0000896595-07-000480 Sample Contracts

RESTATED 1992 DIRECTORS’ DEFERRED INCOME AGREEMENT
Directors’ Deferred Income Agreement • December 20th, 2007 • Venture Financial Group Inc • State commercial banks • Washington

THIS AGREEMENT is made and entered into effective as of December 19, 2007, by and between Venture Bank, a Washington state chartered bank (the “Bank”), and A. Richard Panowicz, an individual residing in the State of Washington (the “Director”).

Participation Agreement for The 2005 Venture Financial Group, Inc. Supplemental Executive Retirement Plan (as amended by virtue of the First Amendment thereto)
Participation Agreement • December 20th, 2007 • Venture Financial Group Inc • State commercial banks

The above named Participant is authorized to receive benefits pursuant to the 2005 Venture Financial Group, Inc. Supplemental Executive Retirement Plan (and as amended by virtue of the First Amendment to the 2005 Venture Financial Group, Inc. Supplemental Executive Retirement Plan), as described below. Benefit accrual shall commence as of the Eligibility Date listed above.

RESTATED 1989 DEFERRED COMPENSATION AGREEMENT
Deferred Compensation Agreement • December 20th, 2007 • Venture Financial Group Inc • State commercial banks • Washington

THIS AGREEMENT is made and entered into effective as of December 19, 2007, by and between Venture Financial Group, Inc., a Washington corporation and holding company of Venture Company (the “Company”), and Ken Parsons, an individual residing in the State of Washington (the “Executive”).

FIRST AMENDMENT TO VENTURE FINANCIAL GROUP EMPLOYMENT AGREEMENT FOR JAMES F. ARNESON
Employment Agreement • December 20th, 2007 • Venture Financial Group Inc • State commercial banks

This FIRST AMENDMENT dated effective December 14, 2007 amends the Employment Agreement by and among Venture Financial Group, Inc., Venture Bank, and James F. Arneson dated as of April 21, 2005 (the “Employment Agreement”).

FIRST AMENDMENT TO VENTURE FINANCIAL GROUP EMPLOYMENT AGREEMENT FOR SANDRA L. SAGER
Employment Agreement • December 20th, 2007 • Venture Financial Group Inc • State commercial banks

This FIRST AMENDMENT dated effective December 18, 2007 amends the Employment Agreement by and among Venture Financial Group, Inc., Venture Bank, and Sandra L. Sager dated as of November 9, 2005 (the “Employment Agreement”).

FIRST AMENDMENT TO THE 2005 VENTURE FINANCIAL GROUP, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Supplemental Executive Retirement Plan • December 20th, 2007 • Venture Financial Group Inc • State commercial banks

WHEREAS it is the parties intent to comply with the final regulations under Internal Revenue Code Section 409A, issued on April 10, 2007 by the Internal Revenue Service (IRS) and the Treasury Department, the parties to the 2005 Venture Financial Group, Inc. Supplemental Executive Retirement Plan, effective as of January 1, 2005, (hereinafter “Agreement”) hereby agree to the terms and amendments contained herein. This First Amendment to the 2005 Venture Financial Group, Inc. Supplemental Executive Retirement Plan (hereinafter “First Amendment” shall be effective with respect to existing Participant Agreements upon execution of such amendment by the respective Participant.

SPLIT DOLLAR LIFE INSURANCE AGREEMENT
Split Dollar Life Insurance Agreement • December 20th, 2007 • Venture Financial Group Inc • State commercial banks • Washington

THIS AGREEMENT is adopted this ________ day of _______, 200__, by and between Venture Financial Group, Inc. and Venture Bank (hereinafter the “Employer”), and ___________________ (the "Executive").

FOURTH AMENDMENT TO VENTURE FINANCIAL GROUP EMPLOYMENT AGREEMENT Ken F. Parsons, Sr.
Employment Agreement • December 20th, 2007 • Venture Financial Group Inc • State commercial banks

This FOURTH AMENDMENT dated effective December 19, 2007 amends the Employment Agreement by and among Venture Financial Group, Inc., Venture Bank, and Ken F. Parsons, Sr. dated as of January 1, 2004, as previously amended (the “Employment Agreement”).