SUMMARY

     The following summary explains the material aspects of the conversion, the offering and the exchange of existing shares of Northwest Bancorp, Inc. common stock for new shares of Northwest Bancshares, Inc. common stock. It may not contain all of the information that is important to you. For additional information before making an investment decision, you should read this prospectus carefully, including the consolidated financial statements, the notes to the consolidated financial statements, and the section entitled “Risk Factors.”

The Companies

      Northwest Bancshares, Inc.

     Northwest Bancshares, Inc. is a newly-formed Maryland corporation that was incorporated in September 2009 to be the successor corporation to Northwest Bancorp, Inc. upon completion of the conversion. Northwest Bancshares, Inc. will own all of the outstanding shares of common stock of Northwest Savings Bank upon completion of the conversion.

     Northwest Bancshares, Inc.’s executive offices are located at 100 Liberty Street, Warren, Pennsylvania 16365. Our telephone number at this address is (814) 726-2140.

      Northwest Bancorp, MHC

     Northwest Bancorp, MHC is the federally chartered mutual holding company of Northwest Bancorp, Inc. Northwest Bancorp, MHC’s principal business activity is the ownership of 30,536,457 shares of common stock of Northwest Bancorp, Inc., or 63.0% of the issued and outstanding shares as of June 30, 2009. The remaining 17,980,430 shares of Northwest Bancorp, Inc. common stock outstanding as of June 30, 2009 were held by the public. After the completion of the conversion, Northwest Bancorp, MHC will cease to exist.

      Northwest Bancorp, Inc.

     Northwest Bancorp, Inc. is a federally chartered stock holding company that owns all of the outstanding common stock of Northwest Savings Bank. Northwest Bancorp, Inc. succeeded to the operations of Northwest Bancorp, Inc., a Pennsylvania corporation, in 2001. At June 30, 2009, Northwest Bancorp, Inc. had consolidated assets of $7.1 billion, deposits of $5.3 billion and stockholders’ equity of $632.5 million. After the completion of the conversion, Northwest Bancorp, Inc. will cease to exist, and will be succeeded by Northwest Bancshares, Inc., a new Maryland corporation. As of June 30, 2009, Northwest Bancorp, Inc. had 48,516,887 shares of common stock issued and outstanding, of which 30,536,457 shares were owned by Northwest Bancorp, MHC.

      Northwest Savings Bank

     Northwest Savings Bank is a Pennsylvania chartered savings bank headquartered in Warren, Pennsylvania. It was originally founded in 1896 and reorganized from the mutual (meaning no stockholders) structure into the mutual holding company structure in 1994, thereby becoming partially stockholder-owned. Northwest Savings Bank became the wholly owned subsidiary of Northwest Bancorp, Inc., a Pennsylvania corporation, in 1998, and the wholly-owned subsidiary of Northwest Bancorp, Inc., a federal corporation, in 2001.

Our Business

     We are a full service retail banking institution. Our primary business lines involve gathering funds from deposits or borrowings and investing these funds in loans and investment securities. We currently operate 167 retail banking locations and 267 automated teller machines in Pennsylvania, northeastern Ohio, western New York, northern Maryland and southern Florida.

     Our primary lines of business are:

	•		Retail Lending. The Retail Lending Division is responsible for originating residential mortgage loans, home equity loans, and consumer loans primarily through our community banking office network. We also offer our customers the choice of obtaining loans through our telephone banking center or online.
	•		Commercial Lending. The Commercial Lending Division is focused on developing long-term relationships with our business customers. We offer a comprehensive array of financial services and loan products for businesses. We provide exceptional service with local decision-making and personal attention. We have been diversifying our commercial loan exposure by state, with 64% of our commercial loans in, or adjacent to, Pennsylvania, 19% in New York, 12% in Maryland, 4% in Ohio and 1% in Florida.
	•		Deposit Products and Services. We offer a full range of traditional deposit products such as checking accounts, savings accounts, money market accounts, retirement accounts, and certificates of deposit. These products can have additional features such as direct deposit, ATM and check card services, overdraft protection, telephone banking, internet banking and mobile banking, thereby providing our customers multiple channels to access their accounts.
	•		Business Services. The Business Services Division is a team of experienced bankers who are focused on building stronger, more enduring commercial deposit relationships by delivering a full array of cash management services.
	•		Investment, Employee Benefits and Trust Services. We offer an expanded range of products and services that encompass full-service and discount brokerage, estate planning services, pension and 401(k) services, and investment management and trust services.
	•		Consumer Finance. We operate a consumer finance company, Northwest Consumer Discount Company, with offices in 49 locations in, or adjacent to, Pennsylvania. NCDC specializes in assisting individuals with their consumer credit needs. As of June 30, 2009, NCDC had loans outstanding of $132.0 million.

Market Area and Our Customer Base

     We are headquartered in Warren, Pennsylvania, which is located in northwestern Pennsylvania, and have our highest concentration of deposits and loans in this area. As of June 30, 2009, we operate 141 community banking offices and 49 consumer finance offices located in Pennsylvania. Pennsylvania is a stable banking market with a total population of approximately 12.6 million and total households of approximately 4.9 million. The median household income in Pennsylvania was stable at $53,225 as of June 30, 2009, compared to the nationwide median income level of $54,719 according to estimates from SNL Securities. While our primary market area is in the Commonwealth of Pennsylvania, we operate 14 community banking offices located in New York, five community banking offices in Maryland, three community banking offices in Broward County, Florida and five community banking offices in Ohio. We operate in market areas that have fairly stable and diverse economies. While the western New York market exhibits similar demographic trends to our Pennsylvania market, our Florida, Maryland and Ohio markets are generally estimated to exhibit population and household income growth levels above state and national averages. We compete for deposits, loans and other services with commercial banks, brokerage houses, other savings banks and credit unions in our market areas.

Our Competitive Strengths

     Since our initial public offering in 1994 we have grown from a savings bank operating primarily in Northwestern Pennsylvania to a regional community banking organization with branch offices in Ohio, New York, Maryland, Florida and throughout Pennsylvania. We believe that our growth and success have largely been due to the following strengths that have given us a competitive advantage in our markets:

	•		Maintaining a strong and experienced management team, and attracting and retaining dedicated and qualified personnel to support the growth of our franchise . Achieving our strategic objectives requires an experienced and dedicated management team, which we have developed and maintained over the years. Our management team has been an integral part of the continued growth and success of Northwest Savings Bank, including its transition to being a fully public company.
	•		Being recognized as an employer of choice in all of our markets by providing employees with exceptional opportunities for advancement and growth in an attractive business environment . A strong management team requires the support of dedicated and experienced employees. Our commitment to our employees, as well as the career opportunities offered by our sustained growth, has made Northwest Savings Bank a preferred employer in the markets we serve.
	•		Maintaining our ability and our reputation as an experienced and successful acquirer. Since 1994, we have completed 25 acquisition transactions. During this period, our total banking offices have increased from 41 to 167, and our assets have increased from $1.4 billion to $7.1 billion at June 30, 2009.
	•		Track record of creating value for our stockholders. As a publicly traded mutual holding company, we have strived to create value for our stockholders while meeting the needs of our banking customers. Common stock purchased in our initial offering in 1994

has appreciated 310% in value as of August 31, 2009. We will continue to focus on enhancing shareholder value as we transition to a fully converted stock holding company.

