SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

FirstBank NW Corp

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

33762X106

(CUSIP Number)

Matthew S. Topham, Esq.

Preston Gates & Ellis LLP

925 Fourth Avenue, Suite 2900

Seattle, WA  98104

(206) 623-7580

Jeffery D. Gow

11624 S.E. 5th Street, Suite 200

Bellevue, WA  98005

(425) 586-7700

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 20, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 33762X106
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Crescent Capital VI, L.L.C.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC, OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization State of Washington
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 539,492*
			8.	Shared Voting Power  0
			9.	Sole Dispositive Power  539,492*
			10.	Shared Dispositive Power  0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  539,492*
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11)  9.1%**
	14.	Type of Reporting Person (See Instructions) OO

* Crescent Capital VI, L.L.C., a Washington limited liability company (“Crescent”), owns 539,492 shares of the Issuer’s Common Stock and Steve Wasson, a member of Crescent, individually owns 200 shares of the Issuer’s Common Stock.  Crescent and Mr. Wasson may be deemed to be a group for purposes of this filing.  Crescent does not have any voting or dispositive power over Mr. Wasson’s shares and hereby disclaims beneficial ownership of the shares owned by Mr. Wasson.

** The calculation is based on a total of 5,916,380 shares of Common Stock outstanding as calculated by taking the total of 2,958,190 shares of Common Stock outstanding as of January 31, 2006, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on February 13, 2006, and giving effect to the two-for-one stock split at the close of business on February 9, 2006.

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CUSIP No. 33762X106
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Jeffery D. Gow
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC, OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 539,492*
			8.	Shared Voting Power  0
			9.	Sole Dispositive Power  539,492*
			10.	Shared Dispositive Power  0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  539,492*
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11)  9.1%**
	14.	Type of Reporting Person (See Instructions) IN

*  Crescent Capital VI, L.L.C., a Washington limited liability company (“Crescent”), owns 539,492 shares of the Issuer’s Common Stock.  As the managing member of Crescent, Jeffery Gow may be deemed to beneficially own the shares owned by Crescent.  Steve Wasson, a member of Crescent, individually owns 200 shares of the Issuer’s Common Stock.  Crescent and Mr. Wasson may be deemed to be a group for purposes of this filing.  Mr. Gow does not have any voting or dispositive power over Mr. Wasson’s shares and hereby disclaims beneficial ownership of the shares owned by Mr. Wasson.

** The calculation is based on a total of 5,916,380 shares of Common Stock outstanding as calculated by taking the total of 2,958,190 shares of Common Stock outstanding as of January 31, 2006, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on February 13, 2006, and giving effect to the two-for-one stock split at the close of business on February 9, 2006.

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CUSIP No. 33762X106
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Steve Wasson
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) PF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 200*
			8.	Shared Voting Power  0
			9.	Sole Dispositive Power  200*
			10.	Shared Dispositive Power  0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  200*
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11)  0.0%**
	14.	Type of Reporting Person (See Instructions) IN

*  Crescent Capital VI, L.L.C., a Washington limited liability company (“Crescent”), owns 539,492 shares of the Issuer’s Common Stock and Steve Wasson, a member of Crescent, individually owns 200 shares of the Issuer’s Common Stock.  Crescent and Mr. Wasson may be deemed to be a group for purposes of this filing.  Mr. Wasson does not have any voting or dispositive power over Crescent’s shares.

** The calculation is based on a total of 5,916,380 shares of Common Stock outstanding as calculated by taking the total of 2,958,190 shares of Common Stock outstanding as of January 31, 2006, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on February 13, 2006, and giving effect to the two-for-one stock split at the close of business on February 9, 2006.

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Explanatory Note

This Amendment No. 5 to Schedule 13D (“Amendment”) relates to shares of Common Stock, par value $0.01 per share (“Common Stock”), of FirstBank NW Corp., a Washington corporation (the “Issuer”).  This statement is being filed by Crescent Capital VI, L.L.C., a limited liability company organized under the laws of the State of Washington (“Crescent”), Jeffery D. Gow, an individual (“Gow”), and Steve Wasson, an individual (“Wasson”).  Crescent, Gow and Wasson are hereinafter sometimes referred to together as the “Reporting Persons”.  This Amendment is filed to amend and supplement the Items set forth below of the Reporting Persons’ Amendment Nos. 3 and 4 to Schedule 13D previously filed with the Securities and Exchange Commission.

Item 4.	Purpose of Transaction
On February 1, 2006, Crescent delivered a written offer  (the “Offer”) addressed to the board of directors of the Issuer to acquire for cash all of the outstanding shares of Common Stock of the Issuer that Crescent does not already own at a pre-stock split price of $38.15 per share (the “Transaction”).  On February 16, 2006, Crescent delivered a letter addressed to the board of directors of the Issuer informing the Issuer that Crescent has obtained firm commitments to fund 100% of the equity financing needed to complete the Transaction and that, taking into account the effectiveness of the Issuer's recent 100% stock split, the as-adjusted price per share of the Offer is $19.075.
On February 24, 2006, the Issuer delivered a letter to Crescent requesting additional information with respect to the Offer, a copy of which is attached hereto as Exhibit 99.10. On March 6, 2006, Crescent delivered to the Issuer’s board of directors a letter addressing the fundamental points raised in the Issuer’s February 24th letter and requesting a meeting to discuss the Offer.  A copy of this letter is attached hereto as Exhibit 99.11.  On March 29, 2006, Crescent delivered a letter to Steve Cox, Chairman of the Issuer’s board of directors, providing additional information regarding the Offer and requesting a meeting with the members of the Issuer’s board of directors reviewing the offer and certain of the Issuer’s advisors.  A copy of this letter is attached hereto as Exhibit 99.12. On April 6, 2006, Crescent and its advisors made a presentation (the “Presentation”) regarding Crescent and the Offer to members of the Issuer’s board of directors reviewing the offer and certain of the Issuer’s advisors, and provided an opportunity for them to ask questions regarding the Offer.   A copy of the Presentation is attached hereto as Exhibit 99.13.
On April 20, 2006, Crescent delivered a letter to Clyde Conklin, the Issuer’s President and Chief Executive Officer, questioning why after more than 10 weeks from the time Crescent submitted the Offer it still has not received clear explanation of the process through which the Offer will be evaluated.  A copy of the letter is attached hereto as Exhibit 99.14.  In the letter, Crescent stated that because Crescent announced its plans to replace or reassign certain members of the Issuer’s senior management, Crescent believes those directors who are also members of the Issuer’s management are inherently conflicted in evaluating the Offer and, therefore, Crescent believes that the Offer should be analyzed by a committee of independent directors, advised by separate counsel and a financial advisor.  Crescent further stated in the letter that Crescent is willing to enter into negotiations concerning increasing its offer price under the following conditions:  (1) the Issuer forms a committee of independent directors, advised by independent counsel and a financial advisor, to negotiate with Crescent; (2) the Issuer provides Crescent the due diligence information that Crescent requests; and (3) the new independent committee provides Crescent with a realistic timetable for a formal response to the Offer, and undertakes a process through which Crescent may negotiate a transaction, including definitive documentation.
The information set forth in response to this Item 4 is qualified in its entirety by reference to the Exhibits attached hereto.
Item 7.	Material to Be Filed as Exhibits

Exhibit No.	Description
99.1	Name, business address and present principal occupation of each executive officer or person controlling Crescent Capital VI, L.L.C. (incorporated herein by reference to Exhibit 1 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on February 1, 2006)
99.2	Form of Salomon Smith Barney Client Agreement (incorporated herein by reference to Exhibit 2 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on January 22, 2004)

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99.3	Letter delivered by Crescent Capital to Issuer on February 1, 2006 (incorporated herein by reference to Exhibit 3 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on February 1, 2006)
99.4	Joint Filing Agreement dated February 1, 2006 (incorporated herein by reference to Exhibit 7 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on February 1, 2006)
99.5	List of Investors (incorporated herein by reference to Exhibit 8 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on February 21, 2006)
99.6	New Term Sheet (incorporated herein by reference to Exhibit 9 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on February 21, 2006)
99.7	Post-Closing Charter Summary (incorporated herein by reference to Exhibit 10 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on February 21, 2006)
99.8	New Form of Financing Commitment Letter (incorporated herein by reference to Exhibit 11 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on February 21, 2006)
99.9	Letter delivered by Crescent Capital to Issuer on February 16, 2006 (incorporated herein by reference to Exhibit 12 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on February 21, 2006)
99.10	Letter delivered by Issuer to Crescent Capital on February 24, 2006
99.11	Letter delivered by Crescent Capital to Issuer on March 6, 2006
99.12	Letter delivered by Crescent Capital to Issuer on March 29, 2006
99.13	Presentation by Crescent Capital to Issuer on April 6, 2006
99.14	Letter delivered by Crescent Capital to Issuer on April 20, 2006

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Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 24, 2006	Crescent Capital VI, L.L.C.
	By:	/s/ Jeffery D. Gow
	Name: Jeffery D. Gow
	Title: Managing Member
	/s/ Jeffery D. Gow
	Jeffery D. Gow
	/s/ Steve Wasson
	Steve Wasson

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EX-99.10

Exhibit 99.10

[FirstBank NW Corp letterhead]

February 24, 2006

Mr. Jeffrey D. Gow

Managing Director

Crescent Capital VI, L.L.C.

