COLUMBIA RIVER BANK
EXECUTIVE BONUS DEFERRAL AGREEMENT
THIS AGREEMENT is adopted effective the 3rd day of June, 2002, by and between COLUMBIA RIVER
BANK, a state-chartered commercial bank with headquarters in The Dalles, Oregon ("Bank") and JAMES C.
McCALL (the "Executive").
WHEREAS, the Executive is an employee of the Bank;
WHEREAS, the Executive's experience and knowledge of the affairs of the Bank and the banking industry are
extensive and valuable;
WHEREAS, the Bank desires to permit Executive to defer a portion of Executive's annual bonus, and will pay
the Executive's bonus deferral plan benefits from the Bank's general assets;
WHEREAS, it is deemed to be in the best interests of the Bank to provide the Executive with such a benefit, on
the terms and conditions set forth herein, in order to reasonably induce the Executive to remain in the Bank's
WHEREAS, the Executive and the Bank wish to specify in writing the terms and conditions upon which this
deferred bonus arrangement will be provided to the Executive;
NOW, THEREFORE, in consideration of the services to be performed by the Executive in the future, as well as
the mutual promises and covenants contained herein, the Executive and the Bank agree as follows:
SECTION 1 - Definitions
Whenever used in this Agreement, the following words and phrases shall have the meanings specified:
"Bonus" means only the bonus paid to the Executive during a Plan Year and does not include any salary.
"Change of Control" means the transfer of shares of the Company's voting common stock such that one entity or
one person acquires (or is deemed to acquire when applying Section 318 of the Code) more than 50 percent of
the Company's outstanding voting common stock followed within twelve (12) months by the Executive's
Termination of Employment for reasons other than death, Disability or retirement.
"Code" means the Internal Revenue Code of 1986, as amended.
"Disability" means the Executive's s