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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

|                                                         |  |                                                                                                                           
|-------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------
|[X]                                                      |  | Annual report pursuant to
        Section 13 or 15(d) of the Securities Exchange Act of 1934                              
|                                                         |  |                                                                                                                           
|For the fiscal year ended December 31,
          2001 or
|                                                         |  |                                                                                                                           
|[   ]                                                    |  | Transition report pursuant
        to Section 13 or 15(d) of the Securities Exchange Act of 1934 (No
        Fee Required)
|Commission file number 000-32915                        

EVERGREENBANCORP, INC.
  (Exact Name of Registrant as specified in its Charter)

|                                |  |                       
|------------------------------- |  | ----------------------
|WASHINGTON                      |  | 91-2097262            
|(State or Other Jurisdiction of |  | (I.R.S. Employer      
|Incorporation or Organization)  |  | Identification Number)

301 Eastlake Avenue East, Seattle, Washington 98109
(Address of Principal Executive Offices) (Zip Code)

Registrants telephone number, including area code: (206) 628-4250

Securities Registered Pursuant to Section 12(b) of the Act:       None

Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, no par value per share

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
requirements for the past 90 days.

YES [X]   NO [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [   ]

The aggregate market value of the voting stock held by non-affiliates of the
Registrant on February 28, 2002 was $14,581,695.

The number of shares outstanding of the registrants no par value common stock
as of February 28, 2002 was:

934,817 shares

DOCUMENTS INCORPORATED BY REFERENCE

PARTS II and IV of Form 10-K  Portions of the Annual Report to Stockholders
for the Fiscal Year Ended December 31, 2001 are incorporated by reference.

PART III of Form 10-K  Portions of the definitive Proxy Statement filed with
the Securities and Exchange Commission in connection with Registrants annual
meeting to be held on April 18, 2002 are incorporated by reference.





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TABLE OF CONTENTS



|             |                                                                                              |  |  |  |  |  |  | 
|------------ | -------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I      
|             | ITEM 1. Business                                                                            
|             | ITEM 2. Properties                                                                          
|             | ITEM 3. Legal Proceedings                                                                   
|             | ITEM 4. Submission of Matters to a Vote of Security Holders                                 
|PART II     
|             | ITEM 5. Market for the Registrants Common Equity and Related Stockholder Matters           
|             | ITEM 6. Selected Consolidated Financial Data                                                
|             | ITEM 7. Managements Discussion and Analysis of Financial Condition and Result of Operations
|             | ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk                         
|             | ITEM 8. Financial Statements and Supplemental Data                                          
|             | ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|PART III    
|             | ITEM 10. Directors and Executive Officers of EvergreenBancorp, Inc.                         
|             | ITEM 11. Executive Compensation                                                             
|             | ITEM 12. Security Ownership of Certain Beneficial Owners and Management                     
|             | ITEM 13. Certain Relationships and Related Transactions                                     
|PART IV     
|             | ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K                   
|SIGNATURES  
|EXHIBIT 3.1 
|EXHIBIT 3.2 
|EXHIBIT 10.1
|EXHIBIT 10.2
|EXHIBIT 10.3
|EXHIBIT 13  
|EXHIBIT 21  
|EXHIBIT 23  



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EVERGREENBANCORP, INC.
FORM 10-K
ANNUAL REPORT
TABLE OF CONTENTS

|           |                                                                                                   |  |    |    | 
|---------- | ------------------------------------------------------------------------------------------------- |  | -- | -- | 
|PART I     |                                                                                                   |  | 1 
|           | Item    1.   Business                                                                             |  |    | 1 
|           | Item    2.   Properties                                                                           |  |    | 13
|           | Item    3.   Legal Proceedings                                                                    |  |    | 13
|           | Item    4.   Submission of Matters to a Vote of Security Holders                                  |  |    | 13
|           | PART II                                                                                           |  |    | 13
|           | Item    5.   Market for Registrants Common Equity and Related
Stockholder Matters                |  |    | 13
|           | Item    6.   Selected Consolidated Financial Data                                                 |  |    | 14
|           | Item    7.   Managements Discussion and Analysis of Financial
Condition and Result of Operations |  |    | 14
|           | Item 7A.   Quantitative and Qualitative Disclosures About Market
Risk                             |  |    | 14
|           | Item    8.   Financial Statements and Supplementary Data                                          |  |    | 15
|           | Item    9.   Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure |  |    | 15
|           | PART III                                                                                          |  |    | 15
|           | Item  10.   Directors and Executive Officers of the Registrant                                    |  |    | 15
|           | Item  11.   Executive Compensation                                                                |  |    | 15
|           | Item  12.   Security Ownership of Certain Beneficial Owners and
Management                        |  |    | 15
|           | Item  13.   Certain Relationships and Related Transactions                                        |  |    | 15
|           | PART IV                                                                                           |  |    | 15
|           | Item  14.   Exhibits,
Financial Statement Schedules and Reports on Form 8-K                       |  |    | 15
|SIGNATURES |                                                                                                   |  | 17





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PART I

Forward-Looking Information Statement

Statements in this report regarding future events or performance are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 (PSLRA) and are made pursuant to the safe
harbors of the PSLRA. Actual results could be quite different from those
expressed or implied by the forward-looking statements. Any statements that
expressly or implicitly predict future results, performance, or events should
be considered forward-looking. Factors that could cause results to differ from
forward-looking statements include, among others, risks discussed in the rest
of this report as well as the following specific items: general economic
conditions, including levels of employment, whether national, regional, or
local, that could affect the demand for loans or lead to increased loan losses;
competitive factors, including increased competition with community, regional,
and national financial institutions that may lead to pricing pressures on rates
the Companys bank subsidiary charges on loans and pays on deposits, loss of
customers of greatest value to the Company, or other losses; increasing or
decreasing interest rate environments that could lead to decreased net interest
margin; changing business conditions in the banking industry; changes in the
regulatory environment or new legislation; and changes in technology or
required investments in technology. Readers are cautioned not to place undue
reliance on forward-looking statements, which reflect managements analysis
only as of the date of the statement. The Company does not intend to publicly
revise or update forward-looking statements to reflect events or circumstances
that arise after the date of this report.




ITEM 1. Business

EvergreenBancorp, Inc.

EvergreenBancorp, Inc. (Bancorp) is a bank holding company organized under
the laws of the State of Washington. Bancorp was formed in 2001 pursuant to
the reorganization of EvergreenBank (the Bank), whereby the Bank became a
wholly owned subsidiary of Bancorp. This tax-free reorganization resulted in a
share-for-share exchange of stock whereby stockholders of the Bank became
stockholders of Bancorp. The bank holding company structure will provide
flexibility for financing and growth, as well as for acquiring or establishing
other banking operations or businesses related to banking. Bank and Bancorp
are collectively referred to herein as the Company. The terms we, us,
and our refer to Bank or Bancorp where applicable.

