EXHIBIT 10.9
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                               FIRSTBANK NORTHWEST
                           DEFERRED COMPENSATION PLAN
<PAGE>

                               FIRSTBANK NORTHWEST
                           DEFERRED COMPENSATION PLAN

                                     Purpose
                                     -------

         The purpose of this Plan is to provide specified benefits to a select
group of management and highly compensated employees, and to directors, who
contribute materially to the continued growth, development and future business
success of FirstBank Northwest, and any other subsidiaries, if any, that sponsor
this Plan. This Plan shall be unfunded for tax purposes and for purposes of
Title I of ERISA. The Effective Date of the Plan shall be December 20, 2001.

                                    ARTICLE I
                                   Definitions
                                   -----------

For purposes of this Plan, unless otherwise clearly apparent from the context,
the following phrases or terms shall have the following indicated meanings:

         "Annual Deferral Amount" shall mean that portion of a Participant's
         Base Annual Salary or Director's Compensation, that the Participant
         elects to have deferred in accordance with Article 3, for any one Plan
         Year. In the event of a Participant's Retirement, death or a
         Termination of Employment prior to the end of a Plan Year, such year's
         Annual Deferral Amount shall be the actual amount withheld prior to
         such event.

         "Base Annual Salary" shall mean the annual cash compensation relating
         to services performed by an Employee during any calendar year, whether
         or not paid in such calendar year or included on the Federal Income Tax
         Form W-2 for such calendar year, excluding bonuses, commissions,
         overtime, fringe benefits, stock options, relocation expenses,
         incentive payments, non-monetary awards, and other fees, automobile and
         other allowances paid to a Participant for employment services rendered
         (whether or not such allowances are included in the Employee's gross
         income).

         "Beneficiary" shall mean one or more persons, estates or other
         entities, designated in accordance with Article 9, that are entitled to
         receive benefits under this Plan upon the death of a Participant.

         "Beneficiary Designation Form" shall mean the form established from
         time to time by the Committee that a Participant completes, signs and
         returns to the Committee to designate one or more Beneficiaries.

         "Board" shall mean the board of directors of the Employer.

         "Claimant" shall have the meaning set forth in Section 14.1.

         "Code" shall mean the Internal Revenue Code 1986, as it may be amended
         from time to time.

         "Committee" shall mean the committee described in Article 12. If no
         Committee is appointed, references thereto shall apply to the Employer
         or its delegate appointed for purposes of administering this Plan.

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         "Deferral Account" or "Account Balance" shall mean (i) a sum of all of
         a Participant's Annual Deferral Amounts, (ii) amounts credited in
         accordance with all the applicable crediting provisions of this Plan,
         less (iii) all distributions made to the Participant or his or her
         Beneficiary pursuant to this Plan that relate to his or her Deferral
         Account. The Deferral Account shall be a bookkeeping entry only and
         shall be utilized solely as a device for the measurement and
         determination of the amounts to be paid to a Participant, or his or her
         designated Beneficiary, pursuant to this Plan.

         "Director" shall mean a member of the board of directors of an
         Employer.

         "Director's Compensation" shall mean fees and other compensation
         payable for services as a Director.

         "Election Form" shall mean the form established from time to time by
         the Committee that a Participant completes, signs and returns to the
         Committee to make an election under the Plan.

         "Employee" shall mean a person who is classified as an employee of any
         Employer.

         "Employer" shall mean FirstBank Northwest and any other subsidiaries,
         if any, that have been selected by the Board to participate in the Plan
         and have adopted the Plan as a sponsor.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
         as it may be amended from time to time.

         "Monthly Installment Method" shall be a monthly installment payment
         over the applicable number of months determined in accordance with this
         Plan, calculated as follows: The monthly installment shall be
         calculated by multiplying the Account balance by a fraction, the
         numerator of which is one, and the denominator of which is the
         remaining number of monthly payments due the Participant or
         Beneficiary. By way of example, if the Participant receives benefits
         over 60 months, the payment shall be 1/60 of the Account Balance as of
         the last day of the preceding month. The following month, the payment
         shall be 1/59 of the Account Balance, calculated as described in this
         definition. Each monthly installment shall be paid on or as soon as
         practicable after the last business day of the applicable month.

         "Participant" shall mean any Employee or Director (i) who is selected
         to participate in the Plan, (ii) who elects to participate in the Plan,
         (iii) who signs a Plan Agreement and an Election Form, (iv) whose
         signed Plan Agreement, Election Form and Beneficiary Designation Form
         are accepted by the Committee, (v) who commences participation in the
         Plan, and (vi) whose Plan Agreement has not terminated. A spouse or
         former spouse of a Participant shall not be treated as a Participant in
         the Plan or have an Account Balance under the Plan, even if he or she
         has an interest in the Participant's benefits under the Plan as a
         result of applicable law or property settlements resulting from legal
         separation or divorce.

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         "Plan" shall mean this Deferred Compensation Plan, which shall be
         evidenced by this instrument and by each Plan Agreement, as they may be
         amended from time to time.

