S-8

As filed with the Securities and Exchange Commission on August 7, 2007

Registration No. 333-_____

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

COLUMBIA BANKING SYSTEM, INC.

(Exact name of registrant as specified in its charter)

WASHINGTON	91-1422237
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

1301 A Street, Tacoma, Washington 98402 (253) 305-1900

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Town Center Bancorp 2004 Stock Incentive Plan

(Full title of plan)

Copies of communications to:

STEPHEN M. KLEIN ESQ. Graham & Dunn PC 2801 Alaskan Way, Suite 300 Seattle, Washington 98121 (206) 340-9648 MELANIE J. DRESSEL President and Chief Executive Officer 1301 A Street Tacoma, WA 98402 (253) 305-1900

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount   to be registered (1)	Proposed maximum   offering price per share (2)	Proposed maximum   Aggregate offering price (2)	Amount of    registration fee
Common shares	90,200(1)	$26.06	$2,350,612	$72.17

Notes:

1. Shares of Registrant’s Common Stock issuable upon exercise of options outstanding under Town Center Bancorp 2004 Incentive Stock Plan (the “Plans”), together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance under the Plan as a result of any future stock split, stock dividend or similar adjustment of the outstanding Common Stock, as provided in Rule 416(a) under the Securities Act.

2. Estimated solely for the purpose of calculating the amount of the registration fee. Pursuant to Rule 457(h) under the Securities Act of 1933, as amended (“Securities Act”), the price per share is estimated to be $26.06 based upon the average of the high ($26.47) and the low ($25.64) trading prices of the common stock, no par value per share of Columbia Banking System, Inc. as reported on the Nasdaq Stock Market on August 3, 2007.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Columbia Banking System, Inc. (“Company” or “Registrant”) will send or give the documents containing the information required by Part I of this registration statement on Form S-8 (the “Registration Statement”) to each participant in the Plans as specified by Rule 428(b)(1) under the Securities Act of 1933 (the “Securities Act”). Such documents, and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 1. Plan Information*

Item 2. Registrant Information and Employee Plan Annual Information*

* Information required by Part I of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act, and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The documents listed below are incorporated by reference in the Registration Statement. In addition, all documents subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) prior to Registrant’s filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

(b) All reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Form 10-K referred to in (a) above.

(c) The description of the Registrant’s Common Stock contained in the Registration Statement on Form S-4 (No. 333-143189) filed with the SEC on May 23, 2007.

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Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

The validity of the shares offered pursuant to the Plans will be passed upon by Graham & Dunn PC, Pier 70, 2801 Alaskan Way, Suite 300, Seattle, Washington 98121-1128.

Item 6. Indemnification of Directors and Officers.

Sections 23B.08.500 through 23B.08.600 of the Washington Business Corporation Act (“WBCA”) contain specific provisions relating to indemnification of directors and officers of Washington corporations. In general, the statute provides that (i) a corporation must indemnify a director or officer who is wholly successful in his defense of a proceeding to which he is a party because of his status as such, unless limited by the articles of incorporation, and (ii) a corporation may indemnify a director or officer if he is not wholly successful in such defense, if it is determined as provided in the statute that the director meets a certain standard of conduct, provided that when a director is liable to the corporation, the corporation may not indemnify him. The statute also permits a director or officer of a corporation who is a party to a proceeding to apply to the courts for indemnification or advance of expenses, unless the articles of incorporation provide otherwise, and the court may order indemnification or advancement of expenses under certain circumstances set forth in the statute. The statute further provides that a corporation may in its articles of incorporation or bylaws or by resolution provide indemnification in addition to that provided by statute, subject to certain conditions set forth in the statute.

The articles of incorporation of the Company provide, among other things, for the indemnification of directors (including directors of subsidiaries), and authorize the board of directors to pay reasonable expense incurred by, or to satisfy a judgment or fine against, a current of former director in connection with any personal legal liability incurred by the individual while acting for the Company within the scope of his employment, and which was not the result of conduct finally adjudged to be “egregious” conduct. “Egregious” conduct is defined as intentional misconduct, a knowing violation of law, or participation in any transaction from which the person will personally receive a benefit in money, property or services to which that person is not legally entitled. The articles of incorporation also include a provision that limits the liability of directors of the Company from any personal liability to the Company or its shareholders for conduct not found to have been egregious.

The Company has entered into Indemnification Agreements with each of its directors. The Indemnification Agreements codify procedural mechanisms pursuant to which directors may enforce the indemnification rights that such directors are granted under the Company’s articles of incorporation and the WBCA.

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Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits.

Exhibit Number	Description
5.1	Opinion of Graham & Dunn PC regarding legality of the Common Stock being registered
10.1	Town Center Bancorp 2004 Stock Incentive Plan
10.2	Form of Restricted Stock Award Agreement
23.1	Consent of Graham & Dunn PC (included in Exhibit 5.1)
23.2	Consent of Deloitte & Touche LLP
24.1	Powers of Attorney (included in the Signature Page)

Item 9. Undertakings.

