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                                                                    EXHIBIT 10.2

                                   [BAR CODE]

                          *31311385163500000110010C40*

                             BUSINESS LOAN AGREEMENT

<TABLE>
<CAPTION>
  PRINCIPAL     LOAN DATE     MATURITY    LOAN NO   CALL/COLL     ACCOUNT     OFFICER   INITIALS
<S>             <C>          <C>          <C>       <C>         <C>           <C>       <C>
$5,000,000.00   01-26-2005   02-01-2006    11001     402/511    N3113851635   CDROD
</TABLE>

  References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.
Any item above containing "***" has been omitted due to text length limitations.

BORROWER: EVERGREENBANCORP, INC.      LENDER: KEYBANK NATIONAL ASSOCIATION
          301 EASTLAKE AVENUE EAST            WA-CB-TACOMA CORRESPONDENT BANKING
          SEATTLE, WA  98109                  1101 PACIFIC AVE.
                                              1ST FLOOR
                                              TACOMA, WA 98402

THIS BUSINESS LOAN AGREEMENT DATED JANUARY 26, 2005, IS MADE AND EXECUTED
BETWEEN EVERGREENBANCORP, INC. ("BORROWER") AND KEYBANK NATIONAL ASSOCIATION
("LENDER") ON THE FOLLOWING TERMS AND CONDITIONS. BORROWER HAS RECEIVED PRIOR
COMMERCIAL LOANS FROM LENDER OR HAS APPLIED TO LENDER FOR A COMMERCIAL LOAN OR
LOANS OR OTHER FINANCIAL ACCOMMODATIONS, INCLUDING THOSE WHICH MAY BE DESCRIBED
ON ANY EXHIBIT OR SCHEDULE ATTACHED TO THIS AGREEMENT ("LOAN"). BORROWER
UNDERSTANDS AND AGREES THAT: (A) IN GRANTING, RENEWING, OR EXTENDING ANY LOAN,
LENDER IS RELYING UPON BORROWER'S REPRESENTATIONS, WARRANTIES, AND AGREEMENTS AS
SET FORTH IN THIS AGREEMENT; (B) THE GRANTING, RENEWING, OR EXTENDING OF ANY
LOAN BY LENDER AT ALL TIMES SHALL BE SUBJECT TO LENDER'S SOLE JUDGMENT AND
DISCRETION; AND (C) ALL SUCH LOANS SHALL BE AND REMAIN SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT.

TERM. This Agreement shall be effective as of January 26, 2005, and shall
continue in full force and effect until such time as all of Borrower's Loans in
favor of Lender have been paid in full, including principal, interest, costs,
expenses, attorneys' fees, and other fees and charges, or until such time as the
parties may agree in writing to terminate this Agreement.

CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial
Advance and each subsequent Advance under this Agreement shall be subject to the
fulfillment to Lender's satisfaction of all of the conditions set forth in this
Agreement and in the Related Documents.

      LOAN DOCUMENTS. Borrower shall provide to Lender the following documents
      for the Loan: (1) the Note; (2) Security Agreements granting to Lender
      security interests in the Collateral; (3) financing statements and all
      other documents perfecting Lender's Security Interests; (4) evidence of
      insurance as required below; (5) together with all such Related Documents
      as Lender may require for the Loan; all in form and substance satisfactory
      to Lender and Lender's counsel.

      BORROWER'S AUTHORIZATION. Borrower shall have provided in form and
      substance satisfactory to Lender properly certified resolutions, duly
      authorizing the execution and delivery of this Agreement, the Note and the
      Related Documents. In addition, Borrower shall have provided such other
      resolutions, authorizations, documents and instruments as Lender or its
      counsel, may require.

      PAYMENT OF FEES AND EXPENSES. Borrower shall have paid to Lender all fees,
      charges, and other expenses which are then due and payable as specified in
      this Agreement or any Related Document.

      REPRESENTATIONS AND WARRANTIES. The representations and warranties set
      forth in this Agreement, in the Related Documents, and in any document or
      certificate delivered to Lender under this Agreement are true and correct.

      NO EVENT OF DEFAULT. There shall not exist at the time of any Advance a
      condition which would constitute an Event of Default under this Agreement
      or under any Related Document.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as
of the date of this Agreement, as of the date of each disbursement of loan
proceeds, as of the date of any renewal, extension or modification of any Loan,
and at all times any Indebtedness exists:

      ORGANIZATION. Borrower is a corporation for profit which is, and at all
      times shall be, duly organized, validly existing, and in good standing
      under and by virtue of the laws of the State of Washington Borrower has
      the full power and authority to own its properties and to transact the
      business in which it is presently engaged or presently proposes to engage.
      Borrower maintains an office at 301 Eastlake Avenue East, Seattle, WA
      98109. Unless Borrower has designated otherwise in writing, the principal
      office is the office at which Borrower keeps its books and records
      including its records concerning the Collateral. Borrower will notify
      Lender prior to any change in the location of Borrower's state of
      organization or any change in Borrower's name. Borrower shall do all
      things necessary to preserve and to keep in full force and effect its
      existence, rights and privileges, and shall comply with all regulations,
      rules, ordinances, statutes, orders and decrees of any governmental or
      quasi-governmental authority or court applicable to Borrower and
      Borrower's business activities.

      ASSUMED BUSINESS NAMES. Borrower has filed or recorded all documents or
      filings required by law relating to all assumed business names used by
      Borrower. Excluding the name of Borrower, the following is a complete list
      of all assumed business names under which Borrower does business: NONE.

      AUTHORIZATION. Borrower's execution, delivery, and performance of this
      Agreement and all the Related Documents have been duly authorized by all
      necessary action by Borrower and do not conflict with, result in a
      violation of, or constitute a default under (1) any provision of (a)
      Borrower's articles of incorporation or organization, or bylaws, or (b)
      any agreement or other instrument binding upon Borrower or (2) any law,
      governmental regulation, court decree, or order applicable to Borrower or
      to Borrower's properties.

      FINANCIAL INFORMATION. Each of Borrower's financial statements supplied to
      Lender truly and completely disclosed Borrower's financial condition as of
      the date of the statement, and there has been no material adverse change
      in Borrower's financial condition subsequent to the date of the most
      recent financial statement supplied to Lender. Borrower has no material
      contingent obligations except as disclosed in such financial statements.

      LEGAL EFFECT. This Agreement constitutes, and any instrument or agreement
      Borrower is required to give under this Agreement when delivered will
      constitute legal, valid, and binding obligations of Borrower enforceable
      against Borrower in accordance with their respective terms.

      PROPERTIES. Except as contemplated by this Agreement or as previously
      disclosed in Borrower's financial statements or in writing to Lender and
      as accepted by Lender, and except for property tax liens for taxes not
      presently due and payable, Borrower owns and has good title to all of
      Borrower's properties free and clear of all Security Interests, and has
      not executed any security documents or financing statements relating to
      such properties. All of Borrower's properties are titled in Borrower's
      legal name, and Borrower has not used or filed a financing

<PAGE>

                                                                          PAGE 2

                             BUSINESS LOAN AGREEMENT
LOAN NO: 11001                      (CONTINUED)

      statement under any other name for at least the last five (5) years.

      HAZARDOUS SUBSTANCES. Except as disclosed to and acknowledged by Lender in
      writing, Borrower represents and warrants that: (1) During the period of
      Borrower's ownership of Borrower's Collateral, there has been no use,
      generation, manufacture, storage, treatment, disposal, release or
      threatened release of any Hazardous Substance by any person on, under,
      about or from any of the Collateral. (2) Borrower has no knowledge of, or
      reason to believe that there has been (a) any breach or violation of any
      Environmental Laws; (b) any use, generation, manufacture, storage,
      treatment, disposal, release or threatened release of any Hazardous
      Substance on, under, about or from the Collateral by any prior owners or
      occupants of any of the Collateral; or (c) any actual or threatened
      litigation or claims of any kind by any person relating to such matters.
      (3) Neither Borrower nor any tenant, contractor, agent or other authorized
      user of any of the Collateral shall use, generate, manufacture, store,
      treat, dispose of or release any Hazardous Substance on, under, about or
      from any of the Collateral; and any such activity shall be conducted in
      compliance with all applicable federal, state, and local laws,
      regulations, and ordinances, including without limitation all
      Environmental Laws. Borrower authorizes Lender and its agents to enter
      upon the Collateral to make such inspections and tests as Lender may deem
      appropriate to determine compliance of the Collateral with this section of
      the Agreement. Any inspections or tests made by Lender shall be at
      Borrower's expense and for Lender's purposes only and shall not be
      construed to create any responsibility or liability on the part of Lender
      to Borrower or to any other person. The representations and warranties
      contained herein are based on Borrower's due diligence in investigating
      the Collateral for hazardous waste and Hazardous Substances. Borrower
      hereby (1) releases and waives any future claims against Lender for
      indemnity or contribution in the event Borrower becomes liable for cleanup
      or other costs under any such laws, and (2) agrees to indemnify and hold
      harmless Lender against any and all claims, losses, liabilities, damages,
      penalties, and expenses which Lender may directly or indirectly sustain or
      suffer resulting from a breach of this section of the Agreement or as a
      consequence of any use, generation, manufacture, storage, disposal,
      release or threatened release of a hazardous waste or substance on the
      Collateral. The provisions of this section of the Agreement, including the
      obligation to indemnify, shall survive the payment of the Indebtedness and
      the termination, expiration or satisfaction of this Agreement and shall
      not be affected by Lender's acquisition of any interest in any of the
      Collateral, whether by foreclosure or otherwise.

      LITIGATION AND CLAIMS. No litigation, claim, investigation, administrative
      proceeding or similar action (including those for unpaid taxes) against
      Borrower is pending or threatened, and no other event has occurred which
      may materially adversely affect Borrower's financial condition or
      properties, other than litigation, claims, or other events, if any, that
      have been disclosed to and acknowledged by Lender in writing.

      TAXES. To the best of Borrower's knowledge, all of Borrower's tax returns
      and reports that are or were required to be filed, have been filed, and
      all taxes, assessments and other governmental charges have been paid in
      full, except those presently being or to be contested by Borrower in good
      faith in the ordinary course of business and for which adequate reserves
      have been provided.

      LIEN PRIORITY. Unless otherwise previously disclosed to Lender in writing,
      Borrower has not entered into or granted any Security Agreements, or
      permitted the filing or attachment of any Security Interests on or
      affecting any of the Collateral directly or indirectly securing repayment
      of Borrower's Loan and Note, that would be prior or that may in any way be
      superior to Lender's Security Interests and rights in and to such
      Collateral.

      BINDING EFFECT. This Agreement, the Note, all Security Agreements (if
      any), and all Related Documents are binding upon the signers thereof, as
      well as upon their successors, representatives and assigns, and are
      legally enforceable in accordance with their respective terms.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long
as this Agreement remains in effect, Borrower will:

      NOTICES OF CLAIMS AND LITIGATION. Promptly inform Lender in writing of (1)
      all material adverse changes in Borrower's financial condition, and (2)
      all existing and all threatened litigation, claims, investigations,
      administrative proceedings or similar actions affecting Borrower or any
      Guarantor which could materially affect the financial condition of
      Borrower or the financial condition of any Guarantor.

      FINANCIAL RECORDS. Maintain its books and records in accordance with GAAP,
      applied on a consistent basis, and permit Lender to examine and audit
      Borrower's books and records at all reasonable times.

      FINANCIAL STATEMENTS. Furnish Lender with the following:

            ANNUAL STATEMENTS. As soon as available, but in no event later than
            one-hundred-twenty (120) days after the end of each fiscal year,
            Borrower's balance sheet and income statement for the year ended,
            audited by a certified public accountant satisfactory to Lender.

            INTERIM STATEMENTS. As soon as available, but in no event later than
            one-hundred-twenty (120) days after the end of each fiscal quarter,
            Borrower's balance sheet and profit and loss statement for the
            period ended, prepared by Borrower.

            TAX RETURNS. As soon as available, but in no event later than
            one-hundred-twenty (120) days after the applicable filing date for
            the tax reporting period ended, Federal and other governmental tax
            returns, prepared by Borrower.

      All financial reports required to be provided under this Agreement shall
      be prepared in accordance with GAAP, applied on a consistent basis, and
      certified by Borrower as being true and correct.

      ADDITIONAL INFORMATION. Furnish such additional information and
      statements, as Lender may request from time to time.

      INSURANCE. Maintain fire and other risk insurance, public liability
      insurance, and such other insurance as Lender may require with respect to
      Borrower's properties and operations, in form, amounts, coverages and with
      insurance companies acceptable to Lender. Borrower, upon request of
      Lender, will deliver to Lender from time to time the policies or
      certificates of insurance in form satisfactory to Lender, including
      stipulations that coverages will not be cancelled or diminished without at
      least ten (10) days prior written notice to Lender. Each insurance policy
      also shall include an endorsement providing that coverage in favor of
      Lender will not be impaired in any way by any act, omission or default of
      Borrower or any other person. In connection with all policies covering
      assets in which Lender holds or is offered a security interest for the
      Loans, Borrower will provide Lender with such lender's loss payable or
      other endorsements as Lender may require.

      INSURANCE REPORTS. Furnish to Lender, upon request of Lender, reports on
      each existing insurance policy showing such information as Lender may
      reasonably request, including without limitation the following: (1) the
      name of the insurer; (2) the risks insured; (3) the amount of the policy;
      (4) the properties insured; (5) the then current property values on the
      basis of which insurance has been obtained, and the manner of determining
      those values; and (6) the expiration date of the policy. In addition, upon
      request of Lender (however not more often than annually), Borrower will
      have an independent appraiser satisfactory to Lender determine, as
      applicable, the actual cash value or replacement cost of any Collateral.
      The cost of such appraisal shall be paid by Borrower.

      OTHER AGREEMENTS. Comply with all terms and conditions of all other
      agreements, whether now or hereafter existing, between Borrower and any
      other party and notify Lender immediately in writing of any default in
      connection with any other such agreements.

      LOAN PROCEEDS. Use all Loan proceeds solely for Borrower's business
      operations, unless specifically consented to the contrary by Lender in
      writing.

<PAGE>

                                                                          PAGE 3

                             BUSINESS LOAN AGREEMENT
LOAN NO: 11001                      (CONTINUED)

      TAXES, CHARGES AND LIENS. Pay and discharge when due all of its
      indebtedness and obligations, including without limitation all
      assessments, taxes, governmental charges, levies and liens, of every kind
      and nature, imposed upon Borrower or its properties, income, or profits,
      prior to the date on which penalties would attach, and all lawful claims
      that, if unpaid, might become a lien or charge upon any of Borrower's
      properties, income, or profits.

      PERFORMANCE. Perform and comply, in a timely manner, with all terms,
      conditions, and provisions set forth in this Agreement, in the Related
      Documents, and in all other instruments and agreements between Borrower
      and Lender. Borrower shall notify Lender immediately in writing of any
      default in connection with any agreement.

      OPERATIONS. Maintain executive and management personnel with substantially
      the same qualifications and experience as the present executive and
      management personnel; provide written notice to Lender of any change in
      executive and management personnel; conduct its business affairs in a
      reasonable and prudent manner.

      ENVIRONMENTAL STUDIES. Promptly conduct and complete, at Borrower's
      expense, all such investigations, studies, samplings and testings as may
      be requested by Lender or any governmental authority relative to any
      substance, or any waste or by-product of any substance defined as toxic or
      a hazardous substance under applicable federal, state, or local law, rule,
      regulation, order or directive, at or affecting any property or any
      facility owned, leased or used by Borrower.

      COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS. Comply with all laws,
      ordinances, and regulations, now or hereafter in effect, of all
      governmental authorities applicable to the conduct of Borrower's
      properties, businesses and operations, and to the use or occupancy of the
      Collateral, including without limitation, the Americans With Disabilities
      Act. Borrower may contest in good faith any such law, ordinance, or
      regulation and withhold compliance during any proceeding, including
      appropriate appeals, so long as Borrower has notified Lender in writing
      prior to doing so and so long as, in Lender's sole opinion, Lender's
      interests in the Collateral are not jeopardized. Lender may require
      Borrower to post adequate security or a surety bond, reasonably
      satisfactory to Lender, to protect Lender's interest.

      INSPECTION. Permit employees or agents of Lender at any reasonable time to
      inspect any and all Collateral for the Loan or Loans and Borrower's other
      properties and to examine or audit Borrower's books, accounts, and records
      and to make copies and memoranda of Borrower's books, accounts, and
      records. If Borrower now or at any time hereafter maintains any records
      (including without limitation computer generated records and computer
      software programs for the generation of such records) in the possession of
      a third party, Borrower, upon request of Lender, shall notify such party
      to permit Lender free access to such records at all reasonable times and
      to provide Lender with copies of any records it may request, all at
      Borrower's expense.

