SECURITIES PURCHASE AGREEMENT

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

by and among

THE PNC FINANCIAL SERVICES GROUP, INC.,

NATIONAL CITY BANK

and

FIRST NIAGARA FINANCIAL GROUP, INC.

Dated as of April 6, 2009

TABLE OF CONTENTS

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (the “ Agreement ”), dated as of April 6, 2009, by and among The PNC Financial Services Group, Inc., a corporation organized under the laws of the Commonwealth of Pennsylvania (“ PNC ”), National City Bank, a national banking association organized under the laws of the United States (“ NCB ,” and together with PNC, “ Purchasers ”), and First Niagara Financial Group, Inc., a Delaware corporation (the “ Company ”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article I.

WHEREAS, simultaneous with the entry into this Agreement, Purchasers and the Company are entering into that certain Purchase and Assumption Agreement (the “ P&A Agreement ”) with respect to the sale by NCB and assumption by the Company of certain banking operations of NCB in the Commonwealth of Pennsylvania;

WHEREAS, subject to the terms and conditions of this Agreement, PNC has agreed to purchase from the Company, and, if it so elects, the Company will sell to PNC, shares of Common Stock (as defined below);

WHEREAS, subject to the terms and conditions of this Agreement, NCB has agreed to purchase from the Company, and, if it so elects, the Company will issue to NCB, Senior Notes (as defined below);

WHEREAS, the Company and Purchasers desire to set forth certain agreements herein.

NOW THEREFORE, in consideration of the premises and the representations, warranties and agreements herein contained and intending to be legally bound hereby, the parties hereby agree as follows:

ARTICLE I

Definitions

Section 1.01. Definitions . As used in this Agreement, the following terms shall have the meanings set forth below:

“ Affiliate ” means, with respect to any person, any other person directly or indirectly controlling, controlled by or under common control with such person; provided that for purposes of this Agreement, BlackRock, Inc. and its subsidiaries shall not be deemed to be Affiliates of Purchasers. As used in this definition, the term “person” shall be broadly interpreted to include, without limitation, any corporation, company, partnership and individual or group.

“ Aggregate Notes Principal Amount ” shall have the meaning set forth in Section 2.01.

“ Agreement ” shall have the meaning set forth in the preamble hereto.

“ Ancillary Documents ” means the Registration and Exchange Rights Agreement, the Indenture and the Senior Notes.

“ Beneficially Own ” and “ Beneficial Owner ” shall have the meaning set forth in Section 4.04(b).

“ Blackout Release Date ” means the earlier of (i) the date that PNC shall have ceased to have Beneficial Ownership of Common Stock and (ii) the date that the Company shall have filed with the SEC its form 10-Q with respect to the quarterly period ended September 30, 2009.

“ Business Day ” means any day, other than a Saturday, Sunday or a day on which banking institutions in the City of New York, New York are authorized or obligated by law or executive order to close.

“ Change of Control ” means: (i) Any Person becomes the Beneficial Owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then-outstanding shares of Common Stock or (B) the combined voting power of the then-outstanding Voting Securities; provided, however, that, for purposes of this Section 1(d), the following acquisitions shall not constitute a Change of Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate;

(ii) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “ Business Combination ”), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Common Stock and the Voting Securities outstanding immediately prior to such Business Combination Beneficially Own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the then-outstanding Common Stock and Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(iii) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

“ Closing ” and “ Closing Date ” shall have the meanings set forth in Section 2.02(a).

“ Code ” means the United States Internal Revenue Code of 1986, as amended.

“ Common Share Number ” means 6,818,182 or such lesser number (which may be zero) as the Company may elect by written notice to PNC not later than five (5) calendar days prior to the Closing Date; provided that, except as PNC may otherwise agree by written notice to the Company, the Common Share Number shall not exceed the Maximum Common Share Number.

“ Common Share Reference Price ” means the volume-weighted average of the trading sale prices per share of Common Stock as reported on the NASDAQ during the Reference Period.

