STOCK PURCHASE AGREEMENT

Exhibit 2.1

STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE AGREEMENT (the “Agreement”), is effective as of September 18, 2007 (the “Effective Date”) by and among First Interstate BancSystem, Inc., a Montana corporation and bank holding company registered under the Bank Holding Company Act of 1956, as amended (“FIBS”), and First Western Bancorp., Inc., a South Dakota corporation and bank holding company registered under the Bank Holding Company Act of 1956, as amended (“First Western”).

R E C I T A L S:

	A.		First Western currently owns one hundred percent (100%) of the issued and outstanding common stock and other equity securities of The First Western Bank Sturgis, Sturgis, South Dakota (the “Sturgis Bank”) and the First Western Bank, Wall, South Dakota (the “Wall Bank”). The Sturgis Bank and the Wall Bank are referred to collectively as the “Banks”. First Western also currently owns all of the issued and outstanding common stock and other debt and equity securities of First Western Data, Inc., a South Dakota corporation (“FWD”).
	B.		FIBS desires to purchase from First Western, and First Western desires to sell to FIBS, all of the common stock and other equity securities issued and outstanding with respect to each of the Banks and FWD upon the terms, covenants and conditions of this Agreement.
			IN CONSIDERATION OF THE ABOVE, the parties agree as follows:

1.0 Definitions and Construction.

     1.1 Definitions . Capitalized terms used in this Agreement shall have the following meanings:

     “Adjusted Shareholders Equity” means the tangible shareholders’ equity of each Target Subsidiary calculated in accordance with GAAP and reflecting, among other things, the accrued income and expenses of such entity for all periods ending on or prior to the Determination Date and the recognition of or accrual for all expenses incurred or projected to be incurred by such entity in connection with this Agreement and the transactions contemplated by this Agreement, including Target Subsidiary Transactional Expenses; provided, however, the Adjusted Shareholders Equity for the Banks shall be determined without regard to other comprehensive income for market valuation of investment securities under FASB 115. The Adjusted Shareholders Equity shall be calculated by First Western in consultation with FIBS as of the close of business on the Determination Date and using reasonable estimates of revenues and expenses where actual amounts are not then available.

     “Agency Agreement” as defined in Section 5.4.

     “Aggregate Adjusted Shareholders Equity” means the combined Adjusted Shareholders Equity of the Target Subsidiaries.

     “Banks” means the Sturgis Bank and the Wall Bank, individually and collectively.

     “Business Day” means any day on which banks are customarily open for business in the State of South Dakota.

     “Certificates” as defined in Section 4.4.

     “Closing” as defined in Section 6.1.

     “Closing Date” as defined in Section 6.1.

     “Closing Financial Statements” as defined in Section 5.8.

     “Code” means the Internal Revenue Code of 1986 as amended.

     “Common Stock” means the common stock, without par value, of FIBS.

     “Deferred Liabilities” means the obligations of the Banks described or referenced on, and in the amounts stated on, the Disclosure Schedule.

     “Deferred Liability Amount” means the aggregate Deferred Liabilities as stated on the Disclosure Schedule provided, however, amounts due or paid to any Person under the “Vision 010 Plan” who is hired after the Closing Date or hired by a Target Subsidiary at the request of FIBS shall not be included in the Deferred Liability Amount.

     “Deferred Liability Documents” as identified on the Disclosure Schedule.

     “Determination Date” means the close of business on the last day of the calendar month preceding the Closing Date.

     “Disclosure Schedule” means the lists, agreements, exhibits, information and all other documentation described and referred to the Disclosure Schedule delivered by First Western to FIBS.

     “Effective Date” as defined in the opening to this Agreement.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “ERISA” means the Employer Retirement Income Security Act of 1974, as amended.

     “Federal Reserve” means the Board of Governors of the Federal Reserve System or any Federal Reserve Bank acting under delegated authority of the Board of Governors of the Federal Reserve System.

     “FIBS” means First Interstate BancSystem, Inc.

     “FIBS Affiliates” means any Person or entity controlling, controlled by or under common control with FIBS including, without limitation, on or after the Closing, the Banks and FWD.

     “FIBS Securities” as defined in Section 4.33.1.

     “FIBS Termination Fee” as defined in Section 7.2.2.

     “Financial Statements” means (a) the audited consolidated balance sheets of First Western Bancorp, Inc. and subsidiaries as of December 31, 2006 and 2005, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the years then ended and (b) the unaudited balance sheets as of June 30, 2007, and statements of income for the six month period ended June 30, 2007 for each of the Target Subsidiaries.

     “First Western Affiliates” means (a) Paul Christen and (b) any Person or entity controlling, controlled by or under common control with First Western or the Target Subsidiaries.

     “First Western Termination Fee” as defined in Section 7.2.1.

     “FWD Stock” means all of the issued and outstanding common stock and other equity securities of FWD.

     “GAAP” means generally accepted accounting principles in the United States, consistently applied.

     “Indemnification Demand” as defined in Section 8.3.1.

     “Insurance Agency” means First Western Agency, LLC, a South Dakota limited liability company wholly owned by First Western.

     “Intercompany Agreement” means any oral or written contract, agreement or understanding between or among a Target Subsidiary and First Western or any First Western Affiliates including, without limitation, the agreements identified on the Disclosure Schedule.

     “Joint Disclosure Statement” as defined in Section 5.14.

     “Knowledge” means with respect to a Person (a) actual knowledge of a fact or matter or (b) if a reasonable individual would be reasonably expected to discover or otherwise become aware of such fact or matter from the conduct of diligent inquiry. A Person that is not a natural person is considered to have knowledge if any natural person who has served or is serving as a director, officer, partner or employee of such Person has knowledge of such fact or matter.

     “Law” means (a) any federal, state, local or municipal, foreign or international order, constitution, law, ordinance, regulation, rule, policy statement, directive or statute or (b) any judgment, order or similar directive issued by and directly applicable to the Person.

     “LIBOR” means the London interbank offered interest rate for three-month, U.S. dollar deposits.

     “Material Adverse Effect” means a material adverse effect, whether required to be accrued or disclosed under GAAP or financial accounting standards (a) on the financial or other condition of the properties, assets, liabilities, businesses or results of operations of a Person or (b) on the ability of such Person to timely perform its obligations under this Agreement.

     “Material Default” means, with respect to a party, (a) the failure of the representations or warranties of a party to be materially true and correct when made or deemed made under this Agreement, but only if the failure causes or is reasonably expected to cause a Material Adverse Effect (i) on the party making the representation or warranty or (ii) on the party for whose benefit the representation or warranty is made or (iii) on the Person to which the representation or warranty relates or (b) the failure of a party to timely and materially perform any term or covenant required to be performed by it under this Agreement, in each case only if such failure shall not have been cured within thirty (30) days following receipt of written notice of such failure from the other party or if such failure cannot be cured prior to the Closing.

     “Minimum Required Aggregate Capital” means (a) the sum of $80,000,000.00 of Aggregate Adjusted Shareholder Equity of which no more than $525,000.00 shall be attributable to Adjusted Shareholders Equity of FWD or, (b) if greater, the sum of the capital required for each Bank to be “well-capitalized” under all measures adopted by Regulators with primary jurisdiction over the Banks.

     “Permitted Distributions” means distributions declared and paid by a Target Subsidiary on or prior to the Determination Date (a) permitted by Law and (b) which, after giving effect to the distributions, would not cause or reasonably be expected to cause a failure of a condition to the obligations of a party, or the failure in performance by, or the failure of a representation or warranty of, First Western under this Agreement.