Bancorp remains committed to community banking and intends the Bank to remain
community-focused. The Bank continues to conduct its banking business in
substantially the same manner as prior to the reorganization, with the same
name, board of directors, management structure and personnel.





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The Companys net income for 2001 was $1.24 million, or $1.29 per basic share
($1.22 per diluted share), and its consolidated equity at December 31, 2001 was
$14.74 million, with 934,817 common shares outstanding and a book value of
$15.77 per share. At December 31, 2001, the Company had total consolidated
assets of approximately $156 million, loans of approximately $122 million, and
deposits of approximately $130 million. For more information regarding the
Companys financial results, see Managements Discussion and Analysis of
Financial Condition and Result of Operations and Financial Statements and
Supplementary Data incorporated by reference from Bancorps 2001 Annual Report
to Shareholders filed as an exhibit to this report.

EvergreenBank

EvergreenBank is a Washington commercial bank organized in 1971 under the name
Teachers State Bank with its main office in Seattle, Washington. In February
of 1993, the Bank opened a branch in Lynnwood and, in July 2001, opened a second
branch in Bellevue, Washington.

Over the years, the Bank changed its business focus. In the late seventies,
regulatory changes that allowed credit unions to issue drafts against their
members share accounts created an opportunity for the Bank. In 1977, the Bank
began marketing a share-draft system that could process credit unions share
drafts for the Federal Reserve System. To reflect the Banks growing interest
in consumer and commercial markets, and to clarify for potential customers that
the Banks products and services were not limited to teachers, in 1980, its
name was changed to EvergreenBank.

In early 2000, because of narrowing profit margins and increased competition in
the check clearing business, the Bank withdrew from that business and
management began to restructure the Banks balance sheet and focus primarily on
its business in consumer and commercial lending and deposits. The Bank now
focuses on a general commercial banking business, offering commercial banking
services to small and medium-sized businesses, professionals, and retail
customers in its market area.

Market

The Banks primary market area consists of King, Pierce, and Snohomish counties
in Western Washington. The Bank began its operations from its main office
location in Seattle and in 1993 expanded its market north by opening its first
branch in Lynnwood, and most recently opened a second branch in 2001 on the
eastside in Bellevue, Washington.

Deposit accounts include certificates of deposit, individual retirement
accounts and other time deposits, checking and other demand deposit accounts,
interest-bearing checking accounts, savings accounts, and money market
accounts. Loans include commercial, real estate construction and development,
installment and consumer loans, and residential real estate. Other products
and services include merchant credit card processing, financial planning and
investment services, cash sweep accounts, electronic funds transfers,
electronic tax payment, and safe deposit boxes. The Bank also offers 24-hour
telephone banking, as well as on-line banking and bill paying services.

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Competition

Commercial banking in the state of Washington is highly competitive with
respect to providing banking services, including making loans and attracting
deposits. The Bank competes with other banks, as well as with savings and loan
associations, savings banks, credit unions, mortgage companies, investment
banks, insurance companies, securities brokerages, and other financial
institutions. Banking in Washington is dominated by several large banking
institutions, including U.S. Bank, Wells Fargo Bank, Bank of America, and
Washington Mutual Bank, which together account for a majority of the total
commercial and savings bank deposits in Washington. These competitors have
significantly greater financial resources and offer a greater number of branch
locations (with statewide branch networks), higher lending limits, and a
variety of services not offered by the Bank. In addition, the Bank has
experienced competition for both deposits and loans from non-bank financial
service providers, such as captive automobile financing and equipment leasing
companies.

The adoption of the Gramm-Leach-Bliley Act of 1999 (the Financial Services
Modernization Act) in November 1999 has led to further intensification of
competition in the banking industry. The Financial Services Modernization Act
has eliminated many of the barriers to affiliation among providers of various
types of financial services and has permitted business combinations among
financial providers such as banks, insurance companies, securities or brokerage
firms, and other financial service providers. This has led to increased
competition in both the market for providing financial services and in the
market for acquisitions in which Bancorp also participates.

In general, the financial services industry has experienced widespread
consolidation in recent years. The Company anticipates that consolidation among
financial institutions in its market area will continue. Other financial
institutions, many with substantially greater resources, compete in the
acquisition market against the Company. Some of these institutions, among other
items, have greater access to capital markets, larger cash reserves and a more
liquid currency than the Company. Additionally, the rapid adoption of financial
services through the internet has reduced the barrier to entry by financial
services providers physically located outside our market area. Although the
Company has been able to compete effectively in the financial services business
in its markets to date, there can be no assurance that it will be able to
continue to do so in the future.

Employees

On December 31, 2001, the Bank employed 53 full-time employees and 4 part-time
employees. Employees are not represented by any collective bargaining
agreement. Management considers its relations with employees to be good.

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SUPERVISION AND REGULATION

General

Bancorp and the Bank are extensively regulated under federal and state law.
These laws and regulations are primarily intended to protect depositors, not
shareholders. The discussion below describes and summarizes certain statutes
and regulations. These descriptions and summaries are qualified in their
entirety by reference to the particular statute or regulation. Changes in
applicable laws or regulations may have a material effect on our business and
prospects. Our operations may also be affected by changes in the policies of
banking and other government regulators. We cannot accurately predict the
nature or extent of the possible future effects on our business and earnings of
changes in fiscal or monetary policies, or new federal or state laws and
regulations.

Significant Changes In Banking Laws And Regulations

USA Patriot Act of 2001. On October 26, 2001, President Bush signed the
Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism (USA Patriot Act) of 2001. Among other
things, the USA Patriot Act (1) prohibits banks from providing correspondent
accounts directly to foreign shell banks; (2) imposes due diligence
requirements on banks opening or holding accounts for foreign financial
institutions or wealthy foreign individuals (3) requires financial institutions
to establish an anti-money-laundering compliance program, and (4) eliminates
civil liability for persons who file suspicious activity reports. The Act also
increases governmental powers to investigate terrorism, including expanded
government access to account records. The Department of the Treasury is
empowered to administer and make rules to implement the Act. While we believe
the USA Patriot Act may, to some degree, affect our recordkeeping and reporting
expenses, we do not believe that the Act will have a material adverse effect on
our business and operations.

Federal Bank Holding Company Regulation

General. Bancorp is a bank holding company as defined in the Bank Holding
Company Act of 1956, as amended, and is therefore subject to regulation,
supervision and examination by the Federal Reserve. In general, the Bank
Holding Company Act limits the business of bank holding companies to owning or
controlling banks and engaging in other activities closely related to banking.
Bancorp must file reports with the Federal Reserve and must provide it with
such additional information as it may require. Under the Financial Services
Modernization Act of 1999, a bank holding company may apply to the Federal
Reserve to become a financial holding company, and thereby engage (directly or
through a subsidiary) in certain activities deemed financial in nature, such as
securities brokerage and insurance underwriting.

