##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM 10-Q

|        |  |                                                                                        
|------- |  | ---------------------------------------------------------------------------------------
|(X Box) |  | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|       
|        |  | For the quarterly period ended March 31, 2002                                          
|       
|(Box)   |  | Transition Report Under Section 13 or 15(d) of the Exchange Act                        
|       
|        |  | For the transition period from 
to                                                     

Commission File No. 000-32915

EVERGREENBANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)

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

301 Eastlake Avenue East
Seattle, Washington 98109-5407
(Address of Principal Executive Offices) (Zip Code)

(206) 628-4250
(Registrants Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes (X Box)      No (Box)

Indicate the number of shares outstanding of each of the issuers classes
of common stock, as of the latest practicable date:

Common Stock, no par value, outstanding as of March 31, 2002: 934,817 shares
No Preferred stock were issued or outstanding.





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TABLE OF CONTENTS



|                                                |                                                                                               |  |  |  |  |  |  | 
|----------------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|                                                | PART I  FINANCIAL INFORMATION                                                               
|                                                | Item 1. Financial Statements.                                                                
|Consolidated statements of condition           
|Consolidated statements of income              
|Consolidated Statements of Stockholders Equity
|Consolidated statements of cash flows          
|                                                | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                                | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|PART II  OTHER INFORMATION                    
|                                                | ITEM 1. LEGAL PROCEEDINGS                                                                    
|                                                | ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                                            
|                                                | ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                                      
|                                                | ITEM 5. OTHER INFORMATION                                                                    
|                                                | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURES                                     
|EXHIBIT INDEX                                  
|EXHIBIT 10.1                                   
|EXHIBIT 10.2                                   



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##### Table of Contents



PART I
FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements.

The following financial statements are presented for the registrant,
EvergreenBancorp, Inc.



| |  | Balance Sheets  March 31, 2002 and December 31, 2001.                                                    
| |  | ----------------------------------------------------------------------------------------------------------
|
| |  | Statements of Income  For the three-month periods ended
March 31, 2002 and 2001.                         
|
| |  | Statements of Changes in
stockholders Equity  For the three-month
periods ended March 31, 2002 and 2001.
|
| |  | Statements of Cash Flows  For the three-month periods ended March 31,
2002 and 2001.                     
|
| |  | Notes to consolidated
financial statements.                                                               

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

PART II
OTHER INFORMATION

Item 1. Legal Proceedings.

Item 2. Changes in Securities and Use of Proceeds.

Item 3. Defaults Upon Senior Securities.

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

Item 5. Other Information.

Item 6. Exhibits and Reports on Form 8-K.



| | (a) |  | Exhibits           
| | --- |  | -------------------
|
| | (b) |  | Reports on Form 8-K

1



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##### Table of Contents









PART I  CONSOLIDATED FINANCIAL INFORMATION







Item 1. Financial Statements

EvergreenBancorp, Inc. and Subsidiary







Consolidated Statements of Condition

March 31, 2002 and December 31, 2001
(in thousands)
(Unaudited)


|                                                                           |                                                     |                                                                     |         |           |         |              |         |         |         | 
|-------------------------------------------------------------------------- | --------------------------------------------------- | ------------------------------------------------------------------- | ------- | --------- | ------- | ------------ | ------- | ------- | ------- | 
|                                                                           |                                                     |                                                                     |         | March 31, |         | December 31,
|                                                                           |                                                     |                                                                     |         | 2002      |         | 2001        
|                                                                           |                                                     |                                                                     |         |           |         |             
|ASSETS                                                                     |                                                     |                                                                     |         |           |         |              |         |        
|Cash and cash equivalents:                                                 |                                                     |                                                                     |         |           |         |              |         |        
|                                                                           | Cash and due from banks                             |                                                                     | $       | 7,553     |         |              | $       | 9,319   |        
|                                                                           | Interest-bearing deposits in financial institutions |                                                                     |         | 1,895     |         |              |         | 1,547   |        
|Federal funds sold                                                         |                                                     |                                                                     | 21,100  |           |         |              | 6,300   |        
|                                                                           |                                                     |                                                                     |         |           |         |              |         |        
|                                                                           |                                                     | Cash and cash equivalents                                           |         |           | 30,548  |              |         |         | 17,166  | 
|                                                                           |                                                     |                                                                     |         |           |         |              |         |        
|Investment securities:                                                     |                                                     |                                                                     |         |           |         |              |         |        
|                                                                           | Available for sale                                  |                                                                     |         | 15,265    |         |              |         | 15,214  |        
|                                                                           |                                                     |                                                                     |         |           |         |              |         |        
|                                                                           |                                                     | Total investment securities                                         |         |           | 15,265  |              |         |         | 15,214  | 
|                                                                           |                                                     |                                                                     |         |           |         |              |         |        
|Loans                                                                      |                                                     |                                                                     | 121,876 |           |         |              | 122,219 |        
|                                                                           | Less allowance for loan losses                      |                                                                     |         | (1,613    | )       |              |         | (1,498  | )      
|                                                                           |                                                     |                                                                     |         |           |         |              |         |        
|                                                                           | Net loans                                           |                                                                     |         | 120,263   |         |              |         | 120,721 |        
|                                                                           |                                                     |                                                                     |         |           |         |              |         |        
|Premises and equipment                                                     |                                                     |                                                                     | 1,888   |           |         |              | 1,925   |        
|Accrued income and other assets                                            |                                                     |                                                                     | 1,440   |           |         |              | 1,339   |        
|                                                                           |                                                     |                                                                     |         |           |         |              |         |        
|TOTAL ASSETS                                                               |                                                     | $                                                                   | 169,404 |           |         | $            | 156,365 |        
|                                                                           |                                                     |                                                                     |         |           |         |              |         |        
|LIABILITIES                                                                |                                                     |                                                                     |         |           |         |              |         |        
|Deposits:                                                                  |                                                     |                                                                     |         |           |         |              |         |        
|                                                                           | Noninterest bearing                                 |                                                                     | $       | 33,848    |         |              | $       | 38,233  |        
|                                                                           | Interest bearing                                    |                                                                     |         | 106,753   |         |              |         | 92,111  |        
|                                                                           |                                                     |                                                                     |         |           |         |              |         |        
|                                                                           |                                                     | Total Deposits                                                      |         |           | 140,601 |              |         |         | 130,344 | 
|                                                                          
|Federal funds purchased and securities sold under
agreements to repurchase |                                                     |                                                                     | 7,951   |           |         |              | 5,597   |        
|Federal Home Loan Bank advances                                            |                                                     |                                                                     | 4,355   |           |         |              | 4,005   |        
|Accrued expenses and other liabilities                                     |                                                     |                                                                     | 1,650   |           |         |              | 1,681   |        
|                                                                           |                                                     |                                                                     |         |           |         |              |         |        
|TOTAL LIABILITIES                                                          |                                                     | $                                                                   | 154,557 |           |         | $            | 141,627 |        
|                                                                           |                                                     |                                                                     |         |           |         |              |         |        
|STOCKHOLDERS EQUITY                                                       |                                                     |                                                                     |         |           |         |              |         |        
|Preferred stock: No par value; 100,000 shares authorized;                  |                                                     |                                                                     |         |           |         |              |         |        
|                                                                           |                                                     | issued and outstanding  none                                       |         |           | 0       |              |         |         | 0       | 
|Common stock and surplus: No par value;                                    |                                                     |                                                                     |         |           |         |              |         |        
|                                                                           |                                                     | 15,000,000 shares authorized; 934,817 shares issued
and outstanding |         |           | 11,485  |              |         |         | 11,485  | 
|Retained earnings                                                          |                                                     |                                                                     | 3,331   |           |         |              | 3,198   |        
|Accumulated other comprehensive income(loss)                               |                                                     |                                                                     | 31      |           |         |              | 55      |        
|                                                                           |                                                     |                                                                     |         |           |         |              |         |        
|TOTAL STOCKHOLDERS EQUITY                                                 |                                                     |                                                                     | 14,847  |           |         |              | 14,738  |        
|                                                                           |                                                     |                                                                     |         |           |         |              |         |        
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                 |                                                     | $                                                                   | 169,404 |           |         | $            | 156,365 |        
|                                                                           |                                                     |                                                                     |         |           |         |              |         |        

See accompanying notes to consolidated financial statements.