     “Permitted Exceptions” means, with respect to the Premises (a) statutory liens for Taxes not yet delinquent or being contested in good faith by appropriate proceedings and for which appropriate reserves have been established and reflected by the Target Subsidiaries; and (b) minor defects and irregularities in title and encumbrances that do not materially impair the use or value of the subject Premises and (c) printed general exceptions customarily included on title policies issued in the state of South Dakota.

     “Person” means any individual, corporation, partnership, limited liability company, joint venture, trust, association or other organization or any natural person.

     “Plans” as defined in Section 4.24.

     “Preferred Stock” means a single series of non-cumulative perpetual preferred stock to be issued by FIBS in the form of, and subject to the declarations, terms and restrictions stated in, Exhibit A.

     “Premises” means all of the real property owned by the Target Subsidiaries and used for the conduct of its business.

     “Premises Defect” as defined in Section 5.22.

     “Purchase Price” as defined in Section 2.2.

     “Regulators” means federal, state or local governmental authorities charged with the supervision or regulation of, or insurance of deposits in, financial institutions or their affiliates.

     “Regulatory Approval” means the final approval of all Regulators of the transactions contemplated by this Agreement, and not subject to further review or appeal, including the prior approval of the Federal Reserve, the South Dakota Department of Revenue and Regulation, Division of Banking and the Montana Division of Banking and Financial Institutions, to the extent such consents or approvals are required by Law or deemed appropriate in the reasonable discretion of FIBS.

     “Regulatory Reports” as defined in Section 4.10.

     “Required Financing” means (a) Subordinated Financing and (b) senior debt financing in an aggregate amount of not less than $70 million and (c) the Preferred Stock.

     “Required Financing Adjustment” means the lesser of (a) $4,687,500.00 or (b)(i) the sum of $312,500.00 multiplied by (ii) the number of whole 10 basis point increments, if any, between (A) the actual interest rate spread over LIBOR expressed in basis points and incurred by FIBS for the Subordinated Financing and (B) 160 basis points. If the Subordinated Financing is incurred by FIBS in two or more issuances or transactions, the actual interest rate spread under (ii)(A) shall be determined using the weighted average of the interest spread for all issuances or transactions. If the Subordinated Financing is based upon an index other than LIBOR, the Required Financing Adjustment shall be equitably modified to give effect to an equivalent adjustment based upon such other index.

     “S Election” as defined in Section 4.19.

     “SEC” means the United States Securities and Exchange Commission.

     “Securities Act” means the Securities Act of 1933, as amended.

     “Securities Laws” means the securities laws and regulations of the United States or of any state and including, without limitation, the Securities Act, the Exchange Act and the securities laws and regulations as adopted in any of the states of the United States.

     “Shareholder Approval” means the unconditional approval of this Agreement, and the contemplated transactions, by the vote or unanimous written consent of all holders of the issued and outstanding common stock of First Western in accordance with Law and the Articles of Incorporation or Bylaws of First Western, whereby no holder of the issued and outstanding common stock of First Western will be entitled to any dissenter’s appraisal or other similar rights.

     “Statement of Designations” means the Statement of Designations, Rights, Preferences and Limitations of FIBS establishing the Preferred Stock in the form attached as Exhibit “A”.

     “Sturgis Bank” means The First Western Bank Sturgis, Sturgis, South Dakota.

     “Sturgis Bank Stock” means all of the issued and outstanding common stock and other equity securities of the Sturgis Bank.

     “Subordinated Financing” means subordinated debentures issued by FIBS, whether in one or more transactions commonly known as trust preferred transactions or otherwise, in an aggregate amount of not less than $100 million and qualifying as Tier 1 capital of FIBS.

     “Target Subsidiaries” means the Banks and FWD, individually and collectively.

     “Target Subsidiary Stock” means, collectively and individually, all of the issued and outstanding Sturgis Bank Stock, Wall Bank Stock and FWD Stock.

     “Target Subsidiary Transaction Expenses” means all transaction costs and expenses incurred by a Target Subsidiary or for which a Target Subsidiary is obligated and relating to the negotiation, entry or consummation of the transactions contemplated by this Agreement, including, the fees and expenses of attorneys, accountants, consultants, financial advisors and other professional advisors which remain unpaid on or as of the Determination Date and premiums, costs and expenses for Title Policies.

     “Tax” or “Taxes” mean any federal, state or local income, license, payroll, employment, excise, severance, property, capital stock, franchise, employees’ income withholding, foreign or domestic withholding, social security, unemployment, disability, workers’ compensation, employment-related insurance, real property, personal property, sales, use, transfer, value added, alternative or add-on minimum or other tax, fee, assessment or charge of any kind whatsoever, including any interest, penalties or additions to, or additional amounts in respect of the foregoing.

     “Third Party Claim” as defined in Section 8.3.2.

     “Title Policies” means a standard owner’s policy insuring the title of the Target Subsidiaries to each of the Premises, issued by a title insurance company selected by First Western and reasonably acceptable to FIBS, and in an insured amount equal to the estimated fair market value of the respective Premises and subject only to the Permitted Exceptions.

     “Wall Bank” means the First Western Bank, Wall, South Dakota.

     “Wall Bank Stock” means all of the issued and outstanding common stock and other equity securities of the Wall Bank.

     “Wall Bank Subsidiaries” means First Western Properties, LLC and JR Properties, LLC, each South Dakota limited liability companies.

     1.2 Interpretation . The section headings are made for reference purposes only and shall not affect the meaning or interpretation of this Agreement. Whenever the words “include”, “including” or “includes” or words of similar import are used, they shall be deemed in all circumstances to be followed by the phrase “without limitation”. No provision of this Agreement is intended to, or shall be interpreted to require FIBS or First Western or any other Person to violate any Law.

2.0 Purchase and Sale of Stock .

     2.1 Purchase and Sale . On the terms and subject to the conditions set forth in this Agreement, FIBS hereby agrees to purchase from First Western, and First Western agrees to sell, transfer and deliver to FIBS, the Target Subsidiary Stock.

     2.2 Purchase Price .

     2.2.1 In consideration for First Western’s sale, transfer and delivery of the Target Subsidiary Stock to FIBS, FIBS shall pay to First Western an aggregate purchase price of Two Hundred Fifty-One Million Three Hundred Seventy-Seven Thousand Three Hundred Ninety-Two Dollars ($251,377,392.00) as the same may be adjusted under Section 2.2.3 or under other provisions of this Agreement (the “Purchase Price”). The Purchase Price shall not bear interest in any amount or for any period.

     2.2.2 The Purchase Price shall be paid (a) by delivery, at Closing, of Preferred Stock in an aggregate face amount of Fifty Million Dollars ($50,000,000.00) and (b) the balance in cash or immediately available funds.

     2.2.3 The Purchase Price shall be (a) increased or decreased, as the case may be, by the amount by which the Aggregate Adjusted Shareholders Equity as of the Determination Date exceeds or is less than the Minimum Required Aggregate Capital; and (b) increased or decreased, as the case may be, by the amount by which the Deferred Liabilities as of the Determination Date exceed or

are less than the Deferred Liability Amount; and (c) decreased by the Required Financing Adjustment and (d) decreased by the amount, if any, reasonably estimated by FIBS for the repair or remediation of a Premises Defect existing as of the Closing Date and (e) decreased by an amount equal to fifty percent (50%) of the premiums for the Title Policies required to be delivered by First Western at Closing.

     2.3 Perpetual Preferred Stock .

     2.3.1 In addition to the terms stated on Exhibit A, the Preferred Stock shall be issued on terms and subject to rights and conditions (a) required under Federal Reserve regulations and policy statements generally applicable to bank holding companies for qualification as Tier 1 capital including, without limitation, Federal Reserve Regulation Y, Appendix A and (b) required by the Federal Reserve for the receipt of Regulatory Approval by FIBS for the issuance and qualification of the Preferred Stock as Tier 1 capital of FIBS.