      ENVIRONMENTAL COMPLIANCE AND REPORTS. Borrower shall comply in all
      respects with any and all Environmental Laws; not cause or permit to
      exist, as a result of an intentional or unintentional action or omission
      on Borrower's part or on the part of any third party, on property owned
      and/or occupied by Borrower, any environmental activity where damage may
      result to the environment, unless such environmental activity is pursuant
      to and in compliance with the conditions of a permit issued by the
      appropriate federal, state or local governmental authorities; shall
      furnish to Lender promptly and in any event within thirty (30) days after
      receipt thereof a copy of any notice, summons, lien, citation, directive,
      letter or other communication from any governmental agency or
      instrumentality concerning any intentional or unintentional action or
      omission on Borrower's part in connection with any environmental activity
      whether or not there is damage to the environment and/or other natural
      resources.

      ADDITIONAL ASSURANCES. Make, execute and deliver to Lender such promissory
      notes, mortgages, deeds of trust, security agreements, assignments,
      financing statements, instruments, documents and other agreements as
      Lender or its attorneys may reasonably request to evidence and secure the
      Loans and to perfect all Security Interests.

RECOVERY OF ADDITIONAL COSTS. If the imposition of or any change in any law,
rule, regulation or guideline, or the interpretation or application of any
thereof by any court or administrative or governmental authority (including any
request or policy not having the force of law) shall impose, modify or make
applicable any taxes (except federal, state or local income or franchise taxes
imposed on Lender), reserve requirements, capital adequacy requirements or other
obligations which would (A) increase the cost to Lender for extending or
maintaining the credit facilities to which this Agreement relates, (B) reduce
the amounts payable to Lender under this Agreement or the Related Documents, or
(C) reduce the rate of return on Lender's capital as a consequence of Lender's
obligations with respect to the credit facilities to which this Agreement
relates, then Borrower agrees to pay Lender such additional amounts as will
compensate Lender therefor, within five (5) days after Lender's written demand
for such payment, which demand shall be accompanied by an explanation of such
imposition or charge and a calculation in reasonable detail of the additional
amounts payable by Borrower, which explanation and calculations shall be
conclusive in the absence of manifest error.

LENDER'S EXPENDITURES. If any action or proceeding is commenced that would
materially affect Lender's interest in the Collateral or if Borrower fails to
comply with any provision of this Agreement or any Related Documents, including
but not limited to Borrower's failure to discharge or pay when due any amounts
Borrower is required to discharge or pay under this Agreement or any Related
Documents, Lender on Borrower's behalf may (but shall not be obligated to) take
any action that Lender deems appropriate, including but not limited to
discharging or paying all taxes, liens, security interests, encumbrances and
other claims, at any time levied or placed on any Collateral and paying all
costs for insuring, maintaining and preserving any Collateral. All such
expenditures incurred or paid by Lender for such purposes will then bear
interest at the rate charged under the Note from the date incurred or paid by
Lender to the date of repayment by Borrower. All such expenses will become a
part of the Indebtedness and, at Lender's option, will (A) be payable on demand;
(B) be added to the balance of the Note and be apportioned among and be payable
with any installment payments to become due during either (1) the term of any
applicable insurance policy; or (2) the remaining term of the Note; or (C) be
treated as a balloon payment which will be due and payable at the Note's
maturity.

NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent of
Lender:

      INDEBTEDNESS AND LIENS. (1) Except for trade debt incurred in the normal
      course of business and indebtedness to Lender contemplated by this
      Agreement, create, incur or assume indebtedness for borrowed money,
      including capital leases, (2) sell, transfer, mortgage, assign, pledge,
      lease, grant a security interest in, or encumber any of Borrower's assets
      (except as allowed as Permitted Liens), or (3) sell with recourse any of
      Borrower's accounts, except to Lender.

      CONTINUITY OF OPERATIONS. (1) Engage in any business activities
      substantially different than those in which Borrower is presently engaged,
      (2) cease operations, liquidate, merge, transfer, acquire or consolidate
      with any other entity, change its name, dissolve or transfer or sell
      Collateral out of the ordinary course of business, or (3) pay any
      dividends on Borrower's stock (other than dividends payable in its stock),
      provided, however that notwithstanding the foregoing, but only so long as
      no Event of Default has occurred and is continuing or would result from
      the payment of dividends, if Borrower is a "Subchapter S Corporation" (as
      defined in the Internal Revenue Code of 1986, as amended), Borrower may
      pay cash dividends on its stock to its shareholders from time to time in
      amounts necessary to enable the shareholders to pay income taxes and make
      estimated income tax payments to satisfy their liabilities under federal
      and state law which arise solely from their status as Shareholders of a
      Subchapter S Corporation because of their ownership of shares of
      Borrower's stock, or purchase or retire any of Borrower's outstanding
      shares or alter or amend Borrower's capital structure.

<PAGE>

                                                                          PAGE 4

                             BUSINESS LOAN AGREEMENT
LOAN NO: 11001                      (CONTINUED)

      LOANS, ACQUISITIONS AND GUARANTIES. (1) Loan, invest in or advance money
      or assets to any other person, enterprise or entity, (2) purchase, create
      or acquire any interest in any other enterprise or entity, or (3) incur
      any obligation as surety or guarantor other than in the ordinary course of
      business.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to
Borrower, whether under this Agreement or under any other agreement, Lender
shall have no obligation to make Loan Advances or to disburse Loan proceeds if:
(A) Borrower or any Guarantor is in default under the terms of this Agreement or
any of the Related Documents or any other agreement that Borrower or any
Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes
incompetent or becomes insolvent, files a petition in bankruptcy or similar
proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse
change in Borrower's financial condition, in the financial condition of any
Guarantor, or in the value of any Collateral securing any Loan; or (D) any
Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such
Guarantor's guaranty of the Loan or any other loan with Lender; or (E) Lender in
good faith deems itself insecure, even though no Event of Default shall have
occurred.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
Indebtedness against any and all such accounts.

DEFAULT. Each of the following shall constitute an Event of Default under this
Agreement:

      PAYMENT DEFAULT. Borrower fails to make any payment when due under the
      Loan.

      OTHER DEFAULTS. Borrower fails to comply with or to perform any other
      term, obligation, covenant or condition contained in this Agreement or in
      any of the Related Documents or to comply with or to perform any term,
      obligation, covenant or condition contained in any other agreement between
      Lender and Borrower.

      DEFAULT IN FAVOR OF THIRD PARTIES. Borrower or any Grantor defaults under
      any loan, extension of credit, security agreement, purchase or sales
      agreement, or any other agreement, in favor of any other creditor or
      person that may materially affect any of Borrower's or any Grantor's
      property or Borrower's or any Grantor's ability to repay the Loans or
      perform their respective obligations under this Agreement or any of the
      Related Documents.

      FALSE STATEMENTS. Any warranty, representation or statement made or
      furnished to Lender by Borrower or on Borrower's behalf under this
      Agreement or the Related Documents is false or misleading in any material
      respect, either now or at the time made or furnished or becomes false or
      misleading at any time thereafter.

      INSOLVENCY. The dissolution or termination of Borrower's existence as a
      going business, the insolvency of Borrower, the appointment of a receiver
      for any part of Borrower's property, any assignment for the benefit of
      creditors, any type of creditor workout, or the commencement of any
      proceeding under any bankruptcy or insolvency laws by or against Borrower.

      DEFECTIVE COLLATERALIZATION. This Agreement or any of the Related
      Documents ceases to be in full force and effect (including failure of any
      collateral document to create a valid and perfected security interest or
      lien) at any time and for any reason.

      CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or
      forfeiture proceedings, whether by judicial proceeding, self-help,
      repossession or any other method, by any creditor of Borrower or by any
      governmental agency against any collateral securing the Loan. This
      includes a garnishment of any of Borrower's accounts, including deposit
      accounts, with Lender. However, this Event of Default shall not apply if
      there is a good faith dispute by Borrower as to the validity or
      reasonableness of the claim which is the basis of the creditor or
      forfeiture proceeding and if Borrower gives Lender written notice of the
      creditor or forfeiture proceeding and deposits with Lender monies or a
      surety bond for the creditor or forfeiture proceeding, in an amount
      determined by Lender, in its sole discretion, as being an adequate reserve
      or bond for the dispute.

      EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with
      respect to any Guarantor of any of the Indebtedness or any Guarantor dies
      or becomes incompetent, or revokes or disputes the validity of, or
      liability under, any Guaranty of the Indebtedness. In the event of a
      death. Lender, at its option, may, but shall not be required to, permit
      the Guarantor's estate to assume unconditionally the obligations arising
      under the guaranty in a manner satisfactory to Lender, and, in doing so,
      cure any Event of Default.

      CHANGE IN OWNERSHIP. Any change in ownership of twenty-five percent (25%)
      or more of the common stock of Borrower.

      ADVERSE CHANGE. A material adverse change occurs in Borrower's financial
      condition, or Lender believes the prospect of payment or performance of
      the Loan is impaired.

      INSECURITY. Lender in good faith believes itself insecure.

      RIGHT TO CURE. If any default, other than a default on Indebtedness, is
      curable and if Borrower or Grantor, as the case may be, has not been given
      a notice of a similar default within the preceding twelve (12) months, it
      may be cured if Borrower or Grantor, as the case may be, after receiving
      written notice from Lender demanding cure of such default: (1) cure the
      default within fifteen (15) days; or (2) if the cure requires more than
      fifteen (15) days, immediately initiate steps which Lender deems in
      Lender's sole discretion to be sufficient to cure the default and
      thereafter continue and complete all reasonable and necessary steps
      sufficient to produce compliance as soon as reasonably practical.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where
otherwise provided in this Agreement or the Related Documents, all commitments
and obligations of Lender under this Agreement or the Related Documents or any
other agreement immediately will terminate (including any obligation to make
further Loan Advances or disbursements), and, at Lender's option, all
Indebtedness immediately will become due and payable, all without notice of any
kind to Borrower, except that in the case of an Event of Default of the type
described in the "Insolvency" subsection above, such acceleration shall be
automatic and not optional. In addition, Lender shall have all the rights and
remedies provided in the Related Documents or available at law, in equity, or
otherwise. Except as may be prohibited by applicable law, all of Lender's rights
and remedies shall be cumulative and may be exercised singularly or
concurrently. Election by Lender to pursue any remedy shall not exclude pursuit
of any other remedy, and an election to make expenditures or to take action to
perform an obligation of Borrower or of any Grantor shall not affect Lender's
right to declare a default and to exercise its rights and remedies.

MISCELLANEOUS PROVISIONS. The fallowing miscellaneous provisions are a part of
this Agreement:

      AMENDMENTS. This Agreement, together with any Related Documents,
      constitutes the entire understanding and agreement of the parties as to
      the matters set forth in this Agreement. No alteration of or amendment to
      this Agreement shall be effective unless given in writing and signed by
      the party or parties sought to be charged or bound by the alteration or
      amendment.

      ATTORNEYS' FEES; EXPENSES. Borrower agrees to pay upon demand all of
      Lender's costs and expenses, including Lender's attorneys' fees and
      Lender's legal expenses, incurred in connection with the enforcement of
      this Agreement. Lender may hire or pay someone else to help

<PAGE>

                                                                          PAGE 5

                             BUSINESS LOAN AGREEMENT
LOAN NO: 11001                      (CONTINUED)

      enforce this Agreement, and Borrower shall pay the costs and expenses of
      such enforcement. Costs and expenses include Lender's attorneys' fees and
      legal expenses whether or not there is a lawsuit, including attorneys'
      fees and legal expenses for bankruptcy proceedings (including efforts to
      modify or vacate any automatic stay or injunction), appeals, and any
      anticipated post-judgment collection services. Borrower also shall pay all
      court costs and such additional fees as may be directed by the court.

      CAPTION HEADINGS. Caption headings in this Agreement are for convenience
      purposes only and are not to be used to interpret or define the provisions
      of this Agreement.

      CONSENT TO LOAN PARTICIPATION. Borrower agrees and consents to Lender's
      sale or transfer, whether now or later, of one or more participation
      interests in the Loan to one or more purchasers, whether related or
      unrelated to Lender. Lender may provide, without any limitation
      whatsoever, to any one or more purchasers, or potential purchasers, any
      information or knowledge Lender may have about Borrower or about any other
      matter relating to the Loan, and Borrower hereby waives any rights to
      privacy Borrower may have with respect to such matters. Borrower
      additionally waives any and all notices of sale of participation
      interests, as well as all notices of any repurchase of such participation
      interests. Borrower also agrees that the purchasers of any such
      participation interests will be considered as the absolute owners of such
      interests in the Loan and will have all the rights granted under the
      participation agreement or agreements governing the sale of such
      participation interests. Borrower further waives all rights of offset or
      counterclaim that it may have now or later against Lender or against any
      purchaser of such a participation interest and unconditionally agrees that
      either Lender or such purchaser may enforce Borrower's obligation under
      the Loan irrespective of the failure or insolvency of any holder of any
      interest in the Loan. Borrower further agrees that the purchaser of any
      such participation interests may enforce its interests irrespective of any
      personal claims or defenses that Borrower may have against Lender.

      GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED
      IN ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF WASHINGTON.
      THIS AGREEMENT HAS BEEN ACCEPTED BY LENDER IN THE STATE OF WASHINGTON.

      NO WAIVER BY LENDER. Lender shall not be deemed to have waived any rights
      under this Agreement unless such waiver is given in writing and signed by
      Lender. No delay or omission on the part of Lender in exercising any right
      shall operate as a waiver of such right or any other right. A waiver by
      Lender of a provision of this Agreement shall not prejudice or constitute
      a waiver of Lender's right otherwise to demand strict compliance with that
      provision or any other provision of this Agreement. No prior waiver by
      Lender, nor any course of dealing between Lender and Borrower, or between
      Lender and any Grantor, shall constitute a waiver of any of Lender's
      rights or of any of Borrower's or any Grantor's obligations as to any
      future transactions. Whenever the consent of Lender is required under this
      Agreement, the granting of such consent by Lender in any instance shall
      not constitute continuing consent to subsequent instances where such
      consent is required and in all cases such consent may be granted or
      withheld in the sole discretion of Lender.

      NOTICES. Subject to applicable law, and except for notice required or
      allowed by law to be given in another manner, any notice required to be
      given under this Agreement shall be given in writing, and shall be
      effective when actually delivered, when actually received by telefacsimile
      (unless otherwise required by law), when deposited with a nationally
      recognized overnight courier, or, if mailed, when deposited in the United
      States mail, as first class, certified or registered mail postage prepaid,
      directed to the addresses shown near the beginning of this Agreement. Any
      party may change its address for notices under this Agreement by giving
      formal written notice to the other parties, specifying that the purpose of
      the notice is to change the party's address. For notice purposes, Borrower
      agrees to keep Lender informed at all times of Borrower's current address.
      Subject to applicable law, and except for notice required or allowed by
      law to be given in another manner, if there is more than one Borrower, any
      notice given by Lender to any Borrower is deemed to be notice given to all
      Borrowers.

      SEVERABILITY. If a court of competent jurisdiction finds any provision of
      this Agreement to be illegal, invalid, or unenforceable as to any
      circumstance, that finding shall not make the offending provision illegal,
      invalid, or unenforceable as to any other circumstance. If feasible, the
      offending provision shall be considered modified so that it becomes legal,
      valid and enforceable. If the offending provision cannot be so modified,
      it shall be considered deleted from this Agreement. Unless otherwise
      required by law, the illegality, invalidity, or unenforceability of any
      provision of this Agreement shall not affect the legality, validity or
      enforceability of any other provision of this Agreement.

      SUBSIDIARIES AND AFFILIATES OF BORROWER. To the extent the context of any
      provisions of this Agreement makes it appropriate, including without
      limitation any representation, warranty or covenant, the word "Borrower"
      as used in this Agreement shall include all of Borrower's subsidiaries and
      affiliates. Notwithstanding the foregoing however, under no circumstances
      shall this Agreement be construed to require Lender to make any Loan or
      other financial accommodation to any of Borrower's subsidiaries or
      affiliates.

      SUCCESSORS AND ASSIGNS. All covenants and agreements by or on behalf of
      Borrower contained in this Agreement or any Related Documents shall bind
      Borrower's successors and assigns and shall inure to the benefit of Lender
      and its successors and assigns. Borrower shall not, however, have the
      right to assign Borrower's rights under this Agreement or any interest
      therein, without the prior written consent of Lender.

      SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Borrower understands and
      agrees that in extending Loan Advances, Lender is relying on all
      representations, warranties, and covenants made by Borrower in this
      Agreement or in any certificate or other instrument delivered by Borrower
      to Lender under this Agreement or the Related Documents. Borrower further
      agrees that regardless of any investigation made by Lender, all such
      representations, warranties and covenants will survive the extension of
      Loan Advances and delivery to Lender of the Related Documents, shall be
      continuing in nature, shall be deemed made and redated by Borrower at the
      time each Loan Advance is made, and shall remain in full force and effect
      until such time as Borrower's Indebtedness shall be paid in full, or until
      this Agreement shall be terminated in the manner provided above, whichever
      is the last to occur.

      TIME IS OF THE ESSENCE. Time is of the essence in the performance of this
      Agreement.

      WAIVE JURY. ALL PARTIES TO THIS AGREEMENT HEREBY WAIVE THE RIGHT TO ANY
      JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY ANY PARTY
      AGAINST ANY OTHER PARTY.

DEFINITIONS. The following capitalized words and terms shall have the following
meanings when used in this Agreement. Unless specifically stated to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the plural, and the plural shall include the singular, as the context may
require. Words and terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code. Accounting
words and terms not otherwise defined in this Agreement shall have the meanings
assigned to them in accordance with generally accepted accounting principles as
in effect on the date of this Agreement:

      ADVANCE. The word "Advance" means a disbursement of Loan funds made, or to
      be made, to Borrower or on Borrower's behalf on a line of credit or
      multiple advance basis under the terms and conditions of this Agreement.

      AGREEMENT. The word "Agreement" means this Business Loan Agreement, as
      this Business Loan Agreement may be amended or modified from time to time,
      together with all exhibits and schedules attached to this Business Loan
      Agreement from time to time.

      BORROWER. The word "Borrower" means EvergreenBancorp, Inc. and includes
      all co-signers and co-makers signing the Note.

<PAGE>

                                                                          PAGE 6

                             BUSINESS LOAN AGREEMENT
LOAN NO: 11001                      (CONTINUED)

      COLLATERAL. The word "Collateral" means all property and assets granted as
      collateral security for a Loan, whether real or personal property, whether
      granted directly or indirectly, whether granted now or in the future, and
      whether granted in the form of a security interest, mortgage, collateral
      mortgage, deed of trust, assignment, pledge, crop pledge, chattel
      mortgage, collateral chattel mortgage, chattel trust, factor's lien,
      equipment trust, conditional sale, trust receipt, lien, charge, lien or
      title retention contract, lease or consignment intended as a security
      device, or any other security or lien interest whatsoever, whether created
      by law, contract, or otherwise.

      ENVIRONMENTAL LAWS. The words "Environmental Laws" mean any and all state,
      federal and local statutes, regulations and ordinances relating to the
      protection of human health or the environment, including without
      limitation the Comprehensive Environmental Response, Compensation, and
      Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq.
      ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub.
      L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49
      U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act,
      42 U.S.C. Section 6901, et seq., or other applicable state or federal
      laws, rules, or regulations adopted pursuant thereto.

      EVENT OF DEFAULT. The words "Event of Default" mean any of the events of
      default set forth in this Agreement in the default section of this
      Agreement.

      GAAP. The word "GAAP" means generally accepted accounting principles.

      GRANTOR. The word "Grantor" means each and all of the persons or entities
      granting a Security Interest in any Collateral for the Loan, including
      without limitation all Borrowers granting such a Security Interest.

      GUARANTOR. The word "Guarantor" means any guarantor, surety, or
      accommodation party of any or all of the Loan.

      GUARANTY. The word "Guaranty" means the guaranty from Guarantor to Lender,
      including without limitation a guaranty of all or part of the Note.

      HAZARDOUS SUBSTANCES. The words "Hazardous Substances" mean materials
      that, because of their quantity, concentration or physical, chemical or
      infectious characteristics, may cause or pose a present or potential
      hazard to human health or the environment when improperly used, treated,
      stored, disposed of, generated, manufactured, transported or otherwise
      handled. The words "Hazardous Substances" are used in their very broadest
      sense and include without limitation any and all hazardous or toxic
      substances, materials or waste as defined by or listed under the
      Environmental Laws. The term "Hazardous Substances" also includes, without
      limitation, petroleum and petroleum by-products or any fraction thereof
      and asbestos.

      INDEBTEDNESS. The word "Indebtedness" means the indebtedness evidenced by
      the Note or Related Documents, including all principal and interest
      together with all other indebtedness and costs and expenses for which
      Borrower is responsible under this Agreement or under any of the Related
      Documents.

      LENDER. The word "Lender" means KeyBank National Association, its
      successors and assigns.

      LOAN. The word "Loan" means any and all loans and financial accommodations
      from Lender to Borrower whether now or hereafter existing, and however
      evidenced, including without limitation those loans and financial
      accommodations described herein or described on any exhibit or schedule
      attached to this Agreement from time to time.

      NOTE. The word "Note" means the Note executed by EvergreenBancorp, Inc. in
      the principal amount of $5,000,000.00 dated January 26, 2005, together
      with all renewals of,.extensions of, modifications of, refinancings of,
      consolidations of, and substitutions for the note or credit agreement.

      PERMITTED LIENS. The words "Permitted Liens" mean (1) liens and security
      interests securing Indebtedness owed by Borrower to Lender; (2) liens for
      taxes, assessments, or similar charges either not yet due or being
      contested in good faith; (3) liens of materialmen, mechanics,
      warehousemen, or carriers, or other like liens arising in the ordinary
      course of business and securing obligations which are not yet delinquent;
      (4) purchase money liens or purchase money security interests upon or in
      any property acquired or held by Borrower in the ordinary course of
      business to secure indebtedness outstanding on the date of this Agreement
      or permitted to be incurred under the paragraph of this Agreement titled
      "Indebtedness and Liens"; (5) liens and security interests which, as of
      the date of this Agreement, have been disclosed to and approved by the
      Lender in writing; and (6) those liens and security interests which in the
      aggregate constitute an immaterial and insignificant monetary amount with
      respect to the net value of Borrower's assets.

      RELATED DOCUMENTS. The words "Related Documents" mean all promissory
      notes, credit agreements, loan agreements, environmental agreements,
      guaranties, security agreements, mortgages, deeds of trust, security
      deeds, collateral mortgages, and all other instruments, agreements and
      documents, whether now or hereafter existing, executed in connection with
      the Loan.

      SECURITY AGREEMENT. The words "Security Agreement" mean and include
      without limitation any agreements, promises, covenants, arrangements,
      understandings or other agreements, whether created by law, contract, or
      otherwise, evidencing, governing, representing, or creating a Security
      Interest.

      SECURITY INTEREST. The words "Security Interest" mean, without limitation,
      any and all types of collateral security, present and future, whether in
      the form of a lien, charge, encumbrance, mortgage, deed of trust, security
      deed, assignment, pledge, crop pledge, chattel mortgage, collateral
      chattel mortgage, chattel trust, factor's lien, equipment trust,
      conditional sale, trust receipt, lien or title retention contract, lease
      or consignment intended as a security device, or any other security or
      lien interest whatsoever whether created by law, contract, or otherwise.

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN
AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS
DATED JANUARY 26, 2005.

BORROWER:

EVERGREENBANCORP, INC.

<TABLE>
<S>                                                     <C>
BY: /s/ Gerald O. Hatler                                 BY: /s/ William G. Filer II
    ________________________________________________         _______________________________________________
    GERALD O. HATLER, PRESIDENT OF EVERGREENBANCORP,         WILLIAM G. FILER II, CHIEF FINANCIAL OFFICER OF
    INC.                                                     EVERGREENBANCORP, INC.
</TABLE>

<PAGE>

                                                                          PAGE 7

                             BUSINESS LOAN AGREEMENT
LOAN NO: 11001                      (CONTINUED)

LENDER:

KEYBANK NATIONAL ASSOCIATION

BY: /s/ Cortland D. Rounds
    ________________________________________________
    AUTHORIZED SIGNER

================================================================================
  LASER PRO Lending, Ver. 5.24.10.002 Copr. Harland Financial Solutions, Inc.
   1997, 2005. All Rights Reserved - WA N:\Lpro\CFI\LPL\C40.PC TR-83742 PR-3
<PAGE>

                                   [BAR CODE]

                          *31311385163500000110010D20*

                                 PROMISSORY NOTE

<TABLE>
<CAPTION>
PRINCIPAL       LOAN DATE     MATURITY    LOAN NO   CALL/COLL    ACCOUNTS     OFFICER   INITIALS
<S>             <C>          <C>          <C>       <C>         <C>           <C>       <C>
$5,000,000.00   01-26-2005   02-01-2006    11001     402/511    N3113851635    CDROD
</TABLE>

  References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.
Any item above containing "***" has been omitted due to text length limitations.

BORROWER: EVERGREENBANCORP, INC.      LENDER: KEYBANK NATIONAL ASSOCIATION
          301 EASTLAKE AVENUE EAST            WA-CB-TACOMA CORRESPONDENT BANKING
          SEATTLE, WA  98109                  1101 PACIFIC AVE.
                                              1ST FLOOR
                                              TACOMA, WA 98402

<TABLE>
<S>                                <C>                     <C>
PRINCIPAL AMOUNT: $5,000,000.00    INITIAL RATE: 4.750%    DATE OF NOTE: JANUARY 26, 2005
</TABLE>

PROMISE TO PAY. EVERGREENBANCORP, INC. ("BORROWER") PROMISES TO PAY TO KEYBANK
NATIONAL ASSOCIATION ("LENDER"), OR ORDER, IN LAWFUL MONEY OF THE UNITED STATES
OF AMERICA, THE PRINCIPAL AMOUNT OF FIVE MILLION & 00/100 DOLLARS
($5,000,000.00) OR SO MUCH AS MAY BE OUTSTANDING, TOGETHER WITH INTEREST ON THE
UNPAID OUTSTANDING PRINCIPAL BALANCE OF EACH ADVANCE. INTEREST SHALL BE
CALCULATED FROM THE DATE OF EACH ADVANCE UNTIL REPAYMENT OF EACH ADVANCE.

PAYMENT. BORROWER WILL PAY THIS LOAN IN ONE PAYMENT OF ALL OUTSTANDING PRINCIPAL
PLUS ALL ACCRUED UNPAID INTEREST ON FEBRUARY 1, 2006. IN ADDITION, BORROWER WILL
PAY REGULAR QUARTERLY PAYMENTS OF ALL ACCRUED UNPAID INTEREST DUE AS OF EACH
PAYMENT DATE, BEGINNING MARCH 1, 2005, WITH ALL SUBSEQUENT INTEREST PAYMENTS TO
BE DUE ON THE SAME DAY OF EACH QUARTER AFTER THAT. UNLESS OTHERWISE AGREED OR
REQUIRED BY APPLICABLE LAW, PAYMENTS WILL BE APPLIED FIRST TO ANY ACCRUED UNPAID
INTEREST; THEN TO PRINCIPAL; THEN TO ANY UNPAID COLLECTION COSTS; AND THEN TO
ANY LATE CHARGES. THE ANNUAL INTEREST RATE FOR THIS NOTE IS COMPUTED ON A
365/360 BASIS; THAT IS, BY APPLYING THE RATIO OF THE ANNUAL INTEREST RATE OVER A
YEAR OF 360 DAYS, MULTIPLIED BY THE OUTSTANDING PRINCIPAL BALANCE, MULTIPLIED BY
THE ACTUAL NUMBER OF DAYS THE PRINCIPAL BALANCE IS OUTSTANDING. BORROWER WILL
PAY LENDER AT LENDER'S ADDRESS SHOWN ABOVE OR AT SUCH OTHER PLACE AS LENDER MAY
DESIGNATE IN WRITING.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an index which is the Prime Rate announced by
Lender (the "Index"). The Index is not necessarily the lowest rate charged by
Lender on its loans and is set by Lender in its sole discretion. If the Index
becomes unavailable during the term of this loan, Lender may designate a
substitute index after notifying Borrower. Lender will tell Borrower the current
Index rate upon Borrower's request. The interest rate change will not occur more
often than each day that the Index changes. The interest rate will change
automatically and correspondingly on the date of each announced change of the
Index by Lender. Borrower understands that Lender may make loans based on other
rates as well. THE INDEX CURRENTLY IS 5.250% PER ANNUM. THE INTEREST RATE TO BE
APPLIED TO THE UNPAID PRINCIPAL BALANCE OF THIS NOTE WILL BE AT A RATE OF 0.500
PERCENTAGE POINTS UNDER THE INDEX, RESULTING IN AN INITIAL RATE OF 4.750% PER
ANNUM. NOTICE: Under no circumstances will the interest rate on this Note be
more than the maximum rate allowed by applicable law.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Early payments will not, unless agreed to by Lender in
writing, relieve Borrower of Borrower's obligation to continue to make payments
of accrued unpaid interest. Rather, early payments will reduce the principal
balance due. Borrower agrees not to send Lender payments marked "paid in full",
"without recourse", or similar language. If Borrower sends such a payment,
Lender may accept it without losing any of Lender's rights under this Note, and
Borrower will remain obligated to pay any further amount owed to Lender. All
written communications concerning disputed amounts, including any check or other
payment instrument that indicates that the payment constitutes "payment in full"
of the amount owed or that is tendered with other conditions or limitations or
as full satisfaction of a disputed amount must be mailed or delivered to:
KeyBank National Association, WA-CB-Tacoma Correspondent Banking, 1101 Pacific
Ave., 1st Floor, Tacoma, WA 98402.

LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged
5.000% OF THE UNPAID PORTION OF THE REGULARLY SCHEDULED PAYMENT OR $50.00,
WHICHEVER IS GREATER.

INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final
maturity, Lender, at its option, may, if permitted under applicable law,
increase the variable interest rate on this Note 3.000 percentage points. The
interest rate will not exceed the maximum rate permitted by applicable law.

DEFAULT. Each of the following shall constitute an event of default ("Event of
Default") under this Note:

      PAYMENT DEFAULT. Borrower fails to make any payment when due under this
      Note.

      OTHER DEFAULTS. Borrower fails to comply with or to perform any other
      term, obligation, covenant or condition contained in this Note or in any
      of the related documents or to comply with or to perform any term,
      obligation, covenant or condition contained in any other agreement between
      Lender and Borrower.

      DEFAULT IN FAVOR OF THIRD PARTIES. Borrower or any Grantor defaults under
      any loan, extension of credit, security agreement, purchase or sales
      agreement, or any other agreement, in favor of any other creditor or
      person that may materially affect any of Borrower's property or Borrower's
      ability to repay this Note or perform Borrower's obligations under this
      Note or any of the related documents.

      FALSE STATEMENTS. Any warranty, representation or statement made or
      furnished to Lender by Borrower or on Borrower's behalf under this Note or
      the related documents is false or misleading in any material respect,
      either now or at the time made or furnished or becomes false or misleading
      at any time thereafter.

      INSOLVENCY. The dissolution or termination of Borrower's existence as a
      going business, the insolvency of Borrower, the appointment of a receiver
      for any part of Borrower's property, any assignment for the benefit of
      creditors, any type of creditor workout, or the commencement of any
      proceeding under any bankruptcy or insolvency laws by or against Borrower.

      CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or
      forfeiture proceedings, whether by judicial proceeding, self-help,
      repossession or any other method, by any creditor of Borrower or by any
      governmental agency against any collateral securing the loan. This
      includes a garnishment of any of Borrower's accounts, including deposit
      accounts, with Lender. However, this Event of Default shall not apply if
      there is a good faith dispute by Borrower as to the validity or
      reasonableness of the claim which is the basis of the creditor or
      forfeiture proceeding and if Borrower gives Lender written notice of the
      creditor or forfeiture proceeding and deposits with Lender monies or a
      surety bond for the creditor or forfeiture proceeding, in an amount
      determined by Lender, in its sole discretion, as being an adequate reserve
      or bond for the dispute.

<PAGE>

                                                                          PAGE 2

                                 PROMISSORY NOTE
LOAN NO: 11001                     (CONTINUED)

      EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with
      respect to any guarantor, endorser, surety, or accommodation party of any
      of the indebtedness or any guarantor, endorser, surety, or accommodation
      party dies or becomes incompetent, or revokes or disputes the validity of,
      or liability under, any guaranty of the indebtedness evidenced by this
      Note. In the event of a death, Lender, at its option, may, but shall not
      be required to, permit the guarantor's estate to assume unconditionally
      the obligations arising under the guaranty in a manner satisfactory to
      Lender, and, in doing so, cure any Event of Default.

