EX-10.2






EVERGREENBANCORP, INC.

FORM 8-K JULY 26, 2005

EXHIBIT 10.2




PEMCO EXECUTIVE DEFERRED COMPENSATION PLAN




ARTICLE I

Purpose




This nonqualified Deferred Compensation Plan (the “Plan”) for eligible management or
highly-compensated employees of EvergreenBank, PEMCO Corporation, PEMCO Life Insurance Company,
PEMCO Mutual Insurance Company, and PEMCO Technology Services, Inc. (all of which are referred to
hereinafter as the “Employer”), is designed to permit eligible management or highly-compensated
employees of the Employer to defer a portion of their Compensation earned in any calendar year.



ARTICLE II

Definitions




2.1 Administrator. “Administrator” of the Plan means the Administrative Committee
appointed by the Board.




	 	2.2	 	Board. “Board” means each Employer’s Board of Directors.





2.3 Committee. “Committee” means the Administrative Committee appointed by the Board.



2.4 Compensation. “Compensation” means, for purposes of this Plan, an Eligible
Employee’s total salary or wages, bonuses and overtime from the Employer, before any salary
reduction contributions to the Employer’s Internal Revenue Code Section 401(k) Plan and the
Employer’s Internal Revenue Code Section 125 flexible benefits plan, if any, but excluding Employer
contributions to any retirement plan, and payments by the Employer (other than Section 125
contributions) on account of medical, disability and life insurance.



2.5 Effective Date. The “Effective Date” of this amended and restated Plan is April
1, 2003. The Plan was originally adopted effective January 1, 1999.



2.6 Eligible Employee. “Eligible Employee” means an employee who is selected by the
Committee from among the group of management or highly compensated employees of the Employer.



2.7 Participant. “Participant” means any Eligible Employee.



2.8 Plan. “Plan” means the PEMCO Executive Deferred Compensation Plan as contained in
this document, and as amended from time to time, plus any administrative rules or regulations
adopted by the Committee.



2.9 Plan Year. “Plan Year” means the calendar year, beginning with the 1999 calendar
year.



ARTICLE III

Deferred Compensation




Annually on or before December 31, an Eligible Employee may irrevocably elect in writing on a
form provided by the Employer to defer an amount of his or her Compensation for the following Plan
Year which does not exceed 20% of his or her Compensation for that year. Any change of election
with respect to future years’ Compensation must be filed with the Employer prior to the end of the
Plan Year preceding the Plan Year in which the change is to take effect.



Notwithstanding the previous paragraph, a new Eligible Employee who first becomes eligible to
participate in the Plan may elect to defer receipt of a portion of his or her Compensation payable
for the remainder of the initial Plan Year of eligibility in an amount not to exceed 20% of that
Compensation. That election must be made in writing within thirty (30) days after the Eligible
Employee is notified of his or her eligibility to participate in this Plan, and shall be
irrevocable as to any Compensation payable in the remainder of the Plan Year.



ARTICLE IV

Form and Time of Benefit Payment




A Participant’s Plan benefits shall be 100% vested and nonforfeitable at all times. A
Participant (or if a Participant dies before payments commence, a deceased Participant’s
beneficiary) shall be entitled to a distribution of his or her Plan benefits upon the occurrence of
the earliest of a future date specified by the Participant in his or her initial election to defer
Compensation, or the Participant’s death, Permanent Disability as defined in Paragraph 9.7,
retirement, or termination of employment. The Participant or his or her beneficiary must
irrevocably elect in writing to receive the Participant’s Plan benefits in the form of:



a. a single lump sum payment, or




	 	b.	 	installment payments for a period of up to ten (10) years.





Such election must be delivered to the Committee no more than sixty (60) calendar days after
the earliest to occur of the future date specified by the Participant in his or her initial
election to defer Compensation, or the Participant’s termination of employment, retirement,
Permanent Disability, or death. If the Participant or beneficiary fails to elect a form of payment
within such time, the Participant’s Plan benefits shall be paid in the form of annual installment
payments over a period of three years. Payment(s) shall commence within thirty (30) calendar days
after the sixty (60) day election period ends. Notwithstanding the foregoing, if a Participant is
receiving installment payments and dies before all installments have been paid, the Participant’s
beneficiary shall be paid the Participant’s remaining installment payments.