Our Business Strategy

     Our strategy is to focus on those banking activities and services that have proven to be successful and that have generated favorable returns for our stockholders. We believe that this focus will enable us to continue to grow our franchise, while maintaining our commitment to customer service, high asset quality, and sustained net earnings. The following are the key elements of our business strategy:

      Expand Our Geographic Reach

	•		Complementary acquisitions. We believe that acquisition opportunities exist both within and beyond our current market area. We will consider pursuing acquisition opportunities on a selective basis in contiguous or near contiguous market areas that will afford us the opportunity to add complementary products to our existing business or expand our franchise geographically.
	•		De novo branching. We have opened de novo branches to provide better service for our customers and to add to or fill in gaps in our geographic footprint. For example, we plan to open four new branches in Rochester, New York during the fourth quarter of 2009.

      Continue to Improve Our Earnings

	•		Asset mix diversification. Historically, we have emphasized the origination of single family residential mortgage loans, and we will continue to emphasize these loans in the future. However, loan diversification improves our net interest margin because consumer loans and commercial business loans generally have shorter terms and higher interest rates than residential mortgage loans.
	•		Managing interest rate risk. Diversifying our asset mix not only improves our margin but also reduces the exposure of our net interest income and earnings to interest rate risk. We will continue to manage our interest rate risk by diversifying the type and maturity of assets in our loan and investment portfolios.
	•		Fee income. We have been focusing on increasing our fee income by offering new products and services. For example, we offer business deposits which are a source of low-cost funds and fee income as well as investment management, brokerage and trust services with almost $1.0 billion of managed assets.
	•		Investment in our infrastructure. Over the past five years, we have significantly upgraded our technology capabilities by offering internet and mobile banking, an expanded ATM network, debit cards, surcharge-free ATM capabilities and electronic check clearing. We intend to capitalize on our technology capabilities to improve operating efficiencies and enhance customer service.

      Continue to Improve Our Funding Mix

•

Reducing our cost of funds and our exposure to interest rate risk by offering and attracting more checking accounts, transaction accounts and other low cost deposits . Transaction accounts generally are our least costly source of funds and, therefore, improve our interest rate spread and the interest rate risk associated with deposits repricing more quickly than loans and investments in a rising interest rate environment.

      Increase Lending While Maintaining Asset Quality

•

Maintaining a quality loan portfolio while exercising prudent loan underwriting and administration standards . While the delinquencies in our loan portfolio have increased during the current economic recession, we intend to maintain conservative loan underwriting and administration standards in the future.

      Increase our Capital to Support Our Future Growth

	•		Using the capital raised in the stock offering to take advantage of strategic growth and acquisition opportunities. Management believes that the current economic recession will increase the rate of consolidation in the banking industry. After raising additional capital from the conversion and stock offering, we will be better positioned to take advantage of growth and acquisition opportunities that arise.
	•		Using the capital raised in the stock offering to increase our capital levels that may be required by the federal banking regulators in the current economic environment . The current severe economic recession has underscored the importance of capital strength. It is expected that existing minimum regulatory capital ratios will be increased by the bank regulatory agencies in response to market conditions and the recession.

      Continue Our Community-Oriented Focus

	•		Operating as a regional community banking organization offering a broad range of financial products and services. As a community bank, we are uniquely positioned to understand the financial needs of our local customers. Our Community Banking Division has implemented a new sales process that emphasizes the building and fostering of customer relationships. Our new fully-integrated service and sales system will improve customer service and our operating performance.
	•		Our newly established charitable foundation will strengthen our commitment to the communities we serve. The charitable foundation will be funded with $9.8 million to $15.8 million of stock and $1.0 million in cash to benefit the communities we serve.

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
OF
NORTHWEST BANCORP, INC. AND SUBSIDIARIES

     The summary financial information presented below is derived in part from the consolidated financial statements of Northwest Bancorp, Inc. and Subsidiaries. The following is only a summary and you should read it in conjunction with the consolidated financial statements and notes beginning on pages F-1 and G-1. The information at December 31, 2008 and 2007 and for the years ended December 31, 2008, 2007 and 2006 is derived in part from the audited consolidated financial statements of Northwest Bancorp, Inc. that appear in this prospectus. The information at December 31, 2005 and at June 30, 2005 and 2004 and for the years then ended is derived in part from audited consolidated financial statements that do not appear in this prospectus. We changed our fiscal year end from June 30 to December 31, effective December 31, 2005. The operating data for the six months ended June 30, 2009 and 2008 and the financial condition data at June 30, 2009 were not audited. However, in the opinion of management of Northwest Bancorp, Inc., all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the unaudited periods have been made. No adjustments were made other than normal recurring entries. The results of operations for the six months ended June 30, 2009 are not necessarily indicative of the results of operations that may be expected for the entire year.

 

(1)		In 2007 we divested investment securities that we deemed to have a deteriorating risk profile, including several classified as held-to-maturity, which required us to reclassify all investment securities as available-for-sale.
(2)		Includes one- to four-family residential mortgage loans, home equity loans and commercial real estate loans.

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Our Current Organizational Structure

     In 1994 Northwest Savings Bank, a Pennsylvania savings bank, conducted an initial public offering by selling a minority of its common stock to the public. The remaining majority of its shares were retained by Northwest Bancorp, MHC. In February 1998, Northwest Bancorp, Inc., a Pennsylvania corporation, became the mid-tier stock holding company of Northwest Savings Bank and all shares of Northwest Savings Bank were exchanged for the same number of shares of Northwest Bancorp, Inc. In 2001, Northwest Bancorp, Inc., a federal corporation, succeeded to the operations of Northwest Bancorp, Inc., the Pennsylvania corporation, and owns 100% of the outstanding shares of common stock of Northwest Savings Bank. The majority of the outstanding shares of common stock of Northwest Bancorp, Inc. are owned by Northwest Bancorp, MHC, which is a mutual holding company with no stockholders.

     Pursuant to the terms of Northwest Bancorp, MHC’s plan of conversion and reorganization, Northwest Bancorp, MHC will convert from the mutual holding company to the stock holding company corporate structure. As part of the conversion, we are offering for sale in a subscription offering, and possibly in a community and/or a syndicated community offering, the majority ownership interest of Northwest Bancorp, Inc. that is currently owned by Northwest Bancorp, MHC. In addition, we intend to contribute cash and shares of common stock to a charitable foundation we will establish in connection with the conversion. Upon the completion of the offering, Northwest Bancorp, MHC will cease to exist, and we will complete the transition from partial to full public stock ownership. Upon completion of the conversion, existing public stockholders of Northwest Bancorp, Inc. will receive shares of common stock of Northwest Bancshares, Inc. in exchange for their shares of Northwest Bancorp, Inc. common stock in order to maintain the public stockholders’ existing percentage ownership in our organization (excluding any new shares purchased by them in the offering, their receipt of cash in lieu of fractional exchange shares and the effect of shares issued to the charitable foundation).