     2.3.2 FIBS shall not be obligated to cause, provide for or cooperate with any Person for the registration of the Preferred Stock under the Securities Laws.

3.0 Representations and Warranties of FIBS . FIBS represents and warrants to First Western as follows:

     3.1 Organization . FIBS is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Montana, and has the requisite corporate power and authority to carry on its business as now conducted. FIBS is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHC Act”), and is subject to and in material compliance with all applicable rules and regulations of the Federal Reserve. FIBS is a financial holding company as defined in Section 2(p) of the BHC Act and meeting the requirements set forth therein, and is not subject to an agreement under Section 4(m) of the BHC Act.

     3.2 Authority; Non-Contravention . FIBS has the requisite corporate power and authority to enter into and to perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by FIBS, and the consummation by it of the contemplated transactions, has been duly authorized by such corporate actions as deemed appropriate, and no other corporate proceedings are necessary to authorize this Agreement and such transactions. This Agreement has been duly executed and delivered by FIBS and constitutes a valid and binding obligation of FIBS, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors rights generally and subject to general principles of equity. Except for Regulatory Approval and compliance with applicable Securities Laws, FIBS is not required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the contemplated transactions.

     3.3 Litigation and Legal Proceedings . No claim, action, suit or other proceeding is pending or, to the Knowledge of FIBS, threatened, that questions the validity of this Agreement or if adversely determined could reasonably be expected to have a Material Adverse Effect on the ability of FIBS to perform its obligations under this Agreement.

     3.4 Capitalization . As of the June 30, 2007, the authorized capital stock of FIBS consists of 20,000,000 shares of Common Stock and 100,000 shares of preferred stock with 8,156,051 shares of Common Stock and 0 shares of preferred stock issued and outstanding, all of such outstanding stock having been duly authorized and validly issued and are fully paid and non-assessable. As of the Effective Date and immediately prior to the Closing, no shares of preferred stock are issued or outstanding. No series of preferred stock is, as of the Effective Date, authorized for issuance.

     3.5 Authorization of Preferred Stock . The Preferred Stock, on the Closing Date (a) will be duly authorized by FIBS for issuance, sale and delivery pursuant to this Agreement, (b) when issued and delivered by FIBS pursuant to this Agreement against payment of the consideration therefor, will be validly issued, fully paid and non-assessable and (c) will not be subject to preemptive or other similar rights of any shareholder of FIBS, subject to any rights of setoff or other right or remedy of FIBS at Law except as contemplated by this Agreement or the terms of the Preferred Stock. No holder of Preferred Stock will be subject to personal liability solely by reason of being such a holder (it being understood that shares of the Preferred Stock may be subject to liability for indemnity setoff or other rights or remedies of FIBS as contemplated by this Agreement or the terms of the Preferred Stock). On the Closing Date, the Statement of Designations will be in full force and effect.

     3.6 No Registration . Based upon and in reliance on the representations and warranties of First Western, the offer, sale, and delivery of the Preferred Stock pursuant to this Agreement is exempt from the registration and prospectus delivery requirements of the Securities Laws. Neither FIBS nor any FIBS Affiliates or any Person acting on its or any of their behalf has offered or sold, nor will FIBS nor any FIBS Affiliates or any Person acting on its or their behalf, offer or sell directly or indirectly, any Preferred Stock or any other security in any manner that, assuming the accuracy of the representations and warranties and the performance of the covenants given by First Western in this Agreement, would render the issuance and sale of any of the Preferred Stock as contemplated hereby a violation of Section 5 of the Securities Act or the registration or qualification requirements of any Securities Laws, nor has FIBS authorized, nor will it authorize, any Person to act in such manner.

     3.7 No Conflict . Neither the execution nor delivery of this Agreement nor the consummation or performance of any of the contemplated transactions will, directly or indirectly (with or without notice or lapse of time) (a) contravene, conflict with or result in a violation of any provision of the articles of incorporation or charter (or similar organizational documents) or bylaws, or any resolution adopted by the board of directors or shareholders of, FIBS or FIBS Affiliates; (b) contravene, conflict with or result in a violation of, any Law to which FIBS or FIBS Affiliates, or any of their

respective assets that are owned or used by them, may be subject, except for applicable notice and filing requirements under the Securities Laws, or (c) contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any material contract to which FIBS or FIBS Affiliates are a party or by which any of their respective assets is bound; or (d) result in the creation of any lien, charge or encumbrance upon or with respect to any of the assets owned or used by FIBS or FIBS Affiliates.

     3.8 Financial Reports and SEC Filings . Except to the extent failure to timely file would not have a Material Adverse Effect, FIBS has timely filed its Annual Reports on Form 10-K for the fiscal years ended December 31, 2004, 2005 and 2006, and all other reports, registration statements, definitive proxy statements or information statements required to be filed by FIBS subsequent to December 31, 2003 under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (collectively, the “FIBS SEC Filings”). The FIBS SEC Filings, as of the date filed, (a) complied in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (b) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each of the statements of financial position contained in or incorporated by reference into any such FIBS SEC Filing (including the related notes and schedules) fairly presented in all material respects FIBS’ financial position and that of its subsidiaries as of the date of such statement, and each of the statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such FIBS SEC Filings (including any related notes and schedules thereto) fairly presented in all material respects, the results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of FIBS and its subsidiaries for the periods to which those statements relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, and subject to normal year-end audit adjustments and as permitted by Form 10-Q in the case of unaudited statements. As of the Effective Date, FIBS has not been advised by the SEC that there are any outstanding or unresolved comments in comment letters received from the SEC staff with respect to the FIBS SEC Filings. As of the Effective Date, FIBS has not been advised by the SEC that any of the FIBS SEC Filings is the subject of ongoing SEC review.

     3.9 Sarbanes-Oxley Act . To the extent applicable to FIBS, FIBS is in compliance in all material respects with the provisions, including Section 404, of the Sarbanes-Oxley Act, and the certifications provided in the FIBS SEC Filings pursuant to Sections 302 and 906 thereof are accurate in all material respects. To the Knowledge of FIBS as of the Effective Date, no event has occurred which would cause or require that FIBS’ outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations currently adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act, to the extent such rules and regulations are applicable to FIBS.

     3.10 No Brokers or Finders . There are no claims against or future rights to payment from FIBS or FIBS Affiliates for brokerage commissions, finders’ fees, investment advisory fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement, understanding, commitment or agreement made by or on behalf of FIBS or any of the FIBS Affiliates for which First Western is or may be liable.

     3.11 Regulatory Approvals . To the Knowledge of FIBS as of the Effective Date, no event has occurred or condition exists that would impair FIBS’ ability to obtain the Regulatory Approvals.

     3.12 Effectiveness of Representations and Warranties . Except for representations limited to a stated date or dates, the representations and warranties contained in Article 3.0 shall be true at and as of the Closing with the same force and effect as though such representations and warranties had been made at and as of the Closing.

4.0 Representations and Warranties of First Western . First Western represents and warrants to FIBS as follows:

     4.1 Organization and Qualification .

     4.1.1 First Western is a corporation duly incorporated, validly existing and in good standing under the laws of the State of South Dakota and has the requisite corporate power and authority to carry on its business as now conducted. First Western is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended, and is subject to and in material compliance with all applicable rules and regulations of the Federal Reserve.

     4.1.2 Banks are commercial banking associations duly organized and validly existing under the laws of South Dakota and each has the requisite corporate power and authority to carry on its business as now conducted. The copies of the Articles of Incorporation and Bylaws of the Banks contained in the Disclosure Schedule reflect all amendments made thereto and are correct, complete and in effect as of the Effective Date.