A. The undersigned Registrant hereby undertakes:

1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

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Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act that are incorporated by reference in the Registration Statement.

2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer of controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tacoma, State of Washington on July 25, 2007.

COLUMBIA BANKING SYSTEM, INC.
By:	/s/ Melanie J. Dressel
	Melanie J. Dressel
	President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose individual signature appears below hereby authorizes and appoints Melanie J. Dressel, William T. Weyerhaeuser and Gary R. Schminkey, and each of them, with full power of substitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Registration Statement, including any and all post-effective amendments.

Pursuant to the requirements of the Securities Act, this Power of Attorney has been signed by the following persons in the capacities indicated on July 25, 2007.

Signature	Title
/s/ Melanie J. Dressel Melanie J. Dressel	President, Director and CEO (Principal Executive Officer)
/s/ Gary R. Schminkey Gary R. Schminkey	Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Clint E. Stein Clint E. Stein	Senior Vice President (Principal Accounting Officer)
/s/ William T. Weyerhaeuser William T. Weyerhaeuser	Chairman of the Board of Directors

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/s/ John P. Folsom John P. Folsom	Director
/s/ Thomas M. Hulbert Thomas M. Hulbert	Director
/s/ Thomas L. Matson Thomas L. Matson	Director
/s/ Daniel C. Regis Daniel C. Regis	Director
/s/ Donald Rodman Donald Rodman	Director
/s/ James M. Will James M. Will	Director

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INDEX OF EXHIBITS

Exhibit Number	Description
5.1	Opinion of Graham & Dunn PC regarding legality of the Common Stock being registered
10.1	Town Center Bancorp 2004 Stock Incentive Plan
10.2	Form of Restricted Stock Award Agreement
23.1	Consent of Graham & Dunn PC (included in Exhibit 5.1)
23.2	Consent of Deloitte & Touche LLP
24.1	Powers of Attorney (included in the Signature Page)

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EX-5.1

Exhibit 5.1

August 6, 2007

The Board of Directors

Columbia Banking System, Inc.

1301 “A” Street

Tacoma, WA 98402

Re: Legal Opinion Regarding Validity of Securities Offered

Ladies and Gentlemen:

We have acted as counsel to you in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), which you are filing with the Securities and Exchange Commission (the “Commission”) with respect to 90,200 shares of no par value common stock (the “Shares”), of Columbia Banking System, Inc., a Washington corporation (“Company”), authorized for issuance upon exercise of options granted under the Town Center Bancorp 2004 Stock Incentive Plan (the “Plan”) that was assumed by the Company as a result of the acquisition of Town Center Bancorp.

In connection with the offering of the Shares, we have examined: (i) the Plan and related agreement, listed as Exhibits 10.1—10.2 in the Registration Statement; (ii) the Registration Statement, including the remainder of the exhibits; and (iii) such other documents as we have deemed necessary to form the opinions hereinafter expressed. As to various questions of fact material to such opinions, where relevant facts were not independently established, we have relied upon statements of officers of the Company.

Our opinion assumes that the Shares are issued in accordance with the terms of the Plan after the Registration Statement has become effective under the Act.

Based upon and subject to the foregoing, we are of the opinion that the Shares, or any portion of the Shares, have been duly authorized and that, upon registration of the Shares, issuance by the Company of and receipt of the consideration for the Shares, consistent with the terms of the Plan, the Shares will be validly issued, fully paid, and nonassessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. This consent shall not be construed to cause us to be in the category of persons whose consent is required to be filed pursuant to Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

Graham & Dunn PC

/s/ Graham & Dunn PC

EX-10.1

Exhibit 10.1

2004 STOCK INCENTIVE PLAN

Approved by the Town Center Bancorp Board of Directors on March 16, 2004

Approved by the Shareholders effective April 20, 2004

1. Purpose. The purpose of this 2004 Stock Incentive Plan (the “Plan”) is to enable Town Center Bancorp (the “Company”) to attract and retain experienced and able employees of the Company and to provide an incentive to these individuals to exert their best efforts for the Company and its shareholders, As used herein “Company” includes any parent corporation, subsidiary or other affiliate of the Company.

2. Types of Stock Incentives Available. The Board of Directors of the Company (the “Board”) is authorized to make two kinds of stock option grants of the common stock (“Stock”) of the Company: (i) grants of incentive Stock Options and (ii) grants of Non-Statutory Stock Options. Stock option grants shall be made subject to the conditions and restrictions set forth in Section 7 of the Plan. in addition, the Board may grant, stock appreciation rights or bonus rights, award bonus grants of Stock, and award other types of stock-based incentives as may be allowable by law. The Board shall specify the action taken with respect to each person given a stock incentive under the Plan, and with respect to options, shall specifically designate each option granted under the Plan as an Incentive Stock Option or a Non-Statutory Stock Option. As used herein, “Board” includes any committee of the Board established to administer the Plan.

