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): April 21, 2010

Northwest Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Maryland	1-34582	27-0950358
(State or other jurisdiction	(Commission File No.)	(I.R.S. Employer
of incorporation)		Identification No.)

100 Liberty Street
Warren, Pennsylvania	16365
(Address of principal executive office)	(Zip code)

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

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item 2.02	Results of Operations and Financial Condition
	On April 21, 2010, Northwest Bancshares, Inc. issued an earnings release for the quarter March 31, 2010. A copy of the release is included as exhibit 99.1 to this report and is being furnished to the SEC and shall not be deemed “filed” for any purpose.

Item 5.07	Submission of Matters to a Vote of Security Holders
	The Annual Meeting of Shareholders was held on April 21, 2010. The matters listed below were submitted to a vote of the shareholders through the solicitation of proxies, and the proposals are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 22, 2010. The final results of the shareholder votes are as follows:
	Proposal 1 — Election of Directors

					Broker
	For		Withheld		Non-Votes
Robert G. Ferrier		77,956,441		995,000		15,411,100
Richard E. McDowell		78,307,323		644,118		15,411,100
Joseph F. Long		77,375,557		1,575,884		15,411,100
John P. Meegan		78,328,654		622,787		15,411,100

Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm

The Shareholders approved the ratification of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2010.

For	93,222,506
Against	967,398
Abstain	172,637
Broker non-votes	0

Item 8.01	Other Events.
	On April 21, 2010, the Registrant held its annual shareholders’ meeting. The slide presentation made to shareholders is attached as exhibit 99.2.

Item 9.01 Financial Statements and Exhibits

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

Exhibit No.	Description
99.1	Press release dated April 21, 2010
99.2	Slide presentation made to shareholders.

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: April 22, 2010	By:	/s/ William W. Harvey, Jr.
		William W. Harvey, Jr.
		Chief Financial Officer

EX-99.1

EXHIBIT 99.1

PRESS RELEASE OF NORTHWEST BANCSHARES, INC.

EARNINGS 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. Announces First Quarter 2010
Earnings and Dividend Declaration

Warren, Pennsylvania — April 21, 2010

     Northwest Bancshares, Inc. (NasdaqGS: NWBI) announced net income for the quarter ended March 31, 2010 of $13.2 million, or $0.12 per diluted share. This represents an increase of $851,000 over the same quarter last year when net income was $12.3 million, or $0.11 per diluted share, and an increase of $12.2 million over the quarter ended December 31, 2009 when net income was $1.0 million, or $0.01 per diluted share. The annualized returns on average shareholders’ equity and average assets for the current quarter were 4.05% and 0.65% compared to 7.93% and 0.70% for the same quarter last year and 0.46% and 0.05% for the quarter ended December 31, 2009.

     The Company also announced that its Board of Directors declared a quarterly cash dividend of $0.10 per share payable on May 13, 2010, to shareholders of record as of May 1, 2010. This represents the 62^nd consecutive quarter in which the Company has paid a cash dividend.

     In making this announcement, William J. Wagner, President and CEO, noted, “We are pleased to report solid core earnings in our first period as a fully-public company following the completion of our second-step conversion on December 18, 2009. The proceeds we received from the offering assisted in improving net interest income in the current quarter while also enhancing the strength of our capital position during a time of continued economic uncertainty. In our ongoing efforts to enhance profitability, management is focused on using the offering proceeds to significantly increase our loan portfolio while using the new capital to grow all areas of our franchise both organically and through acquisition.”

     Net interest income increased by $2.2 million, or 3.9%, to $60.0 million for the quarter ended March 31, 2010, from $57.8 million for the quarter ended March 31, 2009. The increase in net interest income was primarily a result of decreases in interest expense on both deposits and borrowings, partially offset by a decrease in interest income on investment securities. Interest income on loans receivable remained unchanged from the same quarter last year. Interest expense on deposits decreased by

$3.2 million, or 13.1%, to $21.4 million as a result of a change in the mix of deposits as lower-cost transaction accounts grew more rapidly than other types of deposits.

     The provision for loan losses increased by $3.0 million, or 52.2%, to $8.8 million for the quarter ended March 31, 2010, from $5.8 million for the quarter ended March 31, 2009. This increase is primarily due to weakness in general economic conditions and its impact on loan charge-offs. Net charge-offs for the quarter ended March 31, 2010 were $4.4 million, or 0.33% of average loans on an annualized basis, compared to $3.2 million, or 0.25% of average loans on an annualized basis, for the quarter ended March 31, 2009. The Company also emphasized that its level of provision for loan losses in excess of net charge-offs has resulted in an increase in the allowance for loan losses which are reserves established to absorb losses inherent in the loan portfolio. As of March 31, 2010, the allowance for loan losses was $74.8 million, or 1.38% of total loans, compared to $57.5 million, or 1.11% of total loans, as of March 31, 2009. Nonperforming loans were $117.2 million as of March 31, 2010, compared to $105.5 million as of March 31, 2009.

