Exhibit 99.2

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL INFORMATION
RELATING TO THE HARLEYSVILLE AND NEWALLIANCE MERGERS

The unaudited pro forma combined condensed consolidated financial information has been prepared using the acquisition method of accounting, giving effect to First Niagara’s April 9, 2010 merger with Harleysville and First Niagara’s April 15, 2011 merger with NewAlliance. The unaudited pro forma combined condensed consolidated statement of financial condition combines the historical financial information of First Niagara and NewAlliance as of December 31, 2010, and assumes that the merger was completed on that date. As the Harleysville merger was completed on April 9, 2010, the impact of that merger is included in First Niagara’s financial condition as of December 31, 2010. The unaudited pro forma combined condensed consolidated statement of operations gives effect to the Harleysville and NewAlliance mergers as if both mergers had been completed on January 1, 2010.

The historical condensed consolidated statement of operations for First Niagara for the year ended December 31, 2010 includes the actual results related to Harleysville from the date of the merger through December 31, 2010. The historical condensed consolidated statement of operations for Harleysville for the year ended December 31, 2010 includes only actual results from January 1, 2010 through April 9, 2010. The unaudited pro forma combined condensed consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations or financial condition had the mergers been completed on the dates described above, nor is it necessarily indicative of the results of operations in future periods or the future financial position of the combined entities.

The pro forma financial information includes estimated adjustments to record assets and liabilities of NewAlliance at their respective fair values and represents First Niagara’s estimates based on available information. The pro forma adjustments included herein are subject to change as additional information becomes available and additional analyses are performed. The final allocation of the purchase price will be determined after thorough analyses to determine the fair value of NewAlliance’s tangible and identifiable intangible assets and liabilities as of the date the merger was completed. Increases or decreases in the estimated fair values of the net assets as compared with the information shown in the unaudited pro forma combined condensed consolidated financial information may change the amount of the purchase price allocated to goodwill and other assets and liabilities and may impact First Niagara’s statement of operations due to adjustments in yield and/or amortization of the adjusted assets or liabilities. The final adjustments may be materially different from the unaudited pro forma adjustments presented herein.

First Niagara anticipates that the merger with NewAlliance will provide the combined company with financial benefits that include reduced operating expenses. The pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings or opportunities to earn additional revenue and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had our companies been combined during these periods.

The unaudited pro forma combined condensed consolidated financial information has been derived from and should be read in conjunction with the historical consolidated financial statements and the related notes of First Niagara, NewAlliance and Harleysville, which are incorporated in the document by reference.

The unaudited pro forma stockholders’ equity and net income are qualified by the statements set forth under this caption and should not be considered indicative of the market value of First Niagara’s common stock or the actual or future results of operations of First Niagara for any period. Actual results may be materially different than the pro forma information presented.

Unaudited Pro Forma Combined Condensed Consolidated Statement of Financial Condition
As of December 31, 2010