3. Administration.

3.1. Board of Directors. The Board shall administer the Plan, and shall determine and designate the persons to whom grants shall be made and the amounts, terms and conditions of such grants, Subject to the provisions of the Plan, the Board may adopt or amend rules and regulations for the administration of the Plan. The interpretation and construction of the Plan by the Board shall be final and conclusive. The Board may delegate to a committee of the Board authority to administer the Plan; provided, that only the Board, and not a committee, may amend or terminate the Plan as provided elsewhere herein. No member of the Board shall vote upon or otherwise participate in any decisions of the Board with respect to the grant of any award under this Plan to that member,

3.2. Stock Valuation. Whenever the operation of the Plan or applicable law requires that the fair market value of the Stock be determined, the fair market value shall be established in accordance with methods chosen by the Board in its discretion and in accordance with its fiduciary duties,

4. Eligibility. Awards may be made under the Plan to officers and key employees of the Company whom the Board believes have made or will make an essential contribution to the Company. in addition, non-employee directors of the Company shall be eligible for Non- Statutory Stock Options and other forms of stock-based compensation, other than Incentive Stock Options as defined in Section 422 of the Internal Revenue Code of 1986.

5. Shares Subject to the Plan, The total number of shares of Stock that may be subject to issuance through an option grant or award under the Plan shall at no time exceed in the aggregate at any one time 30% (thirty percent) of all issued and outstanding shares of Bancorp Stock. If any option under the Plan expires or is canceled or terminated and is unexercised in whole or in part, the shares of Stock allocable to the unexercised portion shall again become available for awards under the Plan. If any option under the Plan is exercised in whole or in part, the number of shares of Stock covered by the exercised portion of the option shall again become available for awards under the Plan, Stock issued under the Plan may be subject to such restrictions on transfer, repurchase rights, or other restrictions as are determined by the Board. The certificates representing such Stock shall include language stating such restrictions as determined by the Board.

6. Prior Plans. The Plan supersedes and replaces the 2001 Stock incentive Plan of Town Center Bank (the “2001 Plan”); provided, that the adoption and approval of the Plan shall not affect grants and awards made under the 2001 Plan or the rights of recipients of grants and awards made thereunder, all of which such prior grants and awards shall be and are deemed affirmed and ratified; and provided further, that in determining the 30% share issuance limit under the Plan, the number of shares of stock, determined as of the date of shareholder approval of the Plan, covered by unexercised stock option grants made under the 2001 Plan shall be included within the 30% limitation.

7. Effective Date and Duration of Plan

7.1. Effective Date. The Plan shall become effective (the “Effective Date”) upon the affirmative vote of a majority of the shareholders of the Company ratifying the adoption of the Plan by the Board. Grants may be made under the Plan at any time after the Effective Date and before termination of the Plan.

7.2. Duration of the Plan. The Plan shall continue in effect until, in the aggregate, options and grants have been awarded and exercised with respect to all Stock subject to the Plan under paragraph 5 (subject to any adjustments under paragraph 14); provided, that the Plan shall terminate no later than ten (10) years from the date the Plan was first approved by the Board of Directors. No grants or awards maybe made after termination. The Board may suspend or terminate the Plan at any time except with respect to options then outstanding under the Plan, Termination shall not affect any right of the Company to repurchase shares or the forfeitability of shares issued under the Plan.

8. Stock Option Grants.

8.1. Power of Board of Directors. The Board may, from time to time, take the following actions, separately or in combination, under the Plan: (i) grant Incentive Stock Options, as defined in Section 422. of the Internal Revenue Code of I 986, as amended (the “Code”); and (ii) grant options other than Incentive Stock Options (hereinafter “Non-Statutory Stock Options”). The Board shall specify the action taken with respect to each person granted an option under the Plan, and shall specifically designate each option granted under the Plan as an Incentive Stock Option or a Non-Statutory Stock Option. All such grants are subject to the restrictions described elsewhere in the Plan.

8.2. General Rules Relating to Grants of Stock Options.

8.2.1 Time of Exercise. Except as provided in paragraph 10, stock options granted under the Plan may be exercised over the period stated in each option in amounts and at times prescribed by the Board and stated in the option, provided that options shall not be exercised for fractional shares, If the optionee does not exercise an option in any period with respect to the full number of shares to which the optionee is entitled in that period, the optionee’s rights shall be cumulative and the optionee may purchase those shares in any subsequent period during the term of the option.