     Noninterest income increased by $6.3 million, or 64.5%, to $15.9 million for the quarter ended March 31, 2010, from $9.6 million for the quarter ended March 31, 2009 with most of this change attributable to two events. In the current year, the Company sold approximately $55.0 million of Fannie Mae zero coupon bonds, realizing a gain of $2.1 million and in the prior year, the Company wrote down a foreclosed property in the amount of $3.9 million. Almost all other major components of noninterest income increased from the previous year. Core service charges and fees increased by $1.0 million, or 13.1%, to $8.9 million. Trust and other financial services income increased by $485,000, or 36.0%, to $1.8 million. Insurance commission income of $1.1 million more than doubled from the prior year due to the January 2, 2010 acquisition of Veracity Benefits Design, Inc., an employee benefits firm specializing in services to employer and employee groups, offering group medical, dental, life, accidental death and dismemberment, long term disability, travel accident, and vision insurance plans.

     Noninterest expense increased by $4.3 million, or 9.8%, to $48.6 million for the quarter ended March 31, 2010, from $44.3 million in the prior year. This increase is primarily a result of increases in compensation and employee benefits, marketing expenses and other expenses. Compensation and employee benefits expenses increased by $2.0 million, or 8.1%, to $25.9 million. This increase is primarily attributable to an increase in health insurance expense and the expense of the employee stock ownership plan. In conjunction with the second-step common stock offering completed during December 2009, the Company purchased approximately $28.9 million of common stock for its employee stock ownership plan, which is anticipated to be distributed to employees over 20 years. Marketing expenses increased by $514,000, or 55.3%, to $1.4 million as the Company continued a major campaign focused on the acquisition of checking account relationships.

     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 51 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 operating efficiencies; (6) difficulties in the integration of acquired businesses; 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.

Northwest Bancshares, Inc. and Subsidiaries
Consolidated Statements of Financial Condition
(Dollars in thousands, except per share amounts)

	(Unaudited)
	March 31,			December 31,
	2010			2009
Assets
Cash and cash equivalents	$	66,351			69,265
Interest-earning deposits in other financial institutions		868,361			1,037,893
Federal funds sold and other short-term investments		683			632
Marketable securities available-for-sale (amortized cost of $901,441 and $1,059,177)		911,231			1,067,089
Marketable securities held-to-maturity (fair value of $275,114 and $0)		275,956			—
Total cash, interest-earning deposits and marketable securities		2,122,582			2,174,879
Loans held for sale		181			1,164
Mortgage loans — one- to four- family		2,392,899			2,334,538
Home equity loans and lines of credit		1,073,925			1,067,584
Consumer loans		282,631			286,292
Commercial real estate loans		1,288,584			1,238,217
Commercial business loans		385,455			371,670
Total loans receivable		5,423,675			5,299,465
Allowance for loan losses		(74,836	)		(70,403	)
Loans receivable, net		5,348,839			5,229,062
Federal Home Loan Bank stock, at cost		63,242			63,242
Accrued interest receivable		27,209			25,780
Real estate owned, net		22,182			20,257
Premises and Equipment, net		123,274			124,316
Bank owned life insurance		129,436			128,270
Goodwill		171,682			171,363
Other intangible assets		5,900			4,678
Other assets		70,284			83,451
Total assets	$	8,084,630			8,025,298
Liabilities and Shareholders’ equity
Liabilities
Noninterest-bearing demand deposits	$	514,487			487,036
Interest-bearing demand deposits		773,613			768,110
Savings deposits		1,881,216			1,744,537
Time deposits		2,524,132			2,624,741
Total deposits		5,693,448			5,624,424
Borrowed funds		903,905			897,326
Advances by borrowers for taxes and insurance		25,033			22,034
Accrued interest payable		4,559			4,493
Other liabilities		52,511			57,412
Junior subordinated debentures		103,094			103,094
Total liabilities		6,782,550			6,708,783
Shareholders’ equity
Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued		—			—
Common stock, $0.01 par value: 500,000,000 shares authorized, 110,680,962 shares and 110,641,858 shares issued, respectively		1,107			1,106
Paid-in-capital		828,623			828,195
Retained earnings		510,932			508,842
Unallocated common stock of Employee Stock Ownership Plan		(28,851	)		(11,651	)
Accumulated other comprehensive loss		(9,731	)		(9,977	)
Total shareholders’ equity		1,302,080			1,316,515
Total liabilities and shareholders’ equity	$	8,084,630			8,025,298
Equity to assets		16.11	%		16.40	%
Tangible common equity to assets		14.22	%		14.53	%
Book value per share	$	11.76		$	11.90
Tangible book value per share	$	10.16		$	10.31
Closing market price per share	$	11.73		$	11.27
Full time equivalent employees		1,869			1,867
Number of banking offices		171			171