			NewAlliance Merger
	First Niagara		NewAlliance		Pro forma merger			First Niagara
	historical		historical		adjustments			pro forma
	(in thousands)
Assets:
Cash and cash equivalents	$	213,820	$	133,538	$	203,070	(1)	$	550,428
Investment securities		8,498,979		2,948,576		(463,307	)(2)		10,984,248
Loans held for sale		37,977		43,290		—			81,267
Loans		10,483,414		5,091,216		(81,950	)(3)		15,492,680
Less: Allowance for credit losses		95,354		55,223		(55,223	)(3)		95,354
Net loans and leases		10,388,060		5,035,993		(26,727	)		15,397,326
Bank-owned life insurance		230,718		136,668		—			367,386
Premises and equipment, net		217,555		59,731		26,380	(4)		303,666
Goodwill		1,023,977		527,167		138,158	(5)		1,689,302
Other identifiable intangibles		90,167		27,548		(3,748	)(6)		113,967
Other assets		382,600		115,337		41,001	(7)		538,938
Total assets	$	21,083,853	$	9,027,848	$	(85,173	)	$	30,026,528
Liabilities and stockholders’ equity:
Savings	$	1,235,004	$	1,679,821	$	—		$	2,914,825
Interest-bearing checking		1,705,537		408,432		—			2,113,969
Money market deposit accounts		4,919,014		1,019,592		—			5,938,606
Noninterest-bearing		1,989,505		617,039		—			2,606,544
Certificates of deposit		3,299,784		1,514,491		29,078	(8)		4,843,353
Total deposits		13,148,844		5,239,375		29,078			18,417,297
Borrowings		4,893,474		2,242,579		63,814	(9)		7,199,867
Other liabilities		276,465		86,922		—			363,387
Total liabilities		18,318,783		7,568,876		92,892			25,980,551
Stockholders’ equity		2,765,070		1,458,972		(178,065	)(10)		4,045,977
Total liabilities and stockholders’ equity	$	21,083,853	$	9,027,848	$	(85,173	)	$	30,026,528

Unaudited Pro Forma Combined Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2010

																Pro forma
			Harleysville						Pro forma		NewAlliance					combined
						Pro forma			combined				Pro forma			First Niagara/
	First Niagara		Harleysville			merger			First Niagara/		NewAlliance		merger			Harleysville/
	historical		historical			adjustments			Harleysville		historical		adjustments			NewAlliance
	(in thousands, except per share amounts)
Interest income:
Loans and leases	$	495,989	$	40,387		$	2,166	(11)	$	538,542	$	251,709	$	(16,419)	(11)	$	773,832
Investment securities and other		249,599		12,093			14	(11)		261,706		99,103		(11,165)	(11)		349,644
Total interest income		745,588		52,480			2,180			800,248		350,812		(27,584	)		1,123,476
Interest expense:
Deposits		71,150		15,134			(4,293	)(11)		81,991		50,608		(16,218)	(11)		116,381
Borrowings		76,684		8,093			(3,953	)(11)		80,824		65,917		(25,326	)(11)		121,415
Total interest expense		147,834		23,227			(8,246	)		162,815		116,525		(41,544	)		237,796
Net interest income		597,754		29,253			10,426			637,433		234,287		13,960			885,680
Provision for credit losses		48,631		14,740			—	(12)		63,371		17,000		—	(12)		80,371
Net interest income after provision for credit losses		549,123		14,513			10,426			574,062		217,287		13,960			805,309
Noninterest income:
Banking services		80,773		3,958			—			84,731		28,159		—			112,890
Insurance and benefits consulting		51,634		—			—			51,634		—		—			51,634
Mortgage banking		12,230		1,404			—			13,634		3,702		—			17,336
Lending and leasing		11,449		—			—			11,449		2,348		—			13,797
Wealth management services		19,838		4,303			—			24,141		11,950		—			36,091
Bank owned life insurance		7,261		824			—			8,085		5,934		—			14,019
Other		3,430		2,826			—			6,256		9,068		—			15,324
Total noninterest income		186,615		13,315			—	(13)		199,930		61,161		—	(13)		261,091
Noninterest expense:
Salaries and employee benefits		246,619		18,142			—			264,761		95,642		—			360,403
Occupancy and equipment		54,964		5,869			339	(14)		61,172		23,504		5,276	(14)		89,952
Technology and communications		45,698		—			—			45,698		—		—			45,698
Federal deposit insurance premiums		18,923		3,689			—			22,612		7,620		—			30,232
Marketing and advertising		18,388		—			—			18,388		6,015		—			24,403
Amortization of core deposit and other intangibles		19,458		1,228			1,316	(15)		22,002		7,811		6,800	(15)		36,613
Professional services		18,528		2,822			—			21,350		18,810		—			40,160
Merger and acquisition integration expenses		41,655		—			(34,134	)(16)		7,521		12,325		(18,639	)(16)		1,207
Other		59,095		7,885			993			67,973		15,282		—	(17)		83,255
Total noninterest expense		523,328		39,635			(31,486	)(18)		531,477		187,009		(6,563	)(18)		711,923
Income (loss) before income taxes		212,410		(11,807	)		41,912			242,515		91,439		20,523			354,477
Income tax expense (benefit)		72,057		(2,846	)		15,927	(19)		85,138		33,471		7,799	(19)		126,408
Net income (loss)	$	140,353	$	(8,961	)	$	25,985		$	157,377	$	57,968	$	12,724		$	228,069
Earnings per common share:
Basic	$	0.70	$	(0.21	)				$	0.76	$	0.59				$	0.76
Diluted	$	0.70	$	(0.21	)				$	0.76	$	0.59				$	0.76
Weighted average common shares outstanding:
Basic		200,274		43,139			(37,593	)(20)		205,820		98,515		(5,320	)(21)		299,015
Diluted		200,596		43,139			(37,593	)(20)		206,142		98,784		(5,334	)(21)		299,592

