Amendment No. 2 to Schedule 13D

0000891836-08-000101.txt : 20080603 0000891836-08-000101.hdr.sgml : 20080603 20080603163235 ACCESSION NUMBER: 0000891836-08-000101 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080603 DATE AS OF CHANGE: 20080603 GROUP MEMBERS: DAVID F. BOLGER 2008 GRANTOR RETAINED ANNUITY TRUST GROUP MEMBERS: DAVID F. BOLGER 2008 NONGRANTOR CHARITABLE LEAD ANNUITY TRUS GROUP MEMBERS: TWO-FORTY ASSOCIATES SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CASCADE BANCORP CENTRAL INDEX KEY: 0000865911 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 931034484 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81598 FILM NUMBER: 08877863 BUSINESS ADDRESS: STREET 1: 1100 N W WALL ST STREET 2: P O BOX 369 CITY: BEND STATE: OR ZIP: 97709 BUSINESS PHONE: 5413856205 MAIL ADDRESS: STREET 1: 1100 NW WALL STREET STREET 2: P.O. BOX CITY: BEND STATE: OR ZIP: 97709 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bolger David Fabius CENTRAL INDEX KEY: 0001357224 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: (201) 670-9270 MAIL ADDRESS: STREET 1: L'AMBIANCE II 435 STREET 2: L'AMBIANCE DRIVE UNIT J904 CITY: LONG BOAT KEY STATE: FL ZIP: 34228-3924 SC 13D/A 1 sc0044.htm AMENDMENT NO. 2 TO SCHEDULE 13D Amendment No. 2 to Schedule 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13D Under the Securities Exchange of 1934 (Amendment No. 2)* Cascade Bancorp
(Name of Issuer) Common Stock, no par value
(Title of Class of Securities) 147154108
	(CUSIP Number) Mark J. Menting, Esq. Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 29, 2008
	(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 Rule 13d-1(e), 13d-1(f) or 13-1(g), check the following box. [_]

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).

SCHEDULE 13D

CUSIP No. 147154108

1	NAME OF REPORTING PERSONS. David F. Bolger
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) [_] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Florida, USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 1,333,392
		8	SHARED VOTING POWER 2,129,653
		9	SOLE DISPOSITIVE POWER 1,333,392
		10	SHARED DISPOSITIVE POWER 2,129,653
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,463,045
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

-2-

SCHEDULE 13D

CUSIP No. 147154108

1	NAME OF REPORTING PERSONS. Two-Forty Associates, a Pennsylvania Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) [_] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania, USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 192,321
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 192,321
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 192,321
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

-3-

SCHEDULE 13D

CUSIP No. 147154108

1	NAME OF REPORTING PERSONS. The David F. Bolger 2008 Grantor Retained Annuity Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) [_] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Florida, USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,937,332
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,937,332
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,937,332
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

-4-

SCHEDULE 13D

CUSIP No. 147154108

1	NAME OF REPORTING PERSONS. The David F. Bolger 2008 Nongrantor Charitable Lead Annuity Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) [_] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Florida, USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2.526,955
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 2,526,955
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,526,955
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

-5-

Item 1. Security and Issuer.

This Amendment No. 2 to the Statement on Schedule 13D (the “Amendment No. 2”) amends the Statement on Schedule 13D originally filed on April 27, 2006, as amended by Amendment No. 1 to the Statement on Schedule 13D filed on May 25, 2006 (together with Amendment No. 1., the “Initial Schedule 13D”), and relates to the common stock, no par value (the "Common Stock") of Cascade Bancorp, an Oregon corporation and a registered financial holding company (the "Company"). The address of the principal executive offices of the Company is 1100 NW Wall Street, P.O. Box 369, Bend, Oregon 97709.

Except as specifically amended by this Amendment No. 2, the Initial Schedule 13D, as amended by this Amendment No. 2, remains in full force and effect. Capitalized terms used but not defined herein have the meaning assigned to them in the Initial Schedule 13D.

Item 2. Identity and Background.

Item 2 is hereby amended by adding the following immediately after the last paragraph thereof:

(iii) The David F. Bolger 2008 Nongrantor Charitable Lead Annuity Trust, a charitable annuity trust within the meaning of Rev. Proc. 2007-45 and governed by the laws of the State of Florida (the “CLAT”). Thomas M. Wells serves as the sole trustee of the CLAT. The CLAT was created for estate planning purposes. The address of the CLAT is c/o Wells, Jaworski, & Liebman, LLP, 12 Route 17 North – P.O. Box 1827, Paramus, New Jersey 07652.

(iv) The David F. Bolger 2008 Grantor Retained Annuity Trust, an irrevocable trust governed by the laws of the State of Florida (the “GRAT”). Mr. Bolger serves as the sole trustee of the GRAT. The GRAT was created for estate planning purposes. The address of the GRAT is c/o Bolger & Co., Inc., 79 Chestnut Street, Ridgewood, New Jersey 07450.

The Reporting Persons have entered into a Joint Filing Agreement, dated May 28, 2008, a copy of which is attached as Exhibit 7.01 hereto.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended by adding the following after the final paragraph thereof:

On May 29, 2008, Mr. Bolger transferred 4,464,287 shares of Common Stock and cash as follows, in each case as an outright gift (together, the “Gifts”): (i) 2,526,955 shares of Common Stock and $5,100,000 in cash were transferred to the CLAT and (ii) 1,937,332 shares of Common Stock were transferred to the GRAT. Mr. Wells is one of Mr. Bolger’s nominees to the board of directors of each of the Company and the Bank and serves, as of May 29, 2008, as a director of the both the Company and the Bank. After giving effect to the Gifts, Mr. Bolger beneficially owns 3,463,045 shares

-6-

of Common Stock (1,333,392 shares that are owned directly as an individual, 192,321 shares that are owned through his status as the sole trustee of the general partner of Two-Forty L.P. and 1,937,332 shares that are owned through his status as the sole trustee of the GRAT).

Item 4. Purpose of the Transaction

Item 4 is hereby amended and restated as follows:

The Reporting Persons have acquired beneficial ownership of the shares of Common Stock as described in this Schedule 13D for investment purposes.

Except as set forth below, as of the date of this Amendment No. 2, none of the Reporting Persons has any present plans or proposals which would result in or relate to any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

In accordance with the terms of the governing instrument of the CLAT, the CLAT is obligated to make an annuity payment to the Valley Hospital Foundation in Ridgewood, New Jersey in an amount equal to 21.96% of the initial fair market value of the property transferred to the CLAT in each taxable year of the CLAT. In order to make such a payment, the CLAT may, and is likely to, sell shares of Common Stock in an amount that when combined with its cash on hand will be sufficient to make the payment.

On the date preceding the fifth anniversary of its creation, the CLAT will terminate and it will transfer any remaining assets to The David F. Bolger 2008 Irrevocable Family Trust (the “IFT”). The IFT will, in turn, immediately distribute those assets to separate trusts established for the benefit of each of Mr. Bolger’s three children.

In accordance with the terms of the governing instrument of the GRAT, on each anniversary of the creation of the GRAT, it will make an annuity payment to Mr. Bolger of the Common Stock or cash with a value on such annuity date as follows:

First annual payment: 14.9235000% of the initial fair market value of the GRAT.

Second annual payment: 17.9082000% of the initial fair market value of the GRAT.

Third annual payment: 21.4898400% of the initial fair market value of the GRAT.

Fourth annual payment: 25.7878080% of the initial fair market value of the GRAT.

Fifth annual payment: 30.9453696% of the initial fair market value of the GRAT.

The date of each of the above annual payments will be May 29.

Upon its fifth anniversary, the GRAT will terminate and it will transfer any remaining assets to the IFT. The IFT will, in turn, immediately distribute those assets to separate trusts established for the benefit of each of Mr. Bolger’s three children.

The Reporting Persons reserve the right to change their plans and intentions at any time, as they deem appropriate. The Reporting Persons may from time-to-time (i) acquire additional

-7-

shares of Common Stock in the open market, in privately negotiated transactions or otherwise, or (ii) dispose of shares of Common Stock at prices deemed favorable in the open market, in privately negotiated transactions or otherwise.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated as follows:

(a) See items 11 and 13 of the cover pages to this Amendment No. 2 for the aggregate number and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons. Based on information provided in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, as of April 30, 2008 there were 28,077,278 shares of Common Stock outstanding.

After giving effect to the Gifts, Mr. Bolger beneficially owns 3,463,045 shares of Common Stock, which represent approximately 12.3% of the outstanding shares of Common Stock. This total comprises 1,333,392 shares of Common Stock that Mr. Bolger owns directly as an individual, and 192,321 shares of Common Stock that Mr. Bolger owns through Two-Forty L.P and 1,937,332 shares of Common Stock that he owns through the GRAT, by virtue of his status as the sole trustee of each of the GRAT and The David F. Bolger Revocable Trust, which is the general partner of Two-Forty L.P. All of the share totals in this Amendment No. 2 reflect the 5-for-4 stock split the Company effected on October 16, 2006.

