<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             450 FIFTH STREET, N.W.
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

[X]    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 For the Fiscal Year Ended June 30, 2002

                                       OR

[ ]    Transition Report Pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934

       For the transition period from _____________ to  ______________

                           COMMISSION FILE NO. 0-23817

                             NORTHWEST BANCORP, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                   UNITED STATES                                23-2900888
 ------------------------------------------------         ----------------------
          (State or other jurisdiction of                    (I.R.S. Employer
          incorporation or organization)                  Identification Number)

 LIBERTY AND SECOND STREETS, WARREN, PENNSYLVANIA                  16365
 ------------------------------------------------         ----------------------
     (Address of Principal Executive Offices)                    Zip Code

                                 (814) 726-2140
                         (Registrant's telephone number)

<Table>
<S>                                                           <C>
Securities Registered Pursuant to Section 12(b) of the Act:   NONE

Securities Registered Pursuant to Section 12(g) of the Act:   COMMON STOCK, PAR VALUE $.10 PER SHARE
                                                              --------------------------------------
                                                                          (Title of Class)
</Table>

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
requirements for the past 90 days.
YES    X     NO       .
    ------      ------

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ].

         As of August 31, 2002, there were issued and outstanding 47,566,949
shares of the Registrant's Common Stock, including 35,366,218 shares held by
Northwest Bancorp, MHC, the Registrant's mutual holding company.

         The aggregate market value of the voting stock held by non-affiliates
of the Registrant, which amount includes voting stock held by officers and
directors, computed by reference to the last sale price on August 31, 2002, as
reported by the Nasdaq National Market, was approximately $152.5 million.

                       DOCUMENTS INCORPORATED BY REFERENCE

1. Proxy Statement for the 2002 Annual Meeting of Stockholders of the Registrant
(Part III).


<PAGE>

                              PURPOSE OF AMENDMENT

The purpose of this Amendment No. 1 is to reflect the adoption of SFAS No. 147,
"Acquisitions of Certain Financial Institutions - an amendment of FASB
Statements No. 72 and 144 and FASB Interpretation No. 9" ("SFAS 147"), on
October 1, 2002, as of July 1, 2001, and its effect on previously filed annual
and interim financial information.

Accordingly, the changes reflected in this Amendment No. 1 relate solely to the
financial information and disclosures relating to unidentifiable intangible
assets reclassified as goodwill and removal of the related amortization expense
for the year ended June 30, 2002.



<PAGE>


                                     PART I

ITEM 1. BUSINESS

GENERAL

         NORTHWEST BANCORP, INC.

         Northwest Bancorp, Inc. is a Federal corporation formed on June 29,
2001, as the successor to a Pennsylvania corporation of the same name. Both the
Federal corporation and its Pennsylvania predecessor are referred to as the
"Company." The Company became the stock holding company of Northwest Savings
Bank (the "Bank") in a transaction (the "Two-Tier Reorganization") that was
approved by the Bank's stockholders in December of 1997, and completed in
February of 1998. In the Two-Tier Reorganization, each share of the Bank's
common stock was converted into and became a share of common stock of the
Company, par value $0.10 per share (the "Common Stock"), and the Bank became a
wholly-owned subsidiary of the Company. Northwest Bancorp, MHC (the "Mutual
Holding Company"), which owned a majority of the Bank's outstanding shares of
common stock immediately prior to completion of the Two-Tier Reorganization,
became the owner of the same percentage of the outstanding shares of Common
Stock of the Company immediately following the completion of the Two-Tier
Reorganization. As of June 30, 2002, the primary activity of the Company was the
ownership of all of the issued and outstanding common stock of the Bank and of
Jamestown Savings Bank ("Jamestown"). Jamestown was formed in November of 1995
as a de novo New York-chartered savings bank headquartered in Jamestown, New
York.

         As of June 30, 2002, the Company, through the Bank and Jamestown,
operated 126 community banking offices throughout its market area in northwest,
southwest and central Pennsylvania, western New York, and eastern Ohio. The
Company, through the Bank and its wholly owned subsidiaries, also operates 47
consumer lending offices throughout Pennsylvania and two consumer lending
offices in New York. The Company has focused its lending activities primarily on
the origination of loans secured by first mortgages on owner-occupied, one- to
four-family residences. The Company, directly or through its subsidiaries, also
emphasizes the origination of consumer loans, including home equity, second
mortgage, education and other consumer loans. To a lesser extent, the Company
also originates multifamily residential and commercial real estate loans and
commercial business loans.

         The Company's principal sources of funds are deposits, borrowed funds
and the principal and interest payments on loans and marketable securities. The
principal source of income is interest received from loans and marketable
securities. The Company's principal expenses are the interest paid on deposits
and the cost of employee compensation and benefits.

         The Company's principal executive office is located at Liberty and
Second Streets, Warren, Pennsylvania, and its telephone number at that address
is (814) 726-2140.

         NORTHWEST SAVINGS BANK

         The Bank is a Pennsylvania-chartered stock savings bank headquartered
in Warren, which is located in northwestern Pennsylvania. The Bank is a
community-oriented institution offering traditional deposit and loan products,
and through a subsidiary, consumer finance services. The Bank's mutual savings
bank predecessor was founded in 1896. The Bank in its current stock form was
established on November 2, 1994, as a result of the reorganization (the
"Reorganization") of the Bank's mutual predecessor into a mutual holding company
structure. At the time of the Reorganization, the Bank issued a majority of its
to-be outstanding shares of common stock to the Mutual Holding Company (which
was formed in connection with the Reorganization) and sold a minority of its
to-be outstanding shares to stockholders other than the Mutual Holding Company
in a stock offering conducted as part of the Reorganization.

         The Bank's principal executive office is located at Liberty and Second
Streets, Warren, Pennsylvania, and its telephone number at that address is (814)
726-2140.

                                       2
<PAGE>

         JAMESTOWN SAVINGS BANK

         Jamestown began operations on November 9, 1995 as a de novo New
York-chartered stock savings bank. The bank was organized to engage in the
retail savings bank business in the area surrounding Jamestown, New York, which
is located in Chautauqua County.

         Jamestown was capitalized through an initial public offering of 761,866
shares of common stock, including 400,000 shares that were purchased by the
Mutual Holding Company. The Mutual Holding Company continued to accumulate
additional ownership in Jamestown and in February 1998 sold its entire ownership
position, consisting of 490,050 shares, to the Company. On July 8, 1998 the
Company conducted a tender offer for the remaining shares of Jamestown, and
acquired 100% of the outstanding shares of Jamestown as of July 31, 1998.

         As of June 30, 2002, Jamestown had six offices in western New York.

MARKET AREA

         The Company has been, and intends to continue to be, an independent
community-oriented financial institution offering a wide variety of financial
services to meet the needs of the communities it serves. The Company is
headquartered in Warren, Pennsylvania which is located in the northwestern
region of Pennsylvania, and the Company has its highest concentration of
deposits and loans in the portion of its office network located in northwestern
Pennsylvania. Since the early 1990s, the Company has expanded, primarily through
acquisitions, into the southwestern and central regions of Pennsylvania. As of
June 30, 2002, the Company operated in Pennsylvania 116 community banking
offices and 47 consumer finance offices located in the counties of Allegheny,
Armstrong, Bedford, Berks, Blair, Butler, Cambria, Cameron, Centre, Chester,
Clarion, Clearfield, Clinton, Columbia, Crawford, Cumberland, Dauphin, Elk,
Erie, Fayette, Forest, Huntingdon, Indiana, Jefferson, Lancaster, Lawrence,
Lebanon, Luzerne, Lycoming, McKean, Mercer, Mifflin, Northumberland, Potter,
Schuylkill, Tioga, Venango, Warren, Washington, Westmoreland and York. These 41
counties, which comprise 66% of the counties in Pennsylvania, are primarily
experiencing a flat to declining growth rate in total population. In addition,
like most of Pennsylvania, approximately 40% of the total population is 45 years
old or older with approximately 25% of the population under the age of 18. Per
capita income in these counties averages approximately $20,500 and the median
house value is $74,500. Pennsylvania, like most of the nation, is experiencing
an economic slowdown with unemployment rising from 4.6% in May 2001 to 5.7% in
May 2002, which is slightly below the national average of approximately 5.8%.
Most of the communities the Company serves, while showing improvement, are still
dependent on the manufacturing sector, which accounts for approximately 15.7% of
all Pennsylvania jobs compared to the national average of 13.5%. This sector has
been hardest hit by the downturn in the economy and has seen an increase in
foreign competition. Bankruptcy filings have also increased with 10.6 out of
every 1,000 people in Pennsylvania filing for bankruptcy protection, which is
below the national average of 13.5 out of every 1,000 people. In addition, the
Company operated in Ohio four community banking offices located in the counties
of Ashtabula, Geauga and Lake. Through Jamestown, the Company operated in New
York six community banking offices located in the counties of Chautauqua, Erie
and Cattaraugus. The Company, through the Bank and its subsidiaries, also
operates two consumer finance offices in southwestern New York.

LENDING ACTIVITIES

         GENERAL. Historically, the principal lending activity of the Company
has been the origination, for retention in its portfolio, of fixed-rate and, to
a lesser extent, adjustable-rate mortgage loans collateralized by one- to
four-family residential real estate located in its market area. To a lesser
extent, the Company also originates loans collateralized by multifamily
residential and commercial real estate, construction loans, commercial business
loans and consumer loans.

         In an effort to manage interest rate risk, the Company has sought to
make its interest-earning assets more interest rate sensitive by originating
adjustable-rate loans, such as adjustable-rate mortgage loans, home equity
loans, and education loans, and by originating short-term and medium-term
fixed-rate consumer loans. The Company also purchases mortgage-backed securities
that generally have adjustable interest rates. Because the Company also
originates a substantial amount of long-term fixed-rate mortgage loans
collateralized by one- to four-family residential real estate, when possible,
such loans are originated and underwritten according to standards that


                                       3
<PAGE>


allow the Company to sell them in the secondary mortgage market for purposes of
managing interest-rate risk and liquidity. The Company currently sells in the
secondary market a limited amount of fixed-rate residential mortgage loans with
maturities of more than 15 years, and retains all adjustable-rate mortgage loans
and fixed-rate residential mortgage loans with maturities of 15 years or less.
The Company is primarily a portfolio lender and at any one time the Company
holds only a nominal amount of loans identified as available-for-sale. The
Company retains servicing on the mortgage loans it sells and realizes monthly
service fee income. The Company generally retains in its portfolio all consumer
loans, multifamily residential and commercial real estate loans, and commercial
business loans that it originates.




                                       4
<PAGE>



         ANALYSIS OF LOAN PORTFOLIO. Set forth below are selected data relating
to the composition of the Company's loan portfolio by type of loan as of the
dates indicated.

<Table>
<Caption>
                                                                        AT JUNE 30,
                                       ------------------------------------------------------------------------------
                                                 2002                       2001                       2000
                                       -----------------------    -----------------------    -----------------------
                                         AMOUNT       PERCENT       AMOUNT       PERCENT       AMOUNT       PERCENT
                                       ----------   ----------    ----------   ----------    ----------   ----------
                                                                  (DOLLARS IN THOUSANDS)
<S>                                    <C>          <C>           <C>          <C>           <C>          <C>
Real estate:
  One- to four-family ..............   $2,056,105         66.9%   $2,005,020         68.7%   $1,836,154         70.9%
  Multifamily and commercial .......      304,456          9.9       249,049          8.5       192,897          7.5
                                       ----------   ----------    ----------   ----------    ----------   ----------
  Total real estate loans ..........    2,360,561         76.8     2,254,069         77.2     2,029,051         78.4
Consumer:
  Automobile .......................      117,240          3.8        94,475          3.2        72,955          2.8
  Home improvement .................      293,865          9.6       260,169          8.9       212,049          8.2
  Education loans ..................       84,817          2.8        77,753          2.7        70,619          2.7
  Loans on savings accounts ........        7,733          0.2         8,923          0.3         8,052          0.3
  Other (1) ........................      113,570          3.7       134,023          4.6       147,267          5.7
                                       ----------   ----------    ----------   ----------    ----------   ----------
  Total consumer loans .............      617,225         20.1       575,343         19.7       510,942         19.7
Commercial business ................       95,968          3.1        89,784          3.1        49,992          1.9
                                       ----------   ----------    ----------   ----------    ----------   ----------
    Total loans receivable, gross ..    3,073,754        100.0%    2,919,196        100.0%    2,589,985        100.0%


Deferred loan fees .................       (2,938)                    (2,517)                    (1,829)
Undisbursed loan proceeds ..........      (36,168)                   (39,808)                   (25,266)
Allowance for loan losses
  (real estate loans) ..............      (11,703)                   (11,629)                   (11,334)
Allowance for loan losses
  (other loans) ....................      (10,339)                    (8,661)                    (6,926)
                                       ----------                 ----------                 ----------
    Total loans receivable, net ....   $3,012,606                 $2,856,581                 $2,544,630
                                       ==========                 ==========                 ==========

<Caption>

                                                          AT JUNE 30,
                                       -----------------------------------------------
                                                1999                        1998
                                       -----------------------    --------------------
                                         AMOUNT       PERCENT       AMOUNT     PERCENT
                                       ----------   ----------    ----------   -------
                                                     (DOLLARS IN THOUSANDS)
<S>                                    <C>          <C>           <C>          <C>
Real estate:
  One- to four-family ..............   $1,718,002         73.8%   $1,368,736      69.4%
  Multifamily and commercial .......      152,466          6.6       128,831       6.5
                                       ----------   ----------    ----------   -------
  Total real estate loans ..........    1,870,468         80.4     1,497,567      75.9
Consumer:
  Automobile .......................       58,885          2.5        52,784       2.7
  Home improvement .................      129,960          5.6       152,036       7.7
  Education loans ..................       64,341          2.8        59,791       3.0
  Loans on savings accounts ........        6,263          0.3         6,898       0.4
  Other (1) ........................      156,034          6.7        81,586       4.1
                                       ----------   ----------    ----------   -------
  Total consumer loans .............      415,483         17.9       353,095      17.9
Commercial business ................       40,039          1.7       123,188       6.2
                                       ----------   ----------    ----------   -------
    Total loans receivable, gross ..    2,325,990        100.0%    1,973,850     100.0%
                                       ----------   ----------    ==========   =======

Deferred loan fees .................         (923)                    (1,357)
Undisbursed loan proceeds ..........      (23,056)                   (49,435)
Allowance for loan losses
  (real estate loans) ..............      (10,619)                    (8,103)
Allowance for loan losses
  (other loans) ....................       (6,154)                    (7,666)
                                       ----------                 ----------
    Total loans receivable, net ....   $2,285,238                 $1,907,289
                                       ==========                 ==========
</Table>

----------

(1)      Consist primarily of automobile loans and secured and unsecured
         personal loans.



         FIXED- AND ADJUSTABLE-RATE LOANS. Set forth below are selected data
regarding the dollar amounts of the Company's total loans represented by fixed-
and adjustable-rate loans at the dates indicated.

<Table>
<Caption>
                                                                    AT JUNE 30,
                                 ---------------------------------------------------------------------------------
                                           2002                        2001                        2000
                                 ------------------------    ------------------------    ------------------------
                                   AMOUNT        PERCENT       AMOUNT        PERCENT       AMOUNT        PERCENT
                                 ----------    ----------    ----------    ----------    ----------    ----------
                                                             (DOLLARS IN THOUSANDS)
<S>                              <C>           <C>           <C>           <C>           <C>           <C>
Real estate loans:
  Adjustable .................   $  229,596           7.5%   $  170,054           5.8%   $  108,628           4.2%

  Fixed ......................    2,130,965          69.3     2,084,015          71.4     1,920,423          74.2
                                 ----------    ----------    ----------    ----------    ----------    ----------
   Total real estate loans ...    2,360,561          76.8     2,254,069          77.2     2,029,051          78.4

Other loans:
  Adjustable .................      225,889           7.3       197,403           6.8       151,177           5.8
  Fixed ......................      487,304          15.9       467,724          16.0       409,757          15.8
                                 ----------    ----------    ----------    ----------    ----------    ----------
   Total other loans .........      713,193          23.2       665,127          22.8       560,934          21.6
                                 ----------    ----------    ----------    ----------    ----------    ----------
                                 $3,073,754         100.0%   $2,919,196         100.0%   $2,589,985         100.0%
                                 ==========    ==========    ==========    ==========    ==========    ==========

<Caption>

                                                      AT JUNE 30,
                                 ----------------------------------------------------
                                           1999                        1998
                                 ------------------------    ------------------------
                                   AMOUNT        PERCENT       AMOUNT        PERCENT
                                 ----------    ----------    ----------    ----------
                                                (DOLLARS IN THOUSANDS)
<S>                              <C>           <C>           <C>           <C>
Real estate loans:
  Adjustable .................   $   99,029           4.3%   $   55,493           2.8%

  Fixed ......................    1,771,439          76.1     1,442,074          73.1
                                 ----------    ----------    ----------    ----------
   Total real estate loans ...    1,870,468          80.4     1,497,567          75.9

Other loans:
  Adjustable .................      132,873           5.7       117,100           5.9
  Fixed ......................      322,649          13.9       359,183          18.2
                                 ----------    ----------    ----------    ----------
   Total other loans .........      455,522          19.6       476,283          24.1
                                 ----------    ----------    ----------    ----------
                                 $2,325,990         100.0%   $1,973,850         100.0%
                                 ==========    ==========    ==========    ==========
</Table>


                                       5
<PAGE>


         LOAN MATURITY AND REPRICING SCHEDULE. The following table sets forth
the maturity or period of repricing of the Company's loan portfolio at June 30,
2002. Demand loans and loans having no stated schedule of repayments and no
stated maturity are reported as due in one year or less. Adjustable and
floating-rate loans are included in the period in which interest rates are next
scheduled to adjust rather than in which they contractually mature, and
fixed-rate loans are included in the period in which the final contractual
repayment is due.

<Table>
<Caption>
                                                                                            BEYOND
                                         WITHIN        1-2          2-3          3-5          5
                                         1 YEAR       YEARS        YEARS        YEARS        YEARS        TOTAL
                                       ----------   ----------   ----------   ----------   ----------   ----------
                                                                       (IN THOUSANDS)
<S>                                    <C>          <C>          <C>          <C>          <C>          <C>
Real estate loans:
 One- to four-family residential ...   $  113,050   $   98,833   $   91,506   $  187,263   $1,529,285   $2,019,937
 Multifamily and commercial ........      100,526       21,760       26,944       94,696       60,530      304,456
Consumer loans .....................      263,235       83,113       73,503      114,740       82,634      617,225
Commercial business loans ..........       51,269        7,347        8,938       11,070       17,344       95,968
                                       ----------   ----------   ----------   ----------   ----------   ----------
    Total loans ....................   $  528,080   $  211,053   $  200,891   $  407,769   $1,689,793   $3,037,586
                                       ==========   ==========   ==========   ==========   ==========   ==========
</Table>

         FIXED- AND ADJUSTABLE-RATE LOAN SCHEDULE. The following table sets
forth at June 30, 2002, the dollar amount of all fixed-rate and adjustable-rate
loans due after June 30, 2003. Adjustable- and floating-rate loans are included
in the table based on the contractual due date of the loan.

<Table>
<Caption>
                                            FIXED       ADJUSTABLE       TOTAL
                                        ------------   ------------   ------------
                                                      (IN THOUSANDS)
<S>                                     <C>            <C>            <C>
Real estate loans:
  One- to four-family residential ...   $  1,877,706   $     37,051   $  1,914,757
  Multifamily and commercial ........        108,153        127,323        235,476
Consumer ............................        350,483         91,272        441,755
Commercial ..........................         33,816         39,811         73,627
                                        ------------   ------------   ------------
Total ...............................   $  2,370,158   $    295,457   $  2,665,615
                                        ============   ============   ============
</Table>

         ONE- TO FOUR-FAMILY RESIDENTIAL REAL ESTATE LOANS. The primary lending
activity of the Company consists of the origination for retention in the
Company's portfolio of owner-occupied one- to four-family residential mortgage
loans secured by properties located in the Company's market area.

         The Company currently offers one- to four-family residential mortgage
loans with terms typically ranging from 10 to 30 years, with either adjustable
or fixed interest rates. Originations of fixed-rate mortgage loans versus
adjustable-rate mortgage loans are monitored on an ongoing basis and are
affected significantly by such things as the level of market interest rates,
customer preference, the Company's interest rate sensitivity position and loan
products offered by the Company's competitors. Therefore, even when management's
strategy is to increase the originations of adjustable-rate mortgage loans,
market conditions may be such that there is greater demand for fixed-rate
mortgage loans.

         The Company's fixed-rate loans, whenever possible, are originated and
underwritten according to standards that permit sale in the secondary mortgage
market. Whether the Company can or will sell fixed-rate loans into the secondary
market, however, depends on a number of factors including the yield and the term
of the loan, market conditions, and the Company's current liquidity and interest
rate sensitivity position. The Company historically has been primarily a
portfolio lender, and at any one time the Company has held only a nominal amount
of loans that may be sold. The Company's current policy is to retain in its
portfolio fixed-rate loans with terms of 15 years or less, and sell a limited
amount of fixed-rate loans (servicing retained) with terms of more than 15
years. Moreover, the Company is more likely to retain fixed-rate loans if its
interest rate sensitivity is within acceptable limits. The Company's mortgage
loans are amortized on a monthly basis with principal and interest due each
month. One- to four-family residential real estate loans often remain
outstanding for significantly shorter periods than their contractual terms
because borrowers may refinance or prepay loans at their option.

         The Company currently offers adjustable-rate mortgage loans with
initial interest rate adjustment periods of one, three and five years, based on
changes in a designated market index. The Company determines whether a borrower
qualifies for an adjustable-rate mortgage loan based on the fully indexed rate
of the adjustable-rate mortgage loan at the


                                       6
<PAGE>


time the loan is originated. One- to four-family residential adjustable-rate
mortgage loans totaled $42.5 million, or 1.4% of the Company's gross loan
portfolio at June 30, 2002.

         The primary purpose of offering adjustable-rate mortgage loans is to
make the Company's loan portfolio more interest rate sensitive. However, as the
interest income earned on adjustable-rate mortgage loans varies with prevailing
interest rates, such loans may not offer the Company as predictable cash flows
as long-term, fixed-rate loans. Adjustable-rate mortgage loans carry increased
credit risk associated with potentially higher monthly payments by borrowers as
general market interest rates increase. It is possible, therefore, that during
periods of rising interest rates, the risk of default on adjustable-rate
mortgage loans may increase due to the upward adjustment of interest costs to
the borrower.

         The Company's one- to four-family residential first mortgage loans
customarily include due-on-sale clauses, which are provisions giving the Company
the right to declare a loan immediately due and payable in the event, among
other things, that the borrower sells or otherwise disposes of the underlying
real property serving as security for the loan. Due-on-sale clauses are an
important means of adjusting the rates on the Company's fixed-rate mortgage loan
portfolio, and the Company has generally exercised its rights under these
clauses.

         Regulations limit the amount that a savings bank may lend relative to
the appraised value of the real estate securing the loan, as determined by an
appraisal at the time of loan origination. Appraisals are either performed by
the Company's in-house appraisal staff or by an appraiser who has been deemed
qualified by the Company's chief appraiser. Such regulations permit a maximum
loan-to-value ratio of 95% for residential property and 80% for all other real
estate loans. The Company's lending policies generally limit the maximum
loan-to-value ratio on both fixed-rate and adjustable-rate mortgage loans
without private mortgage insurance to 80% of the lesser of the appraised value
or the purchase price of the real estate that serves as collateral for the loan.
The Company makes a limited amount of one- to four-family real estate loans with
loan-to-value ratios in excess of 80%. For one- to four-family real estate loans
with loan-to-value ratios in excess of 80%, the Company generally requires the
borrower to obtain private mortgage insurance on the entire amount of the loan.
The Company requires fire and casualty insurance, as well as a title guaranty
regarding good title, on all properties securing real estate loans made by the
Company.

         In the past, the Company purchased loans that are serviced by other
institutions and that are secured by one- to four-family residences. At June 30,
2002, the Company's portfolio of loans serviced by others totaled $1.0 million.
The Company currently has no formal plans to enter into new loan participations.

         Included in the Company's $2.056 billion of one- to four-family
residential real estate loans are construction loans of $53.7 million, or 1.7%
of the Company's total loan portfolio. The Company offers fixed-rate and
adjustable-rate residential construction loans primarily for the construction of
owner-occupied one- to four-family residences in the Company's market area to
builders or to owners who have a contract for construction. Construction loans
are generally structured to become permanent loans, and are originated with
terms of up to 30 years with an allowance of up to one year for construction.
During the construction phase the loans have a fixed interest rate and convert
into either a fixed-rate or an adjustable-rate mortgage loan at the end of the
construction period. Advances are made as construction is completed. In
addition, the Company originates loans within its market area that are secured
by individual unimproved or improved lots. Land loans are currently offered with
fixed-rates for terms of up to 10 years. The maximum loan-to-value ratio for the
Company's land loans is 75% of the appraised value, and the maximum
loan-to-value ratio for the Company's construction loans is 95% of the lower of
cost or appraised value.

         Construction lending generally involves a greater degree of credit risk
than other one- to four-family residential mortgage lending. The repayment of
the construction loan is often dependent upon the successful completion of the
construction project. Construction delays or the inability of the borrower to
sell the property once construction is completed may impair the borrower's
ability to repay the loan.

         MULTIFAMILY RESIDENTIAL AND COMMERCIAL REAL ESTATE LOANS. The Company's
multifamily residential real estate loans are secured by multifamily residences,
such as rental properties. The Company's commercial real estate loans are
secured by nonresidential properties such as hotels, church property, and retail
establishments. At June 30, 2002, a significant portion of the Company's
multifamily residential and commercial real estate loans were secured by
properties located within the Company's market area. The Company's largest
multifamily residential real estate loan relationship at June 30, 2002, had a
principal balance of $4.9 million, and was collateralized by a condominium
project in Allegheny County, Pennsylvania. The Company's largest commercial real
estate loan relationship at June 30, 2002, had a principal


                                       7
<PAGE>


balance of $9.3 million and was collateralized by nursing home facilities in
northwestern, Pennsylvania. Multifamily residential and commercial real estate
loans are offered with both adjustable interest rates and fixed interest rates.
The terms of each multifamily residential and commercial real estate loan are
negotiated on a case-by-case basis. The Company generally makes multifamily
residential and commercial real estate loans up to 75% of the appraised value of
the property collateralizing the loan.

         Loans secured by multifamily residential and commercial real estate
generally involve a greater degree of credit risk than one- to four-family
residential mortgage loans and carry larger loan balances. This increased credit
risk is a result of several factors, including the concentration of principal in
a limited number of loans and borrowers, the effects of general economic
conditions on income producing properties, and the increased difficulty of
evaluating and monitoring these types of loans. Furthermore, the repayment of
loans secured by multifamily residential and commercial real estate is typically
dependent upon the successful operation of the related real estate property. If
the cash flow from the project is reduced, the borrower's ability to repay the
loan may be impaired.

         CONSUMER LOANS. The principal types of consumer loans offered by the
Company are adjustable-rate home equity lines of credit and variable-rate
education loans, and fixed-rate consumer loans such as second mortgage loans,
home equity loans, automobile loans, sales finance loans, unsecured personal
loans, credit card loans, and loans secured by deposit accounts. Consumer loans
are offered with maturities generally of less than ten years. The Company's home
equity lines of credit are secured by the borrower's principal residence with a
maximum loan-to-value ratio, including the principal balances of both the first
and second mortgage loans, of 90% or less. Such loans are offered on an
adjustable-rate basis with terms of up to ten years. At June 30, 2002, the
disbursed portion of home equity lines of credit totaled $69.5 million, or
11.3%, of consumer loans, with $116.6 million remaining undisbursed.

         The underwriting standards employed by the Company for consumer loans
include a determination of the applicant's credit history and an assessment of
ability to meet existing obligations and payments on the proposed loan. The
stability of the applicant's monthly income may be determined by verification of
gross monthly income from primary employment, and additionally from any
verifiable secondary income. Creditworthiness of the applicant is of primary
consideration; however, the underwriting process also includes a comparison of
the value of the collateral in relation to the proposed loan amount, and in the
case of home equity lines of credit, the Company obtains a title guarantee or an
opinion as to the validity of title.

         Consumer loans entail greater credit risk than do residential mortgage
loans, particularly in the case of consumer loans that are unsecured or secured
by assets that depreciate rapidly, such as automobiles, mobile homes, boats,
recreation vehicles, appliances, and furniture. In such cases, repossessed
collateral for a defaulted consumer loan may not provide an adequate source of
repayment for the outstanding loan and the remaining deficiency often does not
warrant further substantial collection efforts against the borrower. In
particular, amounts realizable on the sale of repossessed automobiles may be
significantly reduced based upon the condition of the automobiles and the lack
of demand for used automobiles. The Company adds a general provision on a
regular basis to its consumer loan loss allowance, based on general economic
conditions and prior loss experience.

         COMMERCIAL BUSINESS LOANS. The Company currently offers commercial
business loans to existing customers to finance various activities in the
Company's market area, some of which are secured in part by additional real
estate collateral. The largest commercial business loan relationship had a
principal balance of $5.5 million, and was secured by commercial real estate and
inventory.

         Commercial business loans are offered with both fixed and adjustable
interest rates and with terms of up to 15 years. Underwriting standards employed
by the Company for commercial business loans include a determination of the
applicant's ability to meet existing obligations and payments on the proposed
loan from normal cash flows generated by the applicant's business. The financial
strength of each applicant also is assessed through a review of financial
statements provided by the applicant.

         Commercial business loans generally bear higher interest rates than
residential loans, but they also may involve a higher risk of default since
their repayment is generally dependent on the successful operation of the
borrower's business. The Company generally obtains personal guarantees from the
borrower or a third party as a condition to originating its commercial business
loans.


                                       8
<PAGE>


         LOAN ORIGINATIONS, SOLICITATION, PROCESSING, AND COMMITMENTS. Loan
originations are derived from a number of sources such as real estate broker
referrals, existing customers, borrowers, builders, attorneys, mortgage brokers
and walk-in customers. All of the Company's loan originators are salaried
employees, and the Company does not pay commissions in connection with loan
originations. Upon receiving a loan application, the Company obtains a credit
report and employment verification to verify specific information relating to
the applicant's employment, income, and credit standing. In the case of a real
estate loan, an in-house appraiser or an appraiser approved by the Company
appraises the real estate intended to secure the proposed loan. A loan processor
in the Company's loan department checks the loan application file for accuracy
and completeness, and verifies the information provided. The Company has a
formal loan policy which assigns lending limits to the Company's various loan
officers. Also, the Company has a Credit Committee which meets as needed to
review and verify that the assigned lending limits are being followed and to
monitor the Company's lending policies and the Company's loan activity. The
Company has a Senior Loan Committee which has lending authority as designated in
the Company's loan policy that is approved by the Board of Directors. Loans
exceeding the limits established for the Senior Loan Committee must be approved
by the Executive Committee of the Board of Directors or by the entire Board of
Directors. The Company's policy is to make no loans either individually or in
the aggregate to one entity in excess of $7.5 million without prior approval
from the Board of Directors. Fire and casualty insurance is required at the time
the loan is made and throughout the term of the loan, and upon request of the
Company, flood insurance may be required. After the loan is approved, a loan
commitment letter is promptly issued to the borrower. At June 30, 2002, the
Company had commitments to originate $74.6 million of loans.

         If the loan is approved, the commitment letter specifies the terms and
conditions of the proposed loan including the amount of the loan, interest rate,
amortization term, a brief description of the required collateral and required
insurance coverage. The borrower must provide proof of fire and casualty
insurance on the property (and, as required, flood insurance) serving as
collateral, which insurance must be maintained during the full term of the loan.
A title guaranty, based on a title search of the property, is required on all
loans secured by real property.

         ORIGINATION, PURCHASE AND SALE OF LOANS. The table below shows the
Company's originations of loans for the periods indicated.

<Table>
<Caption>
                                                                     YEARS ENDED JUNE 30,
                                                         --------------------------------------------
                                                             2002            2001            2000
                                                         ------------    ------------    ------------
                                                                        (IN THOUSANDS)
<S>                                                      <C>             <C>             <C>
Loans receivable, gross, at beginning of period ......   $  2,919,196    $  2,589,985    $  2,325,990
Originations .........................................        974,413         776,001         629,104
Principal repayments .................................       (697,427)       (450,120)       (408,837)
Loan purchases including acquisitions ................         22,945          57,213          46,933
Loan sales and change in undisbursed loan proceeds ...       (140,991)        (50,503)         (1,580)
Transfer to REO ......................................         (4,382)         (3,380)         (1,625)
                                                         ------------    ------------    ------------
    Loans receivable, gross, at end of period ........   $  3,073,754    $  2,919,196    $  2,589,985
                                                         ============    ============    ============
</Table>

         LOAN ORIGINATION FEES AND OTHER INCOME. In addition to interest earned
on loans, the Company generally receives loan origination fees. To the extent
that loans are originated or acquired for the Company's portfolio, Statement of
Financial Accounting Standards No. 91 requires that the Company defer loan
origination fees and costs and amortize such amounts as an adjustment of yield
over the life of the loan by use of the level yield method. Fees deferred under
SFAS 91 are recognized into income immediately upon prepayment or the sale of
the related loan. At June 30, 2002 the Company had $2.9 million of net deferred
loan origination fees. Loan origination fees are volatile sources of income.
Such fees vary with the volume and type of loans and commitments made and
purchased, principal repayments, and competitive conditions in the mortgage
markets, which in turn respond to the demand and availability of money.

         In addition to loan origination fees, the Company also receives other
fees, service charges, and other income that consist primarily of deposit
transaction account service charges, late charges, credit card fees, and income
from operations of real estate owned ("REO"). The Company recognized fees and
service charges of $11.9 million, $10.0 million and $7.0 million, for the fiscal
years ended June 30, 2002, 2001 and 2000, respectively.

         LOANS-TO-ONE BORROWER. Savings banks are subject to the same
loans-to-one borrower limits as those applicable to national banks, which under
current regulations restrict loans to one borrower to an amount equal to 15% of
unimpaired capital and unimpaired surplus on an unsecured basis, and an
additional amount equal to 10% of unimpaired capital and


                                       9
<PAGE>


unimpaired surplus if the loan is secured by readily marketable collateral
(generally, financial instruments and bullion, but not real estate). At June 30,
2002, the largest aggregate amount loaned by the Company to one borrower totaled
$9.3 million and was secured by commercial real estate. The Company's second
largest lending relationship totaled $8.1 million and was secured by land and
real estate. The Company's third largest lending relationship totaled $5.9
million and was secured by commercial real estate. The Company's fourth largest
lending relationship was for $5.5 million and was secured by commercial real
estate and inventory. The Company's fifth largest lending relationship totaled
$5.2 million and was secured by real estate, marketable securities and business
personal property.

DELINQUENCIES AND CLASSIFIED ASSETS

         COLLECTION PROCEDURES. The Company's collection procedures provide that
when a loan is five days past due, a computer-generated late notice is sent to
the borrower requesting payment. If delinquency continues, at 15 days a
delinquent notice, plus a notice of a late charge, is sent and personal contact
efforts are attempted, either in person or by telephone, to strengthen the
collection process and obtain reasons for the delinquency. Also, plans to
arrange a repayment plan are made. If a loan becomes 60 days past due, a
collection letter is sent, personal contact is attempted, and the loan becomes
subject to possible legal action if suitable arrangements to repay have not been
made. In addition, the borrower is given information which provides access to
consumer counseling services, to the extent required by regulations of the
Department of Housing and Urban Development. When a loan continues in a
delinquent status for 90 days or more, and a repayment schedule has not been
made or kept by the borrower, generally a notice of intent to foreclose is sent
to the borrower, giving 30 days to cure the delinquency. If not cured,
foreclosure proceedings are initiated.

         NONPERFORMING ASSETS. Loans are reviewed on a regular basis and are
placed on a nonaccrual status when, in the opinion of management, the collection
of additional interest is doubtful. Loans are automatically placed on nonaccrual
status when either principal or interest is 90 days or more past due. Interest
accrued and unpaid at the time a loan is placed on a nonaccrual status is
charged against interest income.

         Real estate acquired by the Company as a result of foreclosure or by
deed in lieu of foreclosure is classified as REO until such time as it is sold.
When real estate is acquired through foreclosure or by deed in lieu of
foreclosure, it is recorded at its fair value, less estimated costs of disposal.
If the value of the property is less than the loan, less any related specific
loan loss reserve allocations, the difference is charged against the allowance
for loan losses. Any subsequent write-down of REO is charged against earnings.

         LOANS PAST DUE AND NONPERFORMING ASSETS. The following table sets forth
information regarding the Company's loans 30 days or more past due, nonaccrual
loans 90 days or more past due, and real estate acquired or deemed acquired by
foreclosure at the dates indicated. Effective November 1998, the Company changed
its policy so that a loan is considered past due if less than 90% of a
contractually due payment has been paid. Prior to this change, a loan was
considered past due only if no amount had been paid. As a result of this change,
the Company recorded a significant increase in the amount of loans which were 90
days or more past due as of June 30, 1999. When a loan is delinquent 90 days or
more, the Company fully reserves all accrued interest thereon and ceases to
accrue interest thereafter. For all the dates indicated, the Company did not
have any material restructured loans within the meaning of SFAS 15.


