##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549


FORM 10-Q

|    |  |                                                                                        
|--- |  | ---------------------------------------------------------------------------------------
|[X] |  | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|   
|    |  | For the quarterly period ended March 31, 2003                                          

|      |  |                                                                
|----- |  | ---------------------------------------------------------------
|[   ] |  | 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
(State or Other Jurisdiction of
Incorporation or Organization |  | 91-2097262
(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 Securities
Exchange Act of 1934 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]    No    [   ]

Indicate by check mark whether the registrant is an accelerated filer as
defined in Rule 12b-2 of the Act.



Yes    [   ]    No    [X]


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 May 13, 2003: 1,077,199 shares
No Preferred Stock were issued or outstanding.

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TABLE OF CONTENTS



|                            |                                                                                               |                                                               |                                                         |  |  |  |  | 
|--------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------- | ------------------------------------------------------- |  |  |  |  | 
|                            |                                                                                               | UNAUDITED CONSOLIDATED BALANCE SHEETS                        
|                            |                                                                                               | UNAUDITED CONSOLIDATED STATEMENT OF INCOME                   
|                            |                                                                                               | UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY    
|                            |                                                                                               | UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS              
|                            |                                                                                               | NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL INFORMATION
|                            | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                            | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|                            | ITEM 4. CONTROLS AND PROCEDURES                                                              
|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 VOTE OF SECURITY HOLDERS.                                   
|                            | ITEM 5. OTHER INFORMATION.                                                                   
|                            | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.                                                    
|                            |                                                                                               | (a) Exhibits                                                 
|                            |                                                                                               |                                                               | Exhibit 99.1  Certification of Chief Executive Officer
|                            |                                                                                               |                                                               | Exhibit 99.2  Certification of Chief Financial Officer
|                            |                                                                                               | (b) Reports on Form 8-K                                      
|EXHIBIT 99.1               
|EXHIBIT 99.2               



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##### Table of Contents



PART I
FINANCIAL INFORMATION

|                                                                                               |                                                                                                                          
|---------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------
|Item 1. Consolidated Financial Statements                                                     
|1.                                                                                             | Unaudited Consolidated Balance Sheets - March 31, 2003 and December 31,
2002.                                            
|2.                                                                                             | Unaudited Consolidated Statements of Income - For the three months ended
March 31, 2003 and 2002.                        
|3.                                                                                             | Unaudited
Consolidated Statements of Changes in Stockholders Equity -
For the three months endedMarch 31, 2003 and 2002.
|4.                                                                                             | Unaudited Consolidated Statements of Cash Flows - For the three months
ended March 31, 2003and 2002.                     
|5.                                                                                             | Notes to unaudited Consolidated Financial Information.                                                                   
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
|Item 3. Quantitative and Qualitative Disclosures About Market Risk.                           
|Item 4. Controls and Procedures                                                               

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                                        
|        |                                                      | Exhibit 99.1  Certification of Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350.
|        |                                                      | Exhibit 99.2  Certification of Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350.
|        | (b) Reports on Form 