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Governance and Nominating Committee Charter


1. Members. The Committee shall consist solely of at least three independent directors, including a chair and such other independent directors as the Board shall appoint. An “independent director” is a director who meets the NASDAQ definition of “independence,” as determined by the Board.


2. Purpose, duties and responsibilities. The purpose of the Committee shall be to identify individuals qualified to become members of the Board; recommend to the Board the slate of director nominees to be elected by shareholders; recommend directors to be elected by the Board to fill any vacancies; develop and recommend to the Board a set of corporate governance principles; and handle other matters as the Board or the Committee chair deems appropriate.


The Committee’s goals and responsibilities shall be to:

 i. Identify and evaluate prospective candidates for the Board. The Committee shall look for candidates who, as a group meet the corporation’s strategic needs; possess the highest personal values, judgment and integrity; have the time and the willingness to understand the regulatory and policy environment in which the corporation does its business; and have diverse experience in the key business, financial, and other challenges that face Bank of the Pacific.

ii. Recommend to the Board potential nominees to the Board, and the renomination of incumbent directors as appropriate.

iii. Recommend to the Board regarding its size and composition.

iv. Oversee the evaluation of the Board.

v. Develop and recommend to the Board the corporate governance practices of the Board, and any proposed changes to such practices.

vi. Review and recommend to the Board retirement and other tenure policies for directors.

vii. Review directorships in other public companies held by or offered to directors of the corporation.

viii. Review senior management membership on outside Boards.

ix. Oversee compliance with the Board of Directors Code of Conduct and Ethics, and Conflict of Interests Policy


3. Outside advisors. The Committee shall have the authority to retain such outside counsel, experts, and other advisors as it determines appropriate to assist it in the full performance of its functions.

Nomination of Candidate for Director. Other nominations for director, if any, may be made only in accordance with the prior notice provisions contained in the Company’s Articles of Incorporation. The notice provisions, require, among other things, that a shareholder provide the Company with written notice not less than 14 days nor more than 60 days prior to the date of the annual meeting (or, if the Company provides less than 21 days notice of such meeting, no later than 7 days after the date on which notice was mailed to shareholders). If a person is nominated for director by a shareholder, that person will be interviewed by the Governance and Nominating Committee and will be evaluated as a potential nominee in accordance with the criteria in paragraph 2.i. of this charter.


4. Meetings. The Committee shall meet as often as may be deemed necessary or appropriate in its judgment, either in person or by telephone, and at such times and places as the Committee shall determine. The Committee shall make regular reports to the Board on its activities. These reports will generally occur after each Committee meeting or at such other times as the Committee deems appropriate.


5. Shareholder Communications. The Board of Directors encourages shareholders to send communications directly to the Board. Should a shareholder wish to communicate with the Board of Directors, the communications should be mailed to Joseph A. Malik, Chairman, Board of Directors, Pacific Financial Corporation, P.O. Box 1826, Aberdeen, WA 98520. Communications may also be directed to individual Directors at the same address.