Two-Forty L.P. beneficially owns 192,321 shares of Common Stock, which represent approximately 0.7% of the outstanding shares of Common Stock. Mr. Bolger beneficially owns these shares as the sole trustee of the entity that is the general partner of Two-Forty L.P.

The CLAT beneficially owns 2,526,955 shares of Common Stock, which represent approximately 9% of the outstanding shares of Common Stock. Mr. Wells serves as the sole trustee of the CLAT. As of May 29, 2008, Mr. Wells also serves as a director of the Company and the Bank and beneficially owns 31,832 shares of Common Stock for his own account.

The GRAT beneficially owns 1,937,332 shares of Common Stock, which represent approximately 6.9% of the outstanding shares of Common Stock. Mr. Bolger beneficially owns these shares as the sole trustee of the GRAT.

(b) Mr. Bolger has the sole power to vote or to direct the vote or to dispose or direct the disposition of 1,333,392 shares of Common Stock.

Mr. Bolger, as the sole trustee of The David F. Bolger Revocable Trust (the general partner of Two-Forty L.P.), has shared power to vote or to direct the vote or to dispose or direct the disposition of 192,321 shares of Common Stock. Two-Forty L.P. has shared power to vote or to direct the vote or to dispose or direct the disposition of 192,321 shares of Common Stock.

-8-

Mr. Wells, as the sole trustee of the CLAT, has the sole power to vote or to direct the vote or to dispose or direct the disposition of 2,526,955 shares of Common Stock held by the CLAT, in accordance with the terms of the governing instrument of the CLAT. Mr. Wells also has the sole power to vote or to direct the vote or to dispose or direct the disposition of 31,832 shares of Common Stock that he beneficially owns. In addition, as the sole trustee of the CLAT, Mr. Wells has the ability to appoint an investment advisor. Any investment advisor so appointed will have the sole power while serving to dispose or direct the disposition of shares of Common Stock held by the CLAT as it deems appropriate.

Mr. Bolger, as the sole trustee of the GRAT, has the sole power to vote or to direct the vote or to dispose or direct the disposition of 1,937,332 shares of Common Stock held by the GRAT, in accordance with the terms of the governing instrument of the GRAT.

(c) As described in Item 3 above, on May 29, 2008, Mr. Bolger transferred 4,464,287 shares of Common Stock and cash as follows, in each case as an outright gift: (i) 2,526,955 shares of Common Stock and $5,100,000 in cash were transferred to the CLAT and (ii) 1,937,332 shares of Common Stock were transferred to the GRAT. The closing price of the Common Stock on May 29, 2008 was $9.00.

(d) As the sole trustee of The David F. Bolger Revocable Trust (which is the general partner of Two-Forty L.P.), Mr. Bolger has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 192,321 shares of Common Stock that are held by Two-Forty L.P.

As the sole trustee of the CLAT, Mr. Wells has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 2,526,955 shares of Common Stock that are held by the CLAT.

As the sole trustee of the GRAT, Mr. Bolger has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 1,937,332 shares of Common Stock that are held by the GRAT.

The CLAT disclaims that it is part of a group that includes any of the GRAT, Mr. Bolger and Two-Forty L.P. as well as any beneficial ownership of shares beneficially owned by the GRAT, Mr. Bolger or Two-Forty L.P.

Each of the GRAT, Mr. Bolger and Two-Forty L.P. disclaims that it or he is part of a group that includes the CLAT as well as any beneficial ownership of shares beneficially owned by the CLAT.

(e) Not applicable.

-9-

Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended by adding the following at the end of the final paragraph thereof:

In order for Mr. Bolger to make the Gifts to the CLAT and the GRAT, the CLAT and the GRAT must each agree, and each has agreed, to become bound by the terms of the Shareholders Agreement, which are described above in this Item 6.

Item 7. Material to be Filed as Exhibits

Exhibit No.	Description

1.	Joint Filing Agreement, dated as of May 28, 2008, by and among The Reporting Persons.

2.	The David F. Bolger 2008 Nongrantor Charitable Lead Annuity Trust, dated as of May 28, 2008, between David F. Bolger, as the donor, and Thomas M. Wells, Esquire, as the initial trustee.

3.	The David F. Bolger 2008 Grantor Retained Annuity Trust, dated as of May 28, 2008, between David F. Bolger, as the grantor, and David F. Bolger, as the trustee.

4.	Investor Representation Letter, dated as of May 25, 2006, among Cascade Bancorp, David F. Bolger and Northfield Mount Hermon School (previously filed as Exhibit 1 to Amendment No. 1 to the Statement on Schedule 13D filed on May 25, 2006).

5.	Investor Representation Letter, dated as of May 25, 2006, among Cascade Bancorp, David F. Bolger and West Bergen Mental Healthcare Foundation (previously filed as Exhibit 2 to Amendment No. 1 to the Statement on Schedule 13D filed on May 25, 2006).

6.	Letter Agreement, dated as of May 25, 2006, between Cascade Bancorp and Northfield Mount Hermon School (previously filed as Exhibit 3 to Amendment No. 1 to the Statement on Schedule 13D filed on May 25, 2006).

7.	Agreement of Merger, dated as of December 27, 2005, by and among Cascade Bancorp, F&M Holding Company, F&M Acquisition Corporation and David F. Bolger (previously filed as Exhibit 1 to the Statement on Schedule 13D filed on April 27, 2006).

8.	Investor Representation Letter, dated as of April 20, 2006, between Cascade Bancorp and David F. Bolger (previously filed as Exhibit 2 to the Statement on Schedule 13D filed on April 27, 2006).

9.	Investor Representation Letter, dated as of April 20, 2006, between Cascade Bancorp and Two-Forty Associates, a Pennsylvania limited partnership (previously filed as Exhibit 3 to the Statement on Schedule 13D filed on April 27, 2006).

10.	Shareholders Agreement, dated as of December 27, 2005, by and among Cascade Bancorp, David F. Bolger and each person listed on Schedule A thereto (previously filed as Exhibit 4 to the Statement on Schedule 13D filed on April 27, 2006).

-10-

11.	Amendment No. 1 to Agreement of Merger, dated as of April 13, 2006, by and among Cascade Bancorp, F&M Holding Company, F&M Acquisition Corporation and David F. Bolger (previously filed as Exhibit 5 to the Statement on Schedule 13D filed on April 27, 2006).

12.	Investor Representation Letter, dated as of April 20, 2006, among Cascade Bancorp, David F. Bolger and Clarence Jones (previously filed as Exhibit 6 to the Statement on Schedule 13D filed on April 27, 2006).

13.	Investor Representation Letter, dated as of April 20, 2006, among Cascade Bancorp, David F. Bolger and Thomas M. Wells (previously filed as Exhibit 7 to the Statement on Schedule 13D filed on April 27, 2006).

14.	Investor Representation Letter, dated as of April 20, 2006, among Cascade Bancorp, David F. Bolger and John Lambert and Carol A. Lambert (previously filed as Exhibit 8 to the Statement on Schedule 13D filed on April 27, 2006).

15.	Letter Agreement, dated as of April 20, 2006, between Cascade Bancorp and David F. Bolger (previously filed as Exhibit 1 to the Statement on Schedule 13D filed on April 27, 2006).

-11-

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.

Date:

	DAVID F. BOLGER


	/s/ DAVID F. BOLGER
	David F. Bolger


	TWO-FORTY ASSOCIATES, a Pennsylvania Limited Partnership

	By:	The David F. Bolger Revocable Trust, its General Partner

	By:	/s/ DAVID F. BOLGER
		David F. Bolger, its Trustee


	THE DAVID F. BOLGER 2008 GRANTOR RETAINED ANNUITY TRUST, an Irrevocable Trust


	By:	/s/ DAVID F. BOLGER
		David F. Bolger, its Trustee


	THE DAVID F. BOLGER 2008 NONGRANTOR CHARITABLE LEAD ANNUITY TRUST, a Charitable Annuity Trust


	By:	/s/ THOMAS M. WELLS
		Thomas M. Wells, its Trustee

-12-

INDEX OF EXHIBITS

Exhibit No.	Description

1.	Joint Filing Agreement, dated as of May 28, 2008, by and among The Reporting Persons.

2.	The David F. Bolger 2008 Nongrantor Charitable Lead Annuity Trust, dated as of May 28, 2008, between David F. Bolger, as the donor, and Thomas M. Wells, Esquire, as the initial trustee.

3.	The David F. Bolger 2008 Grantor Retained Annuity Trust, dated as of May 28, 2008, between David F. Bolger, as the grantor, and David F. Bolger, as the trustee.

4.	Investor Representation Letter, dated as of May 25, 2006, among Cascade Bancorp, David F. Bolger and Northfield Mount Hermon School (previously filed as Exhibit 1 to Amendment No. 1 to the Statement on Schedule 13D filed on May 25, 2006).

5.	Investor Representation Letter, dated as of May 25, 2006, among Cascade Bancorp, David F. Bolger and West Bergen Mental Healthcare Foundation (previously filed as Exhibit 2 to Amendment No. 1 to the Statement on Schedule 13D filed on May 25, 2006).

