Pacific Northwest Bancorp Sample Contracts

PREAMBLE
Employment Agreement • November 3rd, 1997 • Interwest Bancorp Inc • Savings institution, federally chartered • Washington
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EXHIBIT A
Agreement and Plan of Merger • February 6th, 1998 • Interwest Bancorp Inc • Savings institution, federally chartered • Washington
by and among
Registration Rights Agreement • February 11th, 2000 • Interwest Bancorp Inc • Savings institution, federally chartered • New York
AGREEMENT AND PLAN OF MERGER BETWEEN
Agreement and Plan of Merger • September 17th, 1999 • Interwest Bancorp Inc • Savings institution, federally chartered • Washington
ARTICLE IV LIST OF SECURITY HOLDERS AND REPORTS BY THE CORPORATION AND THE DEBENTURE TRUSTEE
Indenture • February 11th, 2000 • Interwest Bancorp Inc • Savings institution, federally chartered • New York
RECITALS
Stock Option Agreement • September 17th, 1999 • Interwest Bancorp Inc • Savings institution, federally chartered
RECITALS
Stock Option Agreement • April 22nd, 1998 • Interwest Bancorp Inc • Savings institution, federally chartered
EXHIBIT 10.1
Employment Agreement • August 11th, 2000 • Interwest Bancorp Inc • Savings institution, federally chartered • Washington
1 EXHIBIT 2 AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • January 26th, 1998 • Interwest Bancorp Inc • Savings institution, federally chartered • Washington
ARTICLE II TRUST INDENTURE ACT
Interwest Bancorp Inc • February 11th, 2000 • Savings institution, federally chartered • New York
PREAMBLE
Employment Agreement • November 3rd, 1997 • Interwest Bancorp Inc • Savings institution, federally chartered • Washington
RECITALS
Director's Agreement • August 19th, 1999 • Interwest Bancorp Inc • Savings institution, federally chartered
AMENDMENT TO SEVERANCE PAY AND CHANGE IN CONTROL AGREEMENT
Severance Pay and Change in Control Agreement • May 9th, 2003 • Pacific Northwest Bancorp • State commercial banks • Washington

This Amendment to Severance Pay and Change in Control Agreements dated as of June 25, 2002, is made by and between PACIFIC NORTHWEST BANCORP and its subsidiary, PACIFIC NORTHWEST BANK (individually and collectively referred to as “Company”), and the undersigned executive vice president of the Company (“Executive”), who agree as follows:

CONSULTING AGREEMENT
Consulting Agreement • March 24th, 2003 • Pacific Northwest Bancorp • State commercial banks • Washington

This Consulting Agreement (“Agreement”) is made this 28th day of October, 2002, between PACIFIC NORTHWEST BANCORP (“Pacific”), PACIFIC NORTHWEST BANK and KATHRYN L. M. SPERE.

RECITALS
Tukwila Employment Agreement • August 19th, 1999 • Interwest Bancorp Inc • Savings institution, federally chartered • Washington
SEVERANCE/CHANGE OF CONTROL AGREEMENT
Control Agreement • March 24th, 2003 • Pacific Northwest Bancorp • State commercial banks • Washington

This Severance/Change of Control Agreement (“Agreement”) signed November 7, 2002, between PACIFIC NORTHWEST BANCORP and PACIFIC NORTHWEST BANK (hereinafter referred to jointly as “Pacific” unless Pacific Northwest Bank is specifically mentioned) and CHRISTIAN R. RASMUSSEN (“Executive”) takes effect on the effective date of the Merger of Bank of the Northwest into Pacific Northwest Bank (“Effective Date”).

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AGREEMENT AND PLAN OF MERGER Between PACIFIC NORTHWEST BANCORP and PACIFIC NORTHWEST BANK and BANK OF THE NORTHWEST
2002 Agreement and Plan of Merger • July 25th, 2002 • Pacific Northwest Bancorp • Savings institution, federally chartered • Washington

This AGREEMENT AND PLAN OF MERGER, dated as of the 22nd of July, 2002 (this "Agreement"), is by and among PACIFIC NORTHWEST BANCORP ("Pacific"), PACIFIC NORTHWEST BANK ("Pacific Northwest Bank") and BANK OF THE NORTHWEST ("Northwest").