2



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EvergreenBancorp, Inc. and Subsidiary




Consolidated Statements of Income

Three-month periods ended March 31, 2002 and 2001
(in thousands, except per share data)
(unaudited)


|                                                                           |                    |   |                                                     |     |                              |       |           |     |  |       | 
|-------------------------------------------------------------------------- | ------------------ | - | --------------------------------------------------- | --- | ---------------------------- | ----- | --------- | --- |  | ----- | 
|                                                                           |                    |   |                                                     |     | Three months ended March 31,
|                                                                           |                    |   |                                                     |     |                             
|                                                                           |                    |   |                                                     |     | 2002                         |       | 2001     
|                                                                           |                    |   |                                                     |     |                              |       |          
|INTEREST AND DIVIDEND INCOME:                                              |                    |   |                                                     |     |                              |       |           |    
|Loans, including fees                                                      |                    | $ | 2,515                                               |     |                              | $     | 2,716     |    
|Federal funds sold and other                                               |                    |   | 49                                                  |     |                              |       | 109       |    
|Investment securities:                                                     |                    |   |                                                     |     |                              |       |           |    
|                                                                           | Held to maturity   |   |                                                     | 0   |                              |       |           | 40  | 
|                                                                           | Available for sale |   |                                                     | 147 |                              |       |           | 122 | 
|                                                                           |                    |   |                                                     |     |                              |       |           |    
|                                                                           |                    |   | TOTAL INTEREST AND DIVIDEND INCOME                  |     |                              | 2,711 |           |     |  | 2,987 | 
|                                                                           |                    |   |                                                     |     |                              |       |           |    
|INTEREST EXPENSE:                                                          |                    |   |                                                     |     |                              |       |           |    
|Deposits                                                                   |                    |   | 587                                                 |     |                              |       | 1,001     |    
|Federal funds purchased and securities
sold under agreements to repurchase |                    |   | 18                                                  |     |                              |       | 94        |    
|Advances from Federal Home Loan Bank                                       |                    |   | 63                                                  |     |                              |       | 31        |    
|                                                                           |                    |   |                                                     |     |                              |       |           |    
|                                                                           |                    |   | TOTAL INTEREST EXPENSE                              |     |                              | 668   |           |     |  | 1,126 | 
|                                                                           |                    |   |                                                     |     |                              |       |           |    
|                                                                           |                    |   | NET INTEREST INCOME                                 |     |                              | 2,043 |           |     |  | 1,861 | 
|Provision for loan losses                                                  |                    |   | 89                                                  |     |                              |       | 150       |    
|                                                                           |                    |   |                                                     |     |                              |       |           |    
|                                                                           |                    |   | NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES |     |                              | 1,954 |           |     |  | 1,711 | 
|                                                                           |                    |   |                                                     |     |                              |       |           |    
|NONINTEREST INCOME:                                                        |                    |   |                                                     |     |                              |       |           |    
|Service charges on deposit accounts                                        |                    |   | 167                                                 |     |                              |       | 200       |    
|Merchant credit card processing                                            |                    |   | 286                                                 |     |                              |       | 276       |    
|Gain on sale of loans and available-for-sale securities                    |                    |   | 0                                                   |     |                              |       | 19        |    
|Other noninterest income                                                   |                    |   | 139                                                 |     |                              |       | 298       |    
|                                                                           |                    |   |                                                     |     |                              |       |           |    
|                                                                           |                    |   | TOTAL NONINTEREST INCOME                            |     |                              | 592   |           |     |  | 793   | 
|                                                                           |                    |   |                                                     |     |                              |       |           |    
|NONINTEREST EXPENSE                                                        |                    |   |                                                     |     |                              |       |           |    
|Salaries and employee benefits                                             |                    |   | 969                                                 |     |                              |       | 946       |    
|Merchant credit card processing                                            |                    |   | 242                                                 |     |                              |       | 230       |    
|Occupance and equipment                                                    |                    |   | 297                                                 |     |                              |       | 245       |    
|Other noninterest expense                                                  |                    |   | 593                                                 |     |                              |       | 576       |    
|                                                                           |                    |   |                                                     |     |                              |       |           |    
|                                                                           |                    |   | TOTAL NONINTEREST EXPENSE                           |     |                              | 2,101 |           |     |  | 1,997 | 
|                                                                           |                    |   |                                                     |     |                              |       |           |    
|INCOME BEFORE INCOME TAX EXPENSE                                           |                    |   | 445                                                 |     |                              |       | 507       |    
|                                                                          
|INCOME TAX EXPENSE                                                         |                    |   | 144                                                 |     |                              |       | 169       |    
|                                                                           |                    |   |                                                     |     |                              |       |           |    
|NET INCOME                                                                 |                    | $ | 301                                                 |     |                              | $     | 338       |    
|                                                                           |                    |   |                                                     |     |                              |       |           |    
|                                                                          
|Basic earnings per share of common stock*                                  |                    | $ | 0.32                                                |     |                              | $     | 0.34      |    
|Weighted average number of common stock outstanding-basic*                 |                    |   | 934,817                                             |     |                              |       | 995,193   |    
|Diluted earnings per share of common stock*                                |                    | $ | 0.30                                                |     |                              | $     | 0.33      |    
|Shares outstanding and assumed conversions-diluted*                        |                    |   | 989,385                                             |     |                              |       | 1,033,818 |    

*  Retroactively adjusted
for the shares issued pursuant to the 2001 three-for-two stock split.

See accompanying notes to consolidated financial statements.

