##### 



EVERGREENBANCORP, INC.
SECOND AMENDED 2000 STOCK OPTION AND EQUITY COMPENSATION PLAN
 RESTRICTED STOCK LETTER AGREEMENT
 
 
 Price of Shares:
 Status as Shareholder:
 Forfeiture of Restricted Stock:
 Transfer of Restricted Stock:
 1




---



##### 



Vesting:
 Portion of TotalPeriod of Your Continuous Employment
    
    
    
    
    Restricted Stock thatWith the Company From The Date of This Letter
    
    
    
    
    Vests *After 1 year
    
    
    
    
    20%After 2 years
    
    
    
    
    40%After 3 years
    
    
    
    
    60%After 4 years
    
    
    
    
    80%After 5 years
    
    
    
    
    100%
 
 *
    
    Rounded up in each case to the nearest whole number; provided,
however, that in no event will you have the right to acquire
hereunder, over the entire vesting period, more than the total number
of shares of Restricted Stock subject to this Letter Agreement.  Section 83(b) Election:
 a.
    
    Under Section 83(a) of the U.S. Internal Revenue Code of 1986, as amended (the
Code), the excess of the fair market value on the date of vesting of the shares of
Restricted Stock over the fair market value on the date of grant of such shares will be
taxed at the time of vesting as ordinary income and subject to payroll and withholding
taxes and to tax reporting, as applicable.b.
    
    You may elect under Section 83(b) of the Code to be taxed at ordinary income
tax rates based on the fair market value of the shares of Restricted Stock at the time
such shares are granted, rather than at the time and as the shares of Restricted Stock
vest. Such election (an 83(b) Election) must be filed with the Internal Revenue
Service within thirty (30) days from the date of grant. You (a)will not be entitled
to a deduction for any ordinary income previously recognized as a result of the 83(b)
Election if shares of Restricted Stock are subsequently forfeited to the Company, and
(b)if the value of the shares of Restricted Stock subsequently declines, the 83(b)
Election may cause you to recognize more compensation income than you would have
otherwise recognized. The form for making an 83(b) Election is attached hereto as
Exhibit A. FAILURE TO FILE SUCH ELECTION WITHIN THE REQUIRED THIRTY (30) DAY PERIOD
AND AS OTHERWISE DESCRIBED IN THE FORM MAY RESULT IN THE
 2




---



##### 



RECOGNITION OF ORDINARY INCOME BY YOU AS SHARES OF RESTRICTED STOCK VEST.c.
    
    The foregoing is only a summary of the federal income tax laws that apply to
the shares of Restricted Stock and does not purport to be complete. YOU ARE DIRECTED TO
SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE ANY OTHER
APPLICABLE TAX LAWS, AND THE TAX CONSEQUENCES OF YOUR DEATH.
 Delivery of Stock Power and Assignment Separate From Certificate:
 Legend:
   3




---



##### 



Very truly yours,EVERGREENBANCORP, INC.ByIts Chief Executive Officer
 ACCEPTANCE AND ACKNOWLEDGMENT
 
 Dated:Signature of Recipient of Restricted Stock
  Dated:Signature of Spouse
  Dated:Signature of Recipient of Restricted Stock
 4




---



##### 



1




---



##### 



Dated:TaxpayerPrint Name:SpousePrint Name:
 IF YOU DECIDE TO MAKE AN 83(b) ELECTION, YOU MUST FILE THIS FORM WITHIN THIRTY (30) DAYS OF THE
DATE OF AWARD AND AS OTHERWISE DESCRIBED BELOW.
     2




---



##### 



(Grantee to leave
blank)       (Grantee to leave blank)   (Grantee to leave blank)
 Dated:TaxpayerPrint Name:SpousePrint Name:
 
 *GRANTEE AND HIS SPOUSE SHOULD SIGN THIS STOCK POWER AND ASSIGNMENT SEPARATE FROM CERTIFICATE, BUT
LEAVE BLANK THE NAME OF THE TRANSFEREE, NUMBER OF SHARES, CERTIFICATE NUMBER AND DATE.
 1