FRONTIER BANK CHANGE OF CONTROL AGREEMENT

This CHANGE OF CONTROL AGREEMENT (this “Agreement”) is made by and between FRONTIER FINANCIAL CORPORATION and FRONTIER BANK (hereinafter jointly referred to as the “Bank”), and the undersigned executive (hereinafter referred to as “Executive”). The Bank and Executive are sometimes referred to herein as “the Parties.”

WHEREAS, Executive has rendered valuable services to the Bank, and the Board of Directors of the Bank (the “Board”) desires to be assured that Executive will continue rendering such services to the Bank; and

WHEREAS, the Board wishes to assure the Bank of continuity of management in the event of a Change of Control of the Bank; and

WHEREAS, Executive desires assurance that Executive will be protected in the event of any Change of Control;

NOW, THEREFORE, in consideration of the mutual covenants and promises herein, the Parties agree as follows:

1.       Severance Benefits.   The Bank agrees that if there is a Change of Control of the Bank and the Bank terminates Executive’s employment other than for Cause, as defined below, or Executive terminates this Agreement for Good Reason, as defined below, within twenty-four (24) months after such Change of Control, Executive shall receive the benefits provided in Paragraphs 1.1 and 1.2 (the “Severance Benefit”):

1.1      Executive shall receive a lump sum payment equal to two (2) times Executive’s W-2 compensation before salary deferrals (excluding any gains from stock-based compensation) over the twelve (12) months prior to the effective date of the Change of Control, less statutory payroll deductions on the first day of the seventh calendar month following the discontinuance of Executive’s employment due to a Change of Control; and

1.2      Executive shall continue to be covered by all of the Bank’s medical and dental plans for twenty-four (24) months following discontinuance of Executive’s employment due to a Change of Control.

2.       Termination Before Change of Control.   If Executive’s employment is involuntarily terminated (other than for Cause, as defined below) or Executive dies or terminates employment due to disability as defined below on or after the date of the press release announcing the entering into of an agreement that will result in a Change of Control of the Bank, Executive shall be entitled to the Severance Benefits described in Section 1, said benefits to be paid after the Change of Control actually occurs but no earlier than the first day of the seventh calendar month following the discontinuance of Executive’s employment due to a Change of Control. For purposes of this paragraph, “disability” shall be determined using the definition of that term in the Bank’s long-term disability plan in effect at the time of the disability, or if no such plan is then in effect, the definition of “disability” contained in such other plan providing a disability benefit. If there is no such plan then in effect, the definition of “disability” found in Internal Revenue Code Section 22(e), as may be amended from time to time, shall apply.

3.       Consideration.

3.1      The amounts paid to Executive hereunder shall be considered severance pay in consideration of the past services Executive has rendered to the Bank and in consideration of Executive’s continued service from the date hereof to the date of Executive’s entitlement to such payments, and in further consideration for the covenant not to compete/non-solicitation, as described in Section 13.

3.2      Executive shall have no duty to mitigate the amount of any payment under this Agreement by seeking other employment. Should Executive actually receive earnings from any such other employment, the payments called for hereunder shall not be reduced or offset by any such future earnings.

4.       Change of Control.   “Change of Control” as used herein will be deemed to have occurred when there is a Change in the Ownership of the Bank. For purposes of this Agreement, a Change in the Ownership of the Bank shall be deemed to occur when any one person, or more than one person acting as a group, acquires ownership of the Bank stock that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the Bank. A Change in Ownership of the Bank will not occur when any one person, or more than one person acting as a group, owning more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Bank acquires additional stock. For the purposes of this section, an increase in the percentage of stock owned by any one person, or more than one person if acting as a group, as a result of a transaction in which the Bank acquires its stock in exchange for property will be treated as an acquisition of stock.

5.       Cause.   For purposes of this Agreement, “Cause” shall mean:

5.1      The willful breach or habitual neglect of assigned duties related to the Bank, including compliance with the Bank’s policies, and such breach or neglect is materially detrimental to the Bank;

5.2      Conviction (including any plea of nolo contendere ) of Executive of any felony or crime involving dishonesty or moral turpitude;

5.3      Any act of personal dishonesty knowingly taken by Executive in connection with Executive’s responsibilities as an employee and intended to result in personal enrichment of Executive or any other person;

5.4      Bad faith conduct that is materially detrimental to the Bank;

5.5      Inability of Executive to perform Executive’s duties due to alcohol or illegal drug use;

5.6      Executive’s failure to comply with any material legal written directive of the Board; or

5.7      Any act or omission of Executive which is of substantial detriment to the Bank because of Execut