Approval of Incentive Compensation Guidelines

On January 20, 2010, the Compensation Committee of the Board of Directors of CoBiz Financial Inc. (the "Company") approved the guidelines that will be used to determine the amount of incentive compensation that may be paid with respect to the 2010 fiscal year to the Company's named executive officers as well as certain other employees who are viewed as having an opportunity to directly and substantially contribute to the achievement of the Company's short-term and long-term objectives. Under these guidelines, incentive compensation is determined based on (1) a target cash incentive which is a percentage of an individual employee's salary and (2) a target restricted stock incentive which is a percentage of an individual employee's salary and is subject to a future vesting schedule. Incentive compensation paid to participants is calculated based on both individual and Company performance. No portion of the Company performance component will be payable unless the Company achieves profitability for the year, as measured by Return on Assets.

The annual range of incentive awards and the weighting of individual versus Company performance in calculating those awards for the Company's named executive officers, including the Company's principal executive officer and principal financial officer, are as set forth below:

Name and Title                                                                 % of Overall      % of Overall
(of Company unless              Range of Cash         Range of Long-Term       Award Based       Award Based
otherwise                           Award                 Stock Award         on Individual       on Company
indicated)                  (% of Base Salary)(1)    (% of Base Salary)(2)    Performance(3)    Performance(4)
Steven Bangert                               0-60 %                  0-100 %              50 %              50 %
Chairman of the Board
and Chief Executive
Officer

Jonathan C. Lorenz                           0-60 %                  0-100 %              50 %              50 %
Chief Executive Officer
of CoBiz Bank

Lyne B. Andrich                              0-60 %                  0-100 %              50 %              50 %
Executive Vice President
and Chief Financial
Officer

Richard J. Dalton                            0-60 %                  0-100 %              40 %              60 %
Executive Vice President
and Chief Operations
Officer

Robert B. Ostertag                           0-40 %                   0-60 %           20-25 %           75-80 %

Executive Vice President and Chief Credit Officer of CoBiz Bank

(2) Any stock granted will be subject to a three year vesting schedule. In addition, no stock awards will be made to the extent such awards would be prohibited by Section 111(b) of EESA, as implemented by any guidance or regulation thereunder.

(3) Individual performance is discretionary based on individual and team accomplishments, recent and expected financial trends, market trends and other qualitative considerations determined by the Compensation Committee.

(4) Company performance is determined based on how actual results compare to the following performance measures of the Company: (1) Core Earnings per Share Growth; (2) Noninterest Income/Operating Revenue; (3) Return on Average Tangible Equity; and (4) Stock Price Growth. With respect to Mr. Ostertag, Company performance will include a separate analysis of the performance of the Company's Commercial Banking operating segment. At the end of the fiscal year, each of these financial metrics will be compared against the same metrics of other banking and financial services organizations in the Western region with assets of $1 billion to $10 billion, as reported by SNL Securities. The percentage of the Company performance portion of the award that is earned will then be based on a sliding scale depending on the quartile achieved by the Company with respect to each of the relevant performance metrics. There will then be a further sliding scale adjustment to the Company performance portion of the award based on the profitability of the Company, as measured by Return on Assets. To the extent that the Company's Return on Assets is 0.25% or below, then there will not be a Company performance portion of the award.

The Compensation Committee has the authority under the incentive compensation guidelines to adjust any goal with respect to any recipient of an incentive compensation award. These decisions are subjective and based generally on a review of the circumstances affecting results to determine if any events were unusual or unforeseen. In addition, the Compensation Committee may at any time amend or rescind these incentive compensation guidelines.