1999 DEFERRED COMPENSATION AGREEMENT
Columbia Bancorp - Terry L. Cochran
This 1999 Deferred Compensation Agreement (the "Agreement") is made and entered into this 1st day of April,
1999 by and between Columbia Bancorp, an Oregon corporation ("Bancorp") and Terry L. Cochran
(1) Bancorp is an Oregon corporation and is the holding company of Columbia River Bank and of Valley
Community Bank (collectively, the "Banks"), both of which are state-chartered Oregon financial institutions.
Bancorp's principal office is at 420 East Third Street, Suite 200, The Dalles, Oregon 97058.
(2) Employee is now employed full-time by Bancorp as President and Chief Executive Officer of Bancorp, and
also serves as President and Chief Executive Officer of Columbia River Bank. Employee has served as President
and Chief Executive Officer of Bancorp since its formation in 1995, and has served in many positions at
Columbia River Bank, including President and Chief Executive Officer, since 1981.
(3) Bancorp recognizes the contributions that Employee has made to the success and profitability of Bancorp,
and desires to provide deferred compensation and other consideration to Employee as compensation for his
services and for the confidentiality covenants set forth in the Agreement.
Now, therefore, it is agreed:
1. DEFERRED COMPENSATION.
1.1 ELIGIBILITY. Employee shall become eligible for deferred compensation under the Agreement upon his
retirement as a full-time employee of Bancorp; provided, that in no event shall Employee be entitled to deferred
compensation payments under the Agreement prior to May 15, 2001 regardless of the date of Employee's
termination of employment by retirement or otherwise.
1.2 COMPENSATION. Beginning on the first 15th day of May immediately following the date of Employee's
retirement, and on the 15th day of May of each year thereafter through and including May 15, 2007, Bancorp
shall pay Employee deferred compensation consisting of (i) $48,000 per