REGISTRATION RIGHTS AGREEMENT

Exhibit 2.3

PRIVILEGED AND CONFIDENTIAL
WLRK DRAFT: 9/1/09

FIRST NIAGARA FINANCIAL GROUP, INC.

REGISTRATION RIGHTS AGREEMENT

Dated September 4, 2009

TABLE OF CONTENTS

REGISTRATION RIGHTS AGREEMENT

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

WHEREAS, the Company, the Purchaser and The PNC Financial Services Group, Inc., a Pennsylvania corporation, have entered into that certain Securities Purchase Agreement, dated as of April 6, 2009 (the “ Securities Purchase Agreement ”), pursuant to which the Purchaser will acquire from the Company $150,000,000 in principal amount of 12% Senior Notes due 2014 (the “ Senior Notes ”); and

WHEREAS, the parties’ entering into this Agreement is a condition to the respective obligations of the Purchaser to purchase and pay for the Senior Notes under the Securities Purchase Agreement;

NOW, THEREFORE, the Company and the Purchaser, intending to be legally bound, hereby agree, effective as of the date hereof, as follows:

The parties hereby agree as follows:

SECTION 1. Definitions.

As used in this Agreement, the following terms will have the following meanings:

“ Affiliate ” of any specified person means any other person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified person. For purposes of this definition, control of a person means the power, direct or indirect, to direct or cause the direction of the management and policies of such person whether by contract or otherwise; the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“ Agreement ” has the meaning set forth in the Preamble.

“ Beneficial Ownership ” by a Person of any securities includes ownership by any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 adopted by the SEC under the Exchange Act. The term “ Beneficially Own ” shall have a correlative meaning.

“ Business Day ” means a day, other than a Saturday or Sunday, that in the City of New York, is not a day on which banking institutions are authorized or required by law, regulation or executive order to close.

“ Compan y ” has the meaning set forth in the Preamble.

“ Demand Notice ” has the meaning set forth in Section 4.1.

“ Demand Registration ” has the meaning set forth in Section 4.1.

“ Demand Registration Statement ” has the meaning set forth in Section 4.1.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

“ Existing Shelf Registration Statement ” has the meaning set forth in Section 3.1(a).

“ Governmental Authority ” means the government of the United States of America or any state or other political subdivision thereof, or any other jurisdiction in which the Company or any subsidiary of the Company conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any subsidiary of the Company, or any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

“ Holder ” means a Person who owns, beneficially or otherwise, Registrable Securities.

“ Holders’ Representative ” means the Purchaser or any other Holder of a Majority of a class of Registrable Securities.

“ Indemnified Party ” shall have the meaning set forth in Section 7.3(a).

“ Indemnifying Party ” shall have the meaning set forth in Section 7.3(a).

“ Indenture ” means that certain Indenture, dated as of September 4, 2009, as supplemented by the First Supplemental Indenture, dated as of September 4, 2009, by and between the Company and The Bank of New York Mellon, as trustee, relating to the Senior Notes.

“ Majority ” means more than 50%.

“ Notice and Questionnaire ” means a written notice executed by a respective Holder and delivered to the Company containing the information required to be included in any Shelf Registration Statement regarding the applicable Holder seeking to sell Senior Notes thereunder pursuant thereto.

“ Person ” means any individual, partnership, corporation, limited liability company, firm, corporation, association, joint venture, trust or other entity, or any Governmental Authority.

“ Plan of Distribution ” has the meaning set forth in Section 5.2(e).

“ Prospectus ” means the prospectus included in a Shelf Registration Statement or Subsequent Shelf Registration Statement, as amended or supplemented by any prospectus

supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such prospectus.

“ Purchaser ” has the meaning set forth in the Preamble.

“ Registration Expenses ” has the meaning set forth in Section 6.1.

“ Registrable Securities ” means the Senior Notes acquired by the Purchaser pursuant to the Securities Purchase Agreement, as well as any securities of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to or in replacement generally of, such Senior Notes (or other Registrable Securities) and any securities issued in exchange for such Senior Notes (or other Registrable Securities) in any merger, reorganization, consolidation, share exchange, recapitalization, restructuring or other comparable transaction of the Company, until such Registrable Securities cease to be Registrable Securities in accordance with Section 2.1.

“ Registration Statement ” means any registration statement of the Company under the Securities Act, including a Shelf Registration Statement, a Subsequent Shelf Registration Statement or a Demand Registration Statement, which permits the public offering of any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“ SEC ” means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act and the Exchange Act.

“ Securities Act ” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

“ Securities Purchase Agreement ” has the meaning set forth in the Recitals to this Agreement.

“ Senior Notes ” has the meaning set forth in the Recitals to this Agreement.