         "Plan Agreement" shall mean a written agreement, as may be amended from
         time to time, which is entered into by and between an Employer and a
         Participant. Should there be more than one Plan Agreement, the Plan
         Agreement bearing the latest date of acceptance by the Employer shall
         supersede all previous Plan Agreements in their entirety and shall
         govern such entitlement. The terms of any Plan Agreement may be
         different for any Participant, and any Plan Agreement may provide
         additional benefits not set forth in the Plan or limit the benefits
         otherwise provided under the Plan; provided, however, that any such
         additional benefits or benefit limitations must be agreed to by both
         the Employer and the Participant.

         "Plan Year" shall mean the calendar year.

         "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
         Article 6.

         "Retirement", "Retire(s)" or "Retired" shall mean severance from
         employment (or in the case of a Director, cessation from all
         directorship services) from all Employers for any reason other than a
         leave of absence or death on or after the earlier of the attainment of
         (a) age sixty-five (65) or (b) age fifty-five (55) with ten (10) Years
         of Service.

         "Termination for Cause" shall mean the severing of the employment (or
         director services, in the case of a Director) with the Employer on
         account of "cause", as that term (or a similar term) is defined in the
         Participant's employment contract with the Employer. If no such
         employment contract is in effect, "cause" shall mean (1) gross
         negligence or gross neglect of duties; (2) commission of a felony or
         gross misdemeanor involving moral turpitude; (3) fraud, disloyalty or
         willful violation of any law or significant Employer policy committed
         in connection with the Participant's employment and resulting in an
         adverse effect on the Employer; or (4) within the employment with the
         Employer, accepting additional employment with a competing institution.

         "Termination of Employment" shall mean the severing of employment with
         the Employer voluntarily or involuntarily, for any reason other than
         Retirement, death or an authorized leave of absence, other than on
         account of Termination for Cause. With respect to a Director, the term
         "Termination of Employment" shall mean the complete cessation of all
         directorships from all Employers.

         "Trust" shall mean one or more trusts established pursuant to a Trust
         Agreement, between the Employer and the trustee named therein, as
         amended from time to time.


                                    ARTICLE 2
                       Selection, Enrollment, Eligibility
                       ----------------------------------

2.1      Selection by Committee. Participation in the Plan shall be limited to a
         select group of management and highly compensated employees, and
         Directors, who are selected by the Committee in its sole discretion
         from time to time to participate herein.

2.2      Enrollment Requirements. As a condition to participation, each selected
         Employee or Director shall complete, execute and return to the
         Committee a Plan Agreement, an Election Form and a Beneficiary
         Designation Form. In addition, the Committee shall establish from time
         to time such other enrollment requirements as it determines in its sole
         discretion are necessary or appropriate.

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2.3      Eligibility; Commencement of Participation. Provided an Employee or
         Director selected to participate in the Plan has met all enrollment
         requirements set forth in this Plan and required by the Committee,
         including returning all required documents to the Committee within the
         specified time period, that Employee or Director shall commence
         participation in the Plan on the first day of the month following the
         month in which the Employee or Director completes all enrollment
         requirements.

2.4      Termination of Participation and/or Deferrals. If the Committee
         determines in good faith that a Participant no longer qualifies as a
         member of a select group of management or highly compensated employees,
         as membership in such group is determined in accordance with Sections
         201(2), 301(a)(3) and 401(a)(1) of ERISA, or is no longer a Director,
         the Committee shall have the right, in its sole discretion, to (i)
         terminate any deferral election the Participant has made for the
         remainder of the Plan Year in which the Participant's membership status
         changes, (ii) prevent the Participant from making future deferral
         elections, and/or (iii) immediately distribute the Participant's then
         Account Balance as a Termination Benefit and terminate the
         Participant's participation in the Plan.


                                    ARTICLE 3
                             Deferral Contributions
                             ----------------------

3.1      Compensation Deferrals. For each Plan Year, a Participant may elect to
         defer, as his or her Annual Deferral Amount, such portion of his Base
         Annual Salary or Director's Compensation as is set forth in the
         Participant's Election Form with respect to the Plan Year. The election
         shall be irrevocable with respect to compensation covered by the
         election until the end of the Plan Year. If no election is made, the
         amount deferred shall be zero. Notwithstanding the foregoing, if a
         Participant first becomes a Participant after the first day of a Plan
         Year, the maximum Annual Deferral Amount shall be limited to the amount
         of compensation not yet earned by the Participant as of the date the
         Participant submits a Plan Agreement and Election Form to the Committee
         for acceptance.

3.2      Election to Defer; Effect of Election Form; Suspension.

         (a)      First Plan Year. In connection with a Participant's
                  commencement of participation in the Plan, the Participant
                  shall make an irrevocable election regarding his Annual
                  Deferral Amount for the Plan Year in which the Participant
                  commences participation in the Plan, along with such other
                  elections as the Committee deems necessary or desirable under
                  the Plan. For these elections to be valid, the Election Form
                  must be completed and signed by the Participant, delivered to
                  the Committee and accepted by the Committee.