8.2.2 Discretion of Board. Subject to any restrictions under applicable law, the Board shall have the broadest possible discretion to determine the particular terms and conditions of each stock option grant made under the Plan. Such terms and conditions may relate to, without limitation: (I) the vesting of the option over time; (ii) the time of exercise of the option; and (iii) the forfeitability of the option grant upon certain conditions, including termination of employment, In addition, the Company may require, as a condition of the grant, that the grantee shall remain in the employment of the Company for a specified period, and that the grantee shall be bound by post-employment non-competition provisions. All such terms and conditions shall be specified in the written form of grant, which shall be countersigned by the grantee. Nothing in the Plan shall require the Board to make identical stock option grants to employees with the same rank or class within the Company, or to make grants to each member of the same rank or class. Each stock option grant shall contain such terms and conditions as are appropriate to the specific and unique circumstances of each grantee.

8.2.3 Purchase of Shares. Shares may be purchased or acquired pursuant to an option only on receipt by the Company of notice in writing from the optionee of the optionee’s intention to exercise, specifying the number of shares the optionee desires to purchase and the date on which the optionee desires to complete the transaction, which may not be more than 30 days after receipt of the notice, On or before the date specified for completion of the purchase, the optionee must have paid the Company the full purchase price in cash, in shares of Stock previously acquired by the optionee valued at fair market value, or in any combination of cash and shares of Stock. No shares shall be issued until full payment has been made. Each optionee who has exercised an option shall, on notification of the amount due, if any, and prior to or concurrently with delivery of the certificates representing the shares for which the option was exercised, pay to the Company amounts necessary to satisfy any applicable federal, state, and local withholding tax requirements. If additional withholding becomes required beyond any amount deposited before delivery of the certificates, the optionee shall pay such amount to the Company on demand. If the optionee fails to pay the amount demanded, the Company shall have the right to withhold that amount from other amounts payable by the Company to the optionee, including salary, subject to applicable law, The optionee exercising the option shall be solely responsible for payment of federal income taxes and other taxes for which optionee is liable as a result of the exercise.

8.2.4 Vesting. All stock options granted under the Plan shall fully vest on the date of grant, unless the terms of the grant expressly provide otherwise.

8.3. Incentive Stock Options. Incentive Stock Options shall be subject to the following additional terms and conditions:

8.3.1 Limitation on Amount of Grants. No employee may be granted incentive Stock Options under the Plan such that the aggregate fair market value on the date of grant of the Stock with respect to which Incentive Stock Options are exercisable for the first time by that employee during any calendar year, under the Plan and under any other incentive stock option plan (within the meaning of Section 422 of the Code) of the Company or any parent or subsidiary of the Company, exceeds $100,000.

8.3.2 Option Price. The option exercise price per share under each option granted under the Plan shall be determined by the Board, but the option price with respect to an Incentive Stock Option shall be not less than 100 percent of the fair market value of the shares of Stock covered by the option on the date the option is granted.

8.3.3 Duration of Options. Subject to paragraphs 8.3.4 and 10, each option granted under the Plan shall continue in effect for the period fixed by the Board, except that no Incentive Stock Option shall be exercisable after the expiration of 10 years from the date it is granted.

8.3.4 Limitations on Grants to 10 Percent Shareholders. An Incentive Stock Option may be granted under the Plan to an employee of the Company, or of any parent or subsidiary of the Company, possessing more than 10 percent of’ the total combined voting power of all classes of stock of the Company, or of any parent or subsidiary of the Company, only if (i) the option price is at least 110 percent of the fair market value of the Stock subject to the option on the date it is granted, and (ii) the option by its terms is not exercisable after the expiration of five years from the date it is granted.

8.3.5 Limitation on Time of Grant. No Incentive Stock Option may be granted on or after the tenth anniversary of the Effective Date.

8.4. Non-Statutory Stock Options, Non-Statutory Stock Options shall be subject to the following additional terms and conditions:

8.4.1 Option Price. The option exercise price per share for a Non-Statutory Stock Option granted under the Plan shall be determined by the Board, but the option price with respect to a Non-Statutory Stock Option shall be not less than 100 percent of the fair market value of the shares of Stock covered by the option on the date the option is granted.

8.4.2 Duration of Options. Non-Statutory Stock Options granted under the Plan shall continue in effect for the period fixed by the Board exercised. The amount of cash bonus to be awarded and the time such cash bonus is to be paid shall be determined from time to time by the Board.

8.5. Bonus Rights and Stock Purchases. A bonus right granted in connection with Stock purchased hereunder (excluding Stock purchased pursuant to art option) shall terminate and may not be exercised in the event the Stock is repurchased by the Company or forfeited by the holder pursuant to restrictions applicable to the Stock. The amount of cash bonus to be awarded and the time such cash bonus is to be paid shall be determined from time to time by the Board.