Northwest Bancshares, Inc. and Subsidiaries
Consolidated Statements of Income — Unaudited
(Dollars in thousands, except per share amounts)

	Three months ended
	March 31,						December 31,
	2010			2009			2009
Interest income:
Loans receivable		80,746			80,708			80,322
Mortgage-backed securities		6,145			7,405			6,405
Taxable investment securities		998			1,546			1,246
Tax-free investment securities		2,684			2,932			2,678
Interest-earning deposits		565			39			226
Total interest income		91,138			92,630			90,877
Interest expense:
Deposits		21,404			24,637			22,839
Borrowed funds		9,700			10,189			9,994
Total interest expense		31,104			34,826			32,833
Net interest income		60,034			57,804			58,044
Provision for loan losses		8,801			5,781			14,500
Net interest income after provision for loan losses		51,233			52,023			43,544
Noninterest income:
Impairment losses on securities		(437	)		—			(5,920	)
Noncredit related losses on securities not expected to be sold (recognized in other comprehensive income)		340			—			5,004
Net impairment losses		(97	)		—			(916	)
Gain on sale of investments, net		2,083			42			26
Service charges and fees		8,902			7,871			9,343
Trust and other financial services income		1,833			1,348			1,958
Insurance commission income		1,142			549			619
Gain/ (loss) on real estate owned, net		(24	)		(3,879	)		(120	)
Income from bank owned life insurance		1,166			1,187			1,195
Mortgage banking (loss)/ income		(8	)		1,814			992
Gain on bargain purchase of Keystone State Savings Bank		—			—			3,503
Other operating income		860			705			695
Total noninterest income		15,857			9,637			17,295
Noninterest expense:
Compensation and employee benefits		25,856			23,926			25,637
Premises and occupancy costs		6,002			5,978			5,442
Office operations		3,237			3,013			3,372
Processing expenses		5,696			5,308			5,829
Marketing expenses		1,443			929			4,106
Federal deposit insurance premiums		2,148			1,890			2,148
Professional services		728			641			691
Amortization of intangible assets		782			844			649
Real estate owned expense		899			433			691
Contribution to charitable foundation		—			—			13,822
Other expense		1,813			1,304			1,850
Total noninterest expense		48,604			44,266			64,237
Income/ (loss) before income taxes		18,486			17,394			(3,398	)
Income tax expense/ (benefit)		5,333			5,092			(4,404	)
Net income		13,153			12,302			1,006
Basic earnings per share	$	0.12		$	0.11	*	$	0.01
Diluted earnings per share	$	0.12		$	0.11	*	$	0.01
Annualized return on average equity		4.05	%		7.93	%		0.46	%
Annualized return on average assets		0.65	%		0.70	%		0.05	%
Basic common shares outstanding		108,378,245			108,926,647	*		109,286,606
Diluted common shares outstanding		109,052,039			109,180,800	*		109,820,238

* - Adjusted for 2.25 to 1 exchange ratio.

Northwest Bancshares, Inc. and Subsidiaries
Supplementary data — unaudited
(Dollars in thousands)

	Three months ended						Year ended
	March 31,						December 31,
	2010			2009			2009			2008
Allowance for loan losses
Beginning balance	$	70,403			54,929			54,929			41,784
Provision		8,801			5,781			41,847			22,851
Charge-offs mortgage		(625	)		(325	)		(1,437	)		(1,513	)
Charge-offs consumer		(1,911	)		(1,488	)		(7,045	)		(6,607	)
Charge-offs commercial		(2,334	)		(1,691	)		(19,334	)		(3,490	)
Recoveries		502	#		281			1,443			1,904
Ending balance	$	74,836			57,487			70,403			54,929
Net charge-offs to average loans, annualized		0.33	%		0.25	%		0.51	%		0.19	%

