REGISTRATION STATEMENT NO. 333-_____
                                    Filed October 1, 1996



                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933


                           INTERWEST BANCORP, INC.               
            (Exact name of registrant as specified in its charter)


         Washington                                  91-1691216      
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)                 Identification No.)


                             1259 West Pioneer Way
                         Oak Harbor, Washington  98277
                               (206) 679-4181
                   (Address of principal executive offices)

               Central Bancorporation Director Stock Option Plan
            Central Bancorporation 1992 Employee Stock Option Plan
                           (Full title of the Plan)


      Stephen M. Walden                        Copies to:
      President and Chief                      Eric S. Kracov, Esquire
       Executive Officer                       Breyer & Aguggia
      InterWest Bancorp, Inc.                  1300 I Street, N.W.
      1259 West Pioneer Way                    Suite 470 East
      Oak Harbor, Washington 98277             Washington, D.C.  20005
      (206) 679-4181                           (202) 737-7900
      Name, address and telephone
      number of agent for service


                               Page 1 of 7 Pages
                     Index to Exhibits Appears on Page 4.
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                        Calculation of Registration Fee

Title of 
Securities       Amount     Proposed Maximum   Proposed Maximum   Amount of
  to be           to be      Offering Price        Aggregate    Registration
Registered      Registered    Per Share(1)     Offering Price(1)     Fee

Common Stock,
$.20 par
value            136,539        $29.69(2)         $4,053,843      $1,398
                                                                              
(1)  Estimated solely for the purpose of calculating the amount of the        
     registration fee.  Pursuant to Rule 457(c) under the Securities Act of   
     1933, as amended, (the "Securities Act"), the price per share is         
     estimated to be $29.69, based upon the average of the high and low       
     trading prices of the common stock, $.20 par value per share ("Common    
     Stock") of Interwest Bancorp, Inc. (the "Registrant"), as reported on    
     the Nasdaq Stock Market on September 30, 1996.

(2)  Of this number, 56,400 shares are being registered for issuance under    
     the Central Bancorporation Director Stock Option Plan and 80,139 shares  
     are being registered for issuance under the Central Bancorporation 1992  
     Employee Stock Option Plan (the foregoing plans are referred to          
     collectively herein as the "Plans"); together with an indeterminate      
     number of shares reserved for issuance pursuant to the Plans as a result 
     of any future stock split, stock dividend or similar adjustment of the   
     outstanding Common Stock.

     This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act of
1933, as amended, and 17 C.F.R. Section 230.462.

                                       -2-
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                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Certain Documents by Reference

       The following documents filed with the Commission are incorporated in
this Registration Statement by reference:

       (1)  the Registrant's Annual Report on Form 10-K (File No. 0-26632)
for the year ended September 30, 1995, dated December 20, 1995 and amended
April 26, 1996;

       (2)  the Registrant's Registration Statement on Form S-4 (File No.
333-2452), dated March 15, 1996 and amended April 29, 1996; and

       (3)  The description of the Common Stock contained in the Registrant's
Joint Proxy Statement/Prospectus dated May 6, 1996 and filed as part of the
Registrant's Registration Statement on Form S-4 (File No. 333-2452), dated
March 15, 1996 and amended April 29, 1996.

       All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act, after the date of and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities covered hereby then
remaining unsold, shall also be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof commencing on the
respective dates on which such documents are filed.

       Any statement contained in this Registration Statement, or in a
document incorporated or deemed to be incorporated by reference herein, shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein, or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4.     Description of Securities

       Not Applicable

Item 5.     Interests of Named Experts and Counsel

       Not Applicable

Item 6.     Indemnification of Directors and Officers

       Section 23B.08.510 of the Revised Code of Washington sets forth
circumstances under which a corporation may indemnify an individual.

       Article IX of Registrant's Articles of Incorporation provides for
indemnification of the directors of the Registrant for monetary damages for
conduct as a director, except for liability of the director for acts or
omissions that involve: (i) intentional misconduct by the director; (ii) a
knowing violation of law by the director; (iii) conduct violating Section
23B.08.310 of the Revised Code of Washington; or (iv) any transaction from
which the director will personally receive a benefit in money, property or
services to which the director is not legally entitled.

                                      -3-
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Item 7.     Exemption From Registration Claimed

       Not Applicable

Item 8.     Exhibits

       The following exhibits are filed with or incorporated by reference
into this Registration Statement on Form S-8:

       No.                    Exhibit

        5               Opinion of Breyer & Aguggia

       23.1             Consent of Deloitte & Touche LLP

       23.2             Consent of Ernst & Young LLP

       23.3             Consent of Breyer & Aguggia (see Exhibit 5)

       24               Power of attorney (see signature pages)

       99.1             Central Bancorporation Director Stock Option Plan

       99.2             Central Bancorporation 1992 Employee Stock Option
Plan

Item 9.     Undertakings

       The undersigned Registrant hereby undertakes:

       1.   To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act,
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration
Statement, and (iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement
or any material change in such information in the Registration Statement;
provided, however, that clauses (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those clauses is
contained in periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.

       2.   That, for the purposes of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed the initial bona
fide offering thereof.

       3.   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

       4.   That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to a new registration
statement relating to the securities offered therein, and that offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

                                  -4-
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       5.   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officer and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against liabilities (other than the payment by the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the questions whether such indemnification
by it is against public policy expressed in the Securities Act will and will
be governed by the final adjudication of such issue.

                                   -5-
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                                  SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933,
InterWest Bancorp, Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of Oak Harbor, and State
of Washington the 1st day of October 1996.

                                   INTERWEST BANCORP, INC.

                                   By: /s/ Stephen M. Walden
                                       Stephen M. Walden
                                       President and Chief Executive Officer
                                       (Principal Executive Officer)

                               POWER OF ATTORNEY

            Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.  Each person whose signature appears
below hereby makes, constitutes and appoints Stephen M. Walden his true and
lawful attorney, with full power to sign for such person and in such person's
name and capacity indicated below, and with full power of substitution any
and all amendments to this Registration Statement, hereby ratifying and
confirming such person's signature as it may be signed by said attorney to
any and all amendments.

By:/s/ Stephen M. Walden                       Date:  October 1, 1996
   Stephen M. Walden
   President and Chief Executive Officer
   (Principal Executive Officer)

By:/s/ H. Glenn Mouw                           Date:  October 1, 1996
   H. Glenn Mouw
   Executive Vice President and Chief
   Financial Officer
   (Principal Financial Officer)

By:/s/ Carla Tucker                            Date:  October 1, 1996
   Carla Tucker
   Vice President and Controller
   (Principal Accounting Officer)

By:/s/ Barney R. Beeksma                       Date:  October 1, 1996
   Barney R. Beeksma
   Director
                                      -6-
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By:/s/ Gary M. Bolyard                         Date:  October 1, 1996
   Gary M. Bolyard
   Director

By:/s/ Larry Carlson                           Date:  October 1, 1996
   Larry Carlson
   Director

By:/s/ Michael T. Crawford                     Date:  October 1, 1996
   Michael T. Crawford
   Director

By:/s/ Jean Gorton                             Date:  October 1, 1996
   Jean Gorton
   Director

By:/s/ Henry Koetje                            Date:  October 1, 1996
   Henry Koetje
   Director

By:/s/ C. Stephen Lewis                        Date:  October 1, 1996
   C. Stephen Lewis
   Director

By:/s/ Clark H. Mock                           Date:  October 1, 1996
   Clark H. Mock
   Director

By:/s/ Russel E. Olson                         Date:  October 1, 1996
   Russel E. Olson
   Director

By:/s/ Vern Sims                               Date:  October 1, 1996
   Vern Sims
   Director
                                    -7-
PAGE
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                                   Exhibit 5

                         Opinion of Breyer & Aguggia 

PAGE
<PAGE>

                              October 1, 1996

Board of Directors
InterWest Bancorp, Inc.
1259 West Pioneer Way
Oak Harbor, Washington  98277

Gentlemen:

      We have acted as special counsel to InterWest Bancorp, Inc., a
Washington corporation (the "Corporation"), in connection with the
preparation and filing with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended, of a Registration Statement on
Form S-8 (the "Registration Statement"), relating to the registration of up
to 136,539 shares of Corporation common stock, $.01 par value per share
("Common Stock"), to be issued pursuant to Central Bancorporation's Director
Stock Option Plan and Central Bancorporation's 1992 Employee Stock Option
Plan ("collectively the "Plans") upon the exercise of stock options ("Option
Rights").  The Registration Statement also registers an undeterminable number
of additional shares which may be necessary under the Plans to adjust the
number of shares reserved for issuance as the result of a stock split, stock
dividend or similar adjustment of the outstanding Common Stock of the
Corporation.  We have been requested by the Corporation to furnish an opinion
to be included as an exhibit to the Registration Statement.

      We have reviewed the Registration Statement, the Articles of
Incorporation and Bylaws of the Corporation, the Plan, a specimen stock
certificate evidencing the Common Stock of the Corporation and such other
corporate records and documents as we have deemed appropriate for the purpose
of rendering this opinion.  We are relying upon the originals, or copies
certified or otherwise identified to our satisfaction, of the corporate
records of the Corporation and such other instruments, certificates and
representations of public officials, officers and representatives of the
Corporation as we have deemed appropriate or relevant as a basis for the
opinion set forth below.  In addition, we have assumed, without independent
verification, the genuineness of all signatures and the authenticity of all
documents furnished to us and the conformity in all respects of copies to
originals.

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Board of Directors
October 1, 1996
Page 2

      For purposes of this opinion, we have also assumed that (i) the shares
of Common Stock issuable pursuant to Option Rights granted under the terms of
the Plans will continue to be validly authorized on the dates the Common
Stock is issued pursuant to the Option Rights; (ii) on the dates the Option
Rights are exercised, the Option Rights granted under the terms of the Plans
will constitute valid, legal and binding obligations of the Corporation and
will (subject to applicable bankruptcy, moratorium, insolvency,
reorganization and other laws and legal principles affecting the
enforceability of creditors' rights generally) be enforceable as to the
Corporation in accordance with their terms; (iii) no change occurs in
applicable law or the pertinent facts; and (iv) the provisions of "blue sky"
and other securities laws as may be applicable have been complied with to the
extent required.

      Based upon the foregoing, and subject to the qualifications and
assumptions set forth herein, we are of the opinion as of the date hereof
that the shares of Common Stock to be issued pursuant to the Plans, when
issued and sold pursuant to and in accordance with the Registration Statement
and the Plans and upon receipt of the consideration required thereby, will be
legally issued, fully paid and non-assessable shares of Common Stock of the
Corporation.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                              Sincerely,

                              /s/ Breyer & Aguggia

                              BREYER & AGUGGIA

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                                 Exhibit 23.1

                          Consent of Deloitte & Touche LLP

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Deloitte &
  Touche LLP
                                                      
                  700 Fifth Avenue, Suite 4500    Telephone: (206) 292-1800
                  Seattle, Washington 98104-5044  Facsimile: (206) 343-7809

INDEPENDENT AUDITORS' CONSENT

Board of Directors
Interwest Bancorp, Inc.
Oak Harbor, Washington

We consent to the incorporation by reference in this Registration Statement
of Interwest Bancorp, Inc. on Form S-8 of our report dated October 28, 1994,
for Interwest Savings Bank and subsidiaries, appearing in the Annual Report
on Form 10-K of Interwest Bancorp, Inc. for the year ended September 30,
1995.


/s/ Deloitte & Touche LLP

September 27, 1996

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                                 Exhibit 23.2

                           Consent of Ernst & Young LLP

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Consent of Ernst & Young LLP

We consent to the incorporation by reference in the Registration Statement on
Form S-8 dated October 1, 1996 pertaining to the Central Bancorporation
Director Stock Option Plan and Central Bancorporation 1992 Employee Stock
Option Plan of our report dated October 13, 1995 with respect to the
consolidated financial statements of InterWest Bancorp, Inc. incorporated by
reference in its Annual Report on Form 10-K for the year ended September 30,
1995, filed with the Securities and Exchange Commission.