9. Nontransferability. Options and other awards granted under the Plan shall be nonassignable and nontransferable by the holder except by will or by the laws of descent and distribution applicable to the holder’s estate, and shall be exercisable during the holder’s lifetime only by the holder.

10. Impact of Termination of Employment on Awards.

10.1. Retirement or General Termination. Unless otherwise determined by the Board, if an employee’s employment by the Company is terminated by retirement or for any reason other than in the circumstances specified in 13.2 below, any option or award held by the employee may be exercised at any time prior to its expiration date or the expiration of 90 days after the date of the termination, whichever is the shorter period, but only if and to the extent the employee was entitled to exercise the option or award on the date of termination. The transfer of an employee by the Company or any parent or subsidiary of the Company to the Company or any parent or subsidiary of the Company shall not be considered a termination for purposes of the Plan.

10.2. Death or Disability. Unless otherwise determined by the Board, if an employee’s employment by the Company is terminated because of death or physical disability (within the meaning of Section 22(e)(3) of the Code), any option or award held by the employee may be exercised at any time prior to its expiration date or the expiration of one year after the date of termination, whichever is the shorter period, for the greater of (a) the number of remaining shares for which the employee was entitled to exercise the option or award on the date of termination or (b) the number of remaining shares for which the employee would have been entitled to exercise the option or awards if such option award had been 50 percent exercisable on the date of termination. If an employee’s employment is terminated by death, any option or award held by the employee shall be exercisable only by the person or persons to whom the employee’s rights under the option or award pass by the employee’s will or by the laws of descent and distribution applicable to the employee’s estate.

10.3. Termination of Unexercised Rights. To the extent an option or other award held by any deceased employee or by any employee whose employment is terminated is not exercised within the limited periods provided above, all further rights to exercise the option or award shall terminate at the expiration of such periods.

11. Adjustments. If the Board determines that an adjustment in the number of shares of Stock subject to outstanding grants of options is required, by reason of a merger,

reorganization or other change, in order to prevent the dilution or enlargement of the benefits, or potential benefits, which the Board intended to be made available under the Plan, the Board shall make appropriate and proportional adjustments in the kind and number of shares as to which stock options may be granted. A corresponding adjustment changing the number and kind of shares of Stock as to which option shares, and the exercise prices per share allocated to the unexercised stock options, or portions thereof, which have been granted prior to any such change shall likewise be made. Any such adjustments made by the Board shall be final. Examples of events which may require no adjustment include, without limitation: (i) the issuance of a stock dividend; (ii) a stock split or reverse stock split; and (iii) a recapitalization, reorganization, merger, consolidation, merger, split-up, spin-off, combination, repurchase, exchange of shares or other corporate transaction or event involving or affecting the Stock. The adjustments which the Board may make include, without limitation: (i) adjusting the number or percentage of shares of Stock with respect to which grants may be made; (ii) adjusting the number of shares of Stock subject to outstanding awards, including issued but unexercised option grants; and (iii) adjusting the exercise price of any issued but unexercised option grants, or where appropriate, providing for a cash payment to the holder of an outstanding grant. No fractional shares of stock shall be issued or made available as a result of such adjustments, and fractional share interests shall be disregarded, although they may be accumulated.

12. Change of Control. Notwithstanding any other provision of the Plan or of the terms of a specific grant to the contrary, on the effective date of any Change of Control of the Company any grant of a Stock option or other award under the Plan which is not vested shall vest immediately and fully. As used herein, “Change of Control” means (i) the acquisition of twenty-five percent (25%) or more of the voting securities of the Company by any person, or persons acting as a group within the meaning of Section 13(d) of the Securities Exchange Act of 1934, or (ii) any such acquisition of a percentage between ten percent (10%) and twenty-five percent (25%) of such voting securities if any of the Board, the Comptroller of the Currency, the Federal Deposit Insurance Corporation or the Federal Reserve Bank have made a determination that such acquisition constitutes or will constitute control of the Company. The term “person” means an individual, corporation, bank, bank holding company, or other entity, but excludes any employee stock ownership plan established for the benefit of employees of the Company or any of its subsidiaries or other affiliates,

13. Amendment of Plan. The Board may at any time amend the Plan to comply with changes in the law or for any other reason. Amendments to the Plan shall not be submitted to the shareholders of the Company for approval except at the discretion of the Board, unless applicable law requires shareholder approval of the amendment or amendments, except that simple majority shareholder approval shall be required to increase the total number of shares of Stock subject to issuance through the exercise of option grants made under the Plan. Except as provided in the Plan, however, no change in an option already granted shall be made without the written consent of the option holder.

14. Approvals. The obligations of the Company under the Plan may be subject to the approval of state and federal authorities or agencies with jurisdiction in the matter. The Company will use its best efforts to take steps required by state or federal law or applicable regulations in connection with any grants made under the Plan. The Company shall not be obligated to issue or deliver shares of Stock under the Plan if the Company is advised by legal counsel that doing so would violate applicable state or federal laws.

