8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): March 24,2000

                             COWLITZ BANCORPORATION
             (Exact name of registrant as specified in its charter)

     WASHINGTON                         0-23881                 91-152984
(State or other jurisdiction     (Commission File No.)         (IRS Employer
   of incorporation)                                         Identification No.)

                 927 Commerce Avenue, Longview, Washington 98632
                     (Address of principal executive office)

                                 (360) 423-9800
               (Registrant's telephone number including area code)

Item 5.  Other Events

     On March 24, 2000,  Cowlitz  Bancorporation and Cowlitz Bank entered into a
Severance  Agreement  and Release with  Charles  Jarrett.  Mr.  Jarrett had been
President and Chief Operating  Officer of Cowlitz  Bancorporation  and President
and Chief  Executive  Officer  of  Cowlitz  Bank.  Mr.  Jarrett  resigned  those
positions  effective  March 22, 2000. In addition,  he resigned as a director of
Cowlitz  Bank   effective   March  22,  2000,  and  as  a  director  of  Cowlitz
Bancorporation  effective  April 30, 2000.  Under the Severance  Agreement,  Mr.
Jarrett will receive 24 monthly  payments of $21,228.52 each beginning in April,
2000,  and ending in March,  2002.  Mr.  Jarrett  will also receive paid medical
coverage through March,  2002, and certain  retirement  benefits to which he was
entitled  under  Cowlitz   Bancorporation  plans.  All  unvested  stock  options
previously  granted to Mr. Jarrett were fully vested,  and Mr. Jarrett has until
September 18, 2000, to exercise such options. Mr. Jarrett has options to acquire
up to 217,500  shares of Cowlitz  Bancorporation  common stock at prices ranging
from $4.94 to $7.94 per share.  Prior to  exercising  any options or selling any
shares,  Mr.  Jarrett must give notice to Cowlitz  Bancorporation  which has the
right to pay for such options or to purchase such shares.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

     (c) Exhibits

     10.1 Severance  Agreement and Release  between Cowlitz  Bancorporation  and
Charles W. Jarrett.



                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                      COWLITZ BANCORPORATION


                                      By:   /s/ Benjaminia Namatinia
                                            Benjamin Namatinia
                                            Chairman and Chief Executive Officer

EX-10.1

                         SEVERANCE AGREEMENT AND RELEASE

     This  Agreement is entered into by and between  Cowlitz  Bank, a Washington
chartered bank (the "Bank"),  Cowlitz  Bancorporation,  a Washington corporation
("Bancorporation")  (with the Bank and Bancorporation jointly referred to herein
as the  "Company"),and  Charles W.  Jarrett  ("employee"),  to be  effective  as
provided herein.

WHEREAS,  employee has been employed as President and Chief Operating Officer of
Bancorporation  and  President  and Chief  Executive  Officer of the Bank and is
party to a certain employment  agreement with the Company dated as of January 1,
1998; and

WHEREAS,   employee   serves  on  the  board  of   directors  of  the  Bank  and
Bancorporation; and

WHEREAS,   employee   desires  to  resign  his  employment  with  the  Bank  and
Bancorporation   and  his   positions   as  a  director   of  the  Bank  and  of
Bancorporation; and

WHEREAS,  during  the course of  employment  and as a  director  of the  Company
employee had access to valuable  trade secrets and  confidential  information of
the Company,  the use or disclosure of which in competition  with the Company or
otherwise would be detrimental to the business of the Company; and

WHEREAS,   the  Company  and  Employee   desire  to  terminate  the   employment
relationship  on  amicable  grounds  and the  employee  desires  to  obtain  the
severance  benefits  provided for herein,  some or all of which employee may not
otherwise be entitled to receive; therefore, the parties agree as follows:

1. Termination of Employment.  Employee's  resignation shall be deemed effective
and his employment  with the Company shall  terminate  effective  March 22, 2000
(the  "termination  date"),  and all  entitlement to further salary and benefits
will cease as of that date except as expressly provided herein.

2. Severance  Benefits.  In consideration of the  representations,  promises and
covenants of employee herein, each of which are acknowledged by employee to be a
material  inducement to the Company to enter into this Agreement and provide the
consideration  specified  herein,  employee  shall  be  provided  the  following
severance benefits:

A. Severance Pay.  Employee shall be paid at his current  monthly base salary of
nineteen  thousand  eight  hundred and fifty six dollars and  twenty-five  cents
($19,856.25)  (the "base salary")  through March 31, 2000. Said payment shall be
made on the  Company's  normal  payroll  schedule on the first  regular pay date
after the effective  date of this  Agreement.  Employee  shall be paid a monthly
amount for twenty-four  months  commencing  April,  2000 and continuing  through
March, 2002, with such payments to be made on the last business day of each such



Severance Agreement - 2

month.  The amount of each such monthly  payment shall be  $21,228.52.  Payments
specified  herein are  subject to lawfully  required  payroll  withholdings  and
employee  shall   annually  be  issued  a  W-2  reflecting   such  payments  and
withholdings.

