Item 1.01 Entry Into a Material Definitive Agreement.

On February 13, 2009, Rainier Pacific Bank (the "Bank"), a subsidiary of Rainier Pacific Financial Group (the "Company"), entered into a definitive agreement pursuant to which the Bank agreed to sell its VISA credit card portfolio to U.S. Bank National Association ND, doing business as Elan Financial Services ("Elan"). The Company current anticipates recognizing a pre-tax gain of approximately $3.0 million on the sale of $21.9 million of eligible credit card account balances. For further information concerning the transaction, reference is made to the press release which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 2.02 Results of Operations and Financial Condition

On February 20, 2009, Rainier Pacific Financial Group, Inc. announced a further review of its pooled trust preferred securities for other-than temporary impairment and appropriate valuation, which will result in adjustments to its financial statements for the three months and year ended December 31, 2008.

Item 2.06 Material Impairments

Rainier Pacific Bank holds in its investment securities portfolio a total of $108.0 million (par value) in fifteen separate pooled trust preferred securities. These securities are complex collateralized debt obligations that require on-going monitoring and evaluation for impairment conditions and appropriate valuation in order to effectively apply the fair value accounting standards (i.e., mark-to-market accounting) to its financial statements.

On February 20, 2009, the Bank's management updated its underlying cash flow assumptions and related analysis, as well as its pricing/valuation methods, and determined that other-than-temporary impairment conditions existed on three of its fifteen pooled trust preferred securities and that lower "fair value" estimates should be used for its entire portfolio of pooled trust preferred securities.

For further information concerning these determinations, reference is made to the press release which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release of Rainier Pacific Financial Group, Inc. dated February 20, 2009.

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