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EXHIBIT 2
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ARTICLES OF CONVERSION
OF
INTERWEST BANK
CONVERSION
FROM
A WASHINGTON STATE SAVINGS BANK
(FORMED UNDER TITLE 32 OF THE REVISED CODE OF WASHINGTON)
TO
A WASHINGTON STATE COMMERCIAL BANK
(PURSUANT TO TITLE 30 OF THE REVISED CODE OF WASHINGTON)
AS FILED WITH THE WASHINGTON DEPARTMENT OF FINANCIAL INSTITUTIONS
DIVISION OF BANKS
ON
JUNE 30, 2000
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ARTICLES OF CONVERSION
These Articles of Conversion, under and pursuant to which INTERWEST
BANK will convert from a Washington state savings bank, formed under Title 32 of
the Revised Code of Washington, to a Washington state commercial bank under
Title 30 of the Revised Code of Washington, are authorized pursuant to RCW
Section 32.32.500:
1. NAME OF SURVIVING CORPORATION. The name of the surviving
corporation shall be INTERWEST BANK, a Washington banking corporation.
2. SURVIVING CORPORATION. The Articles of Incorporation of the
surviving corporation shall be the Articles of INTERWEST BANK, in the form
attached hereto as EXHIBIT A.
3. PLAN OF CONVERSION. A copy of the Plan of Conversion dated as of
April 28, 2000, adopted by the Board of Directors of INTERWEST BANK is attached
as EXHIBIT B.
4. SHAREHOLDER APPROVAL. Shareholder approval was required for the
conversion of INTERWEST BANK. The Conversion, as set forth in the attached Plan
of Conversion, was duly approved by INTERWEST BANCORP, INC., the sole
shareholder of INTERWEST BANK, pursuant to a Unanimous Written Consent to Action
of the Sole Shareholder dated April 28, 2000.
5. EFFECTIVE DATE. The Conversion of INTERWEST BANK into a state
commercial bank under RCW 30 will be effective upon approval by the Director.
EXECUTED effective as of this 21st day of June, 2000.
INTERWEST BANK,
A Washington state savings bank
By: /s/
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Patrick M. Fahey
President and Chief Executive Officer
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STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that Patrick M.
Fahey is the person who appeared before me, and said person acknowledged that he
signed this instrument, on oath stated that he was authorized to execute the
instrument and acknowledged it as the President and CEO of InterWest Bank to be
the free and voluntary act of such party for the uses and purposes mentioned in
the instrument.
DATED: June 21, 2000
/s/
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(Signature)
Tammy J. Hanson
-----------------------------------
(Please print name legibly)
NOTARY PUBLIC in and for the State
of Washington, residing at Enumclaw
My commission expires: 11-27-00
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EXHIBIT B TO ARTICLES OF CONVERSION
PLAN OF CONVERSION
This is the Plan of Conversion ("Plan") of InterWest Bank ("Bank"), a
Washington state-chartered savings bank, with respect to its proposed conversion
to a Washington state-chartered commercial bank ("Conversion"), pursuant to
Chapter 32.34 of the Revised Code of Washington (RCW). Bank is a wholly-owned
subsidiary of InterWest Bancorp, Inc.
("Bancorp").
1. EFFECTIVE DATE. On the Effective Date, Bank will convert from a Chapter
32 Washington state-chartered savings bank to a Chapter 30 Washington
state-chartered commercial bank. The Effective Date will be a date set
by the Bank, and approved by the Director, following satisfaction of
the closing conditions in accordance with Sections 3 and 4 of this
Plan.
2. AMENDMENTS TO CHARTER. The Bank will amend and restate its articles of
incorporation as appropriate for a Washington state-chartered
commercial bank, substantially in the form attached to this Plan as
EXHIBIT A, with such modifications as may be required by the Director
of the Division of Banking of the Washington Department of Financial
Institutions (the "Director") (as so modified, the "Articles").
3. SHAREHOLDER APPROVAL. As required by RCW 32.34.010(a)(b), the
Conversion and this Plan are subject to approval by Bancorp, as the
sole shareholder of the Bank. If Bancorp does not approve the
Conversion and this Plan, this Plan is void.
4. DIRECTOR APPROVAL. The Conversion and this Plan are subject to approval
by the Director. If the Director does not approve the Conversion and
this Plan, this Plan is void.
5. AMENDMENTS. This Plan may be amended by the Bank at any time, subject
to approval by the Director. This Plan may be terminated by the Bank at
any time.
6. COMPLETION OF CONVERSION. Upon obtaining all necessary regulatory
approvals for the Conversion, management of the Bank will proceed to
cause the Conversion to be effected and ensure that the converted
commercial bank will fully comply with the applicable provisions of
Title 30.
This Plan is dated as of April 28, 2000.
INTERWEST BANK
By: /s/
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Patrick M. Fahey
Its: President and Chief
Executive Officer
<PAGE>
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that Patrick M.
Fahey is the person who appeared before me, and said person acknowledged that he
signed this instrument, on oath stated that he was authorized to execute the
instrument and acknowledged it as the President and CEO of InterWest Bank to be
the free and voluntary act of such party for the uses and purposes mentioned in
the instrument.
WITNESS my hand and official seal hereunto affixed, the day and year of
this Certificate above written.
(Notary Seal) /s/
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Signature
P. Denise Hammington
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Print Name
Notary Public in and for
the State of Washington,
residing at Bellevue, WA.
My commission expires: 1-9-04.