                               /s/ Ernst & Young LLP
Seattle, Washington

September 27, 1996

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                                 Exhibit 23.3

                  Consent of Breyer & Aguggia (see Exhibit 5)

PAGE
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                                  Exhibit 24

                    Power of Attorney (see signature page)

PAGE
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                                 Exhibit 99.1

               Central Bancorporation Director Stock Option Plan

PAGE
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                            CENTRAL BANCORPORATION

                          DIRECTOR STOCK OPTION PLAN

      1.  Purpose of the Plan.  The purpose of this Plan is to provide
additional incentives to directors of Central Bancorporation (and its
subsidiaries), thereby helping to attract and retain the best available
personnel for positions as directors of those corporations and otherwise
promoting the success of the business activities of such corporations.  It is
intended that Options issued pursuant to this Plan shall constitute
nonqualified stock options.

      2.  Definitions.  As used herein, the following definitions shall
apply:

            (a)  "Board" shall mean the Board of Directors of Central         
       Bancorporation.

            (b)  "Common Stock" shall mean Bancorp's common stock, par value  
       $1.67 per share.

            (c)  "Committee" shall mean the Board or the Committee appointed  
       by the Board in accordance with Section 4(a) of the Plan.

            (d)  "Continuous Status as a Director" shall mean the absence of  
       any interruption or termination of service as a Director.

            (e)  "Director" shall mean any person serving as a member of the
      Board of Bancorp or its subsidiaries.

            (f)  "Bancorp" shall mean Central Bancorporation, a Washington    
       corporation.

            (g)  "Option" shall mean a stock option granted pursuant to the   
       Plan, which shall constitute a Nonqualified Stock Option.

            (h)  "Optioned Stock" shall mean the Common Stock subject to an   
       Option.

            (i)  "Optionee" shall mean a Director who receives an Option.

            (j)  "Plan" shall mean this Director Stock Option Plan.

            (k)  "Parent" shall mean any corporation owning at least eighty   
       percent (80%) of the total voting power of the issued and outstanding  
       stock of Bancorp, and eighty percent (80%) of the total value of the   
       issued and outstanding stock of Bancorp.

                                        1
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            (l)  "Subsidiary" shall mean any bank or other corporation of     
       which not less than 50% of the voting shares are held by Bancorp or a  
       Subsidiary, whether or not such corporation now exists or is hereafter 
       organized or acquired by Bancorp or a Subsidiary.

       3.  Stock Subject to Options.

            (a)  Number of Shares Reserved.  The maximum number of shares     
       which may be optioned and sold pursuant to the Plan shall be 60,000    
       shares of the Common Stock of Bancorp (subject to adjustment as        
       provided in subparagraph 6(i) of the Plan).  During the term of this   
       Plan, Bancorp will at all times reserve and keep available a           
       sufficient number of shares of its Common Stock to satisfy the         
       requirements of the Plan.

            (b)  Expired Options.  If any outstanding Option expires or       
       becomes unexercisable for any reason without having been exercised in  
       full, the shares of Common Stock allocable to the unexercised portion  
       of such Option shall again become available for other Options.

       4.  Administration of the Plan.

            (a)  The Committee.  The Plan shall be administered by the Board  
       directly, acting as a Committee of the whole, or if the Board elects,  
       by a separate Committee appointed by the Board for that purpose and    
       consisting of at least three Board members.  All references in the     
       Plan to the "Committee" shall refer to such separate Committee, if any 
       is established, or if none is then in existence, shall refer to the    
       Board as a whole.  Once appointed, any such Committee shall continue   
       to serve until otherwise directed by the Board.  From time to time the 
       Board may increase the size of the Committee and appoint additional    
       members thereof, remove members (with or without cause), appoint new   
       members in substitution therefor, and fill vacancies however caused.   
       The Committee shall select one of its members as chairman, and shall   
       hold meetings at such times and places as the chairman or a majority   
       of the Committee may determine.

            Members of the Committee who are either eligible for Options or   
       who have been granted Options shall be counted for all purposes in     
       determining the existence of a quorum at any meetings of the Committee 
       and shall be eligible to vote on all matters before the Committee      
       respecting the granting of Options or administration of the Plan.

            At least annually, the Committee shall present a written report   
       to the Board indicating the Directors to whom Options have been        
       granted since the date of the last such report, and in each case the   
       date or dates of Options granted, the number of shares optioned, and   
       the Option price per share.

            At all times, the Board shall have the power to remove

                                           2
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       all members of the Committee and thereafter to directly administer the 
       Plan as a Committee of the whole.

            (b)  Powers of the Committee.  Subject to all provisions and      
       limitations of the Plan, the Committee shall have the authority and    
       discretion:

                 (1)  to determine the Directors to whom Options are to be    
            granted, the times of grant, and the number of shares to be       
            represented by each Option;

                 (2)  to determine the Option price for the shares of Common  
            Stock to be issued pursuant to each Option, subject to the        
            provisions of subparagraph 6(b) of the Plan;

                 (3)  to determine all other terms and conditions of each     
            Option granted under the Plan (including specifying the dates     
            upon which Options become exercisable), which need not be         
            identical;

                 (4)  to modify or amend the terms of any Option previously   
            granted, or to grant substitute Options, subject to the           
            provisions of subparagraphs 6(l) and 6(m) of the Plan;

                 (5)  to interpret the Plan;

                 (6)  to authorize any person or persons to execute and       
            deliver Option agreements or to take any other actions deemed by  
            the Committee to be necessary or appropriate to effectuate the    
            grant of Options by the Committee;

                 (7)  to make all other determinations and take all other     
            actions which the Committee deems necessary or appropriate to     
            administer the Plan in accordance with its terms and conditions.

      All actions of the Committee shall be either by (i) a majority vote of
the members of the full Committee at a meeting of the Committee, or (ii) by
unanimous written consent of all members of the full Committee without a
meeting thereof.

      All decisions, determinations and interpretations of the Committee
shall be final and binding upon all persons, including all Optionees and any
other holders or persons interested in any Options, unless otherwise
expressly determined by a vote of the majority of the entire Board.  No
member of the Committee or of the Board shall be liable for any action or
determination made in good faith with respect to the Plan or any Option.

                                     3
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      5.  Eligibility.  Options may be granted only to Directors.

      Granting of Options pursuant to the Plan shall be entirely
discretionary with the Committee, and the adoption of this Plan shall not
confer upon any Director any right to receive any Option or Options pursuant
to the Plan unless and until said Options are granted by the Committee, in
its sole discretion.  Neither the adoption of the Plan nor the granting of
any Options pursuant to the Plan shall confer upon any Director or Optionee
any right with respect to continuation of status as a Director, nor shall the
same interfere in any way with his right or with the right of the
shareholders of Bancorp or any Subsidiary to terminate his status as a
Director at any time.

      6.  Terms and Conditions of Options.  All Options granted pursuant to
the Plan must be authorized by the Committee, and must be documented in
written agreements in such form as the Committee shall from time to time
approve, which agreements shall comply with and be subject to all of the
following terms and conditions:

            (a)  Number of Shares.  Each Option agreement shall state the     
      number of shares subject to Option.  Any number of Options may be       
      granted to a single eligible Director at any time and from time to      
      time.

            (b)  Option Price and Consideration.  The Option price for the    
      shares of Common Stock to be issued pursuant to the Option shall be     
      such price, not less than the greater of net book value or fair market  
      value, as is determined by the Committee.

            The Option price shall be payable either (i) in United States     
       dollars upon exercise of the Option, or (ii) if approved by the Board, 
       other consideration including without limitation Common Stock of       
       Bancorp, services, or other property.

            (c)  Term of Option.  Subject to other applicable provisions of   
       the Plan including but not limited to Section 6(e) herein, the term of 
       each Option shall be determined by the Committee in its discretion.

            (d)  Manner of Exercise; Rights as Shareholder.  An Option shall  
       be deemed to be exercised when written notice of exercise has been     
       given to Bancorp in accordance with the terms of the Option by the     
       person entitled to exercise the Option, together with full payment for 
       the shares of Common Stock subject to said notice.

            (e)  Death of Optionee.  In the event of the death of an Optionee 
       who at the time of his death was a Director and who had been in        
       Continuous Status as an Director since the date of grant of the        
       Option, the Option shall terminate on the earlier of (i) one year      
       after the date of death of the Optionee, or (ii) the expiration date   
       otherwise provided in the Option

                                      4
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       agreement, except that if the expiration date should occur             
       during the 90-day period immediately following the Optionee's death,   
       such Option shall terminate at the end of such 90-day period.  The     
       Option shall be exercisable at any time prior to such termination by   
       the Optionee's estate, or by such person or persons who have acquired  
       the right to exercise the Option by bequest or by inheritance or by    
       reason of the death of the Optionee.

            (f)  Disability of Optionee.  If an Optionee's status as a        
       Director is terminated at any time during the Option period by reason  
       of a disability (within the meaning of Section 22(e)(3) of the         
       Internal Revenue Code) and if said Optionee had been in Continuous     
       Status as a Director at all times between the date of grant of the     
       Option and the termination of his status as a Director, his Option     
       shall terminate on the earlier of (i) one year after the date of       
       termination of his status as a Director, or (ii) the expiration date   
       otherwise provided in his Option agreement.

            (g)  Termination of Status as a Director.

                 (1)  If an Optionee's status as a Director is terminated at  
             any time after the grant of his Option for any reason other than 
             death or disability, as provided in subparagraphs (e) and (f)    
             above, and excepting if the Director is removed for cause, as    
             provided in (2) below, his Option shall terminate on the earlier 
             of (i) the same day of the third month after the date of         
             termination of his status as a Director, or (ii) the expiration  
             date otherwise provided in his Option agreement.

                 (2)  If an Optionee is removed as a Director for cause at    
             any time after the grant of his Option, then his Option shall    
             terminate on the date of termination of his status as an         
             Director.  For this purpose, cause shall be deemed to exist only 
             if the Board has reasonable grounds to believe that Bancorp has  
             suffered or will suffer substantial injury as a result of the    
             gross negligence or dishonesty of the Director whose removal is  
             proposed.

            (h)  Non-transferability of Options.  No Option granted pursuant  
       to the Plan may be sold, pledged, assigned, hypothecated, transferred, 
       or disposed of in any manner other than by will or by the laws of      
       descent or distribution and may be exercised, during the lifetime of   
       the Optionee, only by the Optionee.

            (i)  Adjustments Upon Changes in Capitalization.  Subject to any  
       required action by the shareholders of Bancorp, the number of shares   
       of Common Stock covered by each outstanding Option, the number of      
       shares of Common Stock available for grant of additional Options, and  
       the price per share of Common Stock specified in each outstanding      
       Option, shall be proportionately adjusted for any increase or decrease 
       in the 
                                       5
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       number of issued shares of Common Stock resulting from any stock split 
       or other subdivision or consolidation of shares, the payment of any    
       stock dividend (but only on the Common Stock) or any other increase or 
       decrease in the number of such shares of Common Stock effected without 
       receipt of consideration by Bancorp; provided, however, that           
       conversion of any convertible securities of Bancorp shall not be       
       deemed to have been "effected without receipt of consideration."  Such 
       adjustment shall be made by the Committee, whose determination in that 
       respect shall be final, binding and conclusive.

            Except as otherwise expressly provided in this subparagraph 6(i), 
       no Optionee shall have any rights by reason of any stock split or the  
       payment of any stock dividend or any other increase or decrease in the 
       number of shares of Common Stock.  Except as otherwise expressly       
       provided in this subparagraph 6(i), any issue by Bancorp of shares of  
       stock of any class, or securities convertible into shares of stock of  
       any class, shall not affect the number of shares or price of Common    
       Stock subject to any Options, and no adjustments in Options shall be   
       made by reason thereof.  The grant of an Option pursuant to the Plan   
       shall not affect in any way the right or power of Bancorp to make      
       adjustments, reclassifications, reorganizations or changes of its      
       capital or business structure.

            (j)  Date of Grant of Option.  The date of grant of an Option     
       shall,  for all purposes, be the date on which the Committee makes the
       determination granting such Option.  Said date of grant shall be       
       specified in the Option agreement.