     4.1.3 FWD is a corporation duly incorporated, validly existing and in good standing under the laws of the State of South Dakota and has the requisite corporate power and authority to carry on its business as now conducted. The copies of the Articles of Incorporation and Bylaws of FWD contained in the Disclosure Schedule reflect all amendments made thereto and are correct, complete and in effect as of the Effective Date.

     4.1.4 First Western, the Target Subsidiaries and the Wall Bank Subsidiaries are each licensed or qualified to do business in every jurisdiction in which the nature of their respective businesses or their ownership of property

requires them to be licensed or qualified except where the failure to be so licensed or qualified would not have a Material Adverse Effect.

     4.1.5 The Wall Bank Subsidiaries are duly organized and validly existing under the law of South Dakota and each has the requisite power and authority to carry on its respective business as now conducted. The copies of the Articles of Organization and Operating Agreement contained in the Disclosure Schedule reflect all amendments thereto and are correct, complete and in effect as of the Effective Date. The Wall Bank is the sole member of the Wall Bank Subsidiaries and no Person other than the Wall Bank has the right to become a member in or to manage the Wall Bank Subsidiaries. The Wall Bank has good and marketable title to the membership interests in the Wall Bank Subsidiaries and the Wall Bank Subsidiaries own all of their properties or assets purported to be owned by such subsidiaries, each free and clear of all security interests, liens, encumbrances, restrictions, claims or other defects in title. The Wall Bank Subsidiaries are engaged solely in the business of owning real property used by the Wall Bank as Premises or held for potential future use as Premises.

     4.2 Authority; Consent . First Western has the requisite corporate power and authority to enter into and to perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by First Western, and the consummation by it of the contemplated transactions, has been duly authorized by such corporate actions as deemed appropriate, and, except for the Shareholder Approval, no other corporate proceedings are necessary to authorize this Agreement and such transactions. This Agreement has been duly executed and delivered by First Western and constitutes a valid and binding obligation of First Western, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors rights generally and subject to general principles of equity. Except for the Shareholder Approval and Regulatory Approval, neither First Western nor any Target Subsidiary is or will be required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the contemplated transactions.

     4.3 No Conflict . Neither the execution nor delivery of this Agreement nor the consummation or performance of any of the contemplated transactions will, directly or indirectly (with or without notice or lapse of time) (a) contravene, conflict with or result in a violation of any provision of the articles of incorporation or charter (or similar organizational documents) or bylaws, or any resolution adopted by the board of directors or shareholders of, First Western or a Target Subsidiary; (b) contravene, conflict with or result in a violation of, any Law to which First Western or a Target Subsidiary, or any of their respective assets that are owned or used by them, may be subject or (c) contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any material contract to which First Western or a Target Subsidiary is a party or by which any of their respective assets is bound; or (d) result in the creation of any lien,

charge or encumbrance upon or with respect to any of the assets owned or used by First Western or any Target Subsidiary.

     4.4 Target Subsidiary Stock . First Western has good and marketable title to the Target Subsidiary Stock and on the Closing Date will have good and marketable title to such stock free and clear of any and all security interests, liens, encumbrances, restrictions, claims or other defects in title. The Target Subsidiary Stock held by First Western is represented by the certificate(s) (the “Certificates”) identified on the Disclosure Schedule, which includes all Certificates issued and outstanding. The Target Subsidiary Stock is not subject to any agreement, arrangement or understanding or any license, franchise or permit or any order, judgment or decree which will be breached or violated by the execution, delivery or performance of this Agreement by First Western or the consummation of the transactions contemplated by this Agreement.

     4.5 Capitalization . The authorized, issued and outstanding capital stock and other equity securities of the Target Subsidiaries is as stated on the Disclosure Schedule. There are no shares of Target Subsidiary Stock held in treasury and all of the issued shares of Target Subsidiary Stock are duly authorized and validly issued and are fully paid and nonassessable except, with respect to the Banks only, to the extent such shares may be subject to assessment under the Federal Deposit Insurance Act or as provided in SDCL §51A-3-20. None of the Target Subsidiaries have any issued or outstanding shares of preferred stock or is obligated for the payment of any note, debenture or other debt instrument, other than liability for deposits accepted in the ordinary course of business. There are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments obligating Target Subsidiaries to issue, sell, purchase or redeem any shares of their stock or securities or obligations of any kind convertible into or exchangeable for any shares of their stock or of any of their subsidiaries or affiliates, nor are there any stock appreciation, phantom stock or similar rights outstanding which are based, in whole or in part, upon the book value or any other attribute of any of the Target Subsidiary Stock or other securities.

     4.6 Financial Statements . The Financial Statements have been, and the Closing Financial Statements will be, prepared in accordance with GAAP, on a consistent basis during the periods involved except as stated therein. Taken together, the Financial Statements are complete and correct in all material respects and fairly and accurately in accordance with GAAP present the respective financial position, assets, liabilities and results of operations of the Target Subsidiaries at the respective dates of, and for the periods referred to, in the Financial Statements. The Financial Statements do not, and the Closing Financial Statements will not, include any material assets or omit to state any material liabilities, absolute or contingent, or other facts, which inclusion or omission would render the Financial Statements or Closing Financial Statements misleading in any material respect as at the respective dates of and for the periods referred to in the Financial Statements or the Closing Financial Statements.

     4.7 Books and Records; Control Systems . The books of account, stock records, minute books and other records of each of the Target Subsidiaries are complete and accurate in all material respects and have been maintained in accordance with

prudent business practices and applicable Law. Each of the Target Subsidiaries maintains a system of financial and accounting controls and procedures as are reasonable and customary, consistent with industry standards. The minute books of each Target Subsidiary contain accurate and complete records in all material respects of all meetings held of, and corporate action taken by, its respective shareholders, board of directors and committees of the board of directors. At the Closing, all of those books and records will be in the possession of the respective Target Subsidiary.

     4.8 Loan Loss Reserve . The loan loss reserve of each Bank is as of the Effective Date equal to at least an amount consistent with the Bank’s existing policies and practices and applicable banking regulatory guidelines.

     4.9 Loans and Loan Documentation . All loans and loan commitments extended by the Banks and any extensions, renewals or continuations of such loans and loan commitments (a) were made materially in accordance with the lending policies of such Bank in the ordinary course of business and (b) are evidenced by appropriate and sufficient documentation and constitute valid and binding obligations to such Bank enforceable in accordance with their terms, except (i) as enforcement may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and subject to general principles of equity and (ii) defects in documentation which do not present a Material Adverse Effect on the Bank and (c) are, and at the Closing will be, free and clear of any encumbrance or other charge and (d) each Bank has complied, and at the Closing will have complied in all material respects with all Laws relating to the loans and performed each of its obligations under the loan documents, in each case except where any such failure to comply would not reasonably be expected to have a Material Adverse Effect on the Bank. Except as described in the foregoing provisions of this Section 4.9, First Western makes no representation or warranty with respect to the collectibility of any of the loans. To the Knowledge of First Western, none of the loans held by the Banks is subject to any material offset or claim of offset.

     4.10 Regulatory Reporting . Since and including January 1, 2004, each Bank has filed each report or other filing that it was required to file with any federal or state banking, insurance or bank holding company authority having jurisdiction over each Bank (the “Regulatory Reports”). Each of the Regulatory Reports was true and complete in all material respects and none of the Regulatory Reports contained any untrue statement of material fact or omitted to state a material fact required to be stated or necessary to make the statements not misleading.

     4.11 Fiduciary Accounts . The Banks have properly administered in all material respects all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, agent, custodian or investment advisor, in accordance with the material terms of the governing documents and applicable state and federal law and regulations. Neither the Banks nor any of their directors, officers or employees has committed any breach of trust with respect to any such fiduciary account and the accountings for each such fiduciary account are true and correct in all material respects and accurately reflect the assets of such fiduciary account.