	March 31,						December 31,
	2010			2009			2009			2008
Nonperforming loans	$	117,239			105,533			124,626			99,203
Real estate owned, net		22,182			13,848			20,257			16,844
Nonperforming assets	$	139,421			119,381			144,883			116,047
Nonperforming loans to total loans		2.16	%		2.05	%		2.35	%		1.91	%
Nonperforming assets to total assets		1.72	%		1.70	%		1.81	%		1.67	%
Allowance for loan losses to total loans		1.38	%		1.11	%		1.33	%		1.06	%
Allowance for loan losses to nonperforming loans		63.83	%		54.47	%		56.49	%		55.37	%

Northwest Bancshares, Inc. and Subsidiaries
Supplementary data — unaudited
(Dollars in thousands)

Loans past due schedule

     (Number of loans and dollar amount of loans)

	March 31,							December 31,
	2010				*			2009				*			2008				*
Loans past due 30 days to 59 days:
One- to four- family residential loans		360	$	29,720		1.2	%		350	$	27,998		1.2	%		392	$	32,988		1.3	%
Consumer loans		760		8,509		0.6	%		1,100		11,226		0.8	%		1,157		11,295		0.9	%
Multifamily and commercial RE loans		89		25,273		2.0	%		85		16,152		1.3	%		99		18,901		1.8	%
Commercial business loans		57		10,456		2.7	%		48		3,293		0.9	%		86		7,700		2.2	%
Total loans past due 30 days to 59 days		1,266	$	73,958		1.4	%		1,583	$	58,669		1.1	%		1,734	$	70,884		1.4	%
Loans past due 60 days to 89 days:
One- to four- family residential loans		35	$	2,614		0.1	%		85	$	6,772		0.3	%		101	$	7,599		0.3	%
Consumer loans		333		3,641		0.3	%		392		3,029		0.2	%		379		2,836		0.2	%
Multifamily and commercial RE loans		27		3,622		0.3	%		35		5,811		0.5	%		54		8,432		0.8	%
Commercial business loans		29		2,536		0.7	%		26		2,474		0.7	%		45		3,801		1.1	%
Total loans past due 60 days to 89 days		424	$	12,413		0.2	%		538	$	18,086		0.3	%		579	$	22,668		0.4	%
Loans past due 90 days or more:
One- to four- family residential loans		248	$	26,432		1.1	%		279	$	29,373		1.3	%		223	$	20,435		0.8	%
Consumer loans		779		13,638		1.0	%		727		12,544		0.9	%		687		9,756		0.7	%
Multifamily and commercial RE loans		201		45,764		3.6	%		199		49,594		4.0	%		155		43,828		4.1	%
Commercial business loans		133		20,159		5.2	%		124		18,269		4.9	%		114		25,184		7.1	%
Total loans past due 90 days or more		1,361	$	105,993		2.0	%		1,329	$	109,780		2.1	%		1,179	$	99,203		1.9	%

* - Represents delinquency, in dollars, divided by the respective total amount of that type of loan outstanding.

Northwest Bancshares, Inc. and Subsidiaries
Analysis of loan portfolio by geographic location as of March 31, 2010 — unaudited:
(Dollars in thousands)

Loans outstanding:

	Mortgage		(1)			Consumer		(2)			Commercial		(3)			Total		(4)
Pennsylvania	$	1,970,370		82.3	%		1,185,846		87.4	%		1,119,556		66.9	%		4,275,772		78.7	%
New York		138,091		5.8	%		100,271		7.4	%		310,315		18.5	%		548,677		10.1	%
Ohio		26,184		1.1	%		17,318		1.3	%		43,873		2.6	%		87,375		1.6	%
Maryland		230,143		9.6	%		38,154		2.8	%		154,355		9.2	%		422,652		7.8	%
Florida		28,292		1.2	%		14,967		1.1	%		45,940		2.7	%		89,199		1.6	%
Total	$	2,393,080		100.0	%		1,356,556		100.0	%		1,674,039		100.0	%		5,423,675		100.0	%

(1)	-	Percentage of total mortgage loans
(2)	-	Percentage of total consumer loans
(3)	-	Percentage of total commercial loans
(4)	-	Percentage of total loans

Loans 90 or more past due:

	Mortgage		(5)			Consumer		(6)			Commercial		(7)			Total		(8)
Pennsylvania	$	18,276		0.9	%		10,471		0.9	%		45,741		4.1	%		74,488		1.7	%
New York		355		0.3	%		219		0.2	%		903		0.3	%		1,477		0.3	%
Ohio		196		0.7	%		99		0.6	%		502		1.1	%		797		0.9	%
Maryland		595		0.3	%		1,299		3.4	%		11,678		7.6	%		13,572		3.2	%
Florida		7,010		24.8	%		1,550		10.4	%		7,099		15.5	%		15,659		17.6	%
Total	$	26,432		1.1	%		13,638		1.0	%		65,923		3.9	%		105,993		2.0	%