Holding Company Bank Ownership. The Bank Holding Company Act requires every
bank holding company to obtain the prior approval of the Federal Reserve before
(1) acquiring, directly or indirectly, ownership or control of any voting
shares of another bank or bank holding company if, after such acquisition, it
would own or control more than 5% of such shares, (2)

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acquiring all or substantially all of the assets of another bank or bank
holding company, or (3) merging or consolidating with another bank holding
company.

Holding Company Control of Nonbanks. With some exceptions, the Bank Holding
Company Act also prohibits a bank holding company from acquiring or retaining
direct or indirect ownership or control of more than 5% of the voting shares of
any company which is not a bank or bank holding company, or from engaging
directly or indirectly in activities other than those of banking, managing or
controlling banks, or providing services for its subsidiaries. The principal
exceptions to these prohibitions involve certain non-bank activities which, by
statute or by Federal Reserve regulation or order, have been identified as
activities closely related to the business of banking or of managing or
controlling banks.

Transactions with Affiliates. Subsidiary banks of a bank holding company are
subject to restrictions imposed by the Federal Reserve Act on extensions of
credit to the holding company or its subsidiaries, on investments in their
securities and on the use of their securities as collateral for loans to any
borrower. These regulations and restrictions may limit Bancorps ability to
obtain funds from the Bank for its cash needs, including funds for payment of
dividends, interest and operational expenses.

Tying Arrangements. We are prohibited from engaging in certain tie-in
arrangements in connection with any extension of credit, sale or lease of
property or furnishing of services. For example, with certain exceptions,
neither Bancorp nor its subsidiaries may condition an extension of credit to a
customer on either (1) a requirement that the customer obtain additional
services provided by us or (2) an agreement by the customer to refrain from
obtaining other services from a competitor.

Support of Subsidiary Banks. Under Federal Reserve policy, Bancorp is expected
to act as a source of financial and managerial strength to the Bank. This
means that Bancorp is required to commit, as necessary, resources to support
the Bank. Any capital loans a bank holding company makes to its subsidiary
banks are subordinate to deposits and to certain other indebtedness of those
subsidiary banks.

State Law Restrictions. As a Washington corporation, Bancorp is subject to
certain limitations and restrictions under applicable Washington corporate law.
For example, state law restrictions in Washington include limitations and
restrictions relating to indemnification of directors, distributions to
shareholders, transactions involving directors, officers or interested
shareholders, maintenance of books, records, and minutes, and observance of
certain corporate formalities.

Federal and State Regulation of EvergreenBank

General. The Bank is a Washington chartered commercial bank with deposits
insured by the FDIC. As a result, the Bank is subject to supervision and
regulation by the Washington Department of Financial Institutions, Division of
Banks and the FDIC. These agencies have the authority to prohibit banks from
engaging in what they believe constitute unsafe or unsound banking practices.

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Community Reinvestment. The Community Reinvestment Act requires that, in
connection with examinations of financial institutions within their
jurisdiction, the Federal Reserve or the FDIC evaluate the record of the
financial institution in meeting the credit needs of its local communities,
including low and moderate income neighborhoods, consistent with the safe and
sound operation of the institution. These factors are also considered in
evaluating mergers, acquisitions and applications to open a branch or facility.

Insider Credit Transactions. Banks are also subject to certain restrictions
imposed by the Federal Reserve Act on extensions of credit to executive
officers, directors, principal shareholders or any related interests of such
persons. Extensions of credit (1) must be made on substantially the same terms,
including interest rates and collateral as, and follow credit underwriting
procedures that are not less stringent than, those prevailing at the time for
comparable transactions with persons not covered above and who are not
employees, and (2) must not involve more than the normal risk of repayment or
present other unfavorable features. Banks are also subject to certain lending
limits and restrictions on overdrafts to insiders. A violation of these
restrictions may result in the assessment of substantial civil monetary
penalties, the imposition of a cease and desist order, and other regulatory
sanctions.

Regulation of Management. Federal law (1) sets forth circumstances under which
officers or directors of a bank may be removed by the institutions federal
supervisory agency; (2) places restraints on lending by a bank to its executive
officers, directors, principal shareholders, and their related interests; and
(3) prohibits management personnel of a bank from serving as a director or in
other management positions of another financial institution whose assets exceed
a specified amount or which has an office within a specified geographic area.

Safety and Soundness Standards. Federal law imposes upon banks certain
non-capital safety and soundness standards. These standards cover internal
controls, information systems and internal audit systems, loan documentation,
credit underwriting, interest rate exposure, asset growth, compensation, fees
and benefits, such other operational and managerial standards as the agency
determines to be appropriate, and standards for asset quality, earnings and
stock valuation. An institution that fails to meet these standards must develop
a plan acceptable to its regulators, specifying the steps that the institution
will take to meet the standards. Failure to submit or implement such a plan may
subject the institution to regulatory sanctions.

Interstate Banking And Branching

The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
(Interstate Act) permits nationwide interstate banking and branching under
certain circumstances. This legislation generally authorizes interstate
branching and relaxes federal law restrictions on interstate banking.
Currently, bank holding companies may purchase banks in any state, and states
may not prohibit these purchases. Additionally, banks are permitted to merge
with banks in other states, as long as the home state of neither merging bank
has opted out under the legislation. The Interstate Act requires regulators to
consult with community organizations before permitting an interstate
institution to close a branch in a low-income area.

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FDIC regulations prohibit banks from using their interstate branches primarily
for deposit production. The FDIC has implemented a loan-to-deposit ratio screen
to ensure compliance with this prohibition.

Washington enacted opting in legislation in accordance with the Interstate
Act provisions allowing banks to engage in interstate merger transactions,
subject to certain aging requirements. Washington restricts an out-of-state
bank from opening de novo branches. However, once an out-of-state bank has
acquired a bank within the state, either through merger or acquisition of all
or substantially all of the banks assets, the out-of-state bank may open
additional branches within the state.

Deposit Insurance

The Banks deposits are currently insured to a maximum of $100,000 per
depositor through the Bank Insurance Fund administered by the FDIC. The Bank is
required to pay deposit insurance premiums, which are assessed semiannually and
paid quarterly. The premium amount is based upon a risk classification system
established by the FDIC. Banks with higher levels of capital and a low degree
of supervisory concern are assessed lower premiums than banks with lower levels
of capital or a higher degree of supervisory concern.

The FDIC is also empowered to make special assessments on insured depository
institutions in amounts determined by the FDIC to be necessary to give it
adequate assessment income to repay amounts borrowed from the U.S. Treasury and
other sources or for any other purpose the FDIC deems necessary.