3



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EvergreenBancorp, Inc and Subsidiary




Consolidated Statements of Stockholders Equity

For the three-month periods ended March 31, 2002 and 2001
(in thousands, except shares)
(unaudited)

|                                                             |                                                                                                     |                                         |                                                                                                               |  |              |   |              |  |              |   |         |   |          |   |               |  |               |   |       |     |      |   |             |     |       |     |        |     |      |     |  
|------------------------------------------------------------ | --------------------------------------------------------------------------------------------------- | --------------------------------------- | ------------------------------------------------------------------------------------------------------------- |  | ------------ | - | ------------ |  | ------------ | - | ------- | - | -------- | - | ------------- |  | ------------- | - | ----- | --- | ---- | - | ----------- | --- | ----- | --- | ------ | --- | ---- | --- | -
|                                                             |                                                                                                     |                                         |                                                                                                               |  |              |   |              |  |              |   |         |   |          |   |               |  |               |   |       |     |      |   | Accumulated |     |       |     |       
|                                                             |                                                                                                     |                                         |                                                                                                               |  |              |   |              |  |              |   |         |   |          |   |               |  |               |   |       |     |      |   | Other       |     | Total
|                                                             |                                                                                                     |                                         |                                                                                                               |  | Common Stock |   | Common stock |  | Common stock |   |         |   | Retained |   | Comprehensive |  | Stockholders'
|                                                             |                                                                                                     |                                         |                                                                                                               |  | Shares       |   | and surplus  |  | Par Value    |   | Surplus |   | Earnings |   | Income (loss) |  | Equity       
|                                                             |                                                                                                     |                                         |                                                                                                               |  |              |   |              |  |              |   |         |   |          |   |               |  |              
|Balance at January 01, 2001                                  |                                                                                                     |                                         | 663,462                                                                                                       |  |              |   |              |  |              | $ | 6,634   |   |          | $ | 5,838         |  |               | $ | 2,124 |     |      |   | ($19        | )   |       | $   | 14,577 |    
|                                                             |                                                                                                     |                                         |                                                                                                               |  |              |   |              |  |              |   |         |   |          |   |               |  |               |   |       |     |      |   |             |     |       |     |        |    
|Comprehensive income                                         |                                                                                                     |                                         |                                                                                                               |  |              |   |              |  |              |   |         |   |          |   |               |  |               |   |       |     |      |   |             |     |       |     |        |    
|                                                             | Net income                                                                                          |                                         |                                                                                                               |  |              |   |              |  |              |   |         |   |          |   |               |  |               |   |       | 338 |      |   |             |     |       |     |        | 338 |     
|                                                             | Other comprehensive income,
net of tax:                                                             |                                         |                                                                                                               |  |              |   |              |  |              |   |         |   |          |   |               |  |               |   |       |     |      |   |             |     |       |     |        |     |     
|                                                             | Change in unrealized gain(loss) on
securities available for sale, net of
deferred income tax of $37 |                                         |                                                                                                               |  |              |   |              |  |              |   |         |   |          |   |               |  |               |   |       |     |      |   |             | 72  |       |     |        |     |     
|                                                             | Reclassification adjustments included
in net income, net of deferred tax of $(6)                    |                                         |                                                                                                               |  |              |   |              |  |              |   |         |   |          |   |               |  |               |   |       |     |      |   |             | (13 | )     |     |        | 59  |     
|                                                             |                                                                                                     |                                         |                                                                                                               |  |              |   |              |  |              |   |         |   |          |   |               |  |               |   |       |     |      |   |             |     |       |     |        |    
|Total comprehensive income                                   |                                                                                                     |                                         |                                                                                                               |  |              |   |              |  |              |   |         |   |          |   |               |  |               |   |       |     |      |   |             |     |       | $   | 397    |    
|Change in par value of common stock from
$10 to $1 par value |                                                                                                     |                                         |                                                                                                               |  |              |   |              |  |              |   | (5,971  | ) |          |   | 5,971         |  |               |   |       |     |      |   |             |     |       |     |        |    
|Cash dividends paid ($.167 per share)*                       |                                                                                                     |                                         |                                                                                                               |  |              |   |              |  |              |   |         |   |          |   |               |  |               |   | (166  | )   |      |   |             |     |       |     | (166   | )  
|                                                             |                                                                                                     |                                         |                                                                                                               |  |              |   |              |  |              |   |         |   |          |   |               |  |               |   |       |     |      |   |             |     |       |     |        |    
|                                                            
|Balance at March 31, 2001                                    |                                                                                                     |                                         | 663,462                                                                                                       |  |              |   |              |  |              | $ | 663     |   |          | $ | 11,809        |  |               | $ | 2,296 |     |      | $ | 40          |     |       | $   | 14,808 |    
|                                                             |                                                                                                     |                                         |                                                                                                               |  |              |   |              |  |              |   |         |   |          |   |               |  |               |   |       |     |      |   |             |     |       |     |        |    
|                                                            
|                                                            
|Balance at January 1, 2002                                   |                                                                                                     |                                         | 934,817                                                                                                       |  |              | $ | 11,485       |  |              | $ | 0       |   |          | $ | 0             |  |               | $ | 3,198 |     |      | $ | 55          |     |       | $   | 14,738 |    
|                                                             |                                                                                                     |                                         |                                                                                                               |  |              |   |              |  |              |   |         |   |          |   |               |  |               |   |       |     |      |   |             |     |       |     |        |    
|Comprehensive income                                         |                                                                                                     |                                         |                                                                                                               |  |              |   |              |  |              |   |         |   |          |   |               |  |               |   |       |     |      |   |             |     |       |     |        |    
|                                                             |                                                                                                     | Net income                              |                                                                                                               |  |              |   |              |  |              |   |         |   |          |   |               |  |               |   |       |     | 301  |   |             |     |       |     |        |     | 301  |    
|                                                             |                                                                                                     | Other comprehensive income,
net of tax: |                                                                                                               |  |              |   |              |  |              |   |         |   |          |   |               |  |               |   |       |     |      |   |             |     |       |     |        |     |      |    
|                                                             |                                                                                                     |                                         | Change in unrealized gain(loss) on
securities available for sale, net of
deferred income tax benefit of $(10) |  |              |   |              |  |              |   |         |   |          |   |               |  |               |   |       |     |      |   |             |     |       | (24 | )      |     |      | (24 | )
|                                                             |                                                                                                     |                                         |                                                                                                               |  |              |   |              |  |              |   |         |   |          |   |               |  |               |   |       |     |      |   |             |     |       |     |        |    
|                                                             |                                                                                                     | Total comprehensive income              |                                                                                                               |  |              |   |              |  |              |   |         |   |          |   |               |  |               |   |       |     |      |   |             |     |       |     |        |     | 277  |    
|                                                             |                                                                                                     | Cash dividends paid ($.18 per share)    |                                                                                                               |  |              |   |              |  |              |   |         |   |          |   |               |  |               |   |       |     | (168 | ) |             |     |       |     |        |     | (168 | )  
|                                                             |                                                                                                     |                                         |                                                                                                               |  |              |   |              |  |              |   |         |   |          |   |               |  |               |   |       |     |      |   |             |     |       |     |        |    
|Balance
at March 31, 2002                                    |                                                                                                     |                                         | 934,817                                                                                                       |  |              | $ | 11,485       |  |              | $ | 0       |   |          | $ | 0             |  |               | $ | 3,331 |     |      | $ | 31          |     |       | $   | 14,847 |    
|                                                             |                                                                                                     |                                         |                                                                                                               |  |              |   |              |  |              |   |         |   |          |   |               |  |               |   |       |     |      |   |             |     |       |     |        |    

*  Retroactively adjusted
for the shares issued pursuant to the 2001 three-for-two stock split.

See accompanying notes to consolidated financial statements.

