Any bonus and incentive
compensation paid to you during a CPP Covered Period is subject to recovery or
“clawback” by the Company if the payments were based on materially inaccurate financial
statements or any other materially inaccurate performance metric criteria.
	 
	 	(3)	 	Compensation Program Amendments. Each of the Company’s compensation, bonus,
incentive and other benefit plans, arrangements and agreements (including golden
parachute, severance and employment agreements) either currently or hereinafter in effect
and including all amendments thereto (collectively, “Benefit Plans”) with respect to you
is hereby amended to the extent necessary to give effect to
provisions (1) and (2).





UST Sequence No. 9



 


 









 





John R. Koelmel

November 18, 2008

Page 2




In addition, the Company is required to review its Benefit Plans to ensure that they do not
encourage senior executive officers to take unnecessary and excessive risks that threaten the value
of the Company. To the extent any such review requires revisions to any Benefit Plan with respect
to you, you and the Company agree to negotiate such changes promptly and in good faith.




	 	(4)	 	Definitions and Interpretation. This letter shall be interpreted as follows:






	 	•	 	“Senior executive officer” means the Company’s “senior executive
officers” as defined in subsection 111(b)(3) of EESA.
	 
	 	•	 	“Golden parachute payment” is used with same
meaning as in Section 111(b)(2)(C) of EESA.
	 
	 	•	 	“EESA” means the Emergency Economic Stabilization Act of 2008 as implemented
by guidance or regulation issued by the Department of the Treasury and as published in
the Federal Register on October 20, 2008.
	 
	 	•	 	The term “Company” includes any entities treated as a single employer with
the Company under 31 C.F.R. §
30.1(b) (as in effect on the Closing Date). You are also
delivering a waiver pursuant to the Participation Agreement, and, as between the
Company and you, the term “employer” in that waiver will be deemed to mean the Company
as used in this letter.
	 
	 	•	 	The term “CPP Covered Period” shall be limited by, and interpreted in a
manner consistent with, 31 C.F.R.
§ 30.11 (as in effect on the Closing Date).
	 
	 	•	 	Provisions (1) and (2) of this letter are intended to, and will be
interpreted, administered and construed to, comply with Section 111 of EESA (and, to
the maximum extent consistent with the preceding, to permit operation of the Benefit
Plans in accordance with their terms before giving effect to this letter).






	 	(5)	 	Miscellaneous. To the extent not subject to federal law, this letter will be
governed by and construed in accordance with the laws of New York. This letter may be
executed in two or more counterparts, each of which will be deemed to be an original. A
signature transmitted by facsimile will be deemed an original signature.





UST
Sequence No. 9



 


 









 





John R.
Koelmel

November 18, 2008

Page 3




The Board appreciates the concessions you are making and looks forward to your continued
leadership during these financially turbulent times.



	 	 	 	 	 
	 	Yours sincerely,



FIRST NIAGARA FINANCIAL GROUP, INC.

 	 
	 	By:  	/s/ John Mineo
 	 
	 	 	Name:  	John Mineo 	 
	 	 	Title:  	Senior Vice President, General Counsel
and Corporate Secretary 	 



	 	 	 
	Intending to be legally bound, I agree with and
accept the foregoing terms on the date set
forth below.
	 	 
	 
	 	 
	/s/ John R. Koelmel
	 	 
	 

John R. Koelmel

	 	 
	Date: November 18, 2008
	 	 






UST Sequence No. 9