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EXHIBIT 99.2
CERTIFICATION
OF
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of Section 111(b)(4) of the Emergency Economic Stabilization Act of 2008 (“EESA”), and 31 CFR Part 30.15, I, Gary R. Schminkey, Executive Vice President and Chief Financial Officer of Columbia Banking System, Inc. (“Columbia”), certify, based on my knowledge, that:
| (i) | The compensation committee of Columbia has discussed, reviewed, and evaluated with senior risk officers at least every six months during any part of the most recently completed fiscal year that was a TARP period, senior executive officer (SEO) compensation plans and employee compensation plans and risks these plans pose to Columbia, except that due to a postponement of a regularly scheduled committee meeting, there was one interval of approximately seven months; |
| (ii) | The compensation committee of Columbia has identified and limited during any part of the most recently completed fiscal year that was a TARP period any features of the SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Columbia and has identified any features of the employee compensation plans that pose risks to Columbia and has limited those features to ensure that Columbia is not unnecessarily exposed to risks; |
| (iii) | The compensation committee has reviewed, at least every six months during any part of the most recently completed fiscal year that was a TARP period, the terms of each employee compensation plan and identified any features of the plan that could encourage the manipulation of reported earnings of Columbia to enhance the compensation of an employee, and has limited any such features, except that due to a postponement of a regularly scheduled committee meeting, there was one interval of approximately seven months; |
| (iv) | The compensation committee of Columbia will certify to the reviews of the SEO compensation plans and employee compensation plans required under (i) and (iii) above; |
| (v) | The compensation committee of Columbia will provide a narrative description of how it limited during any part of the most recently completed fiscal year that included a TARP period the features in |
(A) SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Columbia;
(B) Employee compensation plans that unnecessarily expose Columbia to risks; and
(C) Employee compensation plans that could encourage the manipulation of reported earnings of Columbia to enhance the compensation of an employee;
| (vi) | Columbia has required that bonus payments to the SEOs and any of the next twenty most highly compensated employees, as defined in the regulations and guidance established under section 111 of EESA (bonus payments) be subject to a recovery or “clawback” provision during any part of the most recently completed fiscal year that was a TARP period if the bonus payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria; |
| (vii) | Columbia has prohibited any golden parachute payment, as defined in the regulations and guidance established under section 111 of EESA, to a SEO or any of the next five most highly compensated employees during any part of the most recently completed fiscal year that was a TARP period; |
| (viii) | Columbia has limited bonus payments to its applicable employees in accordance with section 111 of EESA and the regulations and guidance established thereunder during any part of the most recently completed fiscal year that was a TARP period; |
| (ix) | Columbia and its employees have complied with the excessive or luxury expenditures policy, as defined in the regulations and guidance established under section 111 of EESA, during any part of the most recently completed fiscal year that was a TARP period; and any expenses that, pursuant to the policy, required approval of the board of directors, a committee of the board of directors, an SEO, or an executive officer with a similar level of responsibility were properly approved; |
| (x) | Columbia will permit a non-binding shareholder resolution in compliance with any applicable Federal securities rules and regulations on the disclosures provided under the Federal securities laws related to SEO compensation paid or accrued during any part of the most recently completed fiscal year that was a TARP period; |
| (xi) | Columbia will disclose the amount, nature, and justification for the offering, during any part of the most recently completed fiscal year that was a TARP period, of any perquisites, as defined in the regulations and guidance established under section 111 of EESA, whose total value exceeds $25,000 for any employee who is subject to the bonus payment limitations identified in paragraph (viii); |
| (xii) | Columbia will disclose whether Columbia, the board of directors of Columbia, or the compensation committee of Columbia has engaged during any part of the most recently completed fiscal year that was a TARP period a compensation consultant; and the services the compensation consultant or any affiliate of the compensation consultant provided during this period; |
| (xiii) | Columbia has prohibited the payment of any gross-ups, as defined in the regulations and guidance established under section 111 of EESA, to the SEOs and the next twenty most highly compensated employees during any part of the most recently completed fiscal year that was a TARP period; |
| (xiv) | Columbia has substantially complied with all other requirements related to employee compensation that are provided in the agreement between Columbia and Treasury, including any amendments; |
| (xv) | Columbia has submitted to Treasury a complete and accurate list of the SEOs and the twenty next most highly compensated employees for the current fiscal year, with the non-SEOs ranked in descending order of level of annual compensation, with the name, title, and employer of each SEO and most highly compensated employee identified; and |
| (xvi) | I understand that a knowing and willful false or fraudulent statement made in connection with this certification may be punished by fine, imprisonment, or both. |
Date: February 28, 2011
| /S/ GARY R. SCHMINKEY |
| Gary R. Schminkey Executive Vice President and Chief Financial Officer |