     The following diagram shows our current organizational structure:

Our Organizational Structure Following the Conversion

     After the conversion and offering are completed, we will be organized as a fully public holding company, as follows:

Reasons for the Conversion and the Offering

     Our primary reasons for converting and raising additional capital through the offering are:

	•		to finance the acquisition of financial institutions or other financial service companies primarily in, or adjacent to, Pennsylvania, New York, Ohio, Maryland and Florida, although we do not currently have any understandings or agreements regarding any specific acquisition transaction (except as described below);
	•		to improve our capital position during a period of significant economic uncertainty, especially for the financial services industry (although, as of June 30, 2009, Northwest Savings Bank was considered “well capitalized” for regulatory purposes and is not

subject to any directive or recommendation from the Federal Deposit Insurance Corporation or the Pennsylvania Department of Banking to raise capital);

	•		to support internal growth through lending in the communities we serve;
	•		to finance the acquisition of branches from other financial institutions or build or lease new branch facilities primarily in, or adjacent to, Pennsylvania, New York, Ohio, Maryland and Florida, although we do not currently have any agreements or understandings regarding any specific acquisition transaction;
	•		to enhance existing products and services, and support the development of new products and services by investing, for example, in technology to support growth and enhanced customer service;
	•		to improve the liquidity of our shares of common stock and stockholder returns through higher earnings and more flexible capital management strategies;
	•		to form a charitable foundation to benefit the communities we serve; and
	•		to use the additional capital for other general corporate purposes.

     As of June 30, 2009, we had entered into a merger agreement to purchase Keystone State Savings Bank, a Pennsylvania mutual savings bank located in Sharpsburg, Pennsylvania, and we had executed a letter of intent with respect to the acquisition of an insurance agency with annual revenue of approximately $2.0 million. At June 30, 2009, Keystone State Savings Bank had one branch and approximately $25.0 million in assets and approximately $3.2 million of retained earnings. On August 31, 2009, the FDIC approved the merger of Keystone State Savings Bank into Northwest Savings Bank, and the merger is expected to be completed in October 2009.

Terms of the Offering

     Pursuant to Northwest Bancorp, MHC’s plan of conversion and reorganization, our organization will convert from the partially public mutual holding company form to the fully public stock holding company structure. In connection with the conversion, we are selling shares of common stock that represent the ownership interest in Northwest Bancorp, Inc. currently held by Northwest Bancorp, MHC.

     We are offering between 53,975,000 and 73,025,000 shares of common stock to eligible depositors of Northwest Savings Bank, to our tax-qualified employee benefit plans, including our employee stock ownership plan and 401(k) plan and, to the extent shares remain available, to natural persons residing in the Commonwealth of Pennsylvania; the Florida county of Broward; the Maryland counties of Anne Arundel, Baltimore, and Howard as well as Baltimore City, Maryland; the New York counties of Cattaraugus, Chautuaqua, Erie and Monroe; and the Ohio counties of Lake, Geauga and Ashtabula, to our existing public stockholders and to the general public. The number of shares of common stock to be sold may be increased to up to 83,978,750 as a result of regulatory considerations, demand for our shares, or changes in the market for financial institution stocks. Unless the number of shares of common stock to be offered is increased to more than 83,978,750 shares or decreased to fewer than 53,975,000 shares, or the offering is extended beyond [extension date], purchasers will not have the opportunity to modify or cancel their stock orders once submitted. If the number of shares of common stock to be sold is increased to more than 83,978,750 shares or decreased to fewer than 53,975,000 shares, or if the offering is extended beyond [extension date], purchasers will have the opportunity to maintain,

cancel or change their orders for shares of common stock during a designated resolicitation period or have their funds returned promptly with interest. If you do not provide us with written indication of your intent, your stock order will be canceled, your funds will be returned to you with interest calculated at Northwest Savings Bank’s passbook savings rate and any deposit account withdrawal authorizations will be canceled.

     The purchase price of each share of common stock to be offered for sale in the offering is $10.00. All investors will pay the same purchase price per share. Investors will not be charged a commission to purchase shares of common stock in the offering. Stifel, Nicolaus & Company, Incorporated, our conversion advisor and marketing agent in the offering, will use its best efforts to assist us in selling shares of our common stock. Stifel, Nicolaus & Company, Incorporated is not obligated to purchase any shares of common stock in the offering.

How We Determined the Offering Range, the Exchange Ratio and the $10.00 Per Share Stock Price

     The offering range and exchange ratio are based on an independent appraisal of the estimated market value of Northwest Bancshares, Inc., assuming the conversion, the exchange and the offering are completed and the charitable foundation is funded with a grant of cash and stock. RP Financial, LC., an appraisal firm experienced in appraisals of financial institutions, has estimated that, as of August 28, 2009, this estimated pro forma market value ranged from $867.4 million to $1,173.8 million, with a midpoint of $1,020.6 million. Based on this valuation, the 63% ownership interest of Northwest Bancorp, MHC being sold in the offering and the $10.00 per share price, the number of shares of common stock being offered for sale by Northwest Bancshares, Inc. will range from 53,975,000 shares to 73,025,000 shares. The $10.00 per share price was selected primarily because it is the price most commonly used in mutual-to-stock conversions of financial institutions. The exchange ratio will range from 1.7676 shares at the minimum of the offering range to 2.3914 shares at the maximum of the offering range in order to approximately preserve the existing percentage ownership of public stockholders of Northwest Bancorp, Inc. (excluding any new shares purchased by them in the offering, their receipt of cash in lieu of fractional exchange shares and the effect of shares issued to the charitable foundation). If market conditions warrant, the appraisal can be increased by 15%. At this adjusted maximum of the offering range, the pro forma market value is $1,350.1 million, the number of shares of common stock offered for sale will be 83,978,750 and the exchange ratio will be 2.7501 shares.

     The independent appraisal is based in part on Northwest Bancorp, Inc.’s financial condition and results of operations, the pro forma impact of the additional capital raised by the sale of shares of common stock in the offering, and an analysis of a peer group of 10 publicly traded savings bank and thrift holding companies that RP Financial, LC. considered comparable to Northwest Bancorp, Inc.

     The appraisal peer group consists of the following companies. Total assets are as of June 30, 2009.

      The independent appraisal does not indicate actual market value. Do not assume or expect that the estimated valuation as indicated above means that, after the offering, the shares of our common stock will trade at or above the $10.00 purchase price.

     The following table presents a summary of selected pricing ratios for the peer group companies, Northwest Bancshares, Inc. (on a pro forma basis) and Northwest Bancorp, Inc. (on a historical basis). The pricing ratios are based on earnings and other information as of and for the twelve months ended June 30, 2009 and stock price information as of August 28, 2009, as reflected in RP Financial, LC.’s appraisal report, dated August 28, 2009. Compared to the average pricing of the peer group, our pro forma pricing ratios at the maximum of the offering range indicated a discount of 9.4% on a price-to-book value basis, a discount of 27.5% on a price-to-tangible book value basis, and a discount of 18.8% on a price-to-core earnings basis.