“ Shelf Effectiveness Period ” has the meaning set forth in Section 3.1(c).

“ Shelf Registration Statement ” has the meaning set forth in Section 3.1(a).

“ Subsequent Shelf Registration Statement ” has the meaning set forth in Section 3.2.

“ Suspension Period ” has the meaning set forth in Section 5.2(b).

SECTION 2. Securities Subject to this Agreement.

Section 2.1 The securities entitled to the benefits of this Agreement are the Registrable Securities but, with respect to any particular Registrable Security, for only so long as such

security continues to be a Registrable Security as provided below. A Registrable Security shall cease to be a Registrable Security (i) when it has been disposed of in a transaction registered under the Securities Act, (ii) when it has been sold pursuant to Rule 144 under the Securities Act, (iii) an opinion of counsel to the Company (the form and scope of which shall be reasonably satisfactory to the holder of such Registrable Security) shall have been delivered to such holder, or an opinion of counsel to the holder of such Registrable Security (the form and scope of which shall be reasonably satisfactory to the Company), shall have been delivered to the Company, in either case to the effect that such Registrable Security may be publicly offered for sale in the United States without restriction as to manner of sale and amount of securities sold and without registration or other restriction under the Securities Act, and the Company shall have delivered replacement certificates for such securities that do not bear any restrictive legend; provided, however, that, prior to the date that is one year after the date of this Agreement, a Registrable Security shall in no event be deemed to have ceased to be a Registrable Security pursuant to this clause (iii), (iv) it has been sold or transferred in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee as specified in Section 9.4 or (v) following a notice of redemption issued pursuant to Section 4.02 of the Indenture, unless and until such notice is canceled by the Company pursuant to the terms of Section 4.02 of the Indenture.

Section 2.2 Without the prior written consent of the Holders of a Majority of the Registrable Securities, the Company will not enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. As of the date hereof, this Agreement is the only agreement with any holder of any securities of the Company which grants registration rights with respect to securities of the Company.

SECTION 3. Shelf Registration.

Section 3.1 In order to effect the registration and to permit the sale of the Registrable Securities in accordance with the intended method of disposition thereof the Company will (except as the Holders’ Representative may otherwise request pursuant to Section 4.1):

(a) as promptly as practicable after the date of this Agreement as can be accomplished given the best efforts by each of the Company, the Purchaser and their respective representatives to effect the appropriate disclosure, and in any event no later than the date that is 75 days after the date of this Agreement, prepare and file with the SEC a registration statement on Form S-3 or any comparable or successor form or forms (or to the extent the Company is not eligible to use Form S-3 or any comparable or successor form or forms, on Form S-1 or any comparable or successor form or forms) pursuant to Rule 415 under the Securities Act or any similar rule that may be adopted by the SEC (the “ Shelf Registration Statement ”), which Shelf Registration Statement shall provide for the registration and resales, on a continuous or delayed basis, of all Registrable Securities; provided , however , that before filing a registration statement or prospectus or prospectus supplement or any amendments or supplements thereto, the Company will furnish to each of the Holders named therein, draft copies of all such documents proposed to be filed a reasonable period prior to such filing, which documents

will be subject to the reasonable review and comment of each of such Holder and its agents and representatives, and the Company shall consider in good faith any comments on any such documents suggested by any of the foregoing persons; provided , further , that if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) at the time of filing of the Shelf Registration Statement with the SEC, such Shelf Registration Statement shall be designated by the Company as an automatic shelf registration statement (as defined in Rule 405 under the Securities Act); and provided , further , that the Company shall use its commercially reasonable efforts, for so long as there are Registrable Securities outstanding, to take such actions as are under its control to not become an ineligible issuer (as defined in Rule 405 under the Securities Act) and to remain a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) if it has such status as of the date of this Agreement or becomes eligible for such status in the future. Notwithstanding the foregoing, the Company’s obligation under this Section 3.1(a) to file a Shelf Registration Statement with respect to the Senior Notes shall be deemed satisfied by virtue of the Company’s previous filing of an automatically effective shelf registration statement on Form S-3ASR, as amended, (File No. 333-153640) to the extent that such shelf registration statement remains effective and not subject to any stop order suspending its effectiveness under the Securities Act and continues to provide for registration and resales of debt securities of the Company on a continuous or delayed basis (the “ Existing Shelf Registration Statement ”). References in this Agreement to the Shelf Registration Statement shall mean, as appropriate, the Existing Shelf Registration Statement and any post-effective amendments thereto.