(5)	-	Percentage of mortgage loans in that geographic area
(6)	-	Percentage of consumer loans in that geographic area
(7)	-	Percentage of commercial loans in that geographic area
(8)	-	Percentage of total loans in that geographic area

Northwest Bancshares, Inc. and Subsidiaries
Supplementary data — unaudited
(Dollars in thousands)

Marketable securities available-for-sale as of March 31, 2010:

			Gross		Gross
			unrealized		unrealized
	Amortized		holding		holding			Market
	cost		gains		losses			value
Debt issued by the U.S. government and agencies:
Due in one year or less	$	74		—		(1	)		73
Debt issued by government sponsored enterprises:
Due in one year — five years		1,980		142		—			2,122
Due in five years — ten years		8,572		120		—			8,692
Due after ten years		1,216		5		(5	)		1,216
Equity securities		1,054		208		(112	)		1,150
Municipal securities:
Due in one year — five years		1,866		59		—			1,925
Due in five years — ten years		37,295		1,103		—			38,398
Due after ten years		187,570		2,420		(1,915	)		188,075
Corporate trust preferred securities:
Due in one year — five years		500		—		—			500
Due after ten years		26,783		218		(8,189	)		18,812
Mortgage-backed securities:
Fixed rate pass-through		134,331		6,817		(26	)		141,122
Variable rate pass-through		218,684		7,089		(68	)		225,705
Fixed rate non-agency CMO		17,910		61		(1,770	)		16,201
Fixed rate agency CMO		17,730		1,048		—			18,778
Variable rate non-agency CMO		8,182		—		(919	)		7,263
Variable rate agency CMO		237,694		3,648		(143	)		241,199
Total mortgage-backed securities		634,531		18,663		(2,926	)		650,268
Total marketable securities available-for-sale	$	901,441		22,938		(13,148	)		911,231

Marketable securities held-to-maturity as of March 31, 2010:

			Gross		Gross
			unrealized		unrealized
	Amortized		holding		holding			Market
	cost		gains		losses			value
Debt issued by government sponsored enterprises:
Due in one year — five years	$	80,905		14		(83	)		80,836
Municipal securities:
Due after ten years		32,085		65		(84	)		32,066
Mortgage-backed securities:
Fixed rate pass-through		15,147		—		(42	)		15,105
Variable rate pass-through		10,149		—		(98	)		10,051
Fixed rate agency CMO		99,192		—		(955	)		98,237
Variable rate agency CMO		38,478		341		—			38,819
Total mortgage-backed securities		162,966		341		(1,095	)		162,212
Total marketable securities available-for-sale	$	275,956		420		(1,262	)		275,114
Issuers of mortgage-backed securities as of March 31, 2010:
Fannie Mae	$	331,145		7,897		(635	)		338,407
Ginnie Mae		164,911		2,252		(632	)		166,531
Freddie Mac		274,579		8,794		(61	)		283,312
Non-agency		26,862		61		(2,693	)		24,230
Total	$	797,497		19,004		(4,021	)		812,480

Average Balance Sheet — unaudited
(Dollars in thousands)

The following table sets forth certain information relating to the Company’s average balance sheet and reflects the average yield on assets and average cost of liabilities for the periods indicated. Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods presented. Average balances are calculated using daily averages.

	Three months ended March 31,
	2010								2009
						Avg.								Avg.
	Average					Yield/			Average					Yield/
	Balance			Interest		Cost			Balance			Interest		Cost
Assets:
Interest-earning assets:
Loans receivable (a) (b) (d)	$	5,346,962			81,111		6.11	%		5,208,603			81,128		6.26	%
Mortgage-backed securities (c)		736,904			6,145		3.34	%		738,132			7,405		4.01	%
Investment securities (c) (d)		359,097			5,127		5.71	%		386,097			6,057		6.28	%
FHLB stock		63,242			—		—			63,143			—		—
Other interest-earning deposits		946,695			565		0.24	%		76,937			39		0.20	%
Total interest-earning assets		7,452,900			92,948		5.02	%		6,472,912			94,629		5.87	%
Noninterest earning assets (e)		597,320								515,476
Total assets	$	8,050,220								6,988,388
Liabilities and shareholders’ equity:
Interest-bearing liabilities:
Savings accounts	$	960,034			2,034		0.86	%		790,467			1,453		0.75	%
Interest-bearing demand accounts		752,109			398		0.21	%		709,351			806		0.46	%
Money market accounts		840,727			1,836		0.89	%		704,752			2,523		1.45	%
Certificate accounts		2,582,782			17,136		2.69	%		2,469,283			19,855		3.26	%
Borrowed funds (f)		900,740			8,295		3.73	%		1,043,501			8,699		3.38	%
Junior subordinated debentures		103,094			1,405		5.45	%		108,249			1,490		5.51	%
Total interest-bearing liabilities		6,139,486			31,104		2.05	%		5,825,603			34,826		2.42	%
Noninterest bearing liabilities		611,279								541,899
Total liabilities		6,750,765								6,367,502
Shareholders’ equity		1,299,455								620,886
Total liabilities and shareholders’ equity	$	8,050,220								6,988,388
Net interest income/ Interest rate spread					61,844		2.97	%					59,803		3.45	%
Net interest-earning assets/ Net interest margin	$	1,313,414					3.32	%		647,309					3.71	%
Ratio of interest-earning assets to interest-bearing liabilities		1.21	X							1.11	X