11624 SE Fifth Street, Suite 200

Bellevue, Washington  98005

Dear Mr. Gow:

This letter is to acknowledge receipt of the February 1, 2006 letter of intent (“Letter”) from Crescent Capital VI, L.L.C. (“Crescent”) and the amendments to the Schedule 13D filed on February 1, 2006 and February 21, 2006 with the Securities and Exchange Commission, which include a proposal for the acquisition of all of the common stock of FirstBank NW Corp. (“FirstBank”) by Crescent (“Transaction”). We have preliminarily reviewed these materials and specifically those materials relative to the Transaction, including the Letter, the Crescent-FirstBank Term Sheet (“Term Sheet”) and the Summary of Terms and Charter After Closing. In connection with our review, we have a number of questions and concerns in connection with the proposed Transaction regarding the structure, financing, regulatory matters and proposed investors. In order to complete our analysis of the Transaction, we will need you to respond to each of these questions and concerns, which are more completely set forth below. Capitalized terms used herein have the same definition as in the Amended Schedule 13D unless otherwise indicated.

As the questions below indicate, FirstBank and its advisers are concerned that the Transaction presents numerous regulatory issues, some of which may be insurmountable. In this regard, we need assurance that the OTS will not delay the application because of these issues and that regulatory approval on the Transaction, as proposed, will be likely.

I.Structure.

A.Identification and description of the acquisition vehicle:

i.State of incorporation.

ii.Type of corporation - C, S or LLC.

iii.Bank holding company or thrift holding company.

iv.Initial capitalization.

v.Ownership.

vi.Board of directors.

vii.Officers.

viii.Timing of formation.

B.Indicate if the Transaction involves a charter conversion of FirstBank Northwest (“Bank”) and any anticipated regulatory issues with such a conversion. At the time of closing, who will be the primary regulators of the holding company and the Bank?

C.Please indicate whether, after the closing of the Transaction, the composition of the holding company board and the Bank board will be the same.

D.Please provide a description and proposed form of the agreements between Crescent and the proposed shareholders including but not limited to the subscription agreements referred to in the Term Sheet.

II.Financing.

A.Additional information is needed on the proposed Financial Investors, including;

i.Describe the current relationship and transactions between Crescent (and Messrs. Gow and Wasson) and the Financial Investors.

ii.Please indicate if the Office of Thrift Supervision (“OTS”) has been asked to review a request from either Financial Investor for confirmation that they will be regarded as passive non-controlling investors and not as savings and loan holding companies.

iii.In the event one or both of the Financial Investors withdraw their commitment because, for example, the OTS does not confirm No. ii above, then what are the contingency plans to identify replacement investors?

iv.Please indicate if the FirstBank shareholders will be compensated for extraordinary delays attributable to the Financial Investors withdrawal and search for new investors.

v.Please indicate if the OTS will be asked to review the same request from the replacement investors as set forth in Item No. ii.

vi.Please indicate if the replacement investors will be provided the same Put Rights.

vii.Please indicate the expected timing of the filing of rebuttal of control agreements and negotiations with the OTS by the Financial Investors.

viii.Please indicate the expected timing of the review of the Financial Investor’s fund documents for violations.

ix.Please indicate what is the expected timing of the review of the tax situation (pursuant to Internal Revenue Code sections 512 and 501) by the Financial Investors.

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x.Please indicate if the Financial Investors wi1l be directors of either FirstBank or the Bank, or both, given that 20% ownership appears to entitle such shareholders to a board seat.

xi.If the Financial Investors are directors, will they be entitled to board fees in addition to the monitoring fees?

B.Please indicate if the Financial Investors and Other Investors listed in Exhibit 8 to the Schedule 13D filed on February 21, 2006 are the true owners. For example, if the Financial Investors and Other Investors are not purchasing the shares in their individual capacity or are not the beneficial owners and are purchasing on behalf of other investors, please provide information on the legal and beneficial owners.

C.Please provide additional information on the proposed Trust Preferred Securities (“TPS”) issuance:

i.Will the newly formed entity issue TPS prior to acquiring FirstBank?

ii.Have the regulators given a preliminary non-objection to using TPS as acquisition financing?

iii.Is there a commitment from an investment banker regarding the issuance?

iv.Please describe the anticipated terms of the TPS, including but not limited to:

1.Fixed vs. floating rate.

2.Anticipated initial interest rate.

3.Index if a floating rate.

4.Margin above index?

5.Public, private placement or pooled offering.

6.Anticipated purchaser(s) if a private placement.

v.If the TPS is to be issued by FirstBank. and there is a delay in completing the TPS offering, will that cause a delay in the closing of the Transaction’?

vi.What is the anticipated percent of TPS to consolidated tangible equity upon closing?

D.Please indicate the source of funds for Crescent to purchase an additional $25 to $35 mi1lion (the Crescent Capital New Money Investment). Will this additional equity be financed through the current margin account with Smith Barney?

E.Please indicate how much total debt will be incurred to fund the Transaction and the sources

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of the funds, interest rates, terms and conditions, and Crescent’s ability to complete the transaction.

F.In addition to the TPS referred to above, please provide a copy of any additional funding commitment letters, which set forth the financing terms, including debt and trust preferred securities and any debt to be funded by proposed shareholders.

G.Please indicate Crescent’s ability to fund other contractual obligations that are triggered by the proposed Transaction in connection with a change of control such as ESOP, stock options, supplemental retirement plans, employment agreements, severance agreements, salary continuation agreements, employee severance plan, etc.

H.What is the anticipated proportion of debt and trust preferred securities to tangible equity on a pro forma consolidated basis?

I.Please provide additional information on the Put feature, including but not limited to;

i.Why the Financial Investors are entitled to Put Rights and the other shareholders are not.

ii.Please indicate if the Put Rights are all or nothing, or will the Financial Investors be permitted to put back a portion of their shares?

iii.Please describe how the Put Right is funded.

iv.Please indicate if the Put Rights are exercisable if completing the purchase of the shares results in a capital deficiency for the Bank with respect to the regulatory capital requirements.

v.Please indicate if it is anticipated that prior regulatory approval will be required in order for the Financial Investors to exercise their Put Rights.

vi.Please indicate how the 20% interest rate was selected for the breach of the obligation pursuant to the Put Right.

vii.Please distinguish the 20% interest rate from junk bond interest rates and required returns by venture capitalists.

viii.Please provide information regarding other bank and thrift acquisitions that have been financed in the manner proposed by the Financial Investors, including the Put Rights and the breaching provision related to the 20% interest rate.

ix.Please clarify the following: “Crescent Capital’s put obligation will be secured by a pledge of all of Crescent Capital’s stock in FirstBank.”

x.Please clarify the terms of the valuation formula for purposes of repurchasing the shares subject to the Put Right:

1.What is the period for the comparable transactions?

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2.Are there other selection criteria for the comparable transactions?

3.Will price-to-tangible book be considered, since the acquisition of FirstBank will create goodwill and other intangible assets?

4.Will price-to-earnings incorporate trailing 12 month earnings or forward earnings estimates? Will earnings be as reported or adjusted for non-recurring gains and losses, amortization of intangible assets and/or extraordinary items? Will earnings be adjusted for preferred stock dividends, if any?

xi.Please indicate who will pay for the appraisal if one or either party elects appraisal rights.

xii.Please indicate who the arbitrator will be in the event that, even after each party obtains an appraisal to determine the purchase price there is no agreement and neither party is willing to concede.

xiii.Please indicate if the Financial Investors will be able to sell their shares rather than exercising their Put Rights.

xiv.Please provide a copy of any buy/sell or voting agreement of which Crescent, the Financial Investors or the Other Investors will be a party.

xv.Please provide information on the ability of all the Other Investors to sell their shares to other investors or to unrelated third party shareholders.

xvi.Please indicate if any of the Other Investors will have Put Rights.

xvii.Please indicate if the Other Investors will have the right to dissent from the exercise of the Put Rights, such as through an objection to the Valuation.