(See “Notes to the Unaudited Pro Forma Combined Consolidated Financial Information” on following page)

NOTES TO THE UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL
INFORMATION

Note A — Basis of Presentation

The unaudited pro forma combined condensed consolidated financial information and explanatory notes show the impact on the historical financial condition and results of operations of First Niagara resulting from the April 9, 2010 merger with Harleysville and the April 15, 2011 merger with NewAlliance under the acquisition method of accounting. Under the acquisition method of accounting, the assets and liabilities of Harleysville and NewAlliance are recorded by First Niagara at their respective fair values on the date the merger is completed. The unaudited pro forma combined condensed consolidated statement of financial condition combines the historical financial information of First Niagara and NewAlliance as of December 31, 2010, and assumes that the merger was completed on that date. As the Harleysville merger was completed on April 9, 2010, the impact of that merger is included in First Niagara’s statement of financial condition as of December 31, 2010. The unaudited pro forma combined condensed consolidated statements of operations give effect to the Harleysville merger and the NewAlliance merger as if both mergers had been completed on January 1, 2010.

As the mergers are recorded using the acquisition method of accounting, all loans are recorded at fair value, including adjustments for credit, and no allowance for credit losses is carried over to First Niagara’s statement of financial condition.

Note B — Merger and Acquisition Integration Costs

The historical financial results of First Niagara include merger and acquisition integration costs of $40.4 million related to the mergers with Harleysville and NewAlliance. These integration costs primarily consist of professional services, severance, and marketing and advertising expenses and are eliminated as a pro forma adjustment.

The historical results of NewAlliance include merger and acquisition integration costs of $12.3 million for the year ended December 31, 2010 related to the merger with First Niagara. These integration costs primarily consist of investment banking, and compensation expenses and are eliminated as a pro forma adjustment.

First Niagara expects to incur a total of $80.5 million in merger and acquisition integration expenses in connection with the merger with NewAlliance, primarily severance, professional, legal and conversion related expenditures, which are not reflected in the pro forma totals.

Note C — Estimated Annual Cost Savings

First Niagara expects to realize cost savings of approximately 20-25% of NewAlliance’s operating expenses following the merger. These cost savings are not reflected in the pro forma financial information and there can be no assurance they will be achieved in the amount or manner currently contemplated.

Note D — Pro Forma Adjustments

The following pro forma adjustments have been reflected in the unaudited pro forma combined condensed financial information. All adjustments are based on current assumptions and valuations, which are subject to change.