         (b)      Subsequent Plan Years. For each succeeding Plan Year, the
                  Participant shall make an irrevocable election regarding his
                  Annual Deferral Amount for that Plan Year, and such other
                  elections as the Committee deems necessary or desirable under
                  the Plan. Such election shall be made before the end of the
                  Plan Year preceding the Plan Year for which the election is
                  made, by means of a new Election Form or by such other
                  procedure as determined by the Committee. If no such Election
                  Form is timely delivered (or is applicable) for a Plan Year,
                  the Annual Deferral Amount shall be zero for that Plan Year.

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         (c)      Suspension of Election. A Participant may suspend an election
                  to defer compensation for the remainder of the Plan Year by
                  filing with the Committee a written notice of the suspension,
                  which election will become effective as of the next payroll
                  period.

3.3      Withholding of Annual Deferral Amounts. For each Plan Year, the Annual
         Deferral Amount elected by an Employee shall be withheld from each
         regularly scheduled Base Annual Salary payroll in equal amounts, as
         adjusted from time to time for increases and decreases in Base Annual
         Salary. The Director's Compensation portion of the Annual Deferral
         Amount shall be withheld at the time the Director's Compensation is
         paid to the Participant, whether or not this occurs during the Plan
         Year.

3.4      Investment of Trust Assets. The Trustee of the Trust shall be
         authorized, upon written instructions received from the Committee or
         investment manager appointed by the Committee, to invest and reinvest
         the assets of the Trust in accordance with the applicable Trust
         Agreement.

3.5      Vesting. A Participant shall at all times be 100% vested in his or her
         Account Balance.

3.6      Crediting of Account Balances. As of the end of the each Plan Year, and
         more frequently as determined by the Committee, each Participant's
         Account Balance shall be credited with an interest factor. The interest
         factor for any period shall be preliminarily determined by the
         Committee and submitted to the Board for approval or revision. The
         interest crediting factor approved by the Board shall be communicated
         to Participants as soon as practicable thereafter.

3.7      FICA and Other Taxes. For each Plan Year in which an Annual Deferral
         Amount is being withheld from a Participant that is an Employee, the
         Employer shall withhold from that portion of the Participant's Base
         Annual Salary that is not being deferred in a manner determined by the
         Employer, the Participant's share of FICA and other employment taxes on
         such Annual Deferral Amount. The Committee may reduce the Annual
         Deferral Amount in order to comply with this Section 3.7 if it
         determines that such action is necessary or appropriate. The Employer
         shall not be obligated to withhold FICA or other taxes for Annual
         Deferral Amounts related to Director Compensation, except as may be
         required by law.

3.8      Distributions. The Participant's Employer, or the trustee of the Trust,
         shall withhold from any payments made to a Participant under this Plan
         all federal, state and local income, employment and other taxes
         required to be withheld by the Employer, or the trustee of the Trust,
         in connection with such payments, in amounts and in a manner to be
         determined in the sole discretion of the Employer and the trustee of
         the Trust.


                                    ARTICLE 4
                                     Funding
                                     -------

4.1      Funding Generally. The Employer's obligations under this Plan shall be
         an unfunded and unsecured promise to pay. The Employer shall not be
         obligated under any circumstances to fund in advance its obligations
         under this Plan, and when the benefit amount is paid it shall be
         expensed out of the Employer's general assets.

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4.2      Option to Fund Informally. Notwithstanding Section 4.1, the Employer
         may, at its sole option, or by agreement, informally fund its
         obligations under this Plan in whole or in part, provided, however,
         that in no event shall such informal funding be construed to create any
         trust fund, escrow account or other security for the Participant with
         respect to the payment of benefit under this Plan, other than as
         permitted by Internal Revenue Service and Department of Labor rules and
         regulations for unfunded supplemental retirement plans. Furthermore, if
         the Employer decides to informally fund its obligations under this
         Plan, in whole or in part, by procuring, as owner, life insurance for
         its own benefit on the life of the Participant, the form of such
         insurance and the amounts thereof shall be in the sole decision of the
         Employer, and in no event shall the Participant have any incidents of
         ownership in any such policies of insurance.


                                    ARTICLE 5
                               Retirement Benefit
                               ------------------

5.1      Retirement Benefit. Subject to Article 8, a Participant who Retires
         shall receive as a Retirement Benefit his or her Account Balance.

5.2      Payment of Retirement Benefit. A Participant who has Retired shall
         receive distribution of all amounts payable to him under this paragraph
         in Monthly Installments over a period equal to the number of months
         selected by the Participant, but not less than 60. The installment
         payments shall commence no later than 60 days after the date the
         Participant Retires.

5.3      Death Prior to Completion of Retirement Benefit. If a Participant dies
         after Retirement but before the Retirement Benefit is paid in full, the
         Participant's unpaid Retirement Benefit payments shall continue and
         shall be paid to the Participant's Beneficiary over the remaining
         number of months and in the same amounts as that benefit would have
         been paid to the Participant had the Participant survived.


                                    ARTICLE 6
                         Pre-Retirement Survivor Benefit
                         -------------------------------

6.1      Pre-Retirement Survivor Benefit. Subject to Article 8, If the
         Participant dies before he or she Retires or experiences a Termination
         of Employment, the Participant's Beneficiary shall receive a
         Pre-Retirement Survivor Benefit equal to the Participant's Account
         Balance.