      CHANGE IN OWNERSHIP. Any change in ownership of twenty-five percent (25%)
      or more of the common stock of Borrower.

      ADVERSE CHANGE. A material adverse change occurs in Borrower's financial
      condition, or Lender believes the prospect of payment or performance of
      this Note is impaired.

      INSECURITY. Lender in good faith believes itself insecure.

      CURE PROVISIONS. If any default, other than a default in payment or
      failure to satisfy Lender's requirement in the Insufficient Market Value
      of Securities section is curable and if Borrower has not been given a
      notice of a breach of the same provision of this Note within the preceding
      twelve (12) months, it may be cured if Borrower, after receiving written
      notice from Lender demanding cure of such default: (1) cures the default
      within fifteen (15) days; or (2) if the cure requires more than fifteen
      (15) days, immediately initiates steps which Lender deems in Lender's sole
      discretion to be sufficient to cure the default and thereafter continues
      and completes all reasonable and necessary steps sufficient to produce
      compliance as soon as reasonably practical.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, and then
Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect
this Note if Borrower does not pay. Borrower will pay Lender that amount. This
includes, subject to any limits under applicable law, Lender's attorneys' fees
and Lender's legal expenses, whether or not there is a lawsuit, including
attorneys' fees, expenses for bankruptcy proceedings (including efforts to
modify or vacate any automatic stay or injunction), and appeals. If not
prohibited by applicable law, Borrower also will pay any court costs, in
addition to all other sums provided by law.

JURY WAIVER. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY
ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST
THE OTHER.

GOVERNING LAW. THIS NOTE WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN
ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF WASHINGTON. THIS NOTE
HAS BEEN ACCEPTED BY LENDER IN THE STATE OF WASHINGTON.

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $20.00 if Borrower
makes a payment on Borrower's loan and the check or preauthorized charge with
which Borrower pays is later dishonored.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
indebtedness against any and all such accounts.

LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under
this Note may be requested either orally or in writing by Borrower or as
provided in this paragraph. Lender may, but need not, require that all oral
requests be confirmed in writing. All communications, instructions, or
directions by telephone or otherwise to Lender are to be directed to Lender's
office shown above. The following persons currently are authorized to request
advances and authorize payments under the line of credit until Lender receives
from Borrower, at Lender's address shown above, written notice of revocation of
their authority: GERALD O. HATLER, PRESIDENT OF EVERGREENBANCORP, INC.; AND
WILLIAM G. FILER II, CHIEF FINANCIAL OFFICER OF EVERGREENBANCORP, INC. Borrower
agrees to be liable for all sums either: (A) advanced in accordance with the
instructions of an authorized person or (B) credited to any of Borrower's
accounts with Lender. The unpaid principal balance owing on this Note at any
time may be evidenced by endorsements on this Note or by Lender's internal
records, including daily computer print-outs. Lender will have no obligation to
advance funds under this Note if: (A) Borrower or any guarantor is in default
under the terms of this Note or any agreement that Borrower or any guarantor has
with Lender, including any agreement made in connection with the signing of this
Note; (B) Borrower or any guarantor ceases doing business or is insolvent; (C)
any guarantor seeks, claims or otherwise attempts to limit, modify or revoke
such guarantor's guarantee of this Note or any other loan with Lender; (D)
Borrower has applied funds provided pursuant to this Note for purposes other
than those authorized by Lender; or (E) Lender in good faith believes itself
insecure.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and
upon Borrower's heirs, personal representatives, successors and assigns, and
shall inure to the benefit of Lender and its successors and assigns.

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, and notice of dishonor. Upon any change in the
terms of this Note, and unless otherwise expressly stated in writing, no party
who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan or release
any party or guarantor or collateral; or impair, fail to realize upon or perfect
Lender's security interest in the collateral; and take any other action deemed
necessary by Lender without the consent of or notice to anyone. All such parties
also agree that Lender may modify this loan without the consent of or notice to
anyone other than the party with whom the modification is made. The obligations
under this Note are joint and several.

<PAGE>

                                                                          PAGE 3

                                 PROMISSORY NOTE
LOAN NO: 11001                     (CONTINUED)

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO
THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

BORROWER:

EVERGREENBANCORP, INC.

<TABLE>
<S>                                                     <C>

BY: /s/ Gerald O. Hatler                               BY:  /s/ William G. Filer II
    ________________________________________________        _______________________________________________
    GERALD O. HATLER, PRESIDENT OF EVERGREENBANCORP,        WILLIAM G. FILER II, CHIEF FINANCIAL OFFICER OF
    INC.                                                    EVERGREENBANCORP, INC.
</TABLE>

================================================================================
  LASER PRO Lending, Ver. 5.24.10.002 Copr. Harland Financial Solutions, Inc.
   1997, 2005. All Rights Reserved - WA N:\Lpro\CFI\LPL\D20.PC TR-83742 PR-3
<PAGE>

                                   [BAR CODE]

                          *31311385163500000110010E60*

                           COMMERCIAL PLEDGE AGREEMENT

<TABLE>
<CAPTION>
Principal       Loan Date     Maturity    Loan No   Call/coll    Accounts     Officer   Initials
<S>             <C>          <C>          <C>       <C>         <C>           <C>       <C>
$5,000,000.00   01-26-2005   02-01-2006    11001     402/511    N3113851635    CDROD
</TABLE>

  References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.
Any item above containing "***" has been omitted due to text length limitations.

GRANTOR: EVERGREENBANCORP, INC.       LENDER: KEYBANK NATIONAL ASSOCIATION
         301 EASTLAKE AVENUE EAST             WA-CB-TACOMA CORRESPONDENT BANKING
         SEATTLE, WA  98109                   1101 PACIFIC AVE.
                                              1ST FLOOR
                                              TACOMA, WA 98402

THIS COMMERCIAL PLEDGE AGREEMENT DATED JANUARY 26, 2005, IS MADE AND EXECUTED
BETWEEN EVERGREENBANCORP, INC. ("GRANTOR") AND KEYBANK NATIONAL ASSOCIATION
("LENDER").

GRANT OF SECURITY INTEREST. FOR VALUABLE CONSIDERATION, GRANTOR GRANTS TO LENDER
A SECURITY INTEREST IN THE COLLATERAL TO SECURE THE INDEBTEDNESS AND AGREES THAT
LENDER SHALL HAVE THE RIGHTS STATED IN THIS AGREEMENT WITH RESPECT TO THE
COLLATERAL, IN ADDITION TO ALL OTHER RIGHTS WHICH LENDER MAY HAVE BY LAW.

COLLATERAL DESCRIPTION. The word "Collateral" as used in this Agreement means
all of Grantor's property (however owned if more than one), in the possession
of, or subject to the control of, Lender (or in the possession of, or subject to
the control of, a third party subject to the control of Lender), whether
existing now or later and whether tangible or intangible in character, including
without limitation each and all of the following:

      622,762 SHARES OF EVERGREEN BANK STOCK, ISSUED IN THE NAME OF
      EVERGREENBANCORP, INC., ISSUED ON JUNE 20, 2001, CUSIP NO. 300186103

In addition, the word "Collateral" includes all of Grantor's property (however
owned), in the possession of, or subject to the control of, Lender (or in the
possession of, or subject to the control of, a third party subject to the
control of Lender), whether now or hereafter existing and whether tangible or
intangible in character, including without limitation each of the following:

      (A) ALL PROPERTY TO WHICH LENDER ACQUIRES TITLE OR DOCUMENTS OF TITLE.

      (B) ALL PROPERTY ASSIGNED TO LENDER.

      (C) ALL PROMISSORY NOTES, BILLS OF EXCHANGE, STOCK CERTIFICATES, BONDS,
      INVESTMENT PROPERTY, SAVINGS PASSBOOKS, TIME CERTIFICATES OF DEPOSIT,
      INSURANCE POLICIES, AND ALL OTHER INSTRUMENTS AND EVIDENCES OF AN
      OBLIGATION.

      (D) ALL RECORDS RELATING TO ANY OF THE PROPERTY DESCRIBED IN THIS
      COLLATERAL SECTION, WHETHER IN THE FORM OF A WRITING, MICROFILM,
      MICROFICHE, OR ELECTRONIC MEDIA.

      (E) ALL INCOME AND PROCEEDS FROM THE COLLATERAL AS DEFINED HEREIN.

CROSS-COLLATERALIZATION. In addition to the Note, this Agreement secures all
obligations, debts and liabilities, plus interest thereon, of Grantor to Lender,
or any one or more of them, as well as all claims by Lender against Grantor or
any one or more of them, whether now existing or hereafter arising, whether
related or unrelated to the purpose of the Note, whether voluntary or otherwise,
whether due or not due, direct or indirect, determined or undetermined, absolute
or contingent, liquidated or unliquidated whether Grantor may be liable
individually or jointly with others, whether obligated as guarantor, surety,
accommodation party or otherwise, and whether recovery upon such amounts may be
or hereafter may become barred by any statute of limitations, and whether the
obligation to repay such amounts may be or hereafter may become otherwise
unenforceable.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Grantor's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Grantor holds
jointly with someone else and all accounts Grantor may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Grantor authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
Indebtedness against any and all such accounts.

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. Grantor
represents and warrants to Lender that:

      OWNERSHIP. Grantor is the lawful owner of the Collateral free and clear of
      all security interests, liens, encumbrances and claims of others except as
      disclosed to and accepted by Lender in writing prior to execution of this
      Agreement.

      RIGHT TO PLEDGE. Grantor has the full right, power and authority to enter
      into this Agreement and to pledge the Collateral.

      AUTHORITY; BINDING EFFECT. Grantor has the full right, power and authority
      to enter into this Agreement and to grant a security interest in the
      Collateral to Lender. This Agreement is binding upon Grantor as well as
      Grantor's successors and assigns, and is legally enforceable in accordance
      with its terms. The foregoing representations and warranties, and all
      other representations and warranties contained in this Agreement are and
      shall be continuing in nature and shall remain in full force and effect
      until such time as this Agreement is terminated or cancelled as provided
      herein.

      NO FURTHER ASSIGNMENT. Grantor has not, and shall not, sell, assign,
      transfer, encumber or otherwise dispose of any of Grantor's rights in the
      Collateral except as provided in this Agreement.

      NO DEFAULTS. There are no defaults existing under the Collateral, and
      there are no offsets or counterclaims to the same. Grantor will strictly
      and promptly perform each of the terms, conditions, covenants and
      agreements, if any, contained in the Collateral which are to be performed
      by Grantor.

      NO VIOLATION. The execution and delivery of this Agreement will not
      violate any law or agreement governing Grantor or to which Grantor is a
      party, and its certificate or articles of incorporation and bylaws do not
      prohibit any term or condition of this Agreement.

      FINANCING STATEMENTS. Grantor authorizes Lender to file a UCC financing
      statement, or alternatively, a copy of this Agreement to perfect

<PAGE>

                                                                          PAGE 2

                           COMMERCIAL PLEDGE AGREEMENT
LOAN NO: 11001                      (CONTINUED)

      Lender's security interest. At Lender's request, Grantor additionally
      agrees to sign all other documents that are necessary to perfect, protect,
      and continue Lender's security interest in the Property. Grantor will pay
      all filing fees, title transfer fees, and other fees and costs involved
      unless prohibited by law or unless Lender is required by law to pay such
      fees and costs. Grantor irrevocably appoints Lender to execute documents
      necessary to transfer title if there is a default. Lender may file a copy
      of this Agreement as a financing statement. If Grantor changes Grantor's
      name or address, or the name or address of any person granting a security
      interest under this Agreement changes, Grantor will promptly notify the
      Lender of such change.

LENDER'S RIGHTS AND OBLIGATIONS WITH RESPECT TO THE COLLATERAL. Lender may hold
the Collateral until all Indebtedness has been paid and satisfied. Thereafter
Lender may deliver the Collateral to Grantor or to any other owner of the
Collateral. Lender shall have the following rights in addition to all other
rights Lender may have by law:

      MAINTENANCE AND PROTECTION OF COLLATERAL. Lender may, but shall not be
      obligated to, take such steps as it deems necessary or desirable to
      protect, maintain, insure, store, or care for the Collateral, including
      paying of any liens or claims against the Collateral. This may include
      such things as hiring other people, such as attorneys, appraisers or other
      experts. Lender may charge Grantor for any cost incurred in so doing. When
      applicable law provides more than one method of perfection of Lender's
      security interest, Lender may choose the method(s) to be used. If the
      Collateral consists of stock, bonds or other securities for which no
      certificate has been issued, Grantor agrees, at Lender's request, either
      to request issuance of an appropriate certificate or to give instructions
      on Lender's forms to the issuer, transfer agent, mutual fund company, or
      broker, as the case may be, to record on its books or records Lender's
      security interest in the Collateral.

      INCOME AND PROCEEDS FROM THE COLLATERAL. Lender may receive all Income and
      Proceeds and add it to the Collateral. Grantor agrees to deliver to Lender
      immediately upon receipt, in the exact form received and without
      commingling with other property, all Income and Proceeds from the
      Collateral which may be received by, paid, or delivered to Grantor or for
      Grantor's account, whether as an addition to, in discharge of, in
      substitution of, or in exchange for any of the Collateral.

      APPLICATION OF CASH. At Lender's option, Lender may apply any cash,
      whether included in the Collateral or received as Income and Proceeds or
      through liquidation, sale, or retirement, of the Collateral, to the
      satisfaction of the Indebtedness or such portion thereof as Lender shall
      choose, whether or not matured.

      TRANSACTIONS WITH OTHERS. Lender may (1) extend time for payment or other
      performance, (2) grant a renewal or change in terms or conditions, or (3)
      compromise, compound or release any obligation, with any one or more
      Obligors, endorsers, or Guarantors of the Indebtedness as Lender deems
      advisable, without obtaining the prior written consent of Grantor, and no
      such act or failure to act shall affect Lender's rights against Grantor or
      the Collateral.

      ALL COLLATERAL SECURES INDEBTEDNESS. All Collateral shall be security for
      the Indebtedness, whether the Collateral is located at one or more offices
      or branches of Lender. This will be the case whether or not the office or
      branch where Grantor obtained Grantor's loan knows about the Collateral or
      relies upon the Collateral as security.

      COLLECTION OF COLLATERAL. Lender at Lender's option may, but need not,
      collect the Income and Proceeds directly from the Obligors. Grantor
      authorizes and directs the Obligors, if Lender decides to collect the
      Income and Proceeds, to pay and deliver to Lender all Income and Proceeds
      from the Collateral and to accept Lender's receipt for the payments.

      POWER OF ATTORNEY. Grantor irrevocably appoints Lender as Grantor's
      attorney-in-fact, with full power of substitution, (a) to demand, collect,
      receive, receipt for, sue and recover all Income and Proceeds and other
      sums of money and other property which may now or hereafter become due,
      owing or payable from the Obligors in accordance with the terms of the
      Collateral; (b) to execute, sign and endorse any and all instruments,
      receipts, checks, drafts and warrants issued in payment for the
      Collateral; (c) to settle or compromise any and all claims arising under
      the Collateral, and in the place and stead of Grantor, execute and deliver
      Grantor's release and acquittance for Grantor; (d) to file any claim or
      claims or to take any action or institute or take part in any proceedings,
      either in Lender's own name or in the name of Grantor, or otherwise, which
      in the discretion of Lender may seem to be necessary or advisable; and (e)
      to execute in Grantor's name and to deliver to the Obligors on Grantor's
      behalf, at the time and in the manner specified by the Collateral, any
      necessary instruments or documents.

      PERFECTION OF SECURITY INTEREST. Upon Lender's request, Grantor will
      deliver to Lender any and all of the documents evidencing or constituting
      the Collateral. When applicable law provides more than one method of
      perfection of Lender's security interest, Lender may choose the method(s)
      to be used. Upon Lender's request, Grantor will sign and deliver any
      writings necessary to perfect Lender's security interest. If any of the
      Collateral consists of investment property for which no certificate has
      been issued, Grantor agrees, at Lender's option, either to request
      issuance of an appropriate certificate or to execute appropriate
      instructions on Lender's forms instructing the issuer, transfer agent,
      mutual fund company, or broker, as the case may be, to record on its books
      or records, by book-entry or otherwise, Lender's security interest in the
      Collateral. Grantor hereby appoints Lender as Grantor's irrevocable
      attorney-in-fact for the purpose of executing any documents necessary to
      perfect, amend, or to continue the security interest granted in this
      Agreement or to demand termination of filings of other secured parties.
      THIS IS A CONTINUING SECURITY AGREEMENT AND WILL CONTINUE IN EFFECT EVEN
      THOUGH ALL OR ANY PART OF THE INDEBTEDNESS IS PAID IN FULL AND EVEN THOUGH
      FOR A PERIOD OF TIME GRANTOR MAY NOT BE INDEBTED TO LENDER.