6.	Letter Agreement, dated as of May 25, 2006, between Cascade Bancorp and Northfield Mount Hermon School (previously filed as Exhibit 3 to Amendment No. 1 to the Statement on Schedule 13D filed on May 25, 2006).

7.	Agreement of Merger, dated as of December 27, 2005, by and among Cascade Bancorp, F&M Holding Company, F&M Acquisition Corporation and David F. Bolger (previously filed as Exhibit 1 to the Statement on Schedule 13D filed on April 27, 2006).

8.	Investor Representation Letter, dated as of April 20, 2006, between Cascade Bancorp and David F. Bolger (previously filed as Exhibit 2 to the Statement on Schedule 13D filed on April 27, 2006).

9.	Investor Representation Letter, dated as of April 20, 2006, between Cascade Bancorp and Two-Forty Associates, a Pennsylvania limited partnership (previously filed as Exhibit 3 to the Statement on Schedule 13D filed on April 27, 2006).

10.	Shareholders Agreement, dated as of December 27, 2005, by and among Cascade Bancorp, David F. Bolger and each person listed on Schedule A thereto (previously filed as Exhibit 4 to the Statement on Schedule 13D filed on April 27, 2006).

-13-

11.	Amendment No. 1 to Agreement of Merger, dated as of April 13, 2006, by and among Cascade Bancorp, F&M Holding Company, F&M Acquisition Corporation and David F. Bolger (previously filed as Exhibit 5 to the Statement on Schedule 13D filed on April 27, 2006).

12.	Investor Representation Letter, dated as of April 20, 2006, among Cascade Bancorp, David F. Bolger and Clarence Jones (previously filed as Exhibit 6 to the Statement on Schedule 13D filed on April 27, 2006).

13.	Investor Representation Letter, dated as of April 20, 2006, among Cascade Bancorp, David F. Bolger and Thomas M. Wells (previously filed as Exhibit 7 to the Statement on Schedule 13D filed on April 27, 2006).

14.	Investor Representation Letter, dated as of April 20, 2006, among Cascade Bancorp, David F. Bolger and John Lambert and Carol A. Lambert (previously filed as Exhibit 8 to the Statement on Schedule 13D filed on April 27, 2006).

15.	Letter Agreement, dated as of April 20, 2006, between Cascade Bancorp and David F. Bolger (previously filed as Exhibit 1 to the Statement on Schedule 13D filed on April 27, 2006).

-14-

EX-99.1 2 ex_1.htm EXHIBIT 1 -- JOINT FILING AGREEMENT Exhibit 99.1 -- Joint Filing Agreement

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(l) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, no par value of Cascade Bancorp, and that this agreement be included as an Exhibit to such joint filing, provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[signatures on following page]

IN WITNESS WHEREOF, each of the undersigned has executed this Joint Filing Agreement as of this 28th day of May, 2008.



	/s/ DAVID F. BOLGER

	David F. Bolger


	Two-Forty Associates , a Pennsylvania Limited Partnership

	By: The David F. Bolger Revocable Trust, its General Partner


	/s/ DAVID F. BOLGER

	By: David F. Bolger Title: Trustee


	THE DAVID F. BOLGER 2008 GRANTOR RETAINED ANNUITY TRUST, an Irrevocable Trust


	/s/ DAVID F. BOLGER

	By: David F. Bolger Title: Trustee


	THE DAVID F. BOLGER 2008 NONGRANTOR CHARITABLE LEAD ANNUITY TRUST, a Charitable Annuity Trust


	/s/ THOMAS M. WELLS

	By: Thomas M. Wells Title: Trustee

EX-99.2 3 ex_2.htm 2008 NONGRANTOR CHARITABLE LEAD ANNUITY TRUST

THE DAVID F. BOLGER

2008 NONGRANTOR CHARITABLE LEAD ANNUITY TRUST

On this 28 day of May , 2008, I, DAVID F. BOLGER, of the County of Sarasota, State of Florida (hereinafter “the Donor”), desiring to establish a charitable lead annuity trust within the meaning of Rev. Proc. 2007-45, hereby enter into this trust agreement (“Trust Agreement”) with THOMAS M. WELLS, ESQUIRE as the initial trustee (hereinafter “the Trustee”). This Trust Agreement and the trust hereunder may be referred to as “The David F. Bolger 2008 Nongrantor Charitable Lead Annuity Trust”.

ARTICLE I

Funding of Trust

The Donor hereby transfers and irrevocably assigns to the Trustee on the above date the property described in Schedule A, and the Trustee accepts the property and agrees to hold, manage, and distribute the property under the terms set forth in this Trust Agreement.

ARTICLE II

Donor’s Intent

It is the Donor’s intent to create a charitable lead annuity trust so that the value of the interest passing to the charitable income beneficiary is a completed gift and deductible as a charitable guaranteed annuity under Sections 170(f)(2)(B), 642(e), 2055(e)(2)(B), and 2522(c)(2)(B) of the Internal Revenue Code of 1986 as amended (hereinafter “the Code”), and the applicable regulations governing charitable lead annuity trusts. It is the Donor’s further intent to make a completed gift of a remainder interest in the trust principal to the irrevocable trust named in Article IX of this Trust Agreement. Every provision of this Trust Agreement shall be construed consistently with the Donor’s paramount intent as expressed in this Article II. Any provision of this Trust Agreement that is inconsistent with the Donor’s paramount intent as expressed in this Article II shall be of no effect.

ARTICLE III

Payment of Annuity Amount

In each taxable year of the trust during the annuity period, the Trustee shall pay to The Valley Hospital Foundation, a not-for-profit organization located in Ridgewood, New Jersey (hereinafter, the “The Valley Hospital Foundation”), an annuity amount equal to Twenty-One and 96/100 Percent (21.96%) of the initial net fair market value of all property transferred to the trust, valued as of the date of the transfer; PROVIDED, however, that if the annuity amount described herein exceeds Six Million Dollars ($6,000,000) (or a prorated portion of said amount in any short taxable year), then the Trustee shall instead pay (i) Six Million Dollars ($6,000,000) (or a prorated portion of said amount in any short taxable year) to The Valley Hospital Foundation, and (ii) the excess of the annuity amount described herein over the foregoing payment to The Valley Hospital Foundation to such one or more organizations described in Sections 170(c), 2055(a), and 2522(a) of the Code (including The Valley Hospital Foundation) as the Trustee shall select, and in such proportions as the Trustee shall decide, from time to time, in the Trustee’s sole discretion. If The Valley Hospital Foundation is not an organization described in Sections 170(c), 2055(a), and 2522(a) of the Code at the time any payment is to be made to it, the Trustee shall instead distribute such payment to one or more organizations described in Sections 170(c), 2055(a), and 2522(a) of the Code as the Trustee shall select, and in such proportions as the Trustee shall decide, from time to time, in the Trustee’s sole discretion. The term “the Charitable Organization” shall be used herein to refer collectively to the organization(s) then constituting the charitable recipient, whether named in this Article III, selected as an additional charitable recipient or subsequently selected as a substitute charitable recipient. During the trust term, no payment shall be made to any person other than the Charitable Organization and the interest of the Charitable Organization shall not be subject to commutation. The annuity period is a term of five (5) years. The first day of the annuity period shall be the date the property is transferred to the trust, and the last day of the annuity period shall be the day preceding the fifth (5^th) anniversary of that date. The annuity amount shall be paid annually at the end of each taxable year of the trust. Payment of the annuity amount shall be made first from income (including short term capital gains) and then, to the extent not so satisfied, from capital gains other than short term capital gains and then, to the extent not so

-2-

satisfied, from principal, in that order. In addition, to the extent the Trustee determines in the Trustee’s sole discretion that a further ordering of distributable assets is available, such modified ordering shall control. Any income of the trust for a taxable year in excess of the annuity amount shall be added to principal. If the initial net fair market value of the trust assets is incorrectly determined, then within a reasonable period after the value is finally determined for federal tax purposes, the Trustee shall pay to the Charitable Organization (in the case of an undervaluation) or receive from the Charitable Organization (in the case of an overvaluation) an amount equal to the difference between the annuity amount(s) properly payable and the annuity amount(s) actually paid. The trust under this Article III shall terminate at the termination of the annuity period. Upon such termination, the Trustee shall dispose of all of the then principal and income of the trust (other than any amount due to the Charitable Organization under the provisions of this Agreement) as set forth in Article IX of this Trust Agreement.

ARTICLE IV

Proration of Annuity Amount

The Trustee shall prorate the annuity amount on a daily basis for any short taxable year. In the first taxable year of the trust and in the taxable year in which the annuity period ends, the Trustee shall prorate the annuity amount on a daily basis for the number of days of the annuity period in that taxable year.

ARTICLE V

Taxable Year

The taxable year of the trust shall be the calendar year.

ARTICLE VI

Additional Contributions

No additional contributions shall be made to the trust under this Agreement after the initial contribution.