15. Employment Rights. Nothing in the Plan or any grant pursuant to the Plan shall confer on a Company employee any right to be continued in the employment of the Company, or shall interfere in any way with the right of the Company to terminate such employee’s employment at any time, with or without cause.

16. Rights as a Shareholder. A holder of an option grant or other award under the Plan shall have no rights as a shareholder with respect to any shares covered by the option or award until the date of issue of a stock certificate to him or her for such shares. Except as otherwise provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date of such stock certificate.

EX-10.2

Exhibit 10.2

EMPLOYEE AGREEMENT FOR RESTRICTED STOCK

AWARD UNDER STOCK INCENTIVE PLAN

Date:

PARTIES: TOWN CENTER BANCORP, an Oregon corporation and bank holding company (“Bancorp”)

and

_________________ an individual (“Employee”)

THIS AGREEMENT awards

_________________________

_____________ shares of

COMMON STOCK

subject to the terms and

conditions set forth below

RECITALS

A. Bancorp has adopted a stock incentive plan known as the Town Center Bancorp 2004 Stock Incentive Plan (the “Plan”) that allows for the award of restricted stock to employees of Bancorp and its affiliates.

B. Employee is now employed by one or more of Bancorp, its banking subsidiary Town Center Bank (“Bank”), or one or more of their affiliates. Bancorp desires to provide an incentive for Employee to remain in such employment, to put forth Employee’s best efforts for Bancorp, and to afford Employee the opportunity to acquire Bancorp common stock so that Employee may have a proprietary interest in Bancorp’s success.

C. The Board has elected to award Employee shares of Bancorp’s common stock subject to the terms and conditions of the Plan and further subject to certain restrictions as set forth in this Agreement (the “Agreement”).

Now, therefore, in consideration of services rendered and to be rendered by Employee to Bancorp and of the agreements set forth below, the parties agree as follows on and effective as of the date first written above:

1. Award of Stock. Subject to the terms and conditions of the Agreement and of the Plan, Bancorp hereby awards to Employee ____________ shares of Bancorp’s common stock (“Shares”). As long as the Shares are subject to the restrictions set forth in this Agreement, such Shares shall be deemed to be, and are referred to in this Agreement as, the “Restricted Shares.”

2. Restrictions. During applicable periods of restriction determined in accordance with Section 4 of this Agreement, Employee’s rights in the Restricted Shares under this Agreement may not be sold, pledged, assigned, exchanged, encumbered, hypothecated, transferred or disposed of in any manner, and shall be subject to the risk of forfeiture contained in Section 3 of this Agreement (such limitations on transferability and risk of forfeiture being herein referred to as “Restrictions’). In addition, Employee shall not have the right to vote or to receive dividends on Restricted Shares.

3. Forfeiture. In the event that Employee’s employment by Bancorp terminates for any reason other than his or her death, retirement or permanent disability, such event shall constitute an event of forfeiture, and that the award of Restricted Shares shall thereupon be forfeited by the Employee to Bancorp without payment of any consideration by Bancorp, and neither Employee nor any successor, heir, assign or personal representative of Employee shall have any right, title or interest in or to such Restricted Shares or the certificates evidencing them.

4. Lapse of Restrictions. The Restrictions on the Restricted Shares awarded under this Agreement shall lapse on the date that is the earlier of: (i) five (5) years from the date of this Agreement; (ii) the date that the Board determines that Employee is permanently disabled; (iii) the date of Employee’s death; (iv) the date that Employee reaches the age of 65, or an earlier date at the discretion of the Board; (v) upon a Change of Control as provided in Section 15 of the Plan.

5. Breaks in Service. The effect of a break in continuous employment by Employee, by reason of an authorized paid or unpaid leave, a medical emergency, a sabbatical, or for any other reason, and the effect of a transfer from full-time employment to part-time employment, on the award made under the Agreement shall be determined by the Board in its sole discretion on a case-by-case basis consistent with applicable law.

6. Internal Transfers. The transfer of Employee by Bancorp to any parent or subsidiary of Bancorp, or by any parent or subsidiary of Bank to any other parent or subsidiary of Bank, shall not be considered a termination of employment under the Agreement.

7. Issuance of Shares. Promptly after the lapse of Restrictions, Bancorp shall issue shares to Employee. Share shall be issued without certificates in accordance with Bancorp’s policies and procedures.

8. Restriction. The award of Restricted Shares is not transferable or assignable by Employee otherwise than by testamentary will or the laws of descent and distribution. No such assignment or transfer, whether voluntary, involuntary, or by operation of law or otherwise, except by testamentary will or the laws of descent and distribution, shall vest in the assignee or transferee any interest or right, but immediately upon any such attempt to assign or transfer, the Agreement shall terminate and be of no force or effect, and the Restricted Shares shall thereupon be automatically forfeited.

