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EXHIBIT 10.2      FORM OF CHANGE IN CONTROL AGREEMENT ENTERED INTO BETWEEN
                  INTERWEST BANK AND ITS EXECUTIVE OFFICERS

                           CHANGE IN CONTROL AGREEMENT

THIS AGREEMENT made this day between INTERWEST BANK, a Washington corporation,
hereinafter referred to as "Employer" and < < Name > >, a senior officer of
Employer, hereinafter referred to as "Employee."

1.       INTERWEST. Employer is a wholly owned subsidiary of InterWest Bancorp,
         Inc., a Washington Corporation (hereinafter "InterWest").

2.       PURPOSE. The purpose of this Agreement is to provide certain assurances
         to Employee that in the event of a Change in Control or a substantial
         change in ownership of InterWest stock that Employee shall either have
         continued employment or, in the event of termination, severance pay.

EMPLOYER IS WILLING TO MAKE SUCH ASSURANCES TO EMPLOYEE TO ENCOURAGE EMPLOYEE TO
MAINTAIN CONTINUED EMPLOYMENT WITH EMPLOYER.

3.       DEFINITION. Change in Control as provided herein shall include the
         following:

         3.1.     Merger of InterWest into another financial institution or
                  entity, with such other entity being the surviving entity.

         3.2.     Acquisition of InterWest or Employer by another institution or
                  entity.

         3.3.     Sale of all or substantially all of the assets of InterWest or
                  Employer.

         3.4.     The acquisition of 25 percent or more of the beneficial
                  ownership of stock of InterWest by one or more related
                  entities or persons, excepting an InterWest or Employer
                  approved ESOP.

         3.5.     If during any period of two (2) years, individuals who at the
                  beginning of such period constitute the Board of Directors of
                  InterWest (the "Continuing Directors) cease for any reason to
                  constitute at least a majority of the Board of Directors of
                  InterWest unless the election of each Director who is not a
                  Continuing Director was approved by a vote of at least
                  two-thirds (2/3) of the Continuing Directors in office at the
                  time of the election of each such new Director.

         Any one of the foregoing items may constitute a Change in Control
         activating the employment contract and severance pay provision set
         forth below. To prevent an unanticipated activation of the employment
         contact and/or severance pay provisions set forth below, either
         Employer or Employee must give written notice to the other of the
         Change in Control thereby activating the employment contract and
         severance pay provisions set forth below.

4.       Upon such a "Change in Control" Employee shall have a four-year
         employment contract with the successor entity as follows:

         4.1.     Employee shall retain a position of the same or similar
                  responsibility and authority and in the same geographical
                  location as prior thereto.


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         4.2.     The total annual compensation and other employee benefits
                  payable to Employee will equal or exceed the total annual
                  compensation and employee benefits available to Employee
                  during the prior twelve (12) months.

         4.3.     The successor entity may terminate employment prior to the
                  expiration of said four years and upon so doing shall be
                  obligated to pay to Employee an amount equal to the total
                  annual compensation payable for the prior two (2) calendar
                  years (such annual compensation shall include the Employee's'
                  base salary plus the incentive bonuses and/or performance
                  bonuses paid to Employee for each of such calendar years).

         4.3.1.   The payment provided herein shall be in addition to any
                  payment Employee is entitled to receive pursuant to a separate
                  "Severance Pay Agreement" entered into between Employee and
                  InterWest Bank, if severance pay is payable pursuant to such
                  Agreement.

         4.3.2.   For purposes of the Severance Pay Agreement (Paragraph 7
                  thereof) the payment provided herein shall be considered an
                  other benefit to which Employee may otherwise be entitled.

         4.4.     Notwithstanding the foregoing agreement, the successor entity
                  shall have the right to terminate Employee for gross
                  misconduct or criminal misconduct affecting the Employee's
                  ability to perform his/her normal duties, which termination
                  shall not give rise to an obligation to pay severance pay as
                  provided herein.

         4.5.     EMPLOYEE TERMINATION WINDOW. During the period commencing with
                  the 25th month of the term through the 30th month of the term,
                  Employee may terminate this Agreement by delivering written
                  notice to Employer or its successor entity. If Employee does
                  so regardless of whether Employee had good reason to terminate
                  the Agreement, Employer will pay Employee a single cash
                  payment in an amount equal to the total annual salary for the
                  prior calendar year plus year-end bonus, if one was paid.



DATED this                  day of March 2000.
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INTERWEST BANK
(Employer)


By:
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                                                       < < Name > >
                                                       (Employee)

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