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Exhibit 10.1




COWLITZ BANCORPORATION 


Supplemental Executive Retirement Plan

for 

Richard Fitzpatrick 



         THIS AGREEMENT is made and entered into October 26, 2005 by and between Cowlitz Bancorporation and Cowlitz Bank (jointly and severally "Cowlitz"), and Richard Fitzpatrick (hereinafter referred to as "Participant"), effective
February 10, 2003.


R E C I T A L S

             A. Participant is serving as the President and Chief Executive Officer of Cowlitz. The parties desire that Participant will continue to render valuable service to Cowlitz in the future. This plan is intended to provide a
financial inducement to Participant for continued service, as well as a form of compensation for doing so. 


             B. Cowlitz and Participant entered into a Consulting and Executive Employment Agreement dated February 10, 2003 (the "Employment Agreement"). 


             C. Pursuant to the Employment Agreement, Cowlitz is obligated to provide Participant with a supplemental executive retirement benefit on the terms and conditions set forth in the Employment Agreement.  Cowlitz has been accruing
for the deferred compensation expense in anticipation of the parties entering into this Agreement since February 10, 2003. 


           
ACCORDINGLY, the parties agree as follows:


ARTICLE 1 

ADMINISTRATION

             Section 1.1 Purpose of the Plan. The purpose of the Plan is to provide retirement benefits for Participant.



            Section 1.2 Administration of the Plan. The Compensation Committee shall appoint from time-to-time a person or persons to administer and interpret the terms of the Plan
and adopt rules and regulations to implement the Plan ("Administrator").


            Section 1.3 Top Hat Plan and Excess Benefits.  The Plan is an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of
management or highly compensated participants (within the meaning of sections 201(2), 301(a)(3), and 401(a)(1) of ERISA), and is intended to be exempt from Parts 2, 3, and 4 of ERISA. The Plan also separately accounts for benefits that are provided
in excess of the limitations on contributions and benefits imposed by section 415 of the Internal Revenue Code of 1986, as described in section 3(36) of






Supplement Executive Retirement Plan                                                                                                        Cowlitz Bancorporation


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ERISA, and such separate part of the Plan is intended to be an "excess benefit plan" exempt from ERISA pursuant to section 4(b)(5). 


ARTICLE 2

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


             Section 2.1   Definitions.  For purposes of the Plan and this Article 2, the following definitions shall apply: 


                                     "Account" means the separate bookkeeping account established for Participant on the books of Cowlitz for the purpose of recording the amounts of supplemental retirement
benefits accrued for Participant pursuant to the provisions of this Plan as if the Plan were accounted for in accordance with Statement of Financial Accounting Standards No. 87. 


                                     "Annual Retirement Benefit" means an amount
determined actuarially by Cowlitz's consulting actuaries that if paid annually from the Normal Commencement Date until the later of Participant or Spouse's death would equal the Base Amount. For purpose of this calculation, life expectancies shall
be determined as of the Termination Date based upon the 1994 GAR Male/Female blended Table, prescribed under Internal Revenue Service Rev. Rul. 2001-62 or the most recently published successor thereto. 


                                     "Base Amount" means an amount calculated by taking the Final Average Compensation and multiplying that amount
by the product of (a) 1.5%, (b) the number of whole plus fractional years of Participant's employment with Cowlitz after February 10, 2003 and (c) the number of whole plus fractional years of Participant's Predicted Life Expectancy after Retirement
Age. 


                                     "Compensation" means Participant's base salary and cash bonus paid or payable by Cowlitz or any of its subsidiaries to Participant. 


                                     "Compensation Committee" means the Compensation Committee of the Board of Directors of Cowlitz or its
equivalent appointed by the board.


                                     "Disability" means that a Participant (A) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company.
This definition of "Disability" shall be interpreted consistently with the rules under Code Section 409A and any regulations or other guidance thereunder. 


                                     "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. 


 






Supplement Executive Retirement Plan                                                                                                        Cowlitz Bancorporation


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                                     "Final Average Compensation" means the average of the Participant's highest three (3) year's annual total
Compensation, or if the Participant's employment has not continued for at least three (3) years, the average of his Compensation over the period of his employment with Cowlitz.


                                     "Normal Commencement Date" means the later of (i) the first day of the month which follows the month
containing the six-month anniversary of the Termination Date or (ii) the first day of the month following Retirement Age. 


                                     "Plan" means the Supplemental Executive Retirement Plan set forth in this Agreement, as it may be amended from time to time. 


                                     "Predicted Life Expectancy" means Participant's predicted life expectancy determined by Cowlitz's consulting actuaries as of the Termination Date, based upon the then
most recently published life expectancy table by the Internal Revenue Service or other generally accepted reference source. 


