INDEMNIFICATION AGREEMENT

A.

Indemnitee is a member of the board of directors or officer of the Corporation and/or one or more of its affiliate corporations, including the Bank, performing valuable services for the Corporation and the Bank.

B.

The Corporation's Articles of Incorporation ("Articles") and Bylaws ("Bylaws") include provisions governing the indemnification of directors, officers, agents and employees of the Corporation in accordance with the Oregon Business Corporation Act (the "Act").

C.

The Articles, Bylaws and the Act, by their non-exclusive nature, permit contracts between the Corporation and its directors and officers to indemnify and advance expenses to those directors and officers.

D.

The Corporation has purchased and maintains a policy or policies of Directors and Officers Liability Insurance ("D & O Insurance") covering certain liabilities that may be incurred by its directors and officers in the performance of their duties.

E.

Due to changes in the terms, scope and availability of D & O Insurance, and the potential scenarios under which it is possible that liability may be asserted against a corporate or bank director, uncertainty may exist as to the sufficiency of protection afforded directors and officers under such D & O Insurance.

F.

To induce Indemnitee to continue service, and effectively carry out his or her duties, as a director or officer of the Corporation and/or one or more of its affiliate corporations, including the Bank, the Corporation and the Bank desire to enter this contract with Indemnitee.

1.

INDEMNITY. The Corporation agrees to hold harmless and indemnify Indemnitee:

to the fullest extent permitted or required under Section 60.387 to 60.414 of the Act, and 12 U.S.C. 1828(k), as each may be amended from time to time (provided that no such amendment that reduces the indemnification required thereunder to be provided to Indemnitee shall be deemed to adversely affect any of Indemnitee’s rights to indemnification or otherwise hereunder), and any successor to such provisions as may be enacted from time to time; and

against any and all expenses (including attorneys' fees), witness fees, losses, claims, liabilities, judgments, fines, ERISA excise taxes, and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with any threatened, pending or completed action, suit, arbitration, alternative dispute resolution mechanism, investigation or administrative hearing or other proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) to which Indemnitee is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Indemnitee is, was or at any time becomes a director, officer, partner, trustee, administrator, committee member, employee or agent of the Corporation, or is or was serving or at any time serves at the request of the Corporation as a director, officer, partner, trustee, administrator, committee member, employee or agent of any (i) other corporation, including without limitation a corporate affiliate of the Corporation, (ii) partnership, (iii) joint venture, (iv) trust, (v) employee benefit plan or (vii) other enterprise.

2.

LIMITATIONS ON ADDITIONAL INDEMNITY. No indemnity under Section 1 will be paid or provided by the Corporation:

for expenses or liabilities to the extent actually paid to the Indemnitee under any D & O Insurance purchased and maintained by the Corporation;

on account of any action, suit or proceeding brought by or on behalf of the Corporation in which judgment is rendered holding the Indemnitee liable to the Corporation, except to the extent otherwise permitted by law;

on account of Indemnitee's conduct which is finally adjudged to be not in good faith, willful misconduct, or a knowing violation of law;

on account of Indemnitee's conduct which is the subject of an action, suit or proceeding described in Section 6(c)(ii);

on account of any action, claim or proceeding (other than a proceeding referred to in Section 7(b)) initiated by the Indemnitee unless such action, claim or proceeding is specifically authorized by action of the Corporation's board of directors;

on account of any action, claim or proceeding referred to in Section 8(b) which action is finally adjudged to be frivolous or made not in good faith;

on account of any liability arising under Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or any similar provision of federal or state statutory law;

on account of a proceeding charging improper personal benefit to Indemnitee in which Indemnitee was adjudged liable on the basis that personal benefit was improperly received; or

if a final decision by a Court having jurisdiction in the matter determines that such indemnification is not lawful.

3.

MUTUAL ACKNOWLEDGMENT. The parties acknowledge that, in certain instances, federal laws and regulations or public policy may supplement, change or override applicable state law and may in some cases even prohibit the Corporation and/or the Bank from indemnifying Indemnitee. For example, Indemnitee acknowledges that the Securities and Exchange Commission (the "SEC") takes the position that indemnification is not permitted for liabilities arising under certain federal securities laws, and federal legislation prohibits indemnification for certain ERISA violations, and that it is possible that the SEC could seek to enforce this position with respect to indemnification proposed to be made by the Corporation.

4.

CONTINUATION OF OBLIGATIONS. Under this Agreement the Corporation is obligated to Indemnitee for any period Indemnitee is or was a director, officer, employee or agent of the Corporation (or is or was serving at the request of the Corporation as a director, officer, partner, trustee, administrator, committee member, employee or agent of another (i) corporation, including without limitation, a corporate affiliate of Corporation, (ii) partnership, (iii) joint venture, (iv) trust, (v) employee benefit plan or (vi) other enterprise). Furthermore, this obligation will continue after Indemnittee's service as a director, officer, employee or other agent t