B. Vacation and Holiday Pay.  Employee  shall be paid for four weeks of vacation
and one floating  holiday.  The parties agree that the amount to be paid for all
such vacation and the floating  holiday is equal to the monthly base pay for one
month.  Said payment shall be made on the Company's  normal payroll  schedule on
the first regular pay date after the effective  date of this  Agreement,  and is
subject to lawfully required payroll withholdings.

C. Medical  Insurance  Premiums.  The Company shall bear the cost of maintaining
employee on its group medical insurance plan through March, 2002,  including the
cost of any  dependents  of  employee  for  whom  the  Company  paid the cost of
insuring as of the termination  date.  Nothing herein shall preclude the Company
from changing  carriers or altering coverage so long as employee is provided the
same coverage as generally  available to other employees of the Company.  In the
event  employee  cannot be covered under the  applicable  plan  following the 18
months after the  termination  date during which  employee is eligible for COBRA
coverage,  then for each remaining  month through March,  2002 the Company shall
pay  employee an amount equal to the monthly  premium cost of insuring  employee
and any covered  dependents under the Company's plan in effect at that time. The
Company's  obligation to provide insurance  coverage or pay the cost of premiums
hereunder  shall  terminate  if employee  obtains  alternative  coverage  from a
subsequent employer.

D. Retirement  Benefits.  Employee has been a participant in certain  retirement
and/or deferred compensation plans of the Company. As to all such plans Employee
shall be  provided,  to the  extent  applicable,  retirement  benefits,  service
credit,  and/or contributions to be made on his behalf by the Company under such
plans for the year 1999 and pro rata for the year 2000  through  March 31, 2000,
the amount of which contributions shall be $25,000 for the year 1999 and $12,250
for pro rata portion of the year 2000.  Such amounts  shall be paid by March 31,
2000.

E. Automobile  Lease. The Company  currently leases an automobile for employee's
use.  The Company  agrees to allow  employee to have such lease  transferred  to
employee.  Employee  shall have until April 22, 2000 to arrange  transfer of the
lease,  and shall  return  the  automobile  to the  Company  if the lease is not
transferred by said date. Employee shall be responsible for any costs associated
with transferring the lease and the transfer  documents must release the Company
from any  further  liability  or  responsibility  for the  automobile  and lease
payments after the transfer date.



Severance Agreement - 3

F. Stock  Options:  Employee  shall be deemed  fully  vested in and  eligible to
exercise all presently  unvested stock options  previously  granted to employee.
The number and exercise price of all vested  options  currently held by employee
and all unvested options that vest pursuant to this Section 2.F are set forth on
Exhibit A hereto.  Employee  shall be eligible to  exercise  such  options for a
period of one hundred and eighty days  following the  termination  date, and any
options  not  exercised  within  such  period  shall  lapse and be of no further
effect.  In the event  employee  elects to  exercise  any  options as  permitted
hereunder,  employee  shall  provide  written  notice  of such  election  to the
Company,  which  notice  shall  identify  the stock  option  grant that is being
exercised, specify the number of shares sought to be acquired and the applicable
exercise  price,  and be accompanied by a cashier's check for the total exercise
price for the shares to be acquired.  If the options are being exercised to sell
the shares to a third party  pursuant to a bona fide written  offer,  verifiable
evidence of such offer shall also be provided  with the notice.  Upon receipt of
such notice the Company shall then have the right to either issue stock pursuant
to  employee's  notice of election,  or to cancel the option as to the number of
shares of stock  specified in  employee's  notice of  election.  The Company may
exercise  its  right  to  cancel  by  providing   employee   written  notice  of
cancellation  within two  business  days after  receiving  employee's  notice of
election,  in which  event the  Company  shall  return to  employee  the  amount
tendered to exercise  the  options and pay  employee an amount  equal to (1) the
difference  between (a) the greater of the closing price of the Company's  stock
on the date the notice of exercise  is  received or the price per share  offered
employee in a bona fide written offer from a third party,  and (b) the per share
exercise price of the option;  multiplied by (2) the number of shares  specified
in employee's  notice of election.  Payment to employee for  cancellation  of an
option(s) shall be made within two business days following the Company's  notice
of election to cancel.  Any  option(s)  cancelled  by the Company  shall have no
further force or effect.  Except to the extent expressly  provided  herein,  the
Company's  Stock Option Plan and any  agreements  by which  Employee was granted
stock  options  shall be  controlling  with  respect  to stock  options  and the
exercise  thereof.  In connection  with the exercise of any option,  the Company
will not require any investment letter or representation  from employee,  except
to the extent that, in the opinion of Company's  counsel,  the absence of such a
letter or  representation  would result in a violation of applicable  federal or
state securities laws or regulations.  The Company agrees that it will authorize
sale of stock obtained by employee  exercising  options within six months of the
grant date unless, in the opinion of the Company's counsel, sale within such six
month  period  would  violate  applicable  federal or state  securities  laws or
regulations.