     Our board of directors, in reviewing and approving the independent appraisal, considered the range of price-to-core earnings multiples, the range of price-to-book value and price-to-tangible book value ratios at the different ranges of shares of common stock to be sold in the offering, and did not consider one valuation approach to be more important than the other. Instead, in approving the independent appraisal, the board of directors concluded that these ranges represented the appropriate balance of the three approaches to establishing our estimated valuation range, and the number of shares of common stock to be sold, in comparison to the peer group institutions. Specifically, in approving the independent appraisal, the board of directors believed that we would not be able to sell our shares at a price-to-book value and price-to-tangible book value that was in line with the peer group without unreasonably exceeding the peer group on a price-to-core earnings basis. The estimated appraised value and the resulting discounts took into consideration the potential financial impact of the offering as well as the trading price of Northwest Bancorp, Inc. common stock, which decreased from $20.74 per share on August 26, 2009, the closing price on the last trading day immediately preceding the announcement of the conversion, to $20.70 per share, the closing price on August 28, 2009, the effective date of the independent appraisal.

(1)

Information derived from the RP Financial appraisal report and are based upon estimated core earnings for the twelve months ended June 30, 2009. These ratios are different than the “Pro Forma Data.”

     The independent appraisal also reflects the contribution of cash and shares of common stock to the charitable foundation we are organizing in connection with the conversion. The contribution of cash and shares of common stock to the charitable foundation will reduce our estimated pro forma market value. See “Comparison of Valuation and Pro Forma Information With and Without the Charitable Foundation.”

     RP Financial, LC. will update the independent appraisal prior to the completion of the conversion. If the estimated appraised value, including offering shares, exchange shares and shares contributed to the charitable foundation, changes to either below $867.4 million or above $1,350.1 million, we will resolicit persons who submitted stock orders. See “The Conversion and Offering—Stock Pricing and Number of Shares to be Issued.”

The Exchange of Existing Shares of Northwest Bancorp, Inc. Common Stock

     At the conclusion of the conversion, shares held by existing stockholders of Northwest Bancorp, Inc. will be canceled and exchanged for shares of common stock of Northwest Bancshares, Inc. The number of shares of common stock received will be based on an exchange ratio determined as of the conclusion of the conversion and offering, which will depend upon our final appraised value. The number of shares received will not be based on the market price of our currently outstanding shares. Instead, the exchange ratio will ensure that existing public stockholders of Northwest Bancorp, Inc. will retain the same approximate percentage ownership of our organization after the offering, exclusive of their purchase of any additional shares of common stock in the offering, their receipt of cash in lieu of fractional exchange shares and the effect of shares issued to the charitable foundation. In addition, if options to purchase shares of Northwest Bancorp, Inc. common stock are exercised before consummation of the conversion, there will be an increase in the percentage of shares of Northwest Bancorp, Inc. held by public stockholders, an increase in the number of shares of common stock issued to public stockholders in the share exchange and a decrease in the exchange ratio and the offering range.

     The following table shows how the exchange ratio will adjust, based on the valuation of Northwest Bancshares, Inc. and the number of shares of common stock issued in the offering. The table also shows the number of whole shares of Northwest Bancshares, Inc. common stock a hypothetical owner of Northwest Bancorp, Inc. common stock would receive in exchange for 100 shares of Northwest Bancorp, Inc. common stock owned at the completion of the conversion, depending on the number of shares of common stock sold in the offering.

     No fractional shares of Northwest Bancshares, Inc. common stock will be issued to any public stockholder of Northwest Bancorp, Inc. For each fractional share that would otherwise be issued, Northwest Bancshares, Inc. will pay in cash an amount equal to the product obtained by multiplying the fractional share interest to which the holder would otherwise be entitled by the $10.00 per share purchase price of the common stock in the offering.

     Outstanding options to purchase shares of Northwest Bancorp, Inc. common stock also will convert into and become options to purchase new shares of Northwest Bancshares, Inc. common stock. The number of shares of common stock to be received upon exercise of these options will be determined pursuant to the exchange ratio. The aggregate exercise price, duration and vesting schedule of these options will not be affected by the conversion. At June 30, 2009, there were 1,802,052 outstanding options to purchase shares of Northwest Bancorp, Inc. common stock, 986,002 of which have vested. Such options will be converted into options to purchase 3,185,307 shares of common stock at the minimum of the offering range and 4,309,427 shares of common stock at the maximum of the offering range. Because Office of Thrift Supervision regulations prohibit us from repurchasing our common stock during the first year following the conversion unless compelling business reasons exist for such repurchases, we may use authorized but unissued shares to fund option exercises that occur during the first year following the conversion. If all existing options were exercised for authorized, but unissued shares of common stock following the conversion, stockholders would experience dilution of approximately 3.59% at the minimum of the offering range and 3.59% at the maximum of the offering range.

How We Intend to Use the Proceeds From the Offering

     Assuming we sell 63,500,000 shares of common stock in the stock offering, and we have net proceeds of $607.3 million, we intend to distribute the net proceeds as follows:

	•		$303.6 million (50.0% of the net proceeds) will be invested in Northwest Savings Bank;
	•		$25.9 million (4.3% of the net proceeds) will be loaned to our employee stock ownership plan to fund its purchase of our shares of common stock;
	•		$1.0 million (0.2% of the net proceeds) will be contributed to the Northwest Charitable Foundation; and
	•		$276.8 million (45.6% of the net proceeds) will be retained by us.

     We may use the remaining funds we receive for investments, to pay cash dividends, to repurchase shares of common stock and for other general corporate purposes. Northwest Savings Bank may use the proceeds it receives to support increased lending and other products and services. The net proceeds retained also may be used for future business expansion through acquisitions of banks, thrifts and other financial services companies, and opening or acquiring branch offices. We have no current arrangements or agreements with respect to any such acquisitions, except as previously described. Initially, a substantial portion of the net proceeds will be invested in short-term investments and mortgage-backed securities consistent with our investment policy.

     Please see “How We Intend to Use the Proceeds from the Offering” for more information on the proposed use of the proceeds from the offering.

Our Dividend Policy

     As of June 30, 2009, Northwest Bancorp, Inc. paid a quarterly cash dividend of $0.22 per share, which equals $0.88 per share on an annualized basis. After the conversion, we intend to continue to pay cash dividends on a quarterly basis. Northwest Bancshares, Inc. expects the annual dividends to equal $0.50, $0.42, $0.37 and $0.32 per share at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively, which represents an annual dividend yield of 5.0%, 4.2%, 3.7% and 3.2%, at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively, based upon a price of $10.00 per share. The amount of dividends that we intend to pay after the conversion will preserve the dividend amount that Northwest Bancorp, Inc. stockholders currently receive, as adjusted to reflect the exchange ratio. However, the dividend rate and the continued payment of dividends will depend on a number of factors, including our capital requirements, our financial condition and results of operations, tax considerations, statutory and regulatory limitations, and general economic conditions. No assurance can be given that we will continue to pay dividends or that they will not be reduced or eliminated in the future.