LENDER'S EXPENDITURES. If any action or proceeding is commenced that would
materially affect Lender's interest in the Collateral or if Grantor fails to
comply with any provision of this Agreement or any Related Documents, including
but not limited to Grantor's failure to discharge or pay when due any amounts
Grantor is required to discharge or pay under this Agreement or any Related
Documents, Lender on Grantor's behalf may (but shall not be obligated to) take
any action that Lender deems appropriate, including but not limited to
discharging or paying all taxes, liens, security interests, encumbrances and
other claims, at any time levied or placed on the Collateral and paying all
costs for insuring, maintaining and preserving the Collateral. All such
expenditures incurred or paid by Lender for such purposes will then bear
interest at the rate charged under the Note from the date incurred or paid by
Lender to the date of repayment by Grantor. All such expenses will become a part
of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B)
be added to the balance of the Note and be apportioned among and be payable with
any installment payments to become due during either (1) the term of any
applicable insurance policy; or (2) the remaining term of the Note; or (C) be
treated as a balloon payment which will be due and payable at the Note's
maturity. The Agreement also will secure payment of these amounts. Such right
shall be in addition to all other rights and remedies to which Lender may be
entitled upon Default.

LIMITATIONS ON OBLIGATIONS OF LENDER. Lender shall use ordinary reasonable care
in the physical preservation and custody of the Collateral in Lender's
possession, but shall have no other obligation to protect the Collateral or its
value. In particular, but without limitation, Lender shall have no
responsibility for (A) any depreciation in value of the Collateral or for the
collection or protection of any Income and Proceeds from the Collateral, (B)
preservation of rights against parties to the Collateral or against third
persons, (C) ascertaining any maturities, calls, conversions, exchanges, offers,
tenders, or similar matters relating to any of the Collateral, or (D) informing
Grantor about any

<PAGE>

                                                                          PAGE 3

                           COMMERCIAL PLEDGE AGREEMENT
LOAN NO: 11001                      (CONTINUED)

of the above, whether or not Lender has or is deemed to have knowledge of such
matters. Except as provided above, Lender shall have no liability for
depreciation or deterioration of the Collateral.

DEFAULT. Each of the following shall constitute an Event of Default under this
Agreement:

      PAYMENT DEFAULT. Grantor fails to make any payment when due under the
      Indebtedness.

      OTHER DEFAULTS. Grantor fails to comply with or to perform any other term,
      obligation, covenant or condition contained in this Agreement or in any of
      the Related Documents or to comply with or to perform any term,
      obligation, covenant or condition contained in any other agreement between
      Lender and Grantor.

      DEFAULT IN FAVOR OF THIRD PARTIES. Should Grantor or any Grantor default
      under any loan, extension of credit, security agreement, purchase or sales
      agreement, or any other agreement, in favor of any other creditor or
      person that may materially affect any of Grantor's property or Grantor's
      or any Grantor's ability to repay the Indebtedness or perform their
      respective obligations under this Agreement or any of the Related
      Documents.

      FALSE STATEMENTS. Any warranty, representation or statement made or
      furnished to Lender by Grantor or on Grantor's behalf under this Agreement
      or the Related Documents is false or misleading in any material respect,
      either now or at the time made or furnished or becomes false or misleading
      at any time thereafter.

      DEFECTIVE COLLATERALIZATION. This Agreement or any of the Related
      Documents ceases to be in full force and effect (including failure of any
      collateral document to create a valid and perfected security interest or
      lien) at any time and for any reason.

      INSOLVENCY. The dissolution or termination of Grantor's existence as a
      going business, the insolvency of Grantor, the appointment of a receiver
      for any part of Grantor's property, any assignment for the benefit of
      creditors, any type of creditor workout, or the commencement of any
      proceeding under any bankruptcy or insolvency laws by or against Grantor.

      CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or
      forfeiture proceedings, whether by judicial proceeding, self-help,
      repossession or any other method, by any creditor of Grantor or by any
      governmental agency against any collateral securing the Indebtedness. This
      includes a garnishment of any of Grantor's accounts, including deposit
      accounts, with Lender. However, this Event of Default shall not apply if
      there is a good faith dispute by Grantor as to the validity or
      reasonableness of the claim which is the basis of the creditor or
      forfeiture proceeding and if Grantor gives Lender written notice of the
      creditor or forfeiture proceeding and deposits with Lender monies or a
      surety bond for the creditor or forfeiture proceeding, in an amount
      determined by Lender, in its sole discretion, as being an adequate reserve
      or bond for the dispute.

      EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with
      respect to any guarantor, endorser, surety, or accommodation party of any
      of the Indebtedness or guarantor, endorser, surety, or accommodation party
      dies or becomes incompetent or revokes or disputes the validity of, or
      liability under, any Guaranty of the Indebtedness.

      ADVERSE CHANGE. A material adverse change occurs in Grantor's financial
      condition, or Lender believes the prospect of payment or performance of
      the Indebtedness is impaired.

      INSECURITY. Lender in good faith believes itself insecure.

      CURE PROVISIONS. If any default, other than a default in payment or
      failure to satisfy Lender's requirement in the Insufficient Market Value
      of Securities section is curable and if Grantor has not been given a
      notice of a breach of the same provision of this Agreement within the
      preceding twelve (12) months, it may be cured if Grantor, after receiving
      written notice from Lender demanding cure of such default: (1) cures the
      default within fifteen (15) days; or (2) if the cure requires more than
      fifteen (15) days, immediately initiates steps which Lender deems in
      Lender's sole discretion to be sufficient to cure the default and
      thereafter continues and completes all reasonable and necessary steps
      sufficient to produce compliance as soon as reasonably practical.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this
Agreement, at any time thereafter, Lender may exercise any one or more of the
following rights and remedies:

      ACCELERATE INDEBTEDNESS. Declare all Indebtedness, including any
      prepayment penalty which Grantor would be required to pay, immediately due
      and payable, without notice of any kind to Grantor.

      COLLECT THE COLLATERAL. Collect any of the Collateral and, at Lender's
      option and to the extent permitted by applicable law, retain possession of
      the Collateral while suing on the Indebtedness.

      SELL THE COLLATERAL. Sell the Collateral, at Lender's discretion, as a
      unit or in parcels, at one or more public or private sales. Unless the
      Collateral is perishable or threatens to decline speedily in value or is
      of a type customarily sold on a recognized market, Lender shall give or
      mail to Grantor, and other persons as required by law, notice at least ten
      (10) days in advance of the time and place of any public sale, or of the
      time after which any private sale may be made. However, no notice need be
      provided to any person who, after an Event of Default occurs, enters into
      and authenticates an agreement waiving that person's right to notification
      of sale. Grantor agrees that any requirement of reasonable notice as to
      Grantor is satisfied if Lender mails notice by ordinary mail addressed to
      Grantor at the last address Grantor has given Lender in writing. If a
      public sale is held, there shall be sufficient compliance with all
      requirements of notice to the public by a single publication in any
      newspaper of general circulation in the county where the Collateral is
      located, setting forth the time and place of sale and a brief description
      of the property to be sold. Lender may be a purchaser at any public sale.

      SELL SECURITIES. Sell any securities included in the Collateral in a
      manner consistent with applicable federal and state securities laws. If,
      because of restrictions under such laws, Lender is unable, or believes
      Lender is unable, to sell the securities in an open market transaction,
      Grantor agrees that Lender will have no obligation to delay sale until the
      securities can be registered. Then Lender may make a private sale to one
      or more persons or to a restricted group of persons, even though such sale
      may result in a price that is less favorable than might be obtained in an
      open market transaction. Such a sale will be considered commercially
      reasonable. If any securities held as Collateral are "restricted
      securities" as defined in the Rules of the Securities and Exchange
      Commission (such as Regulation D or Rule 144) or the rules of state
      securities departments under state "Blue Sky" laws, or if Grantor or any
      other owner of the Collateral is an affiliate of the issuer of the
      securities, Grantor agrees that neither Grantor, nor any member of
      Grantor's family, nor any other person signing this Agreement will sell or
      dispose of any securities of such issuer without obtaining Lender's prior
      written consent.

      RIGHTS AND REMEDIES WITH RESPECT TO INVESTMENT PROPERTY, FINANCIAL ASSETS
      AND RELATED COLLATERAL. In addition to other rights and remedies granted
      under this Agreement and under applicable law, Lender may exercise any or
      all of the following rights and remedies: (1) register with any issuer or
      broker or other securities intermediary any of the Collateral consisting
      of investment property or financial assets (collectively herein,
      "investment property") in Lender's sole name or in the name of Lender's
      broker, agent or nominee; (2) cause any

<PAGE>

                                                                          PAGE 4

                           COMMERCIAL PLEDGE AGREEMENT
LOAN NO: 11001                      (CONTINUED)

      issuer, broker or other securities intermediary to deliver to Lender any
      of the Collateral consisting of securities, or investment property capable
      of being delivered; (3) enter into a control agreement or power of
      attorney with any issuer or securities intermediary with respect to any
      Collateral consisting of investment property, on such terms as Lender may
      deem appropriate, in its sole discretion, including without limitation, an
      agreement granting to Lender any of the rights provided hereunder without
      further notice to or consent by Grantor; (4) execute any such control
      agreement on Grantor's behalf and in Grantor's name, and hereby
      irrevocably appoints Lender as agent and attorney-in-fact, coupled with an
      interest, for the purpose of executing such control agreement on Grantor's
      behalf; (5) exercise any and all rights of Lender under any such control
      agreement or power of attorney; (6) exercise any voting, conversion,
      registration, purchase, option, or other rights with respect to any
      Collateral; (7) collect, with or without legal action, and issue receipts
      concerning any notes, checks, drafts, remittances or distributions that
      are paid or payable with respect to any Collateral consisting of
      investment property. Any control agreement entered with respect to any
      investment property shall contain the following provisions, at Lender's
      discretion. Lender shall be authorized to instruct the issuer, broker or
      other securities intermediary to take or to refrain from taking such
      actions with respect to the investment property as Lender may instruct,
      without further notice to or consent by Grantor. Such actions may include
      without limitation the issuance of entitlement orders, account
      instructions, general trading or buy or sell orders, transfer and
      redemption orders, and stop loss orders. Lender shall be further entitled
      to instruct the issuer, broker or securities intermediary to sell or to
      liquidate any investment property, or to pay the cash surrender or account
      termination value with respect to any and all investment property, and to
      deliver all such payments and liquidation proceeds to Lender. Any such
      control agreement shall contain such authorizations as are necessary to
      place Lender in "control" of such investment collateral, as contemplated
      under the provisions of the Uniform Commercial Code, and shall fully
      authorize Lender to issue "entitlement orders" concerning the transfer,
      redemption, liquidation or disposition of investment collateral, in
      conformance with the provisions of the Uniform Commercial Code.

      FORECLOSURE. Maintain a judicial suit for foreclosure and sale of the
      Collateral.

      TRANSFER TITLE. Effect transfer of title upon sale of all or part of the
      Collateral. For this purpose, Grantor irrevocably appoints Lender as
      Grantor's attorney-in-fact to execute endorsements, assignments and
      instruments in the name of Grantor and each of them (if more than one) as
      shall be necessary or reasonable.

      OTHER RIGHTS AND REMEDIES. Have and exercise any or all of the rights and
      remedies of a secured creditor under the provisions of the Uniform
      Commercial Code, at law, in equity, or otherwise.

      APPLICATION OF PROCEEDS. Apply any cash which is part of the Collateral,
      or which is received from the collection or sale of the Collateral, to
      reimbursement of any expenses, including any costs for registration of
      securities, commissions incurred in connection with a sale, attorneys'
      fees and court costs, whether or not there is a lawsuit and including any
      fees on appeal, incurred by Lender in connection with the collection and
      sale of such Collateral and to the payment of the Indebtedness of Grantor
      to Lender, with any excess funds to be paid to Grantor as the interests of
      Grantor may appear. Grantor agrees, to the extent permitted by law, to pay
      any deficiency after application of the proceeds of the Collateral to the
      Indebtedness.

      ELECTION OF REMEDIES. Except as may be prohibited by applicable law, all
      of Lender's rights and remedies, whether evidenced by this Agreement, the
      Related Documents, or by any other writing, shall be cumulative and may be
      exercised singularly or concurrently. Election by Lender to pursue any
      remedy shall not exclude pursuit of any other remedy, and an election to
      make expenditures or to take action to perform an obligation of Grantor
      under this Agreement, after Grantor's failure to perform, shall not affect
      Lender's right to declare a default and exercise its remedies.

ADDITIONAL EVENT OF DEFAULT. In addition to the above DEFAULT provisions, the
following shall constitute an Event of Default under this Agreement:

      INSUFFICIENT MARKET VALUE OF SECURITIES.

      The Indebtedness to market value of Collateral percentage exceeds 50%; and
      the event of a deterioration of the market value of the Collateral,
      Grantor does not, by the close of business on the next business day after
      Grantor has received notice from Lender of such deterioration, either (1)
      reduce the amount of the Indebtedness as required by Lender or (2) pledge
      or grant an additional security interest to increase the value of the
      Collateral as required by Lender.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Agreement:

      AMENDMENTS. This Agreement, together with any Related Documents,
      constitutes the entire understanding and agreement of the parties as to
      the matters set forth in this Agreement. No alteration of or amendment to
      this Agreement shall be effective unless given in writing and signed by
      the party or parties sought to be charged or bound by the alteration or
      amendment.

      ATTORNEYS' FEES; EXPENSES. Grantor agrees to pay upon demand all of
      Lender's costs and expenses, including Lender's attorneys' fees and
      Lender's legal expenses, incurred in connection with the enforcement of
      this Agreement. Lender may hire or pay someone else to help enforce this
      Agreement, and Grantor shall pay the costs and expenses of such
      enforcement. Costs and expenses include Lender's attorneys' fees and legal
      expenses whether or not there is a lawsuit, including attorneys' fees and
      legal expenses for bankruptcy proceedings (including efforts to modify or
      vacate any automatic stay or injunction), appeals, and any anticipated
      post-judgment collection services. Grantor also shall pay all court costs
      and such additional fees as may be directed by the court.

      CAPTION HEADINGS. Caption headings in this Agreement are for convenience
      purposes only and are not to be used to interpret or define the provisions
      of this Agreement.

      GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED
      IN ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF WASHINGTON.
      THIS AGREEMENT HAS BEEN ACCEPTED BY LENDER IN THE STATE OF WASHINGTON.

      NO WAIVER BY LENDER. Lender shall not be deemed to have waived any rights
      under this Agreement unless such waiver is given in writing and signed by
      Lender. No delay or omission on the part of Lender in exercising any right
      shall operate as a waiver of such right or any other right. A waiver by
      Lender of a provision of this Agreement shall not prejudice or constitute
      a waiver of Lender's right otherwise to demand strict compliance with that
      provision or any other provision of this Agreement. No prior waiver by
      Lender, nor any course of dealing between Lender and Grantor, shall
      constitute a waiver of any of Lender's rights or of any of Grantor's
      obligations as to any future transactions. Whenever the consent of Lender
      is required under this Agreement, the granting of such consent by Lender
      in any instance shall not constitute continuing consent to subsequent
      instances where such consent is required and in all cases such consent may
      be granted or withheld in the sole discretion of Lender.

      PREFERENCE PAYMENTS. Any monies Lender pays because of an asserted
      preference claim in Grantor's bankruptcy will become a part of the
      Indebtedness and, at Lender's option, shall be payable by Grantor as
      provided in this Agreement.

<PAGE>

                                                                          PAGE 5

                           COMMERCIAL PLEDGE AGREEMENT
LOAN NO: 11001                      (CONTINUED)

      NOTICES. Subject to applicable law, and except for notice required or
      allowed by law to be given in another manner, any notice required to be
      given under this Agreement shall be given in writing, and shall be
      effective when actually delivered, when actually received by telefacsimile
      (unless otherwise required by law), when deposited with a nationally
      recognized overnight courier, or, if mailed, when deposited in the United
      States mail, as first class, certified or registered mail postage prepaid,
      directed to the addresses shown near the beginning of this Agreement. Any
      party may change its address for notices under this Agreement by giving
      formal written notice to the other parties, specifying that the purpose of
      the notice is to change the party's address. For notice purposes, Grantor
      agrees to keep Lender informed at all times of Grantor's current address.
      Subject to applicable law, and except for notice required or allowed by
      law to be given in another manner, if there is more than one Grantor, any
      notice given by Lender to any Grantor is deemed to be notice given to all
      Grantors.

