CASCADE FINANCIAL CORPORATION
1997 ELECTIVE EQUITY PLAN
1. Purpose; Effective Date. The Cascade Financial Corporation 1997 Elective Equity Plan (the "Plan") is
designed to promote the interests of Cascade Financial Corporation and its subsidiaries by providing key
employees of the Company and its subsidiaries and non-employee members of the Company's Board of
Directors (the "Board") with the opportunity to elect to receive common stock of the Company ("Common
Stock") in lieu of a percentage of their otherwise payable cash compensation. The Plan shall be effective upon
adoption by the Board.
2. Administration. The authority to manage and control the operation and administration of the Plan shall be
vested in the Board. Subject to the limitations of the Plan, the Board shall have the sole and complete the
authority: (a) to interpret the Plan and to adopt, amend and rescind administrative guidelines and other rules and
regulations relating to the Plan;
(b) to correct any defect or omission or to reconcile any inconsistency in the Plan or in any award made
hereunder; and (c) to make all other determinations and to take all other actions necessary or advisable for the
implementation and administration of the Plan. The Board's determinations on matters within its authority shall be
conclusive and binding upon the Company and all other persons.
3. Eligibility. Participants in the Plan shall include (i) such employees of the Company or its subsidiaries as the
Board, in its sole discretion, may, from time to time, designate as participants and (ii) non-employee members of
the Board. The Board shall consider such factors as it deems pertinent in selecting employee participants.
4. Shares Covered by the Plan. The stock to be awarded under the Plan shall be shares of Common Stock and
may be unissued shares or reacquired shares (including shares purchased in the open market), or a combination
of the two, as the Board may from time to time determined; provided, however, that the aggreg