DIRECTOR FEE CONTINUATION AGREEMENT

Exhibit 10.27

DIRECTOR FEE CONTINUATION AGREEMENT

THIS AGREEMENT, made and entered into this First Day of January, 2003, by and between AmericanWest Bank, a bank organized and existing under the laws of the State of Washington (hereinafter referred to as the “Bank”), and Rand Elliott, a member of the Board of Directors of the Bank (hereinafter referred to as the “Director”).

WITNESSETH:

WHEREAS, it is the consensus of the Board of Directors (hereinafter referred to as the “Board”) that the Director’s services to the Bank in the past have been of exceptional merit and have constituted an invaluable contribution to the general welfare of the Bank and in bringing it to its present status of operating efficiency, and its present position in its field of activity;

WHEREAS, the Director’s experience, knowledge of the affairs of the Bank, reputation, and contacts in the industry are so valuable that assurance of the Director’s continued services is essential for the future growth and profits of the Bank and it is in the best interests of the Bank to arrange terms of continued service for the Director so as to reasonably assure the Director’s remaining in the Bank’s service during the Director’s lifetime or until the age of retirement;

WHEREAS, it is the desire of the Bank that the Director’s services be retained as herein provided;

WHEREAS, the Director is willing to continue to serve the Bank provided the Bank agrees to pay the Director of the Director’s beneficiary(ies), certain benefits in accordance with the terms and conditions hereinafter set forth;

ACCORDINGLY, it is the desire of the Bank and the Director to enter into this Agreement under which the Bank will agree to make certain payments to the Director at retirement or the Director’s beneficiary(ies) in the event of the Director’s death pursuant to this Agreement;

FURTHERMORE, it is the intent of the parties hereto that this Director Plan be considered an unfunded arrangement maintained primarily to provide supplemental retirement benefits for the Director, and to be considered a non-qualified benefit plan for purposes of the Employee Retirement Security Act of 1974, as amended (“ERISA”). The Director is fully advised of the Bank’s financial status and has had substantial input in the design and operation of this benefit plan; and

NOW, THEREFORE, in consideration of services performed in the past and to be performed in the future as well as of the mutual promises and covenants herein contained it is agreed as follows:

The Director will continue to serve the Bank in such capacity and with such duties and responsibilities as may be assigned, and with such compensation as may be determined from time to time by the Board of Directors of the Bank.

The fee continuation benefits provided by this Agreement are granted by the Bank as a fringe benefit to the Director and are not part of any fee reduction plan or an arrangement deferring a bonus or a fee increase. The Director has no option to take any current payment or bonus in lieu of these fee continuation benefits except as set forth hereinafter.

If the Director continuously serves the Bank, the Director shall be eligible to retire from active service with the Bank on January 1, 2010 and receive the benefits described below, unless by action of the Board of Directors this period of active service shall be shortened or extended.

Normal Retirement Age shall mean the date on which the Director attains age sixty-five (65).

Upon said retirement, the Bank, commencing with the first day of the month following the date of such retirement, shall pay the Director a monthly benefit of five hundred dollars ($500). Said benefit shall be paid for a period of one hundred twenty (120) months; provided, that if less than one hundred twenty (120) such monthly payments have been made prior to the death of the Director, the Bank shall either, at the discretion of the Bank, continue such monthly payments to the individual or individuals the Director may have designated in writing and filed with the Bank until the full number of one hundred twenty (120) monthly payments have been made, or make the total amount of said payments due in a lump sum* reduced to present value as set forth in Subparagraph XI (K) to said beneficiary(ies). In the absence of any effective beneficiary designation, any such amounts becoming due and payable upon the death of the Director shall be payable to the duly qualified executor or administrator of the Director’s estate. Said payments due hereunder shall begin the first day of the second month following the decease of the Director.

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In the event the Director should die while actively serving the Bank at any time after the date of this Agreement but prior to January 1, 2010 (or such later date as may be agreed upon), the Bank will pay a monthly benefit of Five Hundred Dollars ($500) for a period of One Hundred Twenty (120) months, or at the discretion of the Bank, a lump sum* reduced to present value as set forth in Subparagraph XI (K), to such individual or individuals as the Director may have designated in writing and filed with the Bank. In the absence of any effective beneficiary designation, any such amounts becoming due and payable upon the death of the Director shall be payable to the duly qualified executor or administrator of the Director’s estate. Said payments due hereunder shall begin the first day of the second month following the decease of the Director.

The Bank shall account for this benefit using the regulatory accounting principles of the Bank’s primary federal regulator. The Bank shall establish an accrued liability retirement account for the Director into which appropriate reserves shall be accrued.

Director’s interest in the benefits that are the subject of this Agreement shall be subject to a vesting schedule described in Schedule A.

Subject to Subparagraph VIII (i) hereinbelow, in the event that the service of the Director shall terminate prior to January 1, 2010 by the Director’s voluntary action, or by the Director’s discharge by the Bank without cause, then this Agreement shall terminate upon the date of such termination of service and the Bank shall pay to the Director the vested percentage of benefits earned as of the date of termination. Such benefits shall be payable commencing on the Retirement Date described above.

In the event the Director’s death should occur after such severance but prior to the completion of the monthly payments provided for in this Paragraph VIII, the remaining installments, or a lump sum*, at the discretion of the Bank, shall be paid to such individual or individuals as the Director may have designated in writing and filed with the Bank. In the absence of any effective beneficiary designation, any such amounts shall be payable to the duly qualified executor or administrator of the Director’s estate. Said payments due hereunder shall begin the first day of the second month following the decease of the Director.

(i) Discharge for Cause : In the event the Director shall be discharged or removed from the Board for cause at any time, all benefits provided

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herein shall be forfeited. The term “for cause” shall mean any of the following: (i) gross negligence or gross neglect; (ii) the commission of a felony or gross misdemeanor involving moral turpitude, fraud, or dishonesty; (iii) the willful violation of any law, rule or regulation (other than a traffic violation or similar offense); (iv) an intentional failure to perform state duties; or (v) a breach of fiduciary duty involving personal profit. If a dispute arises as to discharge “for cause,” such dispute shall be resolved by arbitration as set forth in this Director Plan.

The term “Change in Control” shall mean: (i) any merger or consolidation of the Bank in which the Bank is not the surviving corporation, and any merger or consolidation of the Bank’s parent company in which the parent company is not the surviving corporation; (ii) any sale, exchange, transfer or other disposition (in one transaction or a series of transactions) of any assets of the Bank or its p