6.2      Payment of Pre-Retirement Survivor Benefit. The Beneficiary shall
         receive distribution of all amounts payable to him under this paragraph
         in Monthly Installments over a period equal to the number of months
         during which the Participant contributed Annual Deferral Amounts under
         the Plan. The installment payments shall commence no later than 60 days
         after the date the Committee is provided with proof that is
         satisfactory to the Committee of the Participant's death.

6.3      Additional Survivor Benefit. The Employer may, but is not required to,
         provide an additional survivor benefit to the Participant's
         Beneficiary. The amount of the additional survivor benefit, if any,
         shall be determined by the Employer and communicated to the Participant

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         in writing, with the last such writing being used to determine the
         additional survivor benefit to be paid. In the absence of such a
         writing, or the revocation of all such writings, it shall be
         conclusively presumed that no additional survivor benefit is to be
         provided with respect to such Participant. Such additional survivor
         benefit shall either be paid to the Beneficiary in a single lump sum,
         or added to the Participant's Account Balance, as determined by the
         Committee in its sole discretion.


                                    ARTICLE 7
                               Termination Benefit
                               -------------------

7.1      Termination Benefit. Subject to Article 8, if a Participant experiences
         a Termination of Employment prior to his or her Retirement or death,
         the Participant shall receive a Termination Benefit equal to the
         Participant's Account Balance.

7.2      Payment of Termination Benefit. The Participant shall receive
         distribution of all amounts payable to him under this paragraph in
         Monthly Installments over a period equal to the number of months during
         which the Participant contributed Annual Deferral Amounts under the
         Plan. The installment payments shall commence no later than 60 days
         after the date of the Participant's Termination of Employment. Should
         the Participant die prior to the payment of his entire Account Balance,
         the provisions of Section 5.3 shall apply.


                                    ARTICLE 8
                     Forfeiture of or Limitation on Benefits
                     ---------------------------------------

8.1      Termination for Cause. Upon a Participant's Termination for Cause, his
         Account Balance shall be reduced by the cumulative amount of interest
         credited to his Annual Deferral Amounts.

8.2      Regulatory Provisions. No further benefits shall be paid to a
         Participant under this Plan for so long as required under the following
         circumstances:

         (a)      Temporary Suspension or Prohibition. If the Participant is
         suspended and/or temporarily prohibited from participating in the
         conduct of the Employer's affairs by a notice served under Section
         8(e)(3) or (g)(1) of the Federal Deposit Insurance Act ("FDIA"), 12
         U.S.C. ss. 1818(e)(3) and (g)(1), the Employer's obligations under this
         Plan shall be suspended as of the date of service, unless stayed by
         appropriate proceedings. If the charges in the notice are dismissed,
         the Employer may in its discretion (i) pay the Participant all or part
         of the compensation withheld while its obligations under this Plan were
         suspended and (ii) reinstate in whole or in part any of its obligations
         which were suspended.

         (b)      Permanent Suspension or Prohibition. If the Participant is
         removed and/or permanently prohibited from participating in the conduct
         of the Employer's affairs by an order issued under Section 8(e)(4) or
         (g)(1) of the FDIA, 12 U.S.C. ss. 1818(e)(4) and (g)(1), all
         obligations of the Employer under this Plan shall terminate as of the
         effective date of the order, but vested rights of the contracting
         parties shall not be affected.

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         (c)      Default. If the Employer is in default (as defined in Section
         3(x)(1) of the FDIA), all obligations under this Plan shall terminate
         as of the date of default, but this provision shall not affect any
         vested rights of the contracting parties.

         (d)      Termination by Regulators. All obligations under this Plan
         shall be terminated, except to the extent determined that continuation
         of this Plan is necessary for the continued operation of the Employer:
         (i) at the time the Federal Deposit Insurance Corporation ("FDIC")
         enters into an agreement to provide assistance to or on behalf of the
         Employer under the authority contained in Section 13(c) of the FDIA; or
         (ii) by the FDIC at the time it approves a supervisory merger to
         resolve problems related to operation of the Employer. Any rights of
         the parties that have already vested, however, shall not be affected by
         any such action.

         (e)      Notwithstanding anything herein to the contrary, (1) any
         payments made hereunder shall be subject to and conditioned upon
         compliance with 12 USC Section 1828(k) and any regulations promulgated
         thereunder, and (2) payments contemplated hereunder shall not be
         immediately payable to the extent such payments are barred or
         prohibited by an action or order issued by the Director of Banks of the
         Washington Department of Financial Institutions, or the FDIC.


                                    ARTICLE 9
                             Beneficiary Designation
                             -----------------------

9.1      Beneficiary. Each Participant shall have the right, at any time, to
         designate his or her Beneficiary(ies) (both primary as well as
         contingent) to receive any benefits payable under the Plan to a
         beneficiary upon the death of a Participant. The Beneficiary designated
         under this Plan may be the same as or different from the Beneficiary
         designated under any other plan of an Employer in which the Participant
         participates.