            (k)  Conditions Upon Issuance of Shares.  Shares of Common Stock  
       shall not be issued with respect to an Option granted under the Plan   
       unless the exercise of such Option and the issuance and delivery of    
       such shares pursuant thereto shall comply with all applicable          
       provisions of law, including, applicable federal and state securities  
       laws.

            As a condition to the exercise of an Option, Bancorp may require  
       the person exercising such Option to represent and warrant at the time 
       of exercise that the shares of Common Stock are being purchased only   
       for investment and without any present intention to sell or distribute 
       such Common Stock if, in the opinion of counsel for Bancorp, such a    
       representation is required by any of the aforementioned relevant       
       provisions of law.

            (l)  Merger, Sale of Assets, Etc.  In the event of the merger or  
       reorganization of Bancorp with or into any other corporation, or in    
       the event of a proposed sale of substantially all of the assets of     
       Bancorp, or in the event of a proposed dissolution or liquidation of   
       Bancorp (collectively, "sale transaction"): (1) all outstanding        
       Options that are not then fully exercisable shall become

                                       6
PAGE
<PAGE>
       exercisable upon the date of closing of any sale transaction or such   
       earlier date as the Committee may fix; and (2) the Committee may, in   
       the exercise of its sole discretion, terminate all outstanding Options 
       as of a date fixed by the Committee.  In such event, however, the      
       Committee shall notify each Optionee of such action in writing not     
       less than sixty (60) days prior to the termination date fixed by the   
       Committee, and each Optionee shall  have the right to exercise his     
       Option prior to said termination date.
 
            (m)  Substitute Stock Options.  In connection with the            
       acquisition or proposed acquisition by Bancorp or any Subsidiary,      
       whether by merger, acquisition of stock or assets, or other            
       reorganization transaction, of a business any directors of which have  
       been granted stock options, the Committee is authorized to issue, in   
       substitution of any such unexercised stock option, a new Option under  
       this Plan which confers upon the Optionee substantially the same       
       benefits as the old option.

            (n)  Tax Compliance.  Bancorp, in its sole discretion, may take   
       any actions reasonably believed by it to be required to comply with    
       any local, state, or federal tax laws relating to the reporting or     
       withholding of taxes attributable to the grant or exercise of any      
       Option or the disposition of any shares of Common Stock issued upon    
       exercise of an Option, including, but not limited to, (i) withholding  
       from any Optionee exercising an Option a number of shares of Common    
       Stock having a fair market value equal to the amount required to be    
       withheld by Bank under applicable tax laws, and (ii) withholding from  
       any form of compensation or other amount due an Optionee or holder of  
       shares of Common Stock issued upon exercise of an Option any amount    
       required to be withheld by Bank under applicable tax laws.             
       Withholding or reporting shall be considered required for purposes of  
       this subparagraph if any tax deduction or other favorable tax          
       treatment available to Bank is conditioned upon such reporting or      
       withholding.

            (o)  Other Provisions.   Option agreements executed pursuant to   
       the Plan may contain such other provisions as the Committee shall deem 
       advisable.

      7.  Term of the Plan.  The Plan shall become effective on the date of
shareholder approval of the Plan as provided in paragraph 9 of the Plan. 
Unless sooner terminated as provided in subparagraph 8(a) of the Plan, the
Plan shall terminate on the tenth anniversary of its effective date.  Options
may be granted at any time after the effective date and prior to the date of
termination of the Plan.
                                 7
PAGE
<PAGE>

      8.  Amendment or Early Termination of the Plan.

           (a)  Amendment or Early Termination.  The Board may terminate the  
      Plan at any time.  The Board may amend the Plan at any time and from    
      time to time in such respects as the Board may deem advisable, except   
      that, without approval of the shareholders, no such revision or         
      amendment shall increase the number of shares of Common Stock subject   
      to the Plan other than in connection with an adjustment under           
      subparagraph 6(i) of the Plan.

            (b)  Effect of Amendment or Termination.  No amendment or         
       termination of the Plan shall affect Options granted prior to such     
       amendment or termination, and all such Options shall remain in full    
       force and effect notwithstanding such amendment or termination.

      9.  Shareholder Approval.  Effectiveness of the Plan shall be subject
to approval of the Plan by affirmative vote of the share- holders of Bancorp
at a duly convened meeting.


                            CERTIFICATE OF ADOPTION

      I certify that the foregoing Director Stock Option Plan was approved by
the Board of Directors of Central Bancorporation on __________, 199_, and by
its shareholders on _____________, 1994.



                                         ______________________________
                                         Secretary

                                   8
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<PAGE>
                                 Exhibit 99.2

            Central Bancorporation 1992 Employee Stock Option Plan<PAGE>

                       CENTRAL BANCORPORATION
                    1992 EMPLOYEE STOCK OPTION PLAN

     1.   Purpose of the Plan.  The purpose of this Plan is to provide
additional incentives to key employees of Central Bancorporation and any of
its current or future Subsidiaries, thereby helping to attract and retain the
best available personnel for positions of responsibility with those
corporations and otherwise promoting the success of the business activities of
such corporations.  It is intended that Options issued pursuant to this Plan
shall constitute either "incentive stock options" within the meaning of
Section 422A of the Internal Revenue Code or nonqualified stock options.

     2.   Definitions.  As used herein, the following definitions
shall apply:

          (a)  "Board" shall mean the Board of Directors of the Employer.

          (b)  "Common Stock" shall mean the Employer's common stock, par      
     value $1.67 per share.

          (c)  "Committee" shall mean the Board or the Committee appointed by  
     the Board in accordance with Section 4(a) of the Plan.

          (d)  "Continuous Status as an Employee" shall mean the absence of    
     any interruption or termination of service as an Employee.  Continuous    
     Status as an Employee shall not be considered interrupted in the case of  
     sick leave, military leave, or any other approved leave of absence.

          (e)  "Employee" shall mean any person employed by the Employer or    
     any Parent or Subsidiary of the Employer which acquired by the Employer.

          (f)  "Employer" shall mean Central Bancorporation, a Washington      
     corporation.

          (g)  "Option" shall mean a stock option granted pursuant to the      
     Plan.  Options shall include both Incentive Stock Options under Section   
     422A of the Internal Revenue Code and Nonqualified Stock Options.

          (h)  "Optioned Stock" shall mean the Common Stock subject to an      
     Option.

          (i)  "Optionee" shall mean an Employee who receives an Option.

          (j)  "Plan" shall mean this Employee Stock Option Plan.

                                        1
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<PAGE>
          (k)  "Parent" shall mean any corporation having a relationship with  
     the Employer as described in Section 425(e) of the Internal Revenue Code.

          (l)  "Shareholder-Employee" shall mean an Employee who owns stock    
     representing more than ten percent (10%) of the total combined voting     
     power of all classes of stock of the Employer or of any Parent or         
     Subsidiary.  For this purpose, the attribution of stock ownership rules   
     provided in Section 425(d) of the Internal Revenue Code shall apply.

          (m)  "Subsidiary" shall mean any bank or other corporation of which  
     not less than 50% of the voting shares are held by the Employer or a      
     Subsidiary, whether or not such corporation now exists or is hereafter    
     organized or acquired by the Employer or a Subsidiary.

     3.   Stock Subject to Options.

          (a)  Number of Shares Reserved.  The maximum number of shares which  
     may be optioned and sold pursuant to the Plan shall be 60,000 shares of   
     the Common Stock of the Employer (subject to adjustment as provided in    
     subparagraph 6(i) of the Plan).  During the term of this Plan, the        
     Employer will at all times reserve and keep available a sufficient number 
     of shares of its Common Stock to satisfy the requirements of the Plan.

          (b)  Expired Options.  If any outstanding Option expires or becomes  
     unexercisable for any reason without having been exercised in full, the   
     shares of Common Stock allocable to the unexercised portion of such       
     Option shall again become available for other Options.

     4.   Administration of the Plan.

          (a)  The Committee.  The Plan shall be administered by the Board     
     directly, acting as a Committee of the whole, or if the Board elects, by  
     a separate Committee appointed by the Board for that purpose and          
     consisting of at least three Board members.  All references in the Plan   
     to the "Committee" shall refer to such separate Committee, if any is      
     established, or if none is then in existence, shall refer to the Board as 
     a whole.  Once appointed, any such Committee shall continue to serve      
     until otherwise directed by the Board.  From time to time the Board may   
     increase the size of the Committee and appoint additional members         
     thereof, remove members (with or without cause), appoint new members in   
     substitution therefor, and fill vacancies however caused.  The Committee  
     shall select one of its members as chairman, and shall hold meetings at   
     such times and places as the chairman or a majority of the Committee may  
     determine.

                                        2
PAGE
<PAGE>
          At all times, a majority of the members of the Committee shall       
     consist of members of the Board who are not eligible to receive Options   
     under the Plan.  Members of the Committee who are either eligible for     
     Options or who have been granted Options shall be counted for all         
     purposes in determining the existence of a quorum at any meetings of the  
     Committee and shall be eligible to vote on all matters before the         
     Committee respecting the granting of Options or administration of the     
     Plan, except only that no such members shall vote or otherwise act upon   
     the grant or the modification of the terms of any Option granted or to be 
     granted to himself.

          At least annually, the Committee shall present a written report to   
     the Board indicating the Employees to whom Options have been granted      
     since the date of the last such report, and in each case the date or      
     dates of Options granted, the number of shares optioned, and the Option   
     price per share.

          At all times, the Board shall have the power to remove all members   
     of the Committee and thereafter to directly administer the Plan as a      
     Committee of the whole.

          (b)  Powers of the Committee.  Subject to all provisions and         
     limitations of the Plan, the Committee shall have the authority and       
     discretion:

               (1)  to determine the Employees to whom Options are to be       
          granted, the times of grant, and the number of shares to be          
          represented by each Option;

               (2)  to determine the Option price for the shares of Common     
          Stock to be issued pursuant to each Option, subject to the           
          provisions of subparagraph 6(b) of the Plan in the case of Incentive 
          Stock Options;
 
               (3)  to determine all other terms and conditions of each Option 
          granted under the Plan (including specifying the dates upon which    
          Options become exercisable), which need not be identical;

               (4)  to modify or amend the terms of any Option previously      
          granted, or to grant substitute Options, subject to the provisions   
          of subparagraphs 6(l) and 6(m) of the Plan;

               (5)  to interpret the Plan;

               (6)  to authorize any person or persons to execute and deliver  
          Option agreements or to take any other actions deemed by the         
          Committee to be necessary or appropriate to effectuate the grant of  
          Options by the Committee;

                                        3
PAGE
<PAGE>
               (7)  to make all other determinations and take all other        
          actions which the Committee deems necessary or appropriate to        
          administer the Plan in accordance with its terms and conditions.

     All actions of the Committee shall be either by (i) a majority vote of
the members of the full Committee at a meeting of the Committee, or (ii) by
unanimous written consent of all members of the full Committee without a
meeting thereof.

     All decisions, determinations and interpretations of the Committee shall
be final and binding upon all persons, including all Optionees and any other
holders or persons interested in any Options, unless otherwise expressly
determined by a vote of the majority of the entire Board.  No member of the
Committee or of the Board shall be liable for any action or determination made
in good faith with respect to the Plan or any Option.

     5.   Eligibility.  Options may be granted only to Employees whom the
Committee, in its discretion, determines to be key Employees.

     Granting of Options pursuant to the Plan shall be entirely discretionary
with the Committee, and the adoption of this Plan shall not confer upon any
Employee any right to receive any Option or Options pursuant to the Plan
unless and until said Options are granted by the Committee, in its sole
discretion.  Neither the adoption of the Plan nor the granting of any Options
pursuant to the Plan shall confer upon any Employee or Optionee any right with
respect to continuation of employment, nor shall the same interfere in any way
with his right or with the right of the Employer or any Subsidiary to
terminate his employment at any time.