-3-

ARTICLE VII

Prohibited Transactions

The Trustee shall not engage in any act of self-dealing within the meaning of Section 4941(d) of the Code, as modified by Section 4947(a)(2) of the Code, and shall not make any taxable expenditures within the meaning of Section 4945(d) of the Code, as modified by Section 4947(a)(2) of the Code. The Trustee shall not retain any excess business holdings that would subject the trust to tax under Section 4943 of the Code, as modified by Sections 4947(a)(2) and 4947(b)(3) of the Code. In addition, the Trustee shall not acquire any assets that would subject the trust to tax under Section 4944 of the Code, as modified by Sections 4947(a)(2) and 4947(b)(3) of the Code, or retain assets which, if acquired by the Trustee, would subject the Trustee to tax under Section 4944 of the Code, as modified by Sections 4947(a)(2) and 4947(b)(3) of the Code.

ARTICLE VIII

Limited Power of Amendment

This Trust Agreement is irrevocable. The Donor shall have no right to alter it or amend it in any way. However, the Trustee shall have the power, acting alone, to amend the trust from time to time in any manner required for the sole purpose of ensuring that the annuity interest passing to the Charitable Organization is at all times a guaranteed annuity interest under Sections 2055(e)(2)(B) and 2522(c)(2)(B) of the Code and the regulations thereunder and that payments of the annuity amount to the Charitable Organization will be deductible from the gross income of the trust to the extent provided by Section 642(c)(1) of the Code and the regulations thereunder.

ARTICLE IX

Distribution Upon Termination of Annuity Period

At the termination of the annuity period, the Trustee shall transfer and deliver all of the then principal and income of the trust (other than any amount due to the Charitable Organization under the provisions above) to the then serving Trustee under THE DAVID F. BOLGER 2008 IRREVOCABLE FAMILY TRUST AGREEMENT, executed and funded of even date herewith and immediately prior to the execution and funding hereof, to be held and distributed in

-4-

accordance with the terms and conditions thereof, or, if said Trust is no longer in effect (notwithstanding any provisions of Section 732.513 (4), Florida Statutes, to the contrary), all of the then principal and income of the trust (other than any amount due to the Charitable Organization under the provisions above) shall be held IN TRUST and distributed on the same terms and conditions specified in the said DAVID F. BOLGER 2008 IRREVOCABLE FAMILY TRUST AGREEMENT, as in effect at the time of the execution of this Trust Agreement.

ARTICLE X

Trustee Powers

In addition to all powers and discretions conferred generally upon fiduciaries under the laws of the State of Florida, the Trustee shall have the following powers, in each case exercisable from time to time at discretion and without order or license of court; PROVIDED, however, that notwithstanding any of the provisions of this Trust Agreement, no power or discretion granted by law or by this Trust Agreement may be exercised by the Trustee if such exercise would in any way (i) be inconsistent with the Donor’s Intent as stated in Article II or otherwise defeat the intent of the Donor that the trust hereunder qualify as a charitable lead annuity trust so that the value of the interest passing to the Charitable Organization is deductible as a charitable guaranteed annuity under Sections 2055(e)(2)(B) and 2522(c)(2)(B) of the Code and so that the payments of the annuity amount to the Charitable Organization will be deductible from the gross income of the trust to the extent provided by Section 642(c) of the Code, or (ii) constitute a Prohibited Transaction as described in Article VII:

A. To retain indefinitely, and to invest and reinvest in, without notice to any beneficiary, stocks, shares, general or limited partnership interests, obligations and other securities or any other kind of personal or real property, even though any or all of the investments made or retained are of a character or size which, but for this express authority, would not be considered proper for a trustee;

B. To sell, to exchange, to lease and to make contracts concerning personal or real property, for such consideration and upon such terms as to credit or otherwise as the Trustee considers advisable, which leases and contracts may extend beyond the term of the trust; to give

-5-

options on real or personal property of the trust; to establish depreciation, depletion, tax or any other reserves; and to execute deeds, transfers, leases, and other instruments of any kind;

C. To hold securities or other property in bearer or unregistered form or in the name of the Trustee or of any other person, firm or corporation, without indication of any fiduciary capacity;

D. To give general or special proxies or powers of attorney (which may or may not be discretionary and with power of substitution) for voting or acting with respect to securities; to deposit securities with, or transfer them to, protective committees, voting trustees or similar bodies; to join in any reorganization; and to pay assessments or subscriptions called for in connection with securities held by the Trustee;

E. To compromise or submit to arbitration any claim or matter in dispute;

F. To credit particular receipts or gains, and to charge particular disbursements or losses or charges, to income or to principal of the trust or to apportion them between income and principal, whether such credits or charges relate to bonds acquired at a premium, to reserves or to any other matter, all as the Trustee considers fair and reasonable in each case;

G. To employ investment counsel and consult with them concerning the investments and management of the trust and to delegate to them such powers as the Trustee deems appropriate; to employ a custodian of any funds or securities and to delegate to the custodian such powers as the Trustee deems appropriate; to employ investment bankers and other appraisal services to value securities or other investments which are not publicly traded and to render advice and provide services in connection with the sale of any such securities or other investments; to employ legal counsel, accountants and other special services; and, in addition to the compensation and expenses of the Trustee, to pay the compensation and expenses of all such services even if rendered by the Trustee; and

H. To make any division or distribution of, or payment from, the trust, in kind by the fair and reasonable allotment and transfer of specific securities or other personal or real property

-6-

or undivided interests therein, at then current values, in lieu of cash, as a part or the whole of any one or more shares or payments.

ARTICLE XI

Investment Advisor

A. The Trustee hereunder shall have the right at any time or from time to time to designate an Investment Advisor to the Trustee with respect to any capital stock of CASCADE BANCORP, or any successor thereto by merger, combination or like process (whether or not Cascade is the surviving entity) (“Cascade”). The Investment Advisor shall be an individual or business entity with experience and skill in investment management or investment banking and with knowledge of the markets for Cascade stock. The Investment Advisor may be, but is not required to be, an investment advisor registered as such under the Investment Advisors Act of 1940, as amended. In no case may the Investment Advisor be the Donor, a lineal descendant of the Donor, or a “related or subordinate party” with respect to the Trustee, the Donor or any lineal descendant of the Donor as the aforesaid quoted term is defined in Section 672(c) of the Code. The appointment of the Investment Advisor shall be by written instrument signed by the Trustee. To qualify, any person or entity designated as Investment Advisor hereunder shall deliver a written instrument to the Trustee indicating acceptance and agreement that all powers conferred upon such Investment Advisor will be exercised in a fiduciary capacity for the exclusive interest of the beneficiaries.

B. The Investment Advisor shall serve for such term and upon such conditions as the Trustee shall determine advisable and provide in the appointing instrument. Without limiting the foregoing, unless the appointing instrument provides otherwise, during any period for which an Investment Advisor is appointed and acting hereunder, the Investment Advisor shall have sole authority to make all decisions with respect to the retention, purchase, sale, exchange, tender, and other transactions affecting the ownership of the capital stock of Cascade; PROVIDED, however, that notwithstanding anything herein or in any appointing instrument to the contrary, in no event shall the appointment of an Investment Advisor hereunder impair the Trustee’s obligation to pay the annuity amount to the Charitable Organization as described in Article III of this Trust Agreement.

-7-

C. Any Investment Advisor hereunder shall be entitled to receive reasonable compensation from the subject trust for such Advisor’s services and responsibilities in accordance with such Advisor’s schedule or rate of compensation currently in effect when the services are performed, or as otherwise established by agreement with the Trustee.

D. To the extent permitted by applicable law, in no event shall any Trustee hereunder (i) incur liability for any loss resulting from any decision of an Investment Advisor made pursuant to the provisions of this Article or of the appointing instrument, or (ii) be liable for any matter with respect to which the Trustee is directed by an Investment Advisor pursuant to the provisions of this Article or of the appointing instrument.

ARTICLE XII

Trustees

A. References in this Trust Agreement to the “Trustee” mean the Trustee, whether original or successor, for the time being in office. Any Trustee may resign, without stating cause, by giving written notice to the Donor, if he is then living, or if not, to the Trustees of THE BOLGER FOUNDATION, a charitable organization that was created as a New Jersey Non-Profit Corporation on August 18, 1964, and that is described in Section 501(c)(3) of the Code.