9.2      Beneficiary Designation: Change; Spousal Consent. A Participant shall
         designate his or her Beneficiary by completing and signing the
         Beneficiary Designation Form and returning it to the Committee or its
         designated agent. A Participant shall have the right to change a
         Beneficiary by completing, signing and otherwise complying with the
         terms of the Beneficiary Designation Form and the Committee's rules and
         procedures, as in effect from time to time. If the Participant names
         someone other than his or her spouse as a Beneficiary, a spousal
         consent, in the form designated by the Committee, must be signed by
         that Participant's spouse and returned to the Committee. Upon the
         acceptance by the Committee of a new Beneficiary Designation Form, all
         Beneficiary designations previously filed shall be canceled. The
         Committee shall be entitled to rely on the last Beneficiary Designation
         Form filed by the Participant and accepted by the Committee prior to
         his or her death.

9.3      Acknowledgment. No designation or change in designation of a
         Beneficiary shall be effective until received and acknowledged in
         writing by the Committee or its designated agent.

9.4      No Beneficiary Designation. If a Participant fails to designate a
         Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all
         designated Beneficiaries predecease the Participant or die prior to
         complete distribution of the Participant's benefits, then the
         Participant's designated Beneficiary shall be deemed to be his or her

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<PAGE>

         surviving spouse. If the Participant has no surviving spouse, the
         benefits remaining under the Plan to be paid to a Beneficiary shall be
         payable to the executor or personal representative of the Participant's
         estate.

9.5      Doubt as to Beneficiary. If the Committee has any doubt as to the
         proper Beneficiary to receive payments pursuant to this Plan, the
         Committee shall have the right, exercisable in its discretion, to cause
         the Participant's Employer to withhold such payments until this matter
         is resolved to the Committee's satisfaction.

9.6      Discharge of Obligations. The payment of benefits under the Plan to a
         Beneficiary shall fully and completely discharge all Employers and the
         Committee from all further obligations under this Plan with respect to
         the Participant, and that Participant's Plan Agreement shall terminate
         upon such full payment of benefits.


                                   ARTICLE 10
                                Leave of Absence
                                ----------------

10.1     Paid Leave of Absence. If a Participant is authorized by the Employer
         for any reason to take a paid leave of absence from the employment of
         the Employer, the Participant shall continue to be considered employed
         by the Employer and the Annual Deferral Amount shall continue to be
         withheld during such paid leave of absence in accordance with Section
         3.3.

10.2     Unpaid Leave of Absence. If a Participant is authorized by the Employer
         for any reason to take an unpaid leave of absence from the employment
         of the Employer, the Participant shall continue to be considered
         employed by the Employer and the Participant shall be excused from
         making deferrals until the earlier of the date the leave of absence
         expires or the Participant returns to a paid employment status. Upon
         such expiration or return, deferrals shall resume for the remaining
         portion of the Plan Year in which the expiration or return occurs,
         based on the deferral election, if any, made for that Plan Year. If no
         election was made for that Plan Year, no deferral shall be withheld.


                                   ARTICLE 11
                     Termination, Amendment or Modification
                     --------------------------------------

11.1     Termination. Although the Employer anticipates that it will continue
         the Plan for an indefinite period of time, there is no guarantee that
         the Employer will continue the Plan or will not terminate the Plan at
         any time in the future. Accordingly, the Employer reserves the right to
         terminate the Plan by action of its board of directors. Upon the
         termination of the Plan, the Plan Agreements of the affected
         Participants shall terminate and their Account Balances, determined as
         if they had experienced a Termination of Employment on the date of Plan
         termination or, if Plan termination occurs after the date upon which a
         Participant was eligible to Retire, then with respect to that
         Participant as if he or she had Retired on the date of Plan
         termination, shall be paid to the Participants in a lump sum or
         pursuant to a Monthly Installment Method of up to 60 months, with
         amounts credited and debited during the installment period as provided
         herein. The termination of the Plan shall not adversely affect any
         Participant or Beneficiary who has become entitled to the payment of
         any benefits under the Plan as of the date of termination; provided,
         however, that the Employer shall have the right to accelerate

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         installment payments without a premium or prepayment penalty by paying
         the Account Balance in a lump sum or pursuant to a Monthly Installment
         Method using fewer months.

11.2     Amendment. Any Employer may, at any time, amend or modify the Plan in
         whole or in part by the action of its board of directors; provided,
         however, that no amendment or modification shall be effective to
         decrease or restrict the value of a Participant's Account Balance in
         existence at the time the amendment or modification is made, calculated
         as if the Participant had experienced a Termination of Employment as of
         the effective date of the amendment or modification or, if the
         amendment or modification occurs after the date upon which the
         Participant was eligible to Retire, the Participant had Retired as of
         the effective date of the amendment or modification. The amendment or
         modification of the Plan shall not affect any Participant or
         Beneficiary who has become entitled to the payment of benefits under
         the Plan as of the date of the amendment or modification; provided,
         however, that the Employer shall have the right to accelerate
         installment payments by paying the Account Balance in a lump sum or
         pursuant to a Monthly Installment Method using fewer months.

11.3     Plan Agreement. Despite the provisions of Sections 11. 1 and 11.2
         above, if a Participant's Plan Agreement contains benefits or
         limitations that are not in this Plan document, the Employer may only
         amend or terminate such provisions with the consent of the Participant.