     6.   Terms and Conditions of Options.  All Options granted pursuant to
the Plan must be authorized by the Committee, and must be documented in
written agreements in such form as the Committee shall from time to time
approve, which agreements shall comply with and be subject to all of the
following terms and conditions:

          (a)  Number of Shares; Annual Limitation.  Each Option agreement     
     shall state whether the Option is an Incentive Stock Option or a          
     Nonqualified Stock Option and the number of shares subject to Option.     
     Any number of Options may be granted to a single eligible Employee at any 
     time and from time to time, except that, in the case of Incentive Stock   
     Options, the aggregate fair market value (determined as of the time each  
     Option is granted) of all shares of Common Stock with respect to which    
     Incentive Stock Options become exercisable for the first time by such     
     Employee in any one calendar year (under all incentive stock option plans 
     of the Employer, its Parent and all of its subsidiaries taken together)   
     shall not exceed $100,000.

                                        4
PAGE
<PAGE>
          (b)  Option Price and Consideration.  The Option price for the       
     shares of Common Stock to be issued pursuant to the Option shall be such  
     price, not less than the par value, as is determined by the Committee,    
     but, in the case of Incentive Stock Options, shall in no event be less    
     than the fair market value of the Common Stock on the date of grant of    
     the Incentive Stock Option.

          In the case of an Incentive Stock Option granted to an Employee who, 
     immediately before the grant of such Incentive Stock Option, is a         
     Shareholder-Employee, the Incentive Stock Option price shall be at least  
     110% of the fair market value of the Common Stock on the date of grant of 
     the Incentive Stock Option.

          The fair market value shall be determined by the Committee in its    
     discretion; provided, however, that in the event that there is a public   
     market for the Common Stock, the fair market value shall be the mean of   
     the bid and asked prices of the Common Stock as of the date of grant as   
     reported on the National Association of Securities Dealers Automatic      
     Quotation System (NASDAQ), or, in the event the Common Stock is listed on 
     a stock exchange, the fair market value shall be the closing price on the 
     exchange as of the date of grant of the Option.

          The Option price shall be payable either (i) in United States        
     dollars upon exercise of the Option, or (ii) if approved by the Board,    
     other consideration including without limitation Common Stock of the      
     Employer, services, or other property.

          (c)  Term of Option.  No Incentive Stock Option granted pursuant to  
     the Plan shall in any event be exercisable after the expiration of ten    
     (10) years from the date such Option is granted, except that the term of  
     an Incentive Stock Option granted to an Employee who, immediately before  
     such Incentive Stock Option is granted, is a Shareholder-Employee shall   
     be for not more than five (5) years from the date of grant thereof.       
     Subject to the foregoing and other applicable provisions of the Plan      
     including but not limited to Section 6(e) herein, the term of each Option 
     shall be determined by the Committee in its discretion.

          (d)  Manner of Exercise; Rights as Shareholder.  An Option shall be  
     deemed to be exercised when written notice of exercise has been given to  
     the Employer in accordance with the terms of the Option by the person     
     entitled to exercise the Option, together with full payment for the       
     shares of Common Stock subject to said notice.

          (e)  Death of Optionee.  In the event of the death of an Optionee    
     who at the time of his death was an Employee and who had been in          
     Continuous Status as an Employee since the date of

                                        5
PAGE
<PAGE>
     grant of the Option,the Option shall terminate on the earlier of (i)      
     one year after the date of death of the Optionee, or (ii) the expiration  
     date otherwise provided in the Option agreement except that if the        
     expiration date of a Nonqualified Stock Option should occur during the    
     90-day period immediately following the Optionee's death, such Option     
     shall terminate at the end of such 90-day period.  The Option shall be    
     exercisable at any time prior to such termination by the Optionee's       
     estate, or by such person or persons who have acquired the right to       
     exercise the Option by bequest or by inheritance or by reason of the      
     death of the Optionee.

          (f)  Disability of Optionee.  If an Optionee's status as an Employee 
     is terminated at any time during the Option period by reason of a         
     disability (within the meaning of Section 22(e)(3) of the Internal        
     Revenue Code) and if said Optionee had been in Continuous Status as an    
     Employee at all times between the date of grant of the Option and the     
     termination of his status as an Employee, his Incentive Stock Option      
     shall terminate on the earlier of (i) one year after the date of          
     termination of his status as an Employee, or (ii) the expiration date     
     otherwise provided in his Option agreement.

          (g)  Termination of Status as an Employee.

               (1)  If an Optionee's status as an Employee is terminated at    
          any time after the grant of his Option for any reason other than     
          death or disability, as provided in subparagraphs (e) and (f) above, 
          and not by reason of fraud or willful misconduct, as provided in (2) 
          below, his Option shall terminate on the earlier of (i) the same day 
          of the third month after the date of termination of his status as an 
          Employee, or (ii) the expiration date otherwise provided in his      
          Option agreement.

               (2)  If an Optionee's status as an Employee is terminated at    
          any time after the grant of his Option by reason of fraud or willful 
          misconduct, then his Option shall terminate on the date of           
          termination of his status as an Employee.

          (h)  Non-transferability of Options.  No Option granted pursuant to  
     the Plan may be sold, pledged, assigned, hypothecated, transferred, or    
     disposed of in any manner other than by will or by the laws of descent or 
     distribution and may be exercised, during the lifetime of the Optionee,   
     only by the Optionee.

          (i)  Adjustments Upon Changes in Capitalization.  Subject to any     
     required action by the shareholders of the Employer, the number of shares 
     of Common Stock covered by each outstanding Option, the number of shares  
     of Common Stock  available for grant of additional Options, and the price 
     per share of Common Stock specified in each outstanding Option,
 
                                        6
PAGE
<PAGE>
     shall be proportionately adjusted for any increase or decrease in the     
     number of issued shares of Common Stock resulting from any stock split or 
     other subdivision or consolidation of shares, the payment of any stock    
     dividend (but only on the Common Stock) or any other increase or decrease 
     in the number of such shares of Common Stock effected without receipt of  
     consideration by the Employer; provided, however, that conversion of any  
     convertible securities of the Employer shall not be deemed to have been   
     "effected without receipt of consideration." Such adjustment shall be     
     made by the Committee, whose determination in that respect shall be       
     final, binding and conclusive.

          No Incentive Stock Option shall be adjusted by the Committee         
     pursuant to this subparagraph 6(i) in a manner which causes the Option to 
     fail to continue to qualify as an incentive stock option within the       
     meaning of Section 422A of the Internal Revenue Code.

          Except as otherwise expressly provided in this subparagraph 6(i), no 
     Optionee shall have any rights by reason of any stock split or the        
     payment of any stock dividend or any other increase or decrease in the    
     number of shares of Common Stock.  Except as otherwise expressly provided 
     in this subparagraph 6(i), any issue by the Employer of shares of stock   
     of any class, or securities convertible into shares of stock of any       
     class, shall not affect the number of shares or price of Common Stock     
     subject to any Options, and no adjustments in Options shall be made by    
     reason thereof.  The grant of an Option pursuant to the Plan shall not    
     affect in any way the right or power of the Employer to make adjustments, 
     reclassifications, reorganizations or changes of its capital or business  
     structure.

          (j)  Date of Grant of Option.  The date of grant of an Option shall, 
     for all purposes, be the date on which the Committee makes the            
     determination granting such Option. Said date of grant shall be specified 
     in the Option agreement.
 
          (k)  Conditions Upon Issuance of Shares.  Shares of Common Stock     
     shall not be issued with respect to an Option granted under the Plan      
     unless the exercise of such Option and the issuance and delivery of such  
     shares pursuant thereto shall comply with all relevant provisions of law, 
     including, without limitation, the Securities Act of 1933, as amended,    
     the Securities Exchange Act of 1934, as amended, the rules and            
     regulations promulgated thereunder, and the requirements of any stock     
     exchange upon which the Common Stock may then be listed, and shall be     
     further subject to the approval of counsel for the Employer with respect  
     to such compliance.

          As a condition to the exercise of an Option, the Employer may        
     require the person exercising such Option to represent and warrant at the 
     time of exercise that the shares of Common

                                        7
PAGE
<PAGE>
     Stock are being purchased only for investment and without any present     
     intention to sell or distribute such Common Stock if, in the opinion of   
     counsel for the Employer, such a representation is required by any of the 
     aforementioned relevant provisions of law.

          (l)  Merger, Sale of Assets, Etc.  In the event of the merger or     
     reorganization of the Employer with or into any other corporation, or in  
     the event of a proposed sale of substantially all of the assets of the    
     Employer, or in the event of a proposed dissolution or liquidation of     
     the Employer (collectively, "sale transaction"): (1) all outstanding      
     Options that are not then fully exercisable shall become exercisable      
     upon the date of closing of any sale transaction or such earlier date as  
     the Committee may fix; and (2) the Committee may, in the exercise of its  
     sole discretion, terminate all outstanding Options as of a date fixed by  
     the Committee.  In such event, however, the Committee shall notify each   
     Optionee of such action in writing not less than sixty (60) days prior    
     to the termination date fixed by the Committee, and each Optionee shall   
     have the right to exercise his Option prior to said termination date.

          (m)  Substitute Stock Options.  In connection with the acquisition   
     or proposed acquisition by the Employer or any Subsidiary, whether by     
     merger, acquisition of stock or assets, or other reorganization           
     transaction, of a business any employees of which have been granted       
     incentive stock options, the Committee is authorized to issue, in         
     substitution of any such unexercised stock option, a new Option under     
     this Plan which confers upon the Optionee substantially the same          
     benefits as the old option; provided, however, that the issuance of any   
     new Option for an old incentive stock option shall satisfy the            
     requirements of Section 425(a) of the Internal Revenue Code.

          (n)  Tax Compliance.  The Employer, in its sole discretion, may take 
     any actions reasonably believed by it to be required to comply with any   
     local, state, or federal tax laws relating to the reporting or            
     withholding of taxes attributable to the grant or exercise of any Option  
     or the disposition of any shares of Common Stock issued upon exercise of  
     an Option, including, but not limited to, (i) withholding from any        
     Optionee exercising an Option a number of shares of Common Stock having   
     a fair market value equal to the amount required to be withheld by        
     Employer under applicable tax laws, and (ii) withholding from any form    
     of compensation or other amount due an Optionee or holder of shares of    
     Common Stock issued upon exercise of an Option any amount required to be  
     withheld by Employer under applicable tax laws.  Withholding or           
     reporting shall be considered required for purposes of this subparagraph  
     if any tax deduction or other favorable tax treatment available to        
     Employer is conditioned upon such reporting or withholding.

                                        8
PAGE
<PAGE>
          (o)  Other Provisions.  Option agreements executed pursuant to the   
     Plan may contain such other provisions as the Committee shall deem        
     advisable, provided in the case of Incentive Stock Options that the       
     provisions are not inconsistent with the provisions of Section 422A(b)    
     of the Internal Revenue Code or with any of the other terms and           
     conditions of this Plan.

     7.   Term of the Plan.  The Plan shall become effective on the earlier of
(a) the date of adoption of the Plan by the Board; or (b) the date of
shareholder approval of the Plan as provided in paragraph 9 of the Plan. 
Unless sooner terminated as provided in subparagraph 8(a) of the Plan, the
Plan shall terminate on the tenth anniversary of its effective date.  Options
may be granted at any time after the effective date and prior to the date of
termination of the Plan.

     8.   Amendment or Early Termination of the Plan.

          (a)  Amendment or Early Termination.  The Board may terminate the    
     Plan at any time.  subject to the prior approval of the Washington        
     Supervisor of Banking, the Board may amend the Plan at any time and from  
     time to time in such respects as the Board may deem advisable, except     
     that, without approval of the holders of a majority of the outstanding    
     shares of the Common Stock, no such revision or amendment shall:

               (1)  increase the number of shares of Common Stock subject to   
          the Plan other than in connection with an adjustment under           
          subparagraph 6(i) of the Plan; or

               (2)  change the designation of the class of Employees eligible  
          to be granted Options, as provided in paragraph 5 of the Plan.

          (b)  Effect of Amendment or Termination.  No amendment or            
     termination of the Plan shall affect Options granted prior to such        
     amendment or termination, and all such Options shall remain in full force 
     and effect notwithstanding such amendment or termination.

     9.   Shareholder Approval.  Continuance of the Plan shall be subject to
approval of the Plan by affirmative vote of the holders of a majority of the
outstanding shares of Common Stock of the Employer at a duly convened meeting
of the shareholders of the Employer, which approval must occur within twelve
(12) months before or after the date of adoption of the Plan by the Board.