      WAIVER OF CO-OBLIGOR'S RIGHTS. If more than one person is obligated for
      the Indebtedness, Grantor irrevocably waives, disclaims and relinquishes
      all claims against such other person which Grantor has or would otherwise
      have by virtue of payment of the Indebtedness or any part thereof,
      specifically including but not limited to all rights of indemnity,
      contribution or exoneration.

      SEVERABILITY. If a court of competent jurisdiction finds any provision of
      this Agreement to be illegal, invalid, or unenforceable as to any
      circumstance, that finding shall not make the offending provision illegal,
      invalid, or unenforceable as to any other circumstance. If feasible, the
      offending provision shall be considered modified so that it becomes legal,
      valid and enforceable. If the offending provision cannot be so modified,
      it shall be considered deleted from this Agreement. Unless otherwise
      required by law, the illegality, invalidity, or unenforceability of any
      provision of this Agreement shall not affect the legality, validity or
      enforceability of any other provision of this Agreement.

      SUCCESSORS AND ASSIGNS. Subject to any limitations stated in this
      Agreement on transfer of Grantor's interest, this Agreement shall be
      binding upon and inure to the benefit of the parties, their successors and
      assigns. If ownership of the Collateral becomes vested in a person other
      than Grantor, Lender, without notice to Grantor, may deal with Grantor's
      successors with reference to this Agreement and the Indebtedness by way of
      forbearance or extension without releasing Grantor from the obligations of
      this Agreement or liability under the Indebtedness.

      TIME IS OF THE ESSENCE. Time is of the essence in the performance of this
      Agreement.

      WAIVE JURY. ALL PARTIES TO THIS AGREEMENT HEREBY WAIVE THE RIGHT TO ANY
      JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY ANY PARTY
      AGAINST ANY OTHER PARTY.

DEFINITIONS. The following capitalized words and terms shall have the following
meanings when used in this Agreement. Unless specifically stated to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the plural, and the plural shall include the singular, as the context may
require. Words and terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code:

      AGREEMENT. The word "Agreement" means this Commercial Pledge Agreement, as
      this Commercial Pledge Agreement may be amended or modified from time to
      time, together with all exhibits and schedules attached to this Commercial
      Pledge Agreement from time to time.

      BORROWER. The word "Borrower" means EvergreenBancorp, Inc. and includes
      all co-signers and co-makers signing the Note.

      COLLATERAL. The word "Collateral" means all of Grantor's right, title and
      interest in and to all the Collateral as described in the Collateral
      Description section of this Agreement.

      DEFAULT. The word "Default" means the Default set forth in this Agreement
      in the section titled "Default".

      EVENT OF DEFAULT. The words "Event of Default" mean any of the events of
      default set forth in this Agreement in the default section of this
      Agreement.

      GRANTOR. The word "Grantor" means EvergreenBancorp, Inc..

      GUARANTY. The word "Guaranty" means the guaranty from guarantor, endorser,
      surety, or accommodation party to Lender, including without limitation a
      guaranty of all or part of the Note.

      INCOME AND PROCEEDS. The words "Income and Proceeds" mean all present and
      future income, proceeds, earnings, increases, and substitutions from or
      for the Collateral of every kind and nature, including without limitation
      all payments, interest, profits, distributions, benefits, rights, options,
      warrants, dividends, stock dividends, stock splits, stock rights,
      regulatory dividends, subscriptions, monies, claims for money due and to
      become due, proceeds of any insurance on the Collateral, shares of stock
      of different par value or no par value issued in substitution or exchange
      for shares included in the Collateral, and all other property Grantor is
      entitled to receive on account of such Collateral, including accounts,
      documents, instruments, chattel paper, investment property, and general
      intangibles.

      INDEBTEDNESS. The word "Indebtedness" means the indebtedness evidenced by
      the Note or Related Documents, including all principal and interest
      together with all other indebtedness and costs and expenses for which
      Grantor is responsible under this Agreement or under any of the Related
      Documents.

      LENDER. The word "Lender" means KeyBank National Association, its
      successors and assigns.

      NOTE. The word "Note" means the Note executed by EvergreenBancorp, Inc. in
      the principal amount of $5,000,000.00 dated January 26, 2005, together
      with all renewals of, extensions of, modifications of, refinancings of,
      consolidations of, and substitutions for the note or credit agreement.

      OBLIGOR. The word "Obligor" means without limitation any and all persons
      obligated to pay money or to perform some other act under the Collateral.

      PROPERTY. The word "Property" means all of Grantor's right, title and
      interest in and to all the Property as described in the "Collateral
      Description" section of this Agreement.

      RELATED DOCUMENTS. The words "Related Documents" mean all promissory
      notes, credit agreements, loan agreements, environmental agreements,
      guaranties, security agreements, mortgages, deeds of trust, security
      deeds, collateral mortgages, and all other instruments, agreements and
      documents, whether now or hereafter existing, executed in connection with
      the Indebtedness.

GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL PLEDGE
AGREEMENT AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED JANUARY 26, 2005.

<PAGE>

                                                                          PAGE 6

                           COMMERCIAL PLEDGE AGREEMENT
LOAN NO: 11001                      (CONTINUED)

GRANTOR:

EVERGREENBANCORP, INC.

<TABLE>
<S>                                                     <C>
BY: Gerald O. Hatler                                     BY: /s/ William G. Filer II
    ________________________________________________         ___________________________________________________
    GERALD O. HATLER, PRESIDENT OF EVERGREENBANCORP,         WILLIAM G. FILER II, CHIEF FINANCIAL OFFICER OF
    INC.                                                     EVERGREENBANCORP, INC.
</TABLE>

================================================================================
  LASER PRO Lending, Ver. 5.24.10.002 Copr. Harland Financial Solutions, Inc.
   1997, 2005. All Rights Reserved - WA N:\Lpro\CFI\LPL\E60.PC TR-83742 PR-3
<PAGE>

                                                 F.R. U-1
                                                 O.M.B. No. 7100-0115
                                                 Approval expires April 30, 2005

                BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM

     STATEMENT OF PURPOSE FOR AN EXTENSION OF CREDIT SECURED BY MARGIN STOCK
                           (FEDERAL RESERVE FORM U-1)

                          KEYBANK NATIONAL ASSOCIATION
                          ----------------------------
                                  Name of Bank

This report is required by law (15 U.S.C. 78g and 78w; 12 CFR 221).

The Federal Reserve may not conduct or sponsor, and an organization (or a
person) is not required to respond to, a collection of information unless it
displays a currently valid OMB control number.

Public reporting burden for this collection of information is estimated to
average 10 minutes per response, including the time to gather and maintain data
in the required form and to review instructions and complete the information
collection. Send comments regarding this burden estimate, including suggestions
for reducing this burden, to Secretary, Board of Governors of the Federal
Reserve System, 20th and C Streets, N.W., Washington, D.C. 20551; and to the
Office of Management and Budget, Paperwork Reduction Project (7100-0115),
Washington, D.C. 20503.

INSTRUCTIONS

1. This form must be completed when a bank extends credit in excess of $100,000
secured directly or indirectly, in whole or in part, by any margin stock.

2. The term "margin stock" is defined in Regulation U (12 CFR 221) and includes,
principally: (1) stocks that are registered on a national securities exchange;
(2) debt securities (bonds) that are convertible into margin stocks; (3) any
over-the-counter security designated as qualified for trading in the National
Market System under a designation plan approved by the Securities and Exchange
Commission (NMS security); and (4) shares of most mutual funds, unless 95
percent of the assets of the fund are continuously invested in U.S. government,
agency, state, or municipal obligations.

3. Please print or type (if space is inadequate, attach separate sheet).

PART I To be completed by borrower(s)

1. What is the amount of the credit being extended? ____________________________

2. Will any part of this credit be used to purchase or carry margin stock?
[ ] Yes [ ] No

If the answer is "no", describe the specific purpose of the credit. ____________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

I (We) have read this form and certify that to the best of my (our) knowledge
and belief the information given is true, accurate, and complete, and that the
margin stock and any other securities collateralizing this credit are authentic,
genuine, unaltered, and not stolen, forged, or counterfeit.

Signed:                                     Signed:

/s/ Gerald O. Hatler      4/1/05            /s/ William G. Filer II     4/1/05
_________________________________           ___________________________________
Borrower's Signature         Date           Borrower's Signature          Date

Gerald O. Hatler                            William G. Filer II
_________________________________           ___________________________________
Print or Type Name                          Print or Type Name

                    This form should not be signed if blank.

    A BORROWER WHO FALSELY CERTIFIES THE PURPOSE OF A CREDIT ON THIS FORM OR
OTHERWISE WILLFULLY OR INTENTIONALLY EVADES THE PROVISIONS OF REGULATION U WILL
  ALSO VIOLATE FEDERAL RESERVE REGULATION X, "BORROWERS OF SECURITIES CREDIT."

<PAGE>

                                                                     F.R. U-1
                                                                     PAGE 2 OF 2

PART II To be completed by bank only if the purpose of the credit is to purchase
or carry margin securities (Part I (2) answered "yes")

1. List the margin stock securing this credit; do not include debt securities
convertible into margin stock. The maximum loan value of margin stock is 50
percent of its current market value under the current Supplement to Regulation
U.

<TABLE>
<CAPTION>
                                         Date and source
No. of                  Market price       of valuation           Total market
shares      Issue        per share       (See note below)        value per issue
------      -----        ----------      ----------------        ---------------
<S>         <C>          <C>             <C>                     <C>
</TABLE>

2. List the debt securities convertible into margin stock securing this credit.
The maximum loan value of such debt securities is 50 percent of the current
market value under the current Supplement to Regulation U.

<TABLE>
<CAPTION>
                                                  Date and source
Principal                                         of valuation          Total market
 amount         Issue          Market price     (See note below)       value per issue
 ------         -----          ------------     ----------------       ---------------
<S>             <C>            <C>              <C>                    <C>
</TABLE>

3. List other collateral including nonmargin stock securing this credit.

<TABLE>
<CAPTION>
                                         Date and source
                                          of valuation           Good faith
Describe briefly      Market price      (See note below)         loan value
----------------      ------------      ----------------         ----------
<S>                   <C>               <C>                      <C>
</TABLE>

Note: Bank need not complete "Date and source of valuation" if the market value
was obtained from regularly published information in a journal of general
circulation or automated quotation system.

PART III To be signed by a bank officer in all instances

I am a duly authorized representative of the bank and understand that this
credit secured by margin stock may be subject to the credit restrictions of
Regulation U. I have read this form and any attachments, and I have accepted the
customer's statement in Part I in good faith as required by Regulation U*; and I
certify that to the best of my knowledge and belief, all the information given
is true, accurate, and complete. I also certify that if any securities that
directly secure the credit are not or will not be registered in the name of the
borrower or its nominee, I have or will cause to have examined the written
consent of the registered owner to pledge such securities. I further certify
that any securities that have been or will be physically delivered to the bank
in connection with this credit have been or will be examined, that all
validation procedures required by bank policy and the Securities Exchange Act of
1934 (section 17 (f), as amended) have been or will be performed, and that I am
satisfied to the best of my knowledge and belief that such securities are
genuine and not stolen or forged and their faces have not been altered.

                                          Signed:

         4/7/05                           /s/ Cortland D. Rounds
__________________________________        _________________________________
Date                                      Bank officer's signature

     VP/RM                                   Cortland D. Rounds
__________________________________        _________________________________
Title                                     Print or type name

----------
* To accept the customer's statement in good faith, the officer of the bank must
be alert to the circumstances surrounding the credit and, if in possession of
any information that would cause a prudent person not to accept the statement
without inquiry, must have investigated and be satisfied that the statement is
truthful. Among the facts which would require such investigation are receipt of
the statement through the mail or from a third party.

  THIS FORM MUST BE RETAINED BY THE LENDER FOR THREE YEARS AFTER THE CREDIT IS
                                 EXTINGUISHED.

<PAGE>

                                   [BAR CODE]

                          *31311385163500000110010E80*

              IRREVOCABLE STOCK OR BOND POWER OR ENTITLEMENT ORDER

FOR VALUE RECEIVED, the undersigned hereby sell, assign and transfer to ________
________________________________________________________________________________

Please insert Social Security
or Taxpayer I.D. Number       [              ]

FOR STOCKS, COMPLETE THIS PORTION: ___________________ share(s) of the
_______________ stock of ___________________________________________
________________________________________________________________________________
represented by Certificate No. ____________________ ________________________,
standing in the name of the undersigned on the books of the Company.

FOR BONDS, COMPLETE THIS PORTION: ___________________________ bond(s) of
_____________________________________________________________ in the principal
amount of $____________________, No. ________________________________________,
standing in the name of the undersigned on the books of said Company.

FOR OTHER INVESTMENT COLLATERAL, COMPLETE THIS PORTION:

Account No. ___________, of ____________________________________________________
                           (NAME AND ADDRESS OF INTERMEDIARY OR ISSUER)

______________________, including all investment Collateral in the account and
free credit balances.

The undersigned hereby irrevocably constitute and appoint _____________________
attorney to transfer the above stock or bond or other investment Collateral, as
the case may be, on the books of said Company, with full power of substitution
in the premises.

DATED ________________________

SIGNATURE(S) GUARANTEED BY:

 SIGNATURE _________________________          SIGNATURE ________________________

                           IMPORTANT - READ CAREFULLY

 The signature(s) must correspond with the name(s) as written upon the face of
the certificate or bond in every particular without alteration or enlargement or
 any change whatever, and must be guaranteed by a bank or registered securities
                                    dealer.

================================================================================
  LASER PRO Lending, Ver. 5.24.10.002 Copr. Harland Financial Solutions, Inc.
   1997, 2005. All Rights Reserved - WA N:\Lpro\CFI\LPL\E80.PC TR-83742 PR-3
<PAGE>

                                   [BAR CODE]

                          *31311385163500000110010C10*

                CORPORATE RESOLUTION TO BORROW / GRANT COLLATERAL

<TABLE>
<CAPTION>
   PRINCIPAL         LOAN DATE      MATURITY     LOAN NO    CALL/COLL     ACCOUNT        OFFICER
$ 5,000,000.00      01-26-2005     02-01-2006     11001      402/511    N3113851635       CDROD    INITIALS
--------------      ----------     ----------    --------   ---------   -----------      -------   --------
<S>                 <C>            <C>           <C>        <C>         <C>              <C>       <C>
</TABLE>

  References in the shaded area are for Lender's use only and do not limit the
 applicability of this document to any particular loan or item. Any item above
       containing "***" has been omitted due to text length limitations.

CORPORATION: EVERGREENBANCORP, INC.   LENDER: KEYBANK NATIONAL ASSOCIATION
             301 EASTLAKE AVENUE              WA-CB-TACOMA CORRESPONDENT BANKING
             EAST SEATTLE, WA 98109           1101 PACIFIC AVE.
                                              1ST FLOOR
                                              TACOMA, WA  98402

WE, THE UNDERSIGNED, DO HEREBY CERTIFY THAT:

THE CORPORATION'S EXISTENCE. The complete and correct name of the Corporation is
EvergreenBancorp, Inc. ("Corporation"). The Corporation is a corporation for
profit which is, and at all times shall be, duly organized, validly existing,
and in good standing under and by virtue of the laws of the State of Washington.
The Corporation has the full power and authority to own its properties and to
transact the business in which it is presently engaged or presently proposes to
engage. The Corporation maintains an office at 301 Eastlake Avenue East,
Seattle, WA 98109. Unless the Corporation has designated otherwise in writing,
the principal office is the office at which the Corporation keeps its books and
records. The Corporation will notify Lender prior to any change in the location
of The Corporation's state of organization or any change in The Corporation's
name. The Corporation shall do all things necessary to preserve and to keep in
full force and effect its existence, rights and privileges, and shall comply
with all regulations, rules, ordinances, statutes, orders and decrees of any
governmental or quasi-governmental authority or court applicable to the
Corporation and The Corporation's business activities.