B. THOMAS M. WELLS, ESQUIRE may appoint a successor Trustee or Trustees, to serve together or consecutively, or select a method of appointing successor Trustees, all as prescribed by an instrument in writing kept or filed with the records of THE DAVID F. BOLGER 2008 NONGRANTOR CHARITABLE LEAD ANNUITY TRUST. If at any time the office of Trustee is vacant and no willing and able successor is appointed pursuant to the provisions of the preceding sentence, then the Trustees of THE BOLGER FOUNDATION shall appoint a successor Trustee. Each successor Trustee hereunder, regardless of the method of such Trustee’s appointment, is to be an individual, or a corporation authorized to engage in trust business in any state or commonwealth of the United States or in the District of Columbia; PROVIDED, however, that if a corporation is appointed as successor Trustee, it shall (1) have been regularly engaged in the United States of America in the business of a trust company for at least five (5) years prior to its appointment as Trustee hereunder, (2) have a net worth at the time

-8-

of such appointment in excess of Twenty Million Dollars ($20,000,000), and (3) not be a “related or subordinate party” with respect to the Donor or any trust beneficiary hereunder as the aforesaid quoted term is defined in Section 672(c) of the Code; and PROVIDED, further, that if an individual is appointed as successor Trustee, he or she must be one who (i) possesses business and/or professional qualifications which make him or her qualified to serve as Trustee, (ii) has not been convicted of any felonious crime, (iii) is not the Donor or a family member or lineal descendant of the Donor, (iv) can possess the powers vested exclusively in the Trustee without causing the Donor, any trust beneficiary, or the Trustee personally to be treated as an owner of any trust hereunder for federal income, estate, or generation-skipping transfer tax purposes, and (v) is not a “related or subordinate party” with respect to the Donor or any trust beneficiary hereunder as the aforesaid quoted term is defined in Section 672(c) of the Code. The appointment of any successor Trustee shall take effect upon written acceptance of the office by such Trustee.

C. Unless otherwise agreed upon engagement hereunder, the compensation of each Trustee hereunder shall be reasonable and customary and not in excess of such compensation as would be approved by a court of competent jurisdiction. A corporate Trustee shall be compensated by agreement or, in the absence of such agreement, in accordance with its fee schedule as in effect at the time of payment. Trustee compensation must be fully disclosed in writing to the current income beneficiaries of the affected trust hereunder.

D. The Trustee shall be entitled to reimbursement for any out-of-pocket expenditures made or incurred in the proper administration of the trusts under this Agreement or in furtherance of his or her fiduciary duties and obligations.

E. To the extent permitted by law, no bond or other security shall be required of any Trustee or fiduciary serving at any time, or if a bond is required by law, no surety on such bond shall be required.

F. No one dealing with the Trustee need inquire concerning the validity of anything the Trustee purports to do or need see to the application of any money paid or property transferred to or upon the order of the Trustee.

-9-

G. A Trustee hereunder shall have the power and authority by written instrument which is acknowledged, to surrender, release, renounce, or disclaim any one or more of the powers of the Trustee and thereafter it shall never again be exercised by such Trustee.

H. For purposes of this Trust Agreement, an individual Trustee is “disabled” (and while disabled shall not serve as Trustee) when a written certification is in effect that the examined Trustee is physically or mentally incapable of managing the affairs of the trust, whether or not there is an adjudication of the Trustee’s incompetence. This certification shall be valid only if it is signed by at least two (2) physicians, each of whom has personally examined the Trustee, and need not indicate any cause for the Trustee’s disability. A certification of disability shall be rescinded when a serving Trustee receives a certification that the former Trustee is capable of managing the trust’s affairs. This certification, too, shall be valid only if it is signed by at least two (2) physicians, each of whom has personally examined the Trustee and at least one (1) of whom is board certified in the specialty most closely associated with the former disability. No person is liable to anyone for actions taken in reliance on the certifications under this paragraph, or for dealing with a Trustee other than the one removed for disability based on these certifications.

I. Each individual Trustee serving hereunder who fails within a reasonable time to undergo a medical examination at the written request of any person having an interest hereunder (including, but not limited to, another Trustee acting hereunder) or of the Trustees of THE BOLGER FOUNDATION for the sole purpose of determining if the individual lacks the required capacity to continue to so serve hereunder or fails to cause the results of such examination to be made available within a reasonable time to the person making the written request, shall be treated as resigning as such fiduciary, provided that there is reasonable basis to request the medical examination be undertaken and provided further that no such request may be made more than once every thirty-six (36) months.

-10-

ARTICLE XIII

Governing Law

The operation of the trust shall be governed by the laws of the State of Florida. However, the Trustee is prohibited from exercising any power or discretion granted under said laws that would be inconsistent with the requirements for the charitable deductions available to a charitable lead annuity trust or for contributions to a charitable lead annuity trust.

ARTICLE XIV

Investment of Trust Assets

Except as provided in Article VII herein, nothing in this Trust Agreement shall be construed to restrict the Trustee from investing the trust assets in a manner that could result in the annual realization of a reasonable amount of income or gain from the sale or disposition of trust assets.

ARTICLE XV

Retained Powers and Interests

Notwithstanding any other provision of this Trust Agreement to the contrary, no person shall hold any power or possess any interest that would cause the Donor to be treated as the owner of any portion of the trust under the provisions of subpart E, part I, subchapter J, chapter 1, subtitle A of the Code. In addition, no income or principal of the trust shall be used for the benefit of the Donor or the spouse of the Donor or to pay premiums on any policy of insurance on the life of the Donor or the spouse of the Donor; no loans shall be made, directly or indirectly, from the trust hereunder to the Donor or the spouse of the Donor; no property shall be bought from, sold to, exchanged with or leased to or from any person for less than adequate consideration in money or money’s worth; and, the Donor shall not have the power to control in any manner the administration of the trust hereunder.

-11-

ARTICLE XVI

Documents and Reliance

The original of each amendment of this Trust Agreement by the Trustee, each resignation, removal or appointment of a Trustee, and each acceptance of appointment shall be kept attached to the original Trust Agreement, which shall be held by the Trustee. Anyone may rely on a copy, certified by a notary public, of this Trust Agreement or of any writings attached thereto as fully as on the original document; and anyone may rely fully upon any statements of fact certified by anyone who appears from the original document or a certified copy thereof to be a Trustee hereunder.

WITNESS the due execution hereof as of the day and year aforesaid.

WITNESSES:	DONOR:

/s/ AnnMarie P. Smits	/s/ David F. Bolger (SEAL) DAVID F. BOLGER

/s/ Nicole Cleenput

	TRUSTEE:

/s/ AnnMarie P. Smits	/s/ Thomas M. Wells (SEAL) THOMAS M. WELLS

/s/ Nicole Cleenput

-12-

The foregoing instrument was signed by DAVID F. BOLGER, the Donor, as his David F. Bolger 2008 Nongrantor Charitable Lead Annuity Trust Agreement, in our presence, and we, in his presence and in the presence of each other have hereunto subscribed our names as witnesses, this 28 day of May , 2008.

/s/ AnnMarie P. Smits	/s/ Nicole Cleenput

Address: 109 Lionshead Dr. East	Address: 30 Pledge Rd. Apt 23

Wayne, NJ 07470	Ridgewood, NJ 07450

-13-

THE DAVID F. BOLGER

2008 NONGRANTOR CHARITABLE LEAD ANNUITY TRUST

SCHEDULE “A”

• Five Million One Hundred Thousand Dollars ($5,100,000) Cash; and

• 2,526,955 shares of Cascade Bancorp common stock (CUSIP 147154108; NASDAQ: CACB),

both transferred to The David F. Bolger 2008 Nongrantor Charitable Lead Annuity Trust on May 29, 2008.

-A-

AFFIDAVIT

STATE OF New Jersey

COUNTY OF Bergen

)

) ss.:

)

We, DAVID F. BOLGER, AnnMarie P. Smits , and Nicole Cleenput , the Donor and the witnesses, respectively, whose names are signed to the attached or foregoing instrument, having been sworn, declared to the undersigned officer that DAVID F. BOLGER, in the presence of witnesses, signed, and that each of the witnesses, in the presence of DAVID F. BOLGER and in the presence of each other, signed the instrument as a witness.

/s/ David F. Bolger	/s/ AnnMarie P. Smits
DAVID F. BOLGER	Witness

/s/ Nicole Cleenput Witness

Subscribed and sworn to before me by DAVID F. BOLGER, the Grantor and the Trustee, who is personally known to me or who has produced ____________________________ as identification, and by AnnMarie P. Smits , a witness, who is personally known to me or who has produced ____________________________________ as identification, and by Nicole Cleenput , a witness, who is personally known to me or who has produced ____________________________________ as identification, on May 28 , 2008.

	/s/ Patricia A. Hopp Signature of Notary Public

	Patricia A. Hopp Printed Name of Notary Public

ACKNOWLEDGMENT

STATE OF New Jersey

COUNTY OF Bergen

)

) ss.:

)

Subscribed and sworn to before me by THOMAS M. WELLS, the Trustee, who is personally known to me or who has produced ____________________________ as identification, and by AnnMarie P. Smits , a witness, who is personally known to me or who has produced ____________________________________ as identification, and by Nicole Cleenput , a witness, who is personally known to me or who has produced ____________________________________ as identification, on May 28 , 2008.