J.Please provide additional information on the IPO, including, but not limited to:

i.A description of the anticipated characteristics of the IPO.

ii.Timing.

iii.Pricing.

iv.Size.

v.Class of common shares.

vi.Contingency plans in the event the offering size or timing are different than anticipated.

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K.Expenses

i.Please provide examples of other bank and thrift acquisition transactions in which the acquired bank or thrift has reimbursed investors for their transaction costs, particularly with respect to large investors such as the Financial Investors.

ii.Please indicate how the amount of $450,000 maximum was determined.

iii.Please indicate if Crescent’s costs and expenses during 2005 include costs to purchase shares of common stock, including, but not limited to securities filings (Schedule 13Ds) and the purchase price of the shares.

iv.Please indicate what Crescent’s costs were during 2005 and the anticipated costs during 2006 through the closing of the Transaction.

v.With respect to Item iv, please indicate if Crescent’s anticipated 2006 costs include the purchase of the additional shares.

vi.Please provide examples of other bank and thrift acquisitions in which there has been a payment of a monitoring fee to shareholders, such as that proposed for the Financial Investors.

vii.Please describe how the $100,000 monitoring fee was determined. What services will the Financial Investors provide to FirstBank in connection with the monitoring fee to be paid?

viii.Please differentiate the $100,000 monitoring fee from effectively paying a dividend, when there appears to be a restriction on the payment of dividends.

ix.Please describe how the transaction related costs and expenses impact the pro forma regulatory capital subsequent to the completion of the Transaction and the ability to finance the Transaction.

III.Regulatory Matters.

A.Provide more detail on the three year business plan on a post-acquisition basis in terms of:

i.Growth.

ii.Compliance with regulatory capital requirements at the Bank level, and, if appropriate, at the holding company level after all pro forma adjustments including but not limited to purchase accounting and the costs and expenses of the Transaction.

iii.Lines of business outside of current lines provided by FirstBank, and related volumes, underwriting criteria, pricing, funding sources, management and staff expertise.

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iv.Markets served outside of current branches and loan production offices of FirstBank, geographically and customer types.

v.Description of special niche businesses and their compliance with regulatory requirements.

vi.Information on additional offices - branches, loan offices, administrative offices, other financial services - including location, owned vs. leased, investment required, staffing of new offices, and annual operating budget.

vii.Description of additional executive and senior management required for new business lines, markets, etc.

viii.Additional securities offerings - timing, type, amount, and features.

ix.Anticipated profitability.

B.If, as the Letter indicates, there are plans to expand the products, services and geographic scope of FirstBank’s operations, please indicate how these proposed activities will be funded and the impact on the regulatory capital ratios.

C.Please indicate what assurances have been obtained from the OTS for approval of the Transaction:

i.Has Crescent and the Financial Investors met with the OTS to obtain a preliminary “nonobjection” to the Financial Investor group, the Crescent group, the financing, structure and corporate governance with respect to the Transaction?

ii.As a result of the Put Right and monitoring fee, will the $40.3 million equity financing from the Financial Investors be characterized by the accountants or the regulators as a debt instrument?

iii.Have you discussed with OTS the identity of the Financial Investors and their level of ownership and anticipated board representation?

iv.Confirm that the securities to be purchased by the Financial Investors are the same class of common stock to be purchased by the Other Investors.

v.Will the purchase price of the shares by the Financial Investors be the same as for Crescent and the Other Investors?

D.There is a restriction in the proposed terms of the Transaction on entering into transactions with Messrs. Gow, Wasson and Young, however the restriction does not appear to apply to companies or affiliates of these individuals. In this regard, please provide information on whether there will be any loans or other transactions with affiliates or potential conflicts of interest involving FirstBank and the companies controlled by any of Crescent, the Financial Investors or the Other Investors such as Polygon Northwest Company or customers of those

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companies.

E.Please provide information on whether the OTS will permit the restriction, contemplated in the proposed terms, on FirstBank’s ability to raise additional equity capital after the completion of the Transaction.

F.Please indicate the proposed compensation structure for the board members.

G.Please indicate if there will be any members of FirstBank management on the board of directors.

H.Please describe the nature of the CRA and compliance plan on a post-acquisition basis.

I.Please indicate how the fair market value would be determined for the Option Plan for management.

J.Please indicate how this proposal will satisfy the OTS requirement that a majority of the Board of Directors be independent particularly given the provisions on stock ownership and the election of directors and the likelihood under the Change of Control provisions that the Financial Investors, Other Investors and Crescent will all be considered a group.

IV.Proposed Investors

A.What is the background of the proposed shareholders and are there any issues that would preclude them from being acceptable to the regulatory agencies (i.e. foreign investors, builders, bankruptcies, criminal convictions, prior employment at failed companies, etc.)

B.Provide information that the Financial Investors and Other Investors have agreed to complete and submit to the OTS the biographical and other information (fingerprint cards, etc.) to support the regulatory filings including the information necessary to satisfy OTS Change of Control and Holding Company issues.

C.Provide information on the status of the original proposed Other Investors approval of the revised structure.

D.Please provide information from the OTS that it will approve the provisions on changes of composition of the Board of Directors of FirstBank based on changes in stock ownership.

E.Please provide information from the OTS as to whether it will approve a super majority (two thirds) vote requirement by the Board of Directors to approve the annual operating plan.

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*****

Please provide us with this additional information and documentation at your earliest convenience. We are committed to thoroughly reviewing the details of the Transaction for the purpose of determining if the Transaction is in the best interest of FirstBank and its shareholders.

	Sincerely,
	/s/ Clyde E. Conklin
	Clyde E. Conklin
	President and Chief Executive Officer
CEC/dl

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EX-99.11

Exhibit 99.11

Crescent Capital VI

11625 SE Fifth Avenue, Suite 200

Bellevue, Washington  98005

(Tel)	(425) 586-7700
(Fax)	(425) 688-0500

March 6, 2006

Via Fax and Federal Express

Board of Directors

FirstBank NW Corp.

1300 16^th Avenue

Clarkston, WA  99403

Attention:Steve R. Cox, Chairman of the Board

Clyde E. Conklin, President and Chief Executive Officer

Dear Steve and Clyde:

Thank you for Clyde’s letter dated February 24, 2006, in which he requested, on behalf of the board of directors, answers to the questions identified in his letter.

We appreciate the effort and interest demonstrated by the questions in the letter. We believe that a fair examination of Crescent’s offer will result in a conclusion that Crescent’s offer is in the best interests of FirstBank and its shareholders, employees, depositors, customers and creditors. We address in this letter the three fundamental points that Clyde’s letter raises:

1. Can Crescent and its investors receive the necessary regulatory approvals or rulings?

On Thursday, March 2^nd, we met with representatives of the Office of Thrift Supervision, Federal Deposit Insurance Corporation and the Washington State Department of Financial Institutions to discuss the proposed transaction and our plans for FirstBank. We outlined key terms of the transaction, the background and experience of Crescent’s principals and the timing of filing Crescent’s application as a holding company. We believe this introductory meeting was an important first step in developing a good working relationship with these governmental officials. Based on the extensive analysis that we have conducted, we are confident that Crescent and its investors can address all

regulatory issues and obtain the governmental approvals and rulings needed for the transaction.

In that regard, Crescent has retained as regulatory counsel the law firm of Fried, Frank, Harris, Shriver and Jacobson LLP. In addition, our financial investors, who intend to file rebuttal of control agreements, have retained as regulatory counsel the law firm of Skadden, Arps, Slate, Meagher & Flom LLP. Both firms have substantial experience in representing financial institutions and investors in structuring transactions and related regulatory proceedings before the Office of Thrift Supervision and the Federal Deposit Insurance Corporation.

2. Can Crescent obtain the financing necessary for its offer?

We are confident that our equity investors are committed to the transaction. The financing commitment letters and related documents were carefully considered by Crescent and its investors prior to their execution. In the absence of a definitive acquisition agreement with FirstBank, it is premature to lock in irrevocable financing commitments. We believe that FirstBank’s board of directors will, after having an opportunity to meet with Crescent, become comfortable that the proposed financing will be closed in a timely manner.

The proceeds from the trust preferred securities contemplated for the offer represent less than 20% of the overall financing necessary for Crescent’s offer. Compared to the common stock (more than 80% of the overall financing), the trust preferred component is quite modest and well within the range of other comparable companies. As you know, the trust preferred market is highly liquid and Crescent anticipates raising this portion of the capital for its offer on a timely basis. Crescent has had discussions with investment banks active in that market and can provide FirstBank, if necessary, further assurances concerning the sale of the trust preferred securities.

3. What impact would Crescent’s proposed plans have on the various constituencies of FirstBank?

FirstBank’s primary functions and missions would not change as a result of the acquisition. Crescent’s offer to purchase FirstBank’s outstanding stock, and its operational plans for FirstBank after the acquisition, will have the following benefits for FirstBank’s shareholders, depositors, borrowers, employees and communities.