9. No Effect on Changes in Corporation’s Capital Structure. The existence of the Restricted Shares shall not affect in any way the right or power of Bancorp or its shareholders to make or authorize any adjustments, recapitalizations, reorganization, or other changes in Bancorp’s capital structure or its business, or any merger or consolidation of Bancorp, or any issue of bonds, debentures, preferred, or preference stocks ahead of or affecting the Restricted Shares, or the dissolution or liquidation of Bancorp, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

10. Adjustment to Shares. The Restricted Shares are shares of common stock as constituted on the date of the Agreement, but in the event of any stock split or payment of a dividend on common stock payable in shares of stock, the shares of Restricted Shares shall be adjusted proportionately. If all the outstanding shares of common stock shall be changed into or exchanged for a different number or class of shares of Bancorp, or of another corporation, through reorganization, recapitalization, stock split-up, combination of shares, merger, consolidation, or otherwise, then there shall be substituted for each share of Restricted Shares the number and class of shares into which each outstanding share of common stock shall be so exchanged. In connection with any adjustment under this Section 10 resulting in a fractional share interest, such interest shall be disregarded, and no fractional shares shall be recognized or issued.

11. Compliance. If the Board at any time determines that registration or qualification of the Restricted Shares under state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable, then the Restricted Shares may not be issued to Employee, in whole or in part, until such registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Board.

12. Investment Interest. If required by Bancorp, Employee shall enter into an agreement with Bancorp in form satisfactory to counsel for Bancorp by which Employee (i) shall represent that the Shares covered by the Agreement shall be held for Employee’s own account for investment and not with a view to, or for sale in connection with, any resale or distribution of such shares, and (ii) shall agree that, if Employee should decide to sell, transfer, or otherwise dispose of any of any Shares, Employee may do so only if the shares are registered under the Securities Act of 1933 and the Oregon Securities Law, unless, in the opinion of counsel for Bancorp, such registration is not required.

13. Additional Covenants. The following provisions shall apply and be binding on Employee following Employee’s termination of employment under all circumstances, whether termination occurred with cause, without cause, following illness or disability, because of a change of control, or for any other reason:

13.1. Employee shall fully cooperate in the defense or prosecution of any litigation arising from or relating to matters about which Employee has knowledge based on his employment or other work, paid or unpaid, for Bancorp. To the extent allowed by law Employee shall receive reasonable compensation in connection with his performance under this Section 13.1;

13.2. Employee shall at all times keep all confidential and proprietary information gained from his employment by Bancorp, or from other previous, present or subsequent paid or unpaid work for Bancorp, in strictest confidence, and will not disclose or otherwise disseminate such information to anyone, other than to employees of Bancorp, except as may be required by law, regulation or subpoena; and

13.3. Employee shall not take or use for any purpose confidential or proprietary information of Bancorp, including without limitation customer or potential customer lists and trade secrets.

14. Tax Matters. Employee shall have no tax obligation entering into this Agreement unless Employee makes a timely and valid election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) to realize ordinary taxable income in respect of the award of the Restricted Shares. Employee shall immediately notify Bancorp in writing of such election. Employee recognizes that there are potential risks and complex considerations involved in deciding whether or not to make such an election, and acknowledges and agrees that (i) Employee has received no advice or recommendations from Bancorp concerning the election; (ii) Employee shall have sole responsibility for making the decision whether or not to elect; (iii) Employee shall, in his or her discretion, consult with Employee’s own tax and other advisers concerning the election; (iv) Employee shall indemnify and hold Bancorp harmless from any and all consequences of the election decision. Employee further acknowledges and agrees that he or she will recognize taxable income as a result of the award of the Restricted Shares, the timing of which shall be dependent on whether or not a valid Section 83(b) is made. Whether or not Employee makes a timely and valid Code Section 83(b) election, Employee shall pay to Bancorp upon request an amount equal to the taxes Bancorp determines it is required to withhold under applicable tax law with respect to the award of the Restricted Shares.

15. Miscellaneous Provisions.

15.1. Violation. Any provision of the Agreement to the contrary notwithstanding, the Shares shall not be issued if the issuance and delivery of the Shares would violate any law or regulation.

15.2. Disputes. Any dispute or disagreement that may arise under or as a result of the Agreement, or any question as to the interpretation of the Agreement or the Plan, shall be determined by the Board in its absolute and uncontrolled discretion, and any such determination shall be final, binding, and conclusive on all affected persons.