	/s/ Patricia A. Hopp Signature of Notary Public

	Patricia A. Hopp Printed Name of Notary Public

My commission expires:

This document was prepared by:

Barbara A. Simanek, Esq.
Kirkpatrick & Lockhart Preston Gates Ellis llp
Wachovia Financial Center
200 South Biscayne Blvd, Suite 3900
Miami, FL 33131-2399

EX-99.3 4 ex_3.htm 2008 GRANTOR RETAINED ANNUITY TRUST

THE DAVID F. BOLGER

2008 GRANTOR RETAINED ANNUITY TRUST

THIS TRUST AGREEMENT is made as of the 28 day of May , 2008, between DAVID F. BOLGER, of the County of Sarasota, State of Florida, as the Grantor, and DAVID F. BOLGER, as the Trustee.

ARTICLE I: DEFINITIONS

For purposes of this Trust Agreement, the following words and expressions shall have the following meanings and usages:

(A) “anniversary of the Trust Creation Date”: the date that is the last day within one year of the Trust Creation Date and the same date in each succeeding year of the Initial Trust Term.

(B) “Code”: the Internal Revenue Code of 1986, as the same may be amended from time to time. All references to a section or chapter of the Code shall be deemed to refer as well to any subsequent provision of law enacted in its place.

(D) “Grantor’s Will”: the Last Will and Testament of the Grantor, whenever executed, that is duly admitted to probate.

(E) “Initial Trust Term”: the period of time beginning on the Trust Creation Date and ending on the fifth (5^th) anniversary of the Trust Creation Date.

(F) “personal representative”: as to a given individual, the person or persons, whether denominated as executors, administrators, personal representatives or otherwise, duly authorized to administer that individual’s estate pursuant to that individual’s Last Will and Testament in the jurisdiction in which such Will is admitted to original probate, or pursuant to the laws of intestacy governing the administration of that individual’s estate, if he or she died without a will.

(G) “recipient”: the person or persons receiving the Annuity Amount (as hereinafter defined in paragraph (A) of Article IV below) pursuant to paragraph (A) of Article IV below.

(H) “Trust Creation Date”: the earliest date on which the property listed on Schedule “A” annexed hereto has been transferred, for federal gift tax purposes, by the Grantor to the Trustee.

(I) “Trust Fund”: all property (principal plus accrued, accumulated and undistributed income) that, at any particular time, belongs to a trust under this Trust Agreement.

(J) “Trustee”: the Trustee of the trust hereunder serving under this Trust Agreement at any given time. All references in this Trust Agreement to the “Trustee”, and the corresponding pronouns and verbs, shall be construed in the masculine or feminine and in the singular or plural, whichever construction is consistent with the context or the facts prevailing at any given time.

ARTICLE II: TRUST FUND

The Grantor hereby assigns, transfers and delivers to the Trustee the property listed on Schedule “A” annexed hereto. The Trustee hereby acknowledges receipt of such property and agrees to hold such property in trust and to manage and dispose of it in accordance with the provisions of this Trust Agreement. The primary dispositive terms of the trusts hereunder are set forth in Articles IV and V of this Trust Agreement. The trust under Article IV of this Trust Agreement may be identified as the “DAVID F. BOLGER 2008 GRANTOR RETAINED ANNUITY TRUST”. This Trust Agreement may be identified as the “DAVID F. BOLGER 2008 GRANTOR RETAINED ANNUITY TRUST AGREEMENT”.

ARTICLE III: IRREVOCABILITY

This Trust Agreement and the trusts hereunder may not be altered, amended, revoked or terminated by the Grantor, in whole or in part.

-2-

ARTICLE IV: DISPOSITION OF TRUST FUND DURING INITIAL TRUST TERM

Following are dispositive provisions of the DAVID F. BOLGER 2008 GRANTOR RETAINED ANNUITY TRUST:

(A) (1) On each anniversary of the Trust Creation Date during the Initial Trust Term (each such date being hereinafter referred to as an “Annuity Payment Date”), the Trustee shall pay to the Grantor, if the Grantor is living on the Annuity Payment Date, or, if he is not then living, shall pay to the Grantor’s personal representative an amount (the “Annuity Amount”) equal to a percentage of the initial fair market value of the Trust Fund in accordance with the following schedule:

ANNUITY payment date	percentage of initial trust FUND value
First Anniversary	14.9235000%
Second Anniversary	17.9082000%
Third Anniversary	21.4898400%
Fourth Anniversary	25.7878080%
Fifth Anniversary	30.9453696%

(2) In determining the Annuity Amount, the initial fair market value of the Trust Fund assets shall be their value as of the Trust Creation Date as finally determined for federal tax purposes.

(B) The Annuity Amount shall be paid first from income of the trust and then from trust capital gains (including gains allocable to appreciation before the Trust Creation Date) and, to the extent income and capital gains are insufficient, from principal. Any income of the trust for a taxable year that is not paid in accordance with paragraph (A) of this Article IV or in accordance with the immediately preceding sentence shall be added to principal and invested as such. During the Initial Trust Term, the Trustee may not issue notes, other debt instruments, or options or make similar financial arrangements in payment of the annual Annuity Amount. In

-3-

order to satisfy the payment to the recipient, payment must be made with either cash or other assets held by the trust.

(C) If the initial net fair market value of the Trust Fund is incorrectly determined by the Trustee, then, within a reasonable period after the value is finally determined for federal tax purposes, the Trustee shall pay to or for the benefit of the recipient, in the case of an undervaluation, or shall receive from the recipient, in the case of an overvaluation, an amount equal to the difference between the Annuity Amounts properly payable and the Annuity Amounts actually paid, plus, if required by the Code, interest, compounded annually, computed for any period at the rate of interest that the federal income tax Regulations prescribe.

(D) The trust under this Article IV shall terminate upon the last day of the Initial Trust Term. The Trustee shall, upon such termination and after payment of the final installment of the Annuity Amount, dispose of the Trust Fund remaining as set forth in Article V of this Trust Agreement.

(E) In determining the Annuity Amount for any short taxable year, the Trustee shall prorate such Annuity Amount on a daily basis, as provided in Treasury Regulation Section 25.2702-3(b)(3).

(F) (1) During the Initial Trust Term, no additional contributions may be made to the DAVID F. BOLGER 2008 GRANTOR RETAINED ANNUITY TRUST after the initial contribution, as described in Article II of this Trust Agreement.

(2) No payment or application of any portion of the Trust Fund shall be made at any time during the Initial Trust Term to or for the benefit of (i) any person other than the Grantor for so long as the Grantor is living, or (ii) any person other than the Grantor’s personal representative after the death of the Grantor.

(3) During the Initial Trust Term, no property shall be distributed to or for the benefit of the Grantor other than the payments of the Annuity Amount, whether to reimburse the Grantor for any income taxes imposed on him on account of the trust or for any other reason.

-4-

(4) The interest of the Grantor shall not be subject to commutation.

(G) It is the Grantor’s paramount intention that the interest retained by him in the Annuity Amounts qualify as a “qualified annuity interest” within the meaning of Section 2702(b)(1) of the Code and Section 25.2702-3 of the Treasury Regulations promulgated thereunder and that the trust under this Article IV in all other respects conform to Section 2702(b)(1) of the Code and Section 25.2702-3 of the Treasury Regulations. Accordingly, no authorization or direction or other provisions contained in this Trust Agreement that would prevent the Annuity Amounts and the trust under this Article IV from so qualifying and so conforming shall apply to the trust, it being the Grantor’s intention that any court having jurisdiction over this Trust Agreement construe it accordingly. Any terms or provisions of such Code Section or Treasury Regulation required to be included in the Trust Agreement in order to effectuate the Grantor’s intention as stated in this paragraph (G) of Article IV are hereby incorporated herein by reference to such Code Section and Treasury Regulations.

ARTICLE V: DISPOSITION OF REMAINDER

Upon the expiration of the Initial Trust Term and after the last payment of the Annuity Amount, the Trustee shall transfer and deliver the Trust Fund to the then serving Trustee under THE DAVID F. BOLGER 2008 IRREVOCABLE FAMILY TRUST AGREEMENT, executed and funded of even date herewith and immediately prior to the execution and funding hereof, to be held and distributed in accordance with the terms and conditions thereof, or, if said Trust is no longer in effect (notwithstanding any provisions of Section 732.513 (4), Florida Statutes, to the contrary), the Trust Fund after said last payment of the Annuity Amount shall be held IN TRUST (after resignation of the Grantor as Trustee hereunder, if he is then serving) and distributed on the same terms and conditions specified in the said DAVID F. BOLGER 2008 IRREVOCABLE FAMILY TRUST AGREEMENT, as in effect at the time of the execution of this Trust Agreement.

-5-

ARTICLE VI: TRUST ADMINISTRATION

(A) The interests of any beneficiary hereunder, including a remainderman, in income or principal, shall not be subject to voluntary or involuntary alienation; and the principal and Income of each trust estate shall be paid by the Trustee directly to or for the use of the beneficiary entitled thereto, without regard to any assignment, order, attachment or claim whatsoever.

(B) Corporate distributions received in shares of the distributing corporation shall be allocated to principal, regardless of the number of shares and however described or designated by the distributing corporation.

(C) The division of property as between distributive shares of different beneficiaries hereunder need not be a pro-rata division of each asset, but may be an allocation of different kinds of or interest in property to each part of a division, so long as the total market value of each is not affected.

