Exhibit 10.3

   Form of Rainier Pacific Savings Bank Employee Severance Compensation Plan

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                          RAINIER PACIFIC SAVINGS BANK
                      EMPLOYEE SEVERANCE COMPENSATION PLAN

                                  PLAN PURPOSE

      The purpose of the Rainier Pacific Savings Bank Employee Severance
Compensation Plan (the "Plan") is to assure for Rainier Pacific Savings Bank
(the "Savings Bank") the services of the Employees in the event of a Change in
Control of Rainier Pacific Financial Group, Inc. (the "Holding Company") or the
Savings Bank. The benefits contemplated by the Plan recognize the value to the
Savings Bank of the services and contributions of the eligible Employees and the
effect upon the Savings Bank resulting from uncertainties relating to continued
employment, reduced employee benefits, management changes and employee relations
that may arise if a Change in Control occurs or is threatened. The Savings
Bank's and the Holding Company's Boards of Directors believe that it is in the
best interests of the Savings Bank and the Holding Company to provide eligible
Employees with such benefits in order to defray the costs and changes in
employee status that could follow a Change in Control. The Boards of Directors
believe that the Plan will also aid the Savings Bank in attracting and retaining
highly qualified individuals who are essential to its success and that the
Plan's assurance of fair treatment of the Savings Bank's employees will reduce
the distractions and other adverse effects on Employees' performance if a Change
in Control occurs or is threatened.

                                    ARTICLE I

                              ESTABLISHMENT OF PLAN

1.1   Establishment of Plan

      As of the Effective Date, the Savings Bank hereby establishes a severance
compensation plan to be known as the "Rainier Pacific Savings Bank Employee
Severance Compensation Plan." The purposes of the Plan are as set forth above.

1.2   Applicability of Plan

      The benefits provided by this Plan shall be available to all Employees,
who, at or after the Effective Date, meet the eligibility requirements of
Article III. The Plan shall not apply to any Employee whose employment was
terminated prior to the Effective Date.

1.3   Contractual Right to Benefits

      This Plan establishes and vests in each Participant a contractual right to
the benefits to which each Participant is entitled hereunder, enforceable by the
Participant against the Employer.

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                                   ARTICLE II

                          DEFINITIONS AND CONSTRUCTION

2.1   Definitions

      Whenever used in the Plan, the following terms shall have the meanings set
forth below.

      (a) "Annual Compensation" of a Participant means and includes all wages,
salary, bonus, and incentive compensation (other than stock based compensation),
paid (including accrued amounts) by the Employer as consideration for the
Participant's services during the twelve (12) months ended the date as of which
Annual Compensation is to be determined, which are or would be includable in the
gross income of the Participant receiving the same for federal income tax
purposes.

      (b) "Bank" means Rainier Pacific Savings Bank or any successor as provided
for in Article VII hereof.

      (c) "Change in Control" means (1) an offeror other than the Holding
Company purchases shares of stock of the Holding Company or the Savings Bank
pursuant to a tender or exchange offer for such shares (2) an event of a nature
that results in the acquisition of control of the Holding Company or the Savings
Bank within the meaning of the Bank Holding Company Act of 1956, as amended,
under 12 U.S.C. Section 1841 (or any successor statute or regulation) or
requires the filing of a notice with the Federal Deposit Insurance Corporation
("FDIC") under 12 U.S.C. Section 1817(j) (or any successor statute or
regulation); (3) an event that would be required to be reported in response to
Item 1 of the current report on Form 8-K, as in effect on the Effective Date,
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"); (4) any person (as the term is used in Sections 13(d) and 14(d)
of the Exchange Act) is or becomes the beneficial owner (as defined in Rule
13d-3 under the Exchange Act) directly or indirectly of securities of the
Holding Company or the Savings Bank representing 25% or more of the combined
voting power of the Holding Company's or the Savings Bank's outstanding
securities; (5) individuals who are members of the board of directors of the
Holding Company immediately following the Effective Date or who are members of
the board of directors of the Savings Bank immediately following the Effective
Date (in each case, the "Incumbent Board") cease for any reason to constitute at
least a majority thereof, provided that any person becoming a director
subsequently whose election was approved by a vote of at least three-quarters of
the directors comprising the Incumbent Board, or whose nomination for election
by the Holding Company's or the Savings Bank's stockholders was approved by the
nominating committee serving under an Incumbent Board, shall be considered a
member of the Incumbent Board; or (6) consummation of a plan of reorganization,
merger, consolidation, sale of all or substantially all of the assets of the
Holding Company or a similar transaction in which the Holding Company is not the
resulting entity, or a transaction at the completion of which the former
stockholders of the acquired corporation become the holders of more than 40% of
the outstanding common stock of the Holding Company and the Holding Company is


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the resulting entity of such transaction; provided that the term "Change in
Control" shall not include an acquisition of securities by an employee benefit
plan of the Savings Bank or the Holding Company.