•Increase the stability and diversification of FirstBank through market expansion of customers and, ultimately, geographic area

•Benefit depositors, employees and creditors by increasing the financial strength, profitability and flexibility of FirstBank

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•Benefit shareholders by providing a compelling, all cash proposal that that offers full and fair value, and includes a significant control premium

•Benefit depositors, employees and communities by maintaining FirstBank’s existing offices, including its headquarters and operations centers

•Benefit borrowers and customers who will continue to receive outstanding personalized service from FirstBank, as well as the benefits of new products and services that address their needs

•Benefit customers, employees and the community from the commitment of Crescent and its investors to make FirstBank grow and prosper in the Northwest

* * *

This letter generally addresses the fundamental points that Clyde’s letter raised. We understand the board’s need to learn more about Crescent, its qualifications and the impact of its plans on FirstBank so that FirstBank’s board of directors can be satisfied that our proposal is in the best interests of all stakeholders. We believe it would be mutually beneficial that we meet to discuss the questions raised on a confidential basis. As noted in our meeting on February 1, 2006 and again in Steve Wasson’s subsequent conversation with Clyde, Crescent Capital would like to enter into a nondisclosure agreement with FirstBank so that we may evaluate FirstBank’s confidential, nonpublic information to confirm our proposed offer of $19.075 per share. Equally importantly, in terms of responding to Clyde’s letter, a mutual nondisclosure agreement would permit Crescent Capital to provide FirstBank more extensive information to satisfy FirstBank’s questions. I enclose with this letter a form of mutual nondisclosure agreement that Crescent is prepared to execute.

We look forward to hearing from you and welcome the opportunity for further discussion. Steve Wasson and I will contact you on Friday, March 10, if we have not heard from you by that time.

Sincerely,

Crescent Capital VI, L.L.C.

/s/ Jeffrey D. Gow

Jeffrey D. Gow

Managing Director

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EX-99.12

Exhibit 99.12

Crescent Capital VI, L.L.C.

11625 SE Fifth Avenue, Suite 200
Bellevue, Washington 98005
	(Tel)	(425) 586-7700
	(Fax)	(425) 688-0500

March 29, 2006

Via Fax and Federal Express

Mr. Steve Cox

Special Committee of the Board of Directors

FirstBank NW Corp.

1300 16^th Avenue

Clarkston, WA 99403

Dear Mr. Cox:

With FirstBank’s execution of the mutual nondisclosure agreement, I am pleased to provide additional information in narrative form that I trust will respond to many of the questions contained in Clyde Conklin’s letter dated February 24, 2006. I expect the definitive documents with the investors will cover a number of points that Clyde’s questions raise.

The questions in Clyde’s letter were grouped into the following general categories:

I.             Structure

II.            Financing

III.          Regulatory Matters

IV.          Proposed Investors

This letter addresses each of those categories, as well as specific questions contained in Clyde’s letter.

I.      Structure

Crescent expects that the acquisition vehicle will be a Washington entity. The tax lawyers are still discussing whether the entity can be a pass-through entity for tax proposes. A specific time frame for forming this entity has not been established. Crescent does not expect to change FirstBank’s charter as a Washington state chartered savings bank. We do expect the surviving entity will be a savings and loan holding company with capitalization of approximately $120 million. The following table shows the surviving entity’s expected post-acquisition balance sheet compared to FirstBank’s balance sheet at December 31, 2005.

Capital / Equity	FirstBank, as of December 31, 2005			Post-Acquisition (pro-forma)
	($000)			($000)
Subordinated Debt	$	0		$	0
Trust Preferred	0			23,800
Common Stock	30			0
Paid-in Capital	45,526			95,800
Unearned ESOP Shs.	(656		)	0
Retained Earnings	32,287			0
Other Comp. Income	104			0
Total Equity	$	77,291		$	119,600

The ownership of the entity is as described in Exhibit 8 to Amendment No. 4 to Schedule 13D, as filed on February 17, 2006. Crescent will have the sole controlling interest in this entity and intends to file a savings and loan holding company application with the OTS.

With respect to the holding company’s officers and directors, those decisions have not been made, but Crescent expects that the board will be comprised of Steve Wasson, between five and seven additional directors, many of whom will be independent (as provided in the term sheet, Exhibit 10 to Amendment No. 4 to Schedule 13D), and me. Crescent will recommend to the investors that Robert A. Underhill and Joseph H. Johnson be appointed as directors. Biographical information for these prospective directors is attached. We expect that the boards of the holding company and the bank will have a number of directors in common, but may not be identical. The Financial Investors have not indicated whether they intend to exercise their right to appoint a director. The identities of other directors have not been determined, and we would be open to considering any existing FirstBank directors who would be interested in continuing to serve on the board following the merger.

With respect to officers, Crescent expects that Steve Wasson and David Robinson would be appointed as Chief Executive Officer and Chief of Operations, respectively. A copy of Mr. Robinson’s resume and biographical information for Mr. Wasson are attached. We would like to interview all of the existing executive officers of FirstBank to determine who may have an interest in continuing as an officer and employee of FirstBank following the acquisition.

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II.     Financing

Clyde’s letter requested a description and proposed form of the agreements between Crescent and the Financial Investors. The Financial Investors are independent of Crescent, and their relationship and contractual arrangements are as described in Amendment No. 4 to Schedule 13D. Forms of the definitive agreements have not been prepared. As the term sheet indicates (Exhibit 9 of Amendment No. 4 to Schedule 13D), the Financial Investors will be passive investors and will file rebuttal of control agreements with the OTS. As is standard practice, the rebuttal filings will be made following execution of a definitive merger agreement with FirstBank.

Crescent is confident that the financing for the transaction will be provided by the Financial and Other Investors as described in their commitment letters (Exhibit 11 to Amendment No. 4 to Schedule 13D). If either of the Financial Investors withdraws its commitment, Crescent and its investment bankers would renew discussions with other prospective investors. We have not sought to obtain “backup” commitment letters. Even if one or both of the Financial Investors were to withdraw, Crescent does not expect any material delays in the transaction as Crescent and its investment bankers believe there would be sufficient time during the OTS review process to obtain alternative financing.

Based on Crescent’s analysis of the market for Trust Preferred Securities (“TPS”) and Crescent’s discussions with industry participants, Crescent is confident of its ability to raise funds from a TPS offering. In the absence of a definitive merger agreement with FirstBank, Crescent believes it is premature to enter into a commitment for issuing the TPS. Crescent has, however, contacted a few investment banking firms and has received proposals from recognized participants in this market for issuing TPS. The proposals contain terms that are consistent with our assumptions, including options for fixed or floating rate securities, interest payable quarterly, 30-year maturity, and a five year no-call period. Crescent has the opportunity under the proposals to lock-in the terms of the TPS months prior to the issuance and sale of the TPS. Crescent believes there is little risk of any delay in issuing TPS because the underwriters would purchase the TPS directly, using warehouse lines for these types of securities. Crescent anticipates that a newly-formed special purpose entity would issue the TPS, with closing virtually simultaneous with closing of the acquisition of FirstBank. Future interest expense on the TPS would be offset by the savings realized by ceasing to make dividend payments on outstanding common stock, as well assavings realized from no longer incurring the costs of being a public company.

Clyde’s letter asked about the anticipated percentage of TPS to consolidated tangible equity upon closing and proportion of debt and TPS to tangible equity. We are aware of applicable regulatory requirements in this area and our projections comply with them. However, we will not know those percentages with certainty until all necessary purchase accounting adjustments resulting from the transaction have been completed.

Crescent’s additional investment in FirstBank will be through its cash reserves or additional capital contributions. Crescent does not anticipate financing any amount through borrowings. None of the investors are expected to use any debt for their respective investments, except perhaps for short-term liquidity. The proposed financing will provide sufficient capital to fund the purchase of all outstanding stock and options, as well as expenses related to the transaction (including

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reimbursements to the Financial Investors). With respect to contractual obligations that are triggered by the proposed transaction (e.g., severance agreements, salary continuation agreements, etc.), Crescent anticipates that FirstBank would, in connection with closing of the transaction, honor and pay such obligations, including amounts required by the bank’s previous commitments to its staff in the form of employment agreements, retirement plans, and other plans and agreements. Crescent expects to examine as part of its due diligence the ability of FirstBank to honor these contractual commitments without impairing its capital.