4



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##### Table of Contents



EvergreenBancorp, Inc. and Subsidiary




Consolidated Statements of Cash Flows

Three-month periods ended March 31, 2002 and 2001
(in thousands)
(unaudited)

|                                                                                                      |                                                                              |   |        |        |      |   |        |        |  
|----------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------- | - | ------ | ------ | ---- | - | ------ | ------ | -
|                                                                                                      |                                                                              |   | 2002   |        | 2001
|                                                                                                      |                                                                              |   |        |        |     
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                                 |                                                                              |   |        |        |      |   |        |       
|Net Income                                                                                            |                                                                              | $ | 301    |        |      | $ | 338    |       
|Adjustments to reconcile net income to net cash
provided (used) by operating activities:              |                                                                              |   |        |        |      |   |        |       
|                                                                                                      | Depreciation and amortization                                                |   |        | 113    |      |   |        | 77     |  
|                                                                                                      | Provision for loan losses                                                    |   |        | 89     |      |   |        | 150    |  
|                                                                                                      | Net amortization of premium (accretion of discount)
on investment securities |   |        | 6      |      |   |        | 5      |  
|                                                                                                      | (Gain)/loss from sale of available-for-sale securities                       |   |        | 0      |      |   |        | (19    | )
|                                                                                                      | Federal Home Loan Bank stock dividend                                        |   |        | (18    | )    |   |        | (18    | )
|                                                                                                      | Other changes, net                                                           |   |        | (142   | )    |   |        | 284    |  
|                                                                                                      |                                                                              |   |        |        |      |   |        |       
|                                                                                                      | Net Cash provided (used) by operating activities                             |   |        | 349    |      |   |        | 817    |  
|                                                                                                      |                                                                              |   |        |        |      |   |        |       
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                                 |                                                                              |   |        |        |      |   |        |       
|Proceeds from maturities of held-to-maturity securities                                               |                                                                              |   | 0      |        |      |   | 30     |       
|Proceeds from sales/maturities of available-for-sale securities                                       |                                                                              |   | 30     |        |      |   | 4,019  |       
|Purchases of available-for-sale securities                                                            |                                                                              |   | (83    | )      |      |   |        |       
|Net (increase) decrease in loans                                                                      |                                                                              |   | 369    |        |      |   | (2,503 | )     
|Purchases of premises and equipment                                                                   |                                                                              |   | (76    | )      |      |   | (65    | )     
|                                                                                                      |                                                                              |   |        |        |      |   |        |       
|                                                                                                      | Net Cash provided (used) by investing activities                             |   |        | 240    |      |   |        | 1,481  |  
|                                                                                                      |                                                                              |   |        |        |      |   |        |       
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                                 |                                                                              |   |        |        |      |   |        |       
|Net increase (decrease) in noninterest bearing deposits                                               |                                                                              |   | (4,385 | )      |      |   | (6,995 | )     
|Net increase (decrease) in interest bearing deposits                                                  |                                                                              |   | 14,642 |        |      |   | 4,448  |       
|Net increase (decrease) in federal funds purchased and securities
sold under agreements to repurchase |                                                                              |   | 2,354  |        |      |   | 843    |       
|Advances from Federal Home Loan Bank                                                                  |                                                                              |   | 350    |        |      |   | 0      |       
|Dividends paid                                                                                        |                                                                              |   | (168   | )      |      |   | (166   | )     
|                                                                                                      |                                                                              |   |        |        |      |   |        |       
|                                                                                                      | Net cash provided (used) by financing activities                             |   |        | 12,793 |      |   |        | (1,870 | )
|                                                                                                      |                                                                              |   |        |        |      |   |        |       
|Net increase (decrease) in cash and cash equivalents                                                  |                                                                              |   | 13,382 |        |      |   | 428    |       
|                                                                                                     
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                                      |                                                                              |   | 17,166 |        |      |   | 22,415 |       
|                                                                                                      |                                                                              |   |        |        |      |   |        |       
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                            |                                                                              | $ | 30,548 |        |      | $ | 22,843 |       
|                                                                                                      |                                                                              |   |        |        |      |   |        |       
|Supplemental disclosures of cash flow information                                                    
|Interest Paid                                                                                         |                                                                              | $ | 814    |        |      | $ | 1,152  |       
|Income Taxes Paid                                                                                     |                                                                              |   | 0      |        |      | $ | 262    |       
|Total change in unrealized gains (losses)
on available-for-sale securities                            |                                                                              |   | (14    | )      |      |   | 109    |       

See accompanying notes to consolidated financial statements.

5



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##### Table of Contents



NOTES TO CONSOLIDATED INTERIM
FINANCIAL STATEMENTS
EVERGREENBANCORP, INC.

Quarterly period ended March 31, 2002
(UNAUDITED)

Basis of presentation:The accompanying unaudited consolidated financial
statements, which include the accounts of EvergreenBancorp, Inc. and its wholly
owned subsidiary, EvergreenBank, have been prepared in accordance with
accounting principles generally accepted in the United States of America for
interim financial information and with instructions to Form 10-Q. Accordingly,
they do not include all of the information and footnotes required for complete
financial statements. In the opinion of management, adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three months ended March 31, 2002 are
not necessarily indicative of the results for the year ending December 31,
2002. For additional information, refer to the financial statements and
footnotes for the year ended December 31, 2001, that was filed by
EvergreenBancorp, Inc. with the United States Securities and Exchange
Commission.

Organization:EvergreenBancorp, Inc.
(Bancorp) was formed February 9, 2001 and
is a Washington corporation chartered as a bank holding company. Bancorp holds
all of the issued and outstanding shares of EvergreenBank (the Bank). The
Bank is a Washington state chartered financial institution that engages in
general commercial and consumer banking operations. Deposits in the Bank are
insured by the Federal Deposit Insurance Corporation (the FDIC).

The Bank offers a broad spectrum of personal and business banking services,
including commercial, consumer and real estate lending. The Banks offices are
centered in the Puget Sound region in the Seattle, Lynnwood and Bellevue
communities.

Holding company information:The Bank became a wholly owned subsidiary of
Bancorp on June 20, 2001 in accordance with the Plan and Agreement of
Reorganization and Merger dated February 14, 2001 (the Plan), and provided
that each share of the Banks common stock be exchanged for an equal number of
shares of the common stock of Bancorp. The Plan also provided that the
reorganization be treated similarly to a pooling of interest for accounting
and financial reporting purposes. Accordingly, the capital accounts of the
Bank as of June 20, 2001 were carried forward, without change, as the capital
accounts of Bancorp.

Accounting:The accounting and reporting policies of Bancorp and the Bank,
collectively referred to as the Company, conform to accounting principles
generally accepted in the United States of America. The following is a
description of the more significant of these policies.

Principles of consolidation and use of estimates:The accompanying
consolidated financial statements include the combined accounts of Bancorp and
the Bank, for all periods reported. Significant intercompany balances and
transactions have been eliminated.

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##### Table of Contents



NOTES TO CONSOLIDATED INTERIM
FINANCIAL STATEMENTS  CONTINUED
EVERGREENBANCORP, INC.

Quarterly period ended March 31, 2002
(UNAUDITED)

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America and
with the general practices in the banking industry. The preparation of
financial statements in conformity with these principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities, including contingent amounts, at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Material
estimates particularly susceptible to possible changes in the near term relate
to the determination of the allowance for losses on loans, the carrying values
of securities, and deferred tax assets. An estimate of possible changes or
range of possible changes cannot be made related to these items.

Reclassifications:Certain items in prior periods financial statements have
been reclassified to conform with the current periods presentation. These
reclassifications did not change previously reported stockholders equity or
net income.