“ Common Stock Purchase Price ” shall have the meaning set forth in Section 2.01.

“ Common Stock ” shall have the meaning set forth in Section 3.01(e).

“ Company ” shall have the meaning set forth in the preamble hereto.

“ Company Bylaws ” means the amended and restated bylaws of the Company.

“ Company Certificate ” means the certificate of incorporation of the Company.

“ Company Cumulative Preferred Stock ” shall have the meaning set forth in Section 3.01(e).

“ Company Disclosure Schedule ” shall have the meaning set forth in Section 3.01.

“ Company Indemnitees ” shall have the meaning set forth in Section 6.09(b).

“ Company Plans ” means all material compensation or employee benefit plans, programs, policies, agreements or other arrangements, whether or not “employee benefit plans” (within the meaning of Section 3(3) of ERISA), providing cash or equity-based incentives, health, medical, dental, disability, accident or life insurance benefits or vacation, severance, retirement, pension, savings, or other employee benefits, that are sponsored, maintained or contributed to by the Company or any of its Affiliates for the benefit of current or former employees or directors of the Company or any of its Affiliates and all employee agreements providing compensation, vacation, severance or other benefits to any current or former officer or employee of the Company or any of its Affiliates.

“ DGCL ” means the Delaware General Corporation Law.

“ Environmental Law ” means any federal, state, or local law, statute, rule, regulation, code, rule of common law, order, judgment, decree, injunction or agreement with any federal, state, or local governmental authority, (a) relating to the protection, preservation or restoration of the environment (including, without limitation, air, water vapor, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource) or to human health or safety or (b) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of hazardous substances, in each case as amended and now in effect. Environmental Laws include, without limitation, the Clean Air Act (42 USC §7401 et seq .); the Comprehensive Environmental Response Compensation and Liability Act (42 USC §9601 et seq .); the Resource Conservation and Recovery Act (42 USC §6901 et seq .); the Federal Water Pollution Control Act (33 USC §1251 et seq .); and the Occupational Safety and Health Act (29 USC §651 et seq .).

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

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

“ FDIC ” means the Federal Deposit Insurance Corporation.

“ Federal Reserve Board ” means the Board of Governors of the Federal Reserve System.

“ FNB ” means First Niagara Bank, a federally chartered stock savings association, organized under federal law.

“ GAAP ” means generally accepted accounting principles in the United States of America as of the date hereof.

“ Indemnified Party ” shall have the meaning set forth in Section 6.09(c).

“ Indemnifying Party ” shall have the meaning set forth in Section 6.09(c).

“ Indenture” shall have the meaning set forth in Exhibit B.

“ Information ” shall have the meaning set forth in Section 6.07.

“ Intellectual Property ” means trademarks, service marks, brand names, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application; inventions, discoveries and ideas, whether patentable or not, in any jurisdiction; patents, applications for patents (including divisions, continuations, continuations in part and renewal applications) and any renewals, extensions or reissues thereof, in any

jurisdiction; nonpublic information, trade secrets and confidential information and rights in any jurisdiction to limit the use or disclosure thereof by any person; writings and other works, whether copyrightable or not, in any jurisdiction; and registrations or applications for registration of copyrights in any jurisdiction and any renewals or extensions thereof; and any similar intellectual property or proprietary rights.

“ IRS ” shall have the meaning set forth in Section 3.01(l).

“ Loss ” shall have the meaning set forth in Section 6.09(a).

