FRONTIER FINANCIAL CORPORATION

Governance Committee Charter

Purpose:

The purposes of the Governance Committee are to identify and recommend to the Board of Directors individuals qualified to become members of the Board, to develop and recommend to the Board a set of corporate governance principles applicable to the Company, and to oversee succession planning for the Company’s President and Chief Executive Officer of both the holding company and subsidiaries.

Membership:

The Committee will consist of the Chairman of the Board and of non-employee directors who meet the independence requirements of the NASDAQ and will be appointed by the Board. Committee members are subject to removal at any time by a majority vote of the Board. The Board may fill any vacancy. The Board will appoint the Chair of the Committee.

Duties and Responsibilities:

The Committee will:

1.        Establish the process and criteria for selecting director candidates and identify qualified director candidates in accordance with such process and criteria.

2.        Recommend to the Board a slate of nominees for election to the Board at the annual meeting of shareholders.

3.        If the Board decides to fill a vacancy that occurs between annual meeting of shareholders, recommend to the Board nominees for election by the Board.

4.        Annually assess the independence of all Board members in accordance with the Company’s corporate governance principles and submit assessments to the Board for approval.

5.        Annually evaluate and recommend to the Board policies for retirement, resignation and retention of directors.

6.        Develop and recommend to the Board a set of corporate governance guidelines for the Company. Annually reassess the Company’s corporate governance Charter.

This Charter approved by the Board of Directors on May 21, 2003.

This Charter was updated and approved by the Board of Directors on November 19, 2003.