Dividends

The principal source of Bancorps cash reserves is dividends received from the
Bank. The payment of dividends is subject to government regulation, in that
regulatory authorities may prohibit banks and bank holding companies from
paying dividends in a manner that would constitute an unsafe or unsound banking
practice. In addition, a bank may not pay cash dividends if doing so would
reduce the amount of its capital below that necessary to meet minimum
applicable regulatory capital requirements. State laws also limit a banks
ability to pay dividends.

Capital Adequacy

Federal bank regulatory agencies use capital adequacy guidelines in the
examination and regulation of bank holding companies and banks. If capital
falls below minimum guideline levels, the holding company or bank may be denied
approval to acquire or establish additional banks or nonbank businesses or to
open new facilities.

The FDIC and Federal Reserve use risk-based capital guidelines for banks and
bank holding companies. These are designed to make such capital requirements
more sensitive to differences in risk profiles among banks and bank holding
companies, to account for off-balance sheet exposure and to minimize
disincentives for holding liquid assets. Assets and off-balance sheet items are
assigned to broad risk categories, each with appropriate weights. The resulting
capital

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ratios represent capital as a percentage of total risk-weighted assets and
off-balance sheet items. The guidelines are minimums, and the Federal Reserve
has noted that bank holding companies contemplating significant expansion
programs should not allow expansion to diminish their capital ratios and should
maintain ratios well in excess of the minimum. The current guidelines require
all bank holding companies and federally-regulated banks to maintain a minimum
risk-based total capital ratio equal to 8%, of which at least 4% must be Tier 1
capital. Tier 1 capital for bank holding companies includes common
shareholders equity, certain qualifying perpetual preferred stock and minority
interests in equity accounts of consolidated subsidiaries, less intangibles.

The Federal Reserve also employs a leverage ratio, which is Tier 1 capital as a
percentage of total assets less intangibles, to be used as a supplement to
risk-based guidelines. The principal objective of the leverage ratio is to
constrain the maximum degree to which a bank holding company may leverage its
equity capital base. The Federal Reserve requires a minimum leverage ratio of
3%. However, for all but the most highly rated bank holding companies and for
bank holding companies seeking to expand, the Federal Reserve expects an
additional cushion of at least 1% to 2%.

Under FDIC regulations, an institution is assigned to one of five capital
categories depending on its total risk-based capital ratio, Tier 1 risk-based
capital ratio, and leverage ratio, together with certain subjective factors.
Institutions which are deemed to be undercapitalized, depending on the
category to which they are assigned, are subject to certain mandatory
supervisory corrective actions.

Financial Services Modernization

Gramm-Leach-Bliley Act of 1999. The Financial Services Modernization Act of
1999, also known as the Gramm-Leach-Bliley Act, brought about significant
changes to the laws affecting banks and bank holding companies. Generally, the
Act (i) repealed the historical restrictions on preventing banks from
affiliating with securities firms, (ii) provided a uniform framework for the
activities of banks, savings institutions and their holding companies, (iii)
broadened the activities that may be conducted by national banks and banking
subsidiaries of bank holding companies, (iv) provided an enhanced framework for
protecting the privacy of consumer information and (v) addressed a variety of
other legal and regulatory issues affecting both day-to-day operations and
long-term activities of financial institutions.

Bank holding companies that qualify and elect to become financial holding
companies can engage in a wider variety of financial activities than permitted
under previous law, particularly with respect to insurance and securities
underwriting activities. In addition, in a change from previous law, bank
holding companies will be in a position to be owned, controlled or acquired by
any company engaged in financially related activities, so long as the company
meets certain regulatory requirements. The act also permits national banks
(and, in states with wildcard statutes, certain state banks), either directly
or through operating subsidiaries, to engage in certain non-banking financial
activities.

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We do not believe that the act will negatively affect our operations in the
short term. However, to the extent the legislation permits banks, securities
firms and insurance companies to affiliate, the financial services industry may
experience further consolidation. This consolidation could result in a growing
number of larger financial institutions that offer a wider variety of financial
services than we currently offer, and these companies may be able to
aggressively compete in the markets we currently serve.

Effects Of Government Monetary Policy

Our earnings and growth are affected not only by general economic conditions,
but also by the fiscal and monetary policies of the federal government,
particularly the Federal Reserve. The Federal Reserve can and does implement
national monetary policy for such purposes as curbing inflation and combating
recession, but its open market operations in U.S. government securities,
control of the discount rate applicable to borrowings from the Federal Reserve,
and establishment of reserve requirements against certain deposits, influence
the growth of bank loans, investments and deposits, and also affect interest
rates charged on loans or paid on deposits. The nature and impact of future
changes in monetary policies and their impact on us cannot be predicted with
certainty.

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STATISTICAL FINANCIAL INFORMATION

Distribution of Assets, Liabilities and Stockholders Equity; Interest Rates
and Interest Differential

Information concerning distribution of assets, liabilities and stockholders
equity, and interest rates and interest differential is included in Bancorps
Annual Report for 2001 at pages 28-29, filed as Exhibit 13 of this report, and
is incorporated herein by reference. Interest income includes loan fees, net
of deferred costs, of approximately $445,000, $311,000, and $136,000 for 2001,
2000, and 1999, respectively.

Investment Portfolio

ANALYSIS OF INVESTMENT SECURITIES

The carrying values of investment securities at December 31 are as follows:

Taxable equivalent values are used in calculating
yields assuming a tax rate of 34%.

|                                       |  |          |        |          |  |          |        |  |  |   |        | 
|-------------------------------------- |  | -------- | ------ | -------- |  | -------- | ------ |  |  | - | ------ | 
|                                       |  | 2001     |        | 2000     |  | 1999    
|                                       |  | Carrying |        | Carrying |  | Carrying
|(in thousands)                         |  | Value    |        | Value    |  | Value   
|                                       |  |          |        |          |  |         
|U.S. Treasury and agencies             |  | $        | 2,012  |          |  | $        | 8,002  |  |  | $ | 22,223 | 
|Municipal Bonds                        |  |          | 1,768  |          |  |          | 5,933  |  |  |   | 6,478  | 
|AMF Adjustable Rate Mortgage Portfolio |  |          | 10,127 |          |  |          |        |  |  |   |        | 
|Equity Securities                      |  |          | 1,223  |          |  |          | 1,143  |  |  |   | 1,072  | 
|                                       |  |          |        |          |  |          |        |  |  |   |        | 
|TOTAL                                  |  | $        | 15,130 |          |  | $        | 15,078 |  |  | $ | 29,773 | 
|                                       |  |          |        |          |  |          |        |  |  |   |        | 

MATURITY DISTRIBUTION OF INVESTMENT SECURITIES

The following table sets forth the maturities of investment securities at
December 31, 2001.