“ Material Adverse Effect ” means any material adverse effect on (a) the financial condition, results of operations, assets, liabilities or business of the Company and its Subsidiaries taken as a whole ( provided , however , that, with respect to this clause (a), a “Material Adverse Effect” shall not be deemed to include any effects to the extent arising out of or resulting from (i) changes, after the date hereof, in GAAP or regulatory accounting requirements applicable to banks or savings associations and their holding companies generally, (ii) changes, after the date hereof, in laws, rules or regulations of general applicability or interpretations thereof by Governmental Entities, (iii) actions or omissions of the Company taken with the prior written consent of Purchasers, (iv) changes, after the date hereof, in general economic or market conditions generally affecting the other companies in the industries in which the Company and its Subsidiaries operate or (v) the consummation of the transactions contemplated by the P&A Agreement, except, with respect to clauses (i), (ii) and (iv), to the extent that the effects of such changes are disproportionately adverse to the financial condition, results of operations, assets, liabilities or business of the Company and its Subsidiaries, taken as a whole), (b) the ability of the Company to perform its obligations under this Agreement or the Ancillary Documents or (c) the validity or enforceability of this Agreement or any of the Ancillary Documents or the rights or remedies of Purchasers hereunder and thereunder.

“ Maximum Common Share Number ” means the lesser of (A) 6,818,182 and (B) the quotient, rounded up to the nearest whole number, of (x) $75 million divided by (y) the Common Share Reference Price.

“ NASDAQ ” means the NASDAQ Stock Market LLC.

“ OTS ” means the Office of Thrift Supervision.

“ P&A Agreement ” shall have the meaning set forth in the recitals hereto.

“ PBGC ” shall have the meaning set forth in Section 3.01(k)(i).

“ Person ” or “ person ” means an individual, corporation, limited liability company, association, partnership, group (as such term is used in Section 13(d)(3) of the Exchange Act), trust, joint venture, business trust or unincorporated organization, or a government or any agency or political subdivision thereof.

“ PNC ” shall have the meaning set forth in the preamble hereto.

“ Purchaser Indemnitee ” shall have the meaning set forth in Section 6.09(a).

“ Purchaser Information ” means information with respect to a Purchaser and its Affiliates or any of their respective officers and directors that is provided to the Company by a Purchaser or any of its representatives specifically for inclusion in any of the Regulatory Filings.

“ Purchasers ” shall have the meaning set forth in the preamble hereto.

“ Reference Period ” means the five consecutive trading days during which the shares of Common Stock are traded on the NASDAQ ending on the calendar day immediately prior to the Closing Date, or if such calendar day is not a trading day, then ending on the trading day immediately preceding such calendar day

“ Registration and Exchange Rights Agreement ” means a registration and exchange rights agreement with respect to the Senior Notes executed by the Company and NCB and containing the terms set forth hereto in Exhibit A .

“ Regulatory Authority ” means any federal or state banking, other regulatory, self-regulatory or enforcement authority or any court, administrative agency or commission or other governmental authority or instrumentality.

“ Regulatory Filings ” shall have the meaning set forth in Section 3.01(o).

“ Reports ” shall have the meaning set forth in Section 3.01(f).

“ SEC ” means the United States Securities and Exchange Commission.

“ Securities ” means the Common Stock and the Senior Notes.

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

“ Senior Notes ” means 12% Senior Notes due 2014 of the Company having such terms as are set forth on Exhibit B hereto.

“ Subsidiary ” means, with respect to any Person, any other Person of which 50% or more of the shares of the voting securities or other voting interests are owned or controlled, or the ability to select or elect 50% or more of the directors or similar managers is held, directly or indirectly, by such first Person or one or more of its Subsidiaries, or by such first Person, or by such first Person and one or more of its Subsidiaries.

“ Tax ” or “ Taxes ” means all federal, state, local, and foreign income, excise, gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, whether computed on a separate or consolidated, unitary or combined basis or in any other manner, whether disputed or not and including any obligation to indemnify or otherwise assume or succeed to the tax liability of another person, together with all penalties and additions to tax and interest thereon.

“ Tax Return ” means a report, return or other information (including any amendments) required to be supplied to a Regulatory Authority with respect to Taxes including, where permitted or required, combined or consolidated returns for any group of entities that includes the Company or any of its Subsidiaries.

“ Transactions ” shall have the meaning set forth in Section 3.01(c).