                                       10
<PAGE>

<Table>
<Caption>
                                                                                     AT JUNE 30,
                                                   --------------------------------------------------------------------------------
                                                              2002                2001          2000          1999         1998
                                                   ------------------------    ----------    ----------    ----------    ----------
                                                     NUMBER        BALANCE
                                                   ----------    ----------
                                                                                (DOLLARS IN THOUSANDS)
<S>                                                <C>           <C>           <C>           <C>           <C>           <C>

Loans past due 30 days to 59 days:
  One- to four-family residential loans ........           97    $    4,068    $    3,055    $    2,030    $    3,632    $    4,842
  Multifamily and commercial loans .............           16         1,278         1,184           806           320            79
  Consumer loans ...............................          780         3,243         3,439         2,108         3,491         3,632
  Commercial business loans ....................            8           165           418           535            --           458
                                                   ----------    ----------    ----------    ----------    ----------    ----------
   Total loans past due 30 days to 59 days .....          901    $    8,754    $    8,096    $    5,479    $    7,443    $    9,011
                                                   ----------    ----------    ----------    ----------    ----------    ----------

Loans past due 60 days to 89 days:
  One- to four-family residential loans ........           70    $    3,478    $    3,001    $    2,205    $    4,895    $    2,386
  Multifamily and commercial loans .............            2           269           248           152           314           219
  Consumer loans ...............................          393         1,604         1,262           777           957           954
  Commercial business loans ....................            2            35           758            47            --           841
                                                   ----------    ----------    ----------    ----------    ----------    ----------
   Total loans past due 60 days to 89 days .....          467    $    5,386    $    5,269    $    3,181    $    6,166    $    4,400
                                                   ----------    ----------    ----------    ----------    ----------    ----------

Loans past due 90 days or more (1):
  One- to four-family residential loans ........          163    $    7,278    $    6,874    $    5,753    $    8,623    $    6,013
  Multifamily and commercial loans .............           17         2,407         2,296         1,923         2,141           390
  Consumer loans ...............................        1,055         3,991         3,129         2,459         2,202         1,631
  Commercial business loans ....................           19         2,124         5,336           125         3,150           578
                                                   ----------    ----------    ----------    ----------    ----------    ----------
   Total loans past due 90 days or more ........        1,254    $   15,800    $   17,635    $   10,260    $   16,116    $    8,612
                                                   ----------    ----------    ----------    ----------    ----------    ----------

Total loans 30 days or more past due ...........        2,622    $   29,940    $   31,000    $   18,920    $   29,725    $   22,023
                                                   ==========    ==========    ==========    ==========    ==========    ==========

Total loans 90 days or more past due (1) .......        1,254    $   15,800    $   17,635    $   10,260    $   16,116    $    8,612

Total REO ......................................           67         5,157         3,697         2,144         3,383         3,506
                                                   ----------    ----------    ----------    ----------    ----------    ----------

Total loans 90 days or more past due and REO ...        1,321    $   20,957    $   21,332    $   12,404    $   19,499    $   12,118
                                                   ==========    ==========    ==========    ==========    ==========    ==========

Total loans 90 days or more past due to
  net loans receivable .........................                       0.52%         0.62%         0.40%         0.71%         0.45%
Total loans 90 days or more past due
  and REO to total assets ......................                       0.49%         0.55%         0.36%         0.63%         0.47%
</Table>

----------

(1) The Company classifies as nonperforming all loans 90 days or more
delinquent.

         During the fiscal year ended June 30, 2002, gross interest income of
approximately $1.2 million would have been recorded on loans accounted for on a
nonaccrual basis if the loans had been current throughout the period. No
interest income on nonaccrual loans was included in income during such period.

         CLASSIFICATION OF ASSETS. The Company's policies, consistent with
regulatory guidelines, provide for the classification of loans and other assets
such as debt and equity securities, considered to be of lesser quality as
"substandard," "doubtful," or "loss" assets. An asset is considered
"substandard" if it is inadequately protected by the current net worth and
paying capacity of the obligor or of the collateral pledged, if any.
"Substandard" assets include those characterized by the "distinct possibility"
that the savings institution will sustain "some loss" if the deficiencies are
not corrected. Assets classified as "doubtful" have all of the weaknesses
inherent in those classified "substandard" with the added characteristic that
the weaknesses present make "collection or liquidation in full," on the basis of
currently existing facts, conditions, and values, "highly questionable and
improbable." Assets classified as "loss" are those considered "uncollectible" so
that their continuance as assets without the establishment of a specific loss
reserve is not warranted. Assets that do not expose the savings institution to
risk sufficient to warrant classification in one of the aforementioned
categories, but which possess some weaknesses, are required to be designated
"special mention" by management. At June 30, 2002, the Company had 29 loans,
with an aggregate principal balance of $17.5 million, designated as special
mention.

         The Company regularly reviews its asset portfolio to determine whether
any assets require classification in accordance with applicable regulations. The
Company's largest classified assets are also the Company's largest nonperforming
assets.


                                       11
<PAGE>


         The following table sets forth the aggregate amount of the Company's
classified assets at the dates indicated.

<Table>
<Caption>
                                                   AT JUNE 30,
                                   ------------------------------------------
                                       2002           2001           2000
                                   ------------   ------------   ------------
                                                (IN THOUSANDS)
<S>                                <C>            <C>            <C>

Substandard assets .............   $     38,398   $     35,011   $     21,448
Doubtful assets ................          1,465             33             35
Loss assets ....................             --            160             20
                                   ------------   ------------   ------------
   Total classified assets .....   $     39,863   $     35,204   $     21,503
                                   ============   ============   ============
</Table>


         ALLOWANCE FOR LOAN LOSSES. The loans that have been classified as
substandard or doubtful are reviewed by the Credit Review and Administration
("CRA") department for possible impairment under the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 114, "Accounting by Creditors for
Impairment of a Loan." A loan is considered impaired when, based on current
information and events, it is probable that the Company will be unable to
collect all amounts due according to the contractual terms of the loan agreement
including both contractual principal and interest payments.

         If an individual loan is deemed to be impaired the CRA department
determines the proper measurement of impairment for each loan based on one of
three methods as prescribed by SFAS No. 114: (1) the present value of expected
future cash flows discounted at the loan's effective interest rate; (2) the
loan's observable market price; or (3) the fair value of the collateral if the
loan is collateral dependent. If the measure of the impaired loan is more or
less than the recorded investment in the loan, the CRA department adjusts the
specific allowance associated with that individual loan accordingly.

         If a substandard or doubtful loan is not considered to be individually
impaired, it is grouped with other loans that possess common characteristics for
impairment evaluation and analysis under the provisions of SFAS No. 5,
"Accounting for Contingencies." This segmentation is accomplished by grouping
loans of similar product types, risk characteristics and industry concentration
into homogeneous pools. Each pool is then analyzed based on historical
delinquency, charge-off and recovery trends adjusting for the current economic,
political, regulatory and interest rate environment. A range of losses is then
established that reflects the highest and lowest loss ratios in any one fiscal
year. This historical net charge-off amount as a percentage of loans outstanding
for each group is used to estimate the measure of impairment.

         The individual impairment measures along with the estimated range of
losses for each homogeneous pool are consolidated into one summary document.
This summary schedule along with the support documentation used to establish
this schedule is presented to the Credit Committee by the Vice President of CRA
on a quarterly basis. The Credit Committee is comprised of members of Senior
Management from mortgage, consumer and commercial lending, appraising,
administration, finance and the President of the Company. The Credit Committee
reviews the processes and documentation presented, reviews the concentration of
credit by industry and customer, discusses lending products, activity,
competition and collateral values, as well as economic conditions in general and
in each market area of the Company. Based on this review and discussion the
appropriate range of the allowance for loan losses is estimated and any
adjustments to reconcile the actual allowance for loan losses with this estimate
is determined. In addition, the Credit Committee considers if any changes to the
methodology are needed. The Credit Committee also reviews and discusses the
Company's delinquency trends, nonperforming asset amounts and allowance for loan
losses levels and ratios with its peer group as well as state and national
statistics. Following the Credit Committee's review and approval, a similar
review is performed by the Board of Director's Risk Management Committee.

         In addition to the reviews by the Credit Committee and the Risk
Management Committee, regulators from either the FDIC or State Department of
Banking perform an extensive review on an annual basis for the adequacy of the
allowance for loan losses and its conformity with regulatory guidelines and
pronouncements. The internal audit department also performs a regular review of
the detailed supporting schedules for accuracy and reports their findings to the
Audit Committee of the Board of Directors. Any recommendations or enhancements
from these independent parties are considered by management and the Credit
Committee and implemented accordingly.

         Management acknowledges that this is a dynamic process and consists of
factors, many of which are external and out of management's control, that can
change often, rapidly and substantially. The adequacy of the allowance for loan
losses is based upon estimates using all the information previously discussed as
well as current and known circumstances and events. There is no assurance that
actual portfolio losses will not be substantially different than those that were
estimated.


                                       12
<PAGE>


         ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES. The following table sets
forth the analysis of the allowance for loan losses for the periods indicated.

<Table>
<Caption>
                                                                                  YEARS ENDED JUNE 30,
                                                      ---------------------------------------------------------------------------
                                                          2002            2001            2000            1999            1998
                                                      -----------     -----------     -----------     -----------     -----------
                                                                                     (IN THOUSANDS)
<S>                                                   <C>             <C>             <C>             <C>             <C>

Net loans receivable ..............................   $ 3,012,606     $ 2,856,581     $ 2,544,630     $ 2,285,238     $ 1,907,289
Average loans outstanding .........................     2,935,629       2,715,012       2,436,260       2,128,480       1,690,412

Allowance for loan losses balance at beginning
  of period .......................................        20,290          18,260          16,773          15,769          13,611
Provision for loan losses .........................         6,360           5,347           4,149           3,629           4,072
Charge-offs:
  Real estate loans ...............................          (292)           (176)           (289)           (514)           (132)
  Consumer loans ..................................        (4,452)         (3,528)         (2,987)         (3,049)         (2,384)
  Commercial loans ................................          (569)           (158)             --            (101)             --
                                                      -----------     -----------     -----------     -----------     -----------
   Total charge-offs ..............................        (5,313)         (3,862)         (3,276)         (3,664)         (2,516)
                                                      -----------     -----------     -----------     -----------     -----------
Recoveries:
  Real estate loans ...............................            63              32              75             367              --
  Consumer loans ..................................           382             453             481             470             393
  Commercial loans ................................            23              60              33              61              --
                                                      -----------     -----------     -----------     -----------     -----------
   Total recoveries ...............................           468             545             589             898             393
Acquired through acquisition ......................           237              --              25             141             209
                                                      -----------     -----------     -----------     -----------     -----------
  Allowance for loan losses balance at end
    of period .....................................   $    22,042     $    20,290     $    18,260     $    16,773     $    15,769
                                                      ===========     ===========     ===========     ===========     ===========

Allowance for loan losses as a percentage of net
  loans receivable ................................          0.73%           0.71%           0.72%           0.73%           0.83%
Net charge-offs as a percentage of average
  loans outstanding ...............................          0.17%           0.12%           0.11%           0.13%           0.13%
Allowance for loan losses as a percentage of
  nonperforming loans .............................        139.51%         115.06%         177.97%         104.08%         183.10%
Allowance for loan losses as a percentage
  of nonperforming loans and REO ..................        105.18%          95.12%         147.21%          86.02%         130.13%
</Table>

         ALLOCATION OF ALLOWANCE FOR LOAN LOSSES. The following table sets forth
the allocation of allowance for loan losses by loan category at the dates
indicated.

<Table>
<Caption>
                                                                             AT JUNE 30,
                                  --------------------------------------------------------------------------------------------------
                                         2002                2001                2000               1999                1998
                                  ------------------  ------------------  ------------------  ------------------  ------------------
                                              % OF               % OF                % OF                % OF                % OF
                                             TOTAL               TOTAL               TOTAL               TOTAL               TOTAL
                                   AMOUNT   LOANS(1)   AMOUNT   LOANS(1)   AMOUNT   LOANS(1)   AMOUNT   LOANS(1)   AMOUNT   LOANS(1)
                                  --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
<S>                               <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Balance at end of period
  applicable to:
Real estate loans ..............  $ 11,703     76.8%  $ 11,629     77.2%  $ 11,334     78.4%  $ 10,619     80.4%  $  8,103     75.9%
Consumer loans .................     8,855     20.1      6,682     19.7      5,976     19.7      5,318     17.9      4,957     17.9
Commercial business loans ......     1,484      3.1      1,979      3.1        950      1.9        836      1.7      2,709      6.2
                                  --------  -------   --------  -------   --------  -------   --------  -------   --------  -------
Total allowance for loan loss ..  $ 22,042    100.0%  $ 20,290    100.0%  $ 18,260    100.0%  $ 16,773    100.0%  $ 15,769    100.0%
                                  ========  =======   ========  =======   ========  =======   ========  =======   ========  =======
</Table>

----------

(1) Represents percentage of loans in each category to total loans.

INVESTMENT ACTIVITIES

         The Company's investment portfolio comprises mortgage-backed
securities, investment securities, and cash and cash equivalents. In recent
years, the Company generally has increased both the percentage of its assets
held in its investment securities portfolio, and the percentage of assets held
in the mortgage-backed securities portfolio. This increase in investment
securities and mortgage-backed securities resulted from the Company leveraging
its capital by borrowing funds and investing the proceeds in marketable
securities in order to improve net interest income. In addition, any excess
funds resulting from the acquisition of branch offices, and the related
deposits, from other financial institutions is invested by the Company. Also,
the Company maintains a high percentage of its assets in marketable securities
and cash equivalents to assist in asset/liability management.

         The Company is required under federal regulations to maintain a minimum
amount of liquid assets that may be invested in specified short term securities
and certain other investments. The Company generally has maintained a portfolio
of liquid assets that exceeds regulatory requirements. Liquidity levels may be
increased or decreased depending


                                       13
<PAGE>


upon the yields on investment alternatives and upon management's judgment as to
the attractiveness of the yields then available in relation to other
opportunities and its expectation of the level of yield that will be available
in the future, as well as management's projections as to the short-term demand
for funds to be used in the Company's loan origination and other activities.

         PURCHASES, SALES, AND REPAYMENTS OF INVESTMENT AND MORTGAGE-BACKED
SECURITIES. Set forth below is information relating to the Company's purchases,
sales and repayments of investment securities and mortgage-backed securities for
the periods indicated.

<Table>
<Caption>
                                                                                   YEARS ENDED JUNE 30,
                                                                           --------------------------------------
                                                                              2002          2001          2000
                                                                           ----------    ----------    ----------
                                                                                      (IN THOUSANDS)
<S>                                                                          <C>           <C>           <C>

Mortgage-backed securities balance at beginning of period (1) ..........   $  504,274    $  420,177    $  348,257
Purchases ..............................................................      160,665       114,926        96,320
Sales ..................................................................           --       (11,127)           --
Securities acquired by business combination ............................           --            --            --
Increase (decrease) in market value of securities available for sale ...        4,519         5,725        (5,308)
Principal payments and amortization of premiums and discounts ..........     (144,857)      (25,427)      (19,092)
                                                                           ----------    ----------    ----------
Mortgage-backed securities balance at end of period (1) ................   $  524,601    $  504,274    $  420,177
                                                                           ==========    ==========    ==========
Investment securities balance at beginning of period (2) ...............   $  226,636    $  205,562    $  240,230
Purchases ..............................................................      177,778        68,982        26,108
Sales ..................................................................      (50,647)       (3,985)      (29,934)
Securities acquired by business combination ............................           --            --            --
Increase (decrease) in market value of securities available for sale ...          154         7,012        (6,075)
Writedowns .............................................................         (400)           --            --
Maturities and amortization of premiums and discounts ..................      (45,896)      (50,935)      (24,767)
                                                                           ----------    ----------    ----------
Investment securities balance at end of period (2) .....................   $  307,625    $  226,636    $  205,562
                                                                           ==========    ==========    ==========
</Table>

----------

(1)  Includes mortgage-backed securities available for sale and held to
     maturity.

(2)  Includes investment securities available for sale and held to maturity.

         AMORTIZED COST AND MARKET VALUE OF INVESTMENT AND MORTGAGE-BACKED
SECURITIES. The following table sets forth certain information regarding the
amortized cost and market values of the Company's investment securities
portfolio and mortgage-backed securities portfolio at the dates indicated.


                                       14
<PAGE>

<Table>
<Caption>
                                                                                            AT JUNE 30,
                                                               ---------------------------------------------------------------------
                                                                        2002                   2001                    2000
                                                               ---------------------   ---------------------   ---------------------
                                                               AMORTIZED    MARKET     AMORTIZED    MARKET     AMORTIZED    MARKET
                                                                 COST        VALUE       COST        VALUE       COST        VALUE
                                                               ---------   ---------   ---------   ---------   ---------   ---------
<S>                                                            <C>         <C>         <C>         <C>         <C>         <C>
                                                                                          (IN THOUSANDS)

Mortgage-backed securities held to maturity:
  Fixed-rate pass through certificates .....................   $   3,663   $   3,713   $   3,379   $   3,387   $   1,298   $   1,311
  Variable-rate pass through certificates ..................      52,278      52,426       4,743       4,834       5,967       5,967
  Fixed-rate collateralized mortgage obligations ("CMOs") ..       8,318       8,494       2,284       2,373          --          --
  Variable-rate CMOs .......................................     199,601     200,179     198,934     194,356     132,901     128,197
                                                               ---------   ---------   ---------   ---------   ---------   ---------
    Total mortgage-backed securities held to maturity ......     263,860     264,812     209,340     204,950     140,166     135,475
                                                               ---------   ---------   ---------   ---------   ---------   ---------

Mortgage-backed securities available for sale:
  Fixed-rate pass through certificates .....................   $  61,502   $  63,974   $  72,522   $  74,038   $  84,487   $  82,772
  Variable-rate pass through certificates ..................      12,958      13,040      15,148      15,252      30,670      29,862
  Fixed-rate collateralized mortgage obligations ("CMOs") ..      35,315      35,685           3           3           8           8
  Variable-rate CMOs .......................................     145,335     148,042     206,149     205,641     169,459     167,369
                                                               ---------   ---------   ---------   ---------   ---------   ---------
    Total mortgage-backed securities available for sale ....     255,110     260,741     293,822     294,934     284,624     280,011
                                                               ---------   ---------   ---------   ---------   ---------   ---------
    Total mortgage-backed securities .......................     518,970     525,553   $ 503,162   $ 499,884   $ 424,790   $ 415,486
                                                               ---------   ---------   =========   =========   =========   =========

Investment securities held to maturity:
  U.S. Government and agency ...............................   $  18,040   $  20,156   $  34,518   $  35,819   $  35,993   $  34,588
  Municipal securities .....................................      65,274      65,759      50,641      50,388      31,848      27,850
  Corporate debt issues ....................................      49,329      48,164      44,832      42,215      29,749      24,451
                                                               ---------   ---------   ---------   ---------   ---------   ---------
    Total investment securities held to maturity ...........   $ 132,643   $ 134,079   $ 129,991   $ 128,422   $  97,590   $  86,889
                                                               =========   =========   =========   =========   =========   =========
Investment securities available for sale:
  U.S. Government and agency ...............................   $  23,604   $  23,952   $  27,220   $  27,793   $  50,970   $  50,593
  Municipal securities .....................................      77,742      78,011      57,538      57,588      55,810      51,387
  Corporate debt issues ....................................       1,476       1,333         986         905         985         949
  Equity securities and mutual funds .......................      68,228      71,686       7,123      10,359       3,441       5,043
                                                               ---------   ---------   ---------   ---------   ---------   ---------
    Total investment securities available for sale .........   $ 171,050   $ 174,982   $  92,867   $  96,645   $ 111,206   $ 107,972
                                                               =========   =========   =========   =========   =========   =========
</Table>

         ISSUERS OF MORTGAGE-BACKED SECURITIES. The following table sets forth
information regarding the issuers and the carrying value of the Company's
mortgage-backed securities held to maturity and mortgage-backed securities
available for sale.

<Table>
<Caption>
                                                            AT JUNE 30,
                                            ------------------------------------------
                                                2002           2001           2000
                                            ------------   ------------   ------------
                                                          (IN THOUSANDS)
<S>                                         <C>            <C>            <C>
Mortgage-backed securities:
   FNMA .................................   $    193,814   $    210,548   $    149,780
   GNMA .................................         76,412         91,535        103,537
   FHLMC ................................        235,344        181,500        146,309
   Other (non-agency) ...................         19,031         20,691         20,551
                                            ------------   ------------   ------------
     Total mortgage-backed securities ...   $    524,601   $    504,274   $    420,177
                                            ============   ============   ============
</Table>


                                       15
<PAGE>


         INVESTMENT PORTFOLIO MATURITIES. The following table sets forth the
scheduled maturities, carrying values, amortized cost, market values and
weighted average yields for the Company's investment securities and
mortgage-backed securities portfolios at June 30, 2002. Adjustable-rate
mortgage-backed securities are included in the period in which interest rates
are next scheduled to adjust.

<Table>
<Caption>
                                                                                   AT JUNE 30, 2002
                                                      ------------------------------------------------------------------------------
                                                          ONE YEAR OR LESS          ONE TO FIVE YEARS          FIVE TO TEN YEARS
                                                      -----------------------    -----------------------    -----------------------
                                                                   ANNUALIZED                 ANNUALIZED                 ANNUALIZED
                                                                    WEIGHTED                   WEIGHTED                   WEIGHTED
                                                      AMORTIZED     AVERAGE       AMORTIZED     AVERAGE      AMORTIZED    AVERAGE
                                                         COST        YIELD          COST         YIELD          COST        YIELD
                                                      ----------   ----------    ----------   ----------    ----------   ----------
                                                                                 (DOLLARS IN THOUSANDS)

<S>                                                   <C>          <C>           <C>          <C>           <C>          <C>


Investment securities held to maturity:
  U.S. Government and agency obligations ..........   $       --           --%   $       --           --%   $   10,013         7.14%
  Municipal securities ............................           --           --           100         5.25            --           --
  Corporate debt issues ...........................           --           --         1,019        11.51            --           --
                                                      ----------   ----------    ----------   ----------    ----------   ----------
   Total investment securities held to maturity ...   $       --           --%   $    1,119        10.95%   $   10,013         7.14%

Investment securities available for sale:
  U.S. Government and agency obligations ..........   $    5,501         6.08%   $   10,974         5.25%   $    7,129         5.18%
  Equity securities and mutual funds ..............           --           --            --           --            --           --
  Municipal securities ............................          100         5.30            --           --           498         4.95
  Corporate debt issues ...........................           --           --            --           --            --           --
                                                      ----------   ----------    ----------   ----------    ----------   ----------
   Total investment securities available for sale .   $    5,601         6.07%   $   10,974         5.25%   $    7,627         5.16%

Mortgage-backed securities held to maturity:
  Pass-through certificates .......................   $   52,278         4.72%   $       --           --%   $       --           --%
  CMOs ............................................      199,601         3.98            --           --            --           --
                                                      ----------   ----------    ----------   ----------    ----------   ----------
   Total mortgage-backed securities held
    to maturity ...................................   $  251,879         4.13%   $       --           --%   $       --           --%
Mortgage-backed securities available for sale:
  Pass through certificates .......................   $   12,989         4.68%   $    1,873         6.86%   $    1,184         6.02%
  CMOs ............................................      145,335         4.22             1        10.15         5,725         5.46
                                                      ----------   ----------    ----------   ----------    ----------   ----------

   Total mortgage-backed securities available
   for sale .......................................   $  158,324         4.26%   $    1,874         6.86%   $    6,909         5.56%
                                                      ----------   ----------    ----------   ----------    ----------   ----------

Total investment securities and mortgage-backed
  securities ......................................   $  415,804         4.21%   $   13,967         5.92%   $   24,549         6.08%
                                                      ==========   ==========    ==========   ==========    ==========   ==========

<Caption>

                                                                            AT JUNE 30, 2002
                                                      ---------------------------------------------------------------
                                                        MORE THAN TEN YEARS                      TOTAL
                                                      -----------------------    ------------------------------------
                                                                   ANNUALIZED                              ANNUALIZED
                                                                    WEIGHTED                                WEIGHTED
                                                      AMORTIZED      AVERAGE      AMORTIZED     MARKET       AVERAGE
                                                         COST         YIELD         COST         VALUE        YIELD
                                                      ----------   ----------    ----------   ----------   ----------
                                                              (DOLLARS IN THOUSANDS)

<S>                                                   <C>          <C>           <C>          <C>           <C>


Investment securities held to maturity:
  U.S. Government and agency obligations ..........   $    8,027         7.51%   $   18,040   $   20,156         7.30%
  Municipal securities ............................       65,174         5.08        65,274       65,759         5.08
  Corporate debt issues ...........................       48,310         8.15        49,329       48,164         8.22
                                                      ----------   ----------    ----------   ----------   ----------
   Total investment securities held to maturity ...   $  121,511         6.46%   $  132,643   $  134,079         6.55%

Investment securities available for sale:
  U.S. Government and agency obligations ..........   $       --           --%   $   23,604   $   23,952         5.42%
  Equity securities and mutual funds ..............       68,228         3.45        68,228       71,686         3.45
  Municipal securities ............................       77,144         5.13        77,742       78,011         5.13
  Corporate debt issues ...........................        1,476         4.21         1,476        1,333         4.21
                                                      ----------   ----------    ----------   ----------   ----------
   Total investment securities available for sale .   $  146,848         4.34%   $  171,050   $  174,982         4.49%

Mortgage-backed securities held to maturity:
  Pass-through certificates .......................   $    3,663         6.95%   $   55,941   $   56,139         4.87%
  CMOs ............................................        8,318         5.61       207,919      208,673         4.05
                                                      ----------   ----------    ----------   ----------   ----------
   Total mortgage-backed securities held
    to maturity ...................................   $   11,981         6.02%   $  263,860   $  264,812         4.22%
Mortgage-backed securities available for sale:
  Pass through certificates .......................   $   58,414         7.06%   $   74,460   $   77,014         6.62%
  CMOs ............................................       29,589         5.61       180,650      183,727         4.49
                                                      ----------   ----------    ----------   ----------   ----------

   Total mortgage-backed securities available
   for sale .......................................   $   88,003         6.57%   $  255,110   $  260,741         5.11%
                                                      ----------   ----------    ----------   ----------   ----------

Total investment securities and mortgage-backed
  securities ......................................   $  368,343         5.63%   $  822,663   $  834,614         4.93%
                                                      ==========   ==========    ==========   ==========   ==========
</Table>


                                       16
<PAGE>


SOURCES OF FUNDS

         GENERAL. Deposits are the major source of the Company's funds for
lending and other investment purposes. In addition to deposits, the Company
derives funds from the amortization and prepayment of loans and mortgage-backed
securities, the maturity of investment securities, operations and, if needed,
borrowings from the FHLB. Scheduled loan principal repayments are a relatively
stable source of funds, while deposit inflows and outflows and loan prepayments
are influenced significantly by general interest rates and market conditions.
Borrowings may be used on a short-term basis to compensate for reductions in the
availability of funds from other sources or on a longer term basis for general
business purposes.

         DEPOSITS. Consumer and commercial deposits are attracted principally
from within the Company's market area through the offering of a broad selection
of deposit instruments including checking accounts, savings accounts, money
market deposit accounts, term certificate accounts and individual retirement
accounts. While the Company accepts deposits of $100,000 or more, it does not
offer substantial premium rates for such deposits. Deposit account terms vary
according to the minimum balance required, the period of time during which the
funds must remain on deposit, and the interest rate, among other factors. The
Company regularly evaluates its internal cost of funds, surveys rates offered by
competing institutions, reviews the Company's cash flow requirements for lending
and liquidity, and executes rate changes when deemed appropriate. The Company
does not obtain funds through brokers, nor does it solicit funds outside its
market area.

         The following table sets forth the savings activities of the Company
for the periods indicated.

<Table>
<Caption>
                                                           YEARS ENDED JUNE 30,
                                                ------------------------------------------
                                                    2002           2001           2000
                                                ------------   ------------   ------------
                                                              (IN THOUSANDS)

<S>                                             <C>            <C>            <C>
Balance at beginning of period ..............   $  3,264,940   $  2,886,509   $  2,463,711
Net savings activity ........................         88,883        131,763         18,222
Net checking activity .......................         49,913          2,019         43,240
Deposits acquired ...........................         84,960        137,941        270,810
                                                ------------   ------------   ------------
   Net increase before interest credited ....        223,756        271,723        332,272
Interest credited ...........................        104,426        106,708         90,526
                                                ------------   ------------   ------------
   Net increase in deposits .................        328,182        378,431        422,798
                                                ------------   ------------   ------------
     Balance at end of period ...............   $  3,593,122   $  3,264,940   $  2,886,509
                                                ============   ============   ============
</Table>

         The following table sets forth the dollar amount of savings deposits in
the various types of savings accounts offered by the Company between the dates
indicated.

<Table>
<Caption>
                                                                    AT JUNE 30,
                                   -------------------------------------------------------------------------------
                                                   2002                                     2001
                                   -------------------------------------    -------------------------------------
                                     BALANCE    PERCENT(1)      RATE(2)       BALANCE     PERCENT(1)     RATE(2)
                                   ----------   ----------    ----------    ----------   ----------    ----------
                                                              (DOLLARS IN THOUSANDS)
<S>                                <C>          <C>           <C>           <C>          <C>           <C>

Savings accounts ...............   $  698,336        19.44%         2.62%   $  455,031        13.94%         3.17%
Checking accounts ..............      605,582        16.85          0.86       522,580        16.00          0.96
Money market accounts ..........      407,974        11.35          2.71       208,220         6.38          3.69
Certificates of deposit:
   Maturing within 1 year ......    1,046,783        29.14          3.80     1,691,033        51.79          6.02
   Maturing 1 to 3 years .......      542,222        15.09          4.39       313,697         9.61          5.79
   Maturing more than 3 years ..      292,225         8.13          5.02        74,379         2.28          6.02
                                   ----------   ----------    ----------    ----------   ----------    ----------
   Total certificates ..........    1,881,230        52.36          4.16     2,079,109        63.68          5.99
                                   ----------   ----------    ----------    ----------   ----------    ----------
Total deposits .................   $3,593,122       100.00%         3.14%   $3,264,940       100.00%         4.65%
                                   ==========   ==========    ==========    ==========   ==========    ==========

<Caption>

                                               AT JUNE 30,
                                   -------------------------------------
                                                  2000
                                   -------------------------------------
                                    BALANCE     PERCENT(1)     RATE (2)
                                   ----------   ----------    ----------
                                         (DOLLARS IN THOUSANDS)
<S>                                <C>          <C>           <C>

Savings accounts ...............   $  432,908        15.00%         3.22%
Checking accounts ..............      470,183        16.29          0.93
Money market accounts ..........      183,257         6.35          3.63
Certificates of deposit:
   Maturing within 1 year ......    1,042,401        36.11          5.24
   Maturing 1 to 3 years .......      660,620        22.89          6.23
   Maturing more than 3 years ..       97,140         3.36          5.93
                                   ----------   ----------    ----------
   Total certificates ..........    1,800,161        62.36          5.64
                                   ----------   ----------    ----------
Total deposits .................   $2,886,509       100.00%         4.38%
                                   ==========   ==========    ==========
</Table>

----------

(1)  Represents percentage of total deposits.

(2)  Represents weighted average nominal rate at fiscal year end.


                                       17
<PAGE>


         TIME DEPOSIT RATES. The following table sets forth the time deposits in
the Company classified by rates as of the dates indicated:

<Table>
<Caption>
                                         AT JUNE 30,
                         -----------------------------------------
                             2002           2001         2000
                         ------------   -----------  -------------
         RATE                         (IN THOUSANDS)
         ----
<S>                      <C>            <C>          <C>

Less than 2.00%........  $     24,433   $        --  $          --
2.00 - 2.99%...........       431,963           301             --
3.00 - 3.99%...........       410,835        79,616          4,485
4.00 - 4.99%...........       579,715       330,509        322,494
5.00 - 5.99%...........       233,925       428,362        911,908
6.00 - 6.99%...........       171,642     1,124,205        546,796
7.00 - 7.99%...........        28,653       116,052         14,417
8.00% or greater.......            64            64             61
                         ------------   -----------  -------------
    Total..............  $  1,881,230   $ 2,079,109  $   1,800,161
                         ============   ===========  =============
</Table>

         TIME DEPOSIT MATURITIES. The following table sets forth the amount and
maturities of time deposits at June 30, 2002.

<Table>
<Caption>
                                                   AMOUNT DUE
                           --------------------------------------------------------------
                           LESS THAN      1-2           2-3        AFTER 3
                            ONE YEAR      YEARS        YEARS        YEARS         TOTAL
                           ---------    ---------    ---------     --------     ---------
             RATE                                 (IN THOUSANDS)
             ----
<S>                        <C>          <C>          <C>           <C>         <C>

Less than 2.00%..........  $   24,426   $       7    $      --     $     --    $   24,433
2.00 - 2.99%.............     403,763      28,067           17          116       431,963
3.00 - 3.99%.............     233,491     114,849       61,597          898       410,835
4.00 - 4.99%.............     173,198     149,013       75,575      181,929       579,715
5.00 - 5.99%.............      52,338      41,138       35,848      104,601       233,925
6.00 - 6.99%.............     146,086       9,230       12,462        3,864       171,642
7.00 - 7.99%.............      13,481       2,004       12,351          817        28,653
8.00% or greater.........          --          64           --           --            64
                           ----------   ---------    ---------     --------    ----------
Total....................  $1,046,783   $ 344,372    $ 197,850     $292,225    $1,881,230
                           ==========   =========    =========     ========    ==========
</Table>

         LARGE CERTIFICATES OF DEPOSIT MATURITIES. The following table indicates
the amount of the Company's certificates of deposit of $100,000 or more by time
remaining until maturity at June 30, 2002.


<Table>
<Caption>
                                                                 CERTIFICATES
MATURITY PERIOD                                                   OF DEPOSIT
                                                                (IN THOUSANDS)
<S>                                                             <C>

 Three months or less........................................    $    59,864
 Three through six months....................................         46,989
 Six through twelve months...................................         52,134
 Over twelve months..........................................        130,443
                                                                 -----------
   Total.....................................................    $   289,430
                                                                 ===========
</Table>

BORROWINGS

         Savings deposits are the primary source of funds for the Company's
lending and investment activities and for its general business purposes. The
Company also relies upon borrowings from the FHLB to supplement its supply of
lendable funds and to meet deposit withdrawal requirements. Borrowings from the
FHLB typically are collateralized by the Bank's stock in the FHLB and a portion
of the Bank's first mortgage loans.

         The FHLB functions as a central reserve bank providing credit for the
Bank and other member financial institutions. As a member, the Bank is required
to own capital stock in the FHLB and is authorized to apply for borrowings on
the security of such stock and certain of its first mortgage loans and other
assets (principally, securities that are obligations of, or guaranteed by, the
United States) provided certain standards related to creditworthiness have been
met. Borrowings are made pursuant to several different programs. Each credit
program has its own interest rate and range of maturities. Depending on the
program, limitations on the amount of borrowings are based either on a fixed
percentage of a member institution's net worth or on the FHLB's assessment of
the institution's creditworthiness. All FHLB borrowings have fixed interest
rates and original maturities of between one day and twenty years.


                                       18
<PAGE>



<Table>
<Caption>
                                                            DURING THE YEAR ENDED JUNE 30,
                                                       --------------------------------------
                                                          2002           2001         2000
                                                       ----------    ----------    ----------
                                                            (DOLLARS IN THOUSANDS)
<S>                                                    <C>           <C>           <C>
FHLB-Pittsburgh borrowings:
     Average balance outstanding                       $  237,907    $  247,291    $  264,130
     Maximum outstanding at end of any month during       243,547       304,583       411,370
     period
     Balance outstanding at end of period                 235,500       245,552       201,602
     Weighted average interest rate during period            5.47%         5.84%         5.53%
     Weighted average interest rate at end of period         5.35%         5.36%         5.90%

Reverse repurchase agreements:
     Average balance outstanding                       $   12,798    $   24,059    $   27,627
     Maximum outstanding at end of any month during        19,568        28,997        35,215
     period
     Balance outstanding at end of period                  17,166        24,165        31,463
     Weighted average interest rate during period            2.82%         6.14%         5.50%
     Weighted average interest rate at end of period         1.98%         4.47%         6.38%

Other borrowings:
     Average balance outstanding                       $    6,571    $    7,208    $    8,100
     Maximum outstanding at end of any month during         6,647        10,315        10,054
     period
     Balance outstanding at end of period                   6,594         6,495         6,876
     Weighted average interest rate during period            6.63%         7.03%         6.55%
     Weighted average interest rate at end of period         6.63%         6.65%         6.55%

Total borrowings:
     Average balance outstanding                       $  257,276    $  278,558    $  299,857
     Maximum outstanding at end of any month during       269,603       339,531       447,281
     period
     Balance outstanding at end of period                 259,260       276,212       239,941
     Weighted average interest rate during period            5.37%         5.90%         5.55%
     Weighted average interest rate at end of period         5.16%         5.31%         5.98%
</Table>


COMPETITION

         The Company's market area in Pennsylvania, western New York and eastern
Ohio has a large concentration of financial institutions, some of which are
significantly larger and have greater financial resources than the Company, and
all of which are competitors of the Company to varying degrees. As a result, the
Company encounters strong competition both in attracting deposits and in
originating real estate and other loans. Its most direct competition for
deposits has come historically from commercial banks, brokerage houses, other
savings associations, and credit unions in its market area, and the Company
expects continued strong competition from such financial institutions in the
foreseeable future. The Company's market area includes offices of several
commercial banks that are substantially larger than the Company in terms of
state-wide deposits. The Company competes for savings by offering depositors a
high level of personal service and expertise together with a wide range of
financial services.

         The competition for real estate and other loans comes principally from
commercial banks, mortgage banking companies, and other savings institutions.
This competition for loans has increased substantially in recent years as a
result of the large number of institutions competing in the Company's market
area as well as the increased efforts by commercial banks to expand mortgage
loan originations.

         The Company competes for loans primarily through the interest rates and
loan fees it charges and the efficiency and quality of services it provides
borrowers, real estate brokers, and builders. Factors that affect competition
include general and local economic conditions, current interest rate levels, and
volatility of the mortgage markets.

SUBSIDIARY ACTIVITIES

         The Company has four subsidiaries: the Bank and Jamestown, as well as
Northwest Capital Trust I and Northwest Bancorp Trust I, all of which are
wholly-owned. The Bank has five wholly owned subsidiaries, Great Northwest
Corporation, Northwest Financial Services, Inc., Northwest Consumer Discount
Company, Inc., Allegheny Services, Inc., and Northwest Capital Group, Inc.
Jamestown has no subsidiaries. For financial reporting purposes all of these
companies are included in the consolidated financial statements of the Company.


                                       19
<PAGE>


         During fiscal 2002 the Company formed two wholly owned Delaware
statutory business trusts, Northwest Capital Trust I and Northwest Bancorp
Statutory Trust I. These trusts were formed solely to issue preferred securities
to third parties for cash, issue common securities to the Company in exchange
for capitalization of the trusts, invest the proceeds from the sale of trust
securities in an equivalent amount of debentures of the Company and engage in
other activities that are incidental to those previously listed.

