EX-10.1






EVERGREENBANCORP, INC.

FORM 8-K JULY 26, 2005

EXHIBIT 10.1




PEMCO DIRECTORS’ DEFERRED COMPENSATION PLAN




ARTICLE I

Purpose




This nonqualified Deferred Compensation Plan (the “Plan”) for Directors of EvergreenBank,
PEMCO Corporation, PEMCO Insurance Company, PEMCO Life Insurance Company, PEMCO Mutual Insurance
Company, and PEMCO Technology Services, Inc. (all of which are referred to hereinafter as the
“Company”), is designed to permit Directors to defer all or a portion of their Director’s Fees
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 Company’s Board of Directors.






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






	 	2.4	 	Director. Consistent with the Company’s prior practice, “Director”
means a member of the Board of Directors of a Company sponsoring this Plan who is not
an employee of a Company sponsoring this Plan.






	 	2.5	 	Director’s Fees. “Director’s Fees” means any fees earned by a Director
of a Company sponsoring this Plan.




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






	 	2.7	 	Participant. “Participant” means a Director of a Company sponsoring
this Plan.






	 	2.8	 	Plan. “Plan” means the PEMCO Directors’ 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

Director’s Deferred Compensation




Annually on or before December 31, a Participant may irrevocably elect in writing on a form
provided by the Company to defer an amount equal to all or a portion of his or her Director’s Fees
for the following Plan Year. Any change of election with respect to future years’ Director’s Fees
must be filed with the Company 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 Director who first becomes eligible to
participate in the Plan may elect to defer receipt of all or a portion of his or her Director’s
Fees payable for the remainder of the initial Plan Year of eligibility. That election must be made
in writing within thirty (30) days after the Director becomes a Director eligible to participate in
this Plan, and shall be irrevocable as to any Director’s Fees 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
Director’s Fees, the Participant’s death, or the date the Participant ceases to be a Director. 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 Director’s Fees, the date the Participant ceases to be a Director, or the



Participant’s 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 Director’s Fees




A Participant’s deferred Director’s Fees 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
Director’s Fees. Any earnings on deferred Director’s Fees shall be distributed to the Participant
at the same time and in the same manner as the deferred Director’s Fees are 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 Company
and filed with the Company. The designated beneficiary may be changed from time to time by filing
a new beneficiary designation with the Company. 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 Company
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 Company, but may reduce
the Participant’s account balance.



A Director shall pay applicable self-employment taxes due on Plan benefits at the time those
benefits are paid to the Director.



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 Company 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 Company 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 Company 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 Company
except as provided in the Plan, or create a right in the Participant to remain under contract with
the Company, nor will it interfere with the right of the Company 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 Director’s Fees 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.



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.



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IN WITNESS WHEREOF, the Company 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 DIRECTORS’

DEFERRED COMPENSATION PLAN




The Board of Directors of PEMCO Mutual Insurance Company, pursuant to Article VIII of the
PEMCO Directors’ 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 a Company sponsoring the
Plan, and shall read as follows:



This nonqualified Deferred Compensation Plan (the “Plan”) for Directors of
EvergreenBank, PEMCO Corporation, PEMCO Insurance Company, PEMCO Life Insurance
Company, PEMCO Mutual Insurance Company, PEMCO Technology Services, Inc., and
PCCS, Inc. (all of which are referred to hereinafter as the “Company”), is
designed to permit Directors to defer all or a portion of their Director’s Fees
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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AMENDMENT TO THE

PEMCO DIRECTORS’

DEFERRED COMPENSATION PLAN

AUGUST 1, 2005




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



Article I of the Plan is hereby amended to include EvergreenBancorp, Inc., as a Company
sponsoring the Plan, and shall read as follows:



This nonqualified Deferred Compensation Plan (the “Plan”) for Directors of
EvergreenBancorp, Inc., EvergreenBank, PEMCO Corporation, PEMCO Insurance
Company, PEMCO Life Insurance Company, PEMCO Mutual Insurance Company, PEMCO
Technology Services, Inc., and PCCS, Inc. (all of which are referred to
hereinafter as the “Company”), is designed to permit Directors to defer all or a
portion of their Director’s Fees earned in any calendar year.



IN WITNESS WHEREOF, PEMCO Mutual Insurance Company has caused this Plan amendment to be
executed this 15th day of July, 2005.



PEMCO MUTUAL INSURANCE COMPANY



BY: /s/ Stan W. McNaughton


Its President




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