“ Voting Debt ” shall have the meaning set forth in Section 3.01(e).

“ Voting Securities ” shall have the meaning set forth in Section 4.04(b).

Section 1.02. General Interpretive Principles . Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders. The name assigned this Agreement and the section captions used herein are for convenience of reference only and shall not be construed to affect the meaning, construction or effect hereof. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Unless otherwise specified, the terms “hereto,” “hereof,” “herein” and similar terms refer to this Agreement as a whole (including the exhibits, schedules and disclosure statements hereto), and references herein to Articles or Sections refer to Articles or Sections of this Agreement.

ARTICLE II

Sale and Purchase of the Securities

Section 2.01. Sale and Purchase of the Securities . Subject to all of the terms and conditions of this Agreement, and in reliance upon the representations and warranties hereinafter set forth, at the Closing (as defined below), (a) the Company may elect to sell to PNC, and, upon such election, PNC will purchase from the Company, a number of shares of Common Stock equal to the Common Share Number, for an aggregate purchase price equal to the product of (x) the Common Share Number and (y) the Common Share Reference Price (the “ Common Stock Purchase Price ”) and (b) NCB will purchase from the Company at par Senior Notes in an aggregate principal amount (rounded up to the nearest whole $1,000) (the “ Aggregate Notes Principal Amount ”) equal to (A) (x) $150,000,000 minus (y) the Common Stock Purchase Price or (B) such lesser aggregate principal amount (which may be zero) as the Company may elect by written notice to PNC not later than five (5) calendar days prior to the Closing Date.

Section 2.02. Closing . (a) Subject to the satisfaction or waiver of the conditions set forth in this Agreement, the purchase and sale of the Common Stock hereunder and the issuance of the Senior Notes hereunder (the “ Closing ”) shall take place at the offices of PNC at One PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania. The Closing shall take place concurrently with the closing of the transactions contemplated by the P&A Agreement (the date that the Closing occurs, the “ Closing Date ”).

(b) At the Closing: (i) the Company will deliver to PNC a number of shares of Common Stock equal to the Common Share Number, in certificated or book entry form as the parties shall agree; (ii) the Company will issue to NCB the Senior Notes in certificated or book entry form as the parties shall agree, having an aggregate principal amount equal to the Aggregate Notes Principal Amount; (iii) PNC, in full payment for the Common Stock, will deliver or cause to be delivered to the Company immediately available funds, by wire transfer to such account as the Company shall specify, in the amount of the Common Stock Purchase Price; (iv) NCB, in full payment for the Senior Notes, will deliver or cause to be delivered to the Company immediately available funds, by wire transfer to such account as the Company shall specify, in an amount equal to the Aggregate Notes Principal Amount; and (v) each party shall take or cause to happen such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article V.

ARTICLE III

Representations and Warranties

Section 3.01. Representations and Warranties of the Company . Except as disclosed in the Reports filed with or furnished to the SEC by the Company prior to the date hereof (excluding any risk factor disclosures contained in such documents under the heading “Risk Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer or other statements that are similarly non-specific and are predictive or forward-looking in nature) or in the disclosure schedule (the “ Company Disclosure Schedule ”) delivered by the Company to Purchasers at or prior to the execution of this Agreement, the Company represents and warrants to, and agrees with, Purchasers as follows:

(a)  Organization and Good Standing of the Company; Organizational Documents . (i) The Company is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly registered as a savings and loan holding company under the Home Owners Loan Act, as amended, and has all requisite corporate power and authority and governmental authorizations to own, operate and lease its properties and to carry on its business as it is being conducted on the date of this Agreement. The Company is duly licensed or qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, except where the failure to be so licensed or qualified in any such jurisdiction would not reasonably be expected to have a Material Adverse Effect. True, complete and correct copies of the Company Certificate and the Company Bylaws, as in effect as of the date of this Agreement, have previously been made available to Purchasers.