ARTICLE V

Investment of Deferred Compensation




A Participant’s deferred Compensation under the Plan shall be held in trust by a Trustee,
pursuant to a Trust Agreement between the Employer and the Trustee, and incorporated herein by this
reference. The Committee shall select the investment alternatives to be provided by the Plan,
which shall be a number of mutual funds of one or more registered investment companies. The
Trustee shall invest and reinvest the Plan contributions in shares of one or more registered
investment companies authorized by the Committee. The Committee shall direct the Trustee to invest
the amounts in each Participant’s account in the trust among the available investment alternatives
offered by the investment company or companies. The Committee may permit the Participants to
select among the available investment alternatives and the Committee may direct the Trustee in
accordance with the Participants’ selections. The Trustee or third party recordkeeper shall
provide Participants with periodic reports on the earnings or losses on the Participant’s deferred
Compensation. Any earnings on deferred Compensation shall be distributed to the Participant at the
same time and in the same manner as the deferred Compensation is paid. While the Employer believes
that the assets will appreciate in value, there are no guarantees in this regard and the investment
risk is borne solely by the Participant. A Participant’s deferrals and earnings credited thereon
prior to the time the grantor trust is established shall be contributed to the grantor trust and
invested thereafter in accordance with this Article V.



ARTICLE VI

Beneficiaries




6.1 Designation. Any amount due to a Participant which is unpaid upon his or her
death shall be paid to the beneficiary designated by him or her on a form provided by the Employer
and filed with the Employer. The designated beneficiary may be changed from time to time by filing
a new beneficiary designation with the Employer. The designation last filed will control.



6.2 Failure to Designate a Beneficiary. If a Participant fails to designate a
beneficiary or if the person or persons designated on the beneficiary designation predecease the
Participant and the beneficiary designation form does not indicate who receives the amount due, the
amount owing shall be paid to the following in the order named:



a. Surviving spouse;



b. Surviving descendants, per stirpes;



c. Surviving parents in equal shares;




	 	d.	 	Surviving brothers and sisters, in equal shares, provided that
the share of a sibling who is then deceased shall be paid to his or her then
living descendants, per stirpes; and





e. Executors or administrators.



6.3 Payment to a Beneficiary. Payment of a Participant’s Plan benefits to the
beneficiary of a deceased Participant shall be made in accordance with Article IV.



ARTICLE VII

Administration




The Committee is the Administrator of this Plan. The construction and interpretation by the
Committee of any provision of this Plan shall be final, conclusive and binding upon all parties.
The Committee shall have the power and authority in its sole discretion to adopt, interpret, alter,
amend or revoke rules and regulations necessary to assist it in the administration of the Plan, and
to delegate ministerial duties and employ such outside professionals as may be required for prudent
administration of the Plan. Expenses of administration of the Plan shall be borne by the Employer
and no part thereof shall be payable directly by the Participants. Expenses incurred in the
acquisition of investments, such as commissions, may not be payable by the Employer, but may reduce
the Participant’s account balance.



Social Security (“FICA”) taxes are due on the Participant’s deferrals at the time of deferral.
The Employer shall withhold applicable FICA taxes at the appropriate times from the Participant’s
non-deferred compensation.



ARTICLE VIII

Amendment and Termination




8.1 Amendment. The Board of Directors of PEMCO Mutual Insurance Company shall have
the right to amend the Plan at any time and from time to time, in whole or in part. That Board
shall notify each Participant in writing of any Plan amendment.



8.2 Termination. Although the Employer has established this Plan with a bona fide
intention and expectation to maintain the Plan indefinitely, the Employer may terminate or
discontinue the Plan in whole or in part at any time without any liability for such termination or
discontinuance. Upon Plan termination, all deferrals shall cease. The Employer shall retain a
Participant’s deferrals in the grantor trust established pursuant to Article V, adjusted for
investment gains or losses, until all of the Participant’s Plan payments have been made under
Article IV.



ARTICLE IX

Miscellaneous




9.1 Representations. The Employer does not represent or guarantee that any particular
federal or state income, payroll, or personal property or other tax consequence will result from
participation in the Plan. A Participant should consult with his or her tax advisor to determine
the tax consequences of his or her participation.



9.2 Limitation of Rights; Employment Relationship. Nothing contained herein shall be
construed as giving a Participant or other person any legal or equitable right against the Employer
except as provided in the Plan, or create a right in the Participant to remain under contract with
the Employer, nor will it interfere with the right of the Employer to discharge or otherwise deal
with a Participant without regard to the existence of the Plan.



9.3 Assignment. No amounts deferred hereunder shall be assignable in whole or in
part, either by voluntary or involuntary act or operation of law. Rights hereunder are not subject
to anticipation, alienation, sale, transfer, assignment, pledge or encumbrance, and such rights may
not be subject to the debts, contracts, liabilities, engagements or torts of the Participant or his
or her beneficiary. All amounts deferred hereunder shall be contributed to a grantor trust
established by the Employer. The assets of such trust shall remain subject to the claims of the
Employer’s general creditors. No Participant hereunder shall have any right other than the
unsecured promise of the Employer to pay deferred Compensation pursuant to this Plan at a future
date. No Participant hereunder shall have any voice in the use, disposition, or investment of the
assets of such trust.



9.4 Funding. This Plan shall be unfunded. The benefits provided hereunder shall be
satisfied from a grantor trust established by the Employer which conforms to the model trust
provided by the Internal Revenue Service in Revenue Procedure 92-64.