3. Stock Purchase Rights. Employee presently holds shares of the common stock of
the  Company  and has the  option  to  purchase  additional  shares  of stock as
specified in Section 2. With respect to all such shares of stock  currently held
by  employee  and any shares of stock  acquired  through  the  exercise of stock
options  specified  on Exhibit A or  otherwise  acquired by  Employee,  employee
agrees that he shall not sell,  assign,  transfer or  otherwise  convey any such
shares  except  pursuant to this  Section 3.  Before  employee  sells,  assigns,



Severance Agreement - 4

transfers or conveys  shares of stock  (jointly,  a "stock sale") he shall first
give  written  notice to the  Company of his  intent,  specifying  the number of
shares subject to the intended stock sale, and, if other than a sale on the open
market,  verifiable  evidence  of the bona fide offer to  purchase  from a third
party.  The Company  shall have the right to purchase such shares at the greater
of the closing price of the  Company's  stock on the date the notice of exercise
is received  or the price per share  offered  employee in the bona fide  written
offer.  The  Company  shall  provide  employee  written  notice of its intent to
exercise its purchase right within two business days after receiving  employee's
notice,  and closing of the  transaction  shall occur within three business days
thereafter.  If the Company  fails to provide  employee  notice of its intent to
purchase employee's shares within the time specified then employee may engage in
a stock  sale with  respect  to the  number of shares  specified  in  employee's
notice.  The Company's  right to purchase shares of stock hereunder shall expire
five years from the termination date.

4. Board Memberships. Employee hereby resigns from the board of directors of the
Bank effective March 22, 2000, and from the board of directors of Bancorporation
effective April 30, 2000. Employee shall receive directors'  compensation at the
rate presently in effect  through the end of the respective  months in which his
resignation are effective.

5.  Consulting  Relationship.  At employee's  election,  employee may serve as a
consultant to the Company for the period through which he receives severance pay
hereunder.  Employee's  election  to serve as a  consultant  shall not  obligate
employee to undertake any specific projects or tasks for the Company,  and shall
not  entitle  employee  to any  further  or  additional  consideration  from the
Company.  Employee  shall not  represent  himself as an agent of the Company and
shall not have the authority to bind or obligate the Company in any respect.

6. Release of Claims. Employee expressly waives and releases any and all claims,
causes of action, and damages employee has or may have against the Company,  its
officers, agents, employees, and directors,  unasserted or unasserted,  known or
unknown,  arising  from  or  in  any  way  relating  to  employee's  employment,
employment  agreement,  or the  termination  of such  employment  and agreement,
including  without  limitation  common law claims for breach of contract  and/or
torts, and claims under any law, statute,  ordinance or regulation of the United
States  and any  state,  county,  municipality  or  other  governmental  entity,
specifically including Title VII of the Civil Rights Act of 1964 as amended, the
Fair Labor  Standards  Act, the Equal Pay Act, the Family and Medical Leave Act,
the Americans with Disabilities Act, the Washington Law Against  Discrimination,
any and all other laws regarding civil rights, and any other legal limitation on
the  employment  relationship.  Employee  agrees that employee is entitled to no
further  compensation  or  consideration  from the Company after the termination
date except as expressly provided in this Agreement. Such release does not cover
any claims under the federal Age Discrimination in Employment Act as amended.