FIRST AMENDMENT TO
Change of Control Agreement • August 12th, 2002 • Pacific Northwest Bancorp • Savings institution, federally chartered

This First Amendment to Severance/Change of Control Agreement (this “Amendment”) dated this 22nd day of July, 2002, is made by and between PACIFIC NORTHWEST BANCORP and PACIFIC NORTHWEST BANK (hereinafter referred to jointly as the “Company”) and PATRICK M. FAHEY (the “Executive”), who agree as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • March 24th, 2003 • Pacific Northwest Bancorp • State commercial banks • Washington

This Employment Agreement (“Agreement”) signed October 28, 2002, between PACIFIC NORTHWEST BANCORP (“Pacific”), PACIFIC NORTHWEST BANK and DANIEL J. DURKIN (“Executive”) takes effect on the Effective Date of the Merger of Bank of the Northwest into Pacific Northwest Bank (“Effective Date”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT Kim S. Brace
Employment Agreement • May 9th, 2003 • Pacific Northwest Bancorp • State commercial banks

This First Amendment to Employment Agreement (“Amendment”) is made as of April 22, 2003, between PACIFIC NORTHWEST BANCORP and its subsidiary, PACIFIC NORTHWEST BANK (individually and collectively referred to as “Bank”) and KIM S. BRACE (“Executive”), who agree as follows:

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 13th, 2001 • Pacific Northwest Bancorp • Savings institution, federally chartered

This Change in Control Agreement is made this 1st day of July, 2000, by and between PACIFIC NORTHWEST BANCORP and PACIFIC NORTHWEST BANK (hereinafter jointly referred to as the “Bank”) and BETTE J. FLORAY (hereinafter referred to as the “Executive”), who agree as follows:

RECITALS
National Bank of Tukwila Noncompetition and Severance Agreement • August 19th, 1999 • Interwest Bancorp Inc • Savings institution, federally chartered • Washington
AMENDMENT TO SEVERANCE PAY AND CHANGE IN CONTROL AGREEMENT
Control Agreement • May 9th, 2003 • Pacific Northwest Bancorp • State commercial banks • Washington

This Amendment to Severance Pay and Change in Control Agreements dated as of June 25, 2002, is made by and between PACIFIC NORTHWEST BANCORP and its subsidiary, PACIFIC NORTHWEST BANK (individually and collectively referred to as “Company”), and the undersigned executive vice president of the Company (“Executive”), who agree as follows:

EMPLOYMENT AGREEMENT Daniel J. Durkin
Employment Agreement • August 30th, 2002 • Pacific Northwest Bancorp • State commercial banks • Washington

This Employment Agreement ("Agreement") signed July 22, 2002, between PACIFIC NORTHWEST BANCORP ("Pacific"), PACIFIC NORTHWEST BANK and DANIEL J. DURKIN ("Executive") takes effect on the Effective Date of the Merger of Bank of the Northwest into Pacific Northwest Bank ("Effective Date").

EMPLOYMENT AGREEMENT KIM S. BRACE
Employment Agreement • November 13th, 2001 • Pacific Northwest Bancorp • Savings institution, federally chartered • Washington

This Employment Agreement is made on the 15th day of June, 2001, between PACIFIC NORTHWEST BANCORP and PACIFIC NORTHWEST BANK (hereinafter jointly referred to as the “Bank”) and KIM S. BRACE (hereinafter referred to as the “Executive”), who agree as follows:

FIRST AMENDMENT TO PACIFIC NORTHWEST BANK EMPLOYMENT AGREEMENT (KIM S. BRACE)
Employment Agreement • March 28th, 2001 • Pacific Northwest Bancorp • Savings institution, federally chartered • Washington

This First Amendment to Employment Agreement ("Amendment") is made on the 20th day of March, 2000, between INTERWEST BANCORP, INC. and PACIFIC NORTHWEST BANK (hereinafter jointly referred to as "Bank") and KIM S. BRACE ("Employee"), who agree as follows:

VOTING AGREEMENT
Pacific Northwest Bancorp • August 30th, 2002 • State commercial banks

In order to induce you to enter into an Agreement and Plan of Merger (the "Merger Agreement") dated of even date herewith by and among Pacific Northwest Bancorp ("Pacific"), Pacific Northwest Bank and Bank of the Northwest ("Northwest"), the undersigned, for himself, his heirs and legal representatives, hereby agrees, represents, warrants and covenants with and to Pacific as follows:

SEVERANCE/CHANGE OF CONTROL AGREEMENT
Control Agreement • May 9th, 2003 • Pacific Northwest Bancorp • State commercial banks • Washington

This Severance/Change of Control Agreement (“Agreement”) dated as of February 27, 2003, between PACIFIC NORTHWEST BANCORP and PACIFIC NORTHWEST BANK (hereinafter referred to jointly as “Pacific” unless Pacific Northwest Bank is specifically mentioned) and JOSEPH H. WARD (“Executive”).

DIRECTOR'S AGREEMENT
'S Agreement • August 30th, 2002 • Pacific Northwest Bancorp • State commercial banks

This Agreement, dated as of July 22, 2002, is between PACIFIC NORTHWEST BANCORP, a Washington corporation ("Pacific"), PACIFIC NORTHWEST BANK, a Washington state chartered bank, and «FirstName» «LastName» ("Director"), a director of BANK OF THE NORTHWEST, an Oregon state chartered bank ("Northwest").

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