     4.12 Indemnification Claims . No action or failure to take action by any director, officer, employee or agent of First Western or a Target Subsidiary has occurred that has given rise to, or, to the Knowledge of First Western, may give rise to, a claim or potential claim by such person for indemnification by or against the Target Subsidiaries under any agreement with, or the corporate indemnification provisions of, First Western or the Target Subsidiaries or under Law.

     4.13 No Subsidiaries . None of the Target Subsidiaries owns any stock, membership interest, partnership interest, joint venture interest or any other security issued by any other corporation, limited liability company, partnership, joint venture, association, organization or entity, except investment securities owned and held for investment by the Banks in the ordinary course of their business.

     4.14 Absence of Undisclosed Liabilities . All of the obligations or liabilities of Banks (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) required to be reflected on the Financial Statements in accordance with GAAP have been so reflected. There are no material liabilities except (a) as reflected on the Financial Statements or, when delivered, the Closing Financial Statements, or (b) as stated on the Disclosure Schedule.

     4.15 No Adverse Changes . Since June 30, 2007, there has been no material adverse change either singly or in the aggregate, and no event, occurrence or development in the business of the Target Subsidiaries has arisen, that would have a Material Adverse Effect.

     4.16 Absence of Certain Developments . Since June 30, 2007, a Target Subsidiary has not:

     4.16.1 issued or sold any of its equity securities, instruments or obligations convertible into or exchangeable for its equity securities, warrants, options or other rights to acquire its equity securities, or any of its notes, bonds or other securities;

     4.16.2 (a) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of its respective equity securities, or (b) declared or paid any dividends or distributions payable in property or equity securities with respect to any of its equity securities or (c) declared or paid any dividends in cash, except for Permitted Distributions;

     4.16.3 borrowed any amount or incurred or become subject to any liability, except liabilities incurred in the ordinary course of business on a short-term basis and disclosed on the Financial Statements;

     4.16.4 paid any liability other than in the ordinary course of business;

     4.16.5 mortgaged, pledged or subjected to any lien or other encumbrance, any of their assets except (a) liens and encumbrances for current property taxes and special assessments not yet due and payable; and (b) pledges to secure

deposits of governmental agencies to the extent required by Law; and (c) pledges or liens to secure Federal Home Loan Bank borrowings;

     4.16.6 sold, assigned or transferred or agreed to sell, assign or transfer (including, without limitation, transfers to any employees, shareholders or affiliates of Target Subsidiaries), any assets except assets sold, assigned or transferred in the ordinary course of business;

     4.16.7 cancelled any debts or claims or waived any rights with a value in excess of $25,000.00, except in the ordinary course of business or upon payment in full;

     4.16.8 taken any other action or entered into any other transaction other than in the ordinary course of business;

     4.16.9 made or granted any bonus, wage, salary or compensation increase, except as consistent in the aggregate with past practice, or made or granted any severance or termination pay, to any director, officer, employee, or consultant, or entered into any employment contract;

     4.16.10 made or granted any increase in any employee benefit plan or arrangement, except as consistent in the aggregate with past practice, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement, except as required by law;

     4.16.11 made any capital expenditures or commitments therefor in excess of $25,000.00; or

     4.16.12 entered into any “covered transaction” as that term is defined in Section 23A of the Federal Reserve Act or Regulation W; or

     4.16.13 entered into, modified, amended or terminated any Intercompany Agreement.

     4.17 Properties .

     4.17.1 Each Target Subsidiary owns good and marketable title to, or leases under valid lease, all of the real and personal property, tangible and intangible, used in the conduct of its business or stated in the Financial Statements, free and clear of all liens, encumbrances, mortgages, security interests or title retention agreements of any kind or nature. Each lease of real or personal property with a Target Subsidiary as lessee has a remaining term as of the Effective Date of not less than twelve (12) calendar months.

     4.17.2 The Disclosure Schedule correctly sets forth a brief description of each lease for real or personal property to which a Target Subsidiary is a party as lessee or lessor (the “Leases”). The Leases are in full force and effect in all

respects and neither the Target Subsidiary nor any of the other parties to any of such Leases is in default, and no circumstances exist which could result in such default, under any of the Leases. There has been no cancellation, breach or anticipated breach by any other party to any Lease.

     4.17.3 All of the buildings, fixtures, furniture and equipment used in the conduct of the business of the Target Subsidiaries are in good condition and repair, ordinary wear and tear excepted, and is usable in the ordinary course of business. A Target Subsidiary has not suffered any material damage, destruction or loss, whether as a result of fire, explosion, flood, casualty, act of God or nature or other casualty or event, whether or not covered by insurance, which has or is likely to cause a Material Adverse Effect.

     4.17.4 Neither the Target Subsidiaries nor any of the buildings owned or leased by Target Subsidiaries is in violation of any applicable zoning ordinance or other law, regulation or requirement relating to the operation of any properties used in the ownership or operation of its business.

     4.18 Environmental Matters . There are no actions, suits, investigations, liabilities, inquiries or orders involving First Western or any of the Target Subsidiaries or any of their respective assets that are pending or, to the Knowledge of First Western or any First Western Affiliates threatened, and relating to the presence, generation, storage, use or disposal of any substance in, under or upon the Premises or any real property which a Target Subsidiary had or has a fee or leasehold interest, nor, to the Knowledge of First Western or First Western Affiliates, is there any factual basis for any of the foregoing. None of the Target Subsidiaries is or was the owner of, or held any interest in, real estate on which any substances have been used, stored, deposited, treated, recycled or disposed of which substances if known to be present on, at or under such property would require clean up, removal or other remedial action under any Law.

     4.19 Tax Matters .

     4.19.1 First Western has made an election to be subject to Subchapter S of the Code and elections for each of the Target Subsidiaries, and any entity acquired by First Western after the date of First Western’s initial election, to be a qualifying subchapter S subsidiary of First Western (the “S Election”). Each Person required to consent to or approve of the elections have so consented or approved. The S Election has been in effect since the dates set forth in the Disclosure Schedule and has remained continuously in effect for all periods since such dates. Neither First Western nor any other Person has taken any action to revoke or terminate the S Election and, to the Knowledge of First Western and First Western Affiliates, no event has occurred which would, or with the passage of time would, cause the voluntary or involuntary termination of the S Election.

     4.19.2 Each of First Western and Target Subsidiaries have filed or will file all Tax and Tax information returns or reports required to be filed by them and have paid (or have or will accrue, prior to the Closing Date, amounts for the

payment of) all Taxes relating to the time periods shown to be due upon such returns and reports. The accrued taxes payable accounts for Taxes and provision for deferred Taxes are on the date of this Agreement, or will be, at the Closing Date, sufficient for the payment of all unpaid Taxes of the Target Subsidiaries accrued for or applicable to all periods ended on or prior to the Closing Date or which may subsequently be determined to be owing with respect to any such period. Neither First Western nor any Target Subsidiary has waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to an assessment or deficiency for Taxes. All Taxes shown to be due and payable, for any period ending at, prior to or including the Closing Date shall have been paid by or on behalf of the Target Subsidiaries or shall be reflected as an accrued Taxes liability determined in a manner which is consistent with generally accepted accounting principles and past practices and as used in the Financial Statements. Since the dates of the S Election set forth on the Disclosure Schedule, no Tax returns of First Western or Target Subsidiaries have been audited by any governmental authority and all Tax returns are complete and accurate as filed. There are no unresolved questions, claims or disputes asserted by any taxing authority concerning the liability for Taxes of First Western or Target Subsidiaries.