Clyde’s letter raised numerous questions concerning the put option and IPO. These provisions concern events that, if they ever occur, are several years after the transaction. We would be pleased to discuss our general expectations at a meeting but believe it is premature to provide detailed information on these post-closing matters at this point. Similarly, the expense arrangements between Crescent, its investors and FirstBank are obligations that would arise following the transaction and would not impact the proceeds received by shareholders (including the Financial Investors’ $450,000 expense reimbursement, which will be paid from proceeds of the monies raised from Crescent, the Financial Investors and Other Investors). Further, the capital of FirstBank, and the interests of depositors, borrowers, employees and communities, would not be impaired by the expense payment provisions.

III.           Regulatory Matters

As noted previously, we met on March 2,2006 with the OTS, the FDIC and the Washington State Department of Financial Institutions concerning Crescent’s proposed offer to purchase all of the shares of FirstBank. During the meeting, we reviewed the proposed structure of the financing, the term sheet, the relationship between the investors (including the put option) and other matters relevant to the transaction.

As you know, governmental regulatory agencies will not provide any assurances on regulatory approval matters prior to the processing of an application. Further, Crescent expects to submit its savings and loan holding company application after it obtains nonpublic information concerning FirstBank that it must obtain from FirstBank. As my letter of March 6, 2006 indicated, Crescent and its investors have retained highly qualified legal counsel experienced in regulatory transactions of this type. We remain confident that we can address all regulatory issues and obtain approval of our application in the ordinary course.

Our three-year business plan is based on existing office locations of FirstBank. There have been no decisions made on specific new products, services or geographic scope. At this time, we do not anticipate introducing new lines of business, or niches, outside of FirstBank’s current lines of business. Funding needs and regulatory capital ratios will be evaluated in connection with any proposal and will be subject to board of directors review and approval. Crescent anticipates that funding needs will be provided by retained earnings, and that the holding company and bank will remain well capitalized.

I note that Clyde’s letter asked numerous other detailed questions concerning Crescent’s business plan for FirstBank. We have prepared, subject to our review of FirstBank’s non-public information, a three-year business plan. We would be happy to discuss aspects of our plans during our meeting.

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Crescent expects that the $40.3 million investment from the Financial Investors will be treated as equity since the put option is an obligation of Crescent, not FirstBank or the holding company.

Crescent, the Financial Investors and the Other Investors will acquire the same class of common stock and will pay the same purchase price for those shares.

All loans made by FirstBank must be in compliance with applicable bank regulations, including Regulation O. Conflicts of interest are prohibited by regulation and FirstBank’s existing code of ethics, and will also be prohibited by the code of ethics adopted after the acquisition. In addition, no loans are contemplated to directors, their affiliates, or related entities.

FirstBank’s board of directors will be comprised predominately of non-management directors, i.e., persons who are not officers or employees of FirstBank or a subsidiary of FirstBank. Crescent believes that the composition of FirstBank’s board of directors as contemplated by Exhibit 10 of Amendment No. 4 to Schedule 13D will comply with applicable regulatory guidance. Further, we do not believe that all shareholders should be considered a group for regulatory purposes. If this is a significant concern, we suggest having our respective regulatory counsel discuss this point.

IV.           Proposed Investors

The shareholders identified in Exhibit 8 to Amendment No. 4 of Schedule 13D represent a cross-section of successful individuals from across the Pacific Northwest, all of whom we believe would be acceptable to the regulatory agencies. Further, the principals and members of the entity investors are well respected, and we believe they will also be acceptable to the regulatory agencies.

Crescent and each of the Financial Investors are aware of their respective obligations to complete and submit to OTS the necessary information required to satisfy OTS Change of Control and Holding Company filing requirements, including the submission of personal biographical and financial information for directors and senior executive officers. All investors have been provided complete information on the details of the revised structure (as described in Amendment No. 4 to Schedule 13D).

* * * *

I trust this information will be helpful in assisting your committee and FirstBank’s board of directors in performing their fiduciary duties.

As previously discussed, an in-person meeting is essential in order to convey accurately the intensity and commitment of Crescent and its investors to the transaction. We propose April 5 or April 6 as the date for Crescent to meet with your board’s special committee.

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We look forward to meeting with the committee and its advisors.

Sincerely,

Crescent Capital VI, L.L.C.

/s/ Jeffery D. Gow

Jeffery D. Gow

Managing Director

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EX-99.13

Exhibit 99.13

Searchable text section of graphics shown above

CONFIDENTIAL

FirstBank NW Corp

Presentation to the Special Committee of the Board of Directors

Jeff Gow & Steve Wasson

Members, Crescent Capital VI, LLC

April 6, 2006

Table of Contents

I.	Introduction
II.	Who is Crescent Capital VI, LLC
III.	Why Our Offer is Compelling
IV.	How Will Our Offer Be Funded
V.	Crescent Capital’s Plan
VI.	What are the Qualifications and Experience of the Crescent Capital Team
VII.	Will Crescent Capital Receive Regulatory Approval
VIII.	Next Steps

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I.  Introduction

Introduction

•This meeting is to provide FirstBank NW with information regarding Crescent Capital VI, LLC’s proposal to purchase the Company

•Next step in furthering discussions

•Subject to NDA of March 27, 2006

•Important questions:

•Who is Crescent Capital?

•Is our offer compelling to the key constituencies of FirstBank?

•How will offer be funded?

•What is Crescent Capital’s plan for FirstBank?

•What are the qualifications and experience of Crescent Capital team?

•Will Crescent Capital receive regulatory approval?

4

Core Constituencies Of FirstBank

•Shareholders

•Borrowers and Other Customers

•Depositors and Creditors

•Employees

•Community Interests

•Regulators

5

II.  Who is Crescent Capital VI, LLC

About Crescent Capital

•Crescent Capital VI, LLC

•Special purpose entity holds position in FirstBank

•539,492 shares of common equity (9.2% of total)

•Shares accumulated between March 2003 and April 2004

•Significant investment has been made

•Organized in 2001 to invest in a banking opportunity that could become a relationship based platform

•Employed both financial analysts and operators in a market evaluation of Pacific Northwest banks

•Significant time and financial resources invested as part of this effort

•Members

•Jeff Gow

•Gary Young

•Steve Wasson

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Jeff Gow

•Highly successful entrepreneur and businessman

•CEO & Majority Owner, Polygon NW Co., residential real estate developer with $300 million in annual revenues

•Majority owner of a large multifamily income property portfolio

•History of producing substantial returns for investors

•Active investor/lender in other industries including technology and aerospace

•Will add value to FirstBank through

•Extensive business relationships portable to FirstBank

•Extensive industry knowledge as a borrower and investor within regional market

•Well-known area businessman

•No loans to affiliated entities or persons

•Status as Non-Executive Chairman

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Steven D. Wasson

•Substantial banking track record

•Thirty years of banking experience across core operating and lending functions

•Proven track record of growing loan production and improving financial performance

•Experience as a Commercial and Real Estate Banker, Chief Credit Officer and Chief Administrative Officer

•Recent job experience:

•E.V.P & Manager, Business Banking (a line of business with $6 billion in assets, $3 billion in deposits and 1,015 staff members)

•E.V.P & Manager, Commercial Real Estate (a line of business that started with $1.5 billion in assets and 166 staff members in January 1994 and grew to $6.2 billion in assets and 340 staff members in March 2000)

•Lead managerial role post-transaction

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•Investor Group

•Crescent Capital VI, LLC

•Individual investors located in the Pacific Northwest

•Institutional investors

•NorthWest Investments, Inc.

•Steamboat, LLC

•Other advisors

•Due diligence advisors

•Accounting

•Technology

•Credit underwriting

•Bank valuation

•Economist

•Trust Preferred underwriters

10

Legal and Financial Advisors

•Crescent Capital

•Preston Gates & Ellis LLP, Legal Counsel

•Fried, Frank, Harris, Shriver & Jacobson LLP, Regulatory Counsel

•Cascadia Capital, LLC, Financial Advisor

•Investor Group

•Kirkland & Ellis LLP, Legal Counsel

•Skadden, Arps, Slate, Meagher & Flom LLP, Legal and Regulatory Counsel

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III.  Why Our Offer is Compelling

Why Our Offer Is Compelling

•Fully financed

•Provides full and fair price and control premium

•16.5% premium over January 31, 2006 closing price

•21% premium to 50-day moving average as of January 31, 2006

•28% premium to 90-day moving average as of January 31, 2006

•Consistent with premiums paid for similar Northwest banks and thrifts

•Fair premium to trading range of the Company

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•Benefits to shareholders

•Immediate liquidity

•Full and fair price in cash

•Fair price based on most comparable transactions

•Crescent Capital’s offer is in line or superior to the transaction multiples and premiums paid in the most comparable transactions, the acquisition of Centennial Bancorp, Oregon Trail Financial and Klamath First Bancorp, comparable rural banks and thrifts

