1

                                                                    EXHIBIT 10.2

                              DIRECTOR'S AGREEMENT

        This Agreement, dated as of November 10, 1998, is between UNITED
SECURITY BANCORPORATION, a Washington corporation ("USBN") and _____________
("Director"), a director of Bancwest Financial Corporation ("Bancwest") and/or
its wholly owned subsidiary, Bank of the West.

                                    RECITALS

        1. Pursuant to the terms of the Agreement and Plan of Merger, dated as
of November 10, 1998 ("Plan") between USBN, Bancwest, and Bank of the West,
Bancwest will merger into USBN and Bank of the West will become the wholly owned
subsidiary of USBN.

        2. USBN's obligation to consummate the transactions contemplated by the
Plan is conditioned upon their receipt of non-competition agreements from all
directors of the Bancwest and Bank of the West.

        3. Director is a director of Bancwest and/or Bank of the West and a
shareholder of Bancwest.

                                    AGREEMENT

        In consideration of USBN's performance under the Plan, Director agrees
that for a period of two years after the Effective Date, as defined in the Plan,
he or she will not, directly or indirectly, become involved in, as a principal
shareholder, director or officer, "founder," employee, or other agent of, any
financial institution or trust company that competes or will compete with
Bancwest, USBN, or any of their subsidiaries or affiliates, within Walla Walla
County, Washington State.

        Director also agrees that during this two year period, Director will not
directly or indirectly solicit or attempt to solicit (1) any employees of
Bancwest, USBN, or any of their subsidiaries or affiliates, to leave their
employment or (2) any customers of Bancwest, USBN, or any of their subsidiaries
or affiliates to remove their business from Bancwest, USBN, or any of their
subsidiaries or affiliates, or to participate in any manner in any financial
institution or trust company that competes or will compete with Bancwest, USBN,
or any of their subsidiaries or affiliates, within Walla Walla County,
Washington State. Solicitation prohibited under this section includes
solicitation by any means, including, without limitation, meetings, telephone
calls, letters or other mailings, electronic communication of any kind, and
internet communications.

        For purposes of this Agreement, the term "principal shareholder" means
any person who owns, directly or indirectly, five percent (5%) or more of the
outstanding shares of any class of equity security of a company.

        Director recognizes and agrees that any breach of this Agreement by
Director will entitle USBN and any of its successors or assigns to injunctive
relief and/or specific performance, as well as any other legal or equitable
remedies to which such entities may otherwise be entitled.

UNITED SECURITY BANCORPORATION         DIRECTOR


By:
   --------------------------------    -----------------------------------------
Its:
    -------------------------------