RESOLUTIONS ADOPTED. At a meeting of the Directors of the Corporation, or if the
Corporation is a close corporation having no Board of Directors then at a
meeting of the Corporation's shareholders, duly called and held on JANUARY 26,
2005, at which a quorum was present and voting, or by other duly authorized
action in lieu of a meeting, the resolutions set forth in this Resolution were
adopted.

OFFICERS. The following named persons are officers of EvergreenBancorp, Inc.:

<TABLE>
<CAPTION>
NAMES                               TITLES             AUTHORIZED                 ACTUAL SIGNATURES
-----                               ------             ----------                 -----------------
<S>                           <C>                      <C>                  <C>
GERALD O. HATLER              PRESIDENT                    Y                X  /s/ Gerald O. Hatler
                                                                             _______________________________

WILLIAM G. FILER II           CHIEF FINANCIAL OFFICER      Y                X  /s/ William G. Filer II
                                                                             _______________________________
</TABLE>

ACTIONS AUTHORIZED. Any two (2) of the authorized persons listed above may enter
into any agreements of any nature with Lender, and those agreements will bind
the Corporation. Specifically, but without limitation, any two (2) of such
authorized persons are authorized, empowered, and directed to do the following
for and on behalf of the Corporation:

      BORROW MONEY. To borrow, as a cosigner or otherwise, from time to time
      from Lender, on such terms as may be agreed upon between the Corporation
      and Lender, such sum or sums of money as in their judgment should be
      borrowed, without limitation.

      EXECUTE NOTES. To execute and deliver to Lender the promissory note or
      notes, or other evidence of the Corporation's credit accommodations, on
      Lender's forms, at such rates of interest and on such terms as may be
      agreed upon, evidencing the sums of money so borrowed or any of the
      Corporation's indebtedness to Lender, and also to execute and deliver to
      Lender one or more renewals, extensions, modifications, refinancings,
      consolidations, or substitutions for one or more of the notes, any portion
      of the notes, or any other evidence of credit accommodations.

      GRANT SECURITY. To mortgage, pledge, transfer, endorse, hypothecate, or
      otherwise encumber and deliver to Lender any property now or hereafter
      belonging to the Corporation or in which the Corporation now or hereafter
      may have an interest, including without limitation all of the
      Corporation's real property and all of the Corporation's personal property
      (tangible or intangible), as security for the payment of any loans or
      credit accommodations so obtained, any promissory notes so executed
      (including any amendments to or modifications, renewals, and extensions of
      such promissory notes), or any other or further indebtedness of the
      Corporation to Lender at any time owing, however the same may be
      evidenced. Such property may be mortgaged, pledged, transferred, endorsed,
      hypothecated or encumbered at the time such loans are obtained or such
      indebtedness is incurred, or at any other time or times, and may be either
      in addition to or in lieu of any property theretofore mortgaged, pledged,
      transferred, endorsed, hypothecated or encumbered.

      EXECUTE SECURITY DOCUMENTS. To execute and deliver to Lender the forms of
      mortgage, deed of trust, pledge agreement, hypothecation agreement, and
      other security agreements and financing statements which Lender may
      require and which shall evidence the terms and conditions under and
      pursuant to which such liens and encumbrances, or any of them, are given;
      and also to execute and deliver to Lender any other written instruments,
      any chattel paper, or any other collateral, of any kind or nature, which
      Lender may deem necessary or proper in connection with or pertaining to
      the giving of the liens and encumbrances. Notwithstanding the foregoing,
      any one of the above authorized persons may execute, deliver, or record
      financing statements.

      NEGOTIATE ITEMS. To draw, endorse, and discount with Lender all drafts,
      trade acceptances, promissory notes, or other evidences of indebtedness
      payable to or belonging to the Corporation or in which the Corporation may
      have an interest, and either to receive cash for the same or to cause such
      proceeds to be credited to the Corporation's account with Lender, or to
      cause such other disposition of the proceeds derived therefrom as they may
      deem advisable.

      FURTHER ACTS. In the case of lines of credit, to designate additional or
      alternate individuals as being authorized to request advances under such
      lines, and in all cases, to do and perform such other acts and things, to
      pay any and all fees and costs, and to execute and deliver such other
      documents and agreements, INCLUDING AGREEMENTS WAIVING THE RIGHT TO A
      TRIAL BY JURY, as the officers may in their discretion deem reasonably
      necessary or proper in order to carry into effect the provisions of this
      Resolution. The following persons currently are authorized to request
      advances and authorize payments under the line of credit until Lender
      receives from the Corporation, at Lender's address shown above, written
      notice of revocation of their authority: GERALD O. HATLER, PRESIDENT OF
      EVERGREENBANCORP, INC.; AND WILLIAM G. FILER II, CHIEF FINANCIAL OFFICER
      OF EVERGREENBANCORP, INC.

<PAGE>

               CORPORATE RESOLUTION TO BORROW / GRANT COLLATERAL

LOAN NO: 11001                  (CONTINUED)                               PAGE 2

ASSUMED BUSINESS NAMES. The Corporation has filed or recorded all documents or
filings required by law relating to all assumed business names used by the
Corporation. Excluding the name of the Corporation, the following is a complete
list of all assumed business names under which the Corporation does business:
NONE.

NOTICES TO LENDER. The Corporation will promptly notify Lender in writing at
Lender's address shown above (or such other addresses as Lender may designate
from time to time) prior to any (A) change in the Corporation's name; (B) change
in the Corporation's assumed business name(s); (C) change in the management of
the Corporation; (D) change in the authorized signer(s); (E) change in the
Corporation's principal office address; (F) change in the Corporation's state of
organization; (G) conversion of the Corporation to a new or different type of
business entity; or (H) change in any other aspect of the Corporation that
directly or indirectly relates to any agreements between the Corporation and
Lender. No change in the Corporation's name or state of organization will take
effect until after Lender has received notice.

CERTIFICATION CONCERNING OFFICERS AND RESOLUTIONS. The officers named above are
duly elected, appointed, or employed by or for the Corporation, as the case may
be, and occupy the positions set opposite their respective names. This
Resolution now stands of record on the books of the Corporation, is in full
force and effect, and has not been modified or revoked in any manner whatsoever.

NO CORPORATE SEAL. The Corporation has no corporate seal, and therefore, no seal
is affixed to this Resolution.

CONTINUING VALIDITY. Any and all acts authorized pursuant to this Resolution and
performed prior to the passage of this Resolution are hereby ratified and
approved. This Resolution shall be continuing, shall remain in full force and
effect and Lender may rely on it until written notice of its revocation shall
have been delivered to and received by Lender at Lender's address shown above
(or such addresses as Lender may designate from time to time). Any such notice
shall not affect any of the Corporation's agreements or commitments in effect at
the time notice is given.

IN TESTIMONY WHEREOF, WE HAVE HEREUNTO SET OUR HAND AND ATTEST THAT THE
SIGNATURES SET OPPOSITE THE NAMES LISTED ABOVE ARE THEIR GENUINE SIGNATURES.

WE EACH HAVE READ ALL THE PROVISIONS OF THIS RESOLUTION, AND WE EACH PERSONALLY
AND ON BEHALF OF THE CORPORATION CERTIFY THAT ALL STATEMENTS AND REPRESENTATIONS
MADE IN THIS RESOLUTION ARE TRUE AND CORRECT. THIS CORPORATE RESOLUTION TO
BORROW / GRANT COLLATERAL IS DATED JANUARY 26, 2005.

                                CERTIFIED TO AND ATTESTED BY:

                                BY:  /s/ Denice M. Town
                                   ____________________________________________
                                   AUTHORIZED SIGNER FOR EVERGREENBANCORP, INC.

                                BY:  /s/ Stan W. McNaughton
                                   ____________________________________________
                                   AUTHORIZED SIGNER FOR EVERGREENBANCORP, INC.

NOTE: If the officers signing this Resolution are designated by the foregoing
document as one of the officers authorized to act on the Corporation's behalf,
it is advisable to have this Resolution signed by at least one non-authorized
officer of the Corporation.

================================================================================
  LASER PRO Lending, Ver. 5.24.10.002 Copr. Harland Financial Solutions, Inc.
   1997, 2005. All Rights Reserved - WA N:\Lpro\CFI\LPL\C10.PC TR-83742 PR-3
<PAGE>

                                                              NUMBER: __________

                                   [BAR CODE]

                          *31311385163500000110010G50*

                               COLLATERAL RECEIPT

<TABLE>
<CAPTION>
  PRINCIPAL        LOAN DATE        MATURITY      LOAN NO    CALL/COLL      ACCOUNT      OFFICER
$5,000,000,00      01-26-2005      02-01-2006      11001      402/511     N3113851635     CDROD    INITIALS
-------------      ----------      ----------      -----      -------     -----------     -----    --------
<S>                <C>             <C>             <C>       <C>          <C>            <C>       <C>
</TABLE>

  References in the shaded area are for Lender's use only and do not limit the
 applicability of this document to any particular loan or item. Any item above
       containing "***" has been omitted due to text length limitations.

GRANTOR: EVERGREENBANCORP, INC.     LENDER: KEYBANK NATIONAL ASSOCIATION
         301 EASTLAKE AVENUE EAST           WA-CB-TACOMA CORRESPONDENT BANKING
         SEATTLE, WA 98109                  1101 PACIFIC AVE.
                                            1ST FLOOR
                                            TACOMA, WA 98402

<TABLE>
<CAPTION>
                                                         CUSTODY CONTROL
            DESCRIPTION OF COLLATERAL                      SIGNATURES      DATE RELEASED
            -------------------------                      ----------      -------------
<S>                                                      <C>               <C>
622,762 Shares of Evergreen Bank Stock, issued in the
name of EvergreenBancorp, Inc., issued on June 20,
2001, Cusip No. 300186103
</TABLE>

<TABLE>
<S>                                        <C>                                      <C>
INITIAL DELIVERY ACKNOWLEDGEMENTS:         RETURN RECEIPT ACKNOWLEDGEMENT:          INSTRUCTIONS FOR RETURNING COLLATERAL AND
                                                                                    DISPOSITION OF COUPONS:__________________


GRANTOR: /s/ Gerald O. Hatler              GRANTOR ACKNOWLEDGES THE RECEIPT OF ALL
         /s/ William G. Filer II           COLLATERAL, INCLUDING ALL UNMATURED      _________________________________________
         ________________________________  COUPONS, IF ANY.
              (Grantor's Signature)

KEYBANK NATIONAL ASSOCIATION                                                        _________________________________________


BY: /s/ Cortland D. Rounds                  x
   _____________________________________    _____________________________________   _________________________________________
          (Authorized Officer)                       (Grantor's Signature)
</TABLE>

================================================================================
  LASER PRO Lending. Ver. 5.24.10.002 Copr. Harland Financial Solutions, Inc.
   1997, 2005. All Rights Reserved. - WA N:\Lpro\CFI\LPL\G50.PC TR-83742 PR-3
<PAGE>

                                   [BAR CODE]

                          *31311385163500000110010I20*

                     DISBURSEMENT REQUEST AND AUTHORIZATION

<TABLE>
<CAPTION>
  PRINCIPAL        LOAN DATE        MATURITY       LOAN NO     CALL/COLL      ACCOUNT      OFFICER
$5,000,000.00     01-26-2005       02-01-2006       11001       402/511     N3113851635     CDROM       INITIALS
-------------     ----------       ----------       -----       -------     -----------     -----       --------
<S>               <C>              <C>             <C>         <C>          <C>            <C>          <C>
</TABLE>

    References in the shaded area are for Lender's use only and do not limit
     the applicability of this document to any particular loan or item. Any
         item above containing "***" has been omitted due to text length
                                  limitations.

BORROWER: EVERGREENBANCORP, INC.     LENDER: KEYBANK NATIONAL ASSOCIATION
          301 EASTLAKE AVENUE EAST           WA-CB-TACOMA CORRESPONDENT BANKING
          SEATTLE, WA 98109                  1101 PACIFIC AVE.
                                             1ST FLOOR
                                             TACOMA, WA 98402

LOAN TYPE. This is a Variable Rate Nondisclosable Revolving Line of Credit Loan
to a Corporation for $5,000,000.00 due on February 1, 2006. The reference rate
(Prime Rate announced by Lender, currently 5.250%) is added to the margin of
-0.500%, resulting in an initial rate of 4.750.

PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for:

      [ ]   PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES OR PERSONAL INVESTMENT.

      [X]   BUSINESS (INCLUDING REAL ESTATE INVESTMENT).

SPECIFIC PURPOSE. The specific purpose of this loan is: Working Capital.

DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds will be
disbursed until all of Lender's conditions for making the loan have been
satisfied. Please disburse the loan proceeds of $5,000,000.00 as follows:

<TABLE>
<S>                                                         <C>
UNDISBURSED FUNDS:                                          $5,000,000.00
                                                            -------------
NOTE PRINCIPAL:                                             $5,000,000.00
</TABLE>

CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the
following charges:

<TABLE>
<S>                                                         <C>
PREPAID FINANCE CHARGES PAID IN CASH:                       $     0.00
OTHER CHARGES PAID IN CASH:                                 $12,500.00
   $12,500.00 LOAN ORIGINATION FEE
                                                            ----------
TOTAL CHARGES PAID IN CASH:                                 $12,500.00
</TABLE>

FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND
WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND
THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S FINANCIAL CONDITION
AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS
AUTHORIZATION IS DATED JANUARY 26, 2005.

BORROWER:

EVERGREENBANCORP, INC.

BY: /s/ Gerald O. Hatler               BY:  /s/ William G. Filer II
   _____________________________           ____________________________________
   GERALD O.HATLER, PRESIDENT OF           WILLIAM G. FILER II, CHIEF FINANCIAL
   EVERGREENBANCORP, INC.                  OFFICER OF EVERGREENBANCORP, INC.

================================================================================
  LASER PRO Lending. Ver. 5.24.10.002 Copr. Harland Financial Solutions, Inc.
   1997, 2005. All Rights Reserved. - WA N:\Lpro\CFI\LPL\I20.PC TR-83742 PR-3
<PAGE>

             COMMERCIAL TELEPHONE ADVANCE/PAYDOWN AUTHORIZATION FORM

<TABLE>
<CAPTION>
  PRINCIPAL       LOAN DATE        MATURITY     LOAN NO   CALL/COLL    ACCOUNT      OFFICER
$5,000,000.00     01-26-2005      02-01-2006     11001     402/511   N3113851635     CDROD    INITIALS
-------------     ----------      ----------    --------  ---------  -----------    -------   --------
<S>               <C>             <C>           <C>       <C>        <C>            <C>       <C>
</TABLE>

  References in the shaded area are for Lender's use only and do not limit the
 applicability of this document to any particular loan or item. Any item above
       containing "***" has been omitted due to text length limitations.

BORROWER: EVERGREENBANCORP, INC.     LENDER: KEYBANK NATIONAL ASSOCIATION
          301 EASTLAKE AVENUE EAST           WA-CB-TACOMA CORRESPONDENT BANKING
          SEATTLE, WA 98109                  1101 PACIFIC AVE.
                                             1ST FLOOR
                                             TACOMA, WA 98402

THIS COMMERCIAL TELEPHONE ADVANCE/PAYDOWN AUTHORIZATION FORM IS ATTACHED TO AND
BY THIS REFERENCE IS MADE A PART OF THE DISBURSEMENT REQUEST AND AUTHORIZATION,
DATED JANUARY 26, 2005, AND EXECUTED IN CONNECTION WITH A LOAN OR OTHER
FINANCIAL ACCOMMODATIONS BETWEEN KEYBANK NATIONAL ASSOCIATION AND
EVERGREENBANCORP, INC.

DATE: KEYCENTER/COMMERCIAL BANKING CENTER NAME:

BANK #:               PREPARED BY:              TELEPHONE #:

The undersigned Borrower ("Borrower") hereby authorizes KeyBank ("Bank") to
transfer funds between the accounts identified below pursuant to telephone
instructions from the Authorized Caller(s) listed below. Borrower warrants that
it is the owner of all checking accounts listed below and that all Authorized
Callers listed below are authorized to withdraw funds from such checking
accounts. Borrower agrees that it will be liable for all sums transferred
pursuant to this Authorization and that all transfers will also be subject to
the terms of the Promissory Note(s) evidencing the loan accounts referenced
below. Borrower agrees that Bank is not obligated to honor telephone
instructions made pursuant hereto if Borrower fails to maintain adequate funds
to cover requested transfers, and Bank shall not be liable for dishonor of
checks or other items due to insufficient funds caused by following the
instructions of Borrower hereunder. Borrower hereby releases the Bank from any
and all costs or damages which may arise out of any actions taken by Bank in
complying (or attempting to comply) with this authority until written
cancellation of this authority is received by the Bank.