11.4     Effect of Payment. The full payment of the applicable benefit under
         Articles 4, 5, 6, 7 or 8 of the Plan shall completely discharge all
         obligations to a Participant and his or her designated Beneficiaries
         under this Plan and the Participant's Plan Agreement shall terminate.

                                   ARTICLE 12
                                 Administration
                                 --------------

12.1     Committee Duties. This Plan shall be administered by a Committee which
         shall consist of the Board, or such committee as the Board shall
         appoint. Members of the Committee may be Participants under this Plan.
         The Committee shall also have the discretion and authority to (i) make,
         amend, interpret, and enforce all appropriate rules and regulations for
         the administration of this Plan and (ii) decide or resolve any and all
         questions including interpretations of this Plan, as may arise in
         connection with the Plan. Any individual on the Committee who is a
         Participant shall not vote or act on any matter relating solely to
         himself or herself. When making a determination or calculation, the
         Committee shall be entitled to rely on information furnished by a
         Participant or the Employer.

12.2     Agents. In the administration of this Plan, the Committee may, from
         time to time, employ agents and delegate to them such administrative
         duties as it sees fit (including acting through a duly appointed
         representative) and may from time to time consult with counsel who may
         be counsel to any Employer.

12.3     Binding Effect of Decisions. The decision or action of the Committee
         with respect to any question arising out of or in connection with the
         administration, interpretation and application of the Plan and the
         rules and regulations promulgated hereunder shall be final and
         conclusive and binding upon all persons having any interest in the
         Plan.

                                       11
<PAGE>

12.4     Indemnity of Committee. All Employers shall indemnify and hold harmless
         the members of the Committee, and any Employee to whom the duties of
         the Committee may be delegated, against any and all claims, losses,
         damages, expenses or liabilities arising from any action or failure to
         act with respect to this Plan, except in the case of misconduct by the
         Committee or any of its members or any such Employee.

12.5     Employer Information. To enable the Committee to perform its functions,
         each Employer shall supply full and timely information to the Committee
         on all relating to the compensation of its Participants, the date and
         circumstances of the Retirement Disability, death or Termination of
         Employment of its Participants, and such other pertinent information as
         the Committee may reasonably require.


                                   ARTICLE 13
                          Other Benefits and Agreements
                          -----------------------------

The benefits provided for a Participant or a Participant's Beneficiary under the
Plan are in addition to any other benefits available to such Participant under
any other plan or program for employees of the Participant's Employer. The Plan
shall supplement and shall not supersede, modify or amend any other such plan or
program except as may otherwise be expressly provided.


                                   ARTICLE 14
                                Claims Procedures
                                -----------------

14.1     Presentation of Claim. Any Participant or Beneficiary of a deceased
         Participant (such Participant or Beneficiary being referred to below as
         a "Claimant") may deliver to the Committee a written claim for a
         determination with respect to the amounts distributable to such
         Claimant from the Plan. If such a claim relates to the contents of a
         notice received by the Claimant, the claim must be made within 60 days
         after such notice was received by the Claimant. All other claims must
         be made within 180 days of the date on which the event that caused the
         claim to arise occurred. The claim must state with particularity the
         determination desired by the Claimant.

14.2     Notification of Decision. The Committee shall consider a Claimants
         claim within a reasonable time, and shall notify the Claimant in
         writing:

         (a)      that the Claimant's requested determination has been made, and
                  that the claim has been allowed in full; or

         (b)      that the Committee has reached a conclusion contrary, in whole
                  or in part, to the Claimant's requested determination, and
                  such notice must set forth in a manner calculated to be
                  understood by the Claimant:

         (i)      the specific reason(s) for the denial of the claim, or any
                  part of it;

         (ii)     specific reference(s) to pertinent provisions of the Plan upon
                  which such denial was based;

         (iii)    a description of any additional material or information
                  necessary for the Claimant to perfect the claim, and an
                  explanation of why such material or information is necessary;
                  and

                                       12
<PAGE>

         (iv)     an explanation of the claim review procedure set forth in
                  Section 14.3 below.

14.3     Review of a Denied Claim. With 60 days after receiving a notice from
         the Committee that a claim has been denied, in whole or in part, a
         Claimant (or the Claimant's duly authorized representative) may file
         with the Committee a written request for a review of the denial of the
         claim. Thereafter, but not later than 30 days after the review
         procedure began, the Claimant (or the Claimant's duly authorized
         representative):

         (a)      may review pertinent documents;

         (b)      may submit written comments or other documents; and/or

         (c)      may request a hearing, which the Committee, in its sole
                  discretion, may grant.

14.4     Decision on Review. The Committee shall render its decision on review
         promptly, and not later than 60 days after the filing of a written
         request for review of the denial, unless a hearing is held or other
         special circumstances require additional time, in which case the
         Committee's decision must be rendered within 120 days after such date.
         Such decision must be written in a manner calculated to be understood
         by the Claimant, and it must contain:

         (a)      specific reasons for the decision;

         (b)      specific reference(s) to the pertinent Plan provisions upon
                  which the decision was based; and

         (c)      such other matters as the Committee deems relevant.

14.5     Legal Action. A Claimant's compliance with the foregoing provisions of
         this Article 14 is a mandatory prerequisite to a Claimant's right to
         commence any legal action with respect to any claim for benefits under
         this Plan.