(1) The adjustment results from a sale of NewAlliance investment securities, partially offset by the cash First Niagara will pay for the following items (in thousands):

Investment securities sales	$	477,396
Merger consideration		(198,681	)
Capital expenditures		(25,000	)
After tax charitable contribution		(4,650	)
After tax integration expenses		(45,995	)
Total	$	203,070

(2)	In part to fund the cash component of the NewAlliance merger consideration, First Niagara sold $477.4 million of investment securities acquired from NewAlliance. This amount is reflected as a pro forma adjustment. This adjustment is partially offset by an estimated fair value adjustment to investment securities of $14.1 million.
(3)	Represents the estimated fair value adjustment to loans, which includes an estimate of lifetime credit losses. Accordingly, the existing NewAlliance allowance for credit losses is not carried over.
(4)	Represents the fair value adjustment to premises and equipment of $1.4 million and anticipated capital expenditures for occupancy, technology, and communications of $25.0 million.

(5) Represents adjustments to goodwill resulting from recording the assets and liabilities of NewAlliance at fair value. These adjustments are preliminary and are subject to change. The excess of consideration paid over the fair value of net assets acquired was recorded as goodwill and can be summarized as follows (In thousands):

First Niagara stock issued				$	1,315,786	(a)
Cash payments to NewAlliance stockholders					198,681
Fair value of NewAlliance employee stock options					15,766	(b)
Total consideration				$	1,530,233
Carrying value of NewAlliance net assets at December 31, 2010				$	1,458,972
Fair value adjustments (debit/(credit)):
Write off of NewAlliance goodwill	$	(527,167	)
Write off of NewAlliance other identifiable intangibles		(27,548	)
Investment securities		14,089
Loans, net		(26,727	)
Core deposit intangible		23,800
Premises and equipment		1,380
Deferred taxes		41,001
Certificates of deposit		(29,078	)
Borrowings		(63,814	)
Total fair value adjustments					(594,064	)
Fair value of net assets acquired at December 31, 2010				$	864,908
Excess of consideration paid over fair value of net assets acquired (goodwill)				$	665,325

(a)	Based on NewAlliance shares outstanding at April 15, 2011 and $14.00 closing price of First Niagara stock on April 15, 2011.
(b)	Under the terms of the merger agreement, each NewAlliance employee stock option was automatically vested and converted into an option to purchase 1.10 shares of First Niagara common stock, with an exercise price equal to the NewAlliance stock option exercise price divided by 1.10. The converted stock options were valued using the Black-Scholes option pricing model.

(6)	Represents the elimination of existing NewAlliance identifiable intangibles offset by the recognition of the fair value of a core deposit intangible asset of $23.8 million.
(7)	Represents a net deferred tax asset resulting from the fair value adjustments related to the acquired assets and liabilities. The net deferred tax asset was computed using First Niagara’s combined income tax rate of 38% (35% federal statutory rate and combined state rate of 3%)
(8)	Represents the estimated fair value adjustment to certificate of deposit liabilities.
(9)	Represents the estimated fair value adjustment to borrowings.

(10) The net impact of the adjustments to stockholders’ equity is detailed in the table below. The fair value of the common shares and employee stock options exchanged represents the fair value of the actual merger consideration exchanged on April 15, 2011, the date of the NewAlliance acquisition, and was computed using the $14.00 closing price per share of First Niagara’s common stock on that date (in thousands).

Fair value of First Niagara common shares to be issued	$	1,315,786
Fair value of NewAlliance employee stock options		15,766
Elimination of NewAlliance stockholders’ equity		(1,458,972	)
After tax charitable contribution		(4,650	)
After tax integration expenses		(45,995	)
Total stockholders’ equity adjustment	$	(178,065	)

(11) The amortization/accretion of fair value adjustments related to loans, investment securities, deposits, and borrowings utilizing the interest method over the estimated lives of the related asset or liability.

The following table presents the estimated increase (decrease) on pre-tax income from the purchase accounting adjustments for the five years succeeding the merger with Harleysville (in thousands). The amounts for Year 1 do not agree with the pro forma merger adjustments in the Unaudited Pro Forma Combined Condensed Consolidated Statement of Operations For the Year Ended December 31, 2010 as a portion of these adjustments are included in First Niagara’s historical results of operations for the year ended December 31, 2010.