(b) in the event that the Shelf Registration Statement is not an automatic shelf registration statement, use commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act by the SEC as promptly as practicable and in no event later than the date that is 180 days after the date of this Agreement; and

(c) use commercially reasonable efforts to keep the Shelf Registration Statement or any Subsequent Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act and by the provisions of Section 5.2 hereof to the extent necessary to ensure that (i) it is available for resales by the Holders named therein and (ii) conforms with the requirements of this Agreement and the Securities Act and the rules and regulations of the SEC promulgated thereunder as announced from time to time, until the date on which all Registrable Securities registered on the Shelf Registration Statement have been sold or have ceased to be Registrable Securities (the “ Shelf Effectiveness Period ”).

Section 3.2 If the Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Shelf Effectiveness Period (other than because all Registrable Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Registrable Securities), the Company shall use commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a “ Subsequent Shelf

Registration Statement ”). If a Subsequent Shelf Registration Statement is filed, to the extent the Shelf Registration Statement is not automatically effective upon filing, the Company shall use commercially reasonable efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is practicable and in any event no later than 75 days after such filing and to keep such Subsequent Shelf Registration Statement (or other Subsequent Shelf Registration Statement) continuously effective until the end of the Shelf Effectiveness Period.

Section 3.3 At the time the Shelf Registration Statement or any Subsequent Shelf Registration Statement is declared effective, if applicable, or at the time that supplements to the Existing Shelf Registration Statement are filed with the SEC, or any Subsequent Shelf Registration Statement is filed with the SEC if it is automatically effective, each Holder that has delivered a Notice and Questionnaire to the Company on or prior to the date that is five (5) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law.

Section 3.4 The Company shall use commercially reasonable efforts to, on a timely basis, supplement and amend the Shelf Registration Statement or any Subsequent Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or any Subsequent Shelf Registration Statement, if required by the Securities Act or as reasonably requested by any Holder covered by such Shelf Registration Statement.

Section 3.5 Each Holder agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement or a Subsequent Shelf Registration Statement and related Prospectus, it will do so in accordance with this Section 3.5 and Section 5.2. Each Holder wishing to sell Registrable Securities pursuant to a Shelf Registration Statement or any Subsequent Shelf Registration Statement and related Prospectus, whether in an underwritten offering or otherwise, agrees to deliver a Notice and Questionnaire to the Company at least ten (10) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement or a Subsequent Shelf Registration Statement, it being agreed that if any Holder intends to distribute any Registrable Securities by means of an underwritten offering it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 5.2(j). From and after the date the Shelf Registration Statement or a Subsequent Shelf Registration Statement is declared effective the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered to it, and in any event upon the later of (x) fifteen (15) Business Days after such date (but no earlier than the fifteenth (15th) Business Days after effectiveness) or (y) fifteen (15) Business Days after the expiration of any Suspension Period in effect when the Notice and Questionnaire is delivered or put into effect within fifteen (15) Business Days of such delivery date:

(a) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any

document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable;

(b) provide such Holder copies of any documents filed pursuant to Section 3.5(a); and

(c) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 3.5(a);

provided that, if such Notice and Questionnaire is delivered during a Suspension Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (a), (b) and (c) above upon expiration of the Suspension Period in accordance with Section 5.2. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that has not delivered a Notice and Questionnaire to the Company as a selling securityholder in any Shelf Registration Statement or related Prospectus.

SECTION 4. Demand Registration.

Section 4.1 If the Company is unable to file, cause to be effective or maintain the effectiveness of a Shelf Registration Statement or Subsequent Shelf Registration Statement as required under Section 3, the Holders’ Representative shall have the right by delivering a written notice to the Company (a “ Demand Notice ”) to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act, the number of Registrable Securities Beneficially Owned by any Holders and requested by such Demand Notice to be so registered (a “ Demand Registration ”); provided , however , that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by the Holders’ Representative is reasonably expected to result in aggregate gross cash proceeds in excess of $15,000,000 (without regard to any underwriting discount or commission). A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities, it being agreed that if any Holder intends to distribute any Registrable Securities by means of an underwritten offering it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 5.2(j). Following receipt of a Demand Notice, the Company shall use its commercially reasonable efforts to file, as promptly as practicable as can be accomplished given the best efforts by both the Company, the Holders and their respective representatives to effect the appropriate disclosure, and in any event no later than 75 days after the date of such Demand Notice (subject to Section 5.2(b) hereof), a registration statement on Form S-3 or any comparable or successor form or forms (or to the extent the

Company is not eligible to use Form S-3 or any comparable or successor form or forms, on Form S-1 or any comparable or successor form or forms), relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof in accordance with the methods of distribution elected by such Holders (a “ Demand Registration Statement ”) and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof and in no event later than the date that is 180 days after the date of such Demand Notice.

Section 4.2 In th