(a)	Average gross loans receivable includes loans held as available-for-sale and loans placed on nonaccrual status.
(b)	Interest income includes accretion/ amortization of deferred loan fees/ expenses, which was not material.
(c)	Average balances do not include the effect of unrealized gains or losses on securities held as available-for-sale.
(d)	Interest income on tax-free investment securities and tax-free loans are presented on a fully taxable equivalent basis.
(e)	Average balances include the effect of unrealized gains or losses on securities held as available-for-sale.
(f)	Average balances include FHLB borrowings, securities sold under agreements to repurchase and other borrowings.

Average Balance Sheet — unaudited
(Dollars in thousands)

The following table sets forth certain information relating to the Company’s average balance sheet and reflects the average yield on assets and average cost of liabilities for the periods indicated. Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods presented. Average balances are calculated using daily averages.

	Three months ended March 31,								Three months ended December 31,
	2010								2009
						Avg.								Avg.
	Average					Yield/			Average					Yield/
	Balance			Interest		Cost			Balance			Interest		Cost
Assets:
Interest-earning assets:
Loans receivable (a) (b) (d)	$	5,346,962			81,111		6.11	%		5,242,823			80,160		6.13	%
Mortgage-backed securities (c)		736,904			6,145		3.34	%		744,755			6,405		3.44	%
Investment securities (c) (d)		359,097			5,127		5.71	%		349,309			5,365		6.14	%
FHLB stock		63,242			—		—			63,216			—		—
Other interest-earning deposits		946,695			565		0.24	%		477,269			226		0.19	%
Total interest-earning assets		7,452,900			92,948		5.02	%		6,877,372			92,156		5.37	%
Noninterest earning assets (e)		597,320								669,511
Total assets	$	8,050,220								7,546,883
Liabilities and shareholders’ equity:
Interest-bearing liabilities:
Savings accounts	$	960,034			2,034		0.86	%		934,213			1,852		0.79	%
Interest-bearing demand accounts		752,109			398		0.21	%		755,158			434		0.23	%
Money market accounts		840,727			1,836		0.89	%		805,347			1,768		0.87	%
Certificate accounts		2,582,782			17,136		2.69	%		2,604,329			18,785		2.86	%
Borrowed funds (f)		900,740			8,295		3.73	%		899,711			8,558		3.77	%
Junior subordinated debentures		103,094			1,405		5.45	%		103,094			1,436		5.45	%
Total interest-bearing liabilities		6,139,486			31,104		2.05	%		6,101,852			32,833		2.13	%
Noninterest bearing liabilities		611,279								569,269
Total liabilities		6,750,765								6,671,121
Shareholders’ equity		1,299,455								875,762
Total liabilities and shareholders’ equity	$	8,050,220								7,546,883
Net interest income/ Interest rate spread					61,844		2.97	%					59,323		3.24	%
Net interest-earning assets/ Net interest margin	$	1,313,414					3.32	%		775,520					3.45	%
Ratio of interest-earning assets to interest-bearing liabilities		1.21	X							1.13	X

(a)	Average gross loans receivable includes loans held as available-for-sale and loans placed on nonaccrual status.
(b)	Interest income includes accretion/ amortization of deferred loan fees/ expenses, which was not material.
(c)	Average balances do not include the effect of unrealized gains or losses on securities held as available-for-sale.
(d)	Interest income on tax-free investment securities and tax-free loans are presented on a fully taxable equivalent basis.
(e)	Average balances include the effect of unrealized gains or losses on securities held as available-for-sale.
(f)	Average balances include FHLB borrowings, securities sold under agreements to repurchase and other borrowings.

