CHANGE OF CONTROL/SEVERANCE AGREEMENT
THIS CHANGE OF CONTROL/SEVERANCE AGREEMENT (the "Agreement") is made and entered into as
of this day of , 20 (the "Commencement Date"), by and between CASCADE BANK, a commercial bank
chartered under the laws of the State of Washington (the "Bank"), and (the "Executive").
WHEREAS, the Executive is currently serving as and has agreed to continue to serve in the employ of the Bank;
WHEREAS, the Board of Directors of the Bank recognizes the substantial contribution the Executive has made
to the Bank and wishes to provide Executive with certain benefits for the period provided in this Agreement in the
event of a change of control (as defined herein) of the Bank or of its holding company, Cascade Financial
Corporation (the "Holding Company").
NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the
parties herein, the parties hereto agree as follows:
1. Certain Definitions.
(a) The term "Change of Control" means: (i) an event of a nature that would be required to be reported in
response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (ii) any "person," as such
term is used in Sections 13(d) and 14(d) of the Exchange Act, other than the Holding Company, any
Consolidated Subsidiaries (as hereinafter defined), is or becomes the beneficial owner (as defined in Rule 13d-3
under the Exchange Act) directly or indirectly of securities of the Bank or the Holding Company representing
25% or more of the combined voting power of the Bank's or Holding Company's outstanding securities; (iii)
individuals who are members of the Board of Directors of the Holding Company (the "Board") on the
Commencement Date (the "Incumbent Board") cease for any reason to constitute at least a majority thereof,
provided that any person becoming a director subsequent to the Commencement D