JUSTICE DEPARTMENT REACHES AGREEMENT WITH U.S. BANCORP
FOR CLARK COUNTY, WASHINGTON DIVESTITURE

WASHINGTON, D.C. -- U.S. Bancorp will be allowed to go forward with its proposed merger with Northwest Bancshares Inc. as long as U.S. Bancorp sells off a bank branch in Clark County, Washington, under an agreement announced today by the Department of Justice 's Antitrust Division. In addition, U.S. Bancorp agreed that it would not take steps to preclude other financial institutions from leasing or purchasing any bank branches that U.S. Bancorp may close due to consolidation resulting from this merger.

The Antitrust Division said that the deal as originally proposed would have lessened competition for banking services in Clark County, Washington.

"This divestiture is important because it ensures that local customers will continue to have competitively priced banking services," said Joel I. Klein, Assistant Attorney General in charge of the Department's Antitrust Division.

Subject to regulatory approvals, the $35 million branch and associated loans and deposits that U.S. Bancorp will divest will be sold to a competitively suitable buyer.

The Department said it will advise the Federal Reserve Board that, subject to divestiture of the branch office and associated loans and deposits, the Division will not challenge the merger. The proposed merger of U.S. Bancorp Corporation and Northwest Bancshares Inc. is subject to the approval of the Board of Governors of the Federal Reserve System.

U.S. Bancorp, headquartered in Minneapolis, has 1,000 offices covering primarily the Midwest and western United States. U.S. Bancorp has approximately $73 billion in assets and $49 billion in deposits. Northwest Bancshares, Inc. is headquartered in Vancouver, Washington. It has 10 offices with $389 million in assets and $344 million in deposits.