EX-99.2

Exhibit 99.2

NASDAQ: NWBI Current Market Value: $11.80 As of April 16, 2010 N O R T H W E S T

Forward-Looking Statements 2 This presentation contains forward-looking statements, which can be identified by the use of words such as "estimate," "project," "believe," "intend," "anticipate," "plan," "seek," "expect" and words of similar meaning. These forward-looking statements include, but are not limited to: statements of our goals, intentions and expectations; statements regarding our business plans, prospects, growth and operating strategies; statements regarding the asset quality of our loan and investment portfolios; and estimates of our risks and future costs and benefits. These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements; general economic conditions, either nationally or in our market areas, that are worse than expected; competition among depository and other financial institutions; inflation and changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments; adverse changes in the securities markets; our ability to enter new markets successfully and capitalize on growth opportunities; our ability to successfully integrate acquired entities, if any; changes in consumer spending, borrowing and savings habits; changes in our organization, compensation and benefit plans; our ability to continue to increase and manage our commercial and residential real estate, multi-family, and commercial and industrial loans; possible impairments of securities held by us, including those issued by government entities and government sponsored enterprises; the level of future deposit premium assessments; the impact of the current recession on our loan portfolio (including cash flow and collateral values), investment portfolio, customers and capital market activities; the impact of the current governmental effort to restructure the U.S. financial and regulatory system; changes in the financial performance and/or condition of our borrowers; and the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Securities and Exchange Commission, the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters. Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward- looking statements. Please see "Risk Factors" beginning on page 26 of the prospectus.

3

4

Mission Statement "To create exceptional customer loyalty and continuous improvement in performance with our empowered team of highly-valued professionals." Loyalty refers to customers who are completely faithful to the Northwest brand and serve as ambassadors. 5

Reasons for Taking the "Second Step" Opportunities for acquisition Positioning and capability of our company Capital requirements Economic environment Market environment for bank stocks Regulatory environment 6

IPO Price Per Share: $10.00 Shares Offered: 68,878,267 - Total 33,024,898 - Subscription Offering 35,853,369 - Syndicated Offering Gross Proceeds: $688.8 Million Net Proceeds: $658.0 Million Tangible Equity / Tangible Assets: 14.22% Price / Book Value:* 88.6% Price / Tangible Book Value:* 103.4% * As of the date the offering closed - December 18, 2009 Offering Results 7

N O R T H W E S T Second Step Enhancement to Shareholder Value 8

Holding Company is regulated by the OTS, Bank is regulated by the FDIC and PA Department of Banking 171 retail banking locations 51 consumer finance locations ($116.3 mil in assets, $2.7 mil in net income for year ended 12/31/09) 1,697 full-time and 316 part-time employees Total assets of $8.0 billion Net loans of $5.2 billion Deposits of $5.6 billion Total tangible shareholders' equity of $1.1 billion Corporate Profile and Overview 9 * As of February 3, 2010 Market Capitalization Current market capitalization of $1.31 billion * Ranked 3rd in market capitalization and 6th in total asset size among banks headquartered in Pennsylvania. Ranked approximately 50th in market cap nationally.

Historical Performance

Asset Growth 12 Northwest has demonstrated the ability to both safely leverage its capital and change its strategic direction when necessary. Leveraging Strategy Diversification & Profitability Strategy

Growth of Our Franchise Since IPO 13 About 50% of our balance sheet growth was organic, the other 50% was accomplished through mergers and acquisitions. Organic Growth 55 De Novo Branch Openings 24 Northwest Consumer Discount offices Merger and Acquisition activity: Branch Purchases - 10 acquisitions with 8 different banks from which we acquired 43 offices Whole Bank Acquisitions - 13 acquisitions from which we acquired 32 new offices Northwest Consumer Discount Company - 10 acquisitions from which we added 10 offices We have also acquired an asset management company, a brokerage office and a benefits consulting firm

Deposit Growth 14 14

Composition of Deposits 15 Checking Savings Money Market Certificates of Deposit East 18.3 17.9 11.4 52.4 15 December 2005 December 2009 Checking Savings Money Market Certificates of Deposit East 22.3 16.4 14.6 46.7

Commercial Business One-to-Four Family Multi-Family & Commerical Consumer & Home Equity East 3.3 59.5 12.6 24.6 Composition of Loan Portfolio 16 December 2005 Commercial Business One-to-Four Family Multi-Family & Commerical Consumer & Home Equity East 7 44.1 23.3 25.6 December 2009

Other Major Events in 2009 Originated $1.8 billion of loans including $883 million of mortgages - $568 million of which were sold. Assets under management grew by $246 million or 28.9% to almost $1.1 billion Opened four new offices Three in Rochester, NY area - Greece, Webster, Gates- Chili Youngsville, PA Acquired Keystone State Savings Bank in Sharpsburg, PA Deposits of $22 million. Profit on acquisition of $3.5 million. 17

Other Major Events in 2009 Implementation of check image capture in our offices. Mortgage servicing department named a "Platinum Servicer" by Freddie Mac Elected not to accept TARP funds Promotion of Tim Huber to EVP and Chief Lending Officer, Promotion of Mike Smelko to EVP and Chief Credit Officer 18

Operating Trends

Interest Rate Spread 20 While organic and acquisition growth successfully leveraged Northwest's capital, net interest spread was relatively flat and below peer averages. Changes in loan and deposit mix were needed to improve profitability ratios.