Parent company only financial information:The following table illustrates the
condensed balance sheet at March 31, 2002 and December 31, 2001, and the
related condensed statements of income and cash flows for the quarterly period
ended March 31, 2002 for EvergreenBancorp, Inc., without including the accounts
of its subsidiary, EvergreenBank:

|                                           |                             |                                        |        |           |        |              |        |        |        | 
|------------------------------------------ | --------------------------- | -------------------------------------- | ------ | --------- | ------ | ------------ | ------ | ------ | ------ | 
|Condensed balance sheets (in thousands):  
|                                          
|                                           |                             |                                        |        | MARCH 31, |        | DECEMBER 31,
|                                           |                             |                                        |        | 2002      |        | 2001        
|                                           |                             |                                        |        |           |        |             
|Assets:                                    |                             |                                        |        |           |        |              |        |       
|                                           | Due from EvergreenBank      |                                        | $      | 83        |        |              | $      | 83     |       
|                                           | Investment in EvergreenBank |                                        |        | 14,764    |        |              |        | 14,655 |       
|                                           |                             |                                        |        |           |        |              |        |       
|Total assets                               |                             | $                                      | 14,847 |           |        | $            | 14,738 |       
|                                           |                             |                                        |        |           |        |              |        |       
|Liabilities and stockholders equity:      |                             |                                        |        |           |        |              |        |       
|                                           | Stockholders equity:       |                                        |        |           |        |              |        |        |       
|                                           |                             | Preferred stock                        |        | $         |        |              |        | $      |        | 
|                                           |                             | Common stock and surplus               |        |           | 11,485 |              |        |        | 11,485 | 
|                                           |                             | Retained earnings                      |        |           | 3,331  |              |        |        | 3,198  | 
|                                           |                             | Accumulated other comprehensive income |        |           | 31     |              |        |        | 55     | 
|                                           |                             |                                        |        |           |        |              |        |       
|Total liabilities and stockholders equity |                             | $                                      | 14,847 |           |        | $            | 14,738 |       

|                                                           |                             |   |                |     | 
|---------------------------------------------------------- | --------------------------- | - | -------------- | --- | 
|Condensed statement of income(in thousands):              
|                                                          
|                                                           |                             |   | THREE MONTHS  
|                                                           |                             |   | ENDED         
|                                                           |                             |   | MARCH 31, 2002
|                                                           |                             |   |               
|Income:                                                    |                             |   |                |    
|                                                           | Dividend from EvergreenBank |   | $              | 168 | 
|                                                           |                             |   |                |    
|Income before equity in undistributed income
of subsidiary |                             |   | 168            |    
|Equity in undistributed income of subsidiary               |                             |   | 133            |    
|                                                           |                             |   |                |    
|Net income                                                 |                             | $ | 301            |    

7



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##### Table of Contents



NOTES TO CONSOLIDATED INTERIM
FINANCIAL STATEMENTS  CONTINUED
EVERGREENBANCORP, INC.

Quarterly period ended March 31, 2002
(UNAUDITED)

|                                                          |                                                                                   |                                              |      |                |      |  
|--------------------------------------------------------- | --------------------------------------------------------------------------------- | -------------------------------------------- | ---- | -------------- | ---- | -
|Condensed statement of cash flows(in thousands):         
|                                                         
|                                                          |                                                                                   |                                              |      | THREE MONTHS  
|                                                          |                                                                                   |                                              |      | ENDED         
|                                                          |                                                                                   |                                              |      | MARCH 31, 2002
|                                                          |                                                                                   |                                              |      |               
|Cash flows from operating activities:                     |                                                                                   |                                              |      |               
|                                                          | Net income                                                                        |                                              | $    | 301            |     
|                                                          | Adjustments to reconcile net income to net cash
provided by operating activities: |                                              |      |                |     
|                                                          |                                                                                   | Equity in undistributed income of subsidiary |      |                | (133 | )
|                                                          |                                                                                   |                                              |      |               
|Net cash provided by operating activities                 |                                                                                   |                                              | 168  |               
|                                                          |                                                                                   |                                              |      |               
|Cash flows from financing activities:                     |                                                                                   |                                              |      |               
|                                                          | Dividends paid                                                                    |                                              |      | (168           | )   
|                                                          |                                                                                   |                                              |      |               
|Net cash provided (used) by financing activities          |                                                                                   |                                              | (168 | )             
|                                                          |                                                                                   |                                              |      |               
|Net increase in cash                                      |                                                                                   |                                              | 0    |               
|Cash on deposit with EvergreenBank at beginning of
period |                                                                                   |                                              | 83   |               
|                                                          |                                                                                   |                                              |      |               
|Cash on deposit with EvergreenBank at end of period       |                                                                                   | $                                            | 83   |               

8



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##### Table of Contents






Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

The following discussion contains a review of the consolidated operating
results and financial condition of EvergreenBancorp, Inc. (Bancorp) and its
wholly-owned subsidiary EvergreenBank (the Bank), collectively referred to as
the Company, for the first quarter of 2002. This discussion should be read in
conjunction with the unaudited consolidated financial statements and
accompanying notes contained elsewhere in this report. When warranted,
comparisons are made to the same period in 2001 and to the previous year ended
December 31, 2001. For additional information, refer to the consolidated
financial statements and footnotes of EvergreenBancorp, Inc. for the year ended
December 31, 2001.

RESULTS OF OPERATIONS

Net Income

The Company reported net income of $301,000 for the first quarter of 2002,
compared to $338,000 for the first quarter of 2001, a reduction of 10.95
percent. Earnings per basic common share were $0.32 for the first quarter of
2002 compared to $0.34 for the first quarter of 2001. The results from first
quarter of 2001 included two nonrecurring items which impacted the
results: additional revenue of $143,000 from the repurchase of shares in an ATM
electronic services provider, offset by expense of $50,000 associated with the
formation of EvergreenBancorp, Inc. Return on average assets was 0.76 percent
for the first quarter of 2002 and 0.95 percent for the first quarter of 2001.
Return on average common equity was 8.18 percent for the first quarter of 2002
and 9.18 percent for the first quarter of 2001.

Net Interest Income

Net interest income was $2,043,000 for the first quarter of 2002, compared to
$1,861,000 for the same quarter a year ago, an increase of 9.78 percent. The
increase in the net interest income for the first quarter was primarily due to
increased lending activity and an improved mix of earning assets.

Interest income for the three months ended March 31, 2002 was $2,711,000
compared to $2,987,000 for the three months ended March 31, 2001, a decrease of
$276,000 or 9.24 percent. This decrease was primarily the result of falling interest
rates offset by growth in loan volume. Average loans outstanding for the three
months ended March 31, 2002 were $6,918,000 higher than the three months ended
March 31, 2001.

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##### Table of Contents



Interest expense for the three months ended March 31, 2002 was $668,000
compared to $1,126,000 for the three months ended March 31, 2001, a decrease of
$458,000 or 40.67 percent. The decrease was primarily the result of falling
interest rates during 2001 and a higher percentage mix of lower cost
deposits.

Noninterest Income/Expense

Noninterest income in the first quarter of 2002 was $592,000 compared to
$793,000 in the same quarter of 2001, a reduction of $201,000 or 25.35 percent.
Last years results included additional revenue of $143,000 resulting from the
repurchase of our share in a company that provides ATM electronic services.