      (d) "Continuous Employment" means the absence of any interruption or
termination of service as an Employee of the Savings Bank or an affiliate.
Service shall not be considered interrupted in the case of sick leave, military
leave or any other leave of absence approved by the Savings Bank or in the case
of transfers between payroll locations of the Savings Bank or between the
Savings Bank, its Parent, its Subsidiary or its successor.

      (e) "Effective Date," as to Employees of an Employer, means the date the
Plan is approved by the Board of Directors of the Savings Bank, or such other
date as the Board shall designate in its resolution approving the Plan.

      (f) "Employee" means an individual employed by the Employer on a full-time
basis, excluding any executive officer of the Employer who is covered by an
employment contract or a change in control severance agreement with the
Employer.

      (g) "Employer" means the Savings Bank or a Subsidiary or a Parent which
has adopted the Plan pursuant to Article VI hereof.

      (h) "Expiration Date" means the date fifteen (15) years from the Effective
Date unless earlier terminated pursuant to Section 8.2 or extended pursuant to
Section 8.1.

      (i) "Holding Company" means Rainier Pacific Financial Group, Inc., the
Parent of the Savings Bank.

      (j) "Just Cause," with respect to termination of employment, means an act
or acts of personal dishonesty, incompetence, willful misconduct, breach of
fiduciary duty involving personal profit, intentional failure to perform stated
duties, willful violation of any law, rule, or regulation (other than traffic
violations or similar offenses) or final cease-and-desist order. In determining
incompetence, acts or omissions shall be measured against standards generally
prevailing in the financial services industry.

      (k) "Parent" means any corporation which holds a majority of the voting
power of the outstanding shares of the Savings Bank's common stock.

      (l) "Participant" means an Employee who meets the eligibility requirements
of Article III.

      (m) "Payment" means the payment of severance compensation as provided in
Article IV hereof.


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      (n) "Plan" means the Rainier Pacific Savings Bank Employee Severance
Compensation Plan.

      (o) "Subsidiary" means any corporation in which the Savings Bank, directly
or indirectly, holds a majority of the voting power of its outstanding shares of
capital stock.

2.2   Applicable Law

      To the extent not preempted by the laws of the United States as now or
hereafter in effect, the laws of the State of Washington shall be the
controlling law in all matters relating to the Plan.

      The Plan neither requires nor establishes an ongoing administrative system
for its effect or operation. Payments under the Plan are precipitated by a
single event, a Change in Control, which event is the sole focus of the Plan.
Consequently, it is intended that the Plan shall not be covered by or be subject
to the Employee Retirement Income Security Act of 1974, as amended ("ERISA").

2.3   Severability

      If a provision of this Plan shall be held illegal or invalid, the
illegality or invalidity shall not affect the remaining parts of the Plan, and
the Plan shall be construed and enforced as if the illegal or invalid provision
had not been included.

                                   ARTICLE III

                                   ELIGIBILITY

3.1   Participation

      Each Employee who has completed at least one (1) year of Continuous
Employment as of the Effective Date shall become a Participant on the Effective
Date. Thereafter, each Employee shall become a Participant on the day on which
he or she completes one (1) year of Continuous Employment. Notwithstanding the
foregoing, persons who have entered into and continue to be covered by an
employment or change in control severance agreement with the Employer shall not
be entitled to participate in the Plan.

3.2   Duration of Participation

      A Participant shall cease to be a Participant in the Plan when the
Participant ceases to be an Employee of the Employer unless such Participant is
entitled to a Payment as provided in the Plan. Furthermore, an Employee shall
cease to be a Participant upon entering into an employment or change in control
severance agreement with the Employer. A Participant entitled to receipt of a
Payment shall remain a Participant in this Plan until the full amount of such
Payment has been paid to the Participant.


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                                   ARTICLE IV

                                    PAYMENTS

4.1   Right to Payment

      A Participant shall be entitled to receive from his or her respective
Employer a Payment in the amount provided in Section 4.3 if there has been a
Change in Control of the Savings Bank or the Holding Company and if, within one
(1) year thereafter, the Participant's employment by an Employer shall terminate
for any reason specified in Section 4.2, whether the termination is voluntary or
involuntary. A Participant shall not be entitled to a Payment if termination
occurs by reason of death, voluntary retirement, voluntary termination other
than for reasons specified in Section 4.2, total and permanent disability, or
for Just Cause.