ARTICLE VII: CHOICE OF LAW

All questions pertaining to the validity, construction and administration of this Trust Agreement and the trusts hereunder shall be determined in accordance with the laws of the State of Florida in effect from time to time.

ARTICLE VIII: TRUSTEE POWERS

(A) During the Initial Trust Term, no Trustee hereunder shall possess or participate in the exercise of any power given to a Trustee hereunder, or by law, the possession of which would be inconsistent with the Grantor’s intent that the Trust Agreement create a qualified annuity interest pursuant to Section 2702 of the Code and the Treasury Regulations promulgated thereunder.

(B) Subject to the overriding provisions of paragraphs (B), (F) and (G) of Article IV and Article VI, the Grantor gives to the Trustee hereunder all powers and discretions conferred generally upon fiduciaries under the laws of the State of Florida. Without limiting the

-6-

foregoing, the Grantor also gives to such fiduciary the following powers and discretions as to all property of whatever kind at any time held by a Trustee hereunder, including income held by a Trustee hereunder, until final distribution, which such Trustee may exercise as such Trustee deems advisable:

(1) To sell, purchase, exchange, invest and reinvest in bonds, preferred or common stocks, mortgages, interests in any kind of investment trust, or other evidences of rights, interests or obligations, secured or unsecured, foreign or domestic, works of art or any other property, real or personal and whether or not in the nature of a wasting asset, without any duty to diversify investments, and fully free of any and all restrictions imposed by law upon the investment of funds held by a fiduciary; and to retain the same for any period of time without liability therefor;

(2) To employ such one or more agents, accountants, custodians, experts and counsel, legal or investment (including any firm with which any Trustee may be affiliated), as the Trustee shall determine, to delegate discretionary powers to them, and rely upon information or advice furnished by them, and to compensate them out of the property of the trusts hereunder;

(3) To improve, lease (for any term, whether or not beyond the Initial Trust Term or the term of the administration of any trust hereunder or the term fixed by any law), partition or otherwise deal with or dispose of any real or personal property or any interest therein; to demolish or to make alterations in and extraordinary improvements to any building now or hereafter located on any such property; to construct new buildings; and to enter into contracts or grant options (such contracts or options may be for any period, whether or not beyond the Initial Trust Term or the term of the administration of any trust hereunder) as to any of the foregoing;

(4) To consent to the modification, renewal or extension of any note, whether or not secured, or any bond or mortgage, or any term or provision thereof, or any guarantee thereof, or to the release of such guarantee; to release obligors on bonds secured by mortgages or to refrain from instituting suits or actions against such obligors for deficiencies; to use property held under this Trust Agreement for the protection of any investment in real property or in any mortgage on real property;

(5) To abandon any property, real or personal, that the Trustee deems to be worthless or not of enough value to warrant keeping or protecting; to abstain from the payment of taxes, water rents, assessments, repairs, maintenance and upkeep of it; to permit such property to be lost by tax sale or other proceeding, or to convey it for nominal or no consideration;

(6) To exercise or dispose of any or all options, privileges or rights appurtenant or incident to the ownership of any property, whether to vote, assent, subscribe,

-7-

convert or of any other nature; to become a party to, or deposit securities or other property under, or accept securities issued under, any voting deed of trust;

(7) To assent to or participate in any reorganization, readjustment, recapitalization, liquidation, partial liquidation, consolidation, merger, dissolution, sale or purchase of assets, lease, mortgage, contract or other action or proceeding by any corporation and, in that connection, to exchange any property for any other property, to subscribe to new securities, and to pay any assessments or other expenses; to delegate discretionary powers to any reorganization, protective or similar committee;

(8) To borrow money from any party for any purpose (including margin loans in securities accounts), and to give or not to give security for the loan;

(9) To consent, or to decline to consent, to the election (including any that are now in effect) by any corporation to be taxed under subchapter S of the Code;

(10) To make any loans, either secured or unsecured, in such amounts, and upon such terms as to interest and repayment, and to such persons, firms or corporations (including the estate of the Grantor) as the Trustee determines in the Trustee’s discretion, and, in the case of a loan to the Grantor’s estate, irrespective of whether any beneficiary, personal representative or trustee under the Grantor’s Will is a beneficiary or trustee under this Trust Agreement; PROVIDED, however, that all loans shall be made at a reasonable rate of interest;

(11) To purchase assets at their fair market value from the Grantor’s estate, or from any trust created under the Grantor’s Will upon such terms and conditions as the Independent Trustee shall determine, and irrespective of whether any beneficiary, personal representative or trustee under the Grantor’s Will is a beneficiary or fiduciary under this Trust Agreement;

(12) To sell, liquidate, incorporate or carry on (for any period) any business conducted by the Grantor or in which the Grantor is interested as shareholder, partner or otherwise;

(13) To hold property in the name of a nominee or unregistered or in such form as will pass by delivery;

(14) To make division or distribution hereunder either in cash or in kind; and, in connection therewith, to allocate to different shares different kinds of or interests in property and property having different bases for federal income tax purposes, all as the Trustee in the exercise of the Trustee’s fiduciary duty determines to be equitable; and

(15) To do any and all acts, to exercise any and all rights, to enter into any and all proceedings, contracts (including contracts extending beyond the Initial Trust Term or the term of the administration of any trust hereunder or containing guarantees, warranties, representations and indemnifications of any kind or nature effective for any period), and other instruments (whether or not specified above and including but not limited to the preparation and

-8-

filing of any and all registration statements and papers, documents and instruments of whatever kind and nature with the Securities and Exchange Commission and the payment of any and all expenses in that connection) necessary or proper in the Trustee’s opinion in the administration of the trust.

It is the Grantor’s intention by the foregoing that a Trustee hereunder shall have the investment authority and discretion that is accorded fiduciaries under the laws of the State of Florida, liberally construed; PROVIDED, however, that the Trustee may retain property contributed to the trusts or property received as distributions with respect to such originally contributed property without duty of diversification. Notwithstanding the foregoing, a Trustee is specifically authorized to hold and retain investments of any period of maturity, even a maturity period extending beyond the term of the administration of any trust created hereunder, in any property, real or personal, wherever located, and irrespective of whether it otherwise would be proper for trustees to hold, including, but not limited to, puts, calls, warrants, options, futures contracts, exchange funds, notional contracts, joint ventures, venture capital funds, private equity funds, private equity, and hedge funds, all as the Trustee, in the Trustee’s fiduciary discretion, deems advisable.

(C) No person dealing with the Trustee shall be bound to see to the application or disposition of cash or other property transferred to such person or to inquire into the authority for or propriety of any action by the Trustee.

(D) Distributions hereunder may be made in kind or in cash, or partly in kind and partly in cash, to any one or more of the beneficiaries hereunder.

(E) During the Initial Trust Term, the Grantor, individually (in a non-fiduciary capacity), retains the power to reacquire at any time any portion of the Trust Fund of the trust by substituting other property of equivalent value therefor. This power shall be exercisable by the Grantor at any time in the Grantor’s sole and absolute discretion. The Grantor may at any time irrevocably relinquish the right to reacquire trust assets under this paragraph (E) by delivering a written notice of relinquishment to the Trustee.

-9-

(F) Nothing in this Trust Agreement shall be construed to restrict the Trustee from investing the Trust Fund in a manner that could result in the annual realization of a reasonable amount of income or gain from the sale or disposition of assets of the Trust Fund.

(G) Notwithstanding any provision herein to the contrary, during the life of the Grantor, no powers enumerated herein or accorded to trustees generally pursuant to law shall be construed:

(1) To enable any person to purchase, exchange or otherwise deal with or dispose of all or any part of the Trust Fund for less than adequate consideration or security in money or money’s worth.

(2) To permit any person, without the written consent of the Trustee hereunder while acting in a fiduciary capacity, to exercise the power to vote or direct the voting of any stock or other securities of the Trust Fund hereunder, or to control the investment of the Trust Fund hereunder either by directing investments or by vetoing proposed investments or reinvestments.

(3) To permit the Grantor, a nonadverse party, or both, to borrow all or any part of the principal or income of the trusts hereunder, directly or indirectly, without adequate interest or without adequate security.

(H) Notwithstanding any provision of this Trust Agreement to the contrary, the Trustee hereunder shall remain bound by the terms and conditions of any stockholders or similar agreement that may be applicable to shares of a corporation or equity interests in a partnership, a limited liability company or any other business transferred to the trust hereunder.

ARTICLE IX: TRUSTEES

(A) References in this Trust Agreement to the “Trustee” mean the Trustee, whether original or successor, for the time being in office. Any Trustee may resign, without stating cause, by giving written notice to the Grantor during the Initial Trust Term, if he is then living, or if not, to the Trustees of THE BOLGER FOUNDATION, a charitable organization that

-10-

was created as a New Jersey Non-Profit Corporation on August 18, 1964, and that is described in Section 501(c)(3) of the Code.