Comparable M&A Transaction Multiples

Date	Target				Deal		Price/
Announced	Name	Assets ($ 000)		Acquiror	Value ($ mm)		Earnings		Book		Tang. Book
7/15/03	Klamath First Bancorp, Inc.	$	1,477,640	Sterling Financial Corporation	$	146.9	18.8	x	1.1	x	1.7	x
2/24/03	Oregon Trail Financial Corp.	380,174		FirstBank NW	73.3		13.1	x	1.1	x	1.1	x
7/23/02	Centennial Bancorp	827,388		Umpqua Holdings Corp.	221.1		18.1	x	2.2	x	2.3	x
				Mean	$	147.1	16.7	x	1.5	x	1.7	x
2/1/2006	FirstBank NW	$	812,983	Crescent Capital VI	$	116.4	14.6	x	1.5	x	2.0	x

Premium Paid Analysis

				Premium Prior to Announcement
Target	Acquiror	Deal Value		1 Day		30 Days		90 Days
		($ mm)
Klamath First Bancorp, Inc.	Sterling Financial Corporation	$	146.9	17.2	%	19.0	%	18.1	%
Oregon Trail Financial Corp.	FirstBank NW	73.3		8.0	%	10.6	%	8.2	%
Centennial Bancorp	Umpqua Holdings Corp.	221.1		24.3	%	13.9	%	10.8	%
	Mean	$	147.1	16.5	%	14.5	%	12.4	%
FirstBank NW	Crescent Capital VI	$	116.4	16.5	%	17.6	%	27.8	%

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•Benefits to shareholders

•Full and fair price in cash

•Fair price based on multiples adjusted for key performance ratios

•The multiple for Crescent Capital’s offer is in line with public company valuation multiples for banks with similar core performance metrics as FirstBank

Trading Multiple Statistical Analysis

		FBNW		Price / Tangible Book Value
	Range	Metric		Low		Median		Mean		High
Return on Average Equity	7.50% - 12.50%	10.51	%	1.21	x	1.73	x	1.86	x	3.38	x
Return on Average Assets	0.85% - 1.10%	0.96	%	1.10	x	1.86	x	2.04	x	3.54	x
FirstBank NW Transaction Metric				2.00x

		FBNW		Price / Book Value
	Range	Metric		Low		Median		Mean		High
Return on Average Equity	7.50% - 12.50%	10.51	%	0.90	x	1.57	x	1.64	x	2.93	x
Return on Average Assets	0.85% - 1.10%	0.96	%	0.91	x	1.67	x	1.79	x	3.54	x
FirstBank NW Transaction Metric				1.51x

Source: SNL Financial;  Data set includes publicly traded banks and thrifts located nationwide with assets between $250 million and $2,500 million; Metric data is LTM as of 12/31/05

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•Benefits to shareholders

•Full and fair price in cash

•Fair price based on multiples adjusted for key performance ratios

•Based on FirstBank’s ROAE, Crescent Capital is paying an ample premium

[CHART]

Source: SNL Financial; Data set includes publicly traded banks and thrifts located nationwide with assets between $250 million and $2,500 million

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•Benefits to shareholders

•Full and fair price in cash

•Fair price based on multiples adjusted for key performance ratios

•The multiple for Crescent Capital’s offer is in line with precedent transactions multiples of banks in the region with similar core performance metrics to FirstBank

Transaction Multiple Statistical Analysis

		FBNW		Price / Tangible Book Value
	Range	Metric		Low		Median		Mean		High
Return on Average Equity	7.50% - 12.50%	10.51	%	1.12	x	1.95	x	1.80	x	2.35	x
Return on Average Assets	0.85% - 2.50%	0.96	%	1.12	x	1.95	x	2.08	x	3.90	x
FirstBank NW Transaction Metric				2.00x

		FBNW		Price / Book Value
	Range	Metric		Low		Median		Mean		High
Return on Average Equity	7.50% - 12.50%	10.51	%	1.12	x	1.55	x	1.66	x	2.18	x
Return on Average Assets	0.85% - 2.50%	0.96	%	1.12	x	1.64	x	1.99	x	3.90	x
FirstBank NW Transaction Metric				1.51x

Source: SNL Financial; Data set includes transactions involving (1) banks and thrifts with assets between $250 million and $2,500 million; (2) banks and thrifts located in the states of Washington, Oregon and Idaho; Metric data is LTM as of 12/31/05

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Benefit of Crescent Capital’s Offer to Key Constituencies

•Benefits to shareholders

•Full and fair price in cash

•Fair price based on historical and comparative operating performance

•Long term shareholder returns have materially lagged that of peer and market indices (also see Appendix B)

Relative Stock Price Performance

7/2/1997 - 1/31/2006

Stock/Index	% Return
FBNW	107.1	%
SNL Bank $500M - $1B	179.9	%
SNL Thrift $500M - $1B	183.4	%
FBNW NW Comparable Companies (1)	177.0	%

Source: SNL Financial; Excludes dividend

(1) Companies Include: AmericanWest Bancorp., Cascade Bancorp, Cascade Financial Corp., CityBank, First Mutual Bancshares Inc., Frontier Financial Corp., Heritage Financial Corp., Horizon Financial Corp., Pacific Continental Corp., PremierWest Bancorp, Riverview Bancorp Inc., Timberland Bancorp Inc., Washington Banking Co.

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Why Our Offer Is Compelling

•Benefits to customers (borrowers and depositors)

•More efficient allocation of resources by a private company

•Reduced public company expense burden

•Redirected resources can enhance products and reduce pricing

•Improved operating efficiencies

•Allows FirstBank to be more competitive in product and service pricing

•Potential additional product offerings

•Provides additional benefits to clients’ business operations

•Broader range of product offerings for community development and low income housing

•Potential expanded geographic area

•Provides customers with more convenient access to bank locations

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•Benefits to employees

•Existing Administrative/Operations centers would remain

•Crescent Capital is not a bank, as a result there would be:

•No overlap in market area of operations

•Higher retention rate of existing employees

•Minimal disruption of bank administration and operational functions

•The need to retain key employees in each market

•Reduced public company burden

•Potential to participate in performance upside

•Potential for expanded career opportunities

•Benefits to communities

•Preservation of jobs within the existing bank footprint

•Preservation of a Northwest based community bank

•Continued ties to local community financial service provider

•Additional capability to provide financing for community development and low income housing

•Honor existing commitments with community organizations

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IV.  How Will Our Offer Be Funded?

How Will Our Offer Be Funded

•Consideration

•Cash offer on February 1, 2006 of $19.075 per share (adjusted for 2:1 split on 2/10/06)

•Fully financed

•TPS up to 20% of total consideration

Sources and Uses of Funds

					%		%
			Sources		of Capital		of Equity
Crescent Capital Rolled Equity	$	10,290,810
New Equity Crescent Capital	17,892,223
Total Crescent Investment			$	28,183,033	23.0	%	28.5	%
Individual Investors			30,500,000		24.9	%	30.8	%
Northwest Investments, Inc.			20,165,500		16.5	%	20.4	%
Steamboat, LLC			20,165,500		16.5	%	20.4	%
Trust Preferred Equity			23,278,508		19.0	%
Total Sources			$	122,292,541	100.0	%	100.0	%

			%
	Uses		of Uses
Crescent Capital Rolled Equity	$	10,290,810	8.4	%
Cash to Shareholders	106,101,731		86.8	%
Total Fees & Expenses	5,900,000		4.8	%
Total Uses	$	122,292,541	100.0	%

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Trust Preferred Securities

•Crescent Capital has term sheets from TPS underwriters for amount required for the acquisition

•FirstBank pro-forma balance sheet can support the TPS issuance

•TPS includes no upfront fees and no on-going non-interest expense

•Underwriters indicate structure is not unique to the proposed Crescent Capital transaction

•TPS can be issued immediately after closing of transaction

•Crescent Capital could be funded by a bridge loan from the issuer and repaid from TPS issued by holding company

•Upon the closing of the transaction issuer will bundle the TPS with other TPS and sell to investors

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V.  Crescent Capital Plan

Crescent Capital Plan

•Crescent Capital plan overview

•Improve performance of core bank to top quartile of industry benchmarks

•ROAE

•ROAA

•Efficiency Ratio

•Leverage FirstBank’s full-service branches to grow retail deposits

•Fuel growth in Spokane and Boise markets

•Leverage FirstBank’s existing branches

•Add additional seasoned relationship managers and books of business

•Determine feasibility of opening offices in Portland and Seattle market areas

•Utilize Crescent Capital’s customer and staff contacts

•Emphasize lending for:

•Small Business

•Commercial and Industrial

•Commercial Real Estate

•Construction

•Community Development

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•Crescent Capital would continue