                                        9
<PAGE>
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REGISTRATION STATEMENT NO. 333-_____
                                    Filed October 1, 1996

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                           INTERWEST BANCORP, INC.               
            (Exact name of registrant as specified in its charter)

         Washington                                  91-1691216      
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)                 Identification No.)

                             1259 West Pioneer Way
                         Oak Harbor, Washington  98277
                               (206) 679-4181
                   (Address of principal executive offices)

               Central Bancorporation Director Stock Option Plan
            Central Bancorporation 1992 Employee Stock Option Plan
                           (Full title of the Plan)

      Stephen M. Walden                        Copies to:
      President and Chief                      Eric S. Kracov, Esquire
       Executive Officer                       Breyer & Aguggia
      InterWest Bancorp, Inc.                  1300 I Street, N.W.
      1259 West Pioneer Way                    Suite 470 East
      Oak Harbor, Washington 98277             Washington, D.C.  20005
      (206) 679-4181                           (202) 737-7900
      Name, address and telephone
      number of agent for service

                               Page 1 of 7 Pages
                     Index to Exhibits Appears on Page 4.
PAGE
Calculation of Registration Fee

Title of 
Securities       Amount     Proposed Maximum   Proposed Maximum   Amount of
  to be           to be      Offering Price        Aggregate    Registration
Registered      Registered    Per Share(1)     Offering Price(1)     Fee

Common Stock,
$.20 par
value            136,539        $29.69(2)         $4,053,843      $1,398
                                                                              
(1)  Estimated solely for the purpose of calculating the amount of the        
     registration fee.  Pursuant to Rule 457(c) under the Securities Act of   
     1933, as amended, (the "Securities Act"), the price per share is         
     estimated to be $29.69, based upon the average of the high and low       
     trading prices of the common stock, $.20 par value per share ("Common    
     Stock") of Interwest Bancorp, Inc. (the "Registrant"), as reported on    
     the Nasdaq Stock Market on September 30, 1996.

(2)  Of this number, 56,400 shares are being registered for issuance under    
     the Central Bancorporation Director Stock Option Plan and 80,139 shares  
     are being registered for issuance under the Central Bancorporation 1992  
     Employee Stock Option Plan (the foregoing plans are referred to          
     collectively herein as the "Plans"); together with an indeterminate      
     number of shares reserved for issuance pursuant to the Plans as a result 
     of any future stock split, stock dividend or similar adjustment of the   
     outstanding Common Stock.

     This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act of
1933, as amended, and 17 C.F.R. Section 230.462.

                                       -2-
PAGE
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Certain Documents by Reference

       The following documents filed with the Commission are incorporated in
this Registration Statement by reference:

       (1)  the Registrant's Annual Report on Form 10-K (File No. 0-26632)
for the year ended September 30, 1995, dated December 20, 1995 and amended
April 26, 1996;

       (2)  the Registrant's Registration Statement on Form S-4 (File No.
333-2452), dated March 15, 1996 and amended April 29, 1996; and

       (3)  The description of the Common Stock contained in the Registrant's
Joint Proxy Statement/Prospectus dated May 6, 1996 and filed as part of the
Registrant's Registration Statement on Form S-4 (File No. 333-2452), dated
March 15, 1996 and amended April 29, 1996.

       All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act, after the date of and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities covered hereby then
remaining unsold, shall also be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof commencing on the
respective dates on which such documents are filed.

       Any statement contained in this Registration Statement, or in a
document incorporated or deemed to be incorporated by reference herein, shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein, or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4.     Description of Securities

       Not Applicable

Item 5.     Interests of Named Experts and Counsel

       Not Applicable

Item 6.     Indemnification of Directors and Officers

       Section 23B.08.510 of the Revised Code of Washington sets forth
circumstances under which a corporation may indemnify an individual.

       Article IX of Registrant's Articles of Incorporation provides for
indemnification of the directors of the Registrant for monetary damages for
conduct as a director, except for liability of the director for acts or
omissions that involve: (i) intentional misconduct by the director; (ii) a
knowing violation of law by the director; (iii) conduct violating Section
23B.08.310 of the Revised Code of Washington; or (iv) any transaction from
which the director will personally receive a benefit in money, property or
services to which the director is not legally entitled.

                                      -3-
PAGE
Item 7.     Exemption From Registration Claimed

       Not Applicable

Item 8.     Exhibits

       The following exhibits are filed with or incorporated by reference
into this Registration Statement on Form S-8:

       No.                    Exhibit

        5               Opinion of Breyer & Aguggia

       23.1             Consent of Deloitte & Touche LLP

       23.2             Consent of Ernst & Young LLP

       23.3             Consent of Breyer & Aguggia (see Exhibit 5)

       24               Power of attorney (see signature pages)

       99.1             Central Bancorporation Director Stock Option Plan

       99.2             Central Bancorporation 1992 Employee Stock Option
Plan

Item 9.     Undertakings

       The undersigned Registrant hereby undertakes:

       1.   To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act,
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration
Statement, and (iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement
or any material change in such information in the Registration Statement;
provided, however, that clauses (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those clauses is
contained in periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.

       2.   That, for the purposes of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed the initial bona
fide offering thereof.

       3.   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

       4.   That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to a new registration
statement relating to the securities offered therein, and that offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

                                  -4-
PAGE
5.   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officer and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against liabilities (other than the payment by the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the questions whether such indemnification
by it is against public policy expressed in the Securities Act will and will
be governed by the final adjudication of such issue.

                                   -5-
PAGE
SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933,
InterWest Bancorp, Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of Oak Harbor, and State
of Washington the 1st day of October 1996.

                                   INTERWEST BANCORP, INC.

                                   By: /s/ Stephen M. Walden
                                       Stephen M. Walden
                                       President and Chief Executive Officer
                                       (Principal Executive Officer)

                               POWER OF ATTORNEY

            Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.  Each person whose signature appears
below hereby makes, constitutes and appoints Stephen M. Walden his true and
lawful attorney, with full power to sign for such person and in such person's
name and capacity indicated below, and with full power of substitution any
and all amendments to this Registration Statement, hereby ratifying and
confirming such person's signature as it may be signed by said attorney to
any and all amendments.

By:/s/ Stephen M. Walden                       Date:  October 1, 1996
   Stephen M. Walden
   President and Chief Executive Officer
   (Principal Executive Officer)

By:/s/ H. Glenn Mouw                           Date:  October 1, 1996
   H. Glenn Mouw
   Executive Vice President and Chief
   Financial Officer
   (Principal Financial Officer)

By:/s/ Carla Tucker                            Date:  October 1, 1996
   Carla Tucker
   Vice President and Controller
   (Principal Accounting Officer)

By:/s/ Barney R. Beeksma                       Date:  October 1, 1996
   Barney R. Beeksma
   Director
                                      -6-
PAGE
By:/s/ Gary M. Bolyard                         Date:  October 1, 1996
   Gary M. Bolyard
   Director

By:/s/ Larry Carlson                           Date:  October 1, 1996
   Larry Carlson
   Director

By:/s/ Michael T. Crawford                     Date:  October 1, 1996
   Michael T. Crawford
   Director

By:/s/ Jean Gorton                             Date:  October 1, 1996
   Jean Gorton
   Director

By:/s/ Henry Koetje                            Date:  October 1, 1996
   Henry Koetje
   Director

By:/s/ C. Stephen Lewis                        Date:  October 1, 1996
   C. Stephen Lewis
   Director

By:/s/ Clark H. Mock                           Date:  October 1, 1996
   Clark H. Mock
   Director

By:/s/ Russel E. Olson                         Date:  October 1, 1996
   Russel E. Olson
   Director

By:/s/ Vern Sims                               Date:  October 1, 1996
   Vern Sims
   Director
                                    -7-
PAGE
Exhibit 5

                         Opinion of Breyer & Aguggia 

PAGE
October 1, 1996

Board of Directors
InterWest Bancorp, Inc.
1259 West Pioneer Way
Oak Harbor, Washington  98277

Gentlemen:

      We have acted as special counsel to InterWest Bancorp, Inc., a
Washington corporation (the "Corporation"), in connection with the
preparation and filing with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended, of a Registration Statement on
Form S-8 (the "Registration Statement"), relating to the registration of up
to 136,539 shares of Corporation common stock, $.01 par value per share
("Common Stock"), to be issued pursuant to Central Bancorporation's Director
Stock Option Plan and Central Bancorporation's 1992 Employee Stock Option
Plan ("collectively the "Plans") upon the exercise of stock options ("Option
Rights").  The Registration Statement also registers an undeterminable number
of additional shares which may be necessary under the Plans to adjust the
number of shares reserved for issuance as the result of a stock split, stock
dividend or similar adjustment of the outstanding Common Stock of the
Corporation.  We have been requested by the Corporation to furnish an opinion
to be included as an exhibit to the Registration Statement.

      We have reviewed the Registration Statement, the Articles of
Incorporation and Bylaws of the Corporation, the Plan, a specimen stock
certificate evidencing the Common Stock of the Corporation and such other
corporate records and documents as we have deemed appropriate for the purpose
of rendering this opinion.  We are relying upon the originals, or copies
certified or otherwise identified to our satisfaction, of the corporate
records of the Corporation and such other instruments, certificates and
representations of public officials, officers and representatives of the
Corporation as we have deemed appropriate or relevant as a basis for the
opinion set forth below.  In addition, we have assumed, without independent
verification, the genuineness of all signatures and the authenticity of all
documents furnished to us and the conformity in all respects of copies to
originals.

PAGE
Board of Directors
October 1, 1996
Page 2

      For purposes of this opinion, we have also assumed that (i) the shares
of Common Stock issuable pursuant to Option Rights granted under the terms of
the Plans will continue to be validly authorized on the dates the Common
Stock is issued pursuant to the Option Rights; (ii) on the dates the Option
Rights are exercised, the Option Rights granted under the terms of the Plans
will constitute valid, legal and binding obligations of the Corporation and
will (subject to applicable bankruptcy, moratorium, insolvency,
reorganization and other laws and legal principles affecting the
enforceability of creditors' rights generally) be enforceable as to the
Corporation in accordance with their terms; (iii) no change occurs in
applicable law or the pertinent facts; and (iv) the provisions of "blue sky"
and other securities laws as may be applicable have been complied with to the
extent required.

      Based upon the foregoing, and subject to the qualifications and
assumptions set forth herein, we are of the opinion as of the date hereof
that the shares of Common Stock to be issued pursuant to the Plans, when
issued and sold pursuant to and in accordance with the Registration Statement
and the Plans and upon receipt of the consideration required thereby, will be
legally issued, fully paid and non-assessable shares of Common Stock of the
Corporation.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                              Sincerely,

                              /s/ Breyer & Aguggia

                              BREYER & AGUGGIA

PAGE
Exhibit 23.1

                          Consent of Deloitte & Touche LLP

PAGE
Deloitte &
  Touche LLP
                                                      
                  700 Fifth Avenue, Suite 4500    Telephone: (206) 292-1800
                  Seattle, Washington 98104-5044  Facsimile: (206) 343-7809

INDEPENDENT AUDITORS' CONSENT

Board of Directors
Interwest Bancorp, Inc.
Oak Harbor, Washington

We consent to the incorporation by reference in this Registration Statement
of Interwest Bancorp, Inc. on Form S-8 of our report dated October 28, 1994,
for Interwest Savings Bank and subsidiaries, appearing in the Annual Report
on Form 10-K of Interwest Bancorp, Inc. for the year ended September 30,
1995.

/s/ Deloitte & Touche LLP

September 27, 1996

PAGE
Exhibit 23.2

                           Consent of Ernst & Young LLP

PAGE
Consent of Ernst & Young LLP

We consent to the incorporation by reference in the Registration Statement on
Form S-8 dated October 1, 1996 pertaining to the Central Bancorporation
Director Stock Option Plan and Central Bancorporation 1992 Employee Stock
Option Plan of our report dated October 13, 1995 with respect to the
consolidated financial statements of InterWest Bancorp, Inc. incorporated by
reference in its Annual Report on Form 10-K for the year ended September 30,
1995, filed with the Securities and Exchange Commission.