Please select one of the choices for the Advance/Paydown authorization
information to reflect the following:

________Customer Declines Advance/Paydown Functionality

________Add           ____Change          ____Delete

<TABLE>
<S>                                           <C>
_______________________________________       _______________________________________
Authorized Caller (please print or type)      Authorized Caller (please print or type)

_______________________________________       ________________________________________
Authorized Caller (please print or type)      Authorized Caller (please print or type)

_______________________________________       ________________________________________
Authorized Caller (please print or type)      Authorized Caller (please print or type)
</TABLE>

List of Accounts Authorized for Advance/Paydown Transactions:

<TABLE>
<CAPTION>
Customer Number     Loan Number     Checking Account Number
<S>                 <C>             <C>

_______________     ___________     _______________________

                    ___________     _______________________

                    ___________     _______________________

                    ___________     _______________________
</TABLE>

                                    NEW LOANS
              Return To Loan Services With Completed Loan Documents

                     EXISTING LOANS/CREDIT LINE APPLICATIONS
                Please Fax Completed Form To Appropriate Region:
                       Northeast & Midwest - 800-539-2507
                   Rocky Mountain & Northwest - 800-574-0634.

<PAGE>

             COMMERCIAL TELEPHONE ADVANCE/PAYDOWN AUTHORIZATION FORM

LOAN NO: 11001                     (CONTINUED)                            PAGE 2

THIS COMMERCIAL TELEPHONE ADVANCE/PAYDOWN AUTHORIZATION FORM IS EXECUTED ON
JANUARY 26, 2005.

BORROWER:

EVERGREENBANCORP, INC.

BY: /s/ Gerald O. Hatler
    __________________________________________
    GERALD O. HATLER, PRESIDENT OF
    EVERGREENBANCORP, INC.

BY: /s/ William G. Filer II
    ________________________________________________
    WILLIAM G. FILER II, CHIEF FINANCIAL OFFICER
    OF EVERGREENBANCORP, INC.

================================================================================
  LASER PRO Lending. Ver. 5.24.10.002 Copr. Harland Financial Solutions, Inc.
   1997, 2005. All Rights Reserved. - WA N:\Lpro\CFI\LPL\I20.PC TR-83742 PR-3
<PAGE>

                                   [BAR CODE]

                          *31311385163500000110010I21*

                            NOTICE OF FINAL AGREEMENT

<TABLE>
<CAPTION>
  PRINCIPAL        LOAN DATE       MATURITY      LOAN NO      CALL/COLL       ACCOUNT      OFFICER
$5,000,000.00     01-269-2005     02-01-2006      11001        402/511      N3113851635     CDROD     INITIALS
-------------     -----------     ----------     -------      ---------     -----------    -------    --------
<S>               <C>             <C>            <C>          <C>           <C>            <C>        <C>
</TABLE>

  References in the shaded area are for Lender's use only and do not limit the
 applicability of this document to any particular loan or item. Any item above
       containing "***" has been omitted due to text length limitations.

BORROWER: EVERGREENBANCORP, INC.     LENDER: KEYBANK NATIONAL ASSOCIATION
          301 EASTLAKE AVENUE EAST           WA-CB-TACOMA CORRESPONDENT BANKING
          SEATTLE, WA 98109                  1101 PACIFIC AVE.
                                             1ST FLOOR
                                             TACOMA, WA 98402

ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR
FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

BY SIGNING THIS DOCUMENT EACH PARTY ACKNOWLEDGES RECEIPT OF THE ABOVE NOTICE. IN
ADDITION (AND NOT AS A LIMITATION ON THE LEGAL EFFECT OF THE NOTICE), BY SIGNING
THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (a) THE WRITTEN LOAN
AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES, (b) THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (c) THE WRITTEN LOAN
AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.

AS USED IN THIS NOTICE, THE FOLLOWING TERMS HAVE THE FOLLOWING MEANINGS:

      LOAN. The term "Loan" means the following described loan: a Variable Rate
      Nondisclosable Revolving Line of Credit Loan to a Corporation for
      $5,000,000.00 due on February 1, 2006.

      LOAN AGREEMENT. The term "Loan Agreement" means one or more promises,
      promissory notes, agreements, undertakings, security agreements, deeds of
      trust or other documents, or commitments, or any combination of those
      actions or documents, relating to the Loan.

      PARTIES. The term "Parties" means KeyBank National Association and any and
      all entities or individuals who are obligated to repay the loan or have
      pledged property as security for the Loan, including without limitation
      the following:

         BORROWER:   EVERGREENBANCORP, INC.
         GRANTOR(S): EVERGREENBANCORP, INC.

EACH PARTY WHO SIGNS BELOW, OTHER THAN KEYBANK NATIONAL ASSOCIATION,
ACKNOWLEDGES, REPRESENTS, AND WARRANTS TO KEYBANK NATIONAL ASSOCIATION THAT IT
HAS RECEIVED, READ AND UNDERSTOOD THIS NOTICE OF FINAL AGREEMENT. THIS NOTICE IS
DATED JANUARY 26, 2005.

BORROWER:

EVERGREENBANCORP, INC.

BY: /s/ Gerald O. Hatler              BY:  /s/ William G. Filer II
    ________________________________       ____________________________________
    GERALD O. HATLER, PRESIDENT OF         WILLIAM G. FILER II, CHIEF FINANCIAL
    EVERGREENBANCORP, INC.                 OFFICER OF EVERGREENBANCORP, INC.

LENDER:

KEYBANK NATIONAL ASSOCIATION

X /s/ Cortland D. Rounds
  ____________________________________________________
AUTHORIZED SIGNER

================================================================================
  LASER PRO Lending, Ver. 5.24.10.002 Copr. Harland Financial Solutions, Inc.
   1997, 2005. All Rights Reserved - WA N:\Lpro\CFI\LPL\I21.PC TR-83742 PR-3

<PAGE>

                                   [BAR CODE]

                          *31311385163500000110010I21*

                            NOTICE OF FINAL AGREEMENT

<TABLE>
<CAPTION>
  PRINCIPAL        LOAN DATE      MATURITY     LOAN NO   CALL/COLL     ACCOUNT     OFFICER
$5,000,000.00     01-26-2005     02-01-2006     11001     402/511    N3113851635    CDROD    INITIALS
-------------     ----------     ----------     -----     -------    -----------   -------   --------
<S>               <C>            <C>           <C>       <C>         <C>           <C>       <C>
</TABLE>

  References in the shaded area are for Lender's use only and do not limit the
 applicability of this document to any particular loan or item. Any item above
       containing "***" has been omitted due to text length limitations.

BORROWER: EVERGREENBANCORP, INC.      LENDER: KEYBANK NATIONAL ASSOCIATION
          3\01 EASTLAKE AVENUE EAST           WA-CB-TACOMA CORRESPONDENT BANKING
          SEATTLE, WA  98109                  1101 PACIFIC AVE.
                                              1ST FLOOR
                                              TACOMA, WA 98402

ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR
FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

BY SIGNING THIS DOCUMENT EACH PARTY ACKNOWLEDGES RECEIPT OF THE ABOVE NOTICE. IN
ADDITION (AND NOT AS A LIMITATION ON THE LEGAL EFFECT OF THE NOTICE), BY SIGNING
THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (a) THE WRITTEN LOAN
AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES, (b) THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (c) THE WRITTEN LOAN
AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.

AS USED IN THIS NOTICE, THE FOLLOWING TERMS HAVE THE FOLLOWING MEANINGS:

      LOAN. The term "Loan" means the following described loan: a Variable Rate
      Nondisclosable Revolving Line of Credit Loan to a Corporation for
      $5,000,000.00 due on February 1, 2006.

      LOAN AGREEMENT. The term "Loan Agreement" means one or more promises,
      promissory notes, agreements, undertakings, security agreements, deeds of
      trust or other documents, or commitments, or any combination of those
      actions or documents, relating to the Loan.

      PARTIES. The term "Parties" means KeyBank National Association and any and
      all entities or individuals who are obligated to repay the loan or have
      pledged property as security for the Loan, including without limitation
      the following:

           BORROWER:   EVERGREENBANCORP, INC.
           GRANTOR(S): EVERGREENBANCORP, INC.

EACH PARTY WHO SIGNS BELOW, OTHER THAN KEYBANK NATIONAL ASSOCIATION,
ACKNOWLEDGES, REPRESENTS, AND WARRANTS TO KEYBANK NATIONAL ASSOCIATION THAT IT
HAS RECEIVED, READ AND UNDERSTOOD THIS NOTICE OF FINAL AGREEMENT. THIS NOTICE IS
DATED JANUARY 26, 2005.

BORROWER:

EVERGREENBANCORP, INC.

BY: /s/ Gerald O. Hatler              BY:   /s/ William G. Filer II
    ______________________________          ____________________________________
    GERALD O. HATLER, PRESIDENT OF          WILLIAM G. FILER II, CHIEF FINANCIAL
    EVERGREENBANCORP, INC.                  OFFICER OF EVERGREENBANCORP, INC.

LENDER:

KEYBANK NATIONAL ASSOCIATION

X  /s/ Cortland D. Rounds
 _____________________________________________________
   AUTHORIZED SIGNER

================================================================================
  LASER PRO Lending, Ver. 5.24.10.002 Copr. Harland Financial Solutions, Inc.
   1997, 2005. All Rights Reserved - WA N:\Lpro\CFI\LPL\I21.PC TR-83742 PR-3
<PAGE>
                               FIRST MODIFICATION
                                       OF
                             BUSINESS LOAN AGREEMENT

      This First Modification of Business Loan Agreement ("Agreement") is made
as of January 26, 2005, by and between KeyBank National Association ("Lender")
and EvergreenBancorp, Inc. ("Borrower").

                                    RECITALS

      A. Borrower executed or will execute a promissory note made by Borrower in
favor of Lender in the original principal amount of $5,000,000.00 ("Note") and a
Business Loan Agreement ("Loan Agreement"), both dated January 26, 2005. All
terms not defined herein shall have the meanings given them in the Loan
Agreement.

      B. In consideration for Lender's agreement to make the Loan, Borrower has
agreed to comply with certain financial covenants and ratios.

      C. Borrower and Lender, therefore, agree to evidence Borrower's agreement
to comply with such financial covenants and ratios through this Agreement and to
modify the Loan Agreement as set forth below.

                                    AGREEMENT

      1. FINANCIAL COVENANTS AND RATIOS. Page 2 of the Loan Agreement shall be
modified to include a new Section entitled "Financial Covenants and Ratios,"
which shall read as follows:

      FINANCIAL COVENANTS AND RATIOS. Borrower shall comply with the following
      covenants and ratios:

      RISK BASED CAPITAL - BORROWER AND BANK. Borrower shall maintain, and shall
      further cause Evergreen Bank ("Bank") to maintain, Tier 1 Risk Based
      Capital at a sufficient level to meet the definition of "Well Capitalized"
      under the Tier 1 Capital Maintenance Regulations applicable to Borrower
      and Bank that have been adopted by the appropriate federal bank agency
      having authority over Borrower and Bank. "Well Capitalized" and "Tier 1
      Risk Based Capital" shall have definitions given them under the FDIC
      Capital Management Regulations, 12 CFR 325.1 et seq., as now in force or
      hereafter amended.

      LOAN LOSS RESERVE TO TOTAL NON-PERFORMING LOANS RATIO - BORROWER AND BANK.
      Borrower shall maintain, and shall further cause Bank to maintain, a ratio
      of Loan Loss Reserve to Total Non-Performing Loans of not less than 1.10,
      measured annually. "Loan Loss Reserve" shall mean valuation allowances on
      mortgage loans plus valuation allowances on non-mortgage loans, and "Total
      Non-Performing Loans" shall mean the total of all loans past due ninety
      (90) days or more and still accruing plus total non-accrual loans.


                                      - 1 -
<PAGE>
      RETURN ON AVERAGE ASSETS - BORROWER AND BANK. Borrower shall maintain, and
      shall further cause Bank to maintain, a ratio of Return on Average Assets
      of not less than .50%, measured annually. "Return on Average Assets" shall
      mean the income (loss) before extraordinary items and effects of
      accounting changes divided by the average total assets.

      TERM DEFINITIONS. Terms not otherwise defined in this Section 1 shall have
      the meanings customarily given them by the appropriate governmental
      agencies having authority over Borrower and its subsidiaries, including
      without limitation, Bank.

      2. FINANCIAL STATEMENTS. The subsection entitled "Financial Covenants" on
page 2 of the Loan Agreement shall be modified to include the following:

      "CALL REPORTS. No later than forty five (45) days after the end of each
      fiscal year, Borrower shall provide to Lender, and shall further cause
      Bank to provide to Lender, their respective quarterly call reports in a
      form satisfactory to Lender."

      3. NOTICE OF ORAL AGREEMENTS. Page 6 of the Loan Agreement shall be
modified to include the following notice immediately before the signature
blocks:

                        NOTICE CONCERNING ORAL AGREEMENTS

                   ORAL AGREEMENTS OR ORAL COMMITMENTS TO LEND
                     MONEY, EXTEND CREDIT OR TO FORBEAR FROM
                      ENFORCING REPAYMENT OF A DEBT ARE NOT
                        ENFORCEABLE UNDER WASHINGTON LAW.

      4. NO ADDITIONAL AGREEMENTS. Borrower understands and agrees that Lender
has only agreed to make this Agreement according to the terms provided herein
and further acknowledges that Lender has made no agreement or other
representations except as set forth herein.

      5. LEGAL COUNSEL. Borrower hereby acknowledges that Lender and Lender's
counsel have not been requested to give any legal advice to Borrower with regard
to the matters set forth herein, and have not undertaken to do so.

      6. REPRESENTATIONS AND WARRANTIES. To induce Lender to enter into this
Agreement, Borrower hereby makes the following representations and warranties,
which shall survive the termination of the Agreement indefinitely.

            6.1 AUTHORITY, ETC. Borrower has the proper authority to enter into
and perform this Agreement.

            6.2 VALID AND BINDING. This Agreement constitutes, or, if not yet
executed or delivered, shall when so executed and delivered, constitute the
valid and binding obligation of Borrower enforceable in accordance with its
terms.


                                      - 2 -
<PAGE>
      7. MISCELLANEOUS:

            7.1 EFFECTIVE DATE. This Agreement shall become effective only when
Lender and Borrower properly execute it.

            7.2 BENEFIT. This Agreement shall bind and inure to the benefit of
Lender, Borrower, and their respective successors and assigns.

            7.3 LEGAL ACTION. If any legal action or appeal is instituted by any
party to this Agreement to enforce any of the provisions hereof, or any party
shall retain an attorney to protect its rights hereunder, including in any
action in bankruptcy, the prevailing party or parties shall be entitled to
judgment against the other party or parties for all reasonable costs and
expenses, including attorneys' fees, incurred by the prevailing party in
connection with such action, appeal or bankruptcy.

            7.4 SEVERABILITY. If any term or provision in this Agreement shall
be adjudicated to be illegal, invalid or unenforceable, in whole or in part, it
will be deemed deleted to that extent, and all other terms and provisions of
this Agreement will remain in full force and effect.

            7.5 APPLICABLE LAW; VENUE. This Agreement and the rights and
obligations created hereunder and in the documents referenced herein shall be
construed under Washington law and the venue of any action in connection with
this Agreement shall be in Pierce County, Washington.

            7.6 FULL FORCE. The parties agree that except as modified by the
above, all Related Documents and other agreements between Lender and Borrower
shall remain in full force and effect.

                        NOTICE CONCERNING ORAL AGREEMENTS

                   ORAL AGREEMENTS OR ORAL COMMITMENTS TO LEND
                     MONEY, EXTEND CREDIT OR TO FORBEAR FROM
                      ENFORCING REPAYMENT OF A DEBT ARE NOT
                        ENFORCEABLE UNDER WASHINGTON LAW.

BORROWER:                               LENDER:

EVERGREENBANCORP, INC.                  KEYBANK NATIONAL ASSOCIATION

By: /s/ Gerald O. Hatler                By: /s/ Cortland D. Rounds
    ------------------------------          -----------------------------------
    Gerald O. Hatler                        Cortland Rounds
    President                               Vice President/Correspondent Banking


Dated:        4/1/5                     Dated:           4/7/5
       ---------------------------             --------------------------------


                                      - 3 -
<PAGE>
BY: /s/ William G. Filer II
    ------------------------------
    William G. Filer II
    Chief Financial Officer

DATED:       4/1/05
       ---------------------------


                                      - 4 -