         Northwest Capital Trust I is a wholly owned Delaware statutory business
trust. The sole activity of this Trust was the issuance of 2,760,000 of 8.75%
Cumulative Trust Preferred Securities through a public offering on November 30,
2001 (liquidation value of $25 per preferred security or $69,000,000) with a
stated maturity date of December 31, 2031. At June 30, 2002, the Company had an
equity investment in Northwest Capital Trust I of $2.1 million. For the fiscal
year ended June 30, 2002 Northwest Capital Trust I reported no net income.

         Northwest Bancorp Statutory Trust I is the second wholly owned Delaware
statutory business trust formed by the Company during the 2002 fiscal year. The
sole activity of this Trust was the issuance of 30,000 Cumulative Trust
Preferred Securities to a pooled vehicle through a private transaction on
December 18, 2001 (liquidation value of $1,000 per preferred security or
$30,000,000) with a stated maturity date of December 23, 2031. At June 30, 2002,
the Company had an equity investment in Northwest Bancorp Statutory Trust I of
$928,000, and for the fiscal year ended June 30, 2002, Northwest Bancorp
Statutory Trust I reported no net income.

         Great Northwest's sole activity is holding equity investments in
government-assisted low-income housing projects in various locations in the
Company's market area. At June 30, 2002, the Bank had an equity investment in
Great Northwest of $3.7 million. For the fiscal year ended June 30, 2002, Great
Northwest had net income of $548,000 generated primarily from federal low-income
housing tax credits.

         Northwest Financial Services' principal activity is the operation of
retail brokerage activities for the Company. It also maintains an investment in
land acquired by foreclosure and the ownership of the common stock of several
financial institutions. In addition, Northwest Financial Services also holds an
equity investment in one government assisted low-income housing project and owns
100% of the stock in Rid-Fed, Inc. At June 30, 2002, the Bank had an equity
investment in Northwest Financial Services of $6.5 million, and for the fiscal
year ended June 30, 2002, Northwest Financial Services had net income of
$563,000.

         Northwest Consumer Discount Company operates 47 consumer finance
offices throughout Pennsylvania and operates two consumer finance offices in New
York State as a separate subsidiary doing business therein as Northwest Finance
Company. At June 30, 2002, the Bank had an equity investment in Northwest
Consumer Discount Company of $15.1 million and the net income of Northwest
Consumer Discount Company for the fiscal year ended June 30, 2002 was $1.8
million. Consumer loans entail greater credit risk than do residential mortgage
loans, particularly in the case of consumer loans that are unsecured or secured
by assets that depreciate rapidly, such as automobiles, mobile homes, boats, and
recreation vehicles. In such cases, repossessed collateral for a defaulted
consumer loan may not provide an adequate source of repayment for the
outstanding loan and the remaining deficiency often does not warrant further
substantial collection efforts against the borrower. In particular, amounts
realizable on the sale of repossessed automobiles may be significantly reduced
based upon the condition of the automobiles and the lack of demand for used
automobiles. The Company adds a general provision on a regular basis to its
consumer loan loss allowance, based on general economic conditions and prior
loss experience.

         Allegheny Services, Inc. is a Delaware investment company that holds
mortgage loans originated through the Bank's wholesale lending business. In
addition, this Company has loans to both Northwest Savings Bank and Northwest
Consumer Discount Company. At June 30, 2002 the Bank had an equity investment in
Allegheny Services, Inc. of $466.1 million, and for the fiscal year ended June
30, 2002, Allegheny Services, Inc. had net income of $16.4 million.

         Northwest Capital Group's principal activity is the development and
sale of a timeshare project in Honolulu, Hawaii which was acquired by deed in
lieu of foreclosure in 1997. At June 30, 2002 the Bank had an equity investment
of $26,000 in Northwest Capital Group and for the fiscal year ended June 30,
2002 Northwest Capital Group reported no net income.


                                       20
<PAGE>


         Rid-Fed, Inc., a wholly owned subsidiary of Northwest Financial
Services, has as its sole activity a commercial real estate loan to Northwest
Capital Group. At June 30, 2002 Northwest Financial Services had an equity
investment of $1.1 million in Rid-Fed, Inc. and for the fiscal year ended June
30, 2002 Rid-Fed, Inc. reported no net income.

         Northwest Finance Company, Inc. is a wholly owned subsidiary of
Northwest Consumer Discount Company. Northwest Finance Company operates two
consumer finance offices in Jamestown and Fredonia, New York. As of June 30,
2002, Northwest Consumer Discount Company's equity investment in Northwest
Finance Company was $(119,000). For the year ended June 30, 2002, Northwest
Finance Company had a net loss of $19,000.

         Federal regulations require SAIF-insured institutions to provide 30
days advance notice to the FDIC before establishing or acquiring a subsidiary or
conducting a new activity in a subsidiary. The insured institution must also
provide the FDIC such information as may be required by applicable regulations
and must conduct the activity in accordance with the rules and orders of the
FDIC. In addition to other enforcement and supervision powers, the FDIC may
determine after notice and opportunity for a hearing that the continuation of a
savings association's ownership of or relation to a subsidiary constitutes a
serious risk to the safety, soundness or stability of the savings association,
or is inconsistent with the purposes of federal banking law. Upon the making of
such a determination, the FDIC may order the savings association to divest the
subsidiary or take other actions.

PERSONNEL

         As of June 30, 2002, the Company and its wholly owned subsidiaries had
1,227 full-time and 289 part-time employees. None of the Company's employees is
represented by a collective bargaining group. The Company believes its
relationship with its employees to be good.

                                   REGULATION

GENERAL

         The Company is a Federal corporation, and the Mutual Holding Company is
a Federal mutual holding company. The Company and the Mutual Holding Company are
required to file certain reports with, and otherwise comply with the rules and
regulations of the OTS.

         The Bank is a Pennsylvania-chartered savings bank and its deposit
accounts are insured up to applicable limits by the FDIC under the SAIF. The
Bank is subject to extensive regulation by the Department of Banking of the
Commonwealth of Pennsylvania (the "Department"), as its chartering agency, and
by the FDIC, as the deposit insurer. The Bank must file reports with the
Department and the FDIC concerning its activities and financial condition in
addition to obtaining regulatory approvals prior to entering into certain
transactions including, but not limited to, mergers with or acquisitions of
other savings institutions. There are periodic examinations by the Department
and the FDIC to test the Bank's compliance with various regulatory requirements.
This regulation and supervision establishes a comprehensive framework of
activities in which an institution can engage and is intended primarily for the
protection of the FDIC insurance fund and depositors. The regulatory structure
also gives the regulatory authorities extensive discretion in connection with
their supervisory and enforcement activities and with their examination
policies, including policies with respect to the classification of assets and
the establishment of adequate loan loss reserves for regulatory purposes. Any
change in such regulation, whether by the Department or the FDIC could have a
material adverse impact on the Company, the Mutual Holding Company, the Bank and
their operations.

PENNSYLVANIA SAVINGS BANK LAW

         The Pennsylvania Banking Code of 1965, as amended (the "Banking Code")
contains detailed provisions governing the organization, location of offices,
rights and responsibilities of directors, officers, employees, and depositors,
as well as corporate powers, savings and investment operations and other aspects
of the Bank and its affairs. The Banking Code delegates extensive rulemaking
power and administrative discretion to the Department so that the supervision
and regulation of state-chartered savings banks may be flexible and readily
responsive to changes in economic conditions and in savings and lending
practices.


                                       21
<PAGE>


         One of the purposes of the Banking Code is to provide savings banks
with the opportunity to be competitive with each other and with other financial
institutions existing under other Pennsylvania laws as well as other state,
federal and foreign laws. A Pennsylvania savings bank may locate or change the
location of its principal place of business and establish an office anywhere in
Pennsylvania, with the prior approval of the Department.

         The Department generally examines each savings bank not less frequently
than once every two years. Although the Department may accept the examinations
and reports of the FDIC in lieu of the Department's examination, the current
practice is for the Department to conduct individual examinations. The
Department may order any savings bank to discontinue any violation of law or
unsafe or unsound business practice and may direct any trustee, officer,
attorney, or employee of a savings bank engaged in an objectionable activity,
after the Department has ordered the activity to be terminated, to show cause at
a hearing before the Department why such person should not be removed.

INSURANCE OF ACCOUNTS AND REGULATION BY THE FDIC

         The Bank is a member of the SAIF, which is administered by the FDIC.
Deposits are insured up to applicable limits by the FDIC and such insurance is
backed by the full faith and credit of the U.S. Government. As insurer, the FDIC
imposes deposit insurance premiums and is authorized to conduct examinations of
and to require reporting by FDIC-insured institutions. It also may prohibit any
FDIC-insured institution from engaging in any activity the FDIC determines by
regulation or order to pose a serious risk to the FDIC. The FDIC also has the
authority to initiate enforcement actions against savings banks, after giving
the OTS an opportunity to take such action, and may terminate the deposit
insurance if it determines that the institution has engaged or is engaging in
unsafe or unsound practices, or is in an unsafe or unsound condition.

         The FDIC's deposit insurance premiums are assessed through a risk-based
system under which all insured depository institutions are placed into one of
nine categories and assessed insurance premiums, ranging from 0% to .27% of
deposits, based upon their level of capital and supervisory evaluation. Under
the system, institutions classified as well capitalized (i.e., a core capital
ratio of at least 5%, a ratio of core capital to risk-weighted assets of at
least 6% and a risk-based capital ratio of at least 10%) and considered healthy
would pay the lowest premium while institutions that are less than adequately
capitalized (i.e., a core capital or core capital to risk-based capital ratios
of less than 4% or a risk-based capital ratio of less than 8%) and considered of
substantial supervisory concern would pay the highest premium. Risk
classification of all insured institutions is made by the FDIC for each
semi-annual assessment period.

         The FDIC is authorized to increase assessment rates, on a semiannual
basis, if it determines that the reserve ratio of the SAIF will be less than the
designated reserve ratio of 1.25% of SAIF insured deposits. In setting these
increased assessments, the FDIC must seek to restore the reserve ratio to that
designated reserve level, or such higher reserve ratio as established by the
FDIC. The FDIC may also impose special assessments on SAIF members to repay
amounts borrowed from the United States Treasury or for any other reason deemed
necessary by the FDIC. In addition, interest payments on FICO bonds issued in
the late 1980's by the Financing Corporation to recapitalize the now defunct
Federal Savings and Loan Insurance Corporation are paid jointly by Bank
Insurance Fund ("BIF") insured institutions and SAIF-insured institutions. Since
January 1, 2000, the FICO interest payments have been paid pro rata by banks and
thrifts based on approximately 2.1 basis point of deposits.

         As a result of the enactment of the Small Business Job Protection Act
of 1996, all savings banks and savings associations are able to convert to a
commercial bank charter, diversify their lending, or merge into a commercial
bank without having to recapture any of their pre-1988 tax bad debt reserve
accumulations. Any post-1987 reserves are subject to recapture, regardless of
whether or not a particular thrift intends to convert its charter, be acquired,
or diversify its activities. The recapture tax on post-1987 reserves is assessed
in equal installments over the six year period beginning in fiscal 1997.
However, because the Company met the minimum level of mortgage lending test
(i.e., the Company's level of mortgage lending activity (re-financings and home
equity loans excluded) exceeded its average mortgage lending activity for the
six years preceding fiscal 1997 and 1998, adjusted for inflation), the Company
was able to suspend its tax bad debt recapture for the 1997 and 1998 tax years.
During each of the fiscal years 1999, 2000, 2001 and 2002, the Company
recaptured into taxable income approximately $1.3 million of the post-1987 bad
debt reserves. At June 30, 2002, the Company had a balance of approximately $2.6


                                       22
<PAGE>


million of bad debt reserves in retained income that is subject to recapture
equally over the next two years under this legislation.

CAPITAL REQUIREMENTS

         Any savings institution that fails any of the capital requirements is
subject to possible enforcement actions by the FDIC. Such actions could include
a capital directive, a cease and desist order, civil money penalties, the
establishment of restrictions on an institution's operations, termination of
federal deposit insurance, and the appointment of a conservator or receiver.
Certain actions are required by law. The FDIC's capital regulation provides that
such actions, through enforcement proceedings or otherwise, could require one or
more of a variety of corrective actions.

         The Bank is also subject to more stringent capital guidelines of the
Department. Although not adopted in regulation form, the Department utilizes
capital standards of 6% leverage capital and 10% risk-based capital. The
components of leverage and risk-based capital are substantially the same as
those defined by the FDIC.

LOANS-TO-ONE BORROWER LIMITATION

         Under federal regulations, with certain limited exceptions, a
Pennsylvania chartered savings bank may lend to a single or related group of
borrowers on an "unsecured" basis an amount equal to 15% of its unimpaired
capital and surplus. An additional amount may be lent, equal to 10% of
unimpaired capital and surplus, if such loan is secured by readily-marketable
collateral, which is defined to include certain securities and bullion, but
generally does not include real estate. The Company's internal policy, however,
is to make no loans either individually or in the aggregate to one entity in
excess of $7.5 million without prior approval from the Board of Directors.

PROMPT CORRECTIVE ACTION

         Under federal regulations, a bank shall be deemed to be (i) "well
capitalized" if it has total risk-based capital of 10.0% or more, has a Tier 1
risk-based capital ratio of 6.0% or more, has a Tier I leverage capital ratio of
5.0% or more and is not subject to any written capital order or directive; (ii)
"adequately capitalized" if it has a total risk-based capital ratio of 8.0% or
more, a Tier I risk-based capital ratio of 4.0% or more and a Tier I leverage
capital ratio of 4.0% or more (3.0% under certain circumstances) and does not
meet the definition of "well capitalized"; (iii) "undercapitalized" if it has a
total risk-based capital ratio that is less than 8.0%, a Tier I risk-based
capital ratio that is less than 4.0% or a Tier I leverage capital ratio that is
less than 4.0% (3.0% under certain circumstances); (iv) "significantly
undercapitalized" if it has a total risk-based capital ratio that is less than
6.0%, a Tier I risk-based capital ratio that is less than 3.0% or a Tier I
leverage capital ratio that is less than 3.0%; and (v) "critically
undercapitalized" if it has a ratio of tangible equity to total assets that is
equal to or less than 2.0%. Federal regulations also specify circumstances under
which a federal banking agency may reclassify a well capitalized institution as
adequately capitalized and may require an adequately capitalized institution to
comply with supervisory actions as if it were in the next lower category (except
that the FDIC may not reclassify a significantly undercapitalized institution as
critically undercapitalized). As of June 30, 2002, the Bank and Jamestown were
"well-capitalized institutions" for this purpose.

ACTIVITIES AND INVESTMENTS OF INSURED STATE-CHARTERED BANKS

         Federal law generally limits the activities and equity investments of
FDIC-insured, state-chartered banks to those that are permissible for national
banks. Under regulations dealing with equity investments, an insured state bank
generally may not, directly or indirectly, acquire or retain any equity
investment of a type, or in an amount, that is not permissible for a national
bank. An insured state bank is not prohibited from, among other things, (i)
acquiring or retaining a majority interest in a subsidiary; (ii) investing as a
limited partner in a partnership the sole purpose of which is direct or indirect
investment in the acquisition, rehabilitation, or new construction of a
qualified housing project, provided that such limited partnership investments
may not exceed 2% of the bank's total assets; (iii) acquiring up to 10% of the
voting stock of a company that solely provides or reinsures directors',
trustees', and officers' liability insurance coverage or bankers' blanket bond
group insurance coverage for insured depository institutions; and (iv) acquiring
or retaining the voting shares of a depository institution if certain
requirements are met.


                                       23
<PAGE>


THE USA PATRIOT ACT

         In response to the events of September 11th, the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001, or the USA PATRIOT Act, was signed into law on
October 26, 2001. The USA PATRIOT Act gives the federal government new powers to
address terrorist threats through enhanced domestic security measures, expanded
surveillance powers, increased information sharing, and broadened anti-money
laundering requirements. By way of amendments to the Bank Secrecy Act, Title III
of the USA PATRIOT Act takes measures intended to encourage information sharing
among bank regulatory agencies and law enforcement bodies. Further, certain
provisions of Title III impose affirmative obligations on a broad range of
financial institutions, including banks, thrifts, brokers, dealers, credit
unions, money transfer agents and parties registered under the Commodity
Exchange Act.

         Among other requirements, Title III of the USA PATRIOT Act imposes the
following requirements with respect to financial institutions:

         o        Pursuant to Section 352, all financial institutions must
                  establish anti-money laundering programs that include, at
                  minimum: (i) internal policies, procedures, and controls; (ii)
                  specific designation of an anti-money laundering compliance
                  officer; (iii) ongoing employee training programs; and (iv) an
                  independent audit function to test the anti-money laundering
                  program.

         o        Section 326 of the Act authorizes the Secretary of the
                  Department of Treasury, in conjunction with other bank
                  regulators, to issue regulations by October 26, 2002 that
                  provide for minimum standards with respect to customer
                  identification at the time new accounts are opened.

         o        Section 312 of the Act requires financial institutions that
                  establish, maintain, administer, or manage private banking
                  accounts or correspondence accounts in the United States for
                  non-United States persons or their representatives (including
                  foreign individuals visiting the United States) to establish
                  appropriate, specific, and, where necessary, enhanced due
                  diligence policies, procedures, and controls designed to
                  detect and report money laundering.

         o        Effective December 25, 2001, financial institutions are
                  prohibited from establishing, maintaining, administering or
                  managing correspondent accounts for foreign shell banks
                  (foreign banks that do not have a physical presence in any
                  country), and will be subject to certain record keeping
                  obligations with respect to correspondent accounts of foreign
                  banks.

         o        Bank regulators are directed to consider a holding company's
                  effectiveness in combating money laundering when ruling on
                  Federal Reserve Act and Bank Merger Act applications.

         The federal banking agencies have begun to propose and implement
regulations pursuant to the USA PATRIOT Act. These proposed and interim
regulations would require financial institutions to adopt the policies and
procedures contemplated by the USA PATRIOT Act.

HOLDING COMPANY REGULATION

         Generally. Federal law allows a state savings bank, such as the Bank,
that qualifies as a "Qualified Thrift Lender," discussed below, to elect to be
treated as a savings association for purposes of the savings and loan company
provisions of the HOLA. Such election results in its holding company being
regulated as a savings and loan holding company by the OTS rather than as a bank
holding company by the Federal Reserve Board. The Company and the Mutual Holding
Company have made such election by converting from a Pennsylvania corporation
and a Pennsylvania mutual holding company to a Federal corporation and Federal
mutual holding company, respectively, effective June 30, 2001. The Company and
the Mutual Holding Company are savings and loan holding companies within the
meaning of the HOLA. As such, the Company and the Mutual Holding Company are
registered with the OTS and are subject to OTS regulations, examinations,
supervision and reporting requirements. In addition, the OTS has enforcement
authority over the Company and the Mutual Holding Company and any nonsavings
institution subsidiaries. Among other things, this authority permits the OTS to
restrict or prohibit activities that are determined to be a serious risk to the
subsidiary savings institution. As federal


                                       24
<PAGE>


corporations, the Company and the Mutual Holding Company are generally not
subject to state business organizations laws.

         Permitted Activities. Pursuant to Section 10(o) of the HOLA and OTS
regulations and policy, a mutual holding company and a federally chartered
mid-tier holding company, such as the Company, may engage in the following
activities: (i) investing in the stock of a savings association; (ii) acquiring
a mutual association through the merger of such association into a savings
association subsidiary of such holding company or an interim savings association
subsidiary of such holding company; (iii) merging with or acquiring another
holding company, one of whose subsidiaries is a savings association; (iv)
investing in a corporation, the capital stock of which is available for purchase
by a savings association under federal law or under the law of any state where
the subsidiary savings association or associations share their home offices; (v)
furnishing or performing management services for a savings association
subsidiary of such company; (vi) holding, managing or liquidating assets owned
or acquired from a savings subsidiary of such company; (vii) holding or managing
properties used or occupied by a savings association subsidiary of such company;
(viii) acting as trustee under deeds of trust; (ix) any other activity (A) that
the Federal Reserve Board, by regulation, has determined to be permissible for
bank holding companies under Section 4(c) of the Bank Holding Company Act,
unless the Director of the OTS, by regulation, prohibits or limits any such
activity for savings and loan holding companies; or (B) in which multiple
savings and loan holding companies were authorized (by regulation) to directly
engage on March 5, 1987; and (x) purchasing, holding, or disposing of stock
acquired in connection with a qualified stock issuance if the purchase of such
stock by such savings and loan holding company is approved by the Director. In
addition, a Federal mutual holding company may engage in any activities
permissible for a financial holding company under Section 4(k) of the Bank
Holding Company Act and regulations of the Federal Reserve Board thereunder,
including underwriting debt and equity securities, insurance agency and
underwriting, and merchant banking. If a mutual holding company acquires or
merges with another holding company, the holding company acquired or the holding
company resulting from such merger or acquisition may only invest in assets and
engage in activities listed above, and has a period of two years to cease any
nonconforming activities and divest of any nonconforming investments.

         The HOLA prohibits a savings and loan holding company, including the
Company and the Mutual Holding Company, directly or indirectly, or through one
or more subsidiaries, from acquiring another savings institution or holding
company thereof, without prior written approval of the OTS. It also prohibits
the acquisition or retention of more than 5% of the voting stock of another
savings institution or savings and loan holding company without the prior
approval of the OTS, and from acquiring or retaining control of an any
depository institution that is not FDIC-insured. In evaluating applications by
holding companies to acquire savings institutions, the OTS must consider the
financial and managerial resources, future prospects of the company and
institution involved, the effect of the acquisition on the risk to the insurance
fund, the convenience and needs of the community and competitive factors.

         The Company is regulated as a multiple savings and loan holding company
for interstate acquisition purposes by virtue of its ownership of the Bank and
Jamestown Savings Bank. The OTS is prohibited from approving any acquisition
that would result in a multiple savings and loan holding company controlling
savings institutions in more than one state, subject to two exceptions: (i) the
approval of interstate supervisory acquisitions by savings and loan holding
companies, and (ii) the acquisition of a savings institution in another state if
the laws of the state of the target savings institution specifically permit such
acquisitions. The states vary in the extent to which they permit interstate
savings and loan holding company acquisitions.

         Qualified Thrift Lender Test. To be regulated as a savings and loan
holding company by the OTS (rather than as a bank holding company by the Federal
Reserve Board), both the Bank and Jamestown Savings bank must qualify as a
Qualified Thrift Lender. To qualify as a Qualified Thrift Lender, each of the
Bank and Jamestown Savings Bank must maintain compliance with the test for a
"domestic building and loan association," as defined in the Internal Revenue
Code, or with the Qualified Thrift Lender test. Under the Qualified Thrift
Lender test, a savings institution is required to maintain at least 65% of its
"portfolio assets" (total assets less: (1) specified liquid assets up to 20% of
total assets; (2) intangibles, including goodwill; and (3) the value of property
used to conduct business) in certain "qualified thrift investments" (primarily
residential mortgages and related investments, including certain mortgage-backed
and related securities) in at least 9 months out of each 12-month period. As of
June 30, 2002 the Bank and Jamestown Savings Bank met the Qualified Thrift
Lender test.

         Waivers of Dividends by the Mutual Holding Company. OTS regulations
require the Mutual Holding Company to notify the OTS of any proposed waiver of
its right to receive dividends. The OTS reviews dividend


                                       25
<PAGE>


waiver notices on a case-by-case basis. Since the Mutual Holding Company
converted to a federal charter it has waived all dividends paid by the Company.

         Conversion of the Mutual Holding Company to Stock Form. OTS regulations
permit the Mutual Holding Company to issue from the mutual to the stock form of
ownership (a "Conversion Transaction"). There can be no assurance when, if ever,
a Conversion Transaction will occur, and the Board of Directors has no current
intention or plan to undertake a Conversion Transaction. In a Conversion
Transaction a new holding company would be formed as the successor to the
Company (the "New Holding Company"), the Mutual Holding Company's corporate
existence would end, and certain depositors of the Bank would receive the right
to subscribe for additional shares of the New Holding Company. Based upon
current OTS policy, in a Conversion Transaction, each share of Common Stock held
by the Company's public stockholders ("Minority Stockholders") would be
automatically converted into a number of shares of common stock of the New
Holding Company determined pursuant an exchange ratio that ensures that after
the Conversion Transaction, subject to any adjustment to reflect the receipt of
cash in lieu of fractional shares, the percentage of the to-be outstanding
shares of the New Holding Company issued to Minority Stockholders in exchange
for their Common Stock would be equal to the percentage of the outstanding
shares of Common Stock held by Minority Stockholders immediately prior to the
Conversion Transaction. The total number of shares held by Minority Stockholders
after the Conversion Transaction would also be affected by any purchases by such
persons in the offering that would be conducted as part of the Conversion
Transaction.

FEDERAL SECURITIES LAWS

         Shares of the Company's common stock are registered with the SEC under
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The Company is also subject to the proxy rules, tender offer rules,
insider trading restrictions, annual and periodic reporting, and other
requirements of the Exchange Act.

SARBANES-OXLEY ACT OF 2002

         On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act
of 2002 (the "Sarbanes-Oxley Act"). The Sarbanes-Oxley Act represents a
comprehensive revision of laws affecting corporate governance, accounting
obligations and corporate reporting. The Sarbanes-Oxley Act is applicable to all
companies with equity or debt securities registered under the Securities
Exchange Act of 1934. In particular, the Sarbanes-Oxley Act establishes: (i) new
requirements for audit committees, including independence, expertise, and
responsibilities; (ii) additional responsibilities regarding financial
statements for the Chief Executive Officer and Chief Financial Officer of the
reporting company; (iii) new standards for auditors and regulation of audits;
(iv) increased disclosure and reporting obligations for the reporting company
and their directors and executive officers; and (v) new and increased civil and
criminal penalties for violation of the securities laws. Many of the provisions
became effective immediately while other provisions become effective over a
period of 30 to 270 days and are subject to rulemaking by the Securities and
Exchange Commission. Although the Company anticipates that it will incur
additional expense in complying with the provisions of the Sarbanes-Oxley Act
and the resulting regulations, management does not expect that such compliance
will have a material impact on the Company's results of operations or financial
condition.

REGULATORY ENFORCEMENT AUTHORITY

         Federal law provides federal banking regulators with substantial
enforcement powers. This enforcement authority includes, among other things, the
ability to assess civil money penalties, to issue cease-and-desist or removal
orders, and to initiate injunctive actions against banking organizations and
institution-affiliated parties, as defined. In general, these enforcement
actions may be initiated for violations of laws and regulations and unsafe or
unsound practices. Other actions or inactions may provide the basis for
enforcement action, including misleading or untimely reports filed with
regulatory authorities.

DIVIDENDS

         The Company's ability to pay dividends depends, to a large extent, upon
the Bank's ability to pay dividends to the Company. The Banking Code of the
Commonwealth of Pennsylvania states, in part, that dividends may be declared and
paid by the Bank only out of accumulated net earnings and may not be declared or
paid unless surplus (retained earnings) is at least equal to capital. The Bank
has not declared or paid any dividends which


                                       26
<PAGE>


caused the Bank's retained earnings to be reduced below the amount required.
Finally, dividends may not be declared or paid if the Bank is in default in
payment of any assessment due to the FDIC. At June 30, 2002, the Bank's retained
earnings exceeded required capital by $151.0 million and the Bank was not in
default of any assessment due the FDIC.

         In addition, the Bank is required to notify the OTS prior to paying a
dividend to the Company, and receive the nonobjection of the OTS to any such
dividend.

                           FEDERAL AND STATE TAXATION

         FEDERAL TAXATION. For federal income tax purposes, the Company files a
consolidated federal income tax return with its wholly owned subsidiaries on a
fiscal year basis. The applicable federal income tax expense or benefit is
properly allocated to each subsidiary based upon taxable income or loss
calculated on a separate company basis. The Mutual Holding Company is not
permitted to file a consolidated federal income tax return with the Company, and
must pay Federal income tax on 20% of the dividends received from the Company.
Because the Mutual Holding Company has nominal assets other than the stock of
the Company, it does not have material federal income tax liability other than
the tax due on the dividends received from the Company.

         In April 1992, the FASB issued SFAS 109. The Company currently is
accounting for income taxes in accordance with SFAS 109. The liability method
accounts for deferred income taxes by applying the enacted statutory rates in
effect at the balance sheet date to differences between the book cost and the
tax cost of assets and liabilities. The resulting deferred tax liabilities and
assets are adjusted to reflect changes in tax laws. SFAS 109 was implemented by
the Bank effective July 1, 1993.

         The statute of limitations is open for potential examinations by the
Internal Revenue Service for the tax years ended June 30, 1999 through June 30,
2002.

         STATE TAXATION. The Company is subject to the Corporate Net Income Tax
and the Capital Stock Tax of the Commonwealth of Pennsylvania. Dividends
received from the Bank qualify for a 100% dividends received deduction and are
not subject to Corporate Net Income Tax. In addition, the Company's investments
in its subsidiaries qualify as exempt intangible assets and greatly reduce the
amount of Capital Stock Tax assessed.

         The Bank is subject to the Mutual Thrift Institutions Tax of the
Commonwealth of Pennsylvania based on the Bank's financial net income determined
in accordance with generally accepted accounting principles with certain
adjustments. The tax rate under the Mutual Thrift Institutions Tax is 11.5%.
Interest on state and federal obligations is excluded from net income. An
allocable portion of interest expense incurred to carry the obligations is
disallowed as a deduction.

         The subsidiaries of the Bank are subject to the Corporate Net Income
Tax and the Capital Stock Tax of the Commonwealth of Pennsylvania and other
applicable taxes in the states where they conduct business.

ITEM 2. PROPERTIES

         As of June 30, 2002, the Company conducted its business through its
main office located in Warren, Pennsylvania, 115 other full-service offices
throughout its market area in northwest, southwest and central Pennsylvania, six
offices in southwestern New York, and four offices in eastern Ohio. The Company
and its wholly owned subsidiaries also operated 47 consumer finance offices
located throughout Pennsylvania and two consumer lending office in New York. At
June 30, 2002, the Company's premises and equipment had an aggregate net book
value of approximately $55.4 million.


                                       27
<PAGE>


         Listed below is the location of each of the Company's community banking
offices.

<Table>
<S>                                               <C>
       PENNSYLVANIA                               Emporium, Cameron Co.
                                                     --  2 East Fourth Street
Austin, Potter Co.
   --  21 Turner Street                           Erie (11), Erie Co.
                                                     --  2256 West 8th Street
Bellefonte, Centre Co.                               --  K-Mart Plaza West
   --  117 North Allegheny Street                        2863 West 26th Street
                                                     --  K-Mart Plaza East
Bradford (4), McKean Co.                                 4423 Buffalo Road
   --  Bradford Mall - 1001 E. Main Street           --  Millcreek Mall
   --  33 Main Street                                --  3805 Peach Street
   --  85 West Washington Street                     --  5624 Peach Street
   --  950 E. Main Street                            --  401 State Street
                                                     --  121 West 26th Street
Bridgeville, Allegheny Co.                           --  K-Mart Plaza South
   --  431 Washington Avenue                             1328 East Grandview Blvd.
                                                     --  1945 Douglas Parkway
Butler, Butler Co.                                   --  800 State Street
   --  151 Pittsburgh Road
                                                  Franklin, Venango Co.
Canonsburg, Washington Co.                           --  1301 Liberty Street
   --  148 West Pike Street
                                                  Fredericktown, Washington Co.
Centre Hall, Centre Co.                              --  Front Street
   --  219 North Pennsylvania Avenue
                                                  Galeton, Potter Co.
Clarion (2), Clarion Co.                             --  30 West Street
   --  601 Main Street
   --  97 West Main Street                        Gibsonia, Allegheny Co.
                                                     --  The Village of St. Barnabus
Clearfield, Clearfield Co.                               5850 Meridian Road
   --  1200 Old Town Road
                                                  Greenville, Mercer Co.
Columbia, Lancaster Co.                              --  Walmart, 45 Williamson Road
   --  350 Locust Street
                                                  Grove City, Mercer Co.
Coudersport, Potter Co.                              --  200 S. Center Street
   --  302 N. East Street
                                                  Hanover, York Co.
Corry, Erie Co.                                      --  1 Center Square
   --  150 North Center Street
                                                  Harborcreek, Erie Co.
Cranberry, Venango Co.                               --  4270 East Lake Road
   --  Cranberry Mall
                                                  Hershey, Dauphin Co.
Ebensburg, Cambria Co.                               --  10 West Chocolate Avenue
--        176 Lovell Avenue
                                                  Johnsonburg (2), Elk Co.
Edinboro, Erie Co.                                   --  553 Market Street
   --  Walmart, 108 Washington Towne Blvd            --  Johnsonburg Plaza, Route 219

Elizabethtown, Lancaster Co.
   --  2296 South Market Street
</Table>


                                       28
<PAGE>

<Table>
<S>                                                <C>
Johnstown(2), Cambria Co.                          Mount Joy, Lancaster Co.
   --  225 Franklin Street                            --  24 East Main Street
   --  475 Theatre Drive
                                                   Myerstown, Lebanon Co.
Kane, McKean Co.                                      --  1 West Main Avenue
   --  56 Fraley Street
                                                   New Bethlehem, Clarion Co.
Kittanning (2), Armstrong Co.                         --  301 Broad Street
   --  Franklin Village Mall
   --  165 Butler Road                             New Holland, Lancaster Co.
                                                      --  201 West Main Street
Lake City, Erie Co.
   --  2102 Rice Avenue                            North East, Erie Co.
                                                      --  35 East Main Street
Lancaster(3), Lancaster County
   --  24 West Orange Street                       Oil City (3), Venango Co.
   --  922 Columbia Avenue                            --  One East First Street
   --  1195 Manheim Pike                              --  301 Seneca Street
                                                      --  259 Seneca Street
Lawrenceville, Tioga Co.
   --  53 Main Street                              Palmyra, Lebanon Co.
                                                      --  1048 East Main Street
Lebanon (2), Lebanon Co.
   --  770 Cumberland Street                       Pleasantville, Venango Co.
   --  547 South 10th Street                          --  102 East State Street

Lewistown, Mifflin County                          Pottsville, Schuylkill Co.
   --  51 West Market Street                          --  104 North Centre Street

Lititz, Lancaster Co.                              Ridgway, Elk Co.
   --  744 South Broad Street                         --  Main & Mill Streets

Lock Haven, Clinton Co.                            Rimersburg, Clarion Co.
   --  104 East Main Street                           --  629 Main Street

Loyalsock, Lycoming Co.                            Sarver, Butler Co.
   --  815 Westminster Drive                          --  737 South Pike Road

Mansfield, Tioga Co.                               Schaefferstown, Lebanon Co.
   --  50 South Main Street                           --  Dutch-Way Shopping Mall
                                                          Route 501 North
Marianna, Washington Co.
   --  1784 Main Street                            Sheffield, Warren Co.
                                                      --  101 South Main Street
Marienville, Forest Co.
   --  Walnut & West Spruce Street                 Shinglehouse, Potter Co.
                                                      --  105 West Academy Street
McDonald, Washington Co.
   --  101 East Lincoln Avenue                     Sligo, Clarion Co.
                                                      --  1613 Bald Eagle Street
Meadville (3), Crawford Co.
   --  932 Diamond Park                            Smethport, McKean Co.
   --  1073 Park Avenue                               --  428 Main Street
   --  880 Park Avenue
                                                   Smithfield, Huntingdon Co.
                                                      --  Fairgrounds Road & Pennsylvania Avenue
</Table>


                                       29
<PAGE>

<Table>
<S>                                                <C>
Springboro, Crawford Co.                           Wellsboro (2), Tioga Co.
   --  105 South Main Street                          --  61 Main Street
                                                      --  16 Main Street
St. Marys (2), Elk Co.
   --  39 South St. Marys Street                   Westfield, Tioga Co.
   --  St. Mary's Plaza                               --  100 East Main Street
       824 Million Dollar Highway
                                                   Westmont, Cambria Co.
State College (3), Centre Co.                         --  Lyter and Entrance Drive
   --  201 West Beaver Avenue
   --  611 University Drive                        Wrightsville, York Co.
   --  1524 West College Avenue                       --  120 North 4th Street

Sykesville, Jefferson Co.                          York (3), York Co.
   --  Main and Park Street                           --  Queensgate Shopping Center
                                                          2220 South Queens Street
Tidioute, Warren Co.                                  --  Stonybrook Plaza
   --  5 Buckingham Street                                3649 East Market Street
                                                      --  1700 Roosevelt Avenue
Tionesta, Forest Co.
   --  221 Elm Street                                                       NEW YORK

Titusville, Crawford Co.                           Jamestown (2) Chautauqua Co. NY
   --  Spring & Franklin Street                       --  23 West Third Street
                                                      --  768 Foote Avenue
Union City (2), Erie Co.
   --  22 North Main Street                        Lakewood, Chautauqua Co. NY
   --  4 Perry Street                                 --  311 East Fairmount Avenue

Valencia, Butler Co.                               Mayville, Chautauqua Co. NY
   --  1421 Pittsburgh Road                           --  29 S. Erie Street

Volant, Lawrence Co.                               Olean, Cattaraugus Co. NY
   --  Main Street                                    --  2513 West State Street

Wampum, Lawrence Co.                               Williamsville, Erie Co. NY
   --  342 Main Street                                --  Eastern Hills Mall
                                                          4545 Transit Road
Warren (3), Warren Co.
   --  Warren Mall                                                            OHIO
       1666 Market Street Ext.
   --  125 Ludlow Street                           Chardon, Geauga Co. OH
   --  Liberty Street at Second Avenue                --  325 Center Street

Washington (2), Washington Co.                     Geneva, Ashtabula Co. OH
--        Walmart, 30 Trinity Point Drive             --  30 East Main Street
--        Shop-n-Save, 125 West Beau Street
                                                   Madison, Lake Co. OH
Wattsburg, Erie Co.                                   --  1903 Hubbard Road
   --  14457 Main Street
                                                   Painesville, Lake Co. OH
Weedville, Elk Co.                                    --  70 Richmond Street
   --  Bennetts Valley, Rt. 555
</Table>

                                       30
<PAGE>


ITEM 3. LEGAL PROCEEDINGS

         The Company and its subsidiaries are subject to various legal actions
arising in the normal course of business. In the opinion of management, the
resolution of these legal actions is not expected to have a material adverse
effect on the Company's results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

         During the fourth quarter of the fiscal year covered by this report,
the Company did not submit any matters to the vote of security holders.

PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
                  MARKET FOR COMMON STOCK AND RELATED MATTERS

         The Company's common stock is listed on the Nasdaq National Market
under the symbol "NWSB." As of June 30, 2002, the Company had 19 registered
market makers, 4,174 stockholders of record (excluding the number of persons or
entities holding stock in street name through various brokerage firms), and
47,549,659 shares outstanding. As of such date, the Mutual Holding Company held
35,366,218 shares of common stock and stockholders other than the Mutual Holding
Company held 12,183,441 shares. The following table sets forth market price and
dividend information for the Company's common stock. Information is presented
for each quarter of the previous two fiscal years.

<Table>
<Caption>
FISCAL YEAR ENDED                                             CASH DIVIDENDS
   JUNE 30, 2002               HIGH               LOW            DECLARED
------------------         -------------    -------------     -------------
<S>                        <C>              <C>               <C>

First quarter              $  12.100        $    9.700        $   0.06
Second quarter                11.940             9.700            0.06
Third quarter                 12.800            10.981            0.06
Fourth quarter                14.950            11.800            0.06
</Table>

<Table>
<Caption>
 FISCAL YEAR ENDED                                            CASH DIVIDENDS
   JUNE 30, 2001               HIGH               LOW            DECLARED
------------------         -------------    -------------     --------------
<S>                        <C>              <C>               <C>

First quarter              $   9.000        $    6.500        $   0.04
Second quarter                10.375             6.938            0.04
Third quarter                 13.000             8.000            0.04
Fourth quarter                11.500             8.820            0.04
</Table>

         Payment of dividends on the Common Stock is subject to determination
and declaration by the Board of Directors and will depend upon a number of
factors, including capital requirements, regulatory limitations on the payment
of dividends, the Company's results of operations and financial condition, tax
considerations and general economic conditions. No assurance can be given that
dividends will be declared or, if declared, what the amount of dividends will
be, or whether such dividends, once declared, will continue.

ITEM 6. SELECTED FINANCIAL DATA

SELECTED FINANCIAL AND OTHER DATA

         Set forth below are selected consolidated financial and other data of
the Company. For additional information about the Company, please refer to
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements of the Company and related
notes included elsewhere herein.


                                       31
<PAGE>


<Table>
<Caption>
                                                                                   AT JUNE 30,
                                                    ------------------------------------------------------------------------
                                                        2002            2001          2000            1999          1998
                                                    ------------   ------------   ------------   ------------   ------------
SELECTED CONSOLIDATED FINANCIAL CONDITION DATA:                              (IN THOUSANDS)
<S>                                                 <C>            <C>            <C>            <C>            <C>

Total assets ....................................   $  4,305,535   $  3,852,831   $  3,407,292   $  3,078,832   $  2,562,584
Investment securities held-to-maturity ..........        132,643        129,991         97,590        118,307         83,021
Investment securities available-for-sale ........        174,982         96,645        107,972        121,923        121,192
Mortgage-backed securities held-to-maturity .....        263,860        209,340        140,166        135,557        110,241
Mortgage-backed securities available-for-sale ...        260,741        294,934        280,011        212,700        195,523
Loans receivable net:
   Real estate ..................................      2,309,752      2,200,115      1,990,622      1,835,870      1,449,428
   Consumer .....................................        608,370        568,661        504,966        410,165        348,096
   Commercial ...................................         94,484         87,805         49,042         39,203        109,765
     Total loans receivable, net ................      3,012,606      2,856,581      2,544,630      2,285,238      1,907,289
Deposits ........................................      3,593,122      3,264,940      2,886,509      2,463,711      2,022,503
Advances from FHLB and other borrowed funds .....        259,260        276,212        239,941        348,915        289,706
   Shareholders' equity .........................        316,640        275,713        247,888        233,657        217,879
</Table>

<Table>
<Caption>
                                                                                   YEARS ENDED JUNE 30,
                                                              ----------   ----------   ----------   ----------   ----------
                                                                 2002         2001         2000         1999         1998
                                                              ----------   ----------   ----------   ----------   ----------
<S>                                                           <C>          <C>          <C>          <C>          <C>
SELECTED CONSOLIDATED OPERATING DATA:                                                 (IN THOUSANDS)

Total interest income .....................................   $  274,500   $  269,430   $  239,724   $  206,593   $  175,762
Total interest expense ....................................      147,255      157,322      132,099      114,911       95,203
                                                              ----------   ----------   ----------   ----------   ----------
   Net interest income ....................................      127,245      112,108      107,625       91,682       80,559
Provision for loan losses .................................        6,360        5,347        4,149        3,629        4,072
                                                              ----------   ----------   ----------   ----------   ----------
   Net interest income after provision for loan losses ....      120,885      106,761      103,476       88,053       76,487
                                                              ----------   ----------   ----------   ----------   ----------
Noninterest income ........................................       18,173       15,054       11,271        6,010        7,947
Noninterest expense .......................................       84,524       82,339       73,634       63,110       50,318
                                                              ----------   ----------   ----------   ----------   ----------
Income before income tax expense and cumulative effect
   of accounting change ...................................       54,534       39,476       41,113       30,953       34,116
Income tax expense ........................................       16,600       12,699       13,910       10,914       12,995
Minority interest in net loss of subsidiary ...............           --           --           --            3          201
                                                              ----------   ----------   ----------   ----------   ----------
Income before cumulative effect of accounting change ......       37,934       26,777       27,203       20,042       21,322
Cumulative effect of accounting change ....................        2,237           --           --           --           --
                                                              ----------   ----------   ----------   ----------   ----------
     Net income ...........................................   $   40,171   $   26,777   $   27,203   $   20,042   $   21,322
                                                              ==========   ==========   ==========   ==========   ==========
Basic per share amounts:
   Income before cumulative effect of accounting change ...   $     0.80         0.57         0.58         0.42         0.46
   Cumulative effect of accounting change .................         0.05           --           --           --           --
                                                                                                     ----------   ----------
   Net income .............................................   $     0.85   $     0.57   $     0.58   $     0.42   $     0.46
                                                              ==========   ==========   ==========   ==========   ==========
Diluted per share amounts:
   Income before cumulative effect of accounting change ...   $     0.79   $     0.56   $     0.57   $     0.42   $     0.45
   Cumulative effect of accounting change .................         0.05           --           --           --           --
                                                              ----------   ----------   ----------   ----------   ----------
   Net income .............................................   $     0.84   $     0.56   $     0.57   $     0.42   $     0.45
                                                              ==========   ==========   ==========   ==========   ==========
</Table>

<Table>
<Caption>
                                                                             AT OR FOR THE YEAR ENDED JUNE 30,
                                                       ----------------------------------------------------------------------------
                                                           2002            2001            2000            1999            1998
                                                       ------------    ------------    ------------    ------------    ------------
<S>                                                    <C>             <C>             <C>             <C>             <C>
KEY FINANCIAL RATIOS AND OTHER DATA:

Return on average assets (net income divided
   by average total assets) ........................           0.99%           0.75%           0.83%           0.71%           0.94%
Return on average equity (net income divided by
   average equity) .................................          13.61           10.25           11.39            8.86           10.29
Average capital to average assets ..................           7.24            7.27            7.29            8.01            9.14
Capital to total assets ............................           7.35            7.16            7.28            7.59            8.50
Net interest rate spread (average yield on
   interest-earning assets less average cost of
   interest-bearing liabilities) ...................           3.08            2.97            3.26            3.20            3.34
Net interest margin (net interest income as a
   percentage of average interest-earning assets) ..           3.38            3.35            3.54            3.49            3.72
Noninterest expense to average assets ..............           2.07            2.29            2.25            2.23            2.22
Net interest income to noninterest expense .........          1.51x           1.36x           1.46x           1.45x           1.60x
Nonperforming loans to net loans receivable ........           0.52            0.62            0.40            0.71            0.45
Nonperforming assets to total assets ...............           0.49            0.55            0.36            0.63            0.47
Allowance for loan losses to nonperforming loans ...         139.51          115.06          177.97          104.08          183.10
Allowance for loan losses to net loans receivable ..           0.73            0.71            0.72            0.73            0.83
Average interest-earning assets to average
   interest-bearing liabilities ....................          1.08x           1.08x           1.07x           1.07x           1.09x
Number of:
   Full-service offices ............................            126             118             106              94              71
   Consumer finance offices ........................             49              45              43              36              34
</Table>


                                       32
<PAGE>


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

FORWARD-LOOKING STATEMENTS

         In addition to historical information, this document contains
forward-looking statements. The forward-looking statements contained in the
following sections are subject to certain risks and uncertainties that could
cause actual results to differ materially from those projected in the
forward-looking statements. Important factors that might cause such a difference
include, but are not limited to, those discussed. Readers should not place undue
reliance on these forward-looking statements, as they reflect management's
analysis as of the date of this report. The Company has no obligation to update
or revise these forward-looking statements to reflect events or circumstances
that occur after the date of this report. Readers should carefully review the
risk factors described in other documents the Company files from time to time
with the Securities and Exchange Commission, including quarterly reports on Form
10-Q and current reports filed on Form 8-K.

FINANCIAL CONDITION

         GENERAL. Total assets increased by $452.7 million, or 11.8%, to $4.306
billion at June 30, 2002 from $3.853 billion at June 30, 2001. This increase was
funded primarily by a $328.2 million increase in deposits, the issuance of $99.0
million of trust preferred securities and net income of $40.2 million. Total
assets increased by $445.5 million, or 13.1%, to $3.853 billion at June 30, 2001
from $3.407 billion at June 30, 2000. This increase was funded primarily by a
$378.4 million increase in deposits, a $36.3 million increase in borrowed funds
and net income of $26.8 million. The additional funds received in both fiscal
years 2002 and 2001 were used to increase loans receivable and marketable
securities.

         INTEREST-EARNING DEPOSITS IN OTHER FINANCIAL INSTITUTIONS.
Interest-earning deposits in other financial institutions increased by $108.1
million to $153.1 million at June 30, 2002 from $45.0 million at June 30, 2001.
This increase is due to the Company increasing its liquidity position as part of
its asset and liability management strategy in preparation for possible rising
interest rates. Interest-earning deposits in other financial institutions
increased by $36.5 million to $45.0 million at June 30, 2001 from $8.5 million
at June 30, 2000 as a result of significant deposit activity during the last
several weeks of the fiscal year. The balances in these accounts fluctuate daily
based on the net cash flow from the Company's activities.

         INVESTMENT SECURITIES. Investment securities increased by $81.0
million, or 35.7%, to $307.6 million at June 30, 2002 from $226.6 million at
June 30, 2001. This increase resulted from the investment of funds received from
the growth in deposits as well as the proceeds received from the trust preferred
offerings. Investment securities increased by $21.0 million, or 10.2%, to $226.6
million at June 30, 2001 from $205.6 million at June 30, 2000. This increase was
primarily due to the investment of funds received from both internal deposit
growth and branch acquisitions.

         MORTGAGE-BACKED SECURITIES. Mortgage-backed securities increased by
$20.3 million, or 4.0%, to $524.6 million at June 30, 2002 from $504.3 million
at June 30, 2001. This increase resulted from the investment of funds received
from the growth in deposits as well as the proceeds received from the trust
preferred offerings. Mortgage-backed securities increased by $84.1 million, or
20.0%, to $504.3 million at June 30, 2001 from $420.2 million at June 30, 2000.
This increase was primarily due to the investment of funds received from both
internal deposit growth and branch acquisitions.

         LOANS RECEIVABLE. Net loans receivable increased by $156.0 million, or
5.5%, to $3.013 billion at June 30, 2002 from $2.857 billion at June 30, 2001.
This increase resulted primarily from loan growth across the Company's market
area as well as the purchase of approximately $21.9 million of loans as part of
the acquisition of four retail offices during the current fiscal year. Net loans
receivable increased by $312.0 million, or 12.3%, to $2.857 billion at June 30,
2001 from $2.545 billion at June 30, 2000. This increase also resulted primarily
from strong loan demand throughout the Company's market area as well as the
purchase of approximately $57.2 million of loans as part of the November 2000
purchase of nine retail offices.

         BANK-OWNED LIFE INSURANCE. In June 2002, the Company purchased $50.0
million of insurance on the lives of a certain group of key employees. The
investment returns from such policies will be used to offset the increase in
employee benefit costs such as healthcare. The cash surrender value of these
policies is included in other assets on the


                                       33
<PAGE>


consolidated statements of financial condition and any increases in the cash
surrender value are recorded as other noninterest income on the consolidated
statements of income.

         DEPOSITS. Deposits increased by $328.2 million, or 10.1%, to $3.593
billion at June 30, 2002 from $3.265 billion at June 30, 2001. This increase was
primarily due to deposit growth throughout the Company's market area as well as
the successful integration and strong growth of de novo offices opened during
the year. In addition, the acquisition of four retail offices during the current
fiscal year contributed deposits of approximately $85.0 million. Deposits
increased by $378.4 million, or 13.1%, to $3.265 billion at June 30, 2001 from
$2.887 billion at June 30, 2000. This increase was primarily due to normal
deposit growth in existing offices as well as the successful integration and
growth of recently opened offices. In addition, the acquisition of nine retail
offices in November 2000 contributed deposits of approximately $138.0 million.

         BORROWINGS. Borrowings decreased by $16.9 million, or 6.1%, to $259.3
million at June 30, 2002 from $276.2 million at June 30, 2001, as the Company
utilized a portion of the aforementioned deposit growth to replace retail
repurchase agreements and reduce its borrowings from the Federal Home Loan Bank
of Pittsburgh. Borrowings increased by $36.3 million, or 15.1%, to $276.2
million at June 30, 2001 from $239.9 million at June 30, 2000. This increase
resulted from the Company utilizing its borrowing relationship with the FHLB to
fund asset growth in an effort to increase net interest income.

         TRUST PREFERRED SECURITIES. During the quarter ended December 31, 2001,
the Company issued $99.0 million of Trust Preferred Securities in two separate
offerings through its newly formed and wholly owned Delaware statutory business
trusts, Northwest Capital Trust I and Northwest Bancorp Statutory Trust I. The
first involved the issuance of $69.0 million of 8.75% Cumulative Trust Preferred
Securities through a public offering on November 30, 2001 (liquidation amount
$25 per preferred security). This security trades on the Nasdaq Stock Market
under the symbol NWSBP. The second offering of $30.0 million was sold in a
private transaction to a pooled investment vehicle on December 18, 2001 with a
floating rate of interest equal to the three-month LIBOR plus 3.60%, reset
quarterly. The trust-preferred securities qualify as regulatory Tier 1 capital
and the cash distributions are tax deductible. The Company will use the proceeds
from these issues for general corporate purposes, including capital
contributions to its banking subsidiaries to support their growth strategies.

         SHAREHOLDERS' EQUITY. Shareholders' equity increased by $40.9 million,
or 14.8%, to $316.6 million at June 30, 2002 from $275.7 million at June 30,
2001. This increase was primarily due to net income of $40.2 million which was
partially offset by the declaration of common stock dividends in the amount of
$2.9 million. The remaining net increase was the result of the Company recording
a net unrealized gain in the value of securities available for sale of $3.0
million due to the decrease in short-term market interest rates. Shareholders'
equity increased by $27.8 million, or 11.2%, to $275.7 million at June 30, 2001
from $247.9 million at June 30, 2000. This increase was primarily due to net
income of $26.8 million which was partially offset by the declaration of common
stock dividends in the amount of $7.6 million. The remaining net increase was
the result of the Company recording a net unrealized gain in the value of
securities available for sale of $8.3 million due to the decrease in short-term
market interest rates.

RESULTS OF OPERATIONS

         GENERAL. The earnings of the Company depend primarily on its level of
net interest income, which is the difference between interest earned on the
Company's interest-earning assets, consisting primarily of loans,
mortgage-backed securities and other investment securities, and the interest
paid on interest-bearing liabilities, consisting primarily of deposits, borrowed
funds, and trust-preferred securities. Net interest income is a function of the
Company's interest rate spread, which is the difference between the average
yield earned on interest-earning assets and the average rate paid on
interest-bearing liabilities, as well as a function of the average balance of
interest-earning assets as compared to interest-bearing liabilities. Also
contributing to the Company's earnings is noninterest income which consists
primarily of service charges, fees related to insurance and investment
management and trust services, and gains and losses on sale of assets. Interest
income and noninterest income are offset by a provision for loan losses, general
administrative and other expenses, including employee compensation and benefits,
occupancy and equipment costs, as well as by state and federal income tax
expense.

         For the fiscal year ended June 30, 2002 net income was $40.2 million,
or $.84 per diluted share, and was significantly enhanced by the adoption of
Statement of Financial Accounting Standards No. 141, "Business Combinations."
This pronouncement required that the Company's remaining negative goodwill of
approximately $2.2


                                       34
<PAGE>


million be taken into income as a one-time cumulative change in accounting
principle. Excluding the effects of this one-time item, net income for the
current fiscal year would have been $37.9 million, or $.79 per diluted share, an
increase of $11.1 million, or 41.7%, from $26.8 million, or $.56 per diluted
share, for the prior fiscal year ended June 30, 2001. This increase in net
income resulted primarily from a $15.1 million, or 13.5%, increase in net
interest income and a $3.1 million, or 20.7%, increase in noninterest income
partially offset by an increase in noninterest expense of $2.2 million, or 2.7%,
and an increase in the provision for loan losses of $1.0 million, or 18.9%. Net
income for the fiscal year ended June 30, 2001 was $26.8 million, or $.56 per
diluted share, a decrease of $426,000, or 1.6%, from $27.2 million, or $.57 per
diluted share, for the prior fiscal year ended June 30, 2000. This decrease in
net income resulted from an increase in noninterest expense of $8.7 million, or
11.8%, and an increase in the provision for loan losses of $1.2 million, or
28.9% partially offset by a $4.5 million, or 4.2%, increase in net interest
income and a $3.8 million, or 33.6%, increase in noninterest income.

         INTEREST INCOME. Total interest income increased by $5.8 million, or
2.1%, on a taxable equivalent basis, to $277.8 million for the fiscal year ended
June 30, 2002 from $272.0 million for the fiscal year ended June 30, 2001. This
increase was primarily due to an increase in average interest earning assets of
$434.4 million, or 12.7%, to $3.859 billion from $3.424 billion, which was
partially offset by a decrease in the yield on average interest earning assets
to 7.20% from 7.94%. The increase in average interest earning assets was
primarily due to the continued strong internal growth of the Company's existing
funding sources along with the investment of funds received from acquisitions
and new office openings. The yield on average interest earning assets decreased
as a result of the aforementioned growth occurring during a period of declining
market interest rates and the repricing of variable rate assets at these lower
interest rates. Total interest income increased by $30.0 million, or 12.4%, on a
taxable equivalent basis, to $272.0 million for the fiscal year ended June 30,
2001 from $242.0 million for the fiscal year ended June 30, 2000. This increase
in interest income was primarily attributable to a $320.5 million, or 10.3%,
increase in average interest-earning assets to $3.424 billion from $3.104
billion. Also contributing to this increase in interest income was an increase
in the taxable equivalent yield on average interest-earning assets to 7.94% from
7.80%. The increase in average interest-earning assets was primarily due to
strong internal growth and the investment of funds received from the acquisition
of retail offices with average deposits of approximately $150.0 million. The
increase in the overall yield on interest earning assets resulted primarily from
the aforementioned growth occurring during a period of higher long-term interest
rates which increased the yields on both fixed rate mortgages and long-term
fixed rate investment securities.

         Interest income on loans receivable increased by $5.6 million, or 2.5%,
to $228.3 million for the year ended June 30, 2002 from $222.7 million for the
year ended June 30, 2001. This increase resulted primarily because average loans
outstanding increased by $220.6 million, or 8.1%, to $2.936 billion from $2.715
billion, which was partially offset by a decrease in the average yield on loans
to 7.78% from 8.20%. Average loans outstanding increased because of strong loan
demand throughout the Company's market area as well as the aforementioned
acquisition of four retail offices with loans of approximately $21.9 million.
The decrease in average yield resulted primarily from the repricing of variable
rate loans and the refinancing of fixed rate loans in a declining interest rate
environment along with the growth in the Company's loan portfolio over the past
year at interest rate levels lower than the existing average portfolio rate.
Interest income on loans receivable increased by $26.1 million, or 13.3%, to
$222.7 million for the year ended June 30, 2001 from $196.6 million for the year
ended June 30, 2000. This increase was primarily due to a $278.8 million, or
11.4%, increase in average loans outstanding to $2.715 billion from $2.436
billion. Also contributing to the increase in loan interest income was an
increase in the yield on average loans to 8.20% from 8.07%. Average loans
receivable increased primarily because of strong loan demand throughout the
Company's market area as well as the acquisition of retail offices over the past
twelve months with average loans of approximately $48.0 million. The increase in
average yield resulted primarily from the growth in the Company's loan portfolio
at interest rate levels higher than the existing average portfolio rate.

         Interest income on mortgage-backed securities decreased by $2.7
million, or 9.0%, to $26.5 million for the year ended June 30, 2002 from $29.2
million for the year ended June 30, 2001. This decrease occurred primarily
because of a decrease in the average yield to 5.18% from 6.58% which was
partially offset by an increase in the average balance of $69.0 million, or
15.6%, to $512.0 million from $443.0 million. The average yield on
mortgage-backed securities, approximately 86% of which are variable rate,
decreased in response to the significant reduction in short-term market interest
rates during calendar 2001. The average balance increased primarily as a result
of investing the funds from the aforementioned deposit growth. Interest income
on mortgage-backed securities increased by $2.0 million, or 7.4%, to $29.2
million for the year ended June 30, 2001 from $27.2 million for the year ended
June 30, 2000. This increase was primarily due to an increase in the average
balance of mortgage-backed securities of $28.5 million, or 6.9%, to $443.0
million from $414.5 million, combined with an increase in the average yield to
6.58% from 6.57%.


                                       35
<PAGE>


The average balance increased primarily as a result of investing the funds
received from the aforementioned acquisition of retail offices. The slight
change in the average yield on mortgage-backed securities, 86% of which are
variable rate, reflects the increase in short-term market interest rates during
the first six months of the fiscal year ended June 30, 2001.

         Interest income on investment securities increased by $574,000, or
3.2%, on a taxable equivalent basis, to $18.3 million for the year ended June
30, 2002 from $17.7 million for the year ended June 30, 2001. This increase
resulted primarily because the average balance of investment securities
increased by $42.1 million, or 18.4%, to $270.6 million from $228.5 million,
which was partially offset by a decrease in the taxable equivalent yield to
6.76% from 7.76%. The increase in the average balance of investment securities
was primarily due to the investment of funds generated from the aforementioned
deposit growth. The decrease in the taxable equivalent yield was primarily a
result of purchasing investment securities in a lower yielding rate environment.
Interest income on investment securities increased by $1.8 million, or 11.3%, on
a taxable equivalent basis, to $17.7 million for the year ended June 30, 2001
from $15.9 million for the year ended June 30, 2000. This increase resulted
primarily from an increase in the average taxable equivalent yield to 7.76% from
7.24% combined with a $9.4 million, or 4.3%, increase in the average balance of
investment securities to $228.5 million from $219.1 million. These increases
resulted from the investment of the proceeds received from the aforementioned
acquisition of retail offices and from maturing bonds primarily into higher
yielding municipal bonds and trust preferred securities of other institutions.

         Interest income on interest-earning deposits increased by $2.6 million,
or 298.2%, to $3.5 million for the year ended June 30, 2002 from $877,000 for
the year ended June 30, 2001. This increase occurred primarily because the
average balance of interest-earning deposits increased by $101.4 million to
$117.8 million from $16.4 million, which was partially offset by a decrease in
the average yield to 2.96% from 5.36%. The increase in average balance is
primarily because the proceeds from the $99.0 million of Trust Preferred
Securities issued by the Company are currently invested in overnight federal
funds. The Company has increased its liquidity position as part of its asset and
liability management strategy to be able to take advantage of possible rising
interest rates. The decrease in the average yield is a result of the sharp
decline in short-term market interest rates over the last eighteen months.
Interest income on interest-earning deposits decreased by $3,000, or 0.3%, to
$877,000 for the year ended June 30, 2001 from $880,000 for the year ended June
30, 2000. This decrease resulted primarily from a decrease in the average yield
to 5.36% from 6.54% partially offset by an increase in the average balance of
interest-earning deposits by $2.9 million, or 21.5%, to $16.4 million from $13.5
million. The volatility in the average yield and average balance is largely
influenced by the timing as to when the Company begins to earn interest on its
daily deposits and the float experienced on checks issued.

         INTEREST EXPENSE. Total interest expense decreased by $10.0 million, or
6.4%, to $147.3 million for the fiscal year ended June 30, 2002 from $157.3
million for the year ended June 30, 2001. This decrease was primarily due to a
decrease in the average cost of interest-bearing liabilities to 4.12% from 4.97%
which was partially offset by an increase in the average balance of
interest-bearing liabilities by $411.0 million, or 13.0%, to $3.575 billion from
$3.164 billion. The decrease in the cost of funds resulted from the Company's
deposit accounts and borrowing relationships repricing at much lower rates in
response to the significant decreases in short-term market interest rates during
calendar 2001. Partially offsetting the decrease in short-term interest rates
was the effect of the newly issued Trust Preferred Securities which had a
weighted average cost of 7.81%. The increase in the average balance of
interest-bearing liabilities resulted primarily from an increase of $375.5
million, or 13.0%, in the average balance of deposits, attributed primarily to
the growth of existing offices along with new office openings and acquisitions.
In addition, the Company issued $99.0 million of Trust Preferred Securities in
two separate offerings during the second fiscal quarter which increased average
interest-bearing liabilities outstanding by $56.7 million. Partially offsetting
these increases in average balances was a decrease in average borrowed funds of
$21.3 million, or 7.6%, to $257.3 million from $278.6 million as the Company
replaced retail repurchase agreements and FHLB borrowings with deposits. Total
interest expense increased by $25.2 million, or 19.1%, to $157.3 million for the
year ended June 30, 2001 from $132.1 million for the year ended June 30, 2000.
This increase resulted primarily from an increase in the average balance of
interest-bearing liabilities by $254.9 million, or 8.8%, to $3.164 billion for
the year ended June 30, 2001 from $2.909 billion for the year ended June 30,
2000. In addition, the average cost of interest-bearing liabilities increased to
4.97% from 4.54%. The increase in average interest-bearing liabilities resulted
from an increase of $276.2 million, or 10.6%, in the average balance of
deposits, attributed primarily to the acquisition and opening of new offices
along with the internal growth of existing offices. Partially offsetting this
increase in deposits was a decrease in average borrowed funds of $21.3 million,
or 7.1%, to $278.6 million for the year ended June 30, 2001 from $299.9 million
for the year ended June 30, 2000. The Company utilized a portion of its deposit
growth to repay borrowed funds. The overall increase in the average cost of
funds resulted primarily from increases in the interest rates on term deposits
over the last two years in response to significant increases in short-term
market interest rates during that time period. These deposits had not yet
repriced in


                                       36
<PAGE>


response to recent decreases in short-term market interest rates. In addition,
the average cost of borrowings increased to 5.90% from 5.55% as these fixed-rate
fixed-term borrowings were not affected by the decreases experienced in
short-term market interest rates over the last six months of the Company's
fiscal year ended June 30, 2001.

         NET INTEREST INCOME. Net interest income increased by $15.9 million, or
13.8%, on a taxable equivalent basis, to $130.6 million for the fiscal year
ended June 30, 2002 compared to $114.7 million for the fiscal year ended June
30, 2001. As previously summarized, this increase in net interest income was
attributable to the significant increase in net interest earning assets over the
past twelve months coupled with a favorable increase in the Company's net
interest margin. The Company was also able to improve its net interest rate
spread as the cost of funds on short-term interest bearing liabilities decreased
by more than the yield on interest earning assets in response to lower market
interest rates. Net interest income increased by $4.8 million, or 4.4%, on a
taxable equivalent basis, to $114.7 million for the year ended June 30, 2001
from $109.9 million for the year ended June 30, 2000. This increase in net
interest income was attributable to the significant increase in net interest
earning assets as the Company's interest rate spread decreased to 2.97% from
3.26% in response to higher short-term market interest rates and an inverted
yield curve during the fiscal year ended June 30, 2001.

         PROVISION FOR LOAN LOSSES. The provision for loan losses increased by
$1.0 million, or 18.9%, to $6.4 million for the year ended June 30, 2002 from
$5.3 million for the year ended June 30, 2001. Management analyzes the allowance
for loan losses as described in the section "Allowance for Loan Losses." The
provision that is recorded is sufficient, in management's judgement, to bring
this reserve to a level that reflects the risk inherent in the Company's loan
portfolio relative to loan mix, current economic conditions and historical loss
experience. As part of this analysis, management considered the increase in net
charge-offs of $1.5 million, or 46.1%, to $4.8 million for the year ended June
30, 2002 from $3.3 million for the year ended June 30, 2001. In addition,
management considered the growth in the total loan portfolio for the current
year of approximately $156 million and the increase in classified assets of
approximately $4.7 million, or 13.2%, to $39.9 million for the year ended June
30, 2002 from $35.2 million for the year ended June 30, 2001. The provision for
loan losses increased by $1.2 million, or 29.3%, to $5.3 million for the year
ended June 30, 2001 from $4.1 million for the year ended June 30, 2000. In
recording this provision, management considered the increase in net charge-offs
of $630,000, or 23.4%, to $3.3 million for the year ended June 30, 2001 from
$2.7 million for the year ended June 30, 2000. In addition, management
considered the growth in the total loan portfolio of approximately $312 million
and the increase in nonperforming loans of $7.4 million, or 71.9%, to $17.6
million for the year ended June 30, 2001 from $10.3 million for the year ended
June 30, 2000.

         NONINTEREST INCOME. Noninterest income increased by $3.1 million, or
20.7%, to $18.2 million for the fiscal year ended June 30, 2002 from $15.1
million for the fiscal year ended June 30, 2001. This increase in noninterest
income was primarily related to the increase in service charges and fees
associated with the Company's growth both internally and through acquisitions.
In addition, trust income increased by $1.4 million, or 301.9%, to $1.9 million
for the current fiscal year from $465,000 the prior year as a result of the
acquisition of Heritage Trust Company in April 2001. Other operating income
increased by $678,000, or 56.6%, to $1.9 million for the year ended June 30,
2002 from $1.2 million for the year ended June 30, 2001. This increase is
primarily attributable to an increase in brokerage fee income of approximately
$230,000 and an increase of approximately $144,000 in the cash surrender value
of bank-owned life insurance. Partially offsetting these increases was a
decrease in insurance commission income of $390,000, or 20.4%, to $1.5 million
for the current fiscal year from $1.9 million the prior year. This decrease in
insurance commissions occurred primarily at Northwest Consumer Discount Company
as a result of a decrease in both loan originations and outstandings, which is
typical in the current low interest rate environment. In addition, the Company
incurred a $400,000 loss due to the write-down of two trust-preferred securities
of other financial institutions that it maintains in its "held-to-maturity"
investment portfolio. This write-down to market value of these "non-rated"
securities occurred primarily because of deteriorating financial performance of
the issuers. Noninterest income increased by $3.8 million, or 33.6%, to $15.1
million for the year ended June 30, 2001 from $11.3 million for the year ended
June 30, 2000. Of this increase, approximately $1.8 million was attributable to
increases in fee income relating to the Company's growth in loans and deposits
as well as an increase in overdraft charges. In addition, debit card transaction
income and surcharges for foreign ATM use contributed an increase of
approximately $672,000 while the investment management and trust and brokerage
lines of business added additional income of approximately $560,000 primarily
related to the additional fees generated by Heritage Trust Company which was
acquired in April 2001. Also occurring in the current fiscal year was the sale
of approximately $61.0 million of long-term fixed-rate mortgage loans from the
wholesale lending business for a net gain of $478,000. These higher fixed coupon
loans were sold in response to the decrease in market interest rates which
typically results in an acceleration of prepayments.


                                       37
<PAGE>


         NONINTEREST EXPENSE. Noninterest expense increased by $2.2 million, or
2.7%, to $84.5 million for the fiscal year ended June 30, 2002 from $82.3
million for the fiscal year ended June 30, 2001. All major expense categories,
except the amortization expense of intangible assets, experienced an increase in
the current year. Compensation and employee benefit expense increased by $4.6
million, or 10.6%, to $48.2 million; premises and occupancy costs increased by
$1.3 million, or 12.3%, to $11.9 million; processing expenses, which includes
data processing, check processing and ATM processing, increased by $666,000, or
10.3%, to $7.1 million; and other operating expenses increased by $1.5 million,
or 16.9%, to $10.2 million. These increases were primarily a result of the
significant growth of the Company including the growth of its retail network of
offices, the expansion of its investment management, trust and brokerage
services as well as the addition of new products and services. The amortization
of goodwill was eliminated because the Company adopted the provisions of SFAS
142 "Goodwill and Other Intangible Assets", on July 1, 2001. Adoption of this
pronouncement eliminated approximately $8.5 million of goodwill amortization in
the current year. Noninterest expense increased by $8.7 million, or 11.8%, to
$82.3 million for the year ended June 30, 2001 from $73.6 million for the year
ended June 30, 2000. This increase resulted primarily from a $5.6 million, or
14.7%, increase in compensation and employee benefit expense to $43.6 million
for the year ended June 30, 2001 from $38.0 million for the year ended June 30,
2000. This increase in compensation and employee benefit expense resulted from
the growth of the Company's network of community banking and consumer finance
offices, along with the expansion of its investment management, trust and
brokerage lines of business. Occupancy costs as well as data processing and
check processing expenses also increased by $1.5 million, or 16.5%, $331,000, or
12.4%, and $187,000, or 5.7%, respectively, as a result of the aforementioned
increases in the Company's network of offices. In addition, the expense for the
amortization of intangibles increased by $1.6 million, or 27.6%, to $7.4 million
for the year ended June 30, 2001 from $5.8 million for the year ended June 30,
2000. This was primarily a result of the additional intangible recorded for the
acquisition of nine retail offices in November of 2000. Partially offsetting
these increases in expense was a decrease in the deposit insurance expense of
$313,000, or 35.0%, as a result of the last of a series of scheduled decreases
in the FICO debt assessment rate. This rate was reduced on January 1, 2000 to
$.21 from $.58 for every $1,000 in deposits.

         INCOME TAXES. Income tax expense increased by $3.9 million, or 30.7%,
to $16.6 million for the year ended June 30, 2002 from $12.7 million for the
year ended June 30, 2001. This increase was primarily due to an increase in net
income before tax which was partially offset by a decrease in the effective tax
rate to 30.4% for the year ended June 30, 2002 from 32.2% for the year ended
June 30, 2001. This decrease in effective tax rate was primarily due to an
increase in the Company's portfolio of tax-exempt assets as well as the
incorporation of a Delaware investment company which decreased state income tax
expense. Income tax expense decreased by $1.2 million, or 8.6%, to $12.7 million
for the year ended June 30, 2001 from $13.9 million for the year ended June 30,
2000. This decrease was primarily due to a decrease in net income before tax as
well as a decrease in the effective tax rate to 32.2% for the year ended June
30, 2001 from 33.8% for the year ended June 30, 2000. The decrease in the
effective tax rate was due to an increase in the Company's portfolio of
tax-exempt assets.


                                       38
<PAGE>


         AVERAGE BALANCE SHEET. 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 derived from monthly averages.

<Table>
<Caption>
                                                                      YEARS ENDED JUNE 30
                                                             2002                                  2001
                                             -----------------------------------  -------------------------------------
                                                                        AVERAGE                                AVERAGE
                                              AVERAGE                    YIELD/     AVERAGE                     YIELD/
                                              BALANCE       INTEREST      COST      BALANCE       INTEREST      COST
                                             ----------    ----------   --------  ------------   ----------    -------
<S>                                         <C>           <C>           <C>       <C>            <C>           <C>

                                                                      (DOLLARS IN THOUSANDS)

Interest-earning assets:
  Loans receivable (1)(2) ................   $2,935,629    $  228,333      7.78%  $  2,715,012   $  222,740      8.20%
  Mortgage-backed securities (3) .........      511,965        26,531      5.18        442,985       29,161      6.58
  Investment securities(3)(4)(5) .........      270,647        18,307      6.76        228,503       17,733      7.76
  FHLB stock .............................       22,773         1,151      5.05         21,521        1,506      7.00
  Interest-earning deposits ..............      117,795         3,492      2.96         16,361          877      5.36
                                             ----------    ----------             ------------   ----------
  Total interest-earning assets ..........    3,858,809       277,814      7.20      3,424,382      272,017      7.94
Noninterest-earning assets(6) ............      218,104                                169,737
                                             ----------                           ------------
   Total assets ..........................   $4,076,913                           $  3,594,119
                                             ==========                           ============

Interest-bearing liabilities:
  Savings accounts .......................   $  564,448        15,473      2.74     $  425,583       13,501      3.17
  NOW accounts ...........................      393,616         4,747      1.21        351,883        4,612      1.31
  Money market demand accounts ...........      314,455         9,019      2.87        187,823        6,929      3.69
  Certificate accounts ...................    1,988,489        99,765      5.02      1,920,171      115,839      6.03
  Borrowed funds(7) ......................      257,276        13,821      5.37        278,558       16,441      5.90
  Guaranteed preferred beneficial
   interests in the Company's junior
   subordinated debentures ...............       56,736         4,430      7.81             --           --        --
                                             ----------    ----------               ----------   ----------   -------
  Total interest-bearing liabilities .....    3,575,020       147,255      4.12      3,164,018      157,322      4.97
Noninterest-bearing liabilities ..........      206,629                                168,925
  Total liabilities ......................    3,781,649                              3,332,943
Shareholders' equity .....................      295,264                                261,176
                                             ----------                             ----------
  Total liabilities and equity.              $4,076,913                             $3,594,119
                                             ==========                             ==========
Net interest income ......................                 $  130,559                            $  114,695
                                                           ==========                            ==========
Net interest rate spread(8) ..............                                 3.08%                                 2.97%
                                                                         ======                               =======
Net interest-earning assets ..............   $  283,789                             $  260,364
                                             ==========                             ==========
Net interest margin(9) ...................                                 3.38%                                 3.35%
                                                                         ======                               =======
Ratio of average interest-earning
  assets to average interest-bearing
  liabilities ............................         1.08x                                  1.08x
                                             ==========                             ==========

<Caption>

                                                    YEARS ENDED JUNE 30
                                                            2000
                                             ---------------------------------
                                                                       AVERAGE
                                              AVERAGE                   YIELD/
                                              BALANCE     INTEREST      COST
                                             ----------   ----------   -------
                                                    (DOLLARS IN THOUSANDS)
<S>                                          <C>          <C>          <C>



Interest-earning assets:
  Loans receivable (1)(2) ................   $2,436,260   $  196,596      8.07%
  Mortgage-backed securities (3) .........      414,548       27,236      6.57
  Investment securities(3)(4)(5) .........      219,073       15,861      7.24
  FHLB stock .............................       20,578        1,420      6.90
  Interest-earning deposits ..............       13,450          880      6.54
                                             ----------   ----------
  Total interest-earning assets ..........    3,103,909      241,993      7.80
Noninterest-earning assets(6) ............      171,675
                                             ----------
   Total assets ..........................   $3,275,584
                                             ==========

Interest-bearing liabilities:
  Savings accounts .......................   $  418,871       13,650      3.26
  NOW accounts ...........................      335,775        4,559      1.36
  Money market demand accounts ...........      185,261        6,855      3.70
  Certificate accounts ...................    1,669,375       90,386      5.41
  Borrowed funds(7) ......................      299,857       16,649      5.55
  Guaranteed preferred beneficial
   interests in the Company's junior
   subordinated debentures ...............           --           --        --
                                             ----------   ----------   -------
  Total interest-bearing liabilities .....    2,909,139      132,099      4.54
Noninterest-bearing liabilities ..........      127,596
  Total liabilities ......................    3,036,735
Shareholders' equity .....................      238,849
                                             ----------
  Total liabilities and equity.              $3,275,584
                                             ==========
Net interest income ......................                $  109,894
                                                          ==========
Net interest rate spread(8) ..............                                3.26%
                                                                       =======
Net interest-earning assets ..............   $  194,770
                                             ==========
Net interest margin(9) ...................                                3.54%
                                                                       =======
Ratio of average interest-earning
  assets to average interest-bearing
  liabilities ............................         1.07x
                                             ==========
</Table>

----------

(1)  Average gross loans receivable includes loans held as available-for-sale
     and loans placed on nonaccrual status.