Noninterest expense was $2,101,000 in the first quarter of 2002, compared to
$1,997,000 in the same quarter of 2001, an increase of $104,000 or 5.21
percent. The increase was mostly due to increased costs, including premises
and equipment, associated with opening a new office in 2001.

Allowance for Loan Losses

The allowance for loan losses is maintained at a level considered adequate by
management to absorb estimated losses over the life of the portfolio.

Management periodically evaluates the adequacy of the allowance based upon a
number of factors, including the volume and composition of the loan portfolio,
potential impairment of individual loans and concentrations of credit,
estimated value of underlying collateral, past loss experience, current
economic conditions, loan commitments outstanding and other factors.

The following table sets forth the changes in the Companys allowance for loan
losses at the dates indicated.

|                                     |  |                             |           |      |  |   |           |  
|------------------------------------ |  | --------------------------- | --------- | ---- |  | - | --------- | -
|                                     |  | Three months ended March 31
|                                     |  |                            
|                                     |  | 2002                        |           | 2001
|                                    
|Balance at beginning of period       |  | $                           | 1,498,000 |      |  | $ | 1,323,000 |  
|                                    
|                                    
|                                    
|                                    
|Provision for possible credit losses |  |                             | 89,000    |      |  |   | 150,000   |  
|                                    
|                                    
|                                    
|                                    
|Charge-offs                          |  |                             | (8,000    | )    |  |   | (10,000   | )
|                                    
|                                    
|                                    
|                                    
|Recoveries                           |  |                             | 34,000    |      |  |   | 1,000     |  
|                                    
|                                    
|                                    
|                                    
|                                     |  |                             |           |      |  |   |           |  
|                                    
|                                    
|                                    
|                                    
|Net Recoveries (Charge-offs)         |  |                             | 26,000    |      |  |   | (9,000    | )
|                                    
|                                    
|                                    
|                                    
|                                     |  |                             |           |      |  |   |           |  
|                                    
|Balance at end of period             |  | $                           | 1,613,000 |      |  | $ | 1,464,000 |  
|                                    

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##### Table of Contents



At March 31, 2002, the allowance for loan losses stood at $1,613,000 compared
to $1,498,000 at December 31, 2001, and $1,464,000 at March 31, 2001. The
ratio of the allowance to total loans outstanding was 1.32 percent, 1.23
percent and 1.27 percent, respectively at March 31, 2002, December 31, 2001, and
March 31, 2001.

Non-performing Assets and Foreclosed Real Estate

Non-performing assets totaled $975,000 at March 31, 2002. This represented 0.8
percent of total loans and foreclosed real estate compared to $1,155,000 or
0.95 percent at December 31, 2001, and $661,000 or 0.58 percent at March 31,
2001.

|                                        |  |           |     |              |  |           |       |  |  |  |     | 
|--------------------------------------- |  | --------- | --- | ------------ |  | --------- | ----- |  |  |  | --- | 
|                                       
|Analysis of Non-Performing Assets       |  | March 31, |     | December 31, |  | March 31,
|(in thousands)                          |  | 2002      |     | 2001         |  | 2001     
|                                       
|Accruing Loans past
due 90 days or more |  |           | 488 |              |  |           | 602   |  |  |  | 288 | 
|                                       
|                                       
|                                       
|                                       
|                                        |  |           |     |              |  |           |       |  |  |  |     | 
|                                       
|                                       
|                                       
|                                       
|Non-accrual loans                       |  |           | 487 |              |  |           | 553   |  |  |  | 373 | 
|                                       
|                                       
|                                       
|                                       
|                                        |  |           |     |              |  |           |       |  |  |  |     | 
|                                       
|                                       
|                                       
|                                       
|Foreclosed real estate                  |  |           | 0   |              |  |           | 0     |  |  |  | 0   | 
|                                       
|                                       
|                                       
|                                       
|                                        |  |           |     |              |  |           |       |  |  |  |     | 
|                                       
|Total                                   |  |           | 975 |              |  |           | 1,155 |  |  |  | 661 | 

Income Taxes

Accrued income taxes applicable to income for the three-month period ended
March 31, 2002 were $144,000 compared to $169,000 for the same period in 2001.
Pretax income for the three months ended March 31, 2002 totaling $445,000 was
down $62,000 from the $507,000 for the three months ended March 31, 2001. The
effective tax rates for these periods were 32.35 percent and
33.33 percent,
respectively.

11



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##### Table of Contents



FINANCIAL CONDITION

Loans and Investments

At March 31, 2002, loans totaled $121,876,000, a reduction of $343,000 or 0.28
percent over December 31, 2001 and an increase of $6,324,000 or 5.47 percent
over the level reported at March 31, 2001. At March 31, 2002, the Bank had
$89,581,000 in loans secured by real estate. The collectibility of a
substantial portion of the loan portfolio is susceptible to changes in economic
and market conditions in the region. The Bank generally requires collateral on
all real estate exposures and typically maintains loan-to-value ratios of no
greater than 80 percent.

Types of Loans

The major classifications of loans net of unearned income in the Banks
portfolio at March 31, 2002 and December 31, 2001 were:

|                   |                        |      |         |        |  |   |         |        | 
|------------------ | ---------------------- | ---- | ------- | ------ |  | - | ------- | ------ | 
|(in thousands)     |                        | 2002 |         | 2001  
|                  
|Commercial         |                        | $    | 52,308  |        |  | $ | 53,791  |       
|                  
|                  
|                  
|                  
|Real estate:       |                        |      |         |        |  |   |         |       
|                  
|                  
|                  
|                  
|                   | Commercial             |      |         | 32,645 |  |   |         | 28,349 | 
|                  
|                  
|                  
|                  
|                   | Construction           |      |         | 7,439  |  |   |         | 7,002  | 
|                  
|                  
|                  
|                  
|                   | Residential 1-4 family |      |         | 12,381 |  |   |         | 13,942 | 
|                  
|                  
|                  
|                  
|Consumer and other |                        |      | 17,103  |        |  |   | 19,135  |       
|                  
|Total              |                        | $    | 121,876 |        |  | $ | 122,219 |       
|                  

At March 31, 2002, investments totaled $15,265,000, an increase of $51,000 or
0.33 percent over December 31, 2001 and an increase of $4,054,000 or 36.16
percent over the level reported at March 31, 2001. In 2001, the Company
restructured the investment portfolio to bolster liquidity and reduce interest
rate risk. Specifically, the Company reduced levels of intermediate term (two
to five years) investment securities and increased short term (one year or
less) liquidity investments.

Deposits and Borrowings

At March 31, 2002, total deposits were $140,601,000, compared to $130,344,000
at December 31, 2001 and $122,878,000 at March 31, 2001. This represents a
7.87 percent increase from December 31, 2001 and a 14.42 percent increase from
March 31, 2001. Non-interest bearing deposits totaled $33,848,000 at March 31,
2002 compared to $38,233,000 at December 31, 2001 and $30,931,000 at March 31,
2001. Interest bearing deposits totaled $106,753,000, an increase of
$14,806,000 or 16.10 percent over March 31, 2001 and $14,642,000 or 15.90
percent over the level reported at December 31, 2001.

At March 31, 2002, total borrowings, consisting of Federal Home Loan Bank
advances were $4,355,000, compared to $4,005,000 at December 31, 2001 and
$2,000,000 at March 31, 2001. This represents a 8.74 percent increase from
December 31, 2001 and a 117.75 percent increase from
March 31, 2001 due to liquidity needs.

