FIRST NIAGARA FINANCIAL GROUP, INC. (a Delaware corporation) 33,340,000 Shares of Common Stock ($0.01 Par Value Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2009 • First Niagara Financial Group Inc • Savings institutions, not federally chartered • New York
First Niagara Financial Group, Inc., a Delaware corporation (the “Company”), confirms its agreement with Keefe, Bruyette & Woods, Inc. and Sandler O’Neill & Partners, L.P., in their capacity as representatives (the “Representatives”) of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof) with respect to (i) the sale by the Company, and the purchase by the Underwriters, acting severally and not jointly, of the number of shares of common stock, $0.01 par value per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 5,001,000 additional shares of Common Stock to cover over-allotments, if any. The aforesaid 33,340,000 shares of Common Stock (the “Initial Securities”) to be