(2)  Interest income includes accretion/amortization of deferred loan
     fees/expenses.


(3)  Average balances do not include the effect of unrealized gains or losses on
     securities held as available-for-sale.

(4)  Interest income on tax-free investment securities is presented on a taxable
     equivalent basis.

(5)  Average balances include FNMA and FHLMC stock.

(6)  Average balances include the effect of unrealized gains or losses on
     securities held as available-for-sale.

(7)  Average balances include FHLB advances, securities sold under agreements to
     repurchase and other borrowings.

(8)  Net interest rate spread represents the difference between the average
     yield on interest-earning assets and the average cost of interest-bearing
     liabilities.

(9)  Net interest margin represents net interest income as a percentage of
     average interest-earning assets.

         RATE/VOLUME ANALYSIS. Net interest income can also be analyzed in terms
of the impact of changes in interest rates on interest-earning assets and
interest-bearing liabilities and changes in the volume or amount of these assets
and liabilities. The following table represents the extent to which changes in
interest rates and changes in the volume of interest-earning assets and
interest-bearing liabilities have affected the Company's interest income and
interest expense during the periods indicated. Information is provided in each
category with respect to (i) changes attributable to changes in volume (change
in volume multiplied by prior rate), (ii) changes attributable to changes in
rate (changes in rate multiplied by prior volume), (iii) changes in rate-volume
(changes in rate multiplied by changes in volume), and (iv) the net change.


                                       39


<PAGE>

<Table>
<Caption>
                                                                     YEARS ENDED JUNE 30,
                                       ------------------------------------------------------------------------------------------
                                                    2002 VS. 2001                                 2001 VS. 2000
                                       -----------------------------------------------   ----------------------------------------
                                              INCREASE/(DECREASE)                            INCREASE/(DECREASE)
                                                   DUE TO                                          DUE TO
                                       -------------------------------        TOTAL      ----------------------------      TOTAL
                                                               RATE/         INCREASE                          RATE/      INCREASE
                                          RATE     VOLUME     VOLUME        (DECREASE)     RATE    VOLUME     VOLUME     (DECREASE)
                                       ---------   -------   ---------      ----------   -------  ---------   -------    ----------
<S>                                    <C>         <C>       <C>            <C>          <C>      <C>         <C>        <C>
Interest-earning assets:                                                (IN THOUSANDS)
 Loans receivable ..................   $ (11,566)  $18,099   $    (940)     $    5,593   $ 3,275  $  22,494    $  375     $  26,144
 Mortgage-backed securities ........      (6,205)    4,541        (966)         (2,630)       53      1,868         4         1,925
 Investment securities .............      (2,277)    3,271        (420)            574     1,140        683        49         1,872
 FHLB stock ........................        (418)       88         (25)           (355)       20         65         1            86
 Interest-earning deposits .........        (392)    5,437      (2,430)          2,615      (159)       190       (34)           (3)
                                       ---------   -------   ---------      ----------   -------  ---------   -------    ----------
   Total interest-earning assets ...     (20,858)   31,436      (4,781)          5,797     4,329     25,300       395        30,024

Interest-bearing liabilities:
 Savings accounts ..................      (1,835)    4,405        (598)          1,972      (362)       219        (6)         (149)
 NOW accounts ......................        (367)      547         (44)            136      (159)       219        (8)           52
 Money market demand accounts ......      (1,542)    4,672      (1,040)          2,090       (21)        95        --            74
 Certificate accounts ..............     (19,502)    4,121        (694)        (16,075)   10,324     13,579      1,551       25,454
 Borrowed funds ....................      (1,477)   (1,256)        113          (2,620)    1,050     (1,183)      (75)         (208)
 Guaranteed preferred beneficial
   interests in the Company's junior
   subordinated debentures .........          --        --       4,430           4,430        --         --        --            --
                                       ---------   -------   ---------      ----------   -------  ---------   -------    ----------
 Total interest-bearing liabilities      (24,723)   12,489       2,167         (10,067)   10,832     12,929     1,462        25,223

   Net change in net interest income    $  3,865   $18,947    $ (6,948)     $   15,864   $(6,503)  $ 12,371   $(1,067)   $    4,801
                                       =========   =======   =========      ==========   =======   ========   =======    ==========

</Table>


         REGULATORY CAPITAL REQUIREMENTS. The FDIC's capital regulations
establish a minimum 3.0% Tier I leverage capital requirement for the most
highly-rated state-chartered, non-member banks, with an additional cushion of at
least 100 to 200 basis points for all other state-chartered, non-member banks,
which effectively will increase the minimum Tier I leverage ratio for such other
banks to 4.0% to 5.0% or more. Under the FDIC's regulation, highest-rated banks
are those that the FDIC determines are not anticipating or experiencing
significant growth and have well diversified risk, including no undue interest
rate risk exposure, excellent asset quality, high liquidity, good earnings and,
in general, which are considered a strong banking organization, rated composite
1 under the Uniform Financial Institutions Rating System. Leverage or core
capital is defined as the sum of common stockholders' equity (including retained
earnings), noncumulative perpetual preferred stock and related surplus, and
minority interests in consolidated subsidiaries, minus all intangible assets
other than certain qualifying supervisory goodwill, and certain purchased
mortgage servicing rights and purchased credit card relationships.

         The FDIC also requires that savings banks meet a risk-based capital
standard. The risk-based capital standard for savings banks requires the
maintenance of total capital which is defined as Tier I capital and
supplementary (Tier 2 capital) to risk weighted assets of 8%. In determining the
amount of risk-weighted assets, all assets, plus certain off balance sheet
assets, are multiplied by a risk-weight of 0% to 100%, based on the risks the
FDIC believes are inherent in the type of asset or item.

         The components of Tier I capital are equivalent to those discussed
above under the 3% leverage standard. The components of supplementary (Tier 2)
capital include certain perpetual preferred stock, certain mandatory convertible
securities, certain subordinated debt and intermediate preferred stock and
general allowances for loan and lease losses. Allowance for loan and lease
losses includable in supplementary capital is limited to a maximum of 1.25% of
risk-weighted assets. Overall, the amount of capital counted toward
supplementary capital cannot exceed 100% of core capital. At June 30, 2002, the
Company's banking subsidiaries each exceeded its capital requirements.

         A bank which has less than the minimum leverage capital requirement
shall, within 60 days of the date as of which it fails to comply with such
requirement, submit to its FDIC regional director for review and approval a
reasonable plan describing the means and timing by which the bank shall achieve
its minimum leverage capital requirement. A bank which fails to file such plan
with the FDIC is deemed to be operating in an unsafe and unsound manner, and
could be subject to a cease-and-desist order from the FDIC. The FDIC's
regulation also provides that any insured depository institution with a ratio of
Tier I capital to total assets that is less than 2.0% is deemed to be operating
in an unsafe or unsound condition pursuant to Section 8(a) of the FDIA and is
subject to potential termination of deposit insurance. However, such an
institution will not be subject to an enforcement proceeding thereunder solely
on account of its capital ratios if it has entered into and is in compliance
with a written agreement with the FDIC to increase its Tier



                                       40

<PAGE>

I leverage capital ratio to such level as the FDIC deems appropriate and to take
such other action as may be necessary for the institution to be operated in a
safe and sound manner. The FDIC capital regulation also provides, among other
things, for the issuance by the FDIC or its designee(s) of a capital directive,
which is a final order issued to a bank that fails to maintain minimum capital
to restore its capital to the minimum leverage capital requirement within a
specified time period. Such directive is enforceable in the same manner as a
final cease-and-desist order.

         The following table summarizes the actual and minimum regulatory
capital requirements of the Bank and Jamestown at June 30, 2002 and June 30,
2001.

<Table>
<Caption>
                                                                                   JUNE 30, 2002
                                                       -----------------------------------------------------------------------
                                                                                    MINIMUM CAPITAL          WELL CAPITALIZED
                                                              ACTUAL                  REQUIREMENTS              REQUIREMENTS
                                                       ----------------------    ---------------------    --------------------
                                                         AMOUNT        RATIO      AMOUNT       RATIO       AMOUNT       RATIO
                                                       ---------     --------    ---------    --------    ---------    -------
<S>                                                    <C>           <C>         <C>          <C>         <C>          <C>
Total capital (to risk weighted assets):
   Northwest Savings Bank ..........................   $ 273,707        12.38%   $ 176,932        8.00%   $ 221,165      10.00%
   Jamestown Savings Bank ..........................      14,727        11.04       10,673        8.00       13,341      10.00

Tier I capital (to risk weighted assets):
   Northwest Savings Bank ..........................   $ 251,079        11.35%   $  88,466        4.00%   $ 132,699       6.00%
   Jamestown Savings Bank ..........................      13,765        10.32        5,336        4.00        8,004       6.00

Tier I capital (leverage) (to average assets):
   Northwest Savings Bank ..........................   $ 251,079         6.40%   $ 117,617        3.00%*  $ 196,029       5.00%
   Jamestown Savings Bank ..........................      13,765         5.87        7,035        3.00*      11,725       5.00


<Caption>
                                                                                   JUNE 30, 2001
                                                   -------------------------------------------------------------------------------
                                                                                 MINIMUM CAPITAL              WELL CAPITALIZED
                                                          ACTUAL                  REQUIREMENTS                  REQUIREMENTS
                                                   -----------------------    -------------------------    -----------------------
                                                     AMOUNT        RATIO        AMOUNT           RATIO       AMOUNT        RATIO
                                                   ----------     --------    ----------        -------    ----------     --------
                                                                             (DOLLARS IN THOUSANDS)
<S>                                                <C>            <C>         <C>               <C>        <C>            <C>
Total capital (to risk weighted assets):
   Northwest Savings Bank ......................   $  214,670        10.39%   $  165,364           8.00%   $  206,705        10.00%
   Jamestown Savings Bank ......................        8,232        10.72         6,142           8.00         7,678        10.00

Tier I capital (to risk weighted assets):
   Northwest Savings Bank ......................   $  193,570         9.36%   $   82,682           4.00%   $  124,023         6.00%
   Jamestown Savings Bank ......................        7,596         9.89         3,071           4.00         4,607         6.00

Tier I capital (leverage)(to average assets):
   Northwest Savings Bank ......................   $  193,570         5.33%   $  108,916           3.00%*  $  181,526         5.00%
   Jamestown Savings Bank ......................        7,596         5.96         3,821           3.00 *       6,368         5.00
</Table>

----------

X        The FDIC has indicated that the most highly rated institutions which
         meet certain criteria will be required to maintain a ratio of 3%, and
         all other institutions will be required to maintain an additional
         capital cushion of 100 to 200 basis points. As of June 30, 2002, the
         Company had not been advised of any additional requirements in this
         regard.

         The Bank is also subject to Pennsylvania Department of Banking
("Department") capital guidelines. Although not adopted in regulation form, the
Department utilizes capital standards of 6% leverage capital and 10% risk-based
capital. The components of leverage and risk-based capital are substantially the
same as those defined by the FDIC.

         LIQUIDITY AND CAPITAL RESOURCES. The Bank and Jamestown are required to
maintain a sufficient level of liquid assets, as determined by management and
defined and reviewed for adequacy by the FDIC during their regular examinations.
The FDIC, however, does not prescribe by regulation a minimum amount or
percentage of liquid assets. The FDIC allows any marketable security, whose sale
would not impair the capital adequacy of the Company, to be eligible for
liquidity. Liquidity is quantified through the use of a standard liquidity ratio
of liquid assets to short-term borrowings plus deposits. Using this formula, the
Bank's and Jamestown's liquidity ratios were 22.2% and 53.5%, respectively, as
of June 30, 2002. The Bank and Jamestown adjust their liquidity levels in order
to meet funding needs of deposit outflows, repayment of borrowings and loan
commitments. The Company also adjusts liquidity as appropriate to meet its asset
and liability management objectives.

         In addition to deposits, the Company's primary sources of funds are the
amortization and repayment of loans and mortgage-backed securities, maturities
of investment securities and other short-term investments, and earnings and
funds provided from operations. While scheduled principal repayments on loans
and mortgage-backed securities are a relatively predictable source of funds,
deposit flows and loan prepayments are greatly influenced by general interest
rate




                                       41
<PAGE>

levels, economic conditions, and competition. The Company manages the pricing of
its deposits to maintain a desired deposit balance. In addition, the Company
invests excess funds in short-term interest-earning and other assets, which
provide liquidity to meet lending requirements. Short-term interest-earning
deposits with the FHLB of Pittsburgh amounted to $153.1 million at June 30,
2002. Other assets qualifying for liquidity outstanding at June 30, 2002,
amounted to $812.5 million. For additional information about cash flows from the
Company's operating, financing, and investing activities, see Statements of Cash
Flows included in the Consolidated Financial Statements.

         A major portion of the Company's liquidity consists of cash and cash
equivalents, which are a product of its operating, investing, and financing
activities. The primary sources of cash were net income, principal repayments on
loans and mortgage-backed securities, and increases in deposit accounts.

         Liquidity management is both a daily and long-term function of business
management. If the Company requires funds beyond its ability to generate them
internally, borrowing agreements exist with the FHLB which provide an additional
source of funds. At June 30, 2002, the Company had $235.5 million in advances
from the FHLB. The Company borrows from the FHLB to reduce interest rate risk
and to provide liquidity when necessary.

         At June 30, 2002, the Company's customers had $116.6 million of unused
lines of credit available and $74.6 million in loan commitments. This amount
does not include the unfunded portion of loans in process. Certificates of
deposit scheduled to mature in less than one year at June 30, 2002, totaled
$1.047 billion. Based on prior experience, management believes that a
significant portion of such deposits will remain with the Company.

         The major sources of the Company's cash flows are the areas of loans,
marketable securities, deposits and borrowed funds.

         Deposits are the Company's primary source of externally generated
funds. The level of deposit inflows during any given period is heavily
influenced by factors outside of management's control, such as the general level
of short-term and long-term interest rates in the economy, as well as higher
alternative yields that investors may obtain on competing investments such as
money market mutual funds. Financial institutions, such as the Company, are also
subject to deposit outflows. The Company's net deposits excluding interest
credits and acquisitions, increased by $138.8 million, $133.8 million and $61.5
for the fiscal years ended June 30, 2002, 2001 and 2000, respectively.

         Similarly, the amount of principal repayments on loans and the amount
of new loan originations is heavily influenced by the general level of interest
rates in the economy. Funds received from principal payments on loans for the
fiscal years ended in June 30, 2002, 2001 and 2000 were $697.4 million, $450.1
million and $408.8 million, respectively. Loan originations for the years ended
June 30, 2002, 2001 and 2000 were $974.4 million, $776.0 million and $629.1
million, respectively. The Company also sells a portion of the loans it
originates and the cash flows from such sales for the fiscal years ended June
30, 2002, 2001 and 2000 were $132.5 million, $61.4 million and $1.1 million,
respectively.

         The Company also experiences significant cash flows from its portfolio
of marketable securities as principal payments are received on mortgage-backed
securities and as investment securities mature. During recent years, the Company
has utilized cash to increase its portfolio of marketable securities. Cash flow
from the repayment of principal and the maturity of marketable securities for
the fiscal years ended June 30, 2002, 2001 and 2000 were $193.1 million, $78.0
million and $44.4 million, respectively. During the fiscal years ended June 30,
2002, 2001 and 2000, the company utilized cash to purchase marketable securities
in the amount of $338.4 million, $183.9 million and $122.4 million,
respectively.

         The Company utilizes borrowings as a source of liquidity, when
necessary, and as a source of funds for long term investment when market
conditions permit. The net cash flow from the receipt and repayment of
borrowings was a net decrease of $17.0 million for the fiscal year ended June
30, 2002, a net increase of $36.3 million for the fiscal year ended June 30,
2001 and a net decrease of $109.0 million for the fiscal year ended June 30,
2000. In addition, during the current fiscal year the Company issued trust
preferred securities in two separate offerings raising $99.0 million in cash to
be used for general corporate purposes, including capital contributions to its
banking subsidiaries to support their growth strategies.

         Other activity with respect to cash flow was the payment of cash
dividends on common stock in the amount of $2.9 million, $7.6 million and $7.6
million for the fiscal years ended June 30 2002, 2001 and 2000, respectively.
The

                                       42
<PAGE>

current fiscal year ended June 30, 2002 was the first year in which
Northwest Bancorp, MHC waived its right to receive cash dividends from the
Company. Dividends paid to Northwest Bancorp, MHC during the fiscal years ended
June 30, 2002, 2001 and 2000 were $0, $5,640,000 and $5,533,000, respectively.

         IMPACT OF INFLATION AND CHANGING PRICES. The Consolidated Financial
Statements of the Company and notes thereto, presented elsewhere herein, have
been prepared in accordance with generally accepted accounting principles, which
require the measurement of financial position and operating results in terms of
historical dollars without considering the change in the relative purchasing
power of money over time and due to inflation. The impact of inflation is
reflected in the increased cost of the Company's operations. Unlike most
industrial companies, nearly all the assets and liabilities of the Company are
monetary. As a result, interest rates have a greater impact on the Company's
performance than do the effects of general levels of inflation. Interest rates
do not necessarily move in the same direction or to the same extent as the price
of goods and services.

IMPACT OF NEW ACCOUNTING STANDARDS

         On July 1, 2001, the Company adopted Statement of Financial Accounting
Standards No. 141 "Business Combinations"("SFAS 141"). SFAS 141 addresses
financial accounting and reporting for business combinations and supersedes APB
Opinion No. 16, "Business Combinations", and FASB Statement No. 38, "Accounting
for Preacquisition Contingencies of Purchased Enterprises". This statement
effectively eliminates the use of the pooling method of accounting for business
combinations and states that all business combinations in the scope of this
statement are to be accounted for using only the purchase method. The provisions
of this statement apply to all business combinations initiated after June 30,
2001 and to all business combinations accounted for using the purchase method
for which the date of acquisition is July 1, 2001, or later. Because the Company
has generally used purchase accounting for its business combinations, this
statement has not materially changed its ongoing operations.

         Also on July 1, 2001, and concurrently with SFAS 141, the company
adopted SFAS 142 "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 142
addresses financial accounting and reporting for acquired goodwill and other
intangible assets and supersedes APB Opinion No. 17, "Intangible Assets". This
statement also addresses how goodwill and other intangible assets should be
accounted for after they have been initially recognized in the financial
statements. This statement, among other things, eliminates the regularly
scheduled amortization of goodwill and replaces this method with a two-step
process for testing the impairment of goodwill on at least an annual basis. This
approach could cause more volatility in the Company's reported net income
because impairment losses, if any, could occur irregularly and in varying
amounts. Immediately upon adoption, and as required by SFAS 141 and SFAS 142,
existing negative goodwill as $2.2 million was recorded in income as a
cumulative effect of a change in accounting principle and the Company stopped
amortizing the remaining goodwill of $65.5 million. In addition, the Company
performed its initial impairment analysis of goodwill and other intangible
assets noting that the estimated fair value exceeded the carrying amount.

         SFAS 142 did not change the accounting prescribed in FASB Statement No.
72, "Accounting for Certain Acquisitions of Banking or Thrift Institutions"
(paragraphs 4-7). The FASB affirmed in an Action Alert "that paragraph 5 of FASB
Statement No. 72, Accounting for Certain Acquisitions of Banking or Thrift
Institutions, applies to all acquisitions of financial institutions (or branches
thereof) whether 'troubled' or not, in which the fair value of liabilities
assumed exceeds the fair value of tangible and intangible assets acquired." At
the time this report was originally filed (September 30, 2002), the Company
noted that the FASB had decided to undertake a limited-scope project to
reconsider part of the guidance, specifically paragraphs 5 and 6, of Statement
No. 72. The result of that limited-scope project was the issuance of SFAS No.
147, "Acquisitions of Certain Financial Institutions - an amendment of FASB
Statements No. 72 and 144 and FASB Interpretation No. 9" ("SFAS 147"). See
further discussion of SFAS 147 on following page.

         On July 5, 2001, the FASB released SFAS No. 143, "Accounting for Asset
Retirement Obligations" (SFAS 143). This statement addresses financial
accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated retirement costs. This statement
is effective for fiscal years beginning after June 15, 2002, with earlier
application encouraged. The impact of adopting this statement is not expected to
have a material effect on the financial statements of the Company.

         On October 3, 2001, the FASB released SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" (SFAS 144). This statement replaces
Statement No. 121, "Accounting for the Impairment of Long-Lived Assets to Be
Disposed Of" and replaces the provisions of APB Opinion No. 30, "Reporting
Results of Operations-



                                       43
<PAGE>

Reporting the Effects of Disposal of a Segment of a Business." The provisions of
SFAS 144 are effective for financial statements issued for fiscal years
beginning after December 15, 2001 and, generally, are to be applied
prospectively. Early application is encouraged. The Company will be using this
statement to recognize and measure the impairment, if any, of its intangible
assets that are subject to amortization and does not anticipate a material
change from the methods currently used under SFAS No. 121.

         On April 30, 2002, the FASB released SFAS No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This statement updates, clarifies and simplifies existing
accounting pronouncements. The provisions of this statement are effective for
fiscal years beginning after May 15, 2002. The impact of adopting this statement
is not expected to have a material effect on the financial statements of the
Company.

         On July 30, 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." The standard requires companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of commitment to an exit or disposal plan. The
new requirements are effective prospectively for exit or disposal activities
after December 31, 2002. Earlier adoption is encouraged. A company may not
restate its previously issued financials. The new statement grandfathers the
accounting for liabilities that a company had previously recorded under EITF
Issue 94-3. The impact of adopting this statement is not expected to have a
material effect on the financial statements of the Company.

         On October 1, 2002, the FASB issued SFAS 147. The standard clarifies
that a branch acquisition that meets the definition of a business should be
accounted for as a business combination, otherwise the transaction should be
accounted for as an acquisition of net assets that does not result in the
recognition of goodwill. The effect of the new standard is to remove a branch
acquisition that meets the definition of a business from the scope of SFAS 72
and includes it within the scope of SFAS 141. Upon adoption, intangible assets
arising from branch acquisitions that meet the definition of a business
combination shall be reclassified to goodwill as of the later of the date of
acquisition or the date SFAS 142 was applied in its entirety. The reclassified
goodwill shall be accounted for and reported prospectively as goodwill under
SFAS 142. In addition, because the Company adopted SFAS 142 prior to October 1,
2002, all previously issued interim and annual financial statements that reflect
amortization of the reclassified goodwill shall be restated to remove that
amortization expense. As a result of adopting SFAS 147, the Company reclassified
approximately $60.0 million of unidentifiable intangible assets to goodwill as
of June 30, 2002 (such amount was $54.0 million as of July 1, 2001). The effect
adopting SFAS 147 also increased net income for the year ended June 30, 2002 by
$4.3 million.

SUBSEQUENT BUSINESS ACQUISITIONS

         In September 2002, the Company completed its previously announced
acquisition of Prestige Bancorp, Inc., and its subsidiary Prestige Bank, a
Federal Savings Bank. Prestige Bank had four offices in the South Hills area of
Pittsburgh, Pennsylvania and assets of approximately $190 million, deposits of
approximately $122 million and shareholders' equity of approximately $11.7
million. Under terms of the agreement, shareholders received $13.75 in cash for
each share of Prestige Bancorp, resulting in a cash payment of approximately
$14.7 million and intangible assets of approximately $5.0 million.

         Also as previously announced on August 16, 2001 and reported on Form
8-K, the Company had entered into an agreement to acquire Leeds Federal
Bankshares, Inc. The transaction is subject to the approval of the OTS and
Northwest's application is currently on file with the OTS pending approval. The
parties have twice agreed to extend the date upon which the transaction must be
completed to provide additional time to review the application of SFAS 141 and
142, which has been the primary reason for the delay in completing the
application process. On August 28, 2002, the parties extended the date for
completion of the merger to December 31, 2002. The parties also agreed to amend
the merger agreement to modify the structure of the transaction in which Leeds
Federal Savings Bank will become a wholly-owned subsidiary of Northwest Bancorp,
MHC and will not be part of the Northwest Bancorp, Inc. consolidated group
immediately after the merger as previously proposed. The $32.00 per share cash
consideration to be paid to the public stockholders of Leeds Federal Bankshares,
Inc. and all other terms and conditions of the merger remain generally
unchanged.



                                       44
<PAGE>


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         ASSET AND LIABILITY MANAGEMENT-INTEREST RATE SENSITIVITY ANALYSIS. The
matching of assets and liabilities may be analyzed by examining the extent to
which such assets and liabilities are "interest rate sensitive" and by
monitoring an institution's interest rate sensitivity "gap." An asset or
liability is said to be interest rate sensitive within a specific time period if
it will mature or reprice within that time period. The interest rate sensitivity
gap is defined as the difference between the amount of interest-earning assets
maturing or repricing within a specific time period and the amount of
interest-bearing liabilities maturing or repricing within that same time period.
A gap is considered positive when the amount of interest rate sensitive assets
exceeds the amount of interest rate sensitive liabilities. A gap is considered
negative when the amount of interest rate sensitive liabilities exceeds the
amount of interest rate sensitive assets. During a period of rising interest
rates, a negative gap would tend to adversely affect net interest income while a
positive gap would tend to positively affect net interest income. Similarly,
during a period of falling interest rates, a negative gap would tend to
positively affect net interest income while a positive gap would tend to
adversely affect net interest income.

         The Company's policy in recent years has been to reduce its exposure to
interest rate risk generally by better matching the maturities of its interest
rate sensitive assets and liabilities and by increasing the interest rate
sensitivity of its interest-earning assets. The Company (i) emphasizes the
origination of short-term, fixed-rate consumer loans, and at June 30, 2002, such
loans constituted $452.6 million, or 14.7%, of the Company's total loan
portfolio; (ii) emphasizes the origination of one- to four-family residential
mortgage loans with terms of 15 years or less, and purchases shorter term or
adjustable-rate investment securities and mortgage-backed securities; and (iii)
originates adjustable-rate mortgage loans, adjustable-rate consumer loans, and
adjustable-rate commercial loans, which at June 30, 2002, totaled $455.5 million
or 14.8% of the Company's total loan portfolio. Of the Company's $4.023 billion
of interest-earning assets at June 30, 2002, $1.022 billion, or 25.4%, consisted
of assets with adjustable rates of interest. The Company also attempts to reduce
interest rate risk by lengthening the maturities of its interest-bearing
liabilities by using FHLB advances as a source of long-term fixed-rate funds,
and by promoting longer term certificates of deposit.

         At June 30, 2002, total interest-bearing liabilities maturing or
repricing within one year exceeded total interest-earning assets maturing or
repricing in the same period by $236.2 million, representing a cumulative
negative one-year gap ratio of 5.5%. The Company has an Asset/Liability
Committee with members consisting of various individuals from Senior Management.
This committee meets monthly in an effort to effectively manage the Company's
balance sheet and to monitor activity and set pricing. The Company also has a
Risk Management Committee comprised of certain members of the Board of Directors
which is responsible for reviewing the Company's asset and liability management
policies. The Committee meets quarterly and, as part of their risk management
assessment, reviews interest rate risks and trends, the Company's interest
sensitivity position and the liquidity and market value of the Company's
investment portfolio.



                                       45
<PAGE>

         The following table sets forth, on an amortized cost basis, the amounts
of interest-earning assets and interest-bearing liabilities outstanding at June
30, 2002, which are expected to reprice or mature, based upon certain
assumptions, in each of the future time periods shown. Except as stated below,
the amounts of assets and liabilities shown that reprice or mature during a
particular period were determined in accordance with the earlier of the term of
repricing or the contractual term of the asset or liability. Management believes
that these assumptions approximate the standards used in the savings industry
and considers them appropriate and reasonable. For information regarding the
contractual maturities of the Company's loans, investments and deposits, see
"Business of the Company--Lending Activities," "--Investment Activities" and
"--Sources of Funds."

<Table>
<Caption>
                                                                              AMOUNTS MATURING OR REPRICING
                                                 ----------------------------------------------------------------------------------
                                                   WITHIN        1-3        3-5       5-10        10-20      OVER 20
                                                   1 YEAR       YEARS      YEARS      YEARS       YEARS       YEARS        TOTAL
                                                 ----------   --------   ---------   --------    --------   ---------    ----------
                                                                               (DOLLARS IN THOUSANDS)
<S>                                              <C>          <C>        <C>         <C>         <C>        <C>          <C>
Rate-sensitive assets:
  Interest-earning deposits ...................  $  153,067   $     --   $      --   $     --    $     --   $      --    $  153,067
  Mortgage-backed securities:
   Fixed ......................................      22,123     33,921      20,664     31,354       3,578          --       111,640
   Variable ...................................     412,961         --          --         --          --          --       412,961
  Investment securities .......................      42,410     32,602      14,401     17,963     200,249          --       307,625
  Real estate loans:
   Adjustable-rate ............................      28,547     13,919          --         --          --          --        42,466
   Fixed-rate .................................     340,809    476,551     389,443    634,969     135,699          --     1,977,471
  Home equity lines of credit .................      65,671      1,607       1,175      1,071          --          --        69,524
  Education loans .............................      84,817         --          --         --          --          --        84,817
  Other consumer loans ........................     266,968    195,904          12         --          --          --       462,884
  Commercial loans ............................     210,987    109,607      70,140      9,690          --          --       400,424
                                                 ----------   --------   ---------   --------    --------    --------    ----------
    Total rate-sensitive assets ...............  $1,628,360   $864,111   $ 495,835   $695,047    $339,526    $     --    $4,022,879
                                                 ==========   ========   =========   ========    ========    ========    ==========

Rate-sensitive liabilities:
  Fixed maturity deposits .....................  $1,046,783   $542,222   $ 283,249   $  8,801    $    175   $       --   $1,881,230
  Money market deposit accounts ...............     299,207     48,412      60,355         --          --           --      407,974
  Savings accounts ............................     300,317     80,000          --         --     318,019           --      698,336
  Checking accounts ...........................     135,000         --          --         --      36,781      433,801      605,582
  FHLB advances ...............................      34,200     25,150          --    175,000       1,150           --      235,500
  Other borrowings ............................      19,013      2,109       2,638         --          --           --       23,760
  Trust Preferred Securities ..................      30,000         --          --         --          --       69,000       99,000
                                                 ----------   --------   ---------   --------    --------    --------    ----------
    Total rate-sensitive liabilities ..........  $1,864,520   $697,893   $ 346,242   $183,801    $356,125   $  502,801   $3,951,382
                                                 ==========   ========   =========   ========    ========    ========    ==========

Interest sensitivity gap per period ...........  $ (236,160)  $166,218   $ 149,593   $511,246    $(16,599)  $(502,801)   $   71,497
                                                 ==========   ========   =========   ========    ========    ========    ==========

Cumulative interest sensitivity gap ...........  $ (236,160)   (69,942)     79,651   $590,897    $574,298   $  71,497    $   71,497
                                                 ==========   ========   =========   ========    ========    ========    ==========

Cumulative interest sensitivity gap as a
  percentage of total assets...................       (5.49)%    (1.62)%      1.85%     13.72%      13.34%       1.66%         1.66%
Cumulative interest-earning assets as a
  percent of cumulative  interest-bearing
  liabilities..................................       87.33%     97.27%     102.74%    119.11%     116.65%     101.81%       101.81%
</Table>

         When assessing the interest rate sensitivity of the company, analysis
of historical trends indicates that loans will prepay at various speeds (or
annual rates) depending on the variance between the weighted average portfolio
rates and the current market rates. In preparing the table above, it has been
assumed market rates will remain constant at current levels and as a result, the
Company's loans will be affected as follows: (i) adjustable-rate mortgage loans
will prepay at an annual rate of 20%; (ii) fixed-rate mortgage loans will prepay
at an annual rate of 10% to 15%; (iii) commercial loans will prepay at an annual
rate of 15%; (iv) consumer loans held by the Bank will prepay at an annual rate
of 25%; and (v) consumer loans held by Northwest Consumer will prepay at an
annual rate of 60% to 65%. In regards to the Company's deposits, it has been
assumed that (i) fixed maturity deposits will not be withdrawn prior to
maturity; (ii) money market accounts will gradually reprice over the next five
years; and (iii) savings accounts and checking accounts will reprice either when
the rates on such accounts reprice as interest rate levels change, or when
deposit holders withdraw funds from such accounts and select other types of
deposit accounts, such as certificate accounts, which may have higher interest
rates. For purposes of this analysis, management has estimated, based on
historical trends, that only $135 million of the Company's checking accounts and
$300 million of the Company's savings accounts are interest sensitive and will
reprice in one year or less, and that the remainder will reprice over longer
time periods.

         The above assumptions utilized by management are annual percentages
based on remaining balances and should not be regarded as indicative of the
actual prepayments and withdrawals that may be experienced by the




                                       46
<PAGE>
Company. Moreover, certain shortcomings are inherent in the analysis presented
by the foregoing table. For example, although certain assets and liabilities may
have similar maturities or periods to repricing, they may react in different
degrees to changes in market interest rates. Also, interest rates on certain
types of assets and liabilities may fluctuate in advance of or lag behind
changes in market interest rates. Additionally, certain assets, such as some
adjustable-rate loans, have features that restrict changes in interest rates on
a short-term basis and over the life of the asset. Moreover, in the event of a
change in interest rates, prepayment and early withdrawal levels would likely
deviate significantly from those assumed in calculating the table.

         In an effort to assess the market risk, the Company utilizes a
simulation model to determine the effect of immediate incremental increases or
decreases in interest rates on net interest income and the market value of the
Company's equity. Certain assumptions are made regarding loan prepayments and
decay rates of passbook and NOW accounts. Because it is difficult to accurately
project the market reaction of depositors and borrowers, the effects of actual
changes in interest on these assumptions may differ from simulated results.

         The Company has established the following guidelines for assuming
interest rate risk:

         o        Net income simulation. Given a parallel shift of 2% in
                  interest rates, the estimated net income may not decrease by
                  more than 20% within a one-year period.

         o        Market value of equity simulation. The market value of the
                  Company's equity is the net present value of the Company's
                  assets and liabilities. Given a parallel shift of 2% in
                  interest rates, equity may not decrease by more than 50% of
                  total shareholder' equity.

         The following table illustrates the simulated impact of a 1% or 2%
upward or downward movement in interest rates on net income, return on average
equity, diluted earnings per share and market value of equity. This analysis was
prepared assuming that interest-earning asset levels at June 30, 2002 remain
constant. The impact of the rate movements was computed by simulating the effect
of an immediate and sustained shift in interest rates over a twelve-month period
from the June 30, 2002 levels.

<Table>
<Caption>
                                                                                    MOVEMENTS IN INTEREST RATES FROM
                                                                                       JUNE 30, 2002 RATES
                                                                           ------------------------------------------------
                                                                                    INCREASE                DECREASE
                                                                           ---------------------     ----------------------
                                                                              1%           2%           1%          2%
                                                                           --------     --------     --------    ----------
<S>                                                                         <C>          <C>           <C>        <C>
Simulated impact over the next 12 months compared with June 30, 2002:
Percentage increase/(decrease) in net income ...........................       (2.9)%       (6.4)%        4.1%       (4.1)%
Increase/(decrease) in return on average equity ........................       (0.1)%       (0.6)%        0.7%       (0.3)%
Increase/(decrease) in diluted earnings per share ......................    $  (0.03)    $  (0.06)    $   0.04    $  (0.04)
Percentage increase/(decrease) in market value of equity ...............       (7.4)%      (22.7)%        6.2%        7.3%
</Table>


ITEM 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The Financial Statements are included in Part III, Item 14 of this Form
10-K.

ITEM 9.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND FINANCIAL DISCLOSURE

         Not Applicable

                                    PART III

ITEM 10.          DIRECTORS AND EXECUTIVE OFFICERS

         The "Proposal I--Election of Directors" section of the Company's
definitive proxy statement for the Company's 2002 Annual Meeting of Stockholders
(the "2002 Proxy Statement") is incorporated herein by reference.