|                                       |  |                |        |          |  |              |       |               |  |         |       |          |  |         |  |  |  |   |        |  
|-------------------------------------- |  | -------------- | ------ | -------- |  | ------------ | ----- | ------------- |  | ------- | ----- | -------- |  | ------- |  |  |  | - | ------ | -
|                                       |  |                |        |          |  | After 1 Year |       | After 5 Years |  |         |       |          |  | Total &
|                                       |  |                |        |          |  | But Within   |       | But Within    |  | After   |       | Weighted
|(in thousands)                         |  | Within 1 Year/ |        | 5 Years/ |  | 10 Years/    |       | 10 Years/     |  | Average
|(carrying value)                       |  | Yield          |        | Yield    |  | Yield        |       | Yield         |  | Yield  
|                                       |  |                |        |          |  |              |       |               |  |        
|U.S. Treasury and agencies             |  | $              | 508    |          |  | $            | 1,504 |               |  |         |       |          |  |         |  |  |  | $ | 2,012  |  
|                                       |  |                | 4.07   | %        |  |              | 4.68  | %             |  |         |       |          |  |         |  |  |  |   | 4.53   | %
|Municipal Bonds                        |  |                | 1,052  |          |  |              | 706   |               |  |         | 10    |          |  |         |  |  |  |   | 1,768  |  
|                                       |  |                | 6.49   | %        |  |              | 6.37  | %             |  |         | 11.33 | %        |  |         |  |  |  |   | 6.47   | %
|AMF Adjustable Rate Mortgage Portfolio |  |                | 10,127 |          |  |              |       |               |  |         |       |          |  |         |  |  |  |   | 10,127 |  
|                                       |  |                | 4.35   | %        |  |              |       |               |  |         |       |          |  |         |  |  |  |   | 4.35   | %
|Equity Securities                      |  |                | 1,223  |          |  |              |       |               |  |         |       |          |  |         |  |  |  |   | 1,223  |  
|                                       |  |                | 7.00   | %        |  |              |       |               |  |         |       |          |  |         |  |  |  |   | 7.00   | %
|                                       |  |                |        |          |  |              |       |               |  |         |       |          |  |         |  |  |  |   |        |  
|TOTAL                                  |  | $              | 12,910 |          |  | $            | 2,210 |               |  | $       | 10    |          |  |         |  |  |  | $ | 15,130 |  
|                                       |  |                | 4.76   | %        |  |              | 5.22  | %             |  |         | 11.20 | %        |  |         |  |  |  |   | 4.84   | %
|                                       |  |                |        |          |  |              |       |               |  |         |       |          |  |         |  |  |  |   |        |  

Loan Portfolio

TYPES OF LOANS

The major classifications of loans net of unearned income in the Banks
portfolio at December 31 was:

|                   |                        |      |         |        |  |   |         |        | 
|------------------ | ---------------------- | ---- | ------- | ------ |  | - | ------- | ------ | 
|(in thousands)     |                        | 2001 |         | 2000  
|                   |                        |      |         |       
|Commercial         |                        | $    | 53,791  |        |  | $ | 46,265  |       
|Real estate:       |                        |      |         |        |  |   |         |       
|                   | Commercial             |      |         | 28,349 |  |   |         | 24,242 | 
|                   | Construction           |      |         | 7,002  |  |   |         | 5,187  | 
|                   | Residential 1-4 family |      |         | 13,942 |  |   |         | 15,363 | 
|Consumer and other |                        |      | 19,135  |        |  |   | 22,001  |       
|                   |                        |      |         |        |  |   |         |       
|Total              |                        | $    | 122,219 |        |  | $ | 113,058 |       
|                   |                        |      |         |        |  |   |         |       

LOAN MATURITIES AND SENSITIVITY TO CHANGES IN INTEREST RATES

The following table shows the amounts and maturity analysis of loans outstanding
as of December 31, 2001. Also, the amounts are classified as to fixed and
variable rate sensitivity:

|                   |                        |        |        |       |     |         |        |        |  |   |       |       |  |   |         |        | 
|------------------ | ---------------------- | ------ | ------ | ----- | --- | ------- | ------ | ------ |  | - | ----- | ----- |  | - | ------- | ------ | 
|                   |                        |        | Within |       | 1-5 |         | After  |        |  |   |      
|(in thousands)     |                        | 1 Year |        | Years |     | 5 Years |        | Total 
|                   |                        |        |        |       |     |         |        |       
|Commercial         |                        | $      | 29,582 |       |     | $       | 22,190 |        |  |   | 2,019 |       |  | $ | 53,791  |       
|Real estate:       |                        |        |        |       |     |         |        |        |  |   |       |       |  |   |         |       
|                   | Commercial             |        |        | 6,922 |     |         |        | 20,244 |  |   |       | 1,183 |  |   |         | 28,349 | 
|                   | Construction           |        |        | 6,897 |     |         |        | 105    |  |   |       |       |  |   |         | 7,002  | 
|                   | Residential 1-4 family |        |        | 5,440 |     |         |        | 8,228  |  |   |       | 274   |  |   |         | 13,942 | 
|Consumer and other |                        |        | 11,757 |       |     |         | 6,571  |        |  |   | 807   |       |  |   | 19,135  |       
|                   |                        |        |        |       |     |         |        |        |  |   |       |       |  |   |         |       
|Total              |                        | $      | 60,598 |       |     | $       | 57,338 |        |  | $ | 4,283 |       |  | $ | 122,219 |       
|                   |                        |        |        |       |     |         |        |        |  |   |       |       |  |   |         |       

Loans maturing after one year with:

|               |  |       |        |         |  |   |       | 
|-------------- |  | ----- | ------ | ------- |  | - | ----- | 
|               |  | 1-5   |        | After  
|               |  | Years |        | 5 Years
|               |  |       |        |        
|Fixed rates    |  | $     | 62,601 |         |  | $ | 5,164 | 
|Variable rates |  |       | 7,838  |         |  |   | 2,526 | 
|               |  |       |        |         |  |   |       | 
|Total          |  | $     | 70,439 |         |  | $ | 7,690 | 
|               |  |       |        |         |  |   |       | 

Summary of Loan Loss Experience

Information concerning provision and allowance for loan losses is included in
Bancorps Annual Report for 2001 at pages 30-31 and in Note 5 to the
Consolidated Financial Statements, filed as Exhibit 13 of this report, and is
incorporated herein by reference.