(b)  Organization and Good Standing of Subsidiaries . Each Subsidiary of the Company is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has all requisite corporate power and authority and governmental authorizations to own, operate and lease its properties and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, except where the failure to be so authorized, licensed or qualified in any such jurisdiction, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. The deposit accounts of FNB are insured by the FDIC to the fullest extent permitted by the Federal Deposit Insurance Act and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due.

(c) Authorization; No Conflicts .

(i) The Company has full corporate power and authority to execute and deliver this Agreement and the Ancillary Documents to which it is a party and to consummate the transactions contemplated hereby and thereby (the “ Transactions ”). The execution, delivery and performance by the Company of this Agreement and each Ancillary Document to which it is a party and the consummation of the Transactions have been duly authorized by the Board of Directors of the Company. No other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance by the Company of this Agreement and each Ancillary Document and consummation of the Transactions. This Agreement has been, and at or prior to the Closing, each Ancillary Document to which it is a party will be, duly and validly executed and delivered by the Company. This Agreement is, and upon its execution at or prior to the Closing each Ancillary Document to which it is a party will be, a valid and binding obligation of the Company, enforceable against it in accordance with its terms.

(ii) The execution, delivery and performance of this Agreement and the Ancillary Documents to which it is a party, the consummation by the Company of the Transactions and the compliance by the Company with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both would constitute a default) under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the Company Certificate, the Company Bylaws or the certificate of incorporation, charter, by-laws or other governing instrument of any Subsidiary of the Company or (B) any mortgage, note, indenture, deed of trust, lease, loan agreement or other agreement or instrument or any permit, concession, grant, franchise, license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than any such conflict, violation, breach, default, termination and acceleration under clause (B) that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(d)  Consents . No consent, approval, order or authorization of, or registration, declaration or filing with, any Regulatory Authority is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the Ancillary Documents to which it is a party and the consummation by the Company of the Transactions.

(e) Capitalization .

(i) The authorized capital stock of the Company consists of (A) 250,000,000 shares of Common Stock, par value $0.01 per share, of the Company (the “ Common Stock ”) and (B) 50,000,000 shares of Preferred Stock, par value $0.01 per share, of the Company, of which 184,011 shares have been designated as Fixed Rate Cumulative Preferred Stock, par value $0.01 per share, of the Company (the “ Company Cumulative Preferred Stock ”). As of March 25, 2009, (A) 118,687,368 shares of Common Stock were issued and outstanding, (B) 184,011 shares of Company Cumulative Preferred Stock were issued and outstanding, (C) 6,731,893 shares of Common Stock were held by the Company in its treasury, (D) 3,743,081 shares of Common Stock were reserved for issuance in connection with employee benefit, stock option and dividend reinvestment and stock purchase plans, and (E) 1,906,091 shares of Common Stock were reserved for issuance in connection with warrants held by the United States Department of the Treasury pursuant to the Capital Purchase Program under the Troubled Assets Relief Program. All of the issued and outstanding shares of the Company’s capital stock have been duly and validly authorized and issued and are fully paid and nonassessable, and are not subject to preemptive rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote (“ Voting Debt ”) are issued and outstanding. Other than as set forth in this subsection (e) or pursuant to this Agreement (1) no equity securities or Voting Debt of the Company are or may be required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any character whatsoever, (2) there are outstanding no securities or rights convertible into or exchangeable for any equity securities or Voting Debt of the Company and (3) there are no contracts, commitments, understandings or arrangements by which the Company is bound to issue additional equity securities or Voting Debt or options, warrants or rights to purchase or acquire any additional equity securities or Voting Debt.

(ii) All of the issued and outstanding shares of capital stock or other equity ownership interests of each Subsidiary of the Company are owned by the Company, directly or indirectly, free and clear of any material liens, pledges, charges and security interests and similar encumbrances, and all of such shares or equity ownership interests have been duly and validly authorized and issued and are fully paid and nonassessable, and are not subject to preemptive rights. No Subsidiary of the Company has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary.

