COST SHARING AGREEMENT

This Cost Sharing Agreement (hereinafter “Agreement”) is between PEMCO Mutual Insurance Company (“PMIC”) and EvergreenBank (“Bank”), both Washington corporations with principal offices in Seattle, Washington, and when signed by both parties shall be deemed effective as of April 1, 2006.

The purpose of this Agreement is to define the billable services provided by or through PMIC to Bank and to establish the payment and/or reimbursement mechanisms for the costs associated with such services. This Agreement is not intended to create a profit for PMIC, but rather to ensure that Bank is equitably responsible for actual, reasonable costs and expenses incurred by or through PMIC on Bank’s behalf.

2. Term and Termination

This Agreement shall remain in force for an initial term of one year corresponding to calendar year 2006. Thereafter, upon each January 1 this Agreement shall automatically renew for successive calendar year terms, subject to mutually agreed-upon service and pricing modifications, until it is terminated as provided below.

Termination for convenience. Either party may terminate this Agreement, or any service hereunder, for any or no reason by providing the other party no less than six months advance written notice. In such event, both parties shall make good faith reasonable efforts to facilitate an orderly and mutually satisfactory disengagement of the affected service(s).

Termination by mutual consent. This Agreement or any service hereunder may be terminated at any time with the express consent of both parties.

Termination for cause. Either party may terminate this Agreement upon notice to the other in the event the non-terminating party materially breaches its obligations under this Agreement (including, without limiting the foregoing, all financial obligations) and fails to cure such breach within 90 days after receiving written notice thereof by the non-breaching party.

Termination for insolvency. Either party may terminate this Agreement upon notice to the other in the event the non-terminating party becomes the subject of bankruptcy, assignment for the benefit of creditors, or any similar proceedings (whether voluntary or involuntary), or if the non-terminating party otherwise ceases to do business as a going concern.

PMIC will provide such services as are listed and defined in Attachment A hereto. The services and pricing are expected to generally remain stable over the course of each annual term hereof; however, Attachment A may be modified at any time with both parties’ written consent. Attachment A shall in any event be reviewed and modified as necessary at least annually to ensure its accuracy, completeness, and fairness to both parties.

Notwithstanding anything in this Agreement or Attachment A to the contrary, PMIC reserves the right to discontinue any service hereunder upon 30 days advance notice to Bank in the event that PMIC ceases to provide that service generally. In such event, PMIC shall provide Bank a commercially reasonable level of assistance to facilitate an orderly cessation of service and/or migration to another service provider.

All charges allocable to Bank hereunder shall be invoiced on a monthly basis in arrears as incurred, and shall be due and payable as invoiced. Both parties shall exercise their best efforts to promptly resolve any settlement dispute(s).

5. Charges and Methodologies

To the extent practical, all cost calculations, allocation formulae, settlement methodologies, and any other factors used to determine and apply the charges hereunder shall be specified in Attachment A. Notwithstanding the foregoing, in the event that both parties should expressly agree to subject to this Agreement any costs or services of which the details are not adequately specified in Attachment A, then the charges related thereto shall be determined and allocated in accordance with customary insurance accounting practices and/or generally accepted accounting principles, as applicable.

Third party charges for services that are subject to this Agreement shall be billed to and paid directly by Bank to the extent that is practical. Notwithstanding the foregoing, in the event PMIC pays any such charge on Bank’s behalf, such expense shall be added to and payable as part of Bank’s next subsequent monthly invoice.

The books and records of each party, as they pertain to this Agreement, shall be maintained in accordance with the uniform accounting instructions of the National Association of Insurance Commissioners and/or generally accepted accounting principles, and shall be made available for audit and review by the other party upon reasonable notice and by the Office of the Insurance Commissioner of the state of Washington upon demand.

Bank retains exclusive rights of ownership to all work products produced solely and exclusively for Bank by PMIC under this Agreement. PMIC retains exclusive rights to ownership of all other work products produced hereunder, except to the extent that such rights are owned by third parties. “Work product” shall include all documents, presentation materials, files, input materials, output materials, the media upon which they are located, and all software programs or packages (together with any related documentation, source codes, object codes, upgrades, revisions, modifications, and any other related materials) which are utilized or developed in the performance of the services contracted for under this Agreement.

Each party shall hold in trust and confidence all of the other party’s Confidential Information to which it is exposed in connection with this Agreement, and shall not disclose such information to third parties except as may be authorized by the owner of such information or as required by law. “Confidential Information” means all information not in the public domain that belongs to or is the responsibility of each party to hold in confidence, including but not limited to information about that party’s business affairs, software and hardware systems and related documentation, existing or future research and development, work products, customers, employees, agents, contractors, and consultants, and information about or belonging to other entities with whom that party conducts business. Each party’s Confidential Information shall include, without limitation, all consumer nonpublic personal information in that party’s possession in any form, whether individually identifiable or anonymous information. In the event that either party discovers an unauthorized disclosure of the other party’s Confidential Information, the discovering party shall immediately notify the affected party and take such remedial action(s) as may be required by law and/or prudent under the circumstances. The provisions of this paragraph shall survive any termination of this Agreement.

It is the intention of the parties that PMIC is an independent contractor under this Agreement. All employees of PMIC who provide services hereunder shall remain employees of PMIC and not employees of Bank, regardless of whether their employment compensation is a factor in determining the amount charged to Bank for a service hereunder. Notwithstanding the foregoing, in the event that a governmental authority determines that social security, withholding, or other employment-related tax or assessment related to the services hereunder should have been paid by Bank on behalf of PMIC, then PMIC agrees to indemnify and hold harmless Bank against any such liability, including any interest and penalties occasioned by such determination.

Bank agrees to defend, indemnify, and hold harmless PMIC against any and all loss, liability, cost or expense (including without limitation reasonable attorneys’ fees) arising from or related in any way whatsoever to the services provided hereunder, except to the extent such liability is expressly assumed by PMIC hereunder or is solely caused by PMIC’s gross negligence or willful misconduct.

This Agreement, including Attachment A and any other attachments hereto and as may be modified from time to time as provided herein, constitutes the entire agreement between PMIC and Bank regarding the services and costs and other subject matter referred to herein, and as of the effective date hereof terminates, replaces, and supersedes all prior agreements and other communications between the parties with respect to this subject matter, regardless of whether in written, oral, or any other form.

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