PARTICIPATION AGREEMENT
                                     FOR THE

                               CENTENNIAL BANCORP
                           DEFERRED COMPENSATION PLAN

THIS AGREEMENT, made and entered into this _____ day of ___________, 19____, by
and between CENTENNIAL BANCORP, a Company organized and existing under the laws
of the State of Oregon, hereinafter called the Company, and __________________,
hereinafter called the Employee.


                              W I T N E S S E T H:

WHEREAS, the Employee has been in the employ of the Company or an Affiliate for
Several years, and is now, and for years past has been serving as an employee,
and,

WHEREAS, it is the consensus of the Company's Board of Directors that (I) the
Employee's services in the past have been of merit and have constituted a
valuable contribution to the general welfare of the Company and its Affiliates
and (ii) continuing and enhanced operating efficiency and profitability can be
expected from Employee on an ongoing basis; and,

WHEREAS, it is the desire of the Company that Employee's services be retained as
herein provided; and,

WHEREAS, it is the desire of the Company that Employee's services be retained as
herein provided; and,

WHEREAS, the Employee is willing to continue tin the employ of the Company or an
Affiliate;

WHEREAS, the Company has established the CENTENNIAL BANK Deferred Compensation
Plan (the "Plan"), an unfunded deferred compensation arrangement to provide
supplemental retirement benefits for a select group of management and highly
compensated employees of the Company and/or its Affiliates;

WHEREAS, in consideration of services performed in the past and to be performed
in the future as well as of the mutual promises and covenants herein contained,
it is the desire of the Company that Employee participate in the Plan;

NOW, THEREFORE, it is agreed as follows:

     1. COMPANY DESIGNATION OF ELIGIBILITY. Pursuant to Section 2.01(f) of the
Plan, the Company has designated Employee as an employee eligible to participate
in the Plan effective _________________, 19____ (the "Participation Date").

<PAGE>

     2. EMPLOYEE ELECTION TO PARTICIPATE. Employee hereby elects to participate
in the Plan and to receive the benefits provided for under the Plan as described
below. Employee acknowledges that he or she has read and understands the Plan,
including provisions that describe the circumstances under which Employee may
lose the right to participate in the Plan and to receive benefits under the
Plan.

     3. SALARY REDUCTION AMOUNT. In accordance with and subject to the
provisions of the Plan, as the same may be amended from time to time, Employee
is eligible and voluntarily elects to reduce his or her 1996 salary as follows:

        a. Employee hereby agrees to a reduction in salary by $____________ or
_____% each pay period for services performed subsequent to this Agreement;

        b. Employee understands that this Salary Reduction Agreement applies
only to salary earned after this Agreement is in effect and is binding with
respect to salary earned while it is in effect;

        c. Employee further; understands that changes in the amount of salary
reduction may be made only prior to the beginning of Employee's taxable year for
which the salary is payable; and

        d. Employee further understands that he or she may terminate this
Agreement at any time, with respect to salary not yet earned, by filing a
written notice of termination with the Plan Administrator.

     4. BONUS DEFERRAL AMOUNT. In accordance with and subject to the provisions
of the Plan, as the same may be amended from time to time, Employee is eligible
and voluntarily elects to reduce his or her 1996 bonus as follows:

        a. Employee hereby agrees to a reduction in bonus by $______________ or
______% for services performed subsequent to this Agreement;

        b. Employee understands that this Bonus Deferral applies only to bonus
earned after this Agreement is in effect and is binding with respect to bonus
earned while it is in effect;

        c. Employee further understands that changes in the amount of bonus
deferred may be made only prior to the beginning of Employee's taxable year for
which the bonus is payable; and

<PAGE>

        d. Employee further understands that he or she may terminate this
Agreement at any time, with respect to bonus not yet earned, by filing a written
notice of termination with the Plan Administrator.

     5. DEFERRAL ACCOUNT. Company shall maintain a bookkeeping reserve account
to which Employee's deferrals under the Plan will be credited (Employee's
Deferred Compensation Account) and shall credit investment return accrued
thereon for each Plan Year (as determined by the Company in its sole
discretion). Company is under no obligation to acquire or provide any specific
investments for Employee, and any investments actually made by Company will be
made solely in the name of Company and will remain Company's property.

     6. RETIREMENT DATE. For purposes of the Plan, Employee's Retirement Date
shall be the later of the Employee's sixty-fifth (65th) birthday, or fifth (5th)
anniversary of participation in the Plan.

     7. BENEFIT DISTRIBUTION. Employee, or Employee's designated beneficiary
shall commence a distribution of benefits under the terms of the Plan upon the
Employee's Retirement Date or earlier Termination of Employment. Employee agrees
that payments of the Employee's Deferred Compensation Account balance shall be
made as follows:

        a. [______________] In lump sum; or

        b. [______________] Payable for a period of five (5) years on a monthly
basis, for a total of sixty (60) payments, in accordance with and subject to the
terms of the Plan; or

        c. [______________] Payable for a period of ten (10) years on a monthly
basis, for a total of one-hundred twenty (120) payments, in accordance with and
subject to the terms of the Plan; or

        d. [______________] Payable as an In-Service Distribution (as that term
is defined in Section 4.01-3 of the Plan) commencing on ______________, and paid
in ______________ lump-sum or ______________ annual installments over a period
of ______________ years.

     8. ENTIRE BENEFIT. This Agreement, when executed by the Company and
Employee shall create and constitute the Employee's total Deferred Compensation
Benefit. The terms of the Plan, and any amendments thereto, are expressly
incorporated herein and shall form a part hereof as fully as if set forth
herein. The terms of the Plan as incorporated with this Agreement shall
constitute the entire agreement and sole terms of the Plan with respect to
Employee. Any other promises or agreements for deferred compensation, written or
oral, are superseded and replaced by the provisions of this Agreement, and are
no longer effective unless they are contained in this document.

<PAGE>

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by
its President and its Corporate seal affixed, duly attested by its Secretary,
and the Employee has hereunto set his hand and seal at Eugene, Oregon the day
and year first above written.


                                             CENTENNIAL BANCORP



                                             By:
                                                -------------------------------
                                                  (Chief Financial Officer)



ATTEST


By:
   -----------------------------
         (Secretary)



                                             ----------------------------------
                                                         (Employee)






                           DESIGNATION OF BENEFICIARY

Pursuant to the terms of the CENTENNIAL BANCORP Deferred Compensation Plan, I
hereby designate the following beneficiary(ies) to receive any payments which
may be due under such Agreement after my death.


Primary Beneficiary                          Relationship
                   ------------------------              ----------------------

<PAGE>

Second Beneficiary                           Relationship
                   ------------------------              ----------------------


                                             Relationship
-------------------------------------------              ----------------------


The Primary Beneficiary named above shall be the designated Beneficiary referred
to in Article ______________ of the Plan, if he or she is living at the time a
death benefit payment thereunder becomes due and payable, and the Secondary
Beneficiary named above shall be the designated beneficiary referred to in 4.04
of the Plan only if he or she is living at the time a death benefit payment
becomes payable and the Primary Beneficiary is not then living.

This designation hereby revokes any prior designation which may have been in
effect.


                                             Date:
                                                  -----------------------------


------------------------------------------       ------------------------------
             (Witness)                                       (Employee)


         Acknowledged By:


                                                 ------------------------------
                                                         (Corporate Officer)


                                                 ------------------------------
                                                              (Title)