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Exhibit 10.1

UNITED STATES OF AMERICA

BEFORE THE

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM

WASHINGTON, D.C.

 

Written Agreement by and between

  

  

Docket No. 09-121-WA/RB-HC

AMERICANWEST BANCORPORATION

  

Spokane, Washington

 

and

  

FEDERAL RESERVE BANK OF

SAN FRANCISCO

  

San Francisco, California

  

WHEREAS, AmericanWest Bancorporation, Spokane, Washington (“AmericanWest”), a registered bank holding company, owns and controls AmericanWest Bank, Spokane, Washington (the “Bank”), a state chartered nonmember bank, and various nonbank subsidiaries;

WHEREAS, it is the common goal of AmericanWest and the Federal Reserve Bank of San Francisco (the “Reserve Bank”) to maintain the financial soundness of AmericanWest so that AmericanWest may serve as a source of strength to the Bank;

WHEREAS, AmericanWest and the Reserve Bank have mutually agreed to enter into this Written Agreement (the “Agreement”); and

WHEREAS, on September 11, 2009, the board of directors of AmericanWest, at a duly constituted meeting, adopted a resolution authorizing and directing Patrick J. Rusnak to enter into this Agreement on behalf of AmericanWest, and consenting to compliance with each and every provision of this Agreement by AmericanWest and its institution-affiliated parties, as defined in sections 3(u) and 8(b)(3) of the Federal Deposit Insurance Act, as amended (the “FDI Act”) (12 U.S.C. §§ 1813(u) and 1818(b)(3)) .


NOW, THEREFORE, AmericanWest and the Reserve Bank agree as follows:

Dividends and Distributions

1. (a) AmericanWest shall not declare or pay any dividends without the prior written approval of the Reserve Bank, the Director of the Division of Banking Supervision and Regulation (the “Director”) of the Board of Governors of the Federal Reserve System (the “Board of Governors”).

(b) AmericanWest and any nonbank subsidiary shall not directly or indirectly take dividends or any other form of payment representing a reduction in capital from the Bank without the prior written approval of the Reserve Bank.

(c) AmericanWest and its nonbank subsidiaries shall not make any distributions of interest, principal, or other sums on subordinated debentures or trust preferred securities without the prior writte


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