2009 and 2008 Core Earnings Comparison 21

2010 and 2009 Core Earnings Comparison 22

Profitability Trends 23 Net Interest Margin Non-Interest Income / Average Assets Non-Interest Expense / Average Assets ROAA * Peer group includes banks and thrifts with market capitalizations between $750 million and $5 billion in the Northeast, Mid-Atlantic and Ohio regions. 2009 noninterest expense excludes charitable foundation contribution (CHART) (CHART) (CHART) (CHART)

Asset Quality

Reserve & Charge-Offs History 25 Northwest's actual losses have historically been much lower than its peer group. Conservative underwriting and a commitment to working with our borrowers, have kept our losses at comparatively low levels during the current economic crisis. See Appendix for Peers; Peer data based on SNL Financial as February 3, 2010 (CHART) Net Charge-Offs as a % of Avg Loans (CHART)

Delinquent Loans As a % of Total Loans (30 to 90+ days) Total Delinquency % by Loan Type (30 to 90+ days) Delinquent Loans 26 (CHART) (CHART)

Loan Breakdown By State 27 Dollars in thousands Loans by State (based on borrowers' residence) at December 31, 2009 90% of our loans are located in our core market of Pennsylvania and New York.

Average Mortgage Loan Balance and LTV Northwest's average mortgage balance is extremely low which enables borrowers to continue making their payments during times of economic challenge. Conservative underwriting has ensured that Northwest's mortgage customers have a significant equity position in their homes. $3.3 billion of our $5.3 billion in gross loans are residential mortgage and home equity loans. 28

Investment Securities Portfolio 29 High quality portfolio with 95% backed by U.S. government, G.S.E., or municipalities Only $9.5 million, or 0.8%, of level III investments

Stock Performance and Per Share Information

Price Performance Since IPO (11/4/94) 31 Source: SNL Financial As of February 3, 2010 Since its IPO in 1994, Northwest has significantly outperformed the Nasdaq Bank Index and the S&P 500 Index.

Tangible Book Value Per Share 32 (Adjusted for Splits and Second-Step Exchange) 233% Increase 610% Increase

Annual Dividends Paid Per Share (adjusted for splits and exchanges) 33 In early years, dividend payments were controlled as Northwest was focused on retaining capital and growing its franchise. In recent years, as acquisitions became expensive, Northwest steadily increased its dividends and provided a strong dividend yield. * * For the six months ended 12/31/05

Strategic Direction

Investment of Proceeds of Second-Step Funds temporarily invested in overnight deposits Difficult environment to improve yield Want to stay short-term or variable rate Do not want to increase credit-risk exposure in investment portfolio Use funds to grow loan portfolio while being mindful of interest rate risk. Leveraging of Proceeds of Second-Step Continue organic growth strategies - especially focused on improving loan and deposit mix Continue strategic goal of opening five de novo offices a year Maintain a disciplined acquisition strategy Investment and Leveraging of Second Step 35

Disciplined Acquisition Strategy 36 Opportunity in our market areas: In PA, NY, OH and MD - approximately 170 public and private banks and thrifts with assets between $300 million and $3 billion On a selective basis, we would consider: whole bank acquisitions FDIC assisted transactions branch divestitures

Disciplined Acquisition Strategy 37 Acquisition criteria Strategic first preference is for acquisitions within our current markets secondarily, we prefer acquisitions in contiguous or near contiguous market areas prefer banks that add complementary products and services, diversified deposit mixes and strong branch networks

Investment Opportunity

Investment Opportunity in Northwest 39 Things we plan to do: Continuing our evolution of becoming more bank-like Continue our disciplined acquisition strategy in our current or adjacent markets Focus on self-originated small business and commercial credits vs. residential loans Dividends and stock buybacks Things we don't plan to do: Originate subprime or alt-a loans Originate option ARMs Lend outside of our market area Purchase participations in commercial or commercial real estate loans Change our fundamental business plan Experienced management team Conservative credit culture Substantial growth opportunities in attractive markets Attractive price given our strong capital position