Exhibit 10.1  


VOTING AGREEMENT AND RESIGNATION  


        THIS VOTING AGREEMENT AND RESIGNATION ("Voting Agreement") dated as of October 22, 2003, is among BNW Bancorp, Inc. ("NorthWest"), Pacific Financial
Corporation ("Pacific"), and the undersigned, each of whom is a director of NorthWest. 


RECITAL  


        In order to induce Pacific to enter into an Agreement and Plan of Merger (the "Merger Agreement") between Pacific and NorthWest dated as of the date hereof,
pursuant to which it is contemplated that NorthWest will merge with and into Pacific (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 all shares of
NorthWest's common stock which he or she is entitled to vote in favor of approval of the Merger Agreement and the Merger, unless the Merger Agreement has been terminated before a meeting of NorthWest
shareholders (the "Meeting") is held for purposes of voting on the Merger Agreement. In addition, each of the undersigned individuals will recommend to the shareholders of NorthWest that they approve
the Merger Agreement, and 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
NorthWest and its shareholders. 


        2.     No Transfer. Until the earlier of the consummation of the Merger or the termination of the
Merger Agreement, the undersigned will not 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 NorthWest in connection with the Meeting), shares of NorthWest common stock beneficially owned by him or her, unless all other parties to any such sale or other transaction enter into an
agreement in form and substance satisfactory to Pacific embodying the benefits and rights contained in this Voting Agreement. 



        3.     No Solicitation. Each of the undersigned individuals will not, unless the Merger Agreement is
terminated, seek any other person or entity to submit a proposal for a tender offer, merger or similar transaction with NorthWest; or vote the shares owned or controlled by the undersigned in favor
of, or solicit proxies or seek another person or entity to solicit proxies on behalf of, a proposal, in opposition to or in competition with the Merger Agreement. 


        4.     Resignation. Each undersigned individual hereby tenders his or her resignation from the Board
of Directors of NorthWest and Bank Northwest effective upon the completion of the Merger. In the event the Merger Agreement is terminated for any reason, this resignation will terminate and be of no
effect. 






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



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


SIGNED
EFFECTIVE as of October 22, 2003. 



	DIRECTORS	 	 
	

/s/  JOHN R. FERLIN      
 John R. Ferlin	
 	

/s/  JOSEPH C. OREM      
 Joseph C. Orem
	

/s/  G. DENNIS ARCHER      
 G. Dennis Archer	
 	

/s/  STEWART L. THOMAS      
 Stewart L. Thomas
	

/s/  ROBERT M. MOLES      
 Robert M. Moles	
 	

/s/  BRENT L. WALKER      
 Brent L. Walker
	

/s/ W. A. "BUTCH" EDISON
 W. A. "Butch" Edison	
 	

/s/  ANNA W. WILLIAMS      
 Anna W. Williams
	

/s/  FRED M. HASKELL      
 Fred M. Haskell	
 	

/s/  DONALD ZIMMERMAN      
 Donald Zimmerman
	

BNW Bancorp, Inc.	
 	

Pacific Financial Corporation





	

By:	
 	

/s/  DONALD ZIMMERMAN      
 Donald Zimmerman

President and Chief Executive Officer	
 	

By:	
 	

/s/  DENNIS A. LONG      
 Dennis A. Long

President and Chief Executive Officer