                               /s/ Ernst & Young LLP
Seattle, Washington

September 27, 1996

PAGE
Exhibit 23.3

                  Consent of Breyer & Aguggia (see Exhibit 5)

PAGE
Exhibit 24

                    Power of Attorney (see signature page)

PAGE
Exhibit 99.1

               Central Bancorporation Director Stock Option Plan

PAGE
CENTRAL BANCORPORATION

                          DIRECTOR STOCK OPTION PLAN

      1.  Purpose of the Plan.  The purpose of this Plan is to provide
additional incentives to directors of Central Bancorporation (and its
subsidiaries), thereby helping to attract and retain the best available
personnel for positions as directors of those corporations and otherwise
promoting the success of the business activities of such corporations.  It is
intended that Options issued pursuant to this Plan shall constitute
nonqualified stock options.

      2.  Definitions.  As used herein, the following definitions shall
apply:

            (a)  "Board" shall mean the Board of Directors of Central         
       Bancorporation.

            (b)  "Common Stock" shall mean Bancorp's common stock, par value  
       $1.67 per share.

            (c)  "Committee" shall mean the Board or the Committee appointed  
       by the Board in accordance with Section 4(a) of the Plan.

            (d)  "Continuous Status as a Director" shall mean the absence of  
       any interruption or termination of service as a Director.

            (e)  "Director" shall mean any person serving as a member of the
      Board of Bancorp or its subsidiaries.

            (f)  "Bancorp" shall mean Central Bancorporation, a Washington    
       corporation.

            (g)  "Option" shall mean a stock option granted pursuant to the   
       Plan, which shall constitute a Nonqualified Stock Option.

            (h)  "Optioned Stock" shall mean the Common Stock subject to an   
       Option.

            (i)  "Optionee" shall mean a Director who receives an Option.

            (j)  "Plan" shall mean this Director Stock Option Plan.

            (k)  "Parent" shall mean any corporation owning at least eighty   
       percent (80%) of the total voting power of the issued and outstanding  
       stock of Bancorp, and eighty percent (80%) of the total value of the   
       issued and outstanding stock of Bancorp.

                                        1
PAGE
(l)  "Subsidiary" shall mean any bank or other corporation of     
       which not less than 50% of the voting shares are held by Bancorp or a  
       Subsidiary, whether or not such corporation now exists or is hereafter 
       organized or acquired by Bancorp or a Subsidiary.

       3.  Stock Subject to Options.

            (a)  Number of Shares Reserved.  The maximum number of shares     
       which may be optioned and sold pursuant to the Plan shall be 60,000    
       shares of the Common Stock of Bancorp (subject to adjustment as        
       provided in subparagraph 6(i) of the Plan).  During the term of this   
       Plan, Bancorp will at all times reserve and keep available a           
       sufficient number of shares of its Common Stock to satisfy the         
       requirements of the Plan.

            (b)  Expired Options.  If any outstanding Option expires or       
       becomes unexercisable for any reason without having been exercised in  
       full, the shares of Common Stock allocable to the unexercised portion  
       of such Option shall again become available for other Options.

       4.  Administration of the Plan.

            (a)  The Committee.  The Plan shall be administered by the Board  
       directly, acting as a Committee of the whole, or if the Board elects,  
       by a separate Committee appointed by the Board for that purpose and    
       consisting of at least three Board members.  All references in the     
       Plan to the "Committee" shall refer to such separate Committee, if any 
       is established, or if none is then in existence, shall refer to the    
       Board as a whole.  Once appointed, any such Committee shall continue   
       to serve until otherwise directed by the Board.  From time to time the 
       Board may increase the size of the Committee and appoint additional    
       members thereof, remove members (with or without cause), appoint new   
       members in substitution therefor, and fill vacancies however caused.   
       The Committee shall select one of its members as chairman, and shall   
       hold meetings at such times and places as the chairman or a majority   
       of the Committee may determine.

            Members of the Committee who are either eligible for Options or   
       who have been granted Options shall be counted for all purposes in     
       determining the existence of a quorum at any meetings of the Committee 
       and shall be eligible to vote on all matters before the Committee      
       respecting the granting of Options or administration of the Plan.

            At least annually, the Committee shall present a written report   
       to the Board indicating the Directors to whom Options have been        
       granted since the date of the last such report, and in each case the   
       date or dates of Options granted, the number of shares optioned, and   
       the Option price per share.

            At all times, the Board shall have the power to remove

                                           2
PAGE
all members of the Committee and thereafter to directly administer the 
       Plan as a Committee of the whole.

            (b)  Powers of the Committee.  Subject to all provisions and      
       limitations of the Plan, the Committee shall have the authority and    
       discretion:

                 (1)  to determine the Directors to whom Options are to be    
            granted, the times of grant, and the number of shares to be       
            represented by each Option;

                 (2)  to determine the Option price for the shares of Common  
            Stock to be issued pursuant to each Option, subject to the        
            provisions of subparagraph 6(b) of the Plan;

                 (3)  to determine all other terms and conditions of each     
            Option granted under the Plan (including specifying the dates     
            upon which Options become exercisable), which need not be         
            identical;

                 (4)  to modify or amend the terms of any Option previously   
            granted, or to grant substitute Options, subject to the           
            provisions of subparagraphs 6(l) and 6(m) of the Plan;

                 (5)  to interpret the Plan;

                 (6)  to authorize any person or persons to execute and       
            deliver Option agreements or to take any other actions deemed by  
            the Committee to be necessary or appropriate to effectuate the    
            grant of Options by the Committee;

                 (7)  to make all other determinations and take all other     
            actions which the Committee deems necessary or appropriate to     
            administer the Plan in accordance with its terms and conditions.

      All actions of the Committee shall be either by (i) a majority vote of
the members of the full Committee at a meeting of the Committee, or (ii) by
unanimous written consent of all members of the full Committee without a
meeting thereof.

      All decisions, determinations and interpretations of the Committee
shall be final and binding upon all persons, including all Optionees and any
other holders or persons interested in any Options, unless otherwise
expressly determined by a vote of the majority of the entire Board.  No
member of the Committee or of the Board shall be liable for any action or
determination made in good faith with respect to the Plan or any Option.

                                     3
PAGE
5.  Eligibility.  Options may be granted only to Directors.

      Granting of Options pursuant to the Plan shall be entirely
discretionary with the Committee, and the adoption of this Plan shall not
confer upon any Director any right to receive any Option or Options pursuant
to the Plan unless and until said Options are granted by the Committee, in
its sole discretion.  Neither the adoption of the Plan nor the granting of
any Options pursuant to the Plan shall confer upon any Director or Optionee
any right with respect to continuation of status as a Director, nor shall the
same interfere in any way with his right or with the right of the
shareholders of Bancorp or any Subsidiary to terminate his status as a
Director at any time.

      6.  Terms and Conditions of Options.  All Options granted pursuant to
the Plan must be authorized by the Committee, and must be documented in
written agreements in such form as the Committee shall from time to time
approve, which agreements shall comply with and be subject to all of the
following terms and conditions:

            (a)  Number of Shares.  Each Option agreement shall state the     
      number of shares subject to Option.  Any number of Options may be       
      granted to a single eligible Director at any time and from time to      
      time.

            (b)  Option Price and Consideration.  The Option price for the    
      shares of Common Stock to be issued pursuant to the Option shall be     
      such price, not less than the greater of net book value or fair market  
      value, as is determined by the Committee.

            The Option price shall be payable either (i) in United States     
       dollars upon exercise of the Option, or (ii) if approved by the Board, 
       other consideration including without limitation Common Stock of       
       Bancorp, services, or other property.

            (c)  Term of Option.  Subject to other applicable provisions of   
       the Plan including but not limited to Section 6(e) herein, the term of 
       each Option shall be determined by the Committee in its discretion.

            (d)  Manner of Exercise; Rights as Shareholder.  An Option shall  
       be deemed to be exercised when written notice of exercise has been     
       given to Bancorp in accordance with the terms of the Option by the     
       person entitled to exercise the Option, together with full payment for 
       the shares of Common Stock subject to said notice.

            (e)  Death of Optionee.  In the event of the death of an Optionee 
       who at the time of his death was a Director and who had been in        
       Continuous Status as an Director since the date of grant of the        
       Option, the Option shall terminate on the earlier of (i) one year      
       after the date of death of the Optionee, or (ii) the expiration date   
       otherwise provided in the Option

                                      4
PAGE
agreement, except that if the expiration date should occur             
       during the 90-day period immediately following the Optionee's death,   
       such Option shall terminate at the end of such 90-day period.  The     
       Option shall be exercisable at any time prior to such termination by   
       the Optionee's estate, or by such person or persons who have acquired  
       the right to exercise the Option by bequest or by inheritance or by    
       reason of the death of the Optionee.

            (f)  Disability of Optionee.  If an Optionee's status as a        
       Director is terminated at any time during the Option period by reason  
       of a disability (within the meaning of Section 22(e)(3) of the         
       Internal Revenue Code) and if said Optionee had been in Continuous     
       Status as a Director at all times between the date of grant of the     
       Option and the termination of his status as a Director, his Option     
       shall terminate on the earlier of (i) one year after the date of       
       termination of his status as a Director, or (ii) the expiration date   
       otherwise provided in his Option agreement.

            (g)  Termination of Status as a Director.

                 (1)  If an Optionee's status as a Director is terminated at  
             any time after the grant of his Option for any reason other than 
             death or disability, as provided in subparagraphs (e) and (f)    
             above, and excepting if the Director is removed for cause, as    
             provided in (2) below, his Option shall terminate on the earlier 
             of (i) the same day of the third month after the date of         
             termination of his status as a Director, or (ii) the expiration  
             date otherwise provided in his Option agreement.

                 (2)  If an Optionee is removed as a Director for cause at    
             any time after the grant of his Option, then his Option shall    
             terminate on the date of termination of his status as an         
             Director.  For this purpose, cause shall be deemed to exist only 
             if the Board has reasonable grounds to believe that Bancorp has  
             suffered or will suffer substantial injury as a result of the    
             gross negligence or dishonesty of the Director whose removal is  
             proposed.

            (h)  Non-transferability of Options.  No Option granted pursuant  
       to the Plan may be sold, pledged, assigned, hypothecated, transferred, 
       or disposed of in any manner other than by will or by the laws of      
       descent or distribution and may be exercised, during the lifetime of   
       the Optionee, only by the Optionee.

            (i)  Adjustments Upon Changes in Capitalization.  Subject to any  
       required action by the shareholders of Bancorp, the number of shares   
       of Common Stock covered by each outstanding Option, the number of      
       shares of Common Stock available for grant of additional Options, and  
       the price per share of Common Stock specified in each outstanding      
       Option, shall be proportionately adjusted for any increase or decrease 
       in the 
                                       5
PAGE
number of issued shares of Common Stock resulting from any stock split 
       or other subdivision or consolidation of shares, the payment of any    
       stock dividend (but only on the Common Stock) or any other increase or 
       decrease in the number of such shares of Common Stock effected without 
       receipt of consideration by Bancorp; provided, however, that           
       conversion of any convertible securities of Bancorp shall not be       
       deemed to have been "effected without receipt of consideration."  Such 
       adjustment shall be made by the Committee, whose determination in that 
       respect shall be final, binding and conclusive.

            Except as otherwise expressly provided in this subparagraph 6(i), 
       no Optionee shall have any rights by reason of any stock split or the  
       payment of any stock dividend or any other increase or decrease in the 
       number of shares of Common Stock.  Except as otherwise expressly       
       provided in this subparagraph 6(i), any issue by Bancorp of shares of  
       stock of any class, or securities convertible into shares of stock of  
       any class, shall not affect the number of shares or price of Common    
       Stock subject to any Options, and no adjustments in Options shall be   
       made by reason thereof.  The grant of an Option pursuant to the Plan   
       shall not affect in any way the right or power of Bancorp to make      
       adjustments, reclassifications, reorganizations or changes of its      
       capital or business structure.

            (j)  Date of Grant of Option.  The date of grant of an Option     
       shall,  for all purposes, be the date on which the Committee makes the
       determination granting such Option.  Said date of grant shall be       
       specified in the Option agreement.