•Existing branch operations

•Administrative facilities in Clarkston and Baker City

•Operations support services

•Retention of the majority of FirstBank’s operating personnel

•FirstBank name

•Crescent Capital has value-added experience and capabilities

•Management team has extensive experience

•Broad experience as measured by size and business volume

•Ability to grow the Company into their expertise, benefiting customers, growing equity and adding services

•Access to personnel resources and customers within the Northwest

•Leverages previous experience and relationships

•A proven system of performance-metric management

•Successful track record of strong operational performance enhancement

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•Broad and diverse business contacts that will support future growth, potentially outside of the current footprint

•Boise and Spokane markets have strong and identified customer base

•Attractiveness of Portland and Seattle may be enhanced by Crescent Capital’s extensive contact network

•Market intelligence in both the large commercial and community banking space

•Enables a timely recognition of business opportunities

•Facilitates future expansion of management/employee base

•Crescent Capital has a proven track record of private company management experience

•Crescent Capital’s management has overseen significant operational improvement in a bank platform

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•Crescent Capital will maintain continuity with existing customers and staff

•Retaining the value of the existing franchise is critical to the transaction

•Current employees will make up the vast majority of the work force going forward

•Crescent Capital will maintain connections with the communities in FirstBank’s existing market areas

•Retention of the goodwill of individuals, businesses and the communities is fundamental to the plan

•FirstBank will continue to be a highly valued citizen in its current communities

•Crescent Capital seeks to maintain connections with existing officers and directors

•Officers will be asked to continue in key roles

•In-market directors are important for continuity and community support

•Independent directors may have an opportunity to continue on the board

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•Potential geographic expansion into Northwest markets where Crescent Capital has existing contacts could:

•Add funding sources in large deposit markets

•Diversify borrower risk

•Diversify economic risk

•Add convenience to existing customers, and

•Provide additional job opportunities to existing staff

29

•Crescent Capital timeline to date:

•Offer submitted on February 1, 2006

•Received additional commitments for $40 million in equity on February 17, 2006

•Received information request from FirstBank on February 24, 2006

•Met with OTS, FDIC and Washington DFI on March 2, 2006

•Responded to the February 24 information request on March 6, 2006

•Executed mutual NDA on March 27, 2006

•Provided additional information for the February 24 information request on March 29, 2006

•Crescent Capital is committed to moving forward quickly

•Provide FirstBank with due diligence request information within 48 hours

•Negotiate and execute term sheet by April 30^th

•Complete due diligence no later than May 30^th

•Negotiate and execute definitive acquisition agreement by June 15^th

30

VI.  Crescent Capital Team

Crescent Capital Team

•Jeff Gow – Chairman

•Adds value to FirstBank through:

•Extensive business relationships portable to FirstBank

•Extensive industry knowledge as a borrower and investor within regional market

•Well known area businessman

•Entrepreneur and leader of successful homebuilding company and other ventures

•Steve Wasson - Chief Executive Officer

•Adds value to FirstBank through:

•Broad banking experience

•Successful leader

•Experienced in improving organizational performance

32

•David Robinson – Chief of Operations

•Twenty-eight years of experience in financial services industry with twenty-six of those in banking

•Experienced in operations, project and process management

•Operations Manager for Business Banking and Commercial Real Estate units led by Steve Wasson

•As a Loan Administration Manager, led a reengineering project that transformed a loan administration unit into a more effective and efficient customer-focused organization

•Experienced operations auditor, credit examiner, operations manager, process manager with community as well as “Top 10” national banks

•Potential Spokane, Washington and Boise, Idaho Leaders

•Native to their respective markets

•Strong local ties to businesses and civic organizations

•Extensive client lists for recruitment of new business

•Excellent local reputation with business and community leaders

33

•Additional opportunities to benefit core constituencies

•Product and services expansion based on management experience and customer needs

•Additional client lists for recruitment of new business in potential expansion markets

•Management has an extensive network of banking contacts in the market

•Excellent local reputation with business and community leaders in potential expansion markets

34

VII.  Will Crescent Capital Receive Regulatory Approval

Regulatory Approval

•Initial Meeting with OTS, FDIC and Washington DFI held on March 2, 2006

•Anticipated Regulatory Filings

•Savings and loan holding company application by Crescent Capital

•Rebuttal of control filings by Financial Investors

•Standard for approval:

•Managerial and financial resources of acquiror and institution

•Future prospects of acquiror and institution

•Effect on insurance risk to FDIC

•Convenience and needs of communities to be served

•Considerations for regulatory approval tie-in closely to board consideration in acquisition

•Timeline and Next Steps

•Holding company application and change in control notice within 30 days of executing a definitive agreement

•Regulatory approval timeframe of 90 to 180 days

36

VIII.  Next Steps

Next Steps

•Discussions with FirstBank’s Special Committee of any outstanding issues

•Crescent Capital is provided with non-public information

•FBNW Special Committee formally retains an investment bank

•Negotiate preliminary agreement

•Crescent Capital discussions with existing management and board members regarding ongoing role

•FBNW provided with information on investors

•Conduct due diligence

•Negotiate definitive acquisition agreement

•FBNW Board approval of acquisition by Crescent Capital

•Public announcement

38

IX. Appendices

Appendix A: Historical Stock Performance vs. Peer Index

Comparative Stock Price Index (7/2/1997 - 1/31/2006)

[CHART]

Source: SNL Financial; Excludes dividends

40

Appendix B: Performance Versus Pacific Northwest Peer Group

Select Comparable Companies

Last Twelve Months Financial Performance Data

										Net		Non-Int.	Tangible		NCOs/
			Period	Total					Core	Interest	Efficiency	Inc./Oper.	Equity/	NPAs/	Average	Reserves/
Company	State	Ticker	Ended	Assets			ROAA	ROAE	ROAE	Margin	Ratio	Revenue	Tg. Assets	Assets	Loans	Loans
				($ 000)			(%)	(%)	(%)	(%)	(%)	(%)	(%)	(%)	(%)	(%)
Frontier Financial Corp.	WA	FTBK	12/31/2005	$		2,637,005	2.09	18.75	18.70	5.48	41.25	9.17	11.01	0.19	-0.01	1.55
Cascade Bancorp	OR	CACB	12/31/2005	1,269,670			1.97	24.04	24.04	5.66	46.90	17.77	7.74	0.01	0.08	1.40
Cascade Financial Corp.	WA	CASB	12/31/2005	1,211,784			1.13	13.13	13.08	3.35	52.54	14.58	6.67	0.29	0.03	1.17
AmericanWest Bancorp.	WA	AWBC	12/31/2005	1,109,134			1.29	12.34	11.87	5.47	65.18	12.46	9.78	1.50	0.68	1.49
First Mutual Bancshares Inc.	WA	FMSB	12/31/2005	1,086,165			0.99	17.27	17.27	4.02	62.23	11.76	5.53	0.08	0.09	1.13
Horizon Financial Corp.	WA	HRZB	12/31/2005	1,083,743			1.44	13.65	13.71	4.55	50.72	13.55	10.16	0.12	0.03	1.53
PremierWest Bancorp	OR	PRWT	12/31/2005	913,661			1.52	13.59	13.59	6.05	60.78	13.58	8.97	0.25	-0.14	1.28
CityBank	WA	CTBK	12/31/2005	832,039			6.86	29.97	13.72	6.60	30.84	8.80	21.19	0.23	0.03	1.39
Pacific Continental Corp.	OR	PCBK	12/31/2005	791,794			1.67	17.57	17.62	5.60	52.75	11.77	7.45	0.10	0.10	1.15
Heritage Financial Corp.	WA	HFWA	12/31/2005	751,152			1.46	16.13	16.13	5.01	59.71	16.35	7.99	0.16	0.10	1.30
Riverview Bancorp Inc.	WA	RVSB	12/31/2005	739,130			1.32	10.59	10.26	4.91	61.48	21.68	8.98	0.11	0.13	1.16
Washington Banking Co.	WA	WBCO	12/31/2005	725,976			1.37	17.87	17.93	5.36	60.30	17.68	7.97	0.30	0.22	1.39
Timberland Bancorp Inc.	WA	TSBK	12/31/2005	547,747			1.31	9.72	9.71	4.68	62.19	20.89	12.69	0.52	0.00	1.04
Range
Low:				$		547,747	0.99	9.72	9.71	3.35	30.84	8.8	5.53	0.01	-0.14	1.04
High:				$	2,637,005		6.86	29.97	24.04	6.60	65.18	21.68	21.19	1.50	0.68	1.55
Median:				$	913,661		1.44	16.13	13.72	5.36	59.71	13.58	8.97	0.19	0.08	1.30
Mean				$	1,053,769		1.88	16.51	15.20	5.13	54.37	14.62	9.70	0.30	0.10	1.31
FirstBank NW	WA	FBNW	12/31/2005	$	824,859		0.96	10.51	10.51	4.39	61.06	17.46	7.23	0.30	0.07	1.36

