Northwest Bancorp, Inc. Announces Adoption of Plan of Conversion and Reorganization

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Thu Aug 27, 2009 4:05pm EDT

Northwest Bancorp, Inc. Announces Adoption of Plan of Conversion and
Reorganization


WARREN, Pa., Aug. 27 /PRNewswire-FirstCall/ -- Northwest Bancorp, Inc. (the
"Company") (Nasdaq: NWSB), the holding company for Northwest Savings Bank,
announced today that the Boards of Directors of Northwest Bancorp, MHC (the
"MHC"), the Company and Northwest Savings Bank have unanimously adopted a Plan
of Conversion and Reorganization (the "Plan of Conversion") pursuant to which
Northwest Savings Bank will reorganize from the two-tier mutual holding
company to the stock holding company structure and will undertake a
"second-step" stock offering of new shares of common stock.

As part of the reorganization, the MHC, which owns approximately 63.0% of the
outstanding common stock of the Company, will be merged with and into
Northwest Savings Bank and its shares in the Company will be retired.  
Shareholders of the Company, other than the MHC, will receive shares in the
new corporation that will become the new holding company for Northwest Savings
Bank in an exchange offer pursuant to an exchange ratio designed to preserve
their aggregate percentage ownership interest in the Company, subject to
adjustment to reflect the funding of the Foundation.  This exchange ratio will
be determined based upon an appraisal of the new holding company, which will
be performed by an independent appraiser at a later date. The headquarters of
the Company and Northwest Savings Bank will remain in Warren, Pennsylvania.

The new holding company will offer its shares of common stock in an amount
representing the approximate percentage ownership currently held by the MHC,
also to be based on the appraisal of the Company.  The shares will be offered
and sold to Northwest Savings Bank's eligible depositors as of June 30, 2008,
to Northwest Savings Bank's tax-qualified employee benefit plans and to
members of the general public (with preference to natural persons living in
the Bank's community as set forth in the Plan of Conversion) in a subscription
and community offering, a syndicated community offering and/or a firm
commitment offering, if necessary, in the manner, and subject to the
priorities, set forth in the Plan of Conversion. 

The Plan of Conversion provides for the establishment of the Northwest
Charitable Foundation, an endowment for Northwest Savings Bank's continued
commitment to its communities that will be funded with stock and cash from the
conversion transaction, subject to the approval of depositors of Northwest
Savings Bank and shareholders of the Company.

The transactions contemplated by the Plan of Conversion are subject to
approval by the Company's shareholders (other than MHC), the members of the
MHC (depositors of Northwest Savings Bank), the Office of Thrift Supervision
(OTS), the Federal Deposit Insurance Corporation and the Department of Banking
of the Commonwealth of Pennsylvania.

Special meetings of the Company's shareholders and the members of the MHC will
be held to approve the Plan of Conversion; it is likely that those meetings
will be held at the end of the fourth quarter of 2009. A prospectus or proxy
statement-prospectus, as applicable, and other proxy materials containing
detailed information relating to the Plan of Conversion, details of the
offering, and business and financial information about the Company will be
sent to shareholders of the Company and MHC members prior to the special
meetings.

Northwest Savings Bank's normal business operations will continue without
interruption during the conversion and offering process.  The transaction will
not affect the existing terms and conditions of deposit accounts and loans
with Northwest Savings Bank.  Deposit accounts will continue to be insured by
the Federal Deposit Insurance Corporation to the fullest extent permitted by
law. 

Founded in 1896 and headquartered in Warren, Pennsylvania, Northwest Bancorp,
Inc., through its subsidiary Northwest Savings Bank, currently operates 167
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 49
consumer finance offices in Pennsylvania through its subsidiary, Northwest
Consumer Discount Company. 
Northwest Bancorp, Inc.'s stock is listed on the NASDAQ Global Select Market.
Additional information regarding Northwest Bancorp, Inc. can be accessed
on-line at www.northwestsavingsbank.com. 

This release is neither an offer to sell nor a solicitation of an offer to buy
common stock.  The offer is made only by the prospectus when accompanied by a
stock order form.  The shares of common stock of the Company are not savings
accounts or savings deposits, which may lose value and are not insured by the
Federal Deposit Insurance Corporation or any other government agency.

Forward-Looking Statements - This press release may contain forward-looking
statements with respect to the financial condition and results of operations
of Northwest Bancorp, 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. 

SOURCE  Northwest Bancorp, Inc.

William J. Wagner, President and Chief Executive Officer, +1-814-726-2140, or
William W. Harvey, Jr., Executive Vice President and Chief Financial Officer,
+1-814-726-2140
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