15.3. Notices. Any notice that a party may be required or permitted to give to the other shall be in writing, and may be delivered personally or by certified or registered mail, postage prepaid, addressed as follows: (1) to Bancorp at 10413 SE 82^nd, Portland, Oregon 97086, or such other address as Bancorp, by notice to Employee, may designate in writing from time to time; (2) to Employee, at Employee’s address as shown in Employee’s personnel file maintained by Bancorp, or at such other address as Employee, by notice to Bancorp, may designate in writing from time to time.

15.4. Recitals; Law; Amendment; Captions. Each and every portion of the Agreement is contractual and not a mere recital, and all recitals shall be deemed incorporated into the Agreement and made a part thereof. The Agreement shall be governed by and interpreted according to Oregon law and any applicable federal law. The Agreement may not be amended except by a subsequent written agreement signed by all parties hereto. All captions, titles and headings in the Agreement are for convenience only, and shall not be construed to limit any term of the Agreement.

15.5. Prior Agreements. The Agreement contains the entire understanding and agreement of the parties with respect to the parties’ relationship, and all prior negotiations, discussions or understandings, oral or written, are hereby integrated herein. No prior negotiations, discussions or agreements not contained herein or in such documents shall be binding or enforceable against the parties.

15.6. Counterparts. The Agreement may be signed in several counterparts. The signature of one party on any counterpart shall bind such party just as if all parties had signed that counterpart. Each counterpart shall be considered an original. All counterparts of the Agreement shall together constitute one original document.

15.7. Scope of Agreement - No Contract of Employment. The Agreement shall not be deemed to constitute a contract of employment between the parties, and no provision herein shall restrict Bancorp’s right to terminate Employee’s employment or restrict Employee’s right to terminate his employment by Bancorp.

15.8. Successors and Assigns. All rights and duties of Bancorp under the Agreement shall be binding on and inure to the benefit of its successors and assigns, including without limitation any person or entity which acquires a controlling interest in Bancorp and any person or entity which acquires all or substantially all of its. Bancorp and any such successor or assign shall be and remain jointly and severally liable to Employee under the Agreement.

15.9. Assignability. Employee’s rights and interests in or under the Agreement may not be assigned or transferred other than by a will, by the laws of descent and distribution, or as otherwise provided in the Agreement. Any purported transfer or assignment in violation of this Section shall be void.

15.10. Enforcement. The Agreement shall inure to the benefit of and be enforceable by Employee’s beneficiary, estate or legal representative. As used in the Agreement, “beneficiary” shall mean any person or entity, including a trust, which has been designated by Employee as Employee’s beneficiary in writing.

15.11. Shareholders’ Repurchase Agreement. At the time of any issuance or delivery of Shares hereunder, Employee shall enter into and agree to be bound by any agreement in force at the time of such issuance or delivery among Bancorp and its shareholders, if any such agreement is at that time in existence, relating to the repurchase by Bancorp of its outstanding shares of stock in certain circumstances.

15.12. Waiver. Any waiver by any party hereto of any provision of the Agreement, or of any breach thereof, shall not constitute a waiver of any other provision or of any other breach. If any provision, paragraph or subparagraph herein shall be deemed invalid, illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions, paragraphs and subparagraphs shall not be affected.

15.13. Effective Date; Agreement Subject to Plan; Conflicts. The Agreement shall be effective and binding upon the parties as of and from and after the date first written above until its expiration or termination as provided herein or in accordance with the Plan. All terms of the Agreement are subject to the provisions of the Plan, and Employee agrees to be bound by the terms of the Plan, as amended from time to time, each term and provision of which shall be deemed incorporated herein by this reference. In the event of a conflict between the terms of the Agreement and the terms of the Plan, the terms of the Plan shall control.

15.14. Employee Handbook. Employee agrees to be bound by the terms and conditions of any employee handbook of Bancorp or its affiliates as may be in effect from time to time, except that in the event of a conflict between such employee handbook and the Agreement, the Agreement shall control.

15.15. Definitions. As used herein: (i) “Bancorp” means and includes any parent corporation, subsidiary and other affiliates of Bancorp, including Bank, unless the context requires otherwise; and (ii) “Board” includes any committee of the Board of Directors of Bancorp established to administer the Plan.

15.16. Survival. All covenants herein shall survive the vesting of the award of Restricted Shares and the issuance of Shares to Employee.

		EMPLOYEE
Name:		Name:
Title:	President & Chief Executive Officer

ACKNOWLEDGMENT OF RECEIPT OF PLAN

The undersigned hereby acknowledges receipt of a copy of the 2004 Stock Incentive Plan of Bancorp.

EMPLOYEE

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the consolidated financial statements of Columbia Banking System, Inc. and management’s report on the effectiveness of internal control over financial reporting dated March 1, 2007, appearing in the Annual Report on Form 10-K of Columbia Banking System, Inc. for the year ended December 31, 2006.

/s/ Deloitte & Touche LLP

Seattle, Washington

August 6, 2007