            (k)  Conditions Upon Issuance of Shares.  Shares of Common Stock  
       shall not be issued with respect to an Option granted under the Plan   
       unless the exercise of such Option and the issuance and delivery of    
       such shares pursuant thereto shall comply with all applicable          
       provisions of law, including, applicable federal and state securities  
       laws.

            As a condition to the exercise of an Option, Bancorp may require  
       the person exercising such Option to represent and warrant at the time 
       of exercise that the shares of Common Stock are being purchased only   
       for investment and without any present intention to sell or distribute 
       such Common Stock if, in the opinion of counsel for Bancorp, such a    
       representation is required by any of the aforementioned relevant       
       provisions of law.

            (l)  Merger, Sale of Assets, Etc.  In the event of the merger or  
       reorganization of Bancorp with or into any other corporation, or in    
       the event of a proposed sale of substantially all of the assets of     
       Bancorp, or in the event of a proposed dissolution or liquidation of   
       Bancorp (collectively, "sale transaction"): (1) all outstanding        
       Options that are not then fully exercisable shall become

                                       6
PAGE
exercisable upon the date of closing of any sale transaction or such   
       earlier date as the Committee may fix; and (2) the Committee may, in   
       the exercise of its sole discretion, terminate all outstanding Options 
       as of a date fixed by the Committee.  In such event, however, the      
       Committee shall notify each Optionee of such action in writing not     
       less than sixty (60) days prior to the termination date fixed by the   
       Committee, and each Optionee shall  have the right to exercise his     
       Option prior to said termination date.
 
            (m)  Substitute Stock Options.  In connection with the            
       acquisition or proposed acquisition by Bancorp or any Subsidiary,      
       whether by merger, acquisition of stock or assets, or other            
       reorganization transaction, of a business any directors of which have  
       been granted stock options, the Committee is authorized to issue, in   
       substitution of any such unexercised stock option, a new Option under  
       this Plan which confers upon the Optionee substantially the same       
       benefits as the old option.

            (n)  Tax Compliance.  Bancorp, in its sole discretion, may take   
       any actions reasonably believed by it to be required to comply with    
       any local, state, or federal tax laws relating to the reporting or     
       withholding of taxes attributable to the grant or exercise of any      
       Option or the disposition of any shares of Common Stock issued upon    
       exercise of an Option, including, but not limited to, (i) withholding  
       from any Optionee exercising an Option a number of shares of Common    
       Stock having a fair market value equal to the amount required to be    
       withheld by Bank under applicable tax laws, and (ii) withholding from  
       any form of compensation or other amount due an Optionee or holder of  
       shares of Common Stock issued upon exercise of an Option any amount    
       required to be withheld by Bank under applicable tax laws.             
       Withholding or reporting shall be considered required for purposes of  
       this subparagraph if any tax deduction or other favorable tax          
       treatment available to Bank is conditioned upon such reporting or      
       withholding.

            (o)  Other Provisions.   Option agreements executed pursuant to   
       the Plan may contain such other provisions as the Committee shall deem 
       advisable.

      7.  Term of the Plan.  The Plan shall become effective on the date of
shareholder approval of the Plan as provided in paragraph 9 of the Plan. 
Unless sooner terminated as provided in subparagraph 8(a) of the Plan, the
Plan shall terminate on the tenth anniversary of its effective date.  Options
may be granted at any time after the effective date and prior to the date of
termination of the Plan.
                                 7
PAGE
8.  Amendment or Early Termination of the Plan.

           (a)  Amendment or Early Termination.  The Board may terminate the  
      Plan at any time.  The Board may amend the Plan at any time and from    
      time to time in such respects as the Board may deem advisable, except   
      that, without approval of the shareholders, no such revision or         
      amendment shall increase the number of shares of Common Stock subject   
      to the Plan other than in connection with an adjustment under           
      subparagraph 6(i) of the Plan.

            (b)  Effect of Amendment or Termination.  No amendment or         
       termination of the Plan shall affect Options granted prior to such     
       amendment or termination, and all such Options shall remain in full    
       force and effect notwithstanding such amendment or termination.

      9.  Shareholder Approval.  Effectiveness of the Plan shall be subject
to approval of the Plan by affirmative vote of the share- holders of Bancorp
at a duly convened meeting.

                            CERTIFICATE OF ADOPTION

      I certify that the foregoing Director Stock Option Plan was approved by
the Board of Directors of Central Bancorporation on __________, 199_, and by
its shareholders on _____________, 1994.

                                         ______________________________
                                         Secretary

                                   8
PAGE
Exhibit 99.2

            Central Bancorporation 1992 Employee Stock Option Plan
CENTRAL BANCORPORATION
                    1992 EMPLOYEE STOCK OPTION PLAN

     1.   Purpose of the Plan.  The purpose of this Plan is to provide
additional incentives to key employees of Central Bancorporation and any of
its current or future Subsidiaries, thereby helping to attract and retain the
best available personnel for positions of responsibility with those
corporations and otherwise promoting the success of the business activities of
such corporations.  It is intended that Options issued pursuant to this Plan
shall constitute either "incentive stock options" within the meaning of
Section 422A of the Internal Revenue Code or nonqualified stock options.

     2.   Definitions.  As used herein, the following definitions
shall apply:

          (a)  "Board" shall mean the Board of Directors of the Employer.

          (b)  "Common Stock" shall mean the Employer's common stock, par      
     value $1.67 per share.

          (c)  "Committee" shall mean the Board or the Committee appointed by  
     the Board in accordance with Section 4(a) of the Plan.

          (d)  "Continuous Status as an Employee" shall mean the absence of    
     any interruption or termination of service as an Employee.  Continuous    
     Status as an Employee shall not be considered interrupted in the case of  
     sick leave, military leave, or any other approved leave of absence.

          (e)  "Employee" shall mean any person employed by the Employer or    
     any Parent or Subsidiary of the Employer which acquired by the Employer.

          (f)  "Employer" shall mean Central Bancorporation, a Washington      
     corporation.

          (g)  "Option" shall mean a stock option granted pursuant to the      
     Plan.  Options shall include both Incentive Stock Options under Section   
     422A of the Internal Revenue Code and Nonqualified Stock Options.

          (h)  "Optioned Stock" shall mean the Common Stock subject to an      
     Option.

          (i)  "Optionee" shall mean an Employee who receives an Option.

          (j)  "Plan" shall mean this Employee Stock Option Plan.

                                        1
PAGE
(k)  "Parent" shall mean any corporation having a relationship with  
     the Employer as described in Section 425(e) of the Internal Revenue Code.

          (l)  "Shareholder-Employee" shall mean an Employee who owns stock    
     representing more than ten percent (10%) of the total combined voting     
     power of all classes of stock of the Employer or of any Parent or         
     Subsidiary.  For this purpose, the attribution of stock ownership rules   
     provided in Section 425(d) of the Internal Revenue Code shall apply.

          (m)  "Subsidiary" shall mean any bank or other corporation of which  
     not less than 50% of the voting shares are held by the Employer or a      
     Subsidiary, whether or not such corporation now exists or is hereafter    
     organized or acquired by the Employer or a Subsidiary.

     3.   Stock Subject to Options.

          (a)  Number of Shares Reserved.  The maximum number of shares which  
     may be optioned and sold pursuant to the Plan shall be 60,000 shares of   
     the Common Stock of the Employer (subject to adjustment as provided in    
     subparagraph 6(i) of the Plan).  During the term of this Plan, the        
     Employer will at all times reserve and keep available a sufficient number 
     of shares of its Common Stock to satisfy the requirements of the Plan.

          (b)  Expired Options.  If any outstanding Option expires or becomes  
     unexercisable for any reason without having been exercised in full, the   
     shares of Common Stock allocable to the unexercised portion of such       
     Option shall again become available for other Options.

     4.   Administration of the Plan.

          (a)  The Committee.  The Plan shall be administered by the Board     
     directly, acting as a Committee of the whole, or if the Board elects, by  
     a separate Committee appointed by the Board for that purpose and          
     consisting of at least three Board members.  All references in the Plan   
     to the "Committee" shall refer to such separate Committee, if any is      
     established, or if none is then in existence, shall refer to the Board as 
     a whole.  Once appointed, any such Committee shall continue to serve      
     until otherwise directed by the Board.  From time to time the Board may   
     increase the size of the Committee and appoint additional members         
     thereof, remove members (with or without cause), appoint new members in   
     substitution therefor, and fill vacancies however caused.  The Committee  
     shall select one of its members as chairman, and shall hold meetings at   
     such times and places as the chairman or a majority of the Committee may  
     determine.

                                        2
PAGE
At all times, a majority of the members of the Committee shall       
     consist of members of the Board who are not eligible to receive Options   
     under the Plan.  Members of the Committee who are either eligible for     
     Options or who have been granted Options shall be counted for all         
     purposes in determining the existence of a quorum at any meetings of the  
     Committee and shall be eligible to vote on all matters before the         
     Committee respecting the granting of Options or administration of the     
     Plan, except only that no such members shall vote or otherwise act upon   
     the grant or the modification of the terms of any Option granted or to be 
     granted to himself.

          At least annually, the Committee shall present a written report to   
     the Board indicating the Employees to whom Options have been granted      
     since the date of the last such report, and in each case the date or      
     dates of Options granted, the number of shares optioned, and the Option   
     price per share.

          At all times, the Board shall have the power to remove all members   
     of the Committee and thereafter to directly administer the Plan as a      
     Committee of the whole.

          (b)  Powers of the Committee.  Subject to all provisions and         
     limitations of the Plan, the Committee shall have the authority and       
     discretion:

               (1)  to determine the Employees to whom Options are to be       
          granted, the times of grant, and the number of shares to be          
          represented by each Option;

               (2)  to determine the Option price for the shares of Common     
          Stock to be issued pursuant to each Option, subject to the           
          provisions of subparagraph 6(b) of the Plan in the case of Incentive 
          Stock Options;
 
               (3)  to determine all other terms and conditions of each Option 
          granted under the Plan (including specifying the dates upon which    
          Options become exercisable), which need not be identical;

               (4)  to modify or amend the terms of any Option previously      
          granted, or to grant substitute Options, subject to the provisions   
          of subparagraphs 6(l) and 6(m) of the Plan;

               (5)  to interpret the Plan;

               (6)  to authorize any person or persons to execute and deliver  
          Option agreements or to take any other actions deemed by the         
          Committee to be necessary or appropriate to effectuate the grant of  
          Options by the Committee;

                                        3
PAGE
(7)  to make all other determinations and take all other        
          actions which the Committee deems necessary or appropriate to        
          administer the Plan in accordance with its terms and conditions.

     All actions of the Committee shall be either by (i) a majority vote of
the members of the full Committee at a meeting of the Committee, or (ii) by
unanimous written consent of all members of the full Committee without a
meeting thereof.

     All decisions, determinations and interpretations of the Committee shall
be final and binding upon all persons, including all Optionees and any other
holders or persons interested in any Options, unless otherwise expressly
determined by a vote of the majority of the entire Board.  No member of the
Committee or of the Board shall be liable for any action or determination made
in good faith with respect to the Plan or any Option.

     5.   Eligibility.  Options may be granted only to Employees whom the
Committee, in its discretion, determines to be key Employees.

     Granting of Options pursuant to the Plan shall be entirely discretionary
with the Committee, and the adoption of this Plan shall not confer upon any
Employee any right to receive any Option or Options pursuant to the Plan
unless and until said Options are granted by the Committee, in its sole
discretion.  Neither the adoption of the Plan nor the granting of any Options
pursuant to the Plan shall confer upon any Employee or Optionee any right with
respect to continuation of employment, nor shall the same interfere in any way
with his right or with the right of the Employer or any Subsidiary to
terminate his employment at any time.