                                   ARTICLE 15
                                      Trust
                                      -----

15.1     Establishment of the Trust. The Employer may establish the Trust and
         the Employer shall, at each pay period, transfer over to the Trust such
         amount of cash as the Employer is required to contribute.

15.2     Interrelationship of the Plan and the Trust. The provisions of the Plan
         and the Plan Agreement shall govern the rights of a Participant to
         receive distributions pursuant to the Plan. The provisions of the Trust
         shall govern the rights of the Employer and its Affiliates, the
         Participant and the creditors of the Employers to the assets
         transferred to the Trust. The Employer shall at all times remain liable
         to carry out its obligations under the Plan.

15.3     Distributions From the Trust. Each Employer's obligations under the
         Plan may be satisfied with Trust assets distributed pursuant to the
         terms of the Trust and any such distribution shall reduce the
         Employer's obligations under this Plan.

                                       13
<PAGE>

                                   ARTICLE 16
                                  Miscellaneous
                                  -------------

16.1     Status of Plan. The Plan is intended to be a plan that is not qualified
         within the meaning of Code Section 401(a) and that "is unfunded and is
         maintained by an employer primarily for the purpose of providing
         deferred compensation for a select group of management or highly
         compensated employees" within the meaning of ERISA Sections 201(2),
         301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted
         to the extent possible in a manner consistent with that intent.

16.2     Unsecured General Creditor. Participants and their Beneficiaries,
         heirs, successors and assigns shall have no legal or equitable rights,
         interests or claims in any property or assets of an Employer. For
         purposes of the payment of benefits under this Plan, any and all of an
         Employer's assets shall be, and remain the general, unpledged and
         unrestricted assets of the Employer. An Employer's obligation under the
         Plan shall be merely of an unfunded and unsecured promise to pay money
         in the future.

16.3     Employer's Liability. An Employer's liability for the payment of
         benefits shall be defined only by the Plan and the Plan Agreement as
         entered into between the Employer and a Participant. An Employer shall
         have no obligation to a Participant under the Plan except as expressly
         provided in the Plan and his or her Plan Agreement.

16.4     Nonassignability. Neither a Participant nor any other person shall have
         any right to commute, sell, assign, transfer, pledge, anticipate,
         mortgage or otherwise encumber, transfer, hypothecate, alienate or
         convey in advance of actual receipt, the amounts, if any, payable
         hereunder, or any part thereof, which are, and all rights to which are
         expressly declared to be, unassignable and non-transferable. No part of
         the amounts payable shall, prior to actual payment be subject to
         seizure, attachment, garnishment or sequestration for the payment of
         any debts, judgments, alimony or separate maintenance allowed by a
         Participant or any other person, be transferable by operation of law in
         the event of a Participant's or any other person's bankruptcy or
         insolvency or be transferable to a spouse as a result of a property
         settlement or otherwise.

16.5     Not a Contract of Employment. The terms and conditions of this Plan
         shall not be deemed to constitute a contract of employment between any
         Employer and the Participant. Such employment is hereby acknowledged to
         be an "at will" employment relationship that can be terminated at any
         time for any reason, or no reason, with or without cause, and with or
         without notice, unless expressly provided in a written employment
         agreement. Nothing in this Plan shall be deemed to give a Participant
         the right to be retained in the service of any Employer or to interfere
         with the right of any Employer to discipline or discharge the
         Participant at any time.

16.6     Furnishing Information. A Participant or his or her Beneficiary will
         cooperate with the Committee by furnishing any and all information
         requested by the Committee and take such other actions as may be
         requested in order to facilitate the administration of the Plan and the
         payments of benefits hereunder, including but not limited to, taking
         such physical examinations as the Committee may deem necessary.

16.7     Terms. Whenever any words are used herein in the masculine, they shall
         be construed as though they were in the feminine in all cases where
         they would so apply; and whenever any words are used herein in the
         singular or in the plural, they shall be construed as though they were

                                       14
<PAGE>

         used in the plural or the singular, as the case may be, in all cases
         where they would so apply.

16.8     Captions. The captions of the articles, sections and paragraphs of this
         Plan are for convenience only and shall not control or affect the
         meaning or construction of any of its provisions.

16.9     Governing Law. Subject to ERISA, the provisions of this Plan shall be
         construed and interpreted according to the internal laws of the State
         of Idaho without regard to its conflicts of laws and principles.

16.10    Notice. Any notice or filing required or permitted to be given to the
         Committee under this Plan shall be sufficient if in writing and
         hand-delivered, or sent by registered or certified mail, to the address
         below.

         Director of Human Resources
         FirstBank Northwest
         920 Main Street
         Lewiston, Idaho 83501

         Such notice shall be deemed given as of the date of delivery or, if
         delivery is made by mail, as of the date shown on the postmark on the
         receipt for registration or certification. Any notice or filing
         required or permitted to be given to a Participant under this Plan
         shall be sufficient if in writing and hand-delivered, or sent by mail,
         to the last known address of the Participant.

16.11    Successors. The provisions of this Plan shall bind and inure to the
         benefit of the Participant's Employer and its successors and assigns
         and the Participant and the Participant's designated Beneficiaries.