     See “Selected Consolidated Financial and Other Data of Northwest Bancorp, Inc. and Subsidiaries” and “Market for the Common Stock” for information regarding our historical dividend payments.

Purchases and Ownership by our Officers and Directors

     We expect our directors, executive officers and their associates, to purchase 55,000 shares of common stock in the offering. The purchase price paid by them will be the same $10.00 per share price paid by all other persons who purchase shares of common stock in the offering. Following the conversion, our directors and executive officers, together with their associates, are expected to own 1,686,570 shares of common stock, or 1.65% of our total outstanding shares of common stock at the midpoint of the offering range, including shares they receive in exchange for shares they currently own in Northwest Bancorp, Inc.

Benefits to Management and Potential Dilution to Stockholders Resulting from the Conversion

      Employee Stock Ownership Plan . Our tax-qualified employee stock ownership plan expects to purchase up to 4% of the shares of common stock we sell in the offering and issue to the charitable foundation, or 3,422,333 shares of common stock, assuming we sell the maximum as adjusted number of the shares proposed to be sold which, when combined with the existing employee stock ownership plan, will be less than 8% of the shares outstanding following the conversion. If we receive orders for more shares of common stock than the maximum of the offering range, the employee stock ownership plan will have first priority to purchase shares over this maximum, up to a total of 4% of the shares of common

stock sold in the offering and issued to the charitable foundation. We reserve the right to purchase shares of common stock in the open market following the offering in order to fund all or a portion of the employee stock ownership plan. Assuming the employee stock ownership plan purchases 2,586,800 shares in the offering, the midpoint of the offering range, we will recognize additional compensation expense of approximately $1.3 million annually (or approximately $0.8 million after tax) over a 20 - year period, assuming the loan to the employee stock ownership plan has a 20-year term and the shares of common stock have a fair market value of $10.00 per share for the full 20 - year period. If, in the future, the shares of common stock have a fair market value greater or less than $10.00, the compensation expense will increase or decrease accordingly.

      Stock-Based Incentive Plan . We also intend to implement a new stock-based incentive plan no earlier than six months after completion of the conversion. Stockholder approval of this plan will be required. If adopted within 12 months following the completion of the conversion, the stock-based incentive plan will reserve a number of shares up to 4% of the shares of common stock sold in the offering and issued to the charitable foundation, or up to 3,422,333 shares of common stock at the maximum as adjusted of the offering range, for awards of restricted stock to key employees and directors, at no cost to the recipients, in order to ensure that the aggregate number of restricted shares of common stock subject to the new stock-based incentive plan and our existing recognition and retention plan does not exceed 4% of the shares outstanding (including shares issued in exchange for existing shares of Northwest Bancorp, Inc. and issued to the charitable foundation) following completion of the conversion as required by Office of Thrift Supervision regulations. If the shares of common stock awarded under the stock-based incentive plan come from authorized but unissued shares of common stock, stockholders would experience dilution of up to approximately 2.47% in their ownership interest in Northwest Bancshares, Inc. If adopted within 12 months following the completion of the conversion, the stock-based incentive plan will also reserve a number of shares up to 10% of the shares of common stock sold in the offering and issued to the charitable foundation, or up to 8,555,833 shares of common stock at the maximum as adjusted of the offering range, for issuance pursuant to grants of stock options to key employees and directors in order to ensure that the aggregate number of shares reserved under the new stock-based incentive plan and our existing stock option plans does not exceed 10% of the shares outstanding (including shares issued in exchange for existing shares of Northwest Bancorp, Inc. and issued to the charitable foundation) following completion of the conversion as required by Office of Thrift Supervision regulations. If the shares of common stock issued upon the exercise of options come from authorized but unissued shares of common stock, stockholders would experience dilution of up to 5.96% in their ownership interest in Northwest Bancshares, Inc. Restricted stock awards and stock option grants made under this plan would be subject to vesting over a period of not less than five years. If the stock-based incentive plan is adopted more than one year after the completion of the conversion, awards of restricted stock or grants of stock options under the plan may exceed the percentages set forth above of the shares sold in the offering and issued to the charitable foundation and have a shorter vesting period. For a description of our current stock benefit plans, see “Management—Executive Compensation—Long-Term Stock-Based Compensation.”

     The following table summarizes the number of shares of common stock and the aggregate dollar value of grants that are expected under the new stock-based incentive plan as a result of the conversion. The table also shows the dilution to stockholders if all such shares are issued from authorized but unissued shares, instead of shares purchased in the open market. A portion of the stock grants shown in the table below may be made to non-management employees.

     We may fund our plans through open market purchases, as opposed to new issuances of common stock; however, if any options previously granted under our existing stock option plans are exercised during the first year following completion of the offering, they will be funded with newly-issued shares as Office of Thrift Supervision regulations do not permit us to repurchase our shares during the first year following the completion of this offering except to fund the grants of restricted stock under the stock-based incentive plan or under extraordinary circumstances. We have been advised by the staff of the Office of Thrift Supervision that the exercise of outstanding options and cancellation of treasury shares in the conversion will not constitute an extraordinary circumstance or a compelling business purpose for satisfying this test.

     The following table presents information as of June 30, 2009 regarding our existing employee stock ownership plan, our existing stock option plans, our existing recognition and retention plan, our proposed employee stock ownership plan purchases and our proposed stock-based incentive plan. The table below assumes that 117,383,969 shares are outstanding after the offering, which includes the sale of 73,025,000 shares in the offering at the maximum of the offering range, the issuance of 1,579,600 shares of common stock to the charitable foundation and the issuance of 42,998,469 shares in exchange for shares of Northwest Bancorp, Inc. using an exchange ratio of 2.3914. It also assumes that the value of the stock is $10.00 per share.

     The value of the restricted shares awarded under the stock-based incentive plan will be based on the market value of our common stock at the time the shares are awarded. The stock-based incentive plan is subject to stockholder approval, and cannot be implemented until at least six months after completion of the offering. The following table presents the total value of all shares that would be available for award and issuance under the new stock-based incentive plan, assuming the shares are awarded when the market price of our common stock ranges from $8.00 per share to $14.00 per share.

     The grant-date fair value of the options granted under the new stock-based incentive plan will be based in part on the price of shares of common stock of Northwest Bancshares, Inc. at the time the options are granted. The value will also depend on the various assumptions used in the option pricing model ultimately adopted. The following table presents the total estimated value of the options to be available for grant under the stock-based incentive plan, assuming the market price and exercise price for

the stock options are equal and the range of market prices for the shares is $8.00 per share to $14.00 per share.

      The tables presented above are provided for informational purposes only. Our shares of common stock may trade below $10 per share. Before you make an investment decision, we urge you to read this entire prospectus carefully, including, but not limited to, the section entitled “Risk Factors” beginning on page 27.

Limits on How Much Common Stock You May Purchase

     The minimum number of shares of common stock that may be purchased in the offering is 25.