Stockholders Equity and Capital Resources

Stockholders equity totaled $14,847,000 at March 31, 2002, an increase of
$109,000 or .74 percent over December 31, 2001 and an increase of $39,000 or
0.26 percent over March 31, 2001. The increase in capital over last year is
principally due to retained earnings substantially

12



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##### Table of Contents



offset by cash dividends and by the repurchase for
$997,000 of common stock held by
shareholders dissenting to the holding company formation in June 2001.

Cash dividends paid year-to-date at March 31, 2002 totaled $168,000 (18 cents
per share) and for the year ended December 31, 2001 and the three months ended
March 31, 2001 totaled $166,000 (16.7 cents per share). Book value per share was
$15.88 at March 31, 2002 compared to $15.77 at December 31, 2001 and $14.88 at
March 31, 2001. Book value per share is calculated by dividing total equity by
total shares outstanding, giving retroactive effect to the July 2001
three-for-two stock split.

The following table displays the capital ratios at March 31, 2002 and December
31, 2001 for EvergreenBancorp and Bank. As the table illustrates, the capital
ratios exceeded those required to be considered well-capitalized.

|                                         |  |        |        |                   |  |                   |       |       |  |                     |        |            |  |  |      |   |  |                    |        |  |  |  |       |  
|---------------------------------------- |  | ------ | ------ | ----------------- |  | ----------------- | ----- | ----- |  | ------------------- | ------ | ---------- |  |  | ---- | - |  | ------------------ | ------ |  |  |  | ----- | -
|                                         |  |        |        |                   |  |                   |       |       |  |                     |        |            |  |  |      |   |  | Minimum to Be Well
|                                         |  |        |        |                   |  |                   |       |       |  |                     |        |            |  |  |      |   |  | Capitalized       
|                                         |  |        |        |                   |  |                   |       |       |  |                     |        |            |  |  |      |   |  | Under the Prompt  
|                                         |  |        |        |                   |  |                   |       |       |  | Minimum for Capital |        | Corrective
|                                         |  | Actual |        | Adequacy Purposes |  | Action Provisions
|                                         |  |        |        |                   |  |                  
|                                         |  | Amount |        | Ratio             |  | Amount            |       | Ratio |  | Amount              |        | Ratio     
|                                         |  |        |        |                   |  |                   |       |       |  |                     |        |           
|March 31, 2002                           |  |        |        |                   |  |                   |       |       |  |                     |        |            |  |  |      |   |  |                    |        |  |  |  |       |  
|                                        
|                                        
|                                        
|                                        
|                                         |  |        |        |                   |  |                   |       |       |  |                     |        |            |  |  |      |   |  |                    |        |  |  |  |       |  
|                                        
|                                        
|                                        
|                                        
|Total Capital
(to risk-weighted assets)  |  |        |        |                   |  |                   |       |       |  |                     |        |            |  |  |      |   |  |                    |        |  |  |  |       |  
|                                        
|                                        
|                                        
|                                        
|EvergreenBancorp                         |  | $      | 16,428 |                   |  |                   | 12.42 | %     |  | $                   | 10,579 |            |  |  | 8.00 | % |  | $                  | 13,224 |  |  |  | 10.00 | %
|                                        
|                                        
|                                        
|                                        
|EvergreenBank                            |  |        | 16,345 |                   |  |                   | 12.36 | %     |  |                     | 10,579 |            |  |  | 8.00 | % |  |                    | 13,224 |  |  |  | 10.00 | %
|                                        
|                                        
|                                        
|                                        
|                                         |  |        |        |                   |  |                   |       |       |  |                     |        |            |  |  |      |   |  |                    |        |  |  |  |       |  
|                                        
|                                        
|                                        
|                                        
|Tier 1 Capital
(to risk-weighted assets) |  |        |        |                   |  |                   |       |       |  |                     |        |            |  |  |      |   |  |                    |        |  |  |  |       |  
|                                        
|                                        
|                                        
|                                        
|EvergreenBancorp                         |  |        | 14,816 |                   |  |                   | 11.20 | %     |  |                     | 5,290  |            |  |  | 4.00 | % |  |                    | 7,935  |  |  |  | 6.00  | %
|                                        
|                                        
|                                        
|                                        
|EvergreenBank                            |  |        | 14,733 |                   |  |                   | 11.14 | %     |  |                     | 5,290  |            |  |  | 4.00 | % |  |                    | 7,935  |  |  |  | 6.00  | %

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|                                         |  |        |        |                   |  |                   |       |       |  |                     |        |            |  |  |      |   |  |                    |        |  |  |  |       |  
|---------------------------------------- |  | ------ | ------ | ----------------- |  | ----------------- | ----- | ----- |  | ------------------- | ------ | ---------- |  |  | ---- | - |  | ------------------ | ------ |  |  |  | ----- | -
|                                         |  |        |        |                   |  |                   |       |       |  |                     |        |            |  |  |      |   |  | Minimum to Be Well
|                                         |  |        |        |                   |  |                   |       |       |  |                     |        |            |  |  |      |   |  | Capitalized       
|                                         |  |        |        |                   |  |                   |       |       |  |                     |        |            |  |  |      |   |  | Under the Prompt  
|                                         |  |        |        |                   |  |                   |       |       |  | Minimum for Capital |        | Corrective
|                                         |  | Actual |        | Adequacy Purposes |  | Action Provisions
|                                         |  |        |        |                   |  |                  
|                                         |  | Amount |        | Ratio             |  | Amount            |       | Ratio |  | Amount              |        | Ratio     
|                                         |  |        |        |                   |  |                   |       |       |  |                     |        |           
|                                        
|                                        
|                                        
|                                        
|Tier 1 Capital
(to average assets)       |  |        |        |                   |  |                   |       |       |  |                     |        |            |  |  |      |   |  |                    |        |  |  |  |       |  
|                                        
|                                        
|                                        
|                                        
|EvergreenBancorp                         |  |        | 14,816 |                   |  |                   | 9.33  | %     |  |                     | 6,349  |            |  |  | 4.00 | % |  |                    | 7,936  |  |  |  | 5.00  | %
|                                        
|                                        
|                                        
|                                        
|EvergreenBank                            |  |        | 14,733 |                   |  |                   | 9.28  | %     |  |                     | 6,349  |            |  |  | 4.00 | % |  |                    | 7,936  |  |  |  | 5.00  | %
|                                        
|                                        
|                                        
|                                        
|                                         |  |        |        |                   |  |                   |       |       |  |                     |        |            |  |  |      |   |  |                    |        |  |  |  |       |  
|                                        
|                                        
|                                        
|                                        
|December 31, 2001                        |  |        |        |                   |  |                   |       |       |  |                     |        |            |  |  |      |   |  |                    |        |  |  |  |       |  
|                                        
|                                        
|                                        
|                                        
|                                         |  |        |        |                   |  |                   |       |       |  |                     |        |            |  |  |      |   |  |                    |        |  |  |  |       |  
|                                        
|                                        
|                                        
|                                        
|Total Capital
(to risk-weighted assets)  |  |        |        |                   |  |                   |       |       |  |                     |        |            |  |  |      |   |  |                    |        |  |  |  |       |  
|                                        
|                                        
|                                        
|                                        
|EvergreenBancorp                         |  |        | 16,181 |                   |  |                   | 12.78 | %     |  |                     | 10,132 |            |  |  | 8.00 | % |  |                    | 12,665 |  |  |  | 10.00 | %
|                                        
|                                        
|                                        
|                                        
|EvergreenBank                            |  |        | 16,099 |                   |  |                   | 12.71 | %     |  |                     | 10,131 |            |  |  | 8.00 | % |  |                    | 12,663 |  |  |  | 10.00 | %
|                                        
|                                        
|                                        
|                                        
|                                         |  |        |        |                   |  |                   |       |       |  |                     |        |            |  |  |      |   |  |                    |        |  |  |  |       |  
|                                        
|                                        
|                                        
|                                        
|Tier 1 Capital
(to risk-weighted assets) |  |        |        |                   |  |                   |       |       |  |                     |        |            |  |  |      |   |  |                    |        |  |  |  |       |  
|                                        
|                                        
|                                        
|                                        
|EvergreenBancorp                         |  |        | 14,683 |                   |  |                   | 11.59 | %     |  |                     | 5,066  |            |  |  | 4.00 | % |  |                    | 7,599  |  |  |  | 6.00  | %
|                                        
|                                        
|                                        
|                                        
|EvergreenBank                            |  |        | 14,601 |                   |  |                   | 11.53 | %     |  |                     | 5,065  |            |  |  | 4.00 | % |  |                    | 7,598  |  |  |  | 6.00  | %
|                                        
|                                        
|                                        
|                                        
|                                         |  |        |        |                   |  |                   |       |       |  |                     |        |            |  |  |      |   |  |                    |        |  |  |  |       |  
|                                        
|                                        
|                                        
|                                        
|Tier 1 Capital
(to average assets)       |  |        |        |                   |  |                   |       |       |  |                     |        |            |  |  |      |   |  |                    |        |  |  |  |       |  
|                                        
|                                        
|                                        
|                                        
|EvergreenBancorp                         |  |        | 14,683 |                   |  |                   | 9.57  | %     |  |                     | 6,135  |            |  |  | 4.00 | % |  |                    | 7,669  |  |  |  | 5.00  | %
|                                        
|                                        
|                                        
|                                        
|EvergreenBank                            |  |        | 14,601 |                   |  |                   | 9.68  | %     |  |                     | 6,032  |            |  |  | 4.00 | % |  |                    | 7,540  |  |  |  | 5.00  | %