     4.19.3 First Western has delivered to FIBS true, correct and complete copies of all Tax returns filed by First Western and each Target Subsidiary for fiscal years ending December 31, 2004, 2005 and 2006 and any tax examination reports and statements of deficiencies assessed or agreed to for any of First Western and Target Subsidiary for any such fiscal years.

     4.20 Contracts and Commitments . None of the Target Subsidiaries is a party to (i) a collective bargaining agreement or contract with any labor union, (ii) is a party to any contract for the employment of any officer, individual employee or other person on a part-time, full-time or consulting basis, (iii) a written or oral agreement or understanding to repurchase assets previously sold (or to indemnify or otherwise compensate the purchaser in respect of such assets), or (iv) other agreement which is not entered into in the ordinary course of business. Each Target Subsidiary has performed all obligations required to be performed by it and none of the Target Subsidiaries is in receipt of any claim of default under any contract or commitment or has any present expectation or intention of not fully performing any material obligation pursuant to any contract or commitment.

     4.21 Litigation . There are no actions, suits, proceedings, orders or investigations pending or, to the Knowledge of First Western and First Western Affiliates, threatened, against the Target Subsidiaries, at law or in equity, or before or by any federal, state, or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign which, if adversely determined would have a Material Adverse Effect.

     4.22 No Brokers or Finders . There are no claims against or future rights to payment from the Target Subsidiaries for brokerage commissions, finders’ fees,

investment advisory fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement, understanding, commitment or agreement made by or on behalf of the Target Subsidiary.

     4.23 Employees . Target Subsidiaries have complied in all material respects with all Law relating to the employment of labor, including provisions relating to wages, hours, equal opportunity, collective bargaining, non-discrimination and the payment of social security and other taxes. The Target Subsidiaries do not have any material labor relations problem pending and its labor relations are satisfactory.

     4.24 Employee Benefit Plans and ERISA .

     4.24.1 The Disclosure Schedule sets forth a true and complete list of each employee benefit plan (as defined in Section 3(3) of ERISA) that is, or within the five (5) years preceding the Effective Date, was maintained or contributed to by First Western or the Target Subsidiaries (the “Plans”). Each of the Plans has been maintained in compliance with its terms and in compliance with all applicable laws including ERISA and the Code.

     4.24.2 First Western and the Target Subsidiaries have classified all individuals (including but not limited to independent contractors and leased employees) appropriately under the Plans, except if any individuals have not been appropriately classified under any of the Plans or if the First Western or the Target Subsidiaries’ classification is later determined to be erroneous or is retroactively revised, such error in classification will not cause the Target Subsidiaries to incur any material liability, loss or damage.

     4.24.3 Neither First Western, the Target Subsidiaries or any First Western Affiliate has ever contributed to or been obligated to contribute to (i) a multiemployer plan (within the meaning of Section 3(37) of ERISA, (ii) a plan subject to Title IV of ERISA (iii) an arrangement maintained in connection with any trust described in Section 501(c)(9) of the Code, or (iv) an arrangement subject to the minimum funding standards of ERISA Section 302 or Code Section 412.

     4.24.4 None of the Target Subsidiaries has nor will have at any time after Closing any current or projected liability in respect of post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees.

     4.24.5 Except for the Deferred Liabilities, no employee or former employee of the Target Subsidiaries will become entitled to any bonus, retirement, severance, job security or similar benefit or enhanced such benefit (including acceleration of vesting or exercise of an incentive award) due from or payable by the Target Subsidiaries as a result of the transactions contemplated hereby. In addition, as of the Closing Date, and except for the Deferred Liabilities, there exist no written or oral agreements that would entitle any such

employee or former employee to such benefit as a result of any transaction affecting any of the Target Subsidiaries that may occur after the Closing Date.

     4.24.6 Except with respect to the Deferred Liabilities, the Target Subsidiaries have no obligation under any “nonqualified deferred compensation plan” within the meaning of Code Section 409A. As of the Closing Date, the Deferred Liabilities will be in compliance with Code Section 409A.

     4.25 Insurance . The Disclosure Schedule lists each insurance policy maintained by the Target Subsidiaries or by First Western for the benefit of a Target Subsidiary. All of such insurance policies are in full force and effect and neither First Western nor the Target Subsidiaries are in default with respect to its obligations under any of such insurance policies. To the Knowledge of First Western, there are no unreported or pending claims under any of such insurance policies.

     4.26 Affiliate Transactions . None of (a) First Western or the First Western Affiliates, (b) any officer or director of the Target Subsidiaries, nor any member of the immediate family of any such officer or director, or (c) any entity in which any of such persons owns any beneficial interest (other than a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market, a corporation or a limited partnership of which less than ten percent (10%) of the stock or limited partnership interest is beneficially owned by any of such persons), has any loan agreement, note or borrowing arrangement or any other agreement with the Target Subsidiaries or any interest in any property, real, personal or mixed, tangible or intangible, used in or pertaining to the business of the Target Subsidiaries, except for (i) consumer or household loans made by the Bank and not subject to Federal Reserve Regulation O or (ii) commercial, commercial real estate or agricultural loans made in compliance with Federal Reserve Regulation O and with a principal balance or commitments for future advances in an aggregate amount per loan not exceeding $250,000.00, (iii) deposit account agreements and similar agreements entered in the ordinary course of the Bank’s business on customary terms and conditions, or (iv) otherwise identified on the Disclosure Schedule.

     4.27 Compliance with Laws; Permits . The Target Subsidiaries have complied in all material respects with Laws which affect the business or any owned or leased properties of the Target Subsidiaries or to which the Target Subsidiaries may be subject. No claims have been filed or, to the Knowledge of First Western, been asserted by any such governments or agencies against the Target Subsidiaries alleging a violation of any such Law which have not been resolved to the satisfaction of any such governments or agencies. The Target Subsidiaries each hold all of the permits, licenses, certificates and other authorizations of foreign, federal, state and local governmental agencies required for the conduct of its business. None of the Target Subsidiaries is subject to any cease and desist order, written agreement or memorandum of understanding with, or a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or is a recipient of any extraordinary supervisory letter from, or has adopted any board resolutions at the request of, a Regulator, nor have any of them been advised by any Regulator that it is contemplating issuing or

requesting (or is considering the appropriateness of issuing or requesting) any such order, directive, written agreement, memorandum of understanding, extraordinary supervisory letter, commitment letter, board resolutions or similar undertaking.

     4.28 Intangible Property Rights . The Target Subsidiaries will, as of the Closing Date each own or exclusively hold all rights to, free and clear of all liens, claims and restrictions, including, without limitations, obligations for the payment of royalties or other compensation for the use of, all patents, trademarks, service marks, trade names, trade secrets and copyrights used in the conduct of its business as now conducted, including, without limitation the “First Western” name and associated marks, except for the Insurance Agency as provided in Section 5.29. Neither First Western nor a Target Subsidiary has received any notice of any facts which indicate that each of them does not either (i) own or (ii) have the unrestricted right to the use of, all know-how, customer lists, inventions, designs, processes, computer programs and technical data necessary to the development, operation and conduct of its business, including trade secrets, free and clear of any rights, liens and claims of others. Neither First Western nor a Target Subsidiary has received any communications alleging that any of them has violated any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or any other proprietary rights of any Person.

     4.29 Directors, Officers and Key Employees . The Disclosure Schedule states a complete list of all of the directors, advisory directors and executive officers of the Target Subsidiaries.

     4.30 Deferred Liabilities . The Deferred Liabilities do not, and will not as of the Closing, exceed the Deferred Liability Amount. Each of the Deferred Liabilities is, or will be as of the Closing Date, a valid and binding obligation of the respective Target Subsidiary and has been created, authorized and administered in accordance with Law. The Deferred Liability Documents state the entire obligations of the Target Subsidiaries with respect to the Deferred Liabilities.