ANALYSIS OF ALLOWANCE FOR LOAN LOSSES

The following table summarizes transactions in the allowance for loan losses
and details the chargeoffs, recoveries and net loan losses by loan category for
the last two years.

|                                                     |                        |      |                          |      |  |   |       |   | 
|---------------------------------------------------- | ---------------------- | ---- | ------------------------ | ---- |  | - | ----- | - | 
|                                                     |                        |      | Year
ending December 31,
|                                                     |                        |      |                         
|(in thousands)                                       |                        | 2001 |                          | 2000
|                                                     |                        |      |                          |     
|Beginning Balance                                    |                        | $    | 1,323                    |      |  | $ | 1,055 |  
|CHARGEOFFS                                           |                        |      |                          |      |  |   |       |  
|Commercial                                           |                        |      | 185                      |      |  |   | 237   |  
|Real estate:                                         |                        |      |                          |      |  |   |       |  
|                                                     | Commercial             |      |                          |      |  |   |       |   | 
|                                                     | Construction           |      |                          |      |  |   |       |   | 
|                                                     | Residential 1-4 family |      |                          |      |  |   |       |   | 
|Consumer and other                                   |                        |      | 176                      |      |  |   | 25    |  
|Total chargeoffs                                     |                        |      | 361                      |      |  |   | 262   |  
|RECOVERIES                                           |                        |      |                          |      |  |   |       |  
|Commercial                                           |                        |      | 57                       |      |  |   | 70    |  
|Real estate:                                         |                        |      |                          |      |  |   |       |  
|                                                     | Commercial             |      |                          |      |  |   |       |   | 
|                                                     | Construction           |      |                          |      |  |   |       |   | 
|                                                     | Residential 1-4 family |      |                          | 0    |  |   |       | 0 | 
|Consumer and other                                   |                        |      |                          |      |  |   | 5     |  
|Total Recoveries                                     |                        |      | 57                       |      |  |   | 75    |  
|NET CHARGEOFFS                                       |                        |      | 304                      |      |  |   | 187   |  
|Provision                                            |                        |      | 479                      |      |  |   | 455   |  
|Ending balance                                       |                        | $    | 1,498                    |      |  | $ | 1,323 |  
|                                                     |                        |      |                          |      |  |   |       |  
|Ratio of net chargeoffs to
average loans outstanding |                        |      | 0.26                     | %    |  |   | 0.18  | %

ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES

In the following table, the allowance for loan losses at December 31, 2001, and
2000 has been allocated among major loan categories based on a number of factors
including quality, volume, economic outlook and other business considerations.

The above analysis of the allowance for loan losses should not be interpreted as
an indication that chargeoffs will occur in these amounts or proportions, or
that the allocation indicates future chargeoff trends. Furthermore, the portion
allocated to each category is not the total amount available for future losses
that might occur within each category.

|                    |                        |        |       |                |               |        |               |                |               |   |       |     |               |  |     |    | 
|------------------- | ---------------------- | ------ | ----- | -------------- | ------------- | ------ | ------------- | -------------- | ------------- | - | ----- | --- | ------------- |  | --- | -- | 
|                    |                        |        |       |                |               |        | % of loans in |                |               |   |       |     | % of loans in
|                    |                        |        | 2001  |                | each category |        | 2000          |                | each category
|(in thousands)      |                        | Amount |       | to Total Loans |               | Amount |               | to Total Loans
|                    |                        |        |       |                |               |        |               |               
|Commercial          |                        | $      | 908   |                |               |        | 44            |                |               | $ | 545   |     |               |  | 41  |   
|Real estate:        |                        |        |       |                |               |        |               |                |               |   |       |     |               |  |     |   
|                    | Commercial             |        |       | 65             |               |        |               | 6              |               |   |       | 50  |               |  |     | 5  | 
|                    | Construction           |        |       | 12             |               |        |               | 11             |               |   |       | 148 |               |  |     | 14 | 
|                    | Residential 1-4 family |        |       | 261            |               |        |               | 23             |               |   |       | 236 |               |  |     | 21 | 
|Consumer and other  |                        |        | 252   |                |               |        | 16            |                |               |   | 344   |     |               |  | 19  |   
|                    |                        |        |       |                |               |        |               |                |               |   |       |     |               |  |     |   
|Total               |                        | $      | 1,498 |                |               |        | 100           |                |               | $ | 1,323 |     |               |  | 100 |   
|                    |                        |        |       |                |               |        |               |                |               |   |       |     |               |  |     |   
|% of Loan portfolio |                        |        | 1.23  | %              |               |        |               |                |               |   | 1.17  | %   |               |  |     |   

NONPERFORMING LOANS

Loans considered to be nonperforming include accruing loans past due ninety days
or more, impaired loans, and non-accrual loans. The Banks policy for placing
loans on non-accrual status is described in Note 1 on page 42 of the
consolidated financial statements.

The following table summarizes the banks past due, impaired and nonaccrual
loans for the years ended December 31:

|                                                  |  |      |     |      |  |   |     | 
|------------------------------------------------- |  | ---- | --- | ---- |  | - | --- | 
|                                                  |  | 2001 |     | 2000
|                                                  |  |      |     |     
|Loans accounted for on a
Nonaccrual basis         |  |      |     |      |  |   |     | 
|Commercial                                        |  | $    | 463 |      |  | $ | 165 | 
|Real Estate                                       |  |      | 90  |      |  |   | 112 | 
|Accruing loans which are
past due 90 days or
more |  |      |     |      |  |   |     | 
|Commercial                                        |  |      | 444 |      |  |   | 223 | 
|Real Estate                                       |  |      | 111 |      |  |   | 0   | 
|Consumer                                          |  | $    | 77  |      |  | $ | 55  | 

There are certain amounts of interest that have not been accrued and certain
amounts that have been collected on the above loans and included in income,
which are included in the table below:

|                                                                                                                    |  |      |    |      |  |   |    | 
|------------------------------------------------------------------------------------------------------------------- |  | ---- | -- | ---- |  | - | -- | 
|                                                                                                                    |  | 2001 |    | 2000
|                                                                                                                    |  |      |    |     
|Total interest income which
would have been recorded
during the period under
original terms of loans on non-accrual |  | $    | 22 |      |  | $ | 28 | 
|Interest
income included in net income for the period                                                               |  | $    | 0  |      |  | $ | 0  | 

There were no commitments for additional funds related to loans above.