                                       47
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

         The "Proposal I--Election of Directors" section of the Company's 2002
Proxy Statement is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

         The "Proposal I--Election of Directors" section of the Company's 2002
Proxy Statement is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The "Transactions with Certain Related Persons" section of the
Company's 2002 Proxy Statement is incorporated herein by reference.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
         (a)(1)  Financial Statements

         The following documents are filed as part of this Form 10-K.

         (A)      Independent Auditors' Report

         (B)      Consolidated Statements of Financial Condition - at June 30,
                  2002 and 2001

         (C)      Consolidated Statements of Income - Years ended June 30, 2002,
                  2001 and 2000

         (D)      Consolidated Statements of Changes in Shareholders' Equity -
                  Years ended June 30, 2002, 2001 and 2000

         (E)      Consolidated Statements of Cash Flows - Years ended June 30,
                  2002, 2001 and 2000

         (F)      Notes to Consolidated Financial Statements.

         (a)(2)  Financial Statement Schedules

         (b)      Reports on Form 8-K

         On May 10, 2002 the Company filed a current report on Form 8-K stating
         that the Company, its mutual holding company, Northwest Bancorp, MHC,
         and its subsidiary savings bank Northwest Savings Bank (collectively
         "Northwest") entered into an Agreement with Leeds Federal Bankshares,
         Inc., its mutual holding company, Leeds Federal Bankshares, MHC, and
         its subsidiary savings bank Leeds Federal Savings Bank (collectively
         "Leeds") extending the deadline for Northwest to acquire Leeds until
         August 28, 2002. Also included as exhibits were the original agreement
         and plan of merger dated August 16, 2001 (incorporated by reference to
         Exhibit 2.1 to the Registrant's Form 8-K filed on August 24, 2001), the
         agreement by Northwest and Leeds dated April 30, 2002 to extend the
         deadline for closing the acquisition until August 28, 2002, and the
         joint press release dated April 30, 2002 announcing the agreement.

         (c)      Exhibits



                                       48
<PAGE>


(a) (3)  Exhibits:
-----------------

<Table>
<Caption>
Regulation                                                            Reference to Prior Filing
S-K Exhibit                                                           or Exhibit Number
Number                  Document                                      Attached Hereto
----------------------  --------------------------------------------  ---------------------------------

<S>                     <C>                                           <C>
2                       Plan of acquisition, reorganization,          None
                        arrangement, liquidation or succession
3                       Articles of Incorporation and Bylaws          *
4                       Instruments defining the rights of            *
                        security holders, including indentures

9                       Voting trust agreement                        None
10.1                    Restated Deferred Compensation Plan for       *
                        Directors
10.2                    Retirement Plan for Outside Directors         *
10.3                    Northwest Savings Bank Nonqualified           *
                        Supplemental Retirement Plan
10.4                    Employee Stock Ownership Plan                 *
10.5                    Employee Severance Compensation Plan          *
10.6                    Employment Agreement for William J. Wagner    **
10.7                    Form of Senior Vice President Employment      **
                        Agreement
11                      Statement re: computation of per share        None
                        earnings
12                      Statement re: computation or ratios           Not required
16                      Letter re: change in certifying accountant    None

18                      Letter re: change in accounting principles    None

21                      Subsidiaries of Registrant                    **
22                      Published report regarding matters            None
                        submitted to vote of security holders
23                      Consent of experts and counsel                23
24                      Power of Attorney                             Not Required
28                      Information from reports furnished to         None
                        State insurance regulatory authorities
99.1                    Certification pursuant to 18 U.S.C.           99.1
                        Section 1350, as adopted pursuant to
                        Section 906 of the Sarbanes-Oxley Act of
                        2002
</Table>
------------
*        Incorporated by reference to the Company's Registration Statement on
         Form S-4 (File No. 333-31687), originally filed with the SEC on July
         21, 1997, as amended on October 9, 1997 and November 4, 1997.

**       This document has been filed with the Securities and Exchange
         Commission on September 30, 2002.



                                       49
<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                        NORTHWEST BANCORP, INC.


Date:    April 11, 2003                 By: /s/ William W. Harvey, Jr.
                                           ------------------------------------
                                           William W. Harvey, Jr., Senior Vice
                                            President, Finance (Principal
                                            Financial and Accounting Officer)

         Pursuant to the requirements of the Securities Exchange of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


By: /s/ John O. Hanna                   By: /s/ William J. Wagner
  ---------------------------------        ------------------------------------
  John O. Hanna, Chairman                  William J. Wagner, President,
                                           Chief Executive Officer and Director
                                           (Principal Executive Officer)

Date:    April 11, 2003                    Date:    April 11, 2003


By: /s/ John M. Bauer                   By: /s/ Richard L. Carr
   --------------------------------        ------------------------------------
   John M. Bauer, Director                 Richard L. Carr, Director

Date:    April 11, 2003                    Date:    April 11, 2003


By: /s/ Richard E. McDowell             By: /s/ Thomas K. Creal, III
   --------------------------------        ------------------------------------
   Richard E. McDowell, Director           Thomas K. Creal, III, Director

   Date:    April 11, 2003                 Date:    April 11, 2003


By: /s/ Joseph T. Stadler               By: /s/ Joseph F. Long
   --------------------------------        ------------------------------------
   Joseph T. Stadler, Director             Joseph F. Long, Director

   Date:    April 11, 2003                 Date:    April 11, 2003


By: /s/ A. Paul King                    By: /s/ Robert G. Ferrier
   --------------------------------        ------------------------------------
   A. Paul King, Director                  Robert G. Ferrier, Director

   Date:    April 11, 2003                 Date:    April 11, 2003






                                       50
<PAGE>


                      CERTIFICATION PURSUANT TO RULE 13a-14
               OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, William J. Wagner, President and Chief Executive Officer of Northwest
Bancorp, Inc., certify that:

1.       I have reviewed this annual report on Form 10-K/A of Northwest
         Bancorp, Inc.;

2.       Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this annual report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the period presented in
         this annual report.



April 11, 2003                          /s/ William J. Wagner
----------------------                  ------------------------------------
Date                                    William J. Wagner
                                        President and Chief Executive Officer








                                       51
<PAGE>


                      CERTIFICATION PURSUANT TO RULE 13a-14
               OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, William W. Harvey, Senior Vice President, Finance and Chief Financial Officer
of Northwest Bancorp, Inc., certify that:

1.       I have reviewed this annual report on Form 10-K/A of Northwest
         Bancorp, Inc.;

2.       Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this annual report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the period presented in
         this annual report.



April 11, 2003                         /s/ William W. Harvey, Jr.
------------------------               ----------------------------------------
Date                                   William W. Harvey, Jr.
                                       Senior Vice President, Finance and
                                       Chief Financial Officer









                                       52
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                        Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

                   (With Independent Auditors' Report Thereon)




<PAGE>



                          INDEPENDENT AUDITORS' REPORT



The Board of Directors
Northwest Bancorp, Inc.:


We have audited the accompanying consolidated statements of financial condition
of Northwest Bancorp, Inc. and subsidiaries as of June 30, 2002 and 2001 and the
related consolidated statements of income, changes in shareholders' equity, and
cash flows for each of the years in the three-year period ended June 30, 2002.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Northwest Bancorp,
Inc. and subsidiaries as of June 30, 2002 and 2001 and the results of their
operations and their cash flows for each of the years in the three-year period
ended June 30, 2002 in conformity with accounting principles generally accepted
in the United States of America.

As discussed in note 1 to the consolidated financial statements, effective July
1, 2001, the Company changed its method of accounting for goodwill and other
intangible assets resulting from business combinations in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 141, Business
Combinations, SFAS No. 142, Goodwill and Other Intangible Assets, and SFAS No.
147, Acquisitions of Certain Financial Institutions - an amendment of FASB
Statements No. 72 and 144 and FASB Interpretation No. 9.



/s/ KPMG, LLP

Pittsburgh, Pennsylvania
April 8, 2003



                                       54
<PAGE>







                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                 Consolidated Statements of Financial Condition

                             June 30, 2002 and 2001

                  (Amounts in thousands, excluding share data)



<Table>
<Caption>
                                                                           2002             2001
                                                                       ------------     ------------
<S>                                                                    <C>                    <C>
                                                ASSETS
Cash and cash equivalents                                              $     64,687           50,958
Interest-earning deposits in other financial institutions                   153,067           45,008
Marketable securities available-for-sale (amortized cost of
     $426,160 and $386,689)                                                 435,723          391,579
Marketable securities held-to-maturity (market value of
     $398,891 and $333,372)                                                 396,503          339,331
Loans receivable, net of allowance for estimated
     losses of $22,042 and $20,290                                        3,012,606        2,856,581
Accrued interest receivable                                                  19,738           18,795
Real estate owned, net                                                        5,157            3,697
Federal Home Loan Bank stock, at cost                                        23,702           22,499
Premises and equipment, net                                                  55,374           46,767
Goodwill                                                                     71,236           63,302
Other assets                                                                 67,742           14,314
                                                                       ------------     ------------
                 Total assets                                          $  4,305,535        3,852,831
                                                                       ============     ============
                                 LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
     Deposits                                                          $  3,593,122        3,264,940
     Borrowed funds                                                         259,260          276,212
     Advances by borrowers for taxes and insurance                           21,065           21,832
     Accrued interest payable                                                 5,169            3,720
     Other liabilities                                                       11,279           10,414
     Guaranteed preferred beneficial interests in Company's junior
        subordinated deferrable interest debentures                          99,000               --
                                                                       ------------     ------------
                 Total liabilities                                        3,988,895        3,577,118
Shareholders' equity
     Common stock, $0.10 par value. Authorized 100,000,000
        shares; issued and outstanding 47,549,659 and 47,426,755
        shares at June 30, 2002 and 2001, respectively                        4,755            4,743
     Paid-in capital                                                         71,838           71,283
     Retained earnings, substantially restricted                            233,831          196,566
     Accumulated other comprehensive income, net                              6,216            3,178
     Unearned recognition and retention plan shares                              --              (57)
                                                                       ------------     ------------
                 Total shareholders' equity                                 316,640          275,713
                                                                       ------------     ------------
                 Total liabilities and shareholders' equity            $  4,305,535        3,852,831
                                                                       ============     ============
</Table>



See accompanying notes to consolidated financial statements.






                                       55
<PAGE>



                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                        Consolidated Statements of Income

                    Years ended June 30, 2002, 2001, and 2000

                  (Amounts in thousands, excluding share data)

<Table>
<Caption>
                                                             2002              2001             2000
                                                         ------------      ------------     ------------
<S>                                                      <C>               <C>              <C>
Interest income:
     Loans receivable                                    $    228,333           222,740          196,596
     Mortgage-backed securities                                26,531            29,161           27,236
     Taxable investment securities                              9,710            11,630           10,608
     Tax-free investment securities                             6,434             5,022            4,404
     Interest-earning deposits                                  3,492               877              880
                                                         ------------      ------------     ------------
                 Total interest income                        274,500           269,430          239,724
Interest expense:
     Deposits                                                 129,004           140,881          115,450
     Borrowed funds                                            18,251            16,441           16,649
                                                         ------------      ------------     ------------
                 Total interest expense                       147,255           157,322          132,099
                                                         ------------      ------------     ------------
                 Net interest income                          127,245           112,108          107,625
Provision for loan losses                                       6,360             5,347            4,149
                                                         ------------      ------------     ------------
                 Net interest income after provision
                    for loan losses                           120,885           106,761          103,476
Noninterest income:
     Service charges and fees                                  11,910            10,030            7,020
     Trust income                                               1,869               465              155
     Insurance commission income                                1,523             1,913            2,135
     Gain on sale of marketable securities, net                    73               368              397
     Gain (loss) on sale of loans                                 730               478              (74)
     Gain on sale of real estate owned                            592               602              621
     Writedown of investment securities                          (400)               --               --
     Other operating income                                     1,876             1,198            1,017
                                                         ------------      ------------     ------------
                 Total noninterest income                      18,173            15,054           11,271
</Table>




                                                                     (Continued)

                                       56
<PAGE>




                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                        Consolidated Statements of Income

                    Years ended June 30, 2002, 2001, and 2000

                  (Amounts in thousands, excluding share data)

<Table>
<Caption>
                                                             2002              2001             2000
                                                         ------------      ------------     ------------
<S>                                                      <C>               <C>              <C>
Noninterest expense:
     Compensation and employee benefits                  $     48,176            43,569           38,028
     Premises and occupancy costs                              11,869            10,570            9,138
     Office operations                                          7,148             5,639            4,983
     Processing expenses                                        7,108             6,442            5,924
     Amortization of intangibles                                   --             7,371            5,831
     Other expenses                                            10,223             8,748            9,730
                                                         ------------      ------------     ------------
                 Total noninterest expense                     84,524            82,339           73,634
                                                         ------------      ------------     ------------
                 Income before income taxes and
                    cumulative effect of accounting
                    change                                     54,534            39,476           41,113
Provision for income taxes:
     Federal                                                   14,507            10,488           11,263
     State                                                      2,093             2,211            2,647
                                                         ------------      ------------     ------------
                 Total provision for income taxes              16,600            12,699           13,910
                                                         ------------      ------------     ------------
                 Income before cumulative effect of
                    accounting change                          37,934            26,777           27,203
Cumulative effect of accounting change                          2,237                --               --
                                                         ------------      ------------     ------------
                 Net income                              $     40,171            26,777           27,203
                                                         ============      ============     ============
Basic per share amounts:
     Income before cumulative effect of accounting
        change                                           $       0.80              0.57             0.58
     Cumulative effect of accounting change                      0.05                --               --
                                                         ------------      ------------     ------------
                 Net income                              $       0.85              0.57             0.58
                                                         ============      ============     ============
Diluted per share amounts:
     Income before cumulative effect of accounting
        change                                           $       0.79              0.56             0.57
     Cumulative effect of accounting change                      0.05                --               --
                                                         ------------      ------------     ------------
                 Net income                              $       0.84              0.56             0.57
                                                         ============      ============     ============
</Table>


See accompanying notes to consolidated financial statements.





                                                                     (Continued)


                                       57
<PAGE>






                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

           Consolidated Statements of Changes in Shareholders' Equity

                    Years ended June 30, 2002, 2001, and 2000

                  (Amounts in thousands, excluding share data)

<Table>
<Caption>



                                                                                   COMMON           PAID-IN          RETAINED
                                                                                   STOCK            CAPITAL          EARNINGS
                                                                                --------------   --------------   --------------
<S>                                                                             <C>              <C>              <C>
Balance at June 30, 1999                                                        $        4,736           70,374          157,745
Comprehensive income:
     Net income                                                                             --               --           27,203
     Change in unrealized gain on securities, net of tax and reclassification
        adjustment                                                                          --               --               --
                                                                                --------------   --------------   --------------
                 Total comprehensive income                                                 --               --           27,203
Exercise of stock options                                                                   --               20               --
Tax benefit for excess of fair value above cost of stock option and
     retention plans                                                                        --              162               --
ESOP shares released                                                                        --              393               --
RRP shares released                                                                         --               --               --
Dividends declared                                                                          --               --           (7,577)
                                                                                --------------   --------------   --------------
Balance at June 30, 2000                                                                 4,736           70,949          177,371
Comprehensive income:
     Net income                                                                             --               --           26,777
     Change in unrealized loss on securities, net of tax and reclassification
        adjustment                                                                          --               --               --
                                                                                --------------   --------------   --------------
                 Total comprehensive income                                                 --               --           26,777
Exercise of stock options                                                                    7              301               --
Tax benefit for excess of fair value above cost of stock option plans                       --               33               --
RRP shares released                                                                         --               --               --
Dividends declared                                                                          --               --           (7,582)
                                                                                --------------   --------------   --------------
Balance at June 30, 2001                                                                 4,743           71,283          196,566


<Caption>
                                                                                  ACCUMULATED         UNEARNED         UNEARNED
                                                                                     OTHER            EMPLOYEE        RECOGNITION
                                                                                 COMPREHENSIVE         STOCK              AND
                                                                                     INCOME          OWNERSHIP         RETENTION
                                                                                  (LOSS), NET       PLAN SHARES       PLAN SHARES
                                                                                 --------------    --------------    --------------
<S>                                                                              <C>               <C>               <C>
Balance at June 30, 1999                                                                  1,978              (561)             (615)
Comprehensive income:
     Net income                                                                              --                --                --
     Change in unrealized gain on securities, net of tax and reclassification
        adjustment                                                                       (7,082)               --                --
                                                                                 --------------    --------------    --------------
                 Total comprehensive income                                              (7,082)               --                --
Exercise of stock options                                                                    --                --                --
Tax benefit for excess of fair value above cost of stock option and
     retention plans                                                                         --                --                --
ESOP shares released                                                                         --               561                --
RRP shares released                                                                          --                --               551
Dividends declared                                                                           --                --                --
                                                                                 --------------    --------------    --------------
Balance at June 30, 2000                                                                 (5,104)               --               (64)
Comprehensive income:
     Net income                                                                              --                --                --
     Change in unrealized loss on securities, net of tax and reclassification
        adjustment                                                                        8,282                --                --
                                                                                 --------------    --------------    --------------
                 Total comprehensive income                                               8,282                --                --
Exercise of stock options                                                                    --                --                --
Tax benefit for excess of fair value above cost of stock option plans                        --                --                --
RRP shares released                                                                          --                --                 7
Dividends declared                                                                           --                --                --
                                                                                 --------------    --------------    --------------
Balance at June 30, 2001                                                                  3,178                --               (57)


<Caption>


                                                                                      TOTAL
                                                                                  SHAREHOLDERS'
                                                                                     EQUITY
                                                                                  --------------
<S>                                                                              <C>
Balance at June 30, 1999                                                                 233,657
Comprehensive income:
     Net income                                                                           27,203
     Change in unrealized gain on securities, net of tax and reclassification
        adjustment                                                                        (7,082)
                                                                                  --------------
                 Total comprehensive income                                               20,121
Exercise of stock options                                                                     20
Tax benefit for excess of fair value above cost of stock option and
     retention plans                                                                         162
ESOP shares released                                                                         954
RRP shares released                                                                          551
Dividends declared                                                                        (7,577)
                                                                                  --------------
Balance at June 30, 2000                                                                 247,888
Comprehensive income:
     Net income                                                                           26,777
     Change in unrealized loss on securities, net of tax and reclassification
        adjustment                                                                         8,282
                                                                                  --------------
                 Total comprehensive income                                               35,059
Exercise of stock options                                                                    308
Tax benefit for excess of fair value above cost of stock option plans                         33
RRP shares released                                                                            7
Dividends declared                                                                        (7,582)
                                                                                  --------------
Balance at June 30, 2001                                                                 275,713
</Table>





                                                                     (Continued)


                                       58
<PAGE>



                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

           Consolidated Statements of Changes in Shareholders' Equity

                    Years ended June 30, 2002, 2001, and 2000

                  (Amounts in thousands, excluding share data)



<Table>
<Caption>
                                                                                                                ACCUMULATED
                                                                                                                   OTHER
                                                                                                               COMPREHENSIVE
                                                              COMMON           PAID-IN          RETAINED           INCOME
                                                              STOCK            CAPITAL          EARNINGS        (LOSS), NET
                                                           --------------   --------------   --------------    --------------
<S>                                                        <C>              <C>              <C>               <C>
Comprehensive income:
     Net income                                            $           --               --           40,171                --
     Change in unrealized gain on securities, net of
       tax and reclassification adjustment                             --               --               --             3,038
                                                           --------------   --------------   --------------    --------------
                 Total comprehensive income                            --               --           40,171             3,038
Exercise of stock options                                              12              420               --                --
Tax benefit for excess of fair value above cost
       of stock option plans                                           --              135               --                --
RRP shares released                                                    --               --               --                --
Dividends declared                                                     --               --           (2,906)               --
                                                           --------------   --------------   --------------    --------------
Balance at June 30, 2002                                   $        4,755           71,838          233,831             6,216
                                                           ==============   ==============   ==============    ==============


<Caption>
                                                              UNEARNED         UNEARNED
                                                              EMPLOYEE        RECOGNITION
                                                               STOCK              AND              TOTAL
                                                             OWNERSHIP         RETENTION       SHAREHOLDERS'
                                                            PLAN SHARES       PLAN SHARES         EQUITY
                                                           --------------    --------------    --------------
<S>                                                        <C>               <C>              <C>
Comprehensive income:
     Net income                                                        --                --            40,171
     Change in unrealized gain on securities, net of
       tax and reclassification adjustment                             --                --             3,038
                                                           --------------    --------------    --------------
                 Total comprehensive income                            --                --            43,209
Exercise of stock options                                              --                --               432
Tax benefit for excess of fair value above cost
       of stock option plans                                           --                --               135
RRP shares released                                                    --                57                57
Dividends declared                                                     --                --            (2,906)
                                                           --------------    --------------    --------------
Balance at June 30, 2002                                               --                --           316,640
                                                           ==============    ==============    ==============
</Table>


See accompanying notes to consolidated financial statements.




                                                                     (Continued)


                                       59
<PAGE>


                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                    Years ended June 30, 2002, 2001, and 2000

                  (Amounts in thousands, excluding share data)



<Table>
<Caption>
                                                                   2002              2001              2000
                                                               ------------      ------------      ------------
<S>                                                            <C>               <C>               <C>
Operating activities:
     Net income                                                $     40,171            26,777            27,203
     Adjustments to reconcile net income to net
        cash provided by operating activities:
           Provision for loan losses                                  6,360             5,347             4,149
           Net gain on sales of assets                               (1,395)           (1,448)             (944)
           Proceeds from sale of marketable
              securities, trading                                        --                --             8,822
           Amortization of goodwill and other
              intangible assets                                          --             7,371             5,831
           Net depreciation, amortization and
              accretion                                               5,892             5,449             4,002
           Decrease (increase) in other assets                       (2,457)           (6,080)            1,080
           Increase (decrease) in other liabilities                   1,998             3,011            (3,682)
           Net accretion of discounts on marketable
              securities                                             (2,491)           (1,839)             (541)
           Noncash compensation expense related
              to stock benefit plans                                     57                 7             1,145
           Noncash writedown of investment securities                   400                --                --
           Noncash cumulative change in accounting
              principle                                              (2,237)               --                --
           Other                                                         --                26                --
                                                               ------------      ------------      ------------
                 Net cash provided by operating
                    activities                                       46,298            38,621            47,065
                                                               ------------      ------------      ------------
Investing activities:
     Purchase of marketable securities held-to-maturity            (129,047)         (126,420)           (9,252)
     Purchase of marketable securities available-for-sale          (209,396)          (57,488)         (113,176)
     Proceeds from maturities and principal reductions
        of marketable securities held-to-maturity                    72,144            25,662            25,514
     Proceeds from maturities and principal reductions
        of marketable securities available-for-sale                 120,960            52,291            18,884
     Proceeds from sales of marketable securities
        available-for-sale                                           50,720            15,477            21,616
     Purchase of bank-owned life insurance                          (50,000)               --                --
     Loan originations                                             (974,413)         (776,001)         (629,104)
     Proceeds from loan maturities and principal
        reductions                                                  697,427           450,120           408,837
     Proceeds from loan sales                                       132,464            61,365             1,137
     Purchase of Federal Home Loan Bank stock                        (1,203)           (1,230)           (3,112)
     Proceeds from sale of real estate owned                          3,514             2,429             3,473
     Sale of real estate owned for investment                            32                97               534
     Purchase of premises and equipment                             (13,184)           (8,166)           (8,282)
     Acquisitions, net of cash received                              53,443            59,681           203,319
                                                               ------------      ------------      ------------
                 Net cash used by investing activities             (246,539)         (302,183)          (79,612)
                                                               ------------      ------------      ------------
</Table>







                                                                     (Continued)

                                       60
<PAGE>


                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                    Years ended June 30, 2002, 2001, and 2000

                  (Amounts in thousands, excluding share data)



<Table>
<Caption>
                                                                   2002              2001              2000
                                                               ------------      ------------      ------------
<S>                                                            <C>               <C>               <C>
Financing activities:
     Increase in deposits, net                                 $    243,222           240,490           151,988
     Proceeds from long-term borrowings                               1,041           116,963            37,112
     Repayments of long-term borrowings                             (17,294)          (31,217)          (33,607)
     Net decrease in short-term borrowings                             (699)          (49,475)         (112,479)
     Increase (decrease) in advances by borrowers
        for taxes and insurance                                        (767)             (725)            3,603
     Proceeds from issuance of guaranteed preferred
        beneficial interests in Company's junior
        subordinated debentures                                      99,000                --                --
     Cash dividends paid                                             (2,906)           (7,582)           (7,577)
     Proceeds from options exercised                                    432               308                20
                                                               ------------      ------------      ------------
                 Net cash provided by financing activities          322,029           268,762            39,060
                                                               ------------      ------------      ------------
                 Net increase in cash and
                    cash equivalents                                121,788             5,200             6,513
                                                               ------------      ------------      ------------
Cash and cash equivalents at beginning of period                     95,966            90,766            84,253
Net increase in cash and cash equivalents                           121,788             5,200             6,513
                                                               ------------      ------------      ------------
Cash and cash equivalents at end of period                     $    217,754            95,966            90,766
                                                               ============      ============      ============
Cash paid during the year for:
     Interest on deposits and borrowings (including
        interest credited to deposit accounts of
        $104,426, $106,708, and $90,526, respectively)         $    145,806           155,954           133,445
     Income taxes                                                    14,689            15,808            13,926
Noncash activities:
     Business acquisitions:
        Fair value of assets acquired                          $     32,566            79,253            68,643
        Net cash received                                            53,443            59,681           203,319
                                                               ------------      ------------      ------------
                 Liabilities assumed                           $     86,009           138,934           271,962
                                                               ============      ============      ============
     Loan foreclosures and repossessions                       $      4,382             3,380             1,625
     Sale of real estate owned financed by the Company         $        838               315               536
</Table>


See accompanying notes to consolidated financial statements.




                                                                     (Continued)

                                       61
<PAGE>



                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)



(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       (a)    NATURE OF OPERATIONS

              The Northwest group of companies is organized in a two-tier
              holding company structure. Northwest Bancorp, MHC is a federal
              mutual holding company and owns approximately 74% of the
              outstanding shares of common stock of Northwest Bancorp, Inc. (the
              Company). The current fiscal year ended June 30, 2002 was the
              first fiscal year in which Northwest Bancorp, MHC applied for, and
              received, approval from the Office of Thrift Supervision (OTS),
              its primary regulator, to waive its right to receive cash
              dividends from the Company. Dividends paid to Northwest Bancorp,
              MHC during June 30, 2002, 2001, and 2000 were $-0-, $5,640,000,
              and $5,533,000.

              Northwest Bancorp, Inc., which is headquartered in Warren,
              Pennsylvania, is a federal savings and loan holding company for
              its wholly owned subsidiaries Northwest Savings Bank (Northwest)
              and Jamestown Savings Bank (Jamestown). These retail oriented
              financial institutions offer traditional deposit and loan products
              through their 116 banking locations in Pennsylvania, six banking
              locations in southwestern New York and four banking locations in
              eastern Ohio. The Company and its subsidiaries also offer loan
              products through 47 consumer finance offices in Pennsylvania and
              two in New York. The majority of the Company's real estate loans
              are in Pennsylvania.

       (b)    CONSOLIDATION

              The consolidated financial statements include the accounts of the
              Company and its wholly owned subsidiaries after elimination of all
              intercompany accounts and transactions.

       (c)    CASH AND CASH EQUIVALENTS

              For purposes of the statement of cash flows, cash and cash
              equivalents include cash and amounts due from depository
              institutions and interest-bearing deposits in other financial
              institutions.

       (d)    MARKETABLE SECURITIES

              The Company classifies marketable securities at the time of their
              purchase as either held-to-maturity, available-for-sale or trading
              securities. Securities for which management has the intent and the
              Company has the ability to hold until their maturity are
              classified as held-to-maturity and are carried on the Company's
              books at cost, adjusted for amortization of premium and accretion
              of discount on a level yield basis. If it is management's intent
              at the time of purchase to hold securities for an indefinite
              period of time and/or to use such securities as part of its
              asset/liability management strategy, the securities are classified
              as available-for-sale and are carried at fair value, with
              unrealized gains and losses excluded from net earnings and
              reported as accumulated other comprehensive income, a separate
              component of shareholders' equity, net of tax. Securities
              available-for-sale include securities which may be sold in
              response to changes in interest rates, resultant prepayment risk
              or other market factors. Securities that are bought and held
              principally for the purpose of selling them in the near term are
              classified as trading and are reported at fair value, with
              unrealized gains and losses included in earnings. The cost of
              securities sold is determined on a specific identification basis.



                                                                     (Continued)

                                       62
<PAGE>

                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)


              Federal law requires a member institution of the Federal Home Loan
              Bank (FHLB) system to hold stock of its district FHLB according to
              a predetermined formula. This stock is recorded at cost and may be
              pledged to secure FHLB advances.

       (e)    LOANS RECEIVABLE

              Loans are stated at their unpaid principal balance net of any
              deferred origination fees or costs and the allowance for estimated
              loan losses. Interest income on loans is credited to income as
              earned. Interest earned on loans for which no payments were
              received during the month is accrued at month end. Interest
              accrued on loans more than ninety days delinquent is offset by a
              reserve for uncollected interest, and such loans are placed on
              nonaccrual status.

              The Company has identified certain residential loans which will be
              sold prior to maturity. These loans are recorded at the lower of
              amortized cost or market value and are not significant as of June
              30, 2002 and 2001.

              Loan fees and certain direct loan origination costs are deferred,
              and the net deferred fee or cost is then recognized using the
              level-yield method over the contractual life of the loan as an
              adjustment to interest income.

       (f)    PROVISION FOR LOAN LOSSES

              Provisions for estimated losses on the loan portfolios, in
              addition to those specifically identified, are charged to earnings
              in an amount that results in a loss allowance sufficient, in
              management's judgment, to cover losses based on past experience
              and economic conditions. Estimated losses on specific loans are
              charged to the allowance for loan losses when, in the opinion of
              management, a significant decline reduces the estimated fair value
              of the underlying collateral to less than the loan's current
              carrying value.

              Management considers a loan to be impaired when it is probable
              that the Company will be unable to collect all amounts due
              according to the contractual terms of the loan agreement.
              Nonaccrual loans are deemed to be impaired unless fully secured
              with liquid collateral. In evaluating whether a loan is impaired,
              management considers not only the amount that the Company expects
              to collect but also the timing of collection. Generally, if a
              delay in payment is insignificant (e.g., less than 30 days), a
              loan is not deemed to be impaired.

              When a loan is considered to be impaired, the amount of impairment
              is measured based on the present value of expected future cash
              flows discounted at the loan's effective interest rate or at the
              loan's market price or fair value of the collateral if the loan is
              collateral dependent. Loans are evaluated individually for
              impairment. Smaller balance, homogeneous loans (e.g., primarily
              consumer and residential mortgages) are evaluated collectively for
              impairment. Impairment losses are included in the allowance for
              loan losses. Impaired loans are charged off when management
              believes that the ultimate collectibility of a loan is not likely.

              Interest income on impaired loans is recognized using the cash
              basis method. Such interest ultimately collected is credited to
              income in the period of recovery or applied to reduce principal if
              there is





                                                                     (Continued)

                                       63
<PAGE>


                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)


              sufficient doubt about the collectibility of principal. Interest
              on impaired loans that are contractually past due ninety days and
              over is reserved.

       (g)    REAL ESTATE OWNED

              Real estate owned is comprised of property acquired through
              foreclosure or voluntarily conveyed by delinquent borrowers. These
              assets are recorded on the date acquired at the lower of the
              related loan balance or market value of the collateral, as
              determined by an appraisal. Subsequently, foreclosed assets are
              valued at the lower of the amount recorded at acquisition date or
              the current market value, less estimated disposition costs. Gains
              or losses realized from the disposition of such property are
              credited or charged to noninterest income.

       (h)    PREMISES AND EQUIPMENT

              Premises and equipment are stated at cost less accumulated
              depreciation and amortization. Depreciation is accumulated on a
              straight-line basis over the estimated useful lives of the related
              assets. Estimated lives range from three to thirty years.
              Amortization of leasehold improvements is accumulated on a
              straight-line basis over the terms of the related leases or the
              useful lives of the related assets, whichever is shorter.

       (i)    GOODWILL AND OTHER INTANGIBLES

              On July 1, 2001 the Company adopted Statement of Financial
              Accounting Standards No. 141 "Business Combinations" (SFAS 141).
              SFAS 141 addresses financial accounting and reporting for business
              combinations and supercedes APB Opinion No. 16, "Business
              Combinations", and FASB Statement No. 38, "Accounting for
              Preacquisition Contingencies of Purchased Enterprises." This
              statement effectively eliminates the use of the pooling method of
              accounting for business combinations and states that all business
              combinations in the scope of this statement are to be accounted
              for using only the purchase method. The provisions of this
              statement apply to all business combinations initiated after June
              30, 2001 and to all business combinations accounted for using the
              purchase method for which the date of acquisition is July 1, 2001,
              or later. Because the Company has generally used purchase
              accounting for its business combinations, this statement has not
              materially changed its ongoing operations.

              Also on July 1, 2001, and concurrently with SFAS 141, the Company
              adopted SFAS 142 "Goodwill and Other Intangible Assets" (SFAS
              142). SFAS 142 addresses financial accounting and reporting for
              acquired goodwill and other intangible assets and supercedes APB
              Opinion No. 17, "Intangible Assets." This statement addresses how
              goodwill and other intangible assets should be accounted for after
              they have been initially recognized in the financial statements.
              This statement, among other things, eliminates the regularly
              scheduled amortization of goodwill and replaces this method with a
              two-step process for testing the impairment of goodwill on at
              least an annual basis. This approach could cause more volatility
              in the Company's reported net income because impairment losses, if
              any, could occur irregularly and in varying amounts. Immediately
              upon adoption, and as required by SFAS 141 and SFAS 142, existing
              negative goodwill of $2.2 million was recorded in income as a
              cumulative effect of a change in accounting principle and the
              Company stopped amortizing the remaining goodwill of $65.5
              million. There was no tax effect associated with the recognition
              of





                                                                     (Continued)

                                       64
<PAGE>



                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)



              negative goodwill of $2.2 million as such amount arose in a
              tax-free reorganization. In addition, the Company performed its
              initial impairment analysis of goodwill and other intangible
              assets noting that the estimated fair value exceeded the carrying
              amount.

              On October 1, 2002, the FASB issued SFAS 147 "Acquisitions of
              Certain Financial Institutions - an amendment of FASB Statements
              No. 72 and 144 and FASB Interpretation No. 9" (SFAS 147). The
              standard clarifies that a branch acquisition that meets the
              definition of a business should be accounted for as a business
              combination, otherwise the transaction should be accounted for as
              an acquisition of net assets that does not result in the
              recognition of goodwill. The effect of the new standard is to
              remove a branch acquisition that meets the definition of a
              business from the scope of SFAS 72 and includes it within the
              scope of SFAS 141. Upon adoption, intangible assets arising from
              branch acquisitions that meet the definition of a business
              combination shall be reclassified to goodwill at the later of the
              date of acquisition or the date SFAS 142 was applied in its
              entirety. The reclassified goodwill shall be accounted for and
              reported prospectively as goodwill under SFAS 142, in addition,
              because the Company adopted SFAS 142 prior to October 1, 2002, all
              previously issued interim and annual financial statements that
              reflect amortization of the reclassified goodwill shall be
              restated to remove that amortization expense. As a result of
              adopting SFAS 147, the Company reclassified approximately $60.0
              million of unidentifiable intangible assets to goodwill as of June
              30, 2002 (such amount was $54.0 million as of July 1, 2001). The
              effect of adopting SFAS 147 also increased net income for the year
              ended June 30, 2002 by $4.3 million.

              Prior to adopting SFAS 141, SFAS 142 and SFAS 147, the Company
              amortized goodwill and other intangible assets using the
              straight-line method over the estimated benefit period of ten
              years.

       (j)    CORE DEPOSIT INTANGIBLES

              Upon acquiring another financial institution, or branches thereof,
              the Company engages an independent third party of experts to
              analyze and prepare a core deposit study. This study reflects the
              cumulative present value benefit of acquiring deposits versus an
              alternative source of funding. Based upon this analysis, the
              amount of the premium related to the core deposits of the business
              purchased is calculated along with the estimated life of the
              acquired deposits. The core deposit intangible, which is recorded
              in other assets, is then amortized to expense on a level yield
              basis over an approximate life of 7 to 10 years.

        (k)   BANK-OWNED LIFE INSURANCE

              In June 2002, the Company purchased $50 million of insurance on
              the lives of a certain group of key employees. The policies were
              purchased to help offset the cost of increases in various fringe
              benefit plans including healthcare. The cash surrender value of
              these policies is included in other assets on the consolidated
              statements of financial condition and any increases in the cash
              surrender value are recorded as other noninterest income on the
              consolidated statements of income. In the event of the death of an
              insured individual under these policies, the Company would receive
              a death benefit which would be recorded as noninterest income.




                                                                     (Continued)

                                       65
<PAGE>



                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)



       (l)    DEPOSITS

              Interest on deposits is accrued and charged to expense monthly and
              is paid or credited in accordance with the terms of the accounts.

       (m)    PENSION PLAN

              The Company has noncontributory defined benefit pension plans. The
              net periodic pension cost has been calculated in accordance with
              Statement of Financial Accounting Standards No. 87, Employers'
              Accounting for Pensions.

       (n)    INCOME TAXES

              The Company joins with its wholly owned subsidiaries, Northwest
              and Jamestown, in filing a consolidated federal income tax return.

              The Company accounts for income taxes using the asset and
              liability method. The objective of the asset and liability method
              is to establish deferred tax assets and liabilities for temporary
              differences between the financial reporting and tax basis of the
              Company's assets and liabilities based on enacted tax rates
              expected to be in effect when such amounts are realized or
              settled.

       (o)    TRUST PREFERRED SECURITIES

              During the quarter ended December 31, 2001, the Company issued $99
              million of Trust Preferred Securities in two separate offerings.
              The first offering involved the issuance of $69 million of 8.75%
              Cumulative Trust Preferred Securities (liquidation amount $25 per
              preferred security) of Northwest Capital Trust I, a Delaware
              business trust and newly formed subsidiary of the Company. This
              security trades on the NASDAQ Stock Market under the symbol NWSBP.
              The second offering of $30 million was also issued through a
              special purpose business trust formed by the Company and was sold
              in a private transaction to a pooled investment vehicle with a
              floating rate of interest equal to LIBOR plus 3.60%, reset
              quarterly.