Severance Agreement - 5

7.  Intellectual Properties.

A. Employee agrees all ownership,  copyright,  patent,  trade secrecy, and other
rights in all works,  programs,  fixes,  routines,  inventions,  ideas, designs,
manuals,   improvements,   discoveries,   processes,  customer  lists  or  other
properties, and any improvements thereon (the "Intellectual Properties") made or
conceived by employee during the term and in the course of employee's engagement
by the Company were works made for hire, and are the rights and property  solely
of the  Company,  whether  developed  independently  by employee or jointly with
others,  and whether or not developed or conceived  during regular working hours
or at the Company's facilities,  and whether or not the Company uses, registers,
or  markets  the same,  and  employee  represents  employee  has  disclosed  and
delivered over to the Company any  Intellectual  Properties of which employee is
aware,  and as to any of which  employee  later  becomes  aware  employee  shall
disclose and deliver over to the Company the same in writing or in such form and
manner as the Company may reasonably request.

B.  To the  extent  that  ownership  of  such  Intellectual  Properties  has not
automatically vested in the Company, employee hereby irrevocably sells, assigns,
transfers and conveys to the Company employee's entire right, title and interest
in and to the  Intellectual  Properties made or conceived by employee during the
term and in the course of employee's  engagement  by the Company.  Employee will
assist the Company as requested, at the Company's expense but without additional
compensation to employee,  to further evidence and perfect,  and to enforce, the
Company's rights in and ownership of the Intellectual Properties covered hereby,
including  without  limitation,  the  execution  of  additional  instruments  of
conveyance and assisting the Company with  applications for patents or copyright
or other  registrations.  If  employee  fails or  refuses  to  execute  any such
instruments, employee hereby appoints the Company as employee's attorney-in-fact
to act on employee's  behalf and to execute such  instruments.  This appointment
shall be irrevocable and deemed to be a power coupled with an interest.

C. In accordance with Section 49.44.140 of the Revised Code of Washington,  this
Agreement  (other than  Subsection  7 D.) does not apply to, and employee has no
obligation to assign or offer to assign to the Company,  any invention for which
no Company  trade  secrets and no  equipment,  supplies,  or  facilities  of the
Company  were used and which was  developed  entirely  on  employee's  own time,
unless: (i) the invention relates directly to the business of the Company,  (ii)
the  invention  relates  to  actual  or  demonstrably  anticipated  research  or
development  work of the Company,  or (iii) the invention  results from any work
performed by employee for the Company.

D. If and to the extent  that  employee  made use,  in the course of  employee's
engagement with the Company, of any items or Intellectual  Properties previously
developed  by employee  or  developed  by employee  outside of the scope of this
Agreement,  employee  hereby  grants the Company a  nonexclusive,  royalty-free,
perpetual,  irrevocable,  worldwide  license (with right to sublicense) to make,
use, sell, copy,  distribute,  modify, and otherwise to practice and exploit any
and all such items and Intellectual Properties.



Severance Agreement - 6

8. Trade Secrets and Confidential Information.  The employment agreement between
the parties dated January 1, 1998,  specifies in section 15 certain  obligations
of employee  with  respect to  Confidential  Information  (as defined  therein).
Employee  agrees  that he shall  continue to be subject at all times to all such
obligations with respect to Confidential  Information,  and such obligations are
hereby  incorporated  herein.  Employee  represents  and  warrants  that  he has
returned to the Company  all  documents  and other  materials  which  contain or
pertain to the Confidential Information.

9.  Non-competition.  The employment agreement between the parties dated January
1, 1998, specifies in section 16 and 17, respectively,  the duty of the employee
not to compete and remedies  available in the event of breach of employee's duty
not to compete or to maintain confidential information.  The parties intend such
provisions  to  remain in  effect  pursuant  to their  terms,  incorporate  said
provisions   herein,   and  employee   reaffirms  his  obligations   thereunder.
Notwithstanding the foregoing, employee shall be permitted to provide consulting
services on a defined  project basis for specific time periods for entities that
"compete"  with the  Company  (as  defined  in said  Employment  Agreement),  if
employee  first  obtains  written  approval  from the Company to undertake  such
consulting activity.  The Company's approval will not be unreasonably  withheld;
provided, withholding approval shall not be deemed unreasonable if the nature of
the  consulting  services or the party to which the  services  would be provided
indicate to the Company that the reasonably  contemplated  potential competitive
harm  would be more than de  minimis.  The  parties  agree  that the  geographic
restriction set forth in section 16 of the employment agreement shall be limited
to those  areas  that are  within 40 miles of any  geographic  area in which the
Bancorporation  or  the  Bank  or  its  affiliates  conduct  business  as of the
termination date.

10.  Nondisparagement.  Employee  agrees  to  refrain  from  making  any type of
negative or disparaging  comments about, or in any way casting in an unfavorable
light, the business operations or conduct of the Company and its past or present
directors, officers, employees,  representatives, and agents. The Company agrees
to refrain from making any type of negative or disparaging comments about, or in
any way  casting in an  unfavorable  light,  the  capabilities,  performance  or
conduct of the  employee.  The  parties  agree the  Company  shall issue a press
release in the form attached hereto as Exhibit B.