4.2   Reasons for Termination

      Following a Change in Control, a Participant shall be entitled to a
Payment if his or her employment with an Employer is terminated, voluntarily or
involuntarily, within one (1) year following such Change in Control, for any one
or more of the following reasons:

      (a) The Employer reduces the Participant's base salary or rate of
compensation as in effect immediately prior to the Change in Control, or as the
same may have been increased thereafter.

      (b) The Employer requires the Participant to change the location of the
Participant's job or office, so that such Participant will be based at a
location more than thirty-five (35) miles from the location of the Participant's
job or office immediately prior to the Change in Control, provided that such new
location is not closer to Participant's home.

      (c) The Employer materially reduces the benefits and perquisites, taken as
a whole, available to the Participant immediately prior to the Change in
Control; provided, however, that a material reduction on a nondiscriminatory
basis in the benefits and perquisites generally provided to all employees of the
Savings Bank that does not reduce a Participant's Annual Compensation shall not
trigger a Payment.

      (d) A successor bank or company fails or refuses to assume the Savings
Bank's obligations under this Plan, as required by Article VII.

      (e) The Savings Bank or any successor company breaches any other
provisions of the Plan.

      (f) The Employer terminates the employment of a Participant at or after a
Change in Control other than for Just Cause.


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4.3   Amount of Payment

      (a) Each Participant entitled to a Payment under this Plan shall receive
from the Employer a lump sum cash payment equal to:

         Participant's              Amount of Monthly Compensation
Years of Continuous Employment   Payment to be Paid to the Participant

    0 to 1 year of service            0
    Over 1 year to 2 years            3 months
    Over 2 years to 3 years           6 months
    Over 3 years                      6 months plus one month for each year of
                                      Continuous Employment over three years

      For purposes of this Section 4.3(a): (i) the Participant's years of
service (including partial years rounded up to the nearest full month) are
computed from the Employee's date of hire through the date of termination and
(ii) "Monthly Compensation" of a Participant means such Participant's Annual
Compensation divided by twelve (12).

      Notwithstanding anything herein to the contrary, the following rules shall
apply to the determination of any Payment due a Participant under this Plan: (i)
a Participant entitled to a Payment under this Plan who was an officer of the
Savings Bank immediately prior to the effective date of a Change in Control
shall receive a minimum Payment equal to one (1) times the Participant's Annual
Compensation; (ii) a Participant entitled to a Payment under this Plan who was a
middle manager immediately prior to the effective date of a Change in Control
shall receive a minimum Payment equal to one-half (1/2) the Participant's Annual
Compensation; and (iii) the maximum Payment to any Participant under the Plan
shall not exceed one and one-half (1-1/2) times the Participant's Annual
Compensation. For purposes of this Section 4.3, "middle manager" shall mean a
Participant who, immediately prior to the effective date of a Change in Control,
was employed in a supervisory capacity but was not also an officer of the
Savings Bank.

      (b) Notwithstanding the provisions of (a) above, if a Payment to a
Participant who is a "disqualified individual" shall be in an amount which
includes an "excess parachute payment," the payment hereunder to that
Participant shall be reduced to the maximum amount which does not include an
"excess parachute payment." The terms "disqualified individual" and "excess
parachute payment" shall have the same meaning as defined in Section 280G of the
Internal Revenue Code of 1986, as amended, or any successor section of similar
import.

      The Participant shall not be required to mitigate damages on the amount of
the Payment by seeking other employment or otherwise, nor shall the amount of
such Payment be reduced by any


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compensation earned by the Participant as a result of employment after
termination of employment with an Employer.

4.4   Time of Payment

      The Payment to which a Participant is entitled shall be paid to the
Participant by the Employer or the successor to the Employer, in cash and in
full, not later than twenty-five (25) business days after the termination of the
Participant's employment. If any Participant should die after termination of
employment but before all amounts have been paid, such unpaid amounts shall be
paid to the Participant's surviving spouse, or if none, to the Participant's
named beneficiary, if living, otherwise to the personal representative on behalf
of or for the benefit of the Participant's estate.

                                    ARTICLE V

                     OTHER RIGHTS AND BENEFITS NOT AFFECTED

5.1   Other Benefits

      Neither the provisions of the Plan nor the Payment provided for hereunder
shall reduce any amounts otherwise payable, or in any way diminish the
Participant's rights as an Employee of the Employer, whether existing now or
hereafter, under any benefit, incentive, retirement, stock option, stock bonus,
stock ownership or any employment agreement or other plan or arrangement.

5.2   Employment Status

      This Plan does not constitute a contract of employment or impose on the
Participant or the Participant's Employer any obligation to retain the
Participant as an Employee, to change the status of the Participant's
employment, or to change the Employer's policies regarding termination of
employment.

