EXHIBIT 10.2

SEVERANCE/CHANGE OF CONTROL AGREEMENTPatrick M. Fahey

This Agreement dated November 21, 2000, by and between PACIFIC NORTHWEST BANCORP and PACIFIC NORTHWEST BANK (hereinafter referred to jointly as the
"Company") and PATRICK M. FAHEY (the "Executive"):

WHEREAS,
the Executive is presently employed by the Company in the capacity of President and Chief Executive Officer; and

WHEREAS,
the Company wishes to assure itself of continuity of management in the event of a Change of Control of the Company, and

WHEREAS,
the Executive wishes to continue to serve the Company but desires assurance that he will be protected in the event of termination of his employment without cause or a Change
of Control;

NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements of the parties set forth in this Agreement, and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1.Severance Benefits.



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2.Consideration.



3.Definition of "Change of Control".A "Change of Control" of the Company shall be deemed to have
occurred as of the first day any one or more of the following conditions is satisfied:



4.Discharge for Cause.For purposes of this Agreement, the termination of the Executive's employment
shall be deemed to have been made for cause only upon termination as a result of:



5.Termination of the Agreement.This Agreement shall terminate if the Executive shall voluntarily
resign, retire, become permanently and totally disabled, or die;provided, however, if the

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Executive becomes permanently and totally disabled or dies after the Board of Directors has authorized proceeding with negotiations which result in a Change of Control or within twelve (12) months
after a Change of Control, if the Executive is then employed by the Company, the Executive or his personal or legal representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees, as the case may be, shall be entitled to receive the Change of Control payment under Paragraph 1(c) hereof.

6.Effect on Other Benefits.The arrangements called for by this Agreement are not intended to have any
effect on the Executive's participation in any other benefits available to executive personnel or to preclude other compensation or additional benefits as may be authorized by the Board of Directors
from time to time.

7.Limitations on Payments Related to Severance Benefits.The following apply, notwithstanding any
other provision of this Agreement:



8.Confidentiality and Noncompetition.



9.Assignment.



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Except
as herein provided, the Company may not otherwise assign this Agreement.



10.Jurisdiction/Venue/Mandatory Arbitration.Any legal action brought to resolve disputes arising out
of this Agreement, or any amendments thereto, shall be commenced in King County Superior Court in the state of Washington and shall be resolved in accordance with the Superior Court Mandatory
Arbitration Rules and the King County Local Rules for Mandatory Arbitration, if any, with the parties agreeing to waive the jurisdictional limits. The decision of the arbitrator shall be
binding on the parties, and the parties waive the right ofde novoappeal from such decision.

It
is agreed that the arbitrator shall award to the prevailing or substantially prevailing party all fees incurred by such party with regard to such arbitration, including reasonable
legal, accounting, and expert witness fees. If the arbitrator determines that there is no prevailing or substantially prevailing party, the reasonable legal, accounting, and expert witnesses fees
shall be the responsibility of each party.

11.Miscellaneous.



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IN
WITNESS WHEREOF, the Executive and the Company have executed this Agreement, as of the day and year first above written.

| |  | PACIFIC NORTHWEST BANCORP          
| |  | -----------------------------------
| |  | By:                                
| |  | /s/PATRICK M. FAHEYPATRICK M. FAHEY

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