Deposits

The average daily amount of deposits and rates paid on interest bearing
deposits is summarized for the periods indicated in the following table:

|                           |  |        |         |      |  |        |      |      |  |        |         |      |  |  |      |   |  |   |         |  |  |  |      |  
|-------------------------- |  | ------ | ------- | ---- |  | ------ | ---- | ---- |  | ------ | ------- | ---- |  |  | ---- | - |  | - | ------- |  |  |  | ---- | -
|                           |  | 2001   |         | 2000 |  | 1999  
|                           |  |        |         |      |  |       
|(in thousands)             |  | AMOUNT |         | RATE |  | AMOUNT |      | RATE |  | AMOUNT |         | RATE
|                           |  |        |         |      |  |        |      |      |  |        |         |     
|DEPOSITS                   |  |        |         |      |  |        |      |      |  |        |         |      |  |  |      |   |  |   |         |  |  |  |      |  
|Noninterest bearing demand |  | $      | 31,937  |      |  |        |      |      |  | $      | 34,501  |      |  |  |      |   |  | $ | 38,242  |  |  |  |      |  
|Interest bearing demand    |  |        | 10,225  |      |  |        | 0.53 | %    |  |        | 9,615   |      |  |  | 0.96 | % |  |   | 8,949   |  |  |  | 1.12 | %
|Savings deposits           |  |        | 35,114  |      |  |        | 3.01 | %    |  |        | 34,239  |      |  |  | 3.85 | % |  |   | 32,123  |  |  |  | 3.51 | %
|Time deposits              |  |        | 46,705  |      |  |        | 5.31 | %    |  |        | 34,093  |      |  |  | 5.79 | % |  |   | 24,963  |  |  |  | 4.96 | %
|                           |  |        |         |      |  |        |      |      |  |        |         |      |  |  |      |   |  |   |         |  |  |  |      |  
|TOTAL                      |  | $      | 123,981 |      |  |        |      |      |  | $      | 112,448 |      |  |  |      |   |  | $ | 105,277 |  |  |  |      |  
|                           |  |        |         |      |  |        |      |      |  |        |         |      |  |  |      |   |  |   |         |  |  |  |      |  

Maturities of time certificates of deposits of $100,000 or more outstanding as
of December 31, 2001 are summarized as follows:

|                                |  |        |        | 
|------------------------------- |  | ------ | ------ | 
|(in thousands)                  |  | AMOUNT
|                                |  |       
|3 months or less                |  | $      | 20,848 | 
|Over 3 months through 6 months  |  |        | 13,039 | 
|Over 6 months through 12 months |  |        | 9,158  | 
|Over 12 months                  |  |        | 2,197  | 
|                                |  |        |        | 
|TOTAL                           |  | $      | 45,242 | 
|                                |  |        |        | 



Return on Equity and Assets

Information concerning return on equity and assets is included in Bancorps
Annual Report for 2001 at page 24 under the heading, Selected Consolidated
Financial Data, filed as Exhibit 13 of this report, and is incorporated herein
by reference.

12



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##### Table of Contents






ITEM 2. Properties

The Bank conducts business from three leased office locations: the main office
at 301 Eastlake Avenue East, northeast of downtown Seattle; the Lynnwood office
located at 2502 196th Street Southwest, Lynnwood, approximately 32
miles north of the Banks Seattle office; and the Bellevue office located at 110 110th Avenue
Northeast, Bellevue, Washington, approximately 20 miles to the east of Seattle.
The leased premises in Seattle include portions of the first two floors of a
five-story building, completed in 1973, that in 1983 underwent significant
remodeling and expansion.

The Seattle and Lynnwood offices are leased from PEMCO Mutual Insurance
Company, one of a number of other companies with which the Company shares
common services and support activities. See Note 18 to the Consolidated
Financial Statements at page 56-57 of Bancorps Annual Report for 2001. The
Company also leases the Bellevue office premises from another party under a
lease expiring May 31, 2011. Management expects to renew the commercial lease
agreements expiring March 31, 2002 concerning the Banks Seattle and Lynnwood
offices. Rent for all offices for the fiscal year 2001 was $587,000 per year.

Items of furniture, fixtures, and equipment are purchased as needed by the
Bank, or are leased under a master lease with rentals and terms agreed upon at
the time of leasing. The Bank is responsible for maintenance, repairs,
operating expenses, and insurance. Under the master lease, the Bank may cancel
individual equipment leases on thirty days notice after the initial, six-month
period. Upon termination, the Bank realizes any gain and is obligated for any
loss on disposition of the rental property over depreciated value under an
agreed upon formula.




ITEM 3. Legal Proceedings

Bancorp and the Bank from time to time may be parties to various legal
actions arising in the normal course of business. Management believes that
there is no proceeding threatened or pending against Bancorp or the Bank which,
if determined adversely, would have a material adverse effect on the
consolidated financial condition or results of operations of the Company.




ITEM 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders in the fourth quarter
of 2001.




PART II




ITEM 5. Market for the Registrants Common Equity and Related Stockholder
Matters

Bancorps Common Stock

Bancorps common stock is not traded on a national securities exchange or the
NASDAQ Stock Market. It is quoted on the OTC Bulletin Board under the symbol
EVGG. The stock was held by approximately 1,210 shareholders of record as of
December 31, 2001. The following

13



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##### Table of Contents



table sets out the high and low bid quotations as reported by Bloomberg Financial
Services, Inc., for each quarterly period during 2000-2001, and the cash
dividends paid. (Adjustments have been made for the three-for-two stock split
declared in July 2001.)

|               |  |          |      |      |  |     |       |          |  |      |       |      |  |  |      |  |  |  |       |  |  |  |       | 
|-------------- |  | -------- | ---- | ---- |  | --- | ----- | -------- |  | ---- | ----- | ---- |  |  | ---- |  |  |  | ----- |  |  |  | ----- | 
|               |  | 2001     |      | 2000
|               |  |          |      |     
|               |  | Cash     |      |      |  |     |       |          |  |      |       | Cash |  |  |      |  |  |  |       | 
|               |  | Dividend |      | High |  | Low |       | Dividend |  | High |       | Low 
|               |  |          |      |      |  |     |       |          |  |      |       |     
|First Quarter  |  |          | 0.18 |      |  |     | 15.25 |          |  |      | 14.50 |      |  |  | 0.15 |  |  |  | 14    |  |  |  | 13.67 | 
|Second Quarter |  |          |      |      |  |     | 15.40 |          |  |      | 14.50 |      |  |  |      |  |  |  | 16    |  |  |  | 13.67 | 
|Third Quarter  |  |          |      |      |  |     | 19    |          |  |      | 15    |      |  |  |      |  |  |  | 15.92 |  |  |  | 14.33 | 
|Fourth Quarter |  |          |      |      |  |     | 17    |          |  |      | 16.50 |      |  |  |      |  |  |  | 14.58 |  |  |  | 14.42 | 

Holders of common stock are entitled to receive such dividends as may be
declared by the Board of Directors from time to time and paid out of funds
legally available. Because the Companys consolidated net income consists
largely of the net income of the Bank, Bancorps ability to pay dividends
depends upon its receipt of dividends from the Bank. The Banks ability to pay
dividends is regulated by banking statutes. See Supervision and Regulation 
Dividends. The declaration of dividends by Bancorp is discretionary and
depends on Bancorps earnings and financial condition, regulatory limitations,
tax considerations and other factors. While the Board of Directors expects to
continue to declare dividends annually, there can be no assurance that
dividends will be paid in the future.




ITEM 6. Selected Consolidated Financial Data

The Selected Consolidated Financial Data required by this Item is included in
Bancorps Annual Report for 2001 under the heading
Selected Consolidated Financial Data at
page 24, filed as Exhibit 13 of this report, and is incorporated herein by
reference.