	Year 1		Year 2			Year 3			Year 4			Year 5			Total
Investment securities	$	53	$	40		$	26		$	13		$	—		$	132
Loans		7,986		(5,998	)		(5,141	)		(4,284	)		(3,428	)		(10,865	)
Deposits		15,829		4,121			—			—			—			19,950
Borrowings		14,574		9,039			4,356			2,236			998			31,203
TOTAL	$	38,442	$	7,202		$	(759	)	$	(2,035	)	$	(2,430	)	$	40,420

The estimated increase (decrease) on pre-tax income from the purchase accounting adjustments for the five years succeeding the merger with NewAlliance is as follows (in thousands):

	Year 1			Year 2			Year 3			Year 4			Year 5			Total
Investment securities	$	(11,165	)	$	(11,727	)	$	(9,389	)	$	(5,274	)	$	(685	)	$	(38,240	)
Loans		(16,419	)		(14,169	)		(11,918	)		(9,668	)		(7,417	)		(59,591	)
Deposits		16,218			6,439			4,092			2,329			—			29,078
Borrowings		25,326			15,235			9,125			5,753			4,198			59,637
TOTAL	$	13,960		$	(4,222	)	$	(8,090	)	$	(6,860	)	$	(3,904	)	$	(9,116	)

(12)	While the recording of the acquired loans at their fair value will impact the prospective determination of the provision for credit losses and the allowance for credit losses, we assumed no adjustments to the historic amount of Harleysville’s or NewAlliance’s provision for credit losses. If such adjustments were estimated, there could be a reduction in the historic amounts of Harleysville’s or NewAlliance’s provision for credit losses presented.
(13)	Noninterest income does not reflect revenue enhancement opportunities.
(14)	Depreciation of anticipated capital expenditures utilizing the straight line method over a five year period.
(15)	Incremental amortization of core deposit intangible using an accelerated method over a useful life of nine years for the Harleysville asset and over a useful life of seven years for the NewAlliance asset.
(16)	Represents the elimination of historical merger and acquisition integration expenses related to the mergers with Harleysville and NewAlliance.
(17)	A $7.5 million charitable contribution to First Niagara Bank Foundation in support of charitable giving in New England is not reflected as a pro forma merger adjustment as this is considered a nonrecurring expense related to the merger with NewAlliance.
(18)	Noninterest expenses do not reflect anticipated cost savings.
(19)	Reflects the tax impact of the pro forma merger adjustments at First Niagara’s combined income tax rate of 38% (35% federal statutory rate and combined state rate of 3%.)
(20)	Adjustment reflects the elimination of Harleysville weighted average shares outstanding, offset by the additional 20 million shares issued in connection with the merger with Harleysville. The adjustment to weighted average diluted shares outstanding is further adjusted as the combined pro forma weighted average diluted shares outstanding cannot be greater than the combined pro forma weighted average basic shares outstanding as that would result in anti-dilution to the diluted earnings per share amount presented.
(21)	Adjustment reflects the elimination of NewAlliance weighted average shares outstanding, offset by the 94 million shares issued in connection with the merger with NewAlliance.

Note E — Effect of Hypothetical Adjustments on Harleysville’s and NewAlliance’s Historical Financial Statements

The unaudited pro forma combined condensed consolidated statement of operations presents the pro forma results assuming both the Harleysville and NewAlliance mergers occurred on January 1, 2010. As required by Regulation S-X Article 11, the pro forma financial statement for the year ended December 31, 2010 does not reflect any adjustments to eliminate Harleysville’s or New Alliance’s historical provision for credit losses.

Both Harleysville’s and NewAlliance’s provision for credit losses for the periods presented relate to loans that First Niagara is required to initially record at fair value. Such fair value adjustments include a component related to the expected lifetime credit losses on those loan portfolios. First Niagara believes that these provisions would not have been recorded in First Niagara’s combined consolidated financial statements for the periods presented had the mergers been completed on January 1, 2010.