11. Binding Effect.  Employee's  rights and release of claims hereunder inure to
and will bind employee's heirs,  successors,  and assigns,  and will benefit the
Company  and its  successors  and  assigns.  The  obligations  of the  Bank  and
Bancorporation  hereunder  shall be binding on their  respective  successors and
assigns.  No waiver of or forbearance  to enforce any right or provision  hereof
shall be binding  unless in writing and signed by the party to be bound,  and no
such waiver or  forbearance in any instance shall apply to any other instance or
to any other right or provision.



Severance Agreement - 7

12.  Governing  Law;  Venue.  This Agreement will be governed by the laws of the
State  of  Washington  without  regard  to its  conflicts  of laws  rules to the
contrary.  The parties hereby consent to the exclusive jurisdiction and venue of
the state and federal  courts  sitting in Washington for all matters and actions
arising  under or relating to this  Agreement,  employee's  employment,  and the
termination  thereof.  The prevailing party in any such action shall be entitled
to reasonable  attorneys' fees,  costs and expenses  incurred in connection with
such  litigation.  No term hereof shall be  construed to limit or supersede  any
other right or remedy of the Company  under  applicable  law with respect to the
protection of trade secrets or otherwise.

13.  Severability.  If any provision of this  Agreement is held to be invalid or
unenforceable to any extent in any context, it shall nevertheless be enforced to
the fullest extent allowed by law in that and other  contexts,  and the validity
and force of the remainder of this Agreement shall not be affected.

14.  Final  Agreement.  This  Agreement  represents  the final  agreement of the
parties  as  to  all  matters  addressed  herein  and  supersedes  all  previous
agreements,  negotiations,  and discussions by the parties regarding the subject
matters addressed herein.

15.  Arbitration.
A. Any controversy or claim between or among the Company and employee, including
but not limited to those arising out of or relating to this Agreement,  shall be
determined by arbitration in accordance  with the Commercial  Arbitration  Rules
with Expedited Procedures, as in effect on the date hereof except as modified by
this paragraph,  of the American Arbitration  Association.  Matters of discovery
shall be governed by the Federal  Rules of Civil  Procedure  and all statutes of
limitation  that would  otherwise be applicable  shall apply to any  arbitration
proceeding under this paragraph. Judgment upon the award rendered may be entered
in any court having  jurisdiction.  Each party shall share equally in payment of
the costs and fees of the any  arbitration  under this  paragraph.  Neither  the
decision  rendered in any arbitration nor any information  produced by any party
in  connection  with  any  arbitration  proceedings  described  herein  shall be
disclosed to any other person, except (i) to the officers,  agents,  counsel and
advisors of any party or  arbitrator  and (ii) as may be compelled by a court of
competent jurisdiction or as otherwise required by law.

B. In  addition  to its rights set forth in  Subsection  15 A, the  Company  may
obtain  provisional or interim remedies from a court of competent  jurisdiction,
including without limitation a temporary  restraining order or injunction,  with
respect  to claims  by the  Company  relating  to  sections  8, 9 and 10 of this
Agreement. Any issues of law or fact which arise in connection with the exercise
by the Company of its rights and remedies as  contemplated by this Subsection 15
B may be  determined,  at the Company's  election,  by arbitration in accordance
with  Subsection 15 A above.  By exercising  any rights and remedies  under this
Subsection  15 B, neither  party shall waive the  provisions  of Subsection 15 A
above.



Severance Agreement - 8

16.  Effective  Date.  This Agreement shall be effective on the date executed by
employee and delivered to the Company. The Company agrees to provide to Employee
no later than April 24,  2000,  a  certified  copy of  resolutions  or  consents
adopted by the board of directors of the Bank and Bancorporation  confirming and
ratifying this Agreement.

Cowlitz Bank:


By: _____________________________

   Its:   _______________________
   Dated: _______________________


Cowlitz Bancorporation:


By: _____________________________

   Its:   _______________________
   Dated: _______________________


Employee:

_________________________________
Charles W. Jarrett
Dated: _____________



                                    EXHIBIT A

                       Options Granted to Charles Jarrett

                       Number of Shares                            Per Share
Date of Grant         Covered by Option                           Exercise Price

9/30/97                     192,500                                     $5.71
12/31/98                     10,000                                     $7.94
12/31/99                     15,000                                     $4.94