                                   ARTICLE VI

                             PARTICIPATING EMPLOYERS

      Upon approval by the Board of Directors of the Savings Bank, this Plan may
be adopted by any Subsidiary or Parent of the Savings Bank. Upon such adoption,
the Subsidiary or Parent shall become an Employer hereunder and the provisions
of the Plan shall be fully applicable to the Employees of that Subsidiary or
Parent.


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                                   ARTICLE VII

                          SUCCESSOR TO THE SAVINGS BANK

      The Savings Bank shall require any successor to or assignee of, whether
direct or indirect, by purchase, merger, consolidation or otherwise, all or
substantially all the business or assets of the Savings Bank, expressly and
unconditionally to assume and agree to perform the Savings Bank's obligations
under the Plan.

                                  ARTICLE VIII

                       DURATION, AMENDMENT AND TERMINATION

8.1   Duration

      If a Change in Control has not occurred, the Plan shall expire fifteen
(15) years from the Effective Date, unless sooner terminated as provided in
Section 8.2, or unless extended for an additional period or periods by
resolution adopted by the Board of Directors of the Savings Bank.

      Notwithstanding the foregoing, if a Change in Control occurs, the Plan
shall continue in full force and effect, and shall not terminate or expire until
such date as all Participants who become entitled to Payments hereunder shall
have received such Payments in full.

8.2   Amendment and Termination

      The Plan may be terminated or amended in any respect by resolution adopted
by a majority of the Board of Directors of the Savings Bank, unless (i) a Change
in Control has previously occurred, (ii) the Savings Bank shall have in the
previous year received an offer, which was not subsequently withdrawn, from a
third party to engage in a transaction which would involve a Change in Control
or (iii) a third party shall have disclosed in a filing with the Securities and
Exchange Commission ("SEC") its intent to engage in a transaction which would
result in a Change in Control and has not subsequently indicated in another SEC
filing that it no longer had such intention. For so long as any of the events
listed in paragraphs (i), (ii) and (iii) persist, the Plan shall not be subject
to amendment, change, substitution, deletion, revocation or termination in any
respect whatsoever unless any acquiror of the Savings Bank shall agree in
writing to provide benefits to covered employees which are at least as
substantial as those set forth herein if such employees are terminated without
cause within one year of a Change in Control of the Savings Bank.

8.3   Form of Amendment

      The form of any proper amendment or termination of the Plan shall be a
written instrument signed by the duly authorized officer or officers of the
Savings Bank, certifying that the amendment or termination has been approved by
the Board of Directors. A proper amendment of the Plan


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automatically shall effect a corresponding amendment to all Participant's rights
hereunder, regardless of whether the Participants receive notice of such action.
A proper termination of the Plan automatically shall effect a termination of all
Participants' rights and benefits hereunder, regardless of whether the
Participants receive notice of such action.

                                   ARTICLE IX

                             LEGAL FEES AND EXPENSES

      9.1 Subject to the notice provision in Section 9.2 hereof, the Savings
Bank shall pay all legal fees, costs of litigation, and other expenses incurred
by each Participant as a result of the Savings Bank's refusal to make the
Payment to which the Participant becomes entitled under this Plan, or as a
result of the Savings Bank's unsuccessfully contesting the validity,
enforceability or interpretation of the Plan.

      9.2 A Participant must provide the Savings Bank with 10 (ten) business
days notice of a complaint of entitlement under the Plan before the Savings Bank
shall be liable for the payment of any legal fees, costs of litigation or other
expenses referred to in Section 9.1 hereof.

                                    ARTICLE X

                                   ARBITRATION

      10.1 Any dispute or controversy arising under or in connection with the
Plan shall be settled exclusively by arbitration, conducted before a panel of
three arbitrators sitting in a location selected by the Participant within fifty
(50) miles from the location of the Savings Bank, in accordance with rules of
the American Arbitration Association then in effect. Judgment may be entered on
the award of the arbitrator in any court having jurisdiction.


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      Having been adopted by its Board of Directors on _______________, 200_,
the Plan is executed by its duly authorized officers as of the ______ day of
_______________, 200_.


Attest                                  RAINIER PACIFIC SAVINGS BANK

______________________________          By _____________________________________
________________________                   John A. Hall
Secretary                                  President and Chief Executive Officer

      Having been adopted by its Board of Directors on ________________, 200_,
the Plan is executed by its duly authorized officers this _______ day of
__________________, 200_.


Attest                                  RAINIER PACIFIC FINANCIAL GROUP, INC.

_____________________________           By _____________________________________
________________________                   John A. Hall
Secretary                                  President and Chief Executive Officer


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