(B) If the Grantor, DAVID F. BOLGER, is unable or unwilling to serve or to continue to serve as Trustee hereunder, then THOMAS M. WELLS, ESQUIRE shall serve as successor Trustee. If THOMAS M. WELLS, ESQUIRE serves as Trustee hereunder, he may appoint a successor Trustee or Trustees, to serve together or consecutively, or select a method of appointing successor Trustees, all as prescribed by an instrument in writing kept or filed with the records of THE DAVID F. BOLGER 2008 GRANTOR RETAINED ANNUITY TRUST. If at any time the office of Trustee is vacant and no willing and able successor is appointed pursuant to the foregoing provisions of this paragraph, then the Trustees of THE BOLGER FOUNDATION shall appoint a successor Trustee. Each successor Trustee hereunder, regardless of the method of such Trustee’s appointment, is to be an individual, or a corporation authorized to engage in trust business in any state or commonwealth of the United States or in the District of Columbia; PROVIDED, however, that if a corporation is appointed as successor Trustee, it shall (1) have been regularly engaged in the United States of America in the business of a trust company for at least five (5) years prior to its appointment as Trustee hereunder, (2) have a net worth at the time of such appointment in excess of Twenty Million Dollars ($20,000,000), and (3) not be a “related or subordinate party” with respect to the Grantor or any trust beneficiary hereunder as the aforesaid quoted term is defined in Section 672(c) of the Code; and PROVIDED, further, that if an individual is appointed as successor Trustee, he or she must be one who (i) possesses business and/or professional qualifications which make him or her qualified to serve as Trustee, (ii) has not been convicted of any felonious crime, (iii) is not the Grantor or a family member or lineal descendant of the Grantor, (iv) can possess the powers vested exclusively in the Trustee without causing the Grantor, any trust beneficiary, or the Trustee personally to be treated as an owner of any trust hereunder for federal income, estate, or generation-skipping transfer tax purposes, and (v) is not a “related or subordinate party” with respect to the Grantor or any trust beneficiary hereunder as the aforesaid quoted term is defined in Section 672(c) of the Code. The appointment of any successor Trustee shall take effect upon written acceptance of the office by such Trustee.

-11-

(C) The Trustee, at any time the Trustee deems advisable, may appoint a Special Trustee hereunder who shall have sole authority to vote the capital stock of CASCADE BANCORP, or any successor thereto by merger, combination or like process (whether or not Cascade is the surviving entity) (“Cascade”). The appointment of the Special Trustee shall be by written instrument signed by the Trustee. The Trustee may appoint the Special Trustee for such term and upon such conditions as the Trustee shall designate in the appointing instrument. To qualify, any person or entity designated as Special Trustee hereunder shall deliver a written instrument to the Trustee indicating acceptance and agreement that the power conferred upon such Special Trustee will be exercised in a fiduciary capacity for the exclusive interest of the beneficiaries. To the extent permitted by applicable law, in no event shall any Trustee hereunder be liable for any matter with respect to which he, she or it is directed pursuant to the provisions of this paragraph except in cases of willful misconduct. In no event shall a Special Trustee hereunder be the Grantor, a lineal descendant of the Grantor, or a “related or subordinate party” with respect to the Trustee, the Grantor, or any lineal descendant of the Grantor as the aforesaid quoted term is defined in Section 672(c) of the Code. Any Special Trustee hereunder shall be entitled to receive reasonable compensation from the subject trust for such Special Trustee’s services and responsibilities in accordance with such Special Trustee’s schedule or rate of compensation currently in effect when the services are performed, or as otherwise established by agreement with the Trustee.

(D) All powers, authority and discretion herein granted to the Trustee hereunder shall pass to and be exercisable by each successor Trustee. No successor Trustee shall be obliged to examine the accounts, records, and acts of any previous Trustee or any allocations of receipts or disbursements as between principal and income made by any previous Trustee.

(E) An individual Trustee may be placed in a position of having conflicting interests as a Trustee hereunder and as an individual; but conflicting interests shall not be a basis for such Trustee not participating in the exercise of any right, power or discretion granted to such Trustee hereunder.

(F) Unless otherwise agreed upon engagement hereunder, the compensation of each Trustee hereunder shall be reasonable and customary and not in excess of such

-12-

compensation as would be approved by a court of competent jurisdiction; PROVIDED, however, that the Grantor shall serve without compensation. In addition, the Trustee shall be entitled to reimbursement for any out-of-pocket expenditures made or incurred in the proper administration of the trusts under this Agreement or in furtherance of his or her fiduciary duties and obligations. A corporate Trustee shall be compensated by agreement or, in the absence of such agreement, in accordance with its fee schedule as in effect at the time of payment. Trustee compensation must be fully disclosed in writing to the current income beneficiaries of the affected trust hereunder.

(G) To the extent permitted by law, no bond or other security shall be required of any Trustee or fiduciary serving at any time, or if a bond is required by law, no surety on such bond shall be required.

(H) A Trustee hereunder shall have the power and authority by written instrument which is acknowledged, to surrender, release, renounce, or disclaim any one or more of the powers of the Trustee and thereafter it shall never again be exercised by such Trustee.

(I) For purposes of this Trust Agreement, an individual Trustee is “disabled” (and while disabled shall not serve as Trustee) when a written certification is in effect that the examined Trustee is physically or mentally incapable of managing the affairs of the trust, whether or not there is an adjudication of the Trustee’s incompetence. This certification shall be valid only if it is signed by at least two (2) physicians, each of whom has personally examined the Trustee, and need not indicate any cause for the Trustee’s disability. A certification of disability shall be rescinded when a serving Trustee receives a certification that the former Trustee is capable of managing the trust’s affairs. This certification, too, shall be valid only if it is signed by at least two (2) physicians, each of whom has personally examined the Trustee and at least one (1) of whom is board certified in the specialty most closely associated with the former disability. No person is liable to anyone for actions taken in reliance on the certifications under this paragraph, or for dealing with a Trustee other than the one removed for disability based on these certifications.

(J) Each individual Trustee serving hereunder who fails within a reasonable time to undergo a medical examination at the written request of any person having an interest

-13-

hereunder (including, but not limited to, another Trustee acting hereunder) or of the Trustees of THE BOLGER FOUNDATION for the sole purpose of determining if the individual lacks the required capacity to continue to so serve hereunder or fails to cause the results of such examination to be made available within a reasonable time to the person making the written request, shall be treated as resigning as such fiduciary, provided that there is reasonable basis to request the medical examination be undertaken and provided further that no such request may be made more than once every thirty-six (36) months.

ARTICLE X: IRREVOCABILITY OF THE TRUST AGREEMENT

The Grantor acknowledges that he understands the nature of an irrevocable trust and specifically renounces all rights of alteration, amendment or revocation with respect to the Trust Agreement.

WITNESS the due execution hereof as of the day and year aforesaid.

WITNESSES:	GRANTOR:

/s/ AnnMarie P. Smits	/s/ David F. Bolger (SEAL) DAVID F. BOLGER

/s/ Nicole Cleenput

WITNESSES:	TRUSTEE:

/s/ AnnMarie P. Smits	/s/ David F. Bolger (SEAL) DAVID F. BOLGER

/s/ Nicole Cleenput

-14-

The foregoing instrument was signed by DAVID F. BOLGER, the Grantor, as his David F. Bolger 2008 Grantor Retained Annuity Trust Agreement, in our presence, and we, in his presence and in the presence of each other have hereunto subscribed our names as witnesses, this 28 day of May , 2008.

/s/ AnnMarie P. Smits	/s/ Nicole Cleenput

Address: 109 Lionshead Dr. E	Address: 30 Pledge Rd. Apt 23

Wayne, NJ 07470	Ridgewood, NJ 07450

-15-

THE DAVID F. BOLGER

2008 GRANTOR RETAINED ANNUITY TRUST

SCHEDULE “A”

1,937,332 shares of Cascade Bancorp common stock (CUSIP 147154108; NASDAQ: CACB), transferred to The David F. Bolger 2008 Grantor Retained Annuity Trust on the Trust Creation Date, May 29, 2008.

-A-

AFFIDAVIT

STATE OF New Jersey

COUNTY OF Bergen

)

) ss.:

)

We, DAVID F. BOLGER, AnnMarie P. Smits , and Nicole Cleenput , the Grantor and the Trustee and the witnesses, respectively, whose names are signed to the attached or foregoing instrument, having been sworn, declared to the undersigned officer that DAVID F. BOLGER, in the presence of witnesses, signed, and that each of the witnesses, in the presence of DAVID F. BOLGER and in the presence of each other, signed the instrument as a witness.

/s/ David F. Bolger	/s/ AnnMarie P. Smits
DAVID F. BOLGER	Witness

/s/ Nicole Cleenput Witness

	/s/ Patricia A. Hopp Signature of Notary Public

	Patricia A. Hopp Printed Name of Notary Public

This document was prepared by:

Barbara A. Simanek, Esq.
Kirkpatrick & Lockhart Preston Gates Ellis llp
Wachovia Financial Center
200 South Biscayne Blvd, Suite 3900
Miami, FL 33131-2399