      If you are not currently a Northwest Bancorp, Inc. stockholder —

     No person may purchase more than $1.5 million (150,000 shares) of common stock. If any of the following persons purchases shares of common stock, their purchases, in all categories of the offering combined, when aggregated with your purchases, cannot exceed $6.0 million (600,000 shares) of common stock:

	•		your spouse or relatives of you or your spouse living in your house;
	•		companies, trusts or other entities in which you are a trustee, have a controlling beneficial interest or hold a senior position; or
	•		other persons who may be your associates or persons acting in concert with you.

     Unless we determine otherwise, persons and persons exercising subscription rights through a single qualifying deposit account held jointly will be subject to the overall purchase limitation of $6.0 million (600,000 shares) in all categories of the offering combined.

     See the detailed description of purchase limitations and definitions of “acting in concert” and “associate” in “The Conversion and Offering—Limitations on Common Stock Purchases.”

      If you are currently a Northwest Bancorp, Inc. stockholder —

     In addition to the above purchase limitations, there is an ownership limitation for stockholders other than our employee stock ownership plan. Shares of common stock that you purchase in the offering individually and together with persons described above, plus any shares you and they receive in exchange for existing shares of Northwest Bancorp, Inc. common stock, may not exceed 5% of the total shares of common stock to be issued and outstanding after the completion of the conversion and offering.

     Subject to Office of Thrift Supervision approval, we may increase or decrease the purchase and ownership limitations at any time.

Steps We May Take if We Do Not Receive Orders for the Minimum Number of Shares

     If we do not receive orders for at least 53,975,000 shares of common stock in the subscription, community and/or syndicated community offering, we may take several steps in order to issue the minimum number of shares of common stock in the offering range. Specifically, we may:

	•		increase the purchase and ownership limitations; and/or
	•		seek regulatory approval to extend the offering beyond the [extension date] expiration date, provided that any such extension will require us to resolicit subscriptions received in the offering.

Alternatively, we may terminate the offering, return funds with interest and cancel deposit account withdrawal authorizations.

Conditions to Completion of the Conversion

     The Office of Thrift Supervision has conditionally approved the plan of conversion and reorganization; however, such approval does not constitute a recommendation or endorsement of the plan of conversion and reorganization by that agency.

     We cannot complete the conversion unless:

	•		The plan of conversion and reorganization is approved by at least a majority of votes eligible to be cast by members of Northwest Bancorp, MHC as of [voting record date] (comprised of depositors of Northwest Savings Bank as of [voting record date]);
	•		The plan of conversion and reorganization is approved by a vote of at least two-thirds of the outstanding shares of common stock of Northwest Bancorp, Inc. as of [voting record date], including shares held by Northwest Bancorp, MHC (Because Northwest Bancorp, MHC owns 63.0% of the outstanding shares of Northwest Bancorp, Inc. common stock, we expect that Northwest Bancorp, MHC and our directors and executive officers will control the outcome of this vote.);
	•		The plan of conversion and reorganization is approved by a vote of at least a majority of the outstanding shares of common stock of Northwest Bancorp, Inc. as of [voting record date], excluding those shares held by Northwest Bancorp, MHC;
	•		We sell at least the minimum number of shares of common stock offered;
	•		We receive the final approval of the Office of Thrift Supervision to complete the conversion; however, such approval does not constitute a recommendation or endorsement of the plan of conversion and reorganization by that agency; and
	•		We receive any required final regulatory approvals or non-objection from the Pennsylvania Department of Banking and the Federal Deposit Insurance Corporation to complete the conversion; however, such approval or non-objection does not constitute a recommendation or endorsement of the plan of conversion and reorganization by those agencies.

     Subject to member, stockholder and regulatory approvals, we intend to establish and fund the charitable foundation in connection with the conversion. However, member and stockholder approval of the charitable foundation is not a condition to the completion of the conversion and offering.

     Northwest Bancorp, MHC intends to vote its ownership interest in favor of the plan of conversion and reorganization and in favor of the establishment and funding of the charitable foundation. At [stockholder record date], Northwest Bancorp, MHC owned 63.0% of the outstanding shares of common stock of Northwest Bancorp, Inc. The directors and executive officers of Northwest Bancorp, Inc. and their affiliates owned 784,600 shares of Northwest Bancorp, Inc., or 1.62% of the outstanding shares of common stock as of [stockholder record date]. They have indicated their intention to vote those shares in favor of the plan of conversion and reorganization and in favor of the establishment and funding of the charitable foundation.

Market for Common Stock

     Publicly held shares of Northwest Bancorp, Inc.’s common stock currently trade on the Nasdaq Global Select Market under the symbol “NWSB.” Upon completion of the conversion, the shares of common stock of Northwest Bancshares, Inc. will replace Northwest Bancorp, Inc.’s existing shares. We expect that Northwest Bancshares, Inc.’s shares of common stock will trade on the Nasdaq Global Select Market under the trading symbol “NWBI” after the completion of the offering. In order to list our common stock on the Nasdaq Global Select Market, we are required to have at least three broker-dealers who will make a market in our common stock. Northwest Bancorp, Inc. currently has 20 registered market makers. Persons purchasing shares of common stock in the offering may not be able to sell their shares at or above the $10.00 price per share.

Our Issuance of Shares of Common Stock and Cash to the Charitable Foundation

     To further our commitment to the communities we serve and may serve in the future, we intend, subject to our members’ and stockholders’ approval, to establish and fund a new charitable foundation as part of the conversion. We intend to contribute to the charitable foundation $1.0 million in cash and shares of common stock with an aggregate value of cash and stock equal to 2% of the shares sold in the stock offering. These shares and cash will have a value of $10.8 million at the minimum of the valuation range and $14.6 million at the maximum of the valuation range, subject to adjustment to $16.8 million. As a result of the issuance of shares to the charitable foundation and the cash contribution, we expect to record an after-tax expense of approximately $6.6 million at the minimum of the valuation range and approximately $10.2 million at the adjusted maximum of the valuation range, during the quarter in which the conversion is completed.

     Under the Internal Revenue Code, a corporate entity is generally permitted to deduct up to 10% of its taxable income (taxable income before the charitable contributions deduction) in any one year for charitable contributions. Any contribution in excess of the 10% limit may generally be deducted for federal income tax purposes over the five years following the year in which the charitable contribution was made. Accordingly, a charitable contribution by a corporate entity to a charitable foundation could, if necessary, be deducted for federal income tax purposes over a six-year period. Our overall charitable contribution deduction could be limited if our future taxable income is insufficient to allow for the full deduction within the 10% of taxable income limitation, which would result in an increase to income tax expense.

     The new charitable foundation will be governed by a board of directors, initially consisting of William J. Wagner, Philip M. Tredway and Richard E. McDowell and one individual who is not affiliated with us. None of these individuals will receive compensation for their service as a director of the

charitable foundation. In addition, some of our employees will serve as executive officers of the charitable foundation. None of these individuals will receive compensation for their service as an executive officer of the charitable foundation.

