0001193125-09-069310 Sample Contracts

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2009 • Cowlitz Bancorporation • State commercial banks

This Amendment to Employment Agreement (this “Amendment”) amends the Consulting and Executive Employment Agreement between Cowlitz Bancorporation, Cowlitz Bank, and Richard J. Fitzpatrick dated February 10, 2003 (together, the “Agreement”). This Amendment is effective December 17, 2008.

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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 31st, 2009 • Cowlitz Bancorporation • State commercial banks • Washington

This Restricted Stock Agreement is made and entered into as of the Date of the Award indicated below pursuant to the terms of the 2003 Stock Incentive Plan of Cowlitz Bancorporation (the “Company”) dated March 26, 2003 (the “Plan”) by and between the Company and the person named below as the Recipient.

AMENDED AND RESTATED TERMS OF EMPLOYMENT AND CHANGE IN CONTROL AGREEMENT
Terms of Employment and Change in Control Agreement • March 31st, 2009 • Cowlitz Bancorporation • State commercial banks • Washington

This AMENDED AND RESTATED TERMS OF EMPLOYMENT AND CHANGE IN CONTROL AGREEMENT (“Agreement”) by and among COWLITZ BANCORPORATION, a Washington corporation and COWLITZ BANK (together, the “Employer”), and LYNDA LARRABEE (“Executive”), is dated as of December 1, 2008 and amends, restates and replaces that certain TERMS OF EMPLOYMENT AND CHANGE IN CONTROL AGREEMENT dated as of June 21, 2006 by and between Cowlitz Bancorporation and Executive.

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT FOR GERALD L. BRICKEY
Employment Agreement • March 31st, 2009 • Cowlitz Bancorporation • State commercial banks

This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT FOR GERALD BRICKEY (“Amendment”), dated effective as of December 17, 2008, is by and between COWLITZ BANCORPORATION, a Washington corporation (the “Company”), Cowlitz Bank, a Washington banking corporation (the “Bank”) (hereinafter the Company and the Bank are collectively referred to as the “Employer”), and GERALD L. BRICKEY (“Executive”).

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2009 • Cowlitz Bancorporation • State commercial banks

This Second Amendment to Employment Agreement (this “Amendment”) amends the Employment Agreement between Cowlitz Bancorporation, Cowlitz Bank, and Ernie Ballou dated January 13, 2003 as amended by that certain Amendment to Employment Agreement dated October 26, 2005 (together, the “Agreement”). This Amendment is effective December 17, 2008.

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