                                "Retirement Age" means the Participant's sixty-fifth birthday, April 17, 2014.


                               
"Spouse" means Participant's spouse as of the Termination Date.


                                     "Termination Date" means the date on which Participant ceases to be an employee of Cowlitz for any reason, including death, retirement, Disability and voluntary or
involuntary termination. 


            Section 2.2   Normal Retirement Benefits.  In the event Participant's employment is terminated on or after Retirement Age, Participant shall be entitled to receive monthly
payments of the Annual Retirement Benefit commencing on the Normal Commencement Date and continuing until the later of Participant or Spouse's death. 


            Section 2.3   Death Benefit. If Participant dies while employed by Cowlitz, Spouse shall be entitled to receive monthly payments commencing on the Normal Commencement Date
and continuing until Spouse's death.  The amount of the monthly payments will be determined by annuitizing the amount of the Account as of the date of Participant's date of death for Spouse's predicted life expectancy using the then life expectancy
table published by the Internal Revenue Service or other appropriate assumptions determined by Cowlitz's consulting actuaries. 


             Section 2.4   Early Termination Benefits.  If Participant's employment is terminated prior to Retirement Age for any reason, Participant shall be entitled to receive the Annual Retirement Benefit
commencing on the Normal Commencement Date and continuing until the later of Participant or Spouse's death.


            Section 2.5   Withholding. Any payment or other distribution of benefits under this Plan may be reduced by any amount required to be withheld by Cowlitz under any
applicable law, rule, regulation, order or other requirement, now or hereafter in effect, of any governmental authority. 






Supplement Executive Retirement Plan                                                                                                        Cowlitz Bancorporation


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             Section 2.6   Payments to Spouse. Following Participant's death, all payments under this Plan shall be made to Spouse.


             Section 2.7   Effect on Retirement Plans. Any amounts payable under this Plan shall be disregarded for the purpose of determining any accrued benefits of Participant under any Retirement Plan,
except as required by law. 


             Section 2.8   Account. The Account established under this Plan is an unfunded plan of deferred compensation.  The amount accrued and interest thereon are represented solely by bookkeeping entries on
records maintained by the Administrator.  No funds are held in trust or otherwise segregated for the sole purpose of paying Plan benefits. All Plan benefits are payable solely from the general assets of Cowlitz. Cowlitz may from time to time reserve
assets in a general account or grantor trust owned by Cowlitz for the purpose of paying liabilities that are accrued under this Plan. Participant and Spouse shall have no legal or equitable rights, interest or claims in any specific collateral,
property or assets of Cowlitz, but shall be general unsecured creditors of Cowlitz until benefits are paid hereunder. 


            Section 2.9   Claims Procedure.


                                 2.9.1 Interpretation. Any person desiring a benefit under, interpretation or construction of, ruling under or information regarding this Plan shall submit a written
request therefor to the Administrator. The Administrator shall respond in writing to any such request as soon as practicable, but in any event no later than 45 days after receiving such written request. Any interpretation or construction of, and any
ruling under, this Plan by the Administrator shall be final and binding on all parties except as provided herein. 


                                2.9.2 Denial of Claim. If a claim for benefits is denied in whole or in part, the Administrator shall in its response notify the claimant of such denial and of his or
her right to a conference with an individual designated in the notice for the purpose of explaining the denial. The claimant shall have the right to be represented by counsel of the claimaint's choice in such meeting. If the claimant does not want
such a conference, or is dissatisfied with its outcome, he or she shall be furnished in writing, in a manner calculated to be understood by the claimant, specific reasons for such denial, specific references to the Plan provisions on which the
denial is based, a description of any additional material necessary for him or her to perfect his or her claim, an explanation of why such material is necessary, and an explanation of this Plan's appeals procedure as described in Section 2.9.3.



                                2.9.3 Appeal Procedure.  Any person, or his or her duly authorized representative, whose claim for benefits under this Plan has been denied in whole or in part, may
appeal from such denial to the Administrator by submitting to the Administrator a written request for review within seventy-five (75) days after receiving written notice of denial. The Administrator shall give the claimant an opportunity to review
pertinent documents relating to the denial in preparing his or her request for review. The request must set forth all the grounds upon which it is based, supporting facts and documents, and any other matters which the claimant deems pertinent, and
the relief sought. The Administrator may require the claimant to submit such additional facts,






Supplement Executive Retirement Plan                                                                                                        Cowlitz Bancorporation


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documents or other material as it deems necessary or advisable in making its review.  The Administrator shall act upon a request for review within 60 days after receipt thereof unless special circumstances require further time,
but in no event later than 120 days after such receipt. If the Administrator confirms the denial in whole or in part, the Administrator shall give written notice to the claimant setting forth, in a manner calculated to be understood by the claimant,
the specific reasons for denial and specific reference to the Plan provisions on which the decision was based. If claimant is entitled to a payment, such payment will include accrued interest at the higher of the Banks prime rate or any applicable
legal rate of interest under Washington State law. The determination of the Administrator upon such review shall be final and conclusive, but subject to any right of appeal under applicable law. 