Liquidity

Liquidity is defined as the ability to provide sufficient cash to fund
operations and meet obligations and commitments on a timely basis. Through
asset and liquidity management, the Company controls its liquidity position to
ensure that sufficient funds are available to meet the needs of depositors,
borrowers, and creditors.

In addition to cash and cash equivalents, asset liquidity is provided by the
available-for-sale securities portfolio. More than 75 percent of the
investment balances within this portfolio mature within one year. Liquidity is
further enhanced by deposit growth, federal funds purchased and securities sold
under agreements to repurchase, borrowings, and planned maturities and sales of
investments and loans.

14



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##### Table of Contents



The consolidated statement of cash flows contained in this report provides
information on the sources and uses of cash for the respective year-to-date
periods ending March 31, 2002 and 2001. See Form 10K for the year ended
December 31, 2001 for additional information.









15



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##### Table of Contents






Item 3. Quantitative and Qualitative Disclosures About Market Risk

There were no material changes in information about market risk that was
provided in the Companys Form 10-K for the year ended December 31, 2001.

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.




PART II  OTHER INFORMATION




ITEM 1. LEGAL PROCEEDINGS

There are no material pending legal proceedings to which EvergreenBancorp,
Inc. or its subsidiary is a party other than ordinary routine litigation
incidental to their respective businesses.




ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None




ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

16



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##### Table of Contents



Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



| |  | Bancorp held its annual meeting of stockholders on April 18, 2002, at
which the election of directors was held. All nine of the persons
nominated were elected to serve a one, two or three year term to expire
when indicated, and the votes cast are as shown:
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                   |  |         |      |           |  |                |        |  |  |  |      | 
|------------------ |  | ------- | ---- | --------- |  | -------------- | ------ |  |  |  | ---- | 
|                   |  | Term    |      | Number of |  | Number of     
|Director Candidate |  | Expires |      | Votes For |  | Votes Withheld
|                   |  |         |      |           |  |               
|Richard W. Baldwin |  |         | 2005 |           |  |                | 754711 |  |  |  | 2055 | 
|                  
|                  
|                  
|                  
|Marceline Duncan   |  |         | 2004 |           |  |                | 749067 |  |  |  | 7699 | 
|                  
|                  
|                  
|                  
|C. Don Filer       |  |         | 2005 |           |  |                | 749356 |  |  |  | 7410 | 
|                  
|                  
|                  
|                  
|Carole J. Grisham  |  |         | 2004 |           |  |                | 754846 |  |  |  | 1920 | 
|                  
|                  
|                  
|                  
|J. Thomas Handy    |  |         | 2004 |           |  |                | 751624 |  |  |  | 5142 | 
|                  
|                  
|                  
|                  
|Gerald O. Hatler   |  |         | 2003 |           |  |                | 754696 |  |  |  | 2070 | 
|                  
|                  
|                  
|                  
|Robert W. Howisey  |  |         | 2005 |           |  |                | 751464 |  |  |  | 5302 | 
|                  
|                  
|                  
|                  
|Stan W. McNaughton |  |         | 2003 |           |  |                | 753946 |  |  |  | 2820 | 
|                  
|                  
|                  
|                  
|Gladys M. Perry    |  |         | 2003 |           |  |                | 748617 |  |  |  | 8149 | 




ITEM 5. OTHER INFORMATION

None




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



| | (a) |  | Exhibits
| | --- |  | --------

|     |  |                                                                                                                                                                         
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 |  | Agreement of Lease dated March 29, 2002 between
EvergreenBank and PEMCO Mutual Insurance Company relating to
lease of premises in Seattle, King County, Washington      
|    
|    
|    
|    
|10.2 |  | Agreement of Lease dated March 29, 2002 between
EvergreenBank and PEMCO Mutual Insurance Company relating to
lease of premises in Lynnwood, Snohomish County, Washington



| | (b) |  | Reports on Form 8-K
| | --- |  | -------------------



| |     
| | ----
| | None

17



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##### Table of Contents






SIGNATURES

Under the requirements of the Securities Exchange Act of 1934, the Company has
duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Dated this 14th day of May, 2002.

| |  |                                                                                                                                                    
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
| |  | EVERGREENBANCORP, INC.                                                                                                                             
|
| |  |                                                                                                                                                    
|
| |  | /s/  WILLIAM G.
FILER II
William G. Filer II
Senior Vice President and Chief Financial Officer
(Authorized Officer and Principal Financial Officer)







18



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##### Table of Contents






EXHIBIT INDEX



|     |  |                                                                                                                                                                         
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 |  | Agreement of Lease dated March 29, 2002 between
EvergreenBank and PEMCO Mutual Insurance Company relating to
lease of premises in Seattle, King County, Washington      
|    
|10.2 |  | Agreement of Lease dated March 29, 2002 between
EvergreenBank and PEMCO Mutual Insurance Company relating to
lease of premises in Lynnwood, Snohomish County, Washington