Source: SNL Financial, LTM as of December 31, 2005

41

Appendix C: Performance Versus Pacific Northwest Peer Group

ROAA %

Rank	Company	Metric
1	CityBank	6.86
2	Frontier Financial Corp.	2.09
3	Cascade Bancorp	1.97
4	Pacific Continental Corp.	1.67
5	PremierWest Bancorp	1.52
6	Heritage Financial Corp.	1.46
7	Horizon Financial Corp.	1.44
8	Washington Banking Co.	1.37
9	Riverview Bancorp Inc.	1.32
10	Timberland Bancorp Inc.	1.31
11	AmericanWest Bancorp.	1.29
12	Cascade Financial Corp.	1.13
13	First Mutual Bancshares Inc.	0.99
14	FirstBank NW	0.96

ROAE %

Rank	Company	Metric
1	CityBank	29.97
2	Cascade Bancorp	24.04
3	Frontier Financial Corp.	18.75
4	Washington Banking Co.	17.87
5	Pacific Continental Corp.	17.57
6	First Mutual Bancshares Inc.	17.27
7	Heritage Financial Corp.	16.13
8	Horizon Financial Corp.	13.65
9	PremierWest Bancorp	13.59
10	Cascade Financial Corp.	13.13
11	AmericanWest Bancorp.	12.34
12	Riverview Bancorp Inc.	10.59
13	FirstBank NW	10.51
14	Timberland Bancorp Inc.	9.72

Core ROAE %

Rank	Company	Metric
1	Cascade Bancorp	24.04
2	Frontier Financial Corp.	18.70
3	Washington Banking Co.	17.93
4	Pacific Continental Corp.	17.62
5	First Mutual Bancshares Inc.	17.27
6	Heritage Financial Corp.	16.13
7	CityBank	13.72
8	Horizon Financial Corp.	13.71
9	PremierWest Bancorp	13.59
10	Cascade Financial Corp.	13.08
11	AmericanWest Bancorp.	11.87
12	FirstBank NW	10.51
13	Riverview Bancorp Inc.	10.26
14	Timberland Bancorp Inc.	9.71

Net Interest Margin %

Rank	Company	Metric
1	CityBank	6.60
2	PremierWest Bancorp	6.05
3	Cascade Bancorp	5.66
4	Pacific Continental Corp.	5.60
5	Frontier Financial Corp.	5.48
6	AmericanWest Bancorp.	5.47
7	Washington Banking Co.	5.36
8	Heritage Financial Corp.	5.01
9	Riverview Bancorp Inc.	4.91
10	Timberland Bancorp Inc.	4.68
11	Horizon Financial Corp.	4.55
12	FirstBank NW	4.39
13	First Mutual Bancshares Inc.	4.02
14	Cascade Financial Corp.	3.35

Efficiency Ratio %

Rank	Company	Metric
1	CityBank	30.84
2	Frontier Financial Corp.	41.25
3	Cascade Bancorp	46.90
4	Horizon Financial Corp.	50.72
5	Cascade Financial Corp.	52.54
6	Pacific Continental Corp.	52.75
7	Heritage Financial Corp.	59.71
8	Washington Banking Co.	60.30
9	PremierWest Bancorp	60.78
10	FirstBank NW	61.06
11	Riverview Bancorp Inc.	61.48
12	Timberland Bancorp Inc.	62.19
13	First Mutual Bancshares Inc.	62.23
14	AmericanWest Bancorp.	65.18

Source: SNL Financial, LTM as of December 31, 2005

42

Appendix D: Performance Versus Broad Peer Group

FBNW Peer Group Performance Data

	All Companies		Top 10%		FBNW
	2001-2005		2001-2005		2001-2005		Variance From		Variance From
	5 Yr Mean		5 Year Mean		5 Year Mean		All Companies		Top 10%
ROAE	11.14	%	19.22	%	8.63	%	-2.51	%	-10.59	%
ROAA	0.98	%	1.72	%	0.83	%	-0.15	%	-0.90	%
Net Income Margin	4.00	%	5.66	%	3.87	%	-0.13	%	-1.79	%
Efficiency Ratio	63.68	%	45.54	%	70.50	%	-6.83	%	-24.96	%
Reserves/Loans	1.40	%	2.29	%	1.16	%	-0.25	%	-1.13	%
NPAs/Assets	0.53	%	0.04	%	0.43	%	0.10	%	-0.39	%
NCOs/Avg. Loans	0.23	%	0.00	%	0.09	%	-0.14	%	0.09	%
Tier 1 Ratio	12.89	%	21.01	%	11.18	%	-1.70	%	-9.83	%
Total Capital Ratio	14.17	%	22.66	%	12.36	%	-1.81	%	-10.30	%
EPS Change	142.32	%	147.51	%	160.77	%	18.45	%	13.26	%
EPS 4 Yr CAGR	9.22	%	10.21	%	12.60	%	3.38	%	2.40	%

Source: SNL Financial; Publicly traded banks and thrifts with assets between $500 million and $1,500 million

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Appendix E: Performance Post Oregon Trail Acquisition

FBNW & Oregon Trail Merger Data

					Efficiency
Stock/Index	ROAA		ROAE		Ratio
Oregon Trail Performance at Merger	1.3	%	9.1	%	57.2	%
Merger Proforma	1.1	%	11.5	%	62.6	%
FBNW Performance at Merger	0.9	%	9.5	%	70.7	%
FBNW Fiscal Year 2005	0.8	%	8.9	%	67.0	%

Source: FirstBank NW Investor Presentation, SNL Financial

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Appendix F: Funding Diagram

Crescent	New					Current
Capital &	Subsidiary	Merger	Thrift Holding Company		Cash	Shareholders
Investors	Corp.
			Long Term	TPS Proceeds
			Sub-Debt
			Special Purpose Entity
			TPS	TPS Proceeds
			TPS Investor

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EX-99.14

Exhibit 99.14

[Crescent Capital Letterhead]

April 19, 2006

Via Facsimile and Email

Clyde E. Conklin

President and Chief Executive Officer

FirstBank NW Corp.

1300 16^th Avenue

Clarkston, WA  99403

Dear Clyde:

More than 10 weeks ago, Crescent Capital VI, L.L.C. (“Crescent”) submitted its offer to purchase for cash all the outstanding shares of common stock of FirstBank NW Corp (“FirstBank”) for $19.075 per share (adjusted for the subsequent split). To date, we have received no response from you or FirstBank’s board of directors on the merits of Crescent’s offer, nor even any indication of a timetable for such a response or a clear explanation of the process through which our offer will be evaluated.

Your letter of February 24, 2006 raised questions regarding the structure, financing, regulatory matters and investors in our proposed transaction. On March 6, and again on March 29, 2006, Crescent responded to those questions in writing. On April 6, 2006, Crescent delivered a presentation providing additional information regarding our offer in a meeting with certain members of the Board of Directors and counsel to FirstBank. We believe we have answered the questions raised by your February 24^th letter.

Since you have publicly stated that one of the alternatives that FirstBank is considering is to remain independent and continue FirstBank’s current business plan, we believe FirstBank shareholders deserve a fair and impartial analysis of that course of action compared to Crescent’s offer. We think that analysis is best conducted by a committee of independent directors, advised by separate counsel and a financial advisor. Since Crescent announced its plans to replace or reassign certain members of FirstBank’s senior management, those directors who are members of FirstBank’s senior management are inherently conflicted in evaluating our offer in comparison with any stand-alone plan (as well as other proposals that might or might not include an ongoing role for senior management).

We continue to believe that your shareholders will find Crescent’s all cash proposal compelling. It offers full and fair value to FirstBank’s shareholders, and includes a

significant control premium to the market price prior to the announcement of our offer. Nevertheless, we are willing to enter into negotiations concerning increasing our offer price under the following conditions:

•FirstBank forms a committee of independent directors, advised by independent counsel and a financial advisor, to negotiate with Crescent.

•The new independent committee provides Crescent with a realistic timetable for a formal response to our offer, and undertakes a process through which we may negotiate a transaction, including definitive documentation.

•FirstBank provides Crescent the due diligence information Crescent requests.

If FirstBank advises that it is prepared to meet these conditions, Crescent would be willing to agree to reasonable standstill protections.

We look forward to receiving a response from you, the Board of Directors or the independent committee by April 21, 2006.

Sincerely,

Crescent Capital VI, L.L.C.

/s/ Jeffery D. Gow

Jeffery D. Gow

Managing Director

Cc:John L. Gentry

W. Dean Jurgens

James N. Marker

Sandra T. Powell

Russell H. Zinner

Larry K. Moxley

Steve R. Cox

2