16.12    Spouse's Interest. The interest in the benefits hereunder of a spouse
         of a Participant who has predeceased the Participant shall
         automatically pass to the Participant and shall not be transferable by
         such spouse in any manner, including, but not limited to, such spouse's
         will, nor shall such interest pass under the laws of intestate
         succession.

16.13    Validity. In case any provision of this Plan shall be illegal or
         invalid for any reason, said illegality or invalidity shall not affect
         the remaining parts hereof, but this Plan shall be constructed and
         enforced as if such illegal or invalid provision had never been
         inserted herein.

16.14    Incompetent. If the Committee determines in its discretion a benefit
         under this Plan is to be paid to a minor, a person declared incompetent
         or to a person incapable of handling the disposition of that person's
         property, the Committee may direct payment of such benefit to the
         guardian, legal representative or person having the care and custody of
         such minor, incompetent or incapable person. The Committee may require
         proof of minority, incompetence, incapacity or guardianship, as it may
         deem appropriate prior to distribution of the benefit. Any payment of a
         benefit shall be a payment for the account of the Participant and the
         Participant's Beneficiary, as the case may be, and shall be a complete
         discharge of any liability under the Plan for such payment amount

                                       15
<PAGE>

16.15    Court Order. The Committee is authorized to make any payments directed
         by court order in any action in which the Plan or the Committee has
         been named as a party. In addition, if a court determines that a spouse
         or former spouse of a Participant has an interest in the Participant's
         benefits under the Plan in connection with a property settlement or
         otherwise, the Committee, in its sole discretion shall have the right,
         notwithstanding any election made by a Participant, to immediately
         distribute the spouse's or former spouse's interest in the
         Participant's benefits under the Plan to that spouse or former spouse.

16.16    Distribution in the Event of Taxation.

         (a)      In General. If, for any reason, all or any portion of the
                  Participant's benefits under this Plan becomes taxable the
                  Participant prior to receipt, a Participant may petition the
                  Committee for a distribution of that portion of his or her
                  benefit that has become taxable. Upon the grant of such a
                  petition, the Employer shall distribute to the Participant
                  immediately available funds in an amount equal to the taxable
                  portion of his or her benefit. If the petition is granted, the
                  tax liability distribution shall be made within 90 days of the
                  date when the Participant's petition is granted. Such a
                  distribution shall affect and reduce the benefits to be paid
                  under this Plan.

         (b)      Trust. If the Trust terminates and benefits are distributed
                  from the Trust to a Participant in accordance therewith, the
                  Participant's benefits under this Plan shall be reduced to the
                  extent of such distributions.

16.17    Insurance. The Employers, on their own behalf or on behalf of the
         trustee of the Trust, and, in their sole discretion, may apply for and
         procure insurance on the life of the Participant, in such amounts and
         in such forms as they may choose. The Employers or the trustee of the
         Trust, as the case may be, shall be the sole owner and beneficiary of
         any such insurance. The Participant shall have no interest whatsoever
         in any such policy or policies, and at the request of the Employers
         shall submit to medical examinations and supply such information and
         execute such documents as may be required by the insurance company or
         companies to whom the Employers have applied for insurance.

        IN WITNESS WHEREOF, the Employer has singed this Plan document as of
December 20, 2001.

                                              FirstBank Northwest


                                              /s/ CLYDE E. CONKLIN
                                              ----------------------------------
                                              Clyde E. Conklin
                                              Chief Executive Officer

                                       16
<PAGE>

                 FIRSTBANK NORTHWEST DEFERRED COMPENSATION PLAN
                    PLAN AGREEMENT AND DEFERRAL ELECTION FORM

I.       PARTICIPANT INFORMATION


Name:                                                 DOB:
      -------------------------------------------          ------------------
Address:                                              SSN:
         ----------------------------------------          ------------------

         ----------------------------------------

         ----------------------------------------

II       AGREEMENT TO PARTICIPATE

         I acknowledge that I am eligible to participate in the Firstbank
         Northwest Deferred Compensation Plan (the "Plan") and agree to
         participate therein, subject to all of the terms and conditions of the
         Plan.

III      COMPENSATION DEFERRAL ELECTION FOR THE ____________ PLAN YEAR

         I agree to defer for the above-referenced year $_____________ or
         _____________% of my Base Annual Salary. Deferrals will be made in
         accordance with terms of the Plan and the payroll practices of the
         Bank.

In making this election, I acknowledge that (1) this election will apply to
amounts earned after this form is signed and returned to the Committee, and
shall apply to the applicable compensation paid to me for the remainder of the
Plan Year (in the case of the first Plan Year), or the entire Plan Year (for
subsequent years); (2) the election will take effect as soon as reasonably
possible; and (3) the election will remain in effect until revoked or modified,
subject to the terms of the Plan.

         IN WITNESS WHEREOF, the Participant has executed this Agreement, and
the Bank has caused these presents to be executed in its name and on its behalf,
all as of the date set forth above.

         Participant:                             Date:

            ----------------------------------           -----------------------

         Name:


         FIRSTBANK NORTHWEST                      Date:

           By:
               -------------------------------           -----------------------

                                       17