ITEM 7. Managements Discussion and Analysis of Financial Condition and
Result of Operations

The Managements Discussion and Analysis of Financial Condition and Result of
Operations is included in Bancorps Annual Report for 2001 at pages 25-35,
filed as Exhibit 13 of this report, and is incorporated herein by reference.




ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk

The discussion relating to the Quantitative and Qualitative Disclosures About
Market Risk is included in Bancorps Annual Report for 2001 at page 32 under
the heading, Interest Rate Risk, filed as Exhibit 13 of this report, and is
incorporated herein by reference.

14



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##### Table of Contents






ITEM 8. Financial Statements and Supplemental Data

See Index to Consolidated Financial Statements on page 18 of this report.
The Financial Statements and Supplemental Data required by this Item are
included in Bancorps Annual Report for 2001, filed as Exhibit 13 of this
report, and are incorporated herein by reference.




ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None.




PART III




ITEM 10. Directors and Executive Officers of EvergreenBancorp, Inc.

Information regarding directors of Bancorp is included in Bancorps Proxy
Statement for its 2002 Annual Meeting of Stockholders (the Proxy Statement)
under the heading Information with Respect to Nominees, Executive Officers
and Management, and Compliance with Section 16(a) Filing Requirements and is
incorporated herein by reference. References within the Proxy Statement to
the Company refer only to Bancorp.




ITEM 11. Executive Compensation

Information concerning compensation of executive officers and directors is
included in Bancorps Proxy Statement under the headings Meetings and
Committees of the Board of Directors and Executive Compensation and is
incorporated herein by reference.




ITEM 12. Security Ownership of Certain Beneficial Owners and Management

Information regarding security ownership of certain beneficial owners and
management is included in Bancorps Proxy Statement under the headings
Information with Respect to Nominees and Security Ownership of Certain
Beneficial Owners and Management and is incorporated herein by reference.




ITEM 13. Certain Relationships and Related Transactions

Information regarding certain relationships and related transactions is
included in Bancorps Proxy Statement under the headings entitled Information
with Respect to Nominees and Transactions with Management and is
incorporated herein by reference.




PART IV




ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)(1) FINANCIAL STATEMENTS

15



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##### Table of Contents



Financial statements required by this item are listed in the accompanying Index
to Consolidated Financial Statements on page 18 of this report.

(a)(2) FINANCIAL STATEMENT SCHEDULES

All financial statement schedules are omitted because they are not applicable
or not required, or because the required information is included in the
consolidated financial statements or the notes thereto.

(b)  REPORTS ON FORM 8-K

Bancorp did not file any reports on Form 8-K during the last quarter of the
fiscal year ended December 31, 2001.

(c)  EXHIBITS

|            |  |                                                                                                                                                                                                                                                                                          
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                              
|            |  |                                                                                                                                                                                                                                                                                          
|3.1         |  | Restated Articles of Incorporation                                                                                                                                                                                                                                                       
|3.2         |  | Bylaws                                                                                                                                                                                                                                                                                   
|10.1        |  | 2000 Stock Option Plan                                                                                                                                                                                                                                                                   
|10.2        |  | Executive Deferred Compensation Plan                                                                                                                                                                                                                                                     
|10.3        |  | Directors Deferred Compensation Plan                                                                                                                                                                                                                                                    
|13          |  | Selected Consolidated Financial Data; Managements Discussion and
Analysis and Result of Operations; Report of Independent Auditors; Quantitative and Qualitative
Disclosure About Market Risk and Audited Financial Statements,
which are part of the 2001 Annual Report to Shareholders
|21          |  | Subsidiaries of the Registrant                                                                                                                                                                                                                                                           
|23          |  | Independent Auditors Consent                                                                                                                                                                                                                                                            

16



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized on this 21st day of March,
2002.

| |                               |                                                      
| | ----------------------------- | -----------------------------------------------------
| | EVERGREENBANCORP, INC.       
| |                               |                                                      
| |                               |                                                      
| | BY:      /s/
Gerald O. Hatler
| |                               | Gerald O. HatlerPresident and Chief Executive Officer
| |                              
| |                              

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities indicated and on the 21st day of March, 2002.

|                                                    |  |                                                                                              
|--------------------------------------------------- |  | ---------------------------------------------------------------------------------------------
|Executive Officers                                  |  |                                                                                              
|                                                    |  |                                                                                              
|                                                    |  |                                                                                              
|/s/ Gerald O. Hatler
        Gerald O. Hatler       |  | President, Chief Executive
        Officer and Director
        (Principal Executive Officer)
|                                                    |  |                                                                                              
|/s/ William G. Filer II
        William G. Filer II |  | Sr. Vice President and Chief
        Financial Officer
        (Principal Accounting Officer)
|                                                    |  |                                                                                              
|                                                    |  |                                                                                              
|Remaining Directors                                 |  |                                                                                              
|                                                   
|/s/ Marceline Duncan
        Marceline Duncan       |  | /s/ Carole J. Grisham 
        Carole J. Grisham                                             
|                                                   
|                                                   
|                                                   
|/s/ Richard W. Baldwin
        Richard W. Baldwin   |  | /s/ Robert W. Howisey
        Robert W. Howisey                                              
|                                                   
|                                                   
|                                                   
|/s/ C. Don Filer
        C. Don Filer               |  | /s/ Stan W. McNaughton
        Stan W. McNaughton                                            
|                                                   
|                                                   
|                                                   
|/s/ J. Thomas Handy
        J. Thomas Handy         |  | /s/ Gladys M. Perry
        Gladys M. Perry                                                  
|                                                   
|                                                   

17



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##### Table of Contents



EVERGREENBANCORP, INC.
Index to Consolidated Financial Statements

(Item 14(a))

The following documents are included in the Bancorps 2001 Annual Report to
Stockholders and are incorporated herein by reference from Exhibit 13 to this
report.

|                                                         |                                                 |  |               |    | 
|-------------------------------------------------------- | ----------------------------------------------- |  | ------------- | -- | 
|                                                         |                                                 |  | Annual Report
|                                                         |                                                 |  | Page         
|                                                         |                                                 |  |              
|Report of Independent Auditors                           |                                                 |  | 36            |   
|Consolidated Balance Sheets, December 31, 2001, and 2000 |                                                 |  | 37            |   
|For the Years Ended December 31, 2001, 2000, and 1999    |                                                 |  |               |   
|                                                         | Consolidated Statements of Income               |  |               | 38 | 
|                                                         | Consolidated Statements of Stockholders Equity |  |               | 39 | 
|                                                         | Consolidated Statements of Cash Flows           |  |               | 40 | 
|Notes to Financial Statements                            |                                                 |  | 41-61         |   

18