ABERDEEN and BELLINGHAM - Pacific Financial Corporation and BNW Bancorp, Inc. (OTCBB:BBCP.OB), announced last week the signing of a definitive merger agreement under which Pacific Financial will acquire BNW Bancorp.

Completion of the transaction is expected to occur in the first quarter of 2004, subject to regulatory approval and approval by the shareholders of both companies.

Pacific Financial, which is headquartered in Aberdeen, has total assets of about $300 million. Its banking subsidiary, The Bank of the Pacific, offers financial services in southwest Washington through 10 branches located in Grays Harbor, Pacific and Wahkiakum Counties and a loan production office in Gearhart, Ore.

BNW Bancorp was formed in January 2003 as the holding company for Bank NorthWest, which began operations in early 1997. Bank NorthWest has five branches in Bellingham and elsewhere in Whatcom County and about $100 million in total assets.

"This is an important acquisition for Pacific Financial because it provides us with access to the rapidly growing Bellingham market," said Dennis Long, president and CEO of Pacific Financial Corporation. "Bank NorthWest has experienced employees, a compatible culture, and outstanding client service. We look forward to the enhanced opportunities this merger will offer our customers and shareholders."

Don Zimmerman, president and CEO of BNW Bancorp, Inc., commented, "The combination with Pacific Financial will allow us to offer higher lending limits and a greater array of financial products while maintaining our highly attentive approach to client service. We also believe that it will provide our shareholders with the opportunity to benefit financially."

Under the terms of the merger agreement, which has been approved by the boards of directors of both companies, shareholders of BNW Bancorp, Inc., will be entitled to receive, in exchange for each share of BNW common stock held, 0.85 shares of Pacific Financial Corporation common stock. The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes.

Bank NorthWest will be merged into The Bank of the Pacific concurrently with completion of the acquisition. However, the Whatcom County branches will continue to be operated under the Bank NorthWest name. Dennis Long will continue as president and CEO of the combined company, while Don Zimmerman will be appointed area president of the Whatcom County operations.

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