(f) Reports; Financial Statements; Controls .

(i) Since December 31, 2007, the Company and each of its Subsidiaries have timely filed all reports, registration statements, proxy statements and other materials, together with any amendments required to be made with respect thereto, that were required to be filed with (A) the SEC under the Securities Act or the Exchange Act, (B) the OTS, (C) the FDIC and (D) any other federal, state or foreign Regulatory Authority (all such reports and statements are collectively referred to herein as the “ Reports ”), and have paid all fees and assessments due and payable in connection therewith. As of their

respective dates, the Reports complied in all material respects with all of the statutes and published rules and regulations enforced or promulgated by the regulatory authority with which they were filed and (A) with respect to Reports furnished or filed with the SEC, did not as of the date of furnishing or filing thereof with the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (B) with respect to all other Reports, were complete and accurate in all material respects as of their respective dates. There are no facts existing as of the date hereof peculiar to the Company or any of its Subsidiaries that the Company has not disclosed in the Reports or to Purchasers in writing that, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Sections 302 or 906 of the Sarbanes-Oxley Act of 2002.

(ii) Each of the consolidated statements of condition and the related consolidated statements of income, changes in stockholders’ equity and cash flows, included in the Reports filed with the SEC under the Exchange Act (A) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (B) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates shown and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, subject, in the case of any unaudited financial statements, to normal recurring year-end audit adjustments, (C) complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and (D) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth in the notes thereto.

(iii) The records, systems, controls, data and information of the Company and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below in this Section 3.1(f)(iii). The Company (A) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Board of Directors of the Company (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. As of the date hereof, to

the knowledge of the Company, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, without qualification, when next due. Since December 31, 2006, (A) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company.

(g)  Absence of Certain Changes . Since December 31, 2008 until the date hereof, (i) the Company and its Subsidiaries have conducted their respective businesses in all material respects in the ordinary course, consistent with prior practice, (ii) except for publicly disclosed ordinary dividends on the Common Stock, the Company has not made or declared any distribution in cash or in kind to its stockholders or issued or repurchased any shares of its capital stock or other equity interests and (iii) no event or events have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.

(h)  No Undisclosed Liabilities, etc . Neither the Company nor its Subsidiaries has any liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) which are not fully reflected or reserved against in the financial statements described in Section 3.01(f), except for liabilities that have arisen since December 31, 2008 in the ordinary and usual course of business and consistent with past practice and that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

(i)  Compliance with Applicable Law . Each of the Company and its Subsidiaries holds all licenses, franchises, permits and authorizations necessary for the lawful conduct of its business under, and has complied in all material respects and is not in default or violation in any respect of, any law, statute, order, rule, regulation, policy or guideline of any federal, state or local governmental authority applicable to the Company or such Subsidiary.

(j)  Legal Proceedings . Neither the Company nor any of its Subsidiaries is a party to any, and there are no pending, or to the knowledge of the Company, threatened, legal, administrative, arbitral or other proceedings, claims, actions or governmental investigations of any nature against the Company or any of its Subsidiaries or to which any of their assets are subject (i) that, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect or (ii) relating to or which challenges the validity or propriety of the Transactions. Neither the Company nor any of its Subsidiaries

is subject to any order, judgment, decree, agreement or memorandum of understanding with, or commitment letter or similar submission to, any federal or state regulatory agency or authority charged with the supervision or regulation of depository institutions, nor has any of them been advised by any such agency or authority that it is contemplating issuing or requesting any such order, decree, agreement, memorandum of understanding, commitment letter or submission, in each case which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, (i) there is no unresolved violation, criticism or exception by any Regulatory Authority with respect to any Report or relating to any examinations or inspections of the Company or any of its Subsidiaries and (ii) since December 31, 2006, there has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Authority with respect to the business, operations, policies or procedures of the Company or any of its Subsidiaries.

(k) ERISA .

(i) Each Company Plan has been m