FIRST NIAGARA FINANCIAL GROUP

Niagara Bancorp is a Delaware corporation, formed to be the holding company of the Bank. After the reorganization, Niagara Bancorp will own all of the Bank's common stock. Purchasers in the offering will own 45.4% of Niagara Bancorp's common stock, the charitable foundation will own 1.3% of the shares of Niagara Bancorp common stock, and the Mutual Company will own 53.3% of the shares of Niagara Bancorp common stock. Although these percentages may change in the future, the Mutual Company must always own a majority of Niagara Bancorp common stock. The holding company structure will provide us greater flexibility in terms of operations, expansion and diversification.