     The new charitable foundation will be dedicated to supporting charitable causes and community development activities in the communities in which we operate or may operate. In addition to traditional community contributions and community reinvestment initiatives, the charitable foundation is expected to emphasize grants or donations to support housing assistance, local education and other types of organizations or civic-minded projects. During the six months ended June 30, 2009 and the years ended December 31, 2008 and 2007, our existing charitable foundation made charitable contributions of $84,000, $88,000 and $76,000, respectively. It is possible that the new foundation and our existing foundation will merge at some point in the future but no decision on this matter has been made as of this time.

     Issuing shares of common stock to the charitable foundation will:

	•		dilute the voting interests of purchasers of shares of our common stock in the stock offering; and
	•		result in an expense, and a reduction in our earnings during the quarter in which the contribution is made, equal to the full amount of the contribution to the charitable foundation, offset in part by a corresponding tax benefit equal to 39% of such contribution.

     The establishment and funding of the charitable foundation has been approved by the board of trustees of Northwest Bancorp, MHC, and must be approved by the members of Northwest Bancorp, MHC and the stockholders of Northwest Bancorp, Inc. at their special meetings being held to consider and vote upon the plan of conversion. If members or stockholders do not approve the establishment and funding of the foundation, we will proceed with the conversion and offering without the foundation and subscribers for common stock will not be resolicited (unless required by the Office of Thrift Supervision, the Federal Deposit Insurance Corporation or the Pennsylvania Department of Banking). Without the foundation, RP Financial, LC. estimates that our pro forma valuation would be greater and, as a result, a greater number of shares of common stock would be issued in the offering.

     RP Financial, LC. will update its appraisal of our estimated pro forma market value at the conclusion of the offering. The pro forma market value reflected in that updated appraisal will be based on the facts and circumstances existing at that time, including, among other things, market and economic conditions, as well as whether the charitable foundation is formed and funded with shares of our common stock.

     See “Risk Factors—The contribution of shares to the charitable foundation will dilute your ownership interests and adversely affect net income,” “Risk Factors—Our contribution to the charitable foundation may not be tax deductible, which could reduce our profits,” “Comparison of Valuation and Pro Forma Information With and Without the Charitable Foundation” and “Northwest Charitable Foundation.”

Tax Consequences

     As a general matter, the conversion will not be a taxable transaction for federal or state income tax purposes to Northwest Bancorp, MHC, Northwest Bancorp, Inc., Northwest Savings Bank, Northwest

Bancshares, Inc., persons eligible to subscribe in the subscription offering, or existing stockholders of Northwest Bancorp, Inc. Existing stockholders of Northwest Bancorp, Inc. who receive cash in lieu of fractional share interests in shares of Northwest Bancshares, Inc. common stock will recognize a gain or loss equal to the difference between the cash received and the tax basis of the fractional share.

Persons Who May Order Shares of Common Stock in the Offering

     Subscription rights to purchase shares of common stock in a “subscription offering” have been granted in the following descending order of priority:

	(i)		First, to depositors with accounts at Northwest Savings Bank with aggregate balances of at least $50.00 at the close of business on June 30, 2008.
	(ii)		Second, to our tax-qualified employee benefit plans, including our employee stock ownership plan and 401(k) plan, which will receive nontransferable subscription rights to purchase in the aggregate up to 10% of the shares of common stock sold in the offering and issued to the charitable foundation.
	(iii)		Third, to depositors with accounts at Northwest Savings Bank with aggregate balances of at least $50.00 at the close of business on [supplemental date].
	(iv)		Fourth, to depositors of Northwest Savings Bank at the close of business on [voting record date].

     Shares of common stock not purchased in the subscription offering may be offered for sale to the general public in a “community offering,” with a preference given first to natural persons residing in the Commonwealth of Pennsylvania; the Florida county of Broward; the Maryland counties of Anne Arundel, Baltimore, and Howard as well as Baltimore City, Maryland; the New York counties of Cattaraugus, Chautuaqua, Erie and Monroe; and the Ohio counties of Lake, Geauga and Ashtabula, and then to Northwest Bancorp, Inc. public stockholders as of [stockholder record date]. The community offering, if held, may begin concurrently with, during or promptly after the subscription offering, as we may determine at any time. We also may offer for sale shares of common stock not purchased in the subscription offering or community offering through a “syndicated community offering,” with Stifel, Nicolaus & Company, Incorporated as sole book running manager. We have the right to accept or reject, in our sole discretion, orders received in the community offering or syndicated community offering. Any determination to accept or reject purchase orders in the community offering and the syndicated community offering will be based on the facts and circumstances available to management at the time of the determination.

     If we receive orders for more shares than we are offering, we may not be able to fully or partially fill your order. Shares will be allocated first to categories in the subscription offering in accordance with Northwest Bancorp, MHC’s plan of conversion and reorganization. A detailed description of share allocation procedures can be found in the section of this prospectus entitled “The Offering.”

How You May Purchase Shares of Common Stock

     In the subscription offering and community offerings, you may pay for your shares only by:

(i)

personal check, bank check or money order made payable directly to Northwest Bancshares, Inc.; or

(ii)

authorizing us to withdraw funds from the types of Northwest Savings Bank deposit accounts designated on the stock order form.

     Northwest Savings Bank is not permitted to lend funds to anyone for the purpose of purchasing shares of common stock in the offering. Additionally, you may not use a Northwest Savings Bank line of credit check or any type of third party check or wire transfer to pay for shares of common stock. Please do not submit cash.

     You may purchase shares of common stock in the offering by delivering a signed and completed original stock order form, together with full payment payable to Northwest Bancshares, Inc. or authorization to withdraw funds from one or more of your Northwest Savings Bank deposit accounts, provided that we receive the stock order form before 4:00 p.m., Eastern Time, on [expiration date], which is the end of the offering period. Checks and money orders will be immediately deposited in a segregated account with Northwest Savings Bank or another insured depository institution upon receipt. We will pay interest calculated at Northwest Savings Bank’s passbook savings rate from the date funds are processed until completion or termination of the conversion. On your stock order form, you may not authorize direct withdrawal from a Northwest Savings Bank individual retirement account. If you wish to use funds in an individual retirement account to purchase shares of our common stock, please see “—Using Individual Retirement Account Funds to Purchase Shares” below. You may not designate a withdrawal from Northwest Savings Bank accounts with check-writing privileges. Please provide a check instead.

     Withdrawals from certificates of deposit to purchase shares of common stock in the offering may be made without incurring an early withdrawal penalty. If a withdrawal results in a certificate of deposit account with a balance less than the applicable minimum balance requirement, the certificate of deposit will be canceled at the time of withdrawal without penalty and the remaining balance will earn interest at the current passbook savings rate subsequent to the withdrawal. All funds authorized for withdrawal from deposit accounts at Northwest Savings Bank must be available in the accounts at the time the stock order is received. A hold will be placed on those funds when your stock order is received, making the designated funds unavailable to you during the offering period. Funds will not be withdrawn from an account until the completion of the offering and will earn interest at the applicable deposit account rate until that time.