ARTICLE 3 

MISCELLANEOUS.

                                 Section 3.1   Amendment or Termination. This Plan may be amended or terminated only by the written agreement authorized by the Compensation Committee and signed by the
Administrator and Participant. Notwithstanding the foregoing, the schedule for the timing of payments may not be accelerated unless such acceleration is permitted under Code Section 409A and any Internal Revenue Service interpretations thereunder
and any change which delays the timing of payments or changes the form of payments is only effective if the following requirements are met: 


                                     3.1.1 Any agreement to change the time and form of distribution may not take effect until at least 12 months after the date on which the agreement is made; 


                                     3.1.2 The first payment with respect to such agreement must be deferred for a period of at least 5 years from the date such payment otherwise would have been made; and 


                                     3.1.3 An agreement related to a distribution to be made at a specified time may not be made less than 12 months prior to the date of the first scheduled payment. 


                                 Section 3.2   Plan Administrator. With respect to ERISA, the Administrator shall be the plan administrator and named fiduciary as to this Plan and the corporate secretary of Cowlitz shall be the
agent for purposes of receiving legal process. 


                                Section 3.3   No Right to Employment. This Plan shall not confer upon Participant the right to be retained in the employ of Cowlitz, interfere with the right of Cowlitz to
discharge or otherwise deal with Participant without regard to the existence of this Plan or otherwise be interpreted or construed as creating or modifying any employment or other contract between Cowlitz and Participant. 


                                Section 3.4   Conclusiveness of Authorized Action. All determinations made under this Agreement by Cowlitz's independent consulting actuaries shall be binding upon Cowlitz
and Participant in the absence of manifest error. Any other actions taken with respect to this Plan by the Administrator shall be conclusive upon Participant, his beneficiaries and any other persons entitled






Supplement Executive Retirement Plan                                                                                                        Cowlitz Bancorporation


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to benefits under this Plan, subject to the claims procedure set forth in Section 2.9 and the arbitration provisions set forth in Section 3.10. 


                                 Section 3.5   Alienation. No right, interest or benefit under this Plan shall be subject to any anticipation, alienation, sale, transfer, assignment, pledge, security interest, encumbrance, charge,
execution, attachment, garnishment or legal process, and any attempt to do so shall be void. 


                                 Section 3.6   Information.  Participant and Spouse shall provide such authorizations, elections, designations and other information, as Cowlitz shall deem necessary for the proper administration of
this Plan. All such authorizations, elections, designations and other information shall be in form approved by Cowlitz. Cowlitz shall not be obligated to determine the accuracy or authenticity of any information provided by Participant or Spouse
under this Plan and any payment or other distribution of benefits based thereon shall be binding on such person, or on anyone claiming by, through or under such person, and shall completely discharge any liability under this Plan to the extent of
any payment made. 


                                 Section 3.7   Headings. Headings of sections and paragraphs of this Plan are inserted for convenience of reference only and shall not constitute a part of this Plan. 


                                Section 3.8   Governing State. This Plan shall be interpreted, construed and enforced in accordance with the laws of the State of Washington, except insofar as state law
has been preempted by ERISA. 


                                Section 3.9   Entire Agreement. This document constitutes the entire agreement between the parties with respect to the Plan. Participant agrees that this Plan satisfies
Cowlitz's obligations under Section 3(d)(iv) of the Employment Agreement. 






Supplement Executive Retirement Plan                                                                                                        Cowlitz Bancorporation


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                                Section 3.10   Arbitration.  Any dispute hereunder shall be resolved under binding arbitration pursuant to the
provision in Section 18 of the Employment Agreement. Attorney fees will be awarded as provided by Section 17 of the Employment Agreement. 


                                 IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the date first written above. 

	
Cowlitz Bancorporation





By:        /s/ Mark F. Andrews, Jr.                                           


      Mark F. Andrews, Jr., Chair of Compensation Committee

	
Cowlitz Bank





By:        /s/ Mark F. Andrews, Jr.                                         


      Mark F. Andrews, Jr., Chair of Compensation
Committee


/s/ Richard J. Fitzpatrick                                                  


Richard J. Fitzpatrick, Participant






Supplement Executive Retirement Plan                                                                                                        Cowlitz Bancorporation


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