Fill and Sign the Amendment to Merger Form

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 2, dated January 10, 2000, amends the Agreement and Plan of Merger originally made and entered into as of the 14th day of September, 1999, by and among COWLITZ BANCORPORATION, a Washington corporation ("Cowlitz"), COWLITZ BANK, a corporation chartered under the banking laws of the State of Washington ("Cowlitz Bank"), and NORTHERN BANK OF COMMERCE, a corporation chartered under the banking laws of the State of Oregon ("Northern"), as amended by Amendment No. 1 dated November 29, 1999 (as amended, the "Agreement"). 1. Each capitalized term used but not defined in this Amendment No. 2 shall have the meaning provided for such term in the Agreement. 2. Sections 2.6(d) of the Agreement, is amended by adding the following between the seventh and eighth sentences thereof: In addition, Northern and Cowlitz Bank may at any time prior to the Closing agree to designate and classify any additional Northern loan as an Identified Loan and such loan shall be deemed so classified and designated by the Loan Examiner pursuant to the preceding sentences. Any Identified Loan in which a loan participation was sold to Cowlitz Bank on or after September 14, 1999 will be treated for the purposes of this section and the Escrow as if Northern retained sole ownership of the whole loan. 3. Except as specifically amended by this Amendment No. 2, the Agreement shall remain in full force and effect. 4. This Amendment No. 2 may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and the executed counterparts taken together shall be deemed to be one originally executed document. 5. This Amendment No. 2 shall be governed and construed in accordance with the laws of the State of Washington, without regard to any applicable conflicts of law. IN WITNESS WHEREOF, Cowlitz, Cowlitz Bank and Northern have caused this Amendment No. 2 to be executed by their respective officers hereunto duly authorized as of the date first above written. COWLITZ BANCORPORATION By: /s/ Charles W. Jarrett --------------------------------------- Name: Charles W. Jarrett ------------------------------------ Title: President and Chief Operating Officer ------------------------------------- COWLITZ BANK By: /s/ Charles W. Jarrett --------------------------------------- Name: Charles W. Jarrett ------------------------------------ Title: President and Chief Executive Officer ------------------------------------- NORTHERN BANK OF COMMERCE By: /s/ William V. Spicer --------------------------------------- Name: William V. Spicer ------------------------------------ Title: Chairman -------------------------------------