     We are not required to accept copies or facsimiles of stock order forms. By signing the stock order form, you are acknowledging both receipt of this prospectus and that the shares of common stock are not deposits or savings accounts that are federally insured or otherwise guaranteed by Northwest Savings Bank, Northwest Bancshares, Inc. or the federal or state governments.

Submitting Your Order in the Subscription and Community Offerings

     You may submit your stock order form by mail using the order reply envelope provided, by overnight courier to the indicated address on the stock order form, or by delivery to our Stock Information Center, which is located at [stock information center address]. Stock order forms may not be delivered to other Northwest Savings Bank offices. Once submitted, your order is irrevocable unless the offering is terminated or extended beyond [extension date], or the number of shares of common stock to be sold is increased to more than 83,978,750 shares or decreased to fewer than 53,975,000 shares.

Deadline for Orders of Common Stock in the Subscription or Community Offerings

     If you wish to purchase shares of common stock, a properly completed and signed original stock order form, together with full payment for the shares of common stock, must be received (not

postmarked) by the Stock Information Center located at [stock information center address] no later than 4:00 p.m., Eastern Time, on [expiration date].

     Once submitted, your order is irrevocable unless the offering is terminated or extended or the number of shares to be issued increases to more than 83,978,750 shares or decreases to less than 53,975,000 shares. We may extend the [expiration date] expiration date, without notice to you, until [extension date]. If the offering is extended beyond [extension date] or if the offering range is increased or decreased, we will be required to resolicit purchasers before proceeding with the offering. In either of these cases, purchasers will have the right to maintain, change or cancel their orders. If we do not receive a written response from a purchaser regarding any resolicitation, the purchaser’s order will be canceled and all funds received will be returned promptly with interest, and deposit account withdrawal authorizations will be canceled. No extension may last longer than 90 days. All extensions, in the aggregate, may not last beyond [final expiration date].

     Although we will make reasonable attempts to provide this prospectus and offering materials to holders of subscription rights, the subscription offering and all subscription rights will expire at 11:00 a.m., Eastern Time, on [expiration date], whether or not we have been able to locate each person entitled to subscription rights.

      TO ENSURE THAT EACH PERSON RECEIVES A PROSPECTUS AT LEAST 48 HOURS PRIOR TO THE EXPIRATION DATE OF THE OFFERING IN ACCORDANCE WITH FEDERAL LAW, NO PROSPECTUS WILL BE MAILED ANY LATER THAN FIVE DAYS PRIOR TO THE OFFERING EXPIRATION DATE OR HAND-DELIVERED ANY LATER THAN TWO DAYS PRIOR TO THE OFFERING EXPIRATION DATE.

Using Individual Retirement Account Funds to Purchase Shares

     You may be able to subscribe for shares of common stock using funds in your individual retirement account. However, shares of common stock must be held in a self-directed retirement account, such as those offered by a brokerage firm. By regulation, Northwest Savings Bank’s individual retirement accounts are not self-directed, so they cannot be invested in our common stock. If you wish to use some or all of the funds in your Northwest Savings Bank individual retirement account, the applicable funds must be transferred to a self-directed account maintained by an independent trustee or custodian, such as another bank or a brokerage firm. If you do not have such an account, you will need to establish one before placing your stock order. An annual administrative fee may be payable to the independent trustee or custodian. Because individual circumstances differ and processing of retirement fund orders takes additional time, we recommend that you contact our Stock Information Center promptly, preferably at least two weeks before the [expiration date] offering deadline, for assistance with purchases using your individual retirement account or other retirement account that you may have at Northwest Savings Bank or elsewhere. Whether you may use such funds for the purchase of shares in the offering may depend on timing constraints and, possibly, limitations imposed by the institution where the funds are held.

Delivery of Stock Certificates

     Certificates representing shares of common stock sold in the subscription and community offerings will be mailed by regular mail to the persons entitled thereto at the certificate registration address noted on the stock order form, as soon as practicable following consummation of the offering and receipt of all necessary regulatory approvals. It is possible that, until certificates for the common stock are delivered, purchasers may not be able to sell the shares of common stock that they ordered, even though the common stock will have begun trading.

     If you are currently a stockholder of Northwest Bancorp, Inc., see “The Conversion and Offering—Exchange of Existing Stockholders’ Stock Certificates.”

You May Not Sell or Transfer Your Subscription Rights

     Office of Thrift Supervision regulations prohibit you from transferring your subscription rights. If you order shares of common stock in the subscription offering, you will be required to state that you are purchasing the common stock for yourself and that you have no agreement or understanding to sell or transfer your subscription rights. We intend to take legal action, including reporting persons to federal agencies, against anyone who we believe has sold or transferred his or her subscription rights. We will not accept your order if we have reason to believe that you have sold or transferred your subscription rights. On the stock order form, you may not add the names of others for joint stock registration who do not have subscription rights or who qualify only in a lower subscription offering priority than you do. You may add only those who were eligible to purchase shares of common stock in the subscription offering at your date of eligibility. In addition, the stock order form requires that you list all deposit accounts, giving all names on each account and the account number at the applicable eligibility date. Failure to provide this information, or providing incomplete or incorrect information, may result in a loss of part or all of your share allocation, in the event of an oversubscription .

How You Can Obtain Additional Information — Stock Information Center

     Our banking office personnel may not, by law, assist with investment-related questions about the offering. If you have any questions regarding the conversion or offering, please call or visit our Stock Information Center, located at [stock information center address]. The Stock Information Center is open Monday through Friday between 10:00 a.m. and 4:00 p.m., Eastern Time. The Stock Information Center will be closed weekends and bank holidays. Other Northwest Savings Bank offices will not have offering materials and will not accept stock order forms or proxy cards. The Stock Information Center’s toll-free telephone number is (877)                      .

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
OF
NORTHWEST BANCORP, INC. AND SUBSIDIARIES

     The summary financial information presented below is derived in part from the consolidated financial statements of Northwest Bancorp, Inc. and Subsidiaries. The following is only a summary and you should read it in conjunction with the consolidated financial statements and notes beginning on pages F-1 and G-1. The information at December 31, 2008 and 2007 and for the years ended December 31, 2008, 2007 and 2006 is derived in part from the audited consolidated financial statements of Northwest Bancorp, Inc. that appear in this prospectus. The information at December 31, 2005 and at June 30, 2005 and 2004 and for the years then ended is derived in part from audited consolidated financial statements that do not appear in this prospectus. We changed our fiscal year end from June 30 to December 31, effective December 31, 2005. The operating data for the six months ended June 30, 2009 and 2008 and the financial condition data at June 30, 2009 were not audited. However, in the opinion of management of Northwest Bancorp, Inc., all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the unaudited periods have been made. No adjustments were made other than normal recurring entries. The results of operations for the six months ended June 30, 2009 are not necessarily indicative of the results of operations that may be expected for the entire year.

 

(1)		In 2007 we divested investment securities that we deemed to have a deteriorating risk profile, including several classified as held-to-maturity, which required us to reclassify all investment securities as available-for-sale.
(2)		Includes one- to four-family residential mortgage loans, home equity loans and commercial real estate loans.