8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):              November 8, 2010

Northwest Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Maryland	1-3482	27-0950358
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

100 Liberty Street, Warren, Pennsylvania	16365
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:         (814) 726-2140

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item 8.01               Other Events

On November 8, 2010, Northwest Bancshares, Inc. (the “Company”) issued a news release announcing termination of its merger agreement with NexTier Inc., and the reasons for such termination.  Additionally, the Company issued a news release regarding the initiation of a stock repurchase program for up to 10% of its outstanding common stock commencing no earlier than December 18, 2010.  A copy of the news releases are included as exhibits 99.1 and 99.2, respectively and are incorproated by reference into this report.

Item 9.01                      Financial Statements and Exhibits

(a)	Not applicable
(b)	Not applicable
(c)	Not applicable
(d)	Exhibits

Exhibit No.	Description
99.1 99.2	Press release dated November 8, 2010 regarding the termination of the merger agreement with NexTier. Press release dated November 8, 2010 regarding the initiation of a stock repurchase program.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

		NORTHWEST BANCSHARES, INC.
DATE: November 8, 2010	By:	/s/ William W. Harvey, Jr.
		William W. Harvey, Jr.
		Chief Financial Officer

EX-99.1 CHARTER

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

November 8, 2010

William J. Wagner

President and Chief Executive Officer

Northwest Bancshares, Inc.

(814) 726-2140

Northwest Bancshares, Inc. Announces Termination

of Merger Agreement with NexTier Inc.

Warren, Pennsylvania.  Northwest Bancshares, Inc. (“Northwest”) (Nasdaq GS: “NWBI”) the holding company for Northwest Savings Bank, announced that its Agreement and Plan of Merger, dated May 5, 2010, with NexTier, Inc., the holding company for NexTier Bank, has been terminated.

The termination of the merger agreement was based on the expectation that the merger would not receive required approval from Northwest Savings Bank’s primary federal regulator, the Federal Deposit Insurance Corporation (“FDIC”).  As the result of a recently completed, regularly scheduled compliance examination, the FDIC criticized various components of Northwest Savings Bank’s consumer compliance program.  Northwest Savings Bank is taking steps to promptly address the issues identified by the FDIC.  Northwest Savings Bank expects to receive a formal enforcement order concerning its compliance program.  As a result of the foregoing, the FDIC requested that Northwest Savings Bank withdraw its merger application to acquire NexTie r Bank, National Association.

About Northwest Bancshares, Inc. and Northwest Savings Bank

Founded in 1896 and headquartered in Warren, Pennsylvania, Northwest Bancshares, Inc., through its subsidiary Northwest Savings Bank, currently operates 171 community banking locations in Pennsylvania, New York, Ohio, Maryland and Florida.  Northwest Savings Bank is a full-service financial institution offering a complete line of retail and business banking products as well as investment management and trust services.  The Company also operates 52 consumer finance offices in Pennsylvania through its subsidiary, Northwest Consumer Discount Company.  Northwest Bancshares, Inc.’s stock is listed on the NASDAQ Global Select Market.  Additional information regarding Northwest Bancshares, Inc. can be accessed on-line at www.northwestsavingsbank.com.

Forward-Looking Statements - This press release may contain forward-looking statements with respect to the financial condition and results of operations of Northwest Bancshares, Inc. including, without limitations, statements relating to the earnings outlook of the Company. These forward-looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements, include among others, the following possibilities: (1) changes in the interest rate environment; (2) competitive pressure among financial services companies; (3) general economic conditions including an increase in non-performing loans that could result from an economic downturn; (4) changes in legislation or regulatory requirements; (5) difficulties in continuing to improve oper ating efficiencies; (6) increased regulatory scrutiny and/or restrictions on Northwest Savings Bank; and (7) increased risk associated with an increase in commercial real-estate and business loans and non-performing loans.  Management has no obligation to revise or update these forward-looking statements to reflect events or circumstances that arise after the date of this release.

EX-99.2 BYLAWS

Exhibit 99.2

NEWS RELEASE

FOR IMMEDIATE RELEASE

Contact:                      William J. Wagner, President and Chief Executive Officer (814) 726.2140

      William W. Harvey, Jr., Executive Vice President and Chief Financial Officer (814) 726.2140

NORTHWEST BANCSHARES, INC. AUTHORIZES THE REPURCHASE OF UP TO 10% OF ITS OUTSTANDING COMMON STOCK

WARREN, PENNSYLVANIA November 8, 2010

Northwest Bancshares, Inc. (NasdaqGS:  NWBI) announced today that the Company’s Board of Directors authorized the repurchase of up to 10%, or approximately 11,000,000, of the Company’s outstanding shares of common stock.  Repurchases may commence no earlier than December 18, 2010 in accordance with the Office of Thrift Supervision’s approval of Northwest’s second-step conversion which stipulated that no share repurchases could occur for a one-year period.  The stock repurchase program may be carried out through open market purchases, block trades, negotiated private transactions and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission.  The stock may be repurchased on an ongoing basis and will be subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company’s financial performance.  Any repurchased shares will be held as authorized but unissued shares and will be available for general corporate purposes.

President and Chief Executive Officer William J. Wagner stated, “The repurchase of common shares when permitted by regulation and during periods of favorable market conditions continues to be an integral part of our capital management program.  With our tangible common equity ratio over 14% and our stock trading at a low multiple of tangible book value, we believe shareholder value can be enhanced through a share repurchase program.”

A full-service financial institution with assets of approximately $8.1 billion, Northwest Bancshares, Inc. is the parent company of Northwest Savings Bank, which serves its customers in Pennsylvania, New York, Maryland, Ohio and Florida with a network of 171 community banking offices.

Forward-Looking Statements - This press release may contain forward-looking statements with respect to the financial condition and results of operations of Northwest Bancshares, Inc. including, without limitations, statements relating to the earnings outlook of the Company. These forward-looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements, include among others, the following possibilities: (1) changes in the interest rate environment; (2) competitive pressure among financial services companies; (3) general economic conditions including an increase in non-performing loans that could result from an economic downturn; (4) changes in legislation or regulatory requirements; (5) difficulties in continuing to improve o perating efficiencies; (6) increased regulatory scrutiny and/or restrictions on Northwest Savings Bank; and (7) increased risk associated with an increase in commercial real-estate and business loans and non-performing loans.  Management has no obligation to revise or update these forward-looking statements to reflect events or circumstances that arise after the date of this release.