       (p)    RECLASSIFICATION OF PRIOR YEARS' STATEMENTS

              Certain items previously reported have been reclassified to
              conform with the current year's reporting format.

       (q)    OFF-BALANCE-SHEET INSTRUMENTS

              In the normal course of business, the Company extends credit in
              the form of loan commitments, undisbursed lines of credit and
              standby letters of credit. These off-balance-sheet instruments
              involve, to various degrees, elements of credit and interest rate
              risk not reported in the consolidated statement of financial
              condition.

       (r)    USE OF ESTIMATES

              The preparation of financial statements in conformity with
              generally accepted accounting principles requires management to
              make estimates and assumptions that affect the reported amounts of
              assets






                                                                     (Continued)

                                       66
<PAGE>


                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)


              and liabilities, disclosure of contingent assets and liabilities
              at the date of the financial statements and the reported amount of
              revenues and expenses during the reporting period. Actual results
              could differ from these estimates.

(2)    CHARTER CONVERSION

       Effective June 29, 2001, the Company converted its charter from a
       Pennsylvania corporation to a Federal corporation as approved by its
       stockholders at the annual meeting held on December 20, 2000. In
       addition, Northwest Bancorp, MHC, the Company's Mutual Holding Company,
       also changed its charter from a Pennsylvania mutual holding company to a
       federal mutual holding company. As a result of this conversion, the
       primary regulator(s) also changed from the current Board of Governors of
       the Federal Reserve System and the Pennsylvania Department of Banking to
       the Office of Thrift Supervision. The Company's savings bank
       subsidiaries, however, have both retained their state savings bank
       charters.

(3)    BUSINESS COMBINATIONS

       On December 14, 2001, the Company completed the acquisition of two retail
       banking offices located in the Pennsylvania communities of Johnsonburg
       and Emporium. The acquisition included approximately $55 million in
       deposits, $22 million in loans and the related fixed assets. This cash
       purchase created intangible assets of approximately $5.7 million.

       On November 16, 2001, the Company purchased a retail banking office in
       Ebensburg, Pennsylvania. The acquisition included approximately $26
       million of deposits and the related fixed assets. This cash purchase
       created intangible assets of approximately $2.0 million.

       On October 26, 2001, the Company purchased a retail banking office
       located within the Shop n' Save supermarket in Washington, Pennsylvania.
       The acquisition included approximately $4.5 million in deposits and the
       related fixed assets. This cash purchase created intangible assets of
       approximately $91,000.

       On April 27, 2001, the Company completed its acquisition of Heritage
       Trust Company, an independent investment management and trust company
       headquartered in Erie, Pennsylvania. With assets under management of
       almost $300 million, Heritage provides a wide range of investment
       management and trust services for individuals, businesses and charitable
       organizations throughout northwestern Pennsylvania. The transaction was
       accounted for using the purchase method of accounting resulting in
       goodwill of approximately $4,170,000.

       On January 31, 2001, the Company completed its purchase of a retail
       brokerage office in Warren, Pennsylvania, through its subsidiary,
       Northwest Financial Services, Inc. The new office provides financial
       consulting and full service brokerage to the greater Warren area. The
       transaction was accounted for using the purchase method of accounting
       resulting in goodwill of approximately $50,000.

       On November 3, 2000, the Company acquired nine retail banking offices in
       Potter and Tioga counties in north central Pennsylvania. The acquisition
       included approximately $138 million in deposits and $57 million in
       consumer and business loans, along with the related fixed assets. The
       transaction was accounted for using the purchase method of accounting and
       resulted in recording an intangible asset of approximately $15,325,000.





                                                                     (Continued)

                                       67
<PAGE>


                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)



       In September 1999, the Company purchased eight retail banking offices
       located in various communities in Western Pennsylvania. This acquisition
       included approximately $270,000,000 in deposits, $47,000,000 in consumer
       and business loans and the related office facilities and equipment. The
       acquisition was accounted for using the purchase method of accounting and
       resulted in an intangible asset of approximately $20,400,000.

(4)    MARKETABLE SECURITIES

       Marketable securities at June 30, 2002, are as follows:

<Table>
<Caption>
                                                            GROSS           GROSS
                                                          UNREALIZED      UNREALIZED
                                           AMORTIZED       HOLDING          HOLDING          MARKET
                                             COST           GAINS           LOSSES           VALUE
                                         ------------    ------------    ------------     ------------
<S>                                      <C>             <C>             <C>              <C>
Held-to-maturity:
     U.S. government and agencies:
        Due in five years - ten years    $     10,013             676              --           10,689
        Due after ten years                     8,027           1,440              --            9,467
     Municipal securities:
        Due in one year - five years              100               6              --              106
        Due after ten years                    65,174           1,166            (687)          65,653
     Corporate debt issues:
        Due in one year - five years            1,019              31              --            1,050
        Due after ten years                    48,310             275          (1,471)          47,114
     Mortgage-backed securities:
        Fixed rate pass-through                 3,663              64             (14)           3,713
        Variable rate pass-through             52,278             186             (38)          52,426
        Fixed rate CMO                          8,318             176              --            8,494
        Variable rate CMO                     199,601           1,668          (1,090)         200,179
                                         ------------    ------------    ------------     ------------
                 Total mortgage-
                    backed securities         263,860           2,094          (1,142)         264,812
                                         ------------    ------------    ------------     ------------
                 Total securities
                    held-to-maturity     $    396,503           5,688          (3,300)         398,891
                                         ============    ============    ============     ============
</Table>






                                                                     (Continued)

                                       68
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)




<Table>
<Caption>
                                                              GROSS           GROSS
                                                            UNREALIZED      UNREALIZED
                                             AMORTIZED       HOLDING          HOLDING          MARKET
                                               COST           GAINS           LOSSES           VALUE
                                           ------------    ------------    ------------     ------------
<S>                                        <C>             <C>             <C>              <C>
Available-for-sale:
     U.S. government and agencies:
        Due in one year or less            $      5,501              38              --            5,539
        Due in one year - five years             10,974              92              --           11,066
        Due in five years - ten years             7,129             218              --            7,347
     Equity securities and mutual funds          68,228           3,500             (42)          71,686
     Municipal securities:
        Due in one year or less                     100               3              --              103
        Due in five years - ten years               498               5              --              503
        Due after ten years                      77,144             678            (417)          77,405
     Corporate debt issues:
        Due after ten years                       1,476              --            (143)           1,333
     Mortgage-backed securities:
        Fixed rate pass-through                  61,502           2,472              --           63,974
        Variable rate pass-through               12,958              89              (7)          13,040
        Fixed rate CMO                           35,315             395             (25)          35,685
        Variable rate CMO                       145,335           2,882            (175)         148,042
                                           ------------    ------------    ------------     ------------
                 Total mortgage-
                    backed securities           255,110           5,838            (207)         260,741
                                           ------------    ------------    ------------     ------------
                 Total securities
                    available-for-sale     $    426,160          10,372            (809)         435,723
                                           ============    ============    ============     ============
</Table>







                                                                     (Continued)

                                       69
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)


       Marketable securities at June 30, 2001, are as follows:








<Table>
<Caption>
                                                               GROSS           GROSS
                                                            UNREALIZED       UNREALIZED
                                            AMORTIZED         HOLDING          HOLDING           MARKET
                                              COST             GAINS           LOSSES            VALUE
                                          ------------     ------------     ------------      ------------
<S>                                       <C>              <C>              <C>               <C>
Held-to-maturity:
     U.S. government and agencies:
        Due in five years - ten years     $     13,744              690               --            14,434
        Due after ten years                     20,774              620               (9)           21,385
     Municipal securities:
        Due in five years - ten years              100                5               --               105
        Due after ten years                     50,541              811           (1,069)           50,283
     Corporate debt issues:
        Due in five years - ten years            1,027               --              (47)              980
        Due after ten years                     43,805               82           (2,652)           41,235
     Mortgage-backed securities:
        Fixed rate pass-through                  3,379               38              (30)            3,387
        Variable rate pass-through               4,743              115              (24)            4,834
        Fixed rate CMO                           2,284               89               --             2,373
        Variable rate CMO                      198,934              772           (5,350)          194,356
                                          ------------     ------------     ------------      ------------
                 Total mortgage-
                    backed securities          209,340            1,014           (5,404)          204,950
                                          ------------     ------------     ------------      ------------
                 Total securities
                    held-to-maturity      $    339,331            3,222           (9,181)          333,372
                                          ============     ============     ============      ============
</Table>





                                                                     (Continued)

                                       70
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)



<Table>
<Caption>
                                                             GROSS           GROSS
                                                          UNREALIZED       UNREALIZED
                                           AMORTIZED        HOLDING          HOLDING          MARKET
                                             COST            GAINS           LOSSES           VALUE
                                          ------------    ------------    ------------     ------------
<S>                                       <C>             <C>             <C>              <C>
Available-for-sale:
     U.S. government and agencies:
        Due in one year or less           $     13,976             229              --           14,205
        Due in one year - five years             5,516             140              --            5,656
        Due in five years - ten years            1,494               7              --            1,501
        Due after ten years                      6,234             197              --            6,431
     Equity securities                           7,123           3,236              --           10,359
     Municipal securities:
        Due in one year or less                    450               3              --              453
        Due in one year - five years               445               9              --              454
        Due in five years - ten years              497               7              --              504
        Due after ten years                     56,146             354            (323)          56,177
     Corporate debt issues:
        Due after ten years                        986              --             (81)             905
     Mortgage-backed securities:
        Fixed rate pass-through                 72,522           1,620            (104)          74,038
        Variable rate pass-through              15,148             109              (5)          15,252
        Fixed rate CMO                               3              --              --                3
        Variable rate CMO                      206,149           1,912          (2,420)         205,641
                                          ------------    ------------    ------------     ------------
                 Total mortgage-
                    backed securities          293,822           3,641          (2,529)         294,934
                                          ------------    ------------    ------------     ------------
                 Total securities
                    available-for-sale    $    386,689           7,823          (2,933)         391,579
                                          ============    ============    ============     ============
</Table>


       Expected maturities may differ from contractual maturities because
       borrowers may have the right to call or prepay obligations.

       The following table presents information regarding the issuers and the
       carrying value of the Company's mortgage-backed securities:


<Table>
<Caption>
                                                                JUNE 30
                                                     ----------------------------
                                                         2002            2001
                                                     ------------    ------------
<S>                                                  <C>                  <C>
Mortgage-backed securities:
     FNMA                                            $    193,814         210,548
     GNMA                                                  76,412          91,535
     FHLMC                                                235,344         181,500
     Other (nonagency)                                     19,031          20,691
                                                     ------------    ------------
                 Total mortgage-backed securities    $    524,601         504,274
                                                     ============    ============
</Table>




                                                                     (Continued)

                                       71
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)




       Marketable securities having a carrying value of $111,824,000 at June 30,
       2002, were pledged under collateral agreements. During the fiscal years
       2002, 2001, and 2000, the Company sold marketable securities classified
       as either available-for-sale or trading for $50,720,000, $15,477,000, and
       $30,438,000, respectively. The gross pretax profit on these sales was
       $73,000, $368,000, and $397,000. In addition, during fiscal 2002, the
       Company experienced other than temporary declines in its held-to-maturity
       portfolio resulting in write-downs of $400,000.

(5)    LOANS RECEIVABLE

       Loans receivable at June 30, 2002 and 2001, are summarized in the table
below:




<Table>
<Caption>
                                                      2002             2001
                                                  ------------     ------------
<S>                                               <C>              <C>
Real estate loans:
     One- to four-family                          $  2,056,105        2,005,020
     Multi-family and commercial                       304,456          249,049
                                                  ------------     ------------
                 Total real estate loans             2,360,561        2,254,069
Consumer loans:
     Automobile                                        117,240           94,475
     Home improvement                                  293,865          260,169
     Education                                          84,817           77,753
     Loans on savings accounts                           7,733            8,923
     Other                                             113,570          134,023
                                                  ------------     ------------
                 Total consumer loans                  617,225          575,343
Commercial loans                                        95,968           89,784
                                                  ------------     ------------
                 Total loans receivable, gross       3,073,754        2,919,196
Deferred loan fees                                      (2,938)          (2,517)
Allowance for loan losses                              (22,042)         (20,290)
Undisbursed loan proceeds (real estate loans)          (36,168)         (39,808)
                                                  ------------     ------------
                 Total loans receivable, net      $  3,012,606        2,856,581
                                                  ============     ============
</Table>



       At June 30, 2002 and 2001, the Company serviced loans for others
       approximating $214,269,000 and $110,700,000, respectively. These loans
       serviced for others are not assets of the Company and are appropriately
       excluded from the Company's financial statements.

       At June 30, 2002, approximately 93% of the Company's loan portfolio was
       secured by properties located in Pennsylvania. The Company does not
       believe it has significant concentrations of credit risk to any one group
       of borrowers given its underwriting and collateral requirements.

       Loans receivable at June 30, 2002, include $455,485,000 of adjustable
       rate loans and $2,618,269,000 of fixed rate loans.




                                                                     (Continued)

                                       72
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)


       Loans receivable at June 30, 2001, include $367,457,000 of adjustable
       rate loans and $2,551,739,000 of fixed rate loans.

       The Company's exposure to credit loss in the event of nonperformance by
       the other party to off-balance-sheet financial instruments is represented
       by the contract amount of the financial instrument. The Company uses the
       same credit policies in making commitments for off-balance-sheet
       financial instruments as it does for on-balance-sheet instruments.
       Financial instruments with off-balance-sheet risk as of June 30, 2002 and
       2001, are presented in the following table:


<Table>
<Caption>
                                         JUNE 30
                               ----------------------------
                                   2002            2001
                               ------------    ------------
<S>                            <C>             <C>
Loan commitments               $     74,581          43,764
Undisbursed lines of credit         116,559         100,302
Standby letters of credit             6,058           4,742
                               ------------    ------------
                               $    197,198         148,808
                               ============    ============
</Table>



       Commitments to extend credit are agreements to lend to a customer as long
       as there is no violation of any condition established in the contract.
       Commitments generally have fixed expiration dates or other termination
       clauses and may require payment of a fee. The Company evaluates each
       customer's creditworthiness on a case-by-case basis. The amount of
       collateral obtained, if deemed necessary, by the Company upon extension
       of credit is based on management's credit evaluation of the counterparty.
       Collateral held varies but generally may include cash, marketable
       securities and property.

       Outstanding mortgage loan commitments at June 30, 2002, for fixed rate
       loans, are $55,605,000. The interest rates on these commitments
       approximate market rates at June 30, 2002. Outstanding mortgage loan
       commitments at June 30, 2002, for adjustable rate loans are $18,976,000.
       The fair value of these commitments are affected by fluctuations in
       market rates of interest.

       The Company automatically places loans on nonaccrual status when they
       become more than 90 days contractually delinquent or when the paying
       capacity of the obligor becomes inadequate to meet the requirements of
       the contract. When a loan is placed on nonaccrual, all previously accrued
       and uncollected interest is reversed against current period interest
       income. Nonaccrual loans at June 30, 2002, 2001 and 2000 were
       $15,800,000, $17,635,000 and $10,260,000, respectively.

       A loan is considered to be impaired, as defined by SFAS No. 114
       "Accounting by Creditors for Impairment of a Loan," when, based on
       current information and events, it is probable that the Company will be
       unable to collect all amounts due according to the contractual terms of
       the loan agreement including both contractual principal and interest
       payments. The amount of impairment is required to be measured using one
       of the three methods prescribed by SFAS 114: (1) the present value of
       expected future cash flows discounted at the loan's effective interest
       rate; (2) the loan's observable market price; or (3) the fair value of
       collateral if the loan is collateral dependent. If the measure of the
       impaired loan is less than the recorded investment in the loan a specific
       reserve is allocated for the impairment. Impaired loans at June 30, 2002,
       2001, and 2000 were $15,327,000, $16,043,000, and $6,002,000,
       respectively. Average impaired loans during fiscal 2002, 2001 and 2000
       were $16,152,000, $12,979,000 and $13,886,000, respectively.





                                                                     (Continued)

                                       73
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)


       There were no commitments to lend additional funds to debtors on
nonaccrual status.

(6)    ACCRUED INTEREST RECEIVABLE

       Accrued interest receivable as of June 30, 2002 and 2001, is presented in
the following table:


<Table>
<Caption>
                                        JUNE 30
                              ----------------------------
                                  2002            2001
                              ------------    ------------
<S>                           <C>                    <C>
Investment securities         $      3,764           3,318
Mortgage-backed securities           1,987           2,027
Loans receivable                    13,987          13,450
                              ------------    ------------
                              $     19,738          18,795
                              ============    ============
</Table>


(7)    ALLOWANCE FOR LOAN LOSSES

       Changes in the allowance for losses on loans receivable for the years
       ended June 30, 2002, 2001, and 2000, are presented in the following
       table:



<Table>
<Caption>
                                         2002             2001             2000
                                     ------------     ------------     ------------
<S>                                  <C>              <C>              <C>
Balance, beginning of fiscal year    $     20,290           18,260           16,773
     Provision                              6,360            5,347            4,149
     Charge-offs                           (5,313)          (3,862)          (3,276)
     Acquisitions                             237               --               25
     Recoveries                               468              545              589
                                     ------------     ------------     ------------
Balance, end of fiscal year          $     22,042           20,290           18,260
                                     ============     ============     ============
</Table>


       Management believes that the allowance for estimated loan losses is
       appropriate as of June 30, 2002. While management uses available
       information to provide for losses, future additions to the allowance may
       be necessary based on changes in economic conditions. In addition,
       various regulatory agencies, as an integral part of their examination
       process, periodically review the Company's allowance for loan losses.
       Such agencies may require the Company to recognize additions to the
       allowance based on their judgments about information available to them at
       the time of their examination.

(8)    FEDERAL HOME LOAN BANK STOCK

       The Company's banking subsidiaries are members of the Federal Home Loan
       Bank system. As a member, Northwest maintains an investment in the
       capital stock of the Federal Home Loan Bank of Pittsburgh, at cost, in an
       amount not less than 1% of its outstanding home loans or 1/20 of its
       outstanding notes payable to the Federal Home Loan Bank, whichever is
       greater.




                                                                     (Continued)

                                       74
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)


(9)    PREMISES AND EQUIPMENT

       Premises and equipment at June 30, 2002 and 2001, are summarized by major
       classification in the following table:



<Table>
<Caption>
                                                      2002            2001
                                                  ------------    ------------
<S>                                               <C>             <C>
Land and land improvements                        $      5,329           3,726
Office buildings and improvements                       47,574          40,228
Furniture, fixtures, and equipment                      35,704          31,350
Leasehold improvements                                   5,303           4,660
                                                  ------------    ------------
                 Total, at cost                         93,910          79,964
Less accumulated depreciation and amortization          38,536          33,197
                                                  ------------    ------------
                 Premises and equipment, net      $     55,374          46,767
                                                  ============    ============
</Table>



       Depreciation and amortization expense for the years ended June 30, 2002,
       2001, and 2000, was $5,339,000, $4,517,000, and $3,840,000, respectively.

       Premises used by certain of the Company's branches and offices are
       occupied under formal operating lease arrangements. The leases expire on
       various dates through 2021. Minimum annual rentals by fiscal year are
       summarized in the following table:


<Table>
<S>                                                   <C>
2003                                                  $        1,955
2004                                                           1,729
2005                                                           1,414
2006                                                           1,124
2007                                                             881
Thereafter                                                     3,698
                                                      --------------
                                                      $       10,801
                                                      ==============
</Table>



       Rental expense for the years ended June 30, 2002, 2001, and 2000, was
       $2,535,000, $2,237,000, and $1,962,000, respectively.

(10)   DEPOSITS

       Deposit balances at June 30, 2002 and 2001, are shown in the table below:



<Table>
<Caption>
                                             2002            2001
                                         ------------    ------------
<S>                                      <C>             <C>
Savings accounts                         $    698,336         455,031
Interest-bearing checking accounts            429,339         378,334
Noninterest-bearing checking accounts         176,243         144,246
Money market deposit accounts                 407,974         208,220
Certificates of deposit                     1,881,230       2,079,109
                                         ------------    ------------
                                         $  3,593,122       3,264,940
                                         ============    ============
</Table>





                                                                     (Continued)

                                       75
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)


       The aggregate amount of certificates of deposit with a minimum
       denomination of $100,000 was approximately $289,430,000 at June 30, 2002
       and $300,709,000 at June 30, 2001.

       The following table summarizes the contractual maturity of the
       certificate accounts:

<Table>
<Caption>
                                    2002            2001
                                ------------    ------------
<S>                             <C>             <C>
Due within 12 months            $  1,046,783       1,691,033
Due between 12 and 24 months         344,372         243,675
Due between 24 and 36 months         197,850          70,022
Due between 36 and 48 months         179,749          47,690
Due between 48 and 60 months         103,500          16,191
After 60 months                        8,976          10,498
                                ------------    ------------
                                $  1,881,230       2,079,109
                                ============    ============
</Table>


       The following table summarizes the interest expense incurred on the
respective deposits:

<Table>
<Caption>
                                                  YEARS ENDED JUNE 30
                                      --------------------------------------------
                                          2002            2001            2000
                                      ------------    ------------    ------------
<S>                                   <C>             <C>             <C>
Savings accounts                      $     15,473          13,501          13,650
Interest-bearing checking accounts           4,747           4,612           4,559
Money market deposit accounts                9,019           6,929           6,855
Certificate accounts                        99,765         115,839          90,386
                                      ------------    ------------    ------------
                                      $    129,004         140,881         115,450
                                      ============    ============    ============
</Table>






                                                                     (Continued)

                                       76
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)


(11)   BORROWED FUNDS

       Borrowed funds at June 30, 2002 and 2001, are presented in the following
table:

<Table>
<Caption>
                                                             2002                           2001
                                                 ----------------------------    ----------------------------
                                                                    AVERAGE                        AVERAGE
                                                    AMOUNT           RATE           AMOUNT           RATE
                                                 ------------    ------------    ------------    ------------
<S>                                              <C>             <C>             <C>             <C>
Term notes payable to the FHLB of Pittsburgh:
        Due within one year                      $     34,200    %       6.04    $      8,000    %       6.15
        Due between one and two years                     150            4.00          34,200            6.04
        Due between two and three years                25,000            6.05             150            4.00
        Due between three and four years                   --              --          25,000            6.05
        Due between four and five years                    --              --              --              --
        Due between five and ten years                175,000            5.13         175,000            5.13
        Due between ten and twenty years                1,150            2.75           1,202            2.75
                                                 ------------                    ------------
                                                      235,500            5.35         243,552            5.37
Revolving line of credit, Federal
     Home Loan Bank of Pittsburgh                          --              --           2,000            4.11
Other borrowings due between
     one and two years                                    180           10.00             180           10.00
Investor notes payable, due
     various dates through 2006                         6,414            6.53           6,315            6.55
Securities sold under agreement to
     Repurchase, due various dates
     through fiscal 2003                               17,166            1.98          24,165            4.47
                                                 ------------                    ------------
                 Total borrowed funds            $    259,260                    $    276,212
                                                 ============                    ============
</Table>


       Borrowings from the Federal Home Loan Bank of Pittsburgh are secured by
       the Company's investment securities, mortgage-backed securities and
       qualifying residential first mortgage loans. Certain of these borrowings
       are subject to restrictions or penalties in the event of prepayment.

       The revolving line of credit with the Federal Home Loan Bank of
       Pittsburgh carries a commitment of $175,000,000 maturing on January 2,
       2003. The rate is adjusted daily by the Federal Home Loan Bank and any
       borrowings on this line may be repaid at any time without penalty.

       The securities sold under agreements to repurchase are collateralized by
       various securities held in safekeeping by the Federal Home Loan Bank of
       Pittsburgh. The market value of such securities exceeds the value of the
       securities sold under agreements to repurchase. The average amount of
       agreements outstanding in fiscal years 2002 and 2001 was $14,841,000 and
       $24,059,000, respectively. The maximum amount of security repurchase
       agreements outstanding during fiscal years 2002 and 2001 was $19,568,000
       and $28,997,000, respectively.





                                                                     (Continued)

                                       77
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)


(12)   INCOME TAXES

       Total income tax was allocated for the years ended June 30, 2002, 2001,
and 2000, as follows:


<Table>
<Caption>
                                                     2002             2001             2000
                                                ------------     ------------     ------------
<S>                                             <C>              <C>              <C>
Income before income taxes                      $     16,600           12,699           13,910
Shareholders' equity for unrealized gain/
     (loss) on securities available-for-sale           1,636            4,455           (3,951)
Shareholders' equity for tax benefit for
     excess of fair value above cost of
     stock option and recognition and
     retention plans                                    (135)             (33)            (162)
                                                ------------     ------------     ------------
                                                $     18,101           17,121            9,797
                                                ============     ============     ============
</Table>


       Income tax expense (benefit) applicable to income before taxes consists
of:



<Table>
<Caption>
                        YEARS ENDED JUNE 30
            ---------------------------------------------
                2002            2001             2000
            ------------    ------------     ------------
<S>         <C>             <C>              <C>
Current     $     14,981          14,002           15,601
Deferred           1,619          (1,303)          (1,691)
            ------------    ------------     ------------
            $     16,600          12,699           13,910
            ============    ============     ============
</Table>


       The significant components of deferred income tax expense (benefit) are
as follows:


<Table>
<Caption>
                                                   JUNE 30
                               ----------------------------------------------
                                   2002             2001             2000
                               ------------     ------------     ------------
<S>                            <C>              <C>              <C>
Deferred income tax benefit    $      1,058           (1,473)          (1,768)
NOL carryforward                        561              170               77
                               ------------     ------------     ------------
                               $      1,619           (1,303)          (1,691)
                               ============     ============     ============
</Table>


       A reconciliation from the expected federal statutory income tax rate to
       the effective rate, expressed as a percentage of pretax income, is as
       follows:

<Table>
<Caption>
                                                          YEARS ENDED JUNE 30
                                            ----------------------------------------------
                                               2002             2001             2000
                                            ------------     ------------     ------------
<S>                                         <C>              <C>              <C>
Expected tax rate                           %       35.0             35.0             35.0
Tax-exempt interest income                          (4.9)            (5.5)            (4.4)
State income tax, net of federal benefit             2.5              3.6              4.2
Valuation allowance                                 (0.9)            (0.3)            (0.1)
Other                                               (1.3)            (0.6)            (0.9)
                                            ------------     ------------     ------------
                 Effective tax rate         %       30.4             32.2             33.8
                                            ============     ============     ============
</Table>





                                                                     (Continued)

                                       78
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)


       The tax effects of temporary differences that give rise to significant
       portions of the deferred tax assets and deferred tax liabilities at June
       30, 2002 and 2001, are presented below:



<Table>
<Caption>
                                                     2002            2001
                                                 ------------    ------------
<S>                                              <C>             <C>
Deferred tax assets:
     Deferred fee income                         $        837             907
     Deferred compensation expense                      1,372           1,221
     Net operating loss carryforwards                      36             597
     Bad debts                                          5,173           4,880
     Accrued postretirement benefit cost                  406             447
     Pension expense                                      567             517
     Other                                                525           2,100
                                                 ------------    ------------
                                                        8,916          10,669
     Valuation allowance                                   --            (492)
                                                 ------------    ------------
                                                        8,916          10,177
Deferred tax liabilities:
     Marketable securities available-for-sale           3,347           1,711
     Other                                                894             536
                                                 ------------    ------------
                                                        4,241           2,247
                                                 ------------    ------------
                 Net deferred tax asset          $      4,675           7,930
                                                 ============    ============
</Table>


       The Company has revised the valuation allowance on the net operating loss
       carryforward related to Jamestown. The Company has determined that no
       valuation allowance is necessary for the deferred tax assets because it
       is more likely that these assets will be realized through carryback to
       taxable income in prior years, future reversals of existing temporary
       differences and, to a lesser extent, through future taxable income. The
       Company will continue to review the criteria related to the recognition
       of deferred tax assets on a quarterly basis.

       Under provisions of the Internal Revenue Code, Northwest has
       approximately $101,000 of net operating losses which expire in years 2006
       through 2020.

(13)   SHAREHOLDERS' EQUITY

       Retained earnings are partially restricted in connection with regulations
       related to the insurance of savings accounts which require Northwest and
       Jamestown to maintain certain statutory reserves. Northwest and Jamestown
       may not pay dividends on or repurchase any of their common stock if the
       effect thereof would reduce retained earnings below the level of adequate
       capitalization as defined by federal and state regulators.

       In tax years prior to fiscal 1997, Northwest was permitted, under the
       Internal Revenue Code (the Code), to deduct an annual addition to a
       reserve for bad debts in determining taxable income, subject to certain
       limitations. Bad debt deductions for income tax purposes are included in
       taxable income of later years only






                                                                     (Continued)

                                       79
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)


       if the bad debt reserve is used subsequently for purposes other than to
       absorb bad debt losses. Because Northwest does not intend to use the
       reserve for purposes other than to absorb losses, no deferred income
       taxes have been provided prior to fiscal 1987. Retained earnings at June
       30, 2002, includes approximately $28,293,000 representing such bad debt
       deductions for which no deferred income taxes have been provided.

(14)   EARNINGS PER SHARE

       Basic earnings per common share (EPS) is computed by dividing net income
       available to common shareholders by the weighted-average number of common
       shares outstanding for the period, without considering common stock
       equivalents or any dilutive items. Diluted EPS reflects the potential
       dilution that could occur if securities or other contracts to issue
       common stock were exercised or converted into common stock or resulted in
       the issuance of common stock that then shared in the earnings of the
       Company. The computation of basic and diluted earnings per share is shown
       in the table below:


<Table>
<Caption>
                                                                             YEARS ENDED JUNE 30
                                                                 --------------------------------------------
                                                                     2002            2001            2000
                                                                 ------------    ------------    ------------
<S>                                                              <C>             <C>             <C>
Reported net income                                              $     40,171          26,777          27,203
        Deduct cumulative effect of accounting change                   2,237              --              --
                                                                 ------------    ------------    ------------
Net income before cumulative effect of accounting change         $     37,934          26,777          27,203
                                                                 ============    ============    ============
Weighted average common shares outstanding                             47,479          47,392          47,305
Common stock equivalents due to effect of stock
     options                                                              511             357             268
                                                                 ------------    ------------    ------------
                 Total weighted average common
                    shares and equivalents                             47,990          47,749          47,573
                                                                 ============    ============    ============
Basic earnings per share:
     Reported net income                                         $       0.85            0.57            0.58
        Deduct cumulative effect of accounting change                    0.05              --              --
                                                                 ------------    ------------    ------------
     Net income before cumulative effect of accounting change    $       0.80            0.57            0.58
                                                                 ============    ============    ============
Diluted earnings per share:
     Reported net income                                         $       0.84            0.56            0.57
        Deduct cumulative effect of accounting change                    0.05              --              --
                                                                 ------------    ------------    ------------
     Net income before cumulative effect of accounting change    $       0.79            0.56            0.57
                                                                 ============    ============    ============
</Table>


(15)   EMPLOYEE BENEFIT PLANS

       (a)    PENSION PLANS

              The Company maintains noncontributory defined benefit pension
              plans covering substantially all employees and the members of its
              board of directors. Retirement benefits are based on certain
              compensation levels, age, and length of service. Contributions are
              based on an actuarially determined amount to fund not only
              benefits attributed to service to date but also for those expected
              to be earned






                                                                     (Continued)

                                       80
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)


              in the future. In addition, the Company has an unfunded
              Supplemental Executive Retirement Plan (SERP) to compensate those
              executive participants eligible for the Company's defined benefit
              pension plan whose benefits are limited by Section 415 of the Code
              of the Internal Revenue Service.

              The Company also sponsors a retirement savings plan in which
              substantially all employees participate. The Company provides a
              matching contribution of 50% of each employee's contribution to a
              maximum of 6% of the employee's compensation.

              Total expense for all retirement plans, including defined benefit
              pension plans, was approximately $3,186,000, $2,652,000, and
              $2,310,000 for the years ended June 30, 2002, 2001, and 2000,
              respectively. Net periodic pension cost for the Company's defined
              benefit pension plans consist of the following:

<Table>
<Caption>
                                                           YEARS ENDED JUNE 30
                                              ----------------------------------------------
                                                  2002             2001             2000
                                              ------------     ------------     ------------
<S>                                           <C>              <C>              <C>
Service cost                                  $      2,195            1,913            1,625
Interest cost                                        1,940            1,693            1,444
Expected return on plan assets                      (1,800)          (1,698)          (1,491)
Net amortization and deferral                          109               60               55
                                              ------------     ------------     ------------
                 Net periodic pension cost    $      2,444            1,968            1,633
                                              ============     ============     ============
</Table>






                                                                     (Continued)

                                       81
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)


              The following table sets forth, for the Company's defined benefit
              pension plans, the plans' funded status and amounts recognized in
              the Company's consolidated statements of financial condition at
              June 30, 2002 and 2001:


<Table>
<Caption>
                                                           2002             2001
                                                       ------------     ------------
<S>                                                    <C>              <C>
Change in benefit obligation:
     Benefit obligation at beginning of year           $     27,953           24,407
     Service cost                                             2,195            1,913
     Interest cost                                            1,940            1,693
     Actuarial loss                                           1,758              394
     Benefits paid                                             (626)            (454)
                                                       ------------     ------------
     Benefit obligation at end of year                 $     33,220           27,953
                                                       ============     ============
Change in plan assets:
     Fair value of plan assets at beginning of year          22,736           21,454
     Actual return on plan assets                               (67)            (216)
     Employer contribution                                    2,202            1,952
     Benefits paid                                             (626)            (454)
                                                       ------------     ------------
     Fair value of plan assets at end of year          $     24,245           22,736
                                                       ============     ============
     Funded status                                           (8,975)          (5,217)
     Unrecognized transition asset                             (218)            (258)
     Unrecognized prior service cost                            518              612
     Unrecognized net actuarial loss                          7,079            3,510
     Adjustment to recognize minimum liability                 (158)            (151)
                                                       ------------     ------------
                 Accrued benefit cost                  $     (1,754)          (1,504)
                                                       ============     ============
</Table>


              The following table sets forth the assumptions used to develop the
              preceding information for the net pension cost and benefits:


<Table>
<Caption>
                                                           YEARS ENDED JUNE 30
                                               --------------------------------------------
                                                   2002            2001            2000
                                               ------------    ------------    ------------
<S>                                            <C>             <C>             <C>
Discount rate                                  %       6.75            7.00            7.00
Expected long-term rate of return on assets            8.00            8.00            8.00
Rate increase in compensation levels                   4.00            4.00            4.00
</Table>


              Assets of the Company's qualified noncontributory defined benefit
              plan consists primarily of equity and fixed income securities.

       (b)    POSTRETIREMENT HEALTHCARE PLAN

              In addition to pension benefits, the Company provides
              postretirement healthcare benefits for certain employees who were
              employed by the Company as of October 1, 1993, and were at least
              55 years of age on that date. The Company accounts for these
              benefits in accordance with Statement of Financial Accounting
              Standards No. 106, Employers' Accounting for Postretirement
              Benefits Other than




                                                                     (Continued)

                                       82
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)


              Pensions (SFAS 106). SFAS 106 requires the accrual method of
              accounting for postretirement benefits other than pensions.

              Net periodic cost for the Company's postretirement healthcare
              benefits consist of the following:


<Table>
<Caption>
                                                            YEARS ENDED JUNE 30
                                                ----------------------------------------------
                                                     2002             2001             2000
                                                ------------     ------------     ------------
<S>                                             <C>              <C>              <C>
Service cost                                    $          7               12               32
Interest cost                                             56               65               72
Recognized actuarial gain                               (178)             (48)              --
                                                ------------     ------------     ------------
                 Net periodic (benefit) cost    $       (115)              29              104
                                                ============     ============     ============
</Table>


              The following table sets forth the funded status of the Company's
              postretirement healthcare benefit plan and the amounts recognized
              in the Company's consolidated statements of financial condition at
              June 30, 2002 and 2001:



<Table>
<Caption>
                                                     2002             2001
                                                ------------     ------------
<S>                                             <C>              <C>
Change in benefit obligation:
     Benefit obligation at beginning of year    $        837              968
     Service cost                                          7               12
     Interest cost                                        56               65
     Actuarial (gain) loss                               214             (166)
     Benefits paid                                      (121)             (42)
                                                ------------     ------------
     Benefit obligation at end of year                   993              837
Fair value of plan assets at end of year                  --               --
                                                ------------     ------------
Funded status                                           (993)            (837)
Unrecognized net actuarial (gain) loss                   130             (262)
                                                ------------     ------------
                 Accrued benefit cost           $       (863)          (1,099)
                                                ============     ============
</Table>


              The assumptions used to develop the preceding information for
              postretirement healthcare benefits are as follows:


<Table>
<Caption>
                                                            YEARS ENDED JUNE 30
                                               --------------------------------------------
                                                   2002            2001            2000
                                               ------------    ------------    ------------
<S>                                            <C>             <C>             <C>
Discount rate                                  %       6.75            7.00            7.00
Monthly cost of healthcare insurance
     per beneficiary                           $     141.41          117.31          134.26
Annual rate of increase in healthcare costs    %       4.00            4.00            4.00
</Table>


              If the assumed rate of increase in healthcare costs was increased
              by one percentage point to 5% from the level of 4% presented
              above, the service and interest cost components of net periodic



                                                                     (Continued)

                                       83
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)


              postretirement healthcare benefit cost would increase by $6,109,
              in the aggregate, and the accumulated postretirement benefit
              obligation for healthcare benefits would increase by $88,172.

       (c)    EMPLOYEE STOCK OWNERSHIP PLAN

              The Company has continued its previously leveraged employee stock
              ownership plan (ESOP) for employees who have attained age 21 and
              who have completed a 12-month period of employment with the
              Company during which they worked at least 1,000 hours. The Company
              now makes annual contributions to the ESOP at the board's
              discretion based on current year earnings. Company shares are then
              purchased periodically in the open market and allocated to
              employee accounts based on each employee's relative portion of the
              Company's total eligible compensation recorded during the year.

              ESOP compensation expense was $871,000, $831,000, and $909,000 for
              the fiscal years ended June 30, 2002, 2001, and 2000,
              respectively.

