Exhibit 3.2.1

PACIFIC NORTHWEST BANCORPAMENDMENT TO BYLAWS

2.12.     Notice of ShareholderBusiness and Nominations:

             2.12.1   Annual Meetings of Shareholders.

                           (1)         Nominations of persons for election tothe board of directors of the corporation and a proposal of business to beconsidered by the shareholders may be made at an annual meeting of shareholdersonly (a) pursuant to the corporation’s notice of meeting (or any supplementthereto), (b) by or at the direction of the board of directors or (c) by a shareholderof the corporation who was a shareholder of record of the corporation at thetime the notice provided for in this Section 2.12 is delivered to the Secretaryof the corporation, who is entitled to vote at the meeting and who complieswith the notice procedures set forth in this Section 2.12.

                           (2)         For nominations or other business to beproperly brought before an annual meeting by a shareholder pursuant to clause(c) of paragraph (1) of this subsection 2.12.1, the shareholder must have giventimely notice thereof in writing to the Secretary of the corporation and anysuch proposed business other than the nomination of persons for election to theboard of directors must constitute a proper matter for shareholder action.  To be timely, a shareholder’s notice shallbe delivered to the Secretary at the principal executive offices of thecorporation not less than 120 days and not more than 150 days prior to thefirst anniversary of the date of the corporation’s proxy statement released toshareholders in connection with the previous year’s annual meeting (provided,however, that in the event that the date of the corporation’s annual meeting ismore than thirty days before or after the date of the previous year’s annualmeeting, notice by the shareholder must be so delivered not more than 150 daysprior to such annual meeting or the tenth day following the day on which publicannouncement of the date of such meeting is first made by thecorporation).  In no event shall thepublic announcement of an adjournment or postponement of an annual meetingcommence a new time period (or extend any time period) for the giving of ashareholder’s notice as described above. Such shareholder’s notice shall set forth: (a) as to each person whomthe shareholder proposes to nominate for election as a director all informationrelating to such person that is required to be disclosed in solicitations ofproxies for election of directors in an election contest, or is otherwiserequired, in each case pursuant to Regulation 14A under the Securities ExchangeAct of 1934, as amended (the “Exchange Act”) and Rule 14a-12 thereunder (andsuch person’s written consent to being named in the proxy statement as anominee and to serving as a director if elected); (b) as to any other businessthat the shareholder proposes to bring before the meeting, a brief descriptionof the business desired to be brought before the meeting, the text of theproposal or business (including the text of any resolutions proposed forconsideration and in the event that such business includes a proposal to amendthe Bylaws of the corporation, the language of the proposed amendment), thereasons for conducting such business at the meeting and any material interestin such business of such shareholder and the beneficial owner, if any, on whosebehalf the proposal is made; and (c) as to the shareholder giving the noticeand the beneficial owner, if any, on whose behalf the nomination or proposal ismade (i) the name and address of such shareholder, as they appear on the corporation’sbooks, and of such beneficial owner, (ii) the class and number of shares ofcapital stock of the corporation which are owned beneficially and of record bysuch shareholder and such beneficial owner, (iii) a representation that theshareholder is a holder of record of stock of the corporation entitled to voteat such meeting and or by proxy at the meeting to propose such business ornomination, and (iv) a representation whether the shareholder or the beneficialowner, if any, intends or is part of a group which intends (a) to deliver aproxy statement and/or form of proxy to holders of at least the percentage ofthe corporation’s outstanding capital stock required to approve or adopt theproposal or elect the nominee and/or (b) otherwise to solicit proxies fromshareholders in support of such proposal or nomination.  The corporation may require any proposednominee to furnish such other information as it may reasonably require todetermine the eligibility of such proposed nominee to serve as a director ofthe corporation.
             2.12.2   Special Meetings of Shareholders.  Only such business shall be conducted at aspecial meeting of shareholders as shall have been brought before the meetingpursuant to the corporation’s notice of meeting.  Nominations of persons for election to the board of directors maybe made at a special meeting of shareholders at which directors are to beelected pursuant to the corporation’s notice of meeting (1) by or at thedirection of the board of directors or (2) provided that the board of directorshas determined that directors shall be elected at such meeting, by anyshareholder of the corporation who is a shareholder of record at the time thenotice provided for in this Section 2.12 is delivered to the Secretary of thecorporation, who is entitled to vote at the meeting and upon such election andwho complies with the notice procedures set forth in this Section 2.12.  In the event the corporation calls a specialmeeting of shareholders for the purpose of electing one or more directors tothe board of directors, any such shareholder entitled to vote in such electionof directors may nominate a person or persons (as the case may be) for electionto such position(s) as specified in the corporation’s notice of meeting, if theshareholder’s notice required by paragraph (2) of subsection 2.12.1 shall bedelivered to the Secretary at the principal executive offices of thecorporation not more than 150 days prior to such special meeting and not lessthan the later of 120 days prior to such special meeting or the tenth dayfollowing the day on which public announcement is first made of the date of thespecial meeting and of the nominees proposed by the board of directors to beelected at such meeting.  In no eventshall the public announcement of an adjournment or postponement of a specialmeeting commence a new time period (or extend any time period) for the givingof a shareholder’s notice as described above.

             2.12.3   General.

                           (1)         Only such persons who are nominated inaccordance with the procedures set forth in this Section 2.12 shall be eligibleto be elected at an annual or special meeting of shareholders of thecorporation to serve as directors and only such business shall be conducted ata meeting of shareholders as shall have been brought before the meeting inaccordance with the procedures set forth in this Section 2.12.  Except as otherwise provided by law, thechairman of the meeting shall have the power and duty (a) to determine whethera nomination or any business proposed to be brought before the meeting was madeor proposed, as the case may be, in accordance with the procedures set forth inthis Section 2.12 (including whether the shareholder or beneficial owner, ifany, on whose behalf the nomination or proposal is made solicited (or is partof a group which solicited) or did not so solicit, as the case may be, proxiesin support of such shareholder’s nominee or proposal in compliance with suchshareholder’s representation as required by clause (2)(c)(iv) of Section2.12.1) and (b) if any proposed nomination or business was not so made orproposed in compliance with this Section 2.12 to declare that such nominationshall be disregarded or that such proposed business shall not be transacted.

                           (2)         For purposes of this Section 2.12, “publicannouncement” shall mean disclosure in a press release reported by the DowJones News Service, Associated Press or comparable national news service or ina document publicly filed by the corporation with the Securities and ExchangeCommission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

                           (3)         Notwithstanding the foregoingprovisions of this Section 2.12, a shareholder shall also comply with allapplicable requirements of the Exchange Act and the rules and regulationsthereunder with respect to the matters set forth in this Section 2.12.  Nothing in this Section 2.12 shall be deemedto affect any rights of shareholders to request inclusion of proposals in thecorporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

Adopted by the Board of Directors of the Company on March 20, 2001.