AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
PARTIES: COLUMBIA RIVER BANKING COMPANY ("CRBC")
KLICKITAT VALLEY BANK ("KVB")
DATE: DECEMBER 10, 1996
A. CRBC is a banking corporation organized and existing under the laws of the state of Oregon with its principal
office at 318 East Third Street, The Dalles, Oregon and with branches in The Dalles, Hood River, Maupin,
Redmond, Madras and Bend, Oregon. CRBC does business under the assumed business name "Columbia River
Bank" in The Dalles, Hood River, Oregon and under the assumed business name "Juniper Banking Company" in
Redmond, Madras and Bend, Oregon.
B. KVB is a banking corporation organized and existing under the laws of the state of Washington with its
principal office at 202 West Main Street, Goldendale, Washington and with a branch in White Salmon,
C. Both CRBC and KVB are wholly-owned subsidiaries of Columbia Bancorp ("Bancorp"), an Oregon
corporation and bank holding company.
D. The Board of Directors of CRBC and KVB have concluded that the merger of CRBC and KVB is in the best
interests of these companies.
NOW, THEREFORE, THE PARTIES AGREE:
1. THE MERGER.
1.1 Merger of CRBC and KVB. Subject to the terms and conditions of the Agreement and of applicable law, on
the Effective Date as defined herein, KVB shall merge with and into CRBC (the "Merger"). Following the
Merger, the separate existence of KVB shall cease and CRBC shall survive and be the "resulting Bank" as
defined in ORS 711.005(5).
1.2 Effective Date. The Merger shall become effective (the "Effective Date") on the date specified in the
Certificate of Merger issued by the Director of the Department of Consumer and Business Services, Division of
Page - 1 Agreement and Plan of Reorganization and Merger (CRBC and KVB)
Finance and Corporate Securities, State of Oregon (the "Director") pursuant to ORS 711.030.
1.3 Effects of the Merger. On the Effective Date, CRBC shall become the only subsidiary of Bancorp, and