9.5 Severability. If a court of competent jurisdiction holds any provision of this
Plan to be invalid or unenforceable, the remaining provisions of the Plan shall continue to be
fully effective.



9.6 Governing Law. The Plan shall be construed, administered and enforced according
to the laws of the State of Washington. Venue shall also be in the State of Washington.



9.7 Definition of Permanent Disability. “Permanent Disability,” for purposes of this
Plan, means that the Participant, by reason of physical or mental disability, is incapable of
further employment with the Employer. Permanent Disability shall be established to the
satisfaction of the Committee.



ARTICLE X

Claims Procedure




If a Participant disagrees with the information or computations in connection with any
benefits paid pursuant to Article IV, or the Plan Administrator fails to make payments to which the
Participant believes he or she is entitled under the terms of this Plan, the Participant may make a
claim to the Plan Administrator. A claim must be in the form of a letter stating the basis of the
disagreement and include all relevant facts and information. The Participant shall be



advised of the acceptance or rejection of a claim within ninety (90) days after the claim is
received, unless special circumstances require an extension of time for processing the claim. If
the Plan Administrator requires an extension, written notice of the extension stating the special


circumstances requiring the extension of time and the date by which the Plan Administrator will
make a final decision shall be furnished to the Participant prior to the end of the initial ninety
(90) day period. The extension may not exceed an additional period of ninety (90) days.



If the claim is denied, the Plan Administrator shall state in detail:




	 	1.	 	the specific reasons for the denial;






	 	2.	 	the specific Plan provisions upon which the denial is based;






	 	3.	 	any additional material or information which the Participant
may provide which would entitle the Participant to the benefits claimed; and






	 	4.	 	an explanation of why such material or information is
necessary.





The notice of denial must also explain the steps to be taken if the Participant or a beneficiary
wishes to submit a claim for review. If notice of denial of the initial claim is not furnished
within the time period allowed above, the claim shall be deemed denied and the Participant may
proceed to request a review of the denied claim.



A claim for review by the Plan Administrator must be submitted within sixty (60) days after
the date the initial claim is denied. A request for review of a denied claim must include a
statement of the reasons the claim should be allowed. The Participant or an authorized
representative may examine any documents the Plan Administrator has in its files and will use in
reaching a decision, and may also submit additional written comments to the Plan Administrator
which support the claim.



The Plan Administrator shall advise the Participant or beneficiary of its decision in writing
within sixty (60) days following receipt of the request for review, unless special circumstances
require an extension of time for processing. If the Plan Administrator requires an extension,
written notice of the extension stating the special circumstances requiring the extension of time
and the date by which the Plan Administrator will make a final decision shall be furnished to the
Participant prior to the end of the initial sixty (60) day period. The extension may not exceed an
additional period of ninety (90) days.



The Plan Administrator’s decision on review shall be in writing and include specific reasons
for the decision, as well as specific references to the Plan provisions upon which the



decision is based. The decision of the Plan Administrator is final and subject to no further
appeal or review.



IN WITNESS WHEREOF, the Employer has caused this amended and restated Plan to be executed by
its duly authorized representatives this 1st day of April , 2003.



EVERGREENBANK



BY: /s/ Stan W. McNaughton


Its Chairman



PEMCO CORPORATION



BY: /s/ Stan W. McNaughton


Its President



PEMCO INSURANCE COMPANY



BY: /s/ Stan W. McNaughton


Its President



PEMCO LIFE INSURANCE COMPANY



BY: /s/ Stan W. McNaughton


Its President



PEMCO MUTUAL INSURANCE COMPANY



BY: /s/ Stan W. McNaughton


Its President



PEMCO TECHNOLOGY SERVICES, INC.



BY: /s/ Stan W. McNaughton


Its Chairman



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AMENDMENT TO THE

PEMCO EXECUTIVE

DEFERRED COMPENSATION PLAN




The Board of Directors of PEMCO Mutual Insurance Company, pursuant to Article VIII of the
PEMCO Executive Deferred Compensation Plan (the “Plan”), does hereby amend the Plan in the
following respect effective January 1, 2005:



Article I of the Plan is hereby amended to include PCCS, Inc., as an Employer sponsoring the
Plan, and shall read as follows:



This nonqualified Deferred Compensation Plan (the “Plan”) for eligible
management or highly-compensated employees of EvergreenBank, PEMCO Corporation,
PEMCO Life Insurance Company, PEMCO Mutual Insurance Company, PEMCO Technology
Services, Inc., and PCCS, Inc. (all of which are referred to hereinafter as the
“Employer”), is designed to permit eligible management or highly-compensated
employees of the Employer to defer a portion of their Compensation earned in any
calendar year.



IN WITNESS WHEREOF, PEMCO Mutual Insurance Company has caused this Plan amendment to be
executed this 3rd day of January, 2005.



PEMCO MUTUAL INSURANCE COMPANY



BY: /s/ Stan W. McNaughton


Its President




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