Voting Agreement of Bank of Astoria directors and executive officers



 Exhibit 10.1 
  
 VOTING AGREEMENT 
  
 This Voting Agreement (“Voting Agreement”), dated as of June 7, 2004, is among Columbia Banking System, Inc., a Washington corporation
(“Columbia”), Bank of Astoria, an Oregon state-chartered bank (“Astoria”), and the undersigned, each of whom is either a director or executive officer of Astoria. This Agreement will be effective upon the signing of
the Merger Agreement (defined below). 
  
 RECITAL

  
 As an inducement for Columbia to enter into the Plan and
Agreement of Merger (the “Merger Agreement”) dated as of the date hereof, whereby Astoria will become a wholly owned subsidiary of Columbia (the “Merger”), each of the undersigned individuals, for himself or
herself, his or her heirs and legal representatives, hereby agrees as follows: 
  
 AGREEMENT 
  

	1.	Voting and other matters. Each of the undersigned individuals shall vote or cause to be voted all shares of Astoria’s common stock that he or she beneficially
owns, with power to vote or direct the voting of (the “Shares”), in favor of approval of the Merger Agreement and the Merger. In addition, each of the undersigned individuals who is a director of Astoria will (a) recommend to the
shareholders of Astoria that they approve the Merger Agreement, and (b) refrain from any actions or omissions inconsistent with the foregoing, except as otherwise required by law, including, without limitation, a director’s fiduciary duties to
a corporation and its shareholders. The requirements of this Section 1 will continue until the earlier of the consummation of the Merger or the termination of the Merger Agreement. 

  

	2.	No Transfer; No Exercise of Options. Until the earlier of the consummation of the Merger or the termination of the Merger Agreement, the undersigned will not (a)
exercise any Astoria Option (as defined in the Merger Agreement) held by the undersigned or (b) sell, permit a lien or other encumbrance to be created with respect to, or grant any proxy in respect of (except for proxies solicited by the board of
directors of Astoria in connection with the Astoria shareholders’ meeting at which the Merger is presented for shareholder approval), any Shares, unless all other parties to any such sale or other transaction enter into an agreement in form and
substance satisfactory to Columbia embodying the benefits and rights contained in this Voting Agreement. 

  

	3.	Individual Obligations. Obligations of each of the undersigned under this Voting Agreement are intended to be several and not joint. 

  

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	4.	Miscellaneous.  

  

	a.	Severability. If any provision of this Voting Agreement or the application of such provision to any person or circumstances shall be held invalid or unenforceable by a court
of competent jurisdiction, such provision or application shall be unenforceable only to the extent of such invalidity or unenforceability, and the remainder of the provision held invalid or unenforceable and the application of such provision to
persons or circumstances, other than the party as to which it is held invalid, and the remainder of this Voting Agreement, shall not be affected. 

  


	b.	Counterparts. This Agreement may be executed in one or more counterparts, including facsimile counterparts, each of which will be deemed an original, but all of which taken
together will constitute one and the same document. 

  

	c.	Governing Law. This Voting Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Washington.


  

	d.	Remedies. Any breach of this Voting Agreement entitles Columbia to injunctive relief and/or specific performance, as well as any other legal or equitable remedies Columbia
may be entitled to. 

  
 SIGNED EFFECTIVE as of June 7, 2004.

  

							
	BANK OF ASTORIA	 	COLUMBIA BANKING SYSTEM, INC.
				
	 By
	 	         /s/ Cheri J. Folk

	 	 By
	 	         /s/ Melanie J. Dressel


	 	 	 Cheri J. Folk
	 	 	 	 Melanie J. Dressel

	 	 	 President & Chief Executive Officer
	 	 	 	 President & Chief Executive Officer


  
 Additional
Signatures on Next Page 
  

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	 /s/ William D. Shaw

 William D. Shaw, Chairman
	  	 /s/ Cheri J. Folk

 Cheri J. Folk, Director
 President & Chief Executive Officer

		
	 /s/ Rhonda J. Wills

 Rhonda J. Wills
 Executive VP & Chief Credit Officer
	  	 /s/ Julie M. Adelman

 Julie M. Adelman
 Vice President & Chief Financial Officer

		
	 /s/ Heather Hynen-Seppa

 Heather Hynen-Seppa
 Senior VP & Branch Manager
	  	 /s/ Hugh A. Seppa

 Hugh A. Seppa, Director

		
	 /s/ Barbara J. Canessa

 Barbara J. Canessa, Director
	  	 /s/ George C. Fulton

 George C. Fulton, Director

		
	 /s/ David P. Johnson

 David P. Johnson, Director
	  	 /s/ Larry M. Perkins

 Larry M. Perkins, Director

		
	 /s/ Shawn M. Teevin

 Shawn M. Teevin, Director
	  	 /s/ Daniel A. Van Dusen

 Daniel A. Van Dusen, Director


  

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