     6.   Terms and Conditions of Options.  All Options granted pursuant to
the Plan must be authorized by the Committee, and must be documented in
written agreements in such form as the Committee shall from time to time
approve, which agreements shall comply with and be subject to all of the
following terms and conditions:

          (a)  Number of Shares; Annual Limitation.  Each Option agreement     
     shall state whether the Option is an Incentive Stock Option or a          
     Nonqualified Stock Option and the number of shares subject to Option.     
     Any number of Options may be granted to a single eligible Employee at any 
     time and from time to time, except that, in the case of Incentive Stock   
     Options, the aggregate fair market value (determined as of the time each  
     Option is granted) of all shares of Common Stock with respect to which    
     Incentive Stock Options become exercisable for the first time by such     
     Employee in any one calendar year (under all incentive stock option plans 
     of the Employer, its Parent and all of its subsidiaries taken together)   
     shall not exceed $100,000.

                                        4
PAGE
(b)  Option Price and Consideration.  The Option price for the       
     shares of Common Stock to be issued pursuant to the Option shall be such  
     price, not less than the par value, as is determined by the Committee,    
     but, in the case of Incentive Stock Options, shall in no event be less    
     than the fair market value of the Common Stock on the date of grant of    
     the Incentive Stock Option.

          In the case of an Incentive Stock Option granted to an Employee who, 
     immediately before the grant of such Incentive Stock Option, is a         
     Shareholder-Employee, the Incentive Stock Option price shall be at least  
     110% of the fair market value of the Common Stock on the date of grant of 
     the Incentive Stock Option.

          The fair market value shall be determined by the Committee in its    
     discretion; provided, however, that in the event that there is a public   
     market for the Common Stock, the fair market value shall be the mean of   
     the bid and asked prices of the Common Stock as of the date of grant as   
     reported on the National Association of Securities Dealers Automatic      
     Quotation System (NASDAQ), or, in the event the Common Stock is listed on 
     a stock exchange, the fair market value shall be the closing price on the 
     exchange as of the date of grant of the Option.

          The Option price shall be payable either (i) in United States        
     dollars upon exercise of the Option, or (ii) if approved by the Board,    
     other consideration including without limitation Common Stock of the      
     Employer, services, or other property.

          (c)  Term of Option.  No Incentive Stock Option granted pursuant to  
     the Plan shall in any event be exercisable after the expiration of ten    
     (10) years from the date such Option is granted, except that the term of  
     an Incentive Stock Option granted to an Employee who, immediately before  
     such Incentive Stock Option is granted, is a Shareholder-Employee shall   
     be for not more than five (5) years from the date of grant thereof.       
     Subject to the foregoing and other applicable provisions of the Plan      
     including but not limited to Section 6(e) herein, the term of each Option 
     shall be determined by the Committee in its discretion.

          (d)  Manner of Exercise; Rights as Shareholder.  An Option shall be  
     deemed to be exercised when written notice of exercise has been given to  
     the Employer in accordance with the terms of the Option by the person     
     entitled to exercise the Option, together with full payment for the       
     shares of Common Stock subject to said notice.

          (e)  Death of Optionee.  In the event of the death of an Optionee    
     who at the time of his death was an Employee and who had been in          
     Continuous Status as an Employee since the date of

                                        5
PAGE
grant of the Option,the Option shall terminate on the earlier of (i)      
     one year after the date of death of the Optionee, or (ii) the expiration  
     date otherwise provided in the Option agreement except that if the        
     expiration date of a Nonqualified Stock Option should occur during the    
     90-day period immediately following the Optionee's death, such Option     
     shall terminate at the end of such 90-day period.  The Option shall be    
     exercisable at any time prior to such termination by the Optionee's       
     estate, or by such person or persons who have acquired the right to       
     exercise the Option by bequest or by inheritance or by reason of the      
     death of the Optionee.

          (f)  Disability of Optionee.  If an Optionee's status as an Employee 
     is terminated at any time during the Option period by reason of a         
     disability (within the meaning of Section 22(e)(3) of the Internal        
     Revenue Code) and if said Optionee had been in Continuous Status as an    
     Employee at all times between the date of grant of the Option and the     
     termination of his status as an Employee, his Incentive Stock Option      
     shall terminate on the earlier of (i) one year after the date of          
     termination of his status as an Employee, or (ii) the expiration date     
     otherwise provided in his Option agreement.

          (g)  Termination of Status as an Employee.

               (1)  If an Optionee's status as an Employee is terminated at    
          any time after the grant of his Option for any reason other than     
          death or disability, as provided in subparagraphs (e) and (f) above, 
          and not by reason of fraud or willful misconduct, as provided in (2) 
          below, his Option shall terminate on the earlier of (i) the same day 
          of the third month after the date of termination of his status as an 
          Employee, or (ii) the expiration date otherwise provided in his      
          Option agreement.

               (2)  If an Optionee's status as an Employee is terminated at    
          any time after the grant of his Option by reason of fraud or willful 
          misconduct, then his Option shall terminate on the date of           
          termination of his status as an Employee.

          (h)  Non-transferability of Options.  No Option granted pursuant to  
     the Plan may be sold, pledged, assigned, hypothecated, transferred, or    
     disposed of in any manner other than by will or by the laws of descent or 
     distribution and may be exercised, during the lifetime of the Optionee,   
     only by the Optionee.

          (i)  Adjustments Upon Changes in Capitalization.  Subject to any     
     required action by the shareholders of the Employer, the number of shares 
     of Common Stock covered by each outstanding Option, the number of shares  
     of Common Stock  available for grant of additional Options, and the price 
     per share of Common Stock specified in each outstanding Option,
 
                                        6
PAGE
shall be proportionately adjusted for any increase or decrease in the     
     number of issued shares of Common Stock resulting from any stock split or 
     other subdivision or consolidation of shares, the payment of any stock    
     dividend (but only on the Common Stock) or any other increase or decrease 
     in the number of such shares of Common Stock effected without receipt of  
     consideration by the Employer; provided, however, that conversion of any  
     convertible securities of the Employer shall not be deemed to have been   
     "effected without receipt of consideration." Such adjustment shall be     
     made by the Committee, whose determination in that respect shall be       
     final, binding and conclusive.

          No Incentive Stock Option shall be adjusted by the Committee         
     pursuant to this subparagraph 6(i) in a manner which causes the Option to 
     fail to continue to qualify as an incentive stock option within the       
     meaning of Section 422A of the Internal Revenue Code.

          Except as otherwise expressly provided in this subparagraph 6(i), no 
     Optionee shall have any rights by reason of any stock split or the        
     payment of any stock dividend or any other increase or decrease in the    
     number of shares of Common Stock.  Except as otherwise expressly provided 
     in this subparagraph 6(i), any issue by the Employer of shares of stock   
     of any class, or securities convertible into shares of stock of any       
     class, shall not affect the number of shares or price of Common Stock     
     subject to any Options, and no adjustments in Options shall be made by    
     reason thereof.  The grant of an Option pursuant to the Plan shall not    
     affect in any way the right or power of the Employer to make adjustments, 
     reclassifications, reorganizations or changes of its capital or business  
     structure.

          (j)  Date of Grant of Option.  The date of grant of an Option shall, 
     for all purposes, be the date on which the Committee makes the            
     determination granting such Option. Said date of grant shall be specified 
     in the Option agreement.
 
          (k)  Conditions Upon Issuance of Shares.  Shares of Common Stock     
     shall not be issued with respect to an Option granted under the Plan      
     unless the exercise of such Option and the issuance and delivery of such  
     shares pursuant thereto shall comply with all relevant provisions of law, 
     including, without limitation, the Securities Act of 1933, as amended,    
     the Securities Exchange Act of 1934, as amended, the rules and            
     regulations promulgated thereunder, and the requirements of any stock     
     exchange upon which the Common Stock may then be listed, and shall be     
     further subject to the approval of counsel for the Employer with respect  
     to such compliance.

          As a condition to the exercise of an Option, the Employer may        
     require the person exercising such Option to represent and warrant at the 
     time of exercise that the shares of Common

                                        7
PAGE
Stock are being purchased only for investment and without any present     
     intention to sell or distribute such Common Stock if, in the opinion of   
     counsel for the Employer, such a representation is required by any of the 
     aforementioned relevant provisions of law.

          (l)  Merger, Sale of Assets, Etc.  In the event of the merger or     
     reorganization of the Employer with or into any other corporation, or in  
     the event of a proposed sale of substantially all of the assets of the    
     Employer, or in the event of a proposed dissolution or liquidation of     
     the Employer (collectively, "sale transaction"): (1) all outstanding      
     Options that are not then fully exercisable shall become exercisable      
     upon the date of closing of any sale transaction or such earlier date as  
     the Committee may fix; and (2) the Committee may, in the exercise of its  
     sole discretion, terminate all outstanding Options as of a date fixed by  
     the Committee.  In such event, however, the Committee shall notify each   
     Optionee of such action in writing not less than sixty (60) days prior    
     to the termination date fixed by the Committee, and each Optionee shall   
     have the right to exercise his Option prior to said termination date.

          (m)  Substitute Stock Options.  In connection with the acquisition   
     or proposed acquisition by the Employer or any Subsidiary, whether by     
     merger, acquisition of stock or assets, or other reorganization           
     transaction, of a business any employees of which have been granted       
     incentive stock options, the Committee is authorized to issue, in         
     substitution of any such unexercised stock option, a new Option under     
     this Plan which confers upon the Optionee substantially the same          
     benefits as the old option; provided, however, that the issuance of any   
     new Option for an old incentive stock option shall satisfy the            
     requirements of Section 425(a) of the Internal Revenue Code.

          (n)  Tax Compliance.  The Employer, in its sole discretion, may take 
     any actions reasonably believed by it to be required to comply with any   
     local, state, or federal tax laws relating to the reporting or            
     withholding of taxes attributable to the grant or exercise of any Option  
     or the disposition of any shares of Common Stock issued upon exercise of  
     an Option, including, but not limited to, (i) withholding from any        
     Optionee exercising an Option a number of shares of Common Stock having   
     a fair market value equal to the amount required to be withheld by        
     Employer under applicable tax laws, and (ii) withholding from any form    
     of compensation or other amount due an Optionee or holder of shares of    
     Common Stock issued upon exercise of an Option any amount required to be  
     withheld by Employer under applicable tax laws.  Withholding or           
     reporting shall be considered required for purposes of this subparagraph  
     if any tax deduction or other favorable tax treatment available to        
     Employer is conditioned upon such reporting or withholding.

                                        8
PAGE
(o)  Other Provisions.  Option agreements executed pursuant to the   
     Plan may contain such other provisions as the Committee shall deem        
     advisable, provided in the case of Incentive Stock Options that the       
     provisions are not inconsistent with the provisions of Section 422A(b)    
     of the Internal Revenue Code or with any of the other terms and           
     conditions of this Plan.

     7.   Term of the Plan.  The Plan shall become effective on the earlier of
(a) the date of adoption of the Plan by the Board; or (b) the date of
shareholder approval of the Plan as provided in paragraph 9 of the Plan. 
Unless sooner terminated as provided in subparagraph 8(a) of the Plan, the
Plan shall terminate on the tenth anniversary of its effective date.  Options
may be granted at any time after the effective date and prior to the date of
termination of the Plan.

     8.   Amendment or Early Termination of the Plan.

          (a)  Amendment or Early Termination.  The Board may terminate the    
     Plan at any time.  subject to the prior approval of the Washington        
     Supervisor of Banking, the Board may amend the Plan at any time and from  
     time to time in such respects as the Board may deem advisable, except     
     that, without approval of the holders of a majority of the outstanding    
     shares of the Common Stock, no such revision or amendment shall:

               (1)  increase the number of shares of Common Stock subject to   
          the Plan other than in connection with an adjustment under           
          subparagraph 6(i) of the Plan; or

               (2)  change the designation of the class of Employees eligible  
          to be granted Options, as provided in paragraph 5 of the Plan.

          (b)  Effect of Amendment or Termination.  No amendment or            
     termination of the Plan shall affect Options granted prior to such        
     amendment or termination, and all such Options shall remain in full force 
     and effect notwithstanding such amendment or termination.

     9.   Shareholder Approval.  Continuance of the Plan shall be subject to
approval of the Plan by affirmative vote of the holders of a majority of the
outstanding shares of Common Stock of the Employer at a duly convened meeting
of the shareholders of the Employer, which approval must occur within twelve
(12) months before or after the date of adoption of the Plan by the Board.

                                        9