       (d)    RECOGNITION AND RETENTION PLAN

              On November 21, 1995, the Company established a Recognition and
              Retention Plan for Employees and Outside Directors (RRP). The
              objective of the RRP was to enable the Company to provide
              directors, officers and employees with a proprietary interest in
              the Company as an incentive to contribute to its success. The
              number of common shares issued and granted under the RRP was
              552,000 (total market value of $3,243,000 at issuance date).
              Shares of common stock granted pursuant to the RRP were in the
              form of restricted stock and generally are payable over a
              five-year period at the rate of 20% per year, commencing on the
              date of the award grant. Compensation expense, in the amount of
              the fair market value of the common stock at the date of the
              grant, was recognized pro rata over the five years during which
              the shares were payable. The recipients are entitled to all voting
              and other shareholder rights, except that the shares, while
              restricted, may not be sold, pledged or otherwise disposed of and
              are required to be held in a trust.

       (e)    STOCK OPTION PLAN

              On November 21, 1995, the Company adopted the 1995 Stock Option
              Plan. The objective of the Stock Option Plan is to provide an
              additional performance incentive to the Company's employees and
              outside directors. The Stock Option Plan authorized the grant of
              stock options and limited stock appreciation rights for 1,380,000
              shares of the Company's common stock. On December 20, 1995, the
              Company granted 242,000 nonstatutory stock options to its outside
              directors at an exercise price of $5.58 per share (95% of the
              Company's common stock fair market value per share at grant date)
              and 923,200 incentive stock options to employees at an exercise
              price of $5.875 per share. On March 22, 1996, the Company granted
              122,800 incentive stock options to employees at an exercise price
              of $5.625 per share. On December 16, 1998, the Company granted
              15,086 incentive stock options to employees at an exercise price
              of $9.875 per share. On October 20, 1999, the Company granted
              57,700 incentive stock options to employees at an exercise price
              of $7.812 per share. On June 21, 2000, the Company granted the
              remaining 19,214 incentive stock options as well as 9,186
              previously forfeited options at an exercise price of $6.875 per
              share. On November 17, 2000, the Company adopted the 2000 Stock
              Option Plan. This Plan authorized the grant of stock options and
              limited stock rights for 800,000 shares of the Company's common
              stock. On October 17, 2001 the





                                                                     (Continued)

                                       84
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)


              Company granted 94,000 nonstatutory stock options to its outside
              directors and 143,845 incentive stock options to employees at an
              exercise price of $9.780 per share. These options are exercisable
              for a period of ten years from the grant date with each recipient
              vesting at the rate of 20% per year commencing with the grant
              date.

              The following table summarizes the activity in the Company's
              Option Plan during the periods ending June 30:




<Table>
<Caption>
                                       2002                                2001                              2000
                          -----------------------------       -----------------------------    -----------------------------
                                             WEIGHTED                            WEIGHTED                         WEIGHTED
                                              AVERAGE                             AVERAGE                          AVERAGE
                                             EXERCISE                            EXERCISE                         EXERCISE
                             NUMBER           PRICE              NUMBER           PRICE           NUMBER            PRICE
                          ------------     ------------       ------------     ------------    ------------     ------------
<S>                       <C>              <C>                <C>              <C>             <C>              <C>
Balance at
     beginning of year       1,132,716     $       6.00          1,228,331     $       5.98       1,155,951     $       5.86
Granted                        237,845             9.78(a)              --               --          86,100             7.50(a)
Exercised                     (166,569)            5.86            (84,815)            5.68         (11,480)            5.84
Forfeited                       (7,712)            8.15            (10,800)            5.91          (2,240)            5.68
                          ------------                        ------------                     ------------
Balance at end of year       1,196,280             6.76          1,132,716             6.00       1,228,331             5.98
                          ============                        ============                     ============
Exercisable at end
     of year                   975,119             6.15          1,046,750             5.86         904,925             5.84
</Table>



              (a) Weighted average fair value of options at grant date: $2.48
              and $2.70, respectively.


<Table>
<Caption>
                          EXERCISE     EXERCISE     EXERCISE       EXERCISE     EXERCISE      EXERCISE      EXERCISE
                           PRICE        PRICE         PRICE         PRICE         PRICE         PRICE         PRICE         TOTAL
                          $ 5.580      $ 5.625      $ 5.875        $ 6.875      $ 7.812       $ 9.780        $ 9.875       $ 6.760
                        ----------  ------------  ------------  ------------  ------------  ------------  ------------  ------------
<S>                     <C>         <C>           <C>           <C>           <C>           <C>           <C>           <C>
Options outstanding:
  Number of options         83,200        61,860       724,509        25,860        52,480       233,585        14,786     1,196,280
  Weighted average
    remaining contract
    life (years)              3.50          3.75          3.50          8.00          7.25          9.25          6.50          4.93
Options exercisable:
  Number of options         83,200        61,860       724,509        15,516        31,488        46,717        11,829       975,119
</Table>





                                                                     (Continued)

                                       85
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)


              The Company applies APB Opinion No. 25 and related interpretations
              in accounting for its plans. Had compensation costs for the Stock
              Option Plan been determined consistent with the fair value method
              of SFAS 123, Accounting for Stock-Based Compensation, which
              permits entities to expense an estimated fair value of employee
              stock options granted, the Company's net income and earnings per
              share would have been reduced to the pro forma amounts indicated
              below:

<Table>
<Caption>
                                   2002            2001            2000
                               ------------    ------------    ------------
<S>                            <C>             <C>             <C>
Net income:
     As reported               $     40,171          26,777          27,203
     Pro forma                       40,045          26,580          26,899
Basic earnings per share:
     As reported                       0.85            0.57            0.58
     Pro forma                         0.84            0.56            0.57
Diluted earnings per share:
     As reported                       0.84            0.56            0.57
     Pro forma                         0.83            0.56            0.57
</Table>


              The fair value of each option grant is estimated on the date of
              grant using the Black-Scholes option-pricing model with the
              following weighted average assumptions: (1) dividend yields
              ranging from 1.60% to 2.50%; (2) expected volatility of 18% to
              33%; (3) risk-free interest rates ranging from 4.50% to 6.50%; and
              (4) expected lives of seven years. The effects of applying SFAS
              No. 123 may not be representative of the effects on reported net
              income in future years.

(16)   DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

       SFAS No. 107, Disclosure about Fair Value of Financial Instruments (SFAS
       107), requires disclosure of fair value information about financial
       instruments whether or not recognized in the consolidated statement of
       financial condition. SFAS 107 excludes certain financial instruments and
       all nonfinancial instruments from its disclosure requirements.
       Accordingly, the aggregate fair value amounts presented do not represent
       the underlying value of the Company. The carrying amounts reported in the
       consolidated statement of financial condition approximate fair value for
       the following financial instruments: cash on hand and interest-earning
       deposits in other institutions, accrued interest receivable, accrued
       interest payable, marketable securities available-for-sale, and variable
       rate borrowings.




                                                                     (Continued)

                                       86
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)


       The following table sets forth the carrying amount and estimated fair
       value of the Company's financial instruments included in the consolidated
       statement of financial condition as of June 30:


<Table>
<Caption>
                                                           2002                         2001
                                               ---------------------------   ---------------------------
                                                 CARRYING      ESTIMATED       CARRYING      ESTIMATED
                                                  AMOUNT       FAIR VALUE       AMOUNT       FAIR VALUE
                                               ------------   ------------   ------------   ------------
<S>                                            <C>            <C>            <C>            <C>
Financial assets:
     Cash and equivalents                      $    217,754        217,754         95,966         95,966
     Securities available-for-sale                  435,723        435,723        391,579        391,579
     Securities held-to-maturity                    396,503        398,891        339,331        333,372
     Loans receivable                             3,037,586      3,148,632      2,879,388      2,954,451
     Accrued interest receivable                     19,738         19,738         18,795         18,795
     FHLB stock                                      23,702         23,702         22,499         22,499
                                               ------------   ------------   ------------   ------------
                 Total financial assets        $  4,131,006      4,244,440      3,747,558      3,816,662
                                               ============   ============   ============   ============
Financial liabilities:
     Savings and checking accounts             $  1,711,892      1,711,892      1,185,831      1,185,831
     Time deposits                                1,881,230      1,898,987      2,079,109      2,108,189
     Borrowed funds                                 259,260        270,360        276,212        268,606
     Trust-preferred securities                      99,000        101,496             --             --
     Accrued interest payable                         5,169          5,169          3,720          3,720
                                               ------------   ------------   ------------   ------------
                 Total financial liabilities   $  3,956,551      3,987,904      3,544,872      3,566,346
                                               ============   ============   ============   ============
</Table>



       Fair value estimates are made at a point-in-time, based on relevant
       market data and information about the instrument. The following methods
       and assumptions were used in estimating the fair value of financial
       instruments at June 30, 2002 and 2001.

       MARKETABLE SECURITIES

       Estimated market values are based on quoted market prices, dealer quotes
       and prices obtained from independent pricing services. If a quoted market
       price is not available, fair value is estimated using quoted market
       prices for similar securities. Refer to note 4 of the consolidated
       financial statements for the detail of type of investment products.

       LOANS RECEIVABLE

       Loans with comparable characteristics including collateral and repricing
       structures were segregated for valuation purposes. Each loan pool was
       separately valued utilizing a discounted cash flow analysis. Projected
       monthly cash flows were discounted to present value using a market rate
       for comparable loans. Characteristics of comparable loans included
       remaining term, coupon interest and estimated prepayment speeds.
       Delinquent loans were evaluated separately given the impact delinquency
       has on the projected future cash flow of the loan and the approximate
       discount or market rate.





                                                                     (Continued)

                                       87
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)


       DEPOSIT LIABILITIES

       SFAS 107 defines the estimated fair value of deposits with no stated
       maturity, which includes demand deposits, money market and other savings
       accounts, to be the amount payable on demand. Although market premiums
       paid for depository institutions reflect an additional value for these
       low-cost deposits, SFAS 107 prohibits adjusting fair value for any value
       expected to be derived from retaining those deposits for a future period
       of time or from the benefit that results from the ability to fund
       interest-earning assets with these deposit liabilities. The fair value
       estimates of deposit liabilities do not include the benefit that results
       from the low-cost funding provided by these deposits compared to the cost
       of borrowing funds in the market. Fair values for time deposits are
       estimated using a discounted cash flow calculation that applies
       contractual cost currently being offered in the existing portfolio to
       current market rates being offered locally for deposits of similar
       remaining maturities. The valuation adjustment for the portfolio consists
       of the present value of the difference of these two cash flows,
       discounted at the assumed market rate of the corresponding maturity.

       BORROWED FUNDS

       Variable rate borrowings were estimated to approximate their carrying
       amounts. The fixed rate advances were valued by comparing their
       contractual cost to the prevailing market cost.

       TRUST-PREFERRED SECURITIES

       The fair value of fixed rate trust-preferred securities is based on the
       closing trade price on the last day of the fiscal year. The variable rate
       trust-preferred securities are calculated using the discounted cash flows
       at the prevailing rate of interest.

       OFF-BALANCE SHEET FINANCIAL INSTRUMENTS

       These financial instruments generally are not sold or traded, and
       estimated fair values are not readily available. However, the fair value
       of commitments to extend credit and standby letters of credit is
       estimated using the fees currently charged to enter into similar
       agreements. Commitments to extend credit issued by the Company are
       generally short-term in nature and, if drawn upon, are issued under
       current market terms. At June 30, 2002 and 2001, there was no significant
       unrealized appreciation or depreciation on these financial instruments.

(17)   REGULATORY CAPITAL REQUIREMENTS

       The Company's banking subsidiaries are subject to various regulatory
       capital requirements administered by the federal and state banking
       agencies. Failure to meet minimum capital requirements can initiate
       certain mandatory - and possibly additional discretionary - actions by
       the regulators that, if undertaken, could have a direct material effect
       on the Company's financial statements. Under capital adequacy guidelines
       and the regulatory framework for prompt corrective action, specific
       capital guidelines that involve quantitative measures of assets,
       liabilities, and certain off-balance sheet items as calculated under
       regulatory accounting practices must be met. The capital amounts and
       classification are also subject to qualitative judgments by the
       regulators about components, risk weightings and other factors.





                                                                     (Continued)

                                       88
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)


       Quantitative measures established by regulation to ensure capital
       adequacy require the Company's banking subsidiaries to maintain minimum
       amounts and ratios (set forth in the table below) of total and Tier I
       capital (as defined in the regulations) to risk-weighted assets (as
       defined), and of Tier I capital to average assets (as defined). At June
       30, 2002 and 2001, the Company's banking subsidiaries exceed all capital
       adequacy requirements to which they are subject.

       As of June 14, 2002, the most recent notification from the FDIC
       categorized Northwest and Jamestown as "well capitalized" under the
       regulatory framework for prompt corrective action. To be categorized as
       "well capitalized," the banks must maintain minimum total risk-based,
       Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table.
       There are no conditions or events since that notification that management
       believes have changed the banks' categories.

       The actual, required and well capitalized levels as of June 30, 2002 and
       2001, are as follows: (in thousands)


<Table>
<Caption>
                                                                                JUNE 30, 2002
                                                 -----------------------------------------------------------------------------
                                                                                MINIMUM CAPITAL           WELL CAPITALIZED
                                                          ACTUAL                 REQUIREMENTS               REQUIREMENTS
                                                 -----------------------    -----------------------    -----------------------
                                                   AMOUNT        RATIO        AMOUNT       RATIO         AMOUNT       RATIO
                                                 ----------   ----------    ----------   ----------    ----------   ----------
<S>                                              <C>          <C>           <C>          <C>           <C>          <C>
Total capital (to risk weighted assets):
        Northwest Savings Bank                   $  273,707        12.38%   $  176,932         8.00%   $  221,165        10.00%
        Jamestown Savings Bank                       14,727        11.04        10,673         8.00        13,341        10.00
Tier I capital (to risk weighted assets):
        Northwest Savings Bank                      251,079        11.35        88,466         4.00       132,699         6.00
        Jamestown Savings Bank                       13,765        10.32         5,336         4.00         8,004         6.00
Tier I capital (leverage) (to average assets):
        Northwest Savings Bank                      251,079         6.40       117,617         3.00*      196,029         5.00
        Jamestown Savings Bank                       13,765         5.87         7,035         3.00*       11,725         5.00
</Table>






                                                                     (Continued)

                                       89
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)




<Table>
<Caption>
                                                                                 JUNE 30, 2001
                                                 -----------------------------------------------------------------------------
                                                                                 MINIMUM CAPITAL          WELL CAPITALIZED
                                                          ACTUAL                  REQUIREMENTS              REQUIREMENTS
                                                 -----------------------    -----------------------    -----------------------
                                                   AMOUNT        RATIO        AMOUNT       RATIO         AMOUNT       RATIO
                                                 ----------   ----------    ----------   ----------    ----------   ----------
<S>                                              <C>          <C>           <C>          <C>           <C>          <C>
Total capital (to risk weighted assets):
        Northwest Savings Bank                   $  214,670        10.39%   $  165,364         8.00%   $  206,705        10.00%
        Jamestown Savings Bank                        8,232        10.72         6,142         8.00         7,678        10.00
Tier I capital (to risk weighted assets):
        Northwest Savings Bank                      193,570         9.36        82,682         4.00       124,023         6.00
        Jamestown Savings Bank                        7,596         9.89         3,071         4.00         4,607         6.00
Tier I capital (leverage) (to average assets):
        Northwest Savings Bank                      193,570         5.33       108,916         3.00*      181,526         5.00
        Jamestown Savings Bank                        7,596         5.96         3,821         3.00*        6,368         5.00
</Table>



       *   The FDIC has indicated that the most highly rated institutions which
           meet certain criteria will be required to maintain a ratio of 3%, and
           all other institutions will be required to maintain an additional
           capital cushion of 100 to 200 basis points. As of June 30, 2002, the
           Company had not been advised of any additional requirements in this
           regard.

(18)   CONTINGENT LIABILITIES

       The Company and its subsidiaries are subject to a number of asserted and
       unasserted claims encountered in the normal course of business.
       Management believes that the aggregate liability, if any, that may result
       from such potential litigation will not have a material adverse effect on
       the Company's financial statements.





                                                                     (Continued)

                                       90
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)


(19)   SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)


<Table>
<Caption>
                                                               THREE MONTHS ENDED
                                           ---------------------------------------------------------
                                            SEPTEMBER       DECEMBER        MARCH          JUNE
                                                30             31             31             30
                                           ------------   ------------   ------------   ------------
                                                   (In thousands, except per share data)
<S>                                        <C>            <C>            <C>            <C>
Fiscal 2002:
     Interest income                       $     69,657         68,657         68,783         67,403
     Interest expense                            41,202         38,231         34,491         33,331
                                           ------------   ------------   ------------   ------------
                 Net interest income             28,455         30,426         34,292         34,072
     Provision for loan losses                    1,418          1,473          1,664          1,805
     Noninterest income                           4,663          4,757          3,741          5,012
     Noninterest expenses                        19,790         20,962         21,595         22,177
                                           ------------   ------------   ------------   ------------
                 Income before
                    income taxes and
                    cumulative effect of
                    accounting change            11,910         12,748         14,774         15,102
     Income taxes                                 3,708          3,940          4,696          4,256
                                           ------------   ------------   ------------   ------------
                 Income before
                    cumulative effect of
                    accounting change             8,202          8,808         10,078         10,846
     Cumulative effect of accounting
        change                                    2,237             --             --             --
                                           ------------   ------------   ------------   ------------
                 Net income                $     10,439          8,808         10,078         10,846
                                           ============   ============   ============   ============
Basic per share amounts:
     Income before cumulative effect
        of accounting change               $       0.17           0.19           0.21           0.23
     Cumulative effect of accounting
        change                                     0.05             --             --             --
                                           ------------   ------------   ------------   ------------
                 Net income                $       0.22           0.19           0.21           0.23
                                           ============   ============   ============   ============
Diluted per share amounts:
     Income before cumulative effect
        of accounting change               $       0.17           0.18           0.21           0.23
     Cumulative effect of accounting
        change                                     0.05             --             --             --
                                           ------------   ------------   ------------   ------------
                 Net income                $       0.22           0.18           0.21           0.23
                                           ============   ============   ============   ============
</Table>






                                                                     (Continued)

                                       91
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)




<Table>
<Caption>
                                                           THREE MONTHS ENDED
                                       ---------------------------------------------------------
                                        SEPTEMBER       DECEMBER        MARCH           JUNE
                                            30             31             31             30
                                       ------------   ------------   ------------   ------------
                                               (In thousands, except per share data)
<S>                                    <C>            <C>            <C>            <C>
Fiscal 2001:
     Interest income                   $     64,266         67,499         68,544         69,121
     Interest expense                        36,435         39,762         40,143         40,982
                                       ------------   ------------   ------------   ------------
                 Net interest income         27,831         27,737         28,401         28,139
     Provision for loan losses                1,295          1,135          1,249          1,668
     Noninterest income                       3,198          3,460          3,391          5,005
     Noninterest expenses                    19,415         20,440         20,766         21,718
                                       ------------   ------------   ------------   ------------
                 Income before
                    income taxes             10,319          9,622          9,777          9,758
     Income taxes                             3,529          3,179          3,140          2,851
                                       ------------   ------------   ------------   ------------
                 Net income            $      6,790          6,443          6,637          6,907
                                       ============   ============   ============   ============
Basic earnings per share               $       0.14           0.14           0.14           0.15
                                       ============   ============   ============   ============
Diluted earnings per share             $       0.14           0.14           0.14           0.14
                                       ============   ============   ============   ============
</Table>





(20)   COMPONENTS OF COMPREHENSIVE INCOME

       For the year ended June 30:





<Table>
<Caption>
                                                     2002            2001            2000
                                                 ------------    ------------    ------------
<S>                                              <C>             <C>             <C>
Unrealized gain (loss) on marketable
     securities available-for-sale               $      4,674          12,502         (10,852)
Tax (expense) benefit                                  (1,636)         (4,373)          4,047
Reclassification adjustment for (gains) losses
     included in net income, net of tax
     of $-0-, $(82), and $149, respectively                --             153            (277)
                                                 ------------    ------------    ------------
                  Net unrealized gain (loss)     $      3,038           8,282          (7,082)
                                                 ============    ============    ============
</Table>





                                                                     (Continued)

                                       92
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)


(21)   NORTHWEST BANCORP, INC. (PARENT COMPANY ONLY)

                        Statements of Financial Condition

                             (Amounts in thousands)





<Table>
<Caption>
                                                                        JUNE 30
                                                              ---------------------------
                                ASSETS                            2002           2001
                                                              ------------   ------------
<S>                                                           <C>            <C>
Cash and cash equivalents                                     $     63,871            393
Marketable securities available-for-sale                             4,231          4,192
Investment in bank subsidiaries                                    345,977        268,562
Goodwill                                                             2,138          2,138
Other assets                                                         4,133            441
                                                              ------------   ------------
                 Total assets                                 $    420,350        275,726
                                                              ============   ============
                 LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
     Debentures payable                                       $    102,062             --
     Other liabilities                                               1,648             13
                                                              ------------   ------------
                 Total liabilities                                 103,710             13
Shareholders' equity                                               316,640        275,713
                                                              ------------   ------------
                 Total liabilities and shareholders' equity   $    420,350        275,726
                                                              ============   ============
</Table>




                                                                     (Continued)

                                       93
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)


                              Statements of Income



<Table>
<Caption>
                                                         YEARS ENDED JUNE 30
                                             -------------------------------------------
                                                 2002            2001           2000
                                             ------------    ------------   ------------
<S>                                          <C>             <C>            <C>
Income:
     Interest income                         $      1,313             212            256
     Dividends from bank subsidiary                 1,250           6,500          6,350
     Undistributed earnings from equity
        investment in bank subsidiaries            41,204          20,367         20,779
     Gain on sale of marketable securities
        available-for-sale                             --             142             39
     Other income                                       8             351            869
                                             ------------    ------------   ------------
                 Total income                      43,775          27,572         28,293
Expense:
     Compensation and benefits                        302             462            674
     Goodwill amortization                             --             304            307
     Other expense                                     77              29             34
     Interest expense                               4,567              --             --
                                             ------------    ------------   ------------
                 Total expense                      4,946             795          1,015
                                             ------------    ------------   ------------
                 Net income before taxes           38,829          26,777         27,278
Federal and state income taxes                     (1,342)             --             75
                                             ------------    ------------   ------------
                 Net income                  $     40,171          26,777         27,203
                                             ============    ============   ============
</Table>





                                                                     (Continued)

                                       94
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)


                            Statements of Cash Flows


<Table>
<Caption>
                                                                       YEARS ENDED JUNE 30
                                                            --------------------------------------------
                                                                2002            2001            2000
                                                            ------------    ------------    ------------
<S>                                                         <C>             <C>             <C>
Operating activities:
     Net income                                             $     40,171          26,777          27,203
     Adjustments to reconcile net income to net cash
        provided (used) by operating activities:
           Undistributed earnings of subsidiaries                (41,204)        (20,367)        (20,779)
           Depreciation and amortization                              (1)            304             325
           Noncash compensation expense related to
              stock benefit plans                                     57               7           1,145
           Gain on sale of marketable securities
              available-for-sale                                      --            (142)            (39)
           Net change in other assets and liabilities             (2,071)            432            (454)
                                                            ------------    ------------    ------------
                 Net cash provided (used) by operating
                    activities                                    (3,048)          7,011           7,401
                                                            ------------    ------------    ------------
Investing activities:
     Additional investment in subsidiaries                       (33,062)             --              --
     Principal payments on loans                                      --              --            (561)
     Purchase of marketable securities available-for-sale             --             (69)           (497)
     Proceeds from sale of marketable securities
        available-for-sale                                            --             538           1,261
                                                            ------------    ------------    ------------
                 Net cash provided (used) by investing
                    activities                                   (33,062)            469             203
                                                            ------------    ------------    ------------
Financing activities:
     Cash dividends paid                                          (2,906)         (7,582)         (7,577)
     Proceeds from issuance of debentures                        102,062              --              --
     Proceeds from options exercised                                 432             308              20
                                                            ------------    ------------    ------------
                 Net cash provided (used) by financing
                    activities                                    99,588          (7,274)         (7,557)
                                                            ------------    ------------    ------------
                 Net increase in cash and cash
                    equivalents                             $     63,478             206              47
                                                            ============    ============    ============
Cash and cash equivalents at beginning of year                       393             187             140
Net increase (decrease) in cash and cash equivalents              63,478             206              47
                                                            ------------    ------------    ------------
Cash and cash equivalents at end of year                    $     63,871             393             187
                                                            ============    ============    ============
</Table>





                                                                     (Continued)

                                       95
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)


(22)   BUSINESS SEGMENTS

       The Company has identified two reportable business segments based upon
       the operating approach currently used by management. The Community Banks
       segment includes the two savings bank subsidiaries of the Company,
       Northwest Savings Bank and Jamestown Savings Bank, as well as the
       subsidiaries of the savings banks that provide similar products and
       services. The savings banks are community-oriented institutions that
       offer a full array of traditional deposit and loan products, including
       mortgage, consumer and commercial loans, as well as trust, investment
       management, actuarial and benefit plan administration, and brokerage
       services typically offered by a full service financial institution. The
       Consumer Finance segment is comprised of Northwest Consumer Discount
       Company, a subsidiary of Northwest Savings Bank, that operates
       forty-seven offices in Pennsylvania and two in southwestern New York.
       This subsidiary compliments the services of the banks by offering
       personal installment loans for a variety of consumer and real estate
       products. This activity is funded primarily through its intercompany
       borrowing relationship with Northwest Savings Bank. Net income is
       primarily used by management to measure segment performance. The
       following tables provide financial information for these segments. The
       All Other column represents the parent company, other nonbank
       subsidiaries, and elimination entries necessary to reconcile to the
       consolidated amounts presented in the financial statements.



<Table>
<Caption>
   AT OR FOR THE FISCAL YEAR ENDED        COMMUNITY       CONSUMER         ALL
      JUNE 30, 2002 ($ IN 000'S)            BANKS         FINANCE         OTHER*       CONSOLIDATED
--------------------------------------   ------------   ------------   ------------    ------------
<S>                                      <C>            <C>            <C>             <C>
External interest income                 $    255,014         19,274            212         274,500
Intersegment interest income                    6,710             --         (6,710)             --
Interest expense                              143,273          7,234         (3,252)        147,255
Provision for loan losses                       3,180          3,180             --           6,360
Noninterest income                             16,921          1,252             --          18,173
Noninterest expense                            77,125          7,020            379          84,524
Income tax expense (benefit)                   16,657          1,285         (1,342)         16,600
Cumulative effect of accounting change          2,237             --             --           2,237
Net income                                     40,647          1,807         (2,283)         40,171
Total assets                                4,165,605        129,608         10,322       4,305,535
</Table>





                                                                     (Continued)

                                       96
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)





<Table>
<Caption>
    AT OR FOR THE FISCAL YEAR ENDED         COMMUNITY       CONSUMER         ALL
       JUNE 30, 2001 ($ IN 000'S)             BANKS          FINANCE        OTHER*       CONSOLIDATED
----------------------------------------   ------------   ------------   ------------    ------------
<S>                                        <C>            <C>            <C>             <C>
External interest income                   $    248,957         20,253            220         269,430
Intersegment interest income                     10,605             --        (10,605)             --
Interest expense                                156,850         11,084        (10,612)        157,322
Provision for loan losses                         2,580          2,767             --           5,347
Noninterest income                               13,336          1,576            142          15,054
Noninterest expense                              75,467          6,413            459          82,339
Income tax expense (benefit)                     11,988            711             --          12,699
Net income                                       26,013            854            (90)         26,777
Total assets                                  3,709,253        137,151          6,427       3,852,831
</Table>






<Table>
<Caption>
    AT OR FOR THE FISCAL YEAR ENDED         COMMUNITY       CONSUMER         ALL
       JUNE 30, 2000 ($ IN 000'S)             BANKS         FINANCE         OTHER*       CONSOLIDATED
----------------------------------------   ------------   ------------   ------------    ------------
<S>                                        <C>            <C>            <C>             <C>
External interest income                   $    220,925         18,547            252         239,724
Intersegment interest income                      9,334             --         (9,334)             --
Interest expense                                131,659          9,784         (9,344)        132,099
Provision for loan losses                         2,031          2,118             --           4,149
Noninterest income                                9,562          1,670             39          11,271
Noninterest expense                              67,936          5,545            153          73,634
Income tax expense (benefit)                     12,640          1,195             75          13,910
Net income                                       25,555          1,575             73          27,203
Total assets                                  3,267,069        133,501          6,722       3,407,292
</Table>


       * Eliminations consist of intercompany interest income and interest
       expense.

(23)   GUARANTEED PREFERRED BENEFICIAL INTERESTS IN COMPANY'S JUNIOR
       SUBORDINATED DEFERRABLE INTEREST DEBENTURES (TRUST-PREFERRED SECURITIES)

       During fiscal 2002 the Company formed two wholly owned Delaware statutory
       business trusts, Northwest Capital Trust I and Northwest Bancorp
       Statutory Trust I (the Trusts). These trusts were formed solely to issue
       preferred securities to third parties for cash, issue common securities
       to the Company in exchange for capitalization of the trusts, invest the
       proceeds from the sale of trust securities in an equivalent amount of
       debentures of the Company and engage in other activities that are
       incidental to those previously listed.






                                                                     (Continued)

                                       97
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)


       Northwest Capital Trust I issued 2,760,000 of 8.75% Cumulative Trust
       Preferred Securities through a public offering on November 30, 2001
       (liquidation value of $25 per preferred security or $69,000,000) with a
       stated maturity of December 31, 2031. The securities trade on the Nasdaq
       Stock Market under the symbol NWSBP. Northwest Bancorp Statutory Trust I
       issued 30,000 Cumulative Trust Preferred Securities in a private
       transaction to a pooled investment vehicle on December 18, 2001
       (liquidation value of $1,000 per preferred security or $30,000,000) with
       a stated maturity of December 23, 2031 and a floating rate of interest,
       which is reset quarterly, equal to three month LIBOR plus 3.60%. The
       trust-preferred securities qualify as regulatory Tier I capital and the
       cash distributions are tax deductible. For financial reporting purposes,
       the trusts are included in the consolidated financial statements of the
       Company. The trust-preferred securities are presented as a separate line
       item on the Consolidated Statements of Financial Condition and the
       distributions are included with interest expense on borrowed funds on the
       Consolidated Statements of Income.

       The Trusts have invested the proceeds of the offerings in junior
       subordinated deferrable interest debentures issued by the Company. The
       structure of these debentures mirror the structure of the trust-preferred
       securities. Northwest Capital Trust I holds $71,134,025 of the Company's
       8.75% junior subordinated debentures, due December 31, 2031. Northwest
       Bancorp Statutory Trust I holds $30,928,000 of the Company's junior
       subordinated debentures due December 23, 2031 with a floating rate of
       interest, reset quarterly, of three-month LIBOR plus 3.60%. The rate in
       effect at June 30, 2002 was 5.48%. These subordinated debentures are the
       sole assets of the trusts. The Company will use the proceeds from the
       sale of the debentures for general corporate purposes, including capital
       contributions to its banking subsidiaries to support their growth
       strategies.

       Cash distributions on the trust securities are made on a quarterly basis
       to the extent interest on the debentures is received by the trusts. The
       Company has the right to defer payment of interest on the subordinated
       debentures at any time, or from time-to-time, for periods not exceeding
       five years. If interest payments on the subordinated debentures are
       deferred, the distributions on the trust securities also are deferred.
       Interest on the subordinated debentures and distributions on the trust
       securities is cumulative. The Company obligation constitutes a full,
       irrevocable and unconditional guarantee on a subordinated basis of the
       obligations of the trust under the preferred securities.

       The trusts must redeem the preferred securities when the debentures are
       paid at maturity or upon an earlier redemption of the debentures to the
       extent the debentures are redeemed. All or part of the debentures may be
       redeemed at any time on or after December 31, 2006. Also, the debentures
       may be redeemed at any time if existing laws or regulations, or the
       interpretation or application of these laws or regulations, change,
       causing:

       o      the interest on the debentures to no longer be deductible by the
              Company for federal income tax purposes;

       o      the trust to become subject to federal income tax or to certain
              other taxes or governmental charges;

       o      the trust to register as an investment company;

       o      the Company to become subject to capital requirements and the
              preferred securities do not qualify as Tier I capital.





                                                                     (Continued)

                                       98
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)


       In addition, all or part of the debentures may be redeemed on or after
       December 31, 2003 and prior to December 31, 2006 in the unlikely event of
       a mutual-to-stock conversion of Northwest Bancorp, MHC (the mutual
       holding company of Northwest Bancorp, Inc.). Under such circumstances the
       debentures may be redeemed at a price equal to the accrued and unpaid
       interest to the date fixed for redemption plus 107% of the principal
       amount, thereof, and holders of the preferred securities will receive
       107% of the liquidation amount of $25 per preferred security plus any
       accrued and unpaid distributions to the date of redemption.

       The Company may, at any time, dissolve the trust and distribute the
       debentures to the trust security holders, subject to receipt of any
       required regulatory approval(s).

(24)   GOODWILL AND OTHER INTANGIBLE ASSETS

       As a result of adopting SFAS 141, SFAS 142 and SFAS 147 as described in
       footnote 1(i), remaining negative goodwill at June 30, 2001 of $2.2
       million was recorded in income as a cumulative effect of a change in
       accounting principle. The following table shows the effect on net income
       and earnings per share as a result of adopting SFAS Nos. 141, 142 and
       147:



<Table>
<Caption>
                                                            FOR THE FISCAL YEAR ENDED JUNE 30,
                                                       ------------------------------------------
                                                           2002           2001           2000
                                                       ------------   ------------   ------------

<S>                                                    <C>            <C>            <C>
Reported net income                                    $     40,171         26,777         27,203
Deduct:  Cumulative effect of accounting change               2,237             --             --
Add back: Goodwill amortization                                  --          1,031          1,011
                                                       ------------   ------------   ------------
Adjusted net income                                    $     37,934         27,808         28,214
                                                       ============   ============   ============
Basic earnings per share:
     Reported net income                               $       0.85           0.57           0.58
     Deduct:  Cumulative effect of accounting change           0.05             --             --
     Add back: Goodwill amortization                             --           0.02           0.02
                                                       ------------   ------------   ------------
Adjusted net income                                    $       0.80           0.59           0.60
                                                       ============   ============   ============
Diluted earnings per share:
     Reported net income                                       0.84           0.56           0.57
     Deduct:  Cumulative effect of accounting change           0.05             --             --
     Add back: Goodwill amortization                             --           0.02           0.02
                                                       ------------   ------------   ------------
Adjusted net income                                    $       0.79           0.58           0.59
                                                       ============   ============   ============
</Table>





                                                                     (Continued)

                                       99
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)


       The following table provides information for intangible assets subject to
       amortization for the periods indicated:


<Table>
<Caption>
                                                      JUNE 30
                                          ------------------------------
                                              2002              2001
                                          ------------      ------------
<S>                                       <C>               <C>
Amortized intangible assets:
     Core deposit intangibles - gross     $      3,655             1,510
     Less:  accumulated amortization            (1,052)             (769)
                                          ------------      ------------
     Core deposit intangibles - net       $      2,603               741
                                          ============      ============
</Table>



       The following information shows the actual aggregate amortization expense
       for the current and prior fiscal years as well as the estimated aggregate
       amortization expense for each of the five succeeding fiscal years:


<Table>
<S>                                                    <C>
For the fiscal year ended 6/30/00                      $           5,831
For the fiscal year ended 6/30/01                                  7,371
For the fiscal year ended 6/30/02                                    283
For the fiscal year ended 6/30/03                                    379
For the fiscal year ended 6/30/04                                    377
For the fiscal year ended 6/30/05                                    360
For the fiscal year ended 6/30/06                                    282
For the fiscal year ended 6/30/07                                    243
</Table>









                                                                     (Continued)

                                      100
<PAGE>
                    NORTHWEST BANCORP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                          June 30, 2002, 2001, and 2000

            (All dollar amounts presented in tables are in thousands)


       The following table provides information for the changes in the carrying
amount of goodwill:


<Table>
<Caption>
                                  COMMUNITY          CONSUMER
                                    BANKS             FINANCE            TOTAL
                                 ------------      ------------      ------------
<S>                              <C>               <C>               <C>
Balance at June 30, 2000         $     50,086             1,011            51,097
Goodwill acquired                      19,547                --            19,547
Amortization (Pre-SFAS 142)            (7,224)             (118)           (7,342)
Impairment losses                          --                --                --
                                 ------------      ------------      ------------
Balance at June 30, 2001               62,409               893            63,302
Goodwill acquired                       5,697                --             5,697
Amortization (Post-SFAS 142)               --                --                --
Impairment losses                          --                --                --
Negative goodwill write-off             2,237                --             2,237
                                 ------------      ------------      ------------
Balance at June 30, 2002         $     70,343               893            71,236
                                 ============      ============      ============
</Table>


(25)   SUBSEQUENT EVENTS (UNAUDITED)

       In September 2002, the Company completed its previously announced
       acquisition of Prestige Bancorp, Inc., and its subsidiary Prestige Bank.
       Prestige Bank was a federal savings bank with four offices in the South
       Hills of Pittsburgh, Pennsylvania, and assets of approximately $190
       million, deposits of approximately $122 million, and shareholders' equity
       of approximately $11.7 million. Under terms of the agreement,
       shareholders received $13.75 for each share of Prestige Bancorp,
       resulting in a cash payment of approximately $14.7 million and intangible
       assets of approximately $5 million.

       Also, as previously announced on August 16, 2001 and reported on Form
       8-K, the Company has entered into an agreement to acquire Leeds Federal
       Bankshares, Inc. The transaction is subject to the approval of the OTS
       and Northwest's application is currently on file with the OTS pending
       approval. The parties have twice agreed to extend the date upon which the
       transaction must be completed. On August 28, 2002, the parties extended
       the date for completion of the merger to December 31, 2002. The parties
       also agreed to amend the merger agreement to modify the structure of the
       transaction in which Leeds Federal Savings Bank will become a
       wholly-owned subsidiary of Northwest Bancorp, MHC and will not be part of
       the Northwest Bancorp, Inc. consolidated group immediately after the
       merger as previously proposed. The $32.00 per share cash consideration to
       be paid to the public stockholders of Leeds Federal Bankshares, Inc. and
       all other terms and conditions of the merger remain generally unchanged.



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