First Niagara Financial Group, Inc. 52,941,176 Shares of Common Stock ($0.01 Par Value Per Share) Underwriting AgreementMerger Agreement • December 12th, 2011 • First Niagara Financial Group Inc • National commercial banks • New York
First Niagara Financial Group, Inc., a Delaware corporation (the “Company”), and Goldman, Sachs & Co., in its capacity as representative (the “Representative”) of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”) confirm their respective agreements, subject to the terms and conditions stated herein, 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 (the “Firm Shares”) of Common Stock, $0.01 par value per share, of the Company (the “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 3,970,588 additional shares (the “Option Shares”) of Common Stock. The aforementioned Firm Shares and Option Shares are hereinafter called, collectively, the “Shares.” Goldman, Sachs & Co., Sandler O’Neill & Partners, L.P., M