     4.31 Disclosure . First Western has not knowingly withheld from FIBS, nor will knowingly withhold from FIBS, any material facts relating to the assets, business, operations, financial condition or prospects of the Banks.

     4.32 Disclosure Schedule . The matters stated on the Disclosure Schedule shall be interpreted as being incorporated into, or as exceptions to, or to otherwise limit, as the case may be, the representation and warranties stated in Article 4.0, to the extent such matters refer to a section or sections contained within Article 4.0.

     4.33 Securities Law Compliance .

     4.33.1 The Preferred Stock and the Common Stock issuable upon conversion thereof (collectively, the “FIBS Securities”) have not been and will not be registered under the Securities Act or other Securities Laws. The FIBS Securities are “restricted securities” as defined in Rule 144 under the Securities

Act and are being offered and sold in reliance on one or more exemptions from the registration requirements of the Securities Laws.

     4.33.2 No agency, governmental authority, regulatory body, stock market or other entity (including, without limitation, the Federal Reserve, the SEC or any state securities commission) has made any finding or determination as to the merit for investment of, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the FIBS Securities. The FIBS Securities are not savings accounts or deposits and are not insured by the Federal Deposit Insurance Corporation, by any other governmental agency, or otherwise.

     4.33.3 No information furnished by FIBS or any of FIBS’ directors, officers, employees, advisors, agents or representatives constitutes investment, accounting, legal or tax advice, and First Western is relying solely upon itself and its professional advisors for such advice.

     4.33.4 First Western has reviewed and understands fully the terms and conditions of the Preferred Stock as contained in Exhibit A, including, without limitation, restrictions regarding transferability and setoff rights and other limitations as set forth therein.

     4.33.5 First Western is acquiring the FIBS Securities for its own account, for investment purposes only, and not with a view to any resale or distribution in violation of the registration requirements of the Securities Laws. Notwithstanding the foregoing, it is contemplated that First Western may effect a transfer of the Preferred Stock to a trust or other similar entity, subject to the provisions of Section 9.4. First Western and any permitted transferee(s) of the FIBS Securities will not offer, sell or otherwise transfer any of the FIBS Securities except under circumstances that will not result in a violation of the Securities Laws and only after all other requirements set forth in this Agreement and the Preferred Stock have been satisfied. In the event First Western establishes a trust or other similar entity to hold the FIBS Securities consistent with the foregoing, First Western shall comply with all applicable Laws, including the Securities Laws, in connection with the formation, funding and operation of such trust or other similar entity and, at the request of FIBS, shall provide reasonable assurances of such compliance to FIBS.

     4.33.6 First Western has been given a reasonable opportunity to review all documents, filings, reports, books and records of FIBS pertaining to an investment in the FIBS Securities, has been supplied with all additional information concerning FIBS and the FIBS Securities that it has requested, has had a reasonable opportunity to ask questions of and receive answers from FIBS or its representatives concerning the investment, and all such questions have been answered to First Western’s full satisfaction.

     4.33.7 An investment in the FIBS Securities is subject to substantial risks. First Western has adequate means of providing for its current needs and possible contingencies, and is able to bear the economic risk associated with the investment.

     4.33.8 There is no public market for the FIBS Securities and a future public market for resale of the FIBS Securities may never exist. Without limiting the foregoing, there have been no promises or other representations made regarding any listing of the Common Stock on any securities exchange for public trading, any redemption or repurchase of the FIBS Securities by FIBS or any merger or acquisition of FIBS.

     4.33.9 The FIBS Securities, and any securities issued in respect thereof or exchange therefor, shall bear restrictive legends in substantially the form as set forth in Exhibit A.

     4.33.10 First Western has not purchased the FIBS Securities as a result of any general solicitation or general advertising (as such terms are used in Regulation D under the Securities Act), including advertisements, articles, press releases, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

     4.33.11 First Western is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the FIBS Securities and making an informed investment decision.

     4.33.12 The information regarding the identity, ownership and residence of the First Western shareholders as provided to FIBS prior to or contemporaneously with the execution hereof is true, accurate and complete. Except for such shareholders, there are no holders of the common stock, preferred stock or other equity securities of First Western. Each First Western shareholder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the FIBS Securities and making an informed investment decision.

     4.34 Effectiveness of Representations and Warranties . Except as otherwise specified on the Disclosure Schedule (including any amendments consented to by FIBS) or except for representations limited to a stated date or dates, the representations and warranties contained in Article 4.0 shall be true at and as of the Closing with the same force and effect as though such representations and warranties had been made at and as of the Closing.

5.0 Pre-Closing Covenants .

     5.1 Conduct of Business . From and after the date of this Agreement until the Closing Date, unless FIBS shall otherwise agree in writing or as otherwise expressly permitted by other provisions of this Agreement, First Western shall cause the Target Subsidiaries and the Wall Bank Subsidiaries to conduct their respective business as follows:

     5.1.1 The business of the Target Subsidiaries shall be conducted only in, and the Target Subsidiaries shall not take any action except in, the ordinary course of business, on an arms-length basis or as permitted under Regulation W of the Federal Reserve, and in accordance in all material respects with Law.

     5.1.2 A Target Subsidiary shall not, without the prior written consent of FIBS (which consent FIBS may grant or withhold in its sole direction), directly or indirectly take or cause to be taken or permit to occur any event within its reasonable control as a result of which (a) any of the changes or events listed in Section 4.16 would occur or (b) any of the representations or warranties of First Western fail to be materially correct. Without limiting the foregoing, a Target Subsidiary shall not and shall not permit the Wall Bank Subsidiaries to:

     (a) issue or sell any additional shares of, or any options, warrants, conversion privileges or rights of any kind to acquire any shares of, any of its equity securities;

     (b) sell, assign, transfer, mortgage, pledge or encumber any of its assets except for purchases and sales arising from repurchase agreements with Bank depositors entered in the ordinary course of the Bank’s business;

     (c) amend or propose to amend its respective articles of organization, articles of association, articles of incorporation, charter or bylaws;

     (d) split, combine or reclassify any outstanding shares of its equity securities, or declare, set aside or pay any dividend or other distribution payable in property or stock, or declare or pay any dividend or other distribution in cash on or with respect to its equity securities except the Permitted Distributions;

     (e) redeem, purchase, acquire or offer to redeem, purchase or acquire, directly or indirectly, any shares of its equity securities;

     (f) acquire (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, limited liability company, association, partnership, joint venture or other business organization or material assets thereof except in connection with customary lending and collection activities;

     (g) borrow any amount or incur or become subject to any liability, except deposit liabilities incurred in the ordinary course of business;

     (h) make capital expenditures or commitments therefor in the aggregate in excess of $100,000.00;

     (i) discharge or satisfy any material lien or encumbrance on its properties or assets or pay any liability except in the ordinary course of business;

     (j) other than for adequate consideration, cancel any material debt or claims or waive any rights of material value; or

     (k) purchase or sell any security held for investment, whether held to maturity or available for sale, including, without limitation, any derivative instruments other than (i) purchases of securities issued by the United States or any agency thereof with maturities of less than three (3) years or (ii) sales of securities which mature not more than ninety (90) days following the date of sale; provided, however, such restrictions shall not effect the purchase or sale of federal funds, Federal Reserve stock or Federal Home Loan Bank stock in amounts required by law or otherwise consistent with prudent banking practices and Bank policies or (iii) purchases and sales arising from repurchase agreements with Bank depositors entered in the ordinary course of the Bank’s business; or

