**Exhibit 99.2**

 

**COBIZ FINANCIAL INC.**

**CERTIFICATION**

 

I, LyneAndrich, certify, based on my knowledge, that:

 

(i) Thecompensation committee of CoBiz Financial Inc. has discussed, reviewed, andevaluated with senior risk officers at least every six months during the periodbeginning on the later of September 14, 2009, or ninety days after theclosing date of the agreement between the TARP recipient and Treasury andending with the last day of the TARP recipient’s fiscal year containing thatdate (the applicable period), senior executive officer (SEO) compensation plansand employee compensation plans and the risks these plans pose to CoBizFinancial Inc.;

 

(ii) Thecompensation committee of CoBiz Financial Inc. has identified and limitedduring the applicable period any features of the SEO compensation plans thatcould lead SEOs to take unnecessary and excessive risks that could threaten thevalue of CoBiz Financial Inc., and during that same applicable period hasidentified any features of the employee compensation plans that pose risks toCoBiz Financial Inc. and has limited those features to ensure that CoBizFinancial Inc. is not unnecessarily exposed to risks;

 

(iii) Thecompensation committee has reviewed, at least every six months during theperiod, the terms of each employee compensation plan and identified any featuresof the plan that could encourage the manipulation of reported earnings of CoBizFinancial Inc. to enhance the compensation of an employee and has limited thosefeatures;

 

(iv) Thecompensation committee of CoBiz Financial Inc. will certify to the reviews ofthe SEO compensation plans and employee compensation plans required under (i) and(iii) above;

 

(v) Thecompensation committee of CoBiz Financial Inc. will provide a narrativedescription of how it limited during any part of the most recently completedfiscal year that included a TARP period the features in:

 

(A) SEO compensation plans that could lead SEOs to takeunnecessary and excessive risks that could threaten the value of CoBiz FinancialInc.;

 

(B) Employee compensation plans that unnecessarilyexpose CoBiz Financial Inc. to risks; and

 

(C) Employeecompensation plans that could encourage the manipulation of reported earningsof CoBiz Financial Inc. to enhance the compensation of an employee;

 

(vi) CoBizFinancial Inc. has required that bonus payments, as defined in the regulationsand guidance established under section 111 of EESA (bonus payments), of theSEOs and twenty next most highly compensated employees be subject to a recoveryor “clawback” provision during any part of the most recently completed fiscalyear that was a TARP period if the bonus payments were based on materiallyinaccurate financial statements or any other materially inaccurate performancemetric criteria;

 

(vii) CoBizFinancial Inc. has prohibited any golden parachute payment, as defined in theregulations and guidance established under section 111 of EESA, to a SEO or anyof the next five most highly compensated employees during the period beginningon the later of the closing date of the agreement between the TARP recipientand Treasury or June 15, 2009 and ending with the last day of the TARPrecipient’s fiscal year containing that date;

 

(viii) CoBizFinancial Inc. has limited bonus payments to its applicable employees inaccordance with section 111 of EESA and the regulations and guidanceestablished there under during the period beginning on the later of the closingdate of the agreement between the TARP 

 

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recipient and Treasury or June 15, 2009 and ending with the lastday of the TARP recipient’s fiscal year containing that date;

 

(ix) The board ofdirectors of CoBiz Financial Inc. has established an excessive or luxuryexpenditures policy, as defined in the regulations and guidance establishedunder section 111 of EESA, by the later of September 14, 2009, or ninetydays after the closing date of the agreement between the TARP recipient andTreasury; this policy has been provided to Treasury and its primary regulatoryagency; CoBiz Financial Inc. and its employees have complied with this policyduring the applicable period; and any expenses that required approval of theboard of directors, a committee of the board of directors, an SEO, or anexecutive officer with a similar level of responsibility, were properlyapproved;

 

(x) CoBiz FinancialInc. will permit a non-binding shareholder resolution in compliance with anyapplicable federal securities rules and regulations on the disclosuresprovided under the federal securities laws related to SEO compensation paid oraccrued during the period beginning on the later of the closing date of theagreement between the TARP recipient and Treasury or June 15, 2009 andending with the last day of the TARP recipient’s fiscal year containing thatdate;

 

(xi)CoBiz Financial Inc. will disclose the amount, nature, and justification forthe offering during the period beginning on the later of the closing date ofthe agreement between the TARP recipient and Treasury or June 15, 2009 andending with the last day of the TARP recipient’s fiscal year containing thatdate of any perquisites, as defined in the regulations and guidance establishedunder section 111 of EESA, whose total value exceeds $25,000 for any employee whois subject to the bonus payment limitations identified in paragraph (viii);

 

(xii) CoBiz FinancialInc. will disclose whether CoBiz Financial Inc., the board of directors ofCoBiz Financial Inc., or the compensation committee of CoBiz Financial Inc. hasengaged during the period beginning on the later of the closing date of theagreement between the TARP recipient and Treasury or June 15, 2009 andending with the last day of the TARP recipient’s fiscal year containing thatdate, a compensation consultant; and the services the compensation consultantor any affiliate of the compensation consultant provided during this period;

 

(xiii) CoBiz FinancialInc. has prohibited the payment of any gross-ups, as defined in the regulationsand guidance established under section 111 of EESA, to the SEOs and the nexttwenty most highly compensated employees during the period beginning on thelater of the closing date of the agreement between the TARP recipient andTreasury or June 15, 2009 and ending with the last day of the TARPrecipient’s fiscal year containing that date;

 

(xiv)CoBiz Financial Inc. has substantially complied with all other requirementsrelated to employee compensation that are provided in the agreement betweenCoBiz Financial Inc. and Treasury, including any amendments;

 

(xv)CoBiz Financial Inc. has submitted to Treasury a complete and accurate list ofthe SEOs and the twenty next most highly compensated employees for the currentfiscal year and the most recently completed fiscal year, with the nonSEOsranked in descending order of level of annual compensation, and with the name,title, and employer of each SEO and most highly compensated employeeindentified; and

 

(xvi) I understand that aknowing and willful false or fraudulent statement made in connection with thiscertification may be punished by fine, imprisonment, or both. (See, forexample, 18 USC 1001).

 

 
|   | /s/ Lyne B. Andrich |   |
|--------|---------------------|--------|
|   | Lyne B. Andrich     |   |
|   | EVP & CFO  |   |
|   |                |   |
|   | February 19, 2010   |   |

 

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