     (l) modify, terminate, or waive any material term of or amend any Intercompany Agreement or Deferred Liability Document or enter any agreement which would be an Intercompany Agreement or take any action to adopt a Deferred Liability Document, except (a) for the assignment to the Banks, or either of them, of the Employment Agreement between First Western and Bruce Rampelberg dated as of December 30, 2003 and the assumption by the Banks of the obligations of First Western under such agreement and arising on or after the Closing Date or (b) adoption of a Deferred Liability Document in the form provided in the Disclosure Schedule or (c) amendments to, or termination of, Intercompany Agreements required under this Agreement;

     (m) will, upon reasonable request of FIBS, maintain a system of financial and accounting controls and procedures as are reasonable and customary, consistent with industry standards, and as are reasonably necessary to allow FIBS, following the Closing, to satisfy its SEC filings obligations under the Exchange Act in a reasonable and timely manner, as such obligations relate to evaluations, attestations and certifications regarding such controls and procedures to be made by the management and independent auditor of FIBS; provided, however, if First Western or Target Subsidiaries incur expenses payable to third parties by reason of a

request of FIBS, FIBS shall reimburse First Western or Target Subsidiaries for such expenses; or

     (n) will, upon reasonable request of FIBS, make adequate preparation for an audit of its financial statements and accounting records for the year ending December 31, 2007, including, without limitation, preparing work papers, records, reconciliations and supporting schedules and performing all other tasks and actions reasonably necessary to allow an independent registered public accounting firm to complete such audit in a reasonable and timely manner; provided, however, if First Western or Target Subsidiaries incur expenses payable to third parties by reason of a request of FIBS, FIBS shall reimburse First Western or Target Subsidiaries for such expenses.

     5.1.3 First Western and Target Subsidiaries shall not, directly or indirectly, (a) enter into, or modify any Plan, employment, severance or similar agreements or arrangements with, or grant any bonuses, wage, salary or compensation increases, except as consistent in the aggregate with past practice, or any severance or termination pay to any director, officer, employee, group of employees or consultant to a Target Subsidiary or (b) adopt or amend any bonus, profit sharing, stock option, pension, retirement, deferred compensation, or other employee benefit plan, trust, fund, contract or arrangement for the benefit or welfare of any employees of a Target Subsidiary, except for amendments required by Law.

     5.1.4 Each Target Subsidiary shall use its best efforts to cause its current insurance policies not to be cancelled or terminated or any of the coverage thereunder to lapse.

     5.1.5 A Target Subsidiary shall not enter into any settlement or similar agreement with respect to, or take any material action with respect to the conduct of, any material action, suit, proceeding, order or investigation without the prior written approval of FIBS.

     5.1.6 Each Target Subsidiary shall preserve intact in all material respects its business organization and goodwill and shall use reasonable efforts to keep available the services of its officers and employees as a group and preserve intact all material agreements. The managing officers of each Target Subsidiary shall confer on a regular and frequent basis with representatives of FIBS, as reasonably requested by FIBS from time to time, to report on operational matters and the general status of ongoing operations.

     5.1.7 Except as required by this Agreement, neither Bank shall take any action with respect to investment securities held or controlled by any of them inconsistent with past practices or alter its investment portfolio duration policy as heretofore in effect.

     5.1.8 Neither Bank shall make any loans or loan commitments including any refinancings, modifications, renewals or extensions which, when aggregated with existing loans or commitments to the borrower or attributed to the borrower in accordance with “loan to one borrower” or similar requirements of Law applicable to the Bank would be in excess, in the aggregate, of $750,000.00 (such approval to be deemed obtained if FIBS fails to respond to notice setting forth the material terms of any proposed commitment within two (2) business days). The foregoing written approval requirement (a) shall not apply to loans, refinancings, modifications, renewals or extensions for which a Bank is committed on or prior to the Effective Date and (b) shall be applied, where necessary, to the aggregate amount held or to be held by the Banks under participation, sharing or similar agreements between the Banks.

     5.1.9 As to properties subject to Leases, the Target Subsidiaries shall not renew, exercise an option to extend, cancel or surrender any Lease of real property nor allow any such Lease to lapse without the consent of FIBS (other than Leases with terms or extensions of six (6) months or less).

     5.1.10 Each Target Subsidiary and the Wall Bank Subsidiaries shall maintain all of its assets necessary for the conduct of its business in good operating condition and repair, reasonable wear and tear and damage by fire or unavoidable casualty accepted, and maintain policies of insurance upon its assets and to pay all premiums on such policies when due.

     5.2 Response and Commitments by FIBS .

     5.2.1 In all instances where FIBS’ consent is required by Section 5.l, FIBS shall use reasonable efforts to respond on a timely basis.

     5.2.2 If FIBS withholds its approval of any loan or commitment contemplated by Section 5.1.8, FIBS shall not and FIBS shall not permit any FIBS Affiliate to make or at any time participate or otherwise hold any interest in such loan or commitment or knowingly transact any banking business with such customer of the Banks or their affiliates.

     5.3 Regulatory Approvals . At its sole expense, FIBS shall make application as soon as practicable but in any event within thirty (30) days after the Effective Date for all Regulatory Approvals to validly consummate the transactions contemplated by this Agreement and shall thereafter continue to pursue such approvals diligently. FIBS will promptly provide First Western’s counsel with a copy of all applications for Regulatory Approvals filed by it, as well as, to the extent not prohibited by Law, copies of all correspondence with regulatory authorities pertaining to such applications. First Western shall and shall cause the Target Subsidiaries to cooperate with FIBS in the preparation and filing of all documents required to obtain Regulatory Approval, and upon request by FIBS, each of them shall use all reasonable efforts to take any other actions necessary to obtain Regulatory Approval.

     5.4 Insurance Agency . First Western shall cause the Insurance Agency to conduct its business in the ordinary course and in compliance with Law. At Closing, First Western shall grant to FIBS a right of first refusal and option to purchase the Insurance Agency, stock and other equity securities upon the terms, conditions and covenants set forth in Exhibit B (the “Agency Agreement”).

     5.5 Real Property Information and Title Policies . As soon as practical after the Effective Date, but in any event no later than thirty (30) days after the Effective Date, First Western shall obtain and deliver to FIBS, ownership and encumbrance or similar reports from title insurance companies reasonably acceptable to FIBS with respect to each of the Premises. FIBS will reimburse First Western for fifty percent (50%) of the costs incurred for obtaining such reports. Upon request of FIBS, First Western shall cure, prior to the Closing Date, any exceptions to title identified in the ownership and encumbrance reports other than Permitted Exceptions sufficient for the issuance of a Title Policy for each of the Premises and stating the record owner as the appropriate Target Subsidiary.

     5.6 Loan Loss Reserve . First Western shall cause the Banks, no later than the Business Day prior to the Determination Date, to cause their respective reserve for possible loan and lease losses to be equal to (a) 1.00% of the total loans outstanding of such Bank as of the Business Day prior to the Determination Date plus (b)(i) in the case of the Wall Bank, $4,950,000.00 and (ii) in the case of the Sturgis Bank, $6,050,000.00.

     5.7 Certain Loans and Related Matters . Promptly following preparation of the reports or statements consistent with existing practices (but not less frequently than each calendar quarter) of First Western or the Banks, First Western shall or shall cause the Banks to furnish to FIBS (a) all of Banks’ periodic internal credit quality reports, (b) total loans of Banks for each category classified as non-accrual, as restructured, as ninety (90) days past due, as still accruing and doubtful of collection, (c) other real estate owned by Banks, including in-substance foreclosures and real estate in judgment, (d) any current repurchase obligations of Banks with respect to any loans, loan participation or state or municipal obligations or revenue bonds, and (e) any standby letters of credit issued by Banks. The reports required hereunder shall be in the form customarily presented to the Banks’ boards of directors as the case may be, and will be provided to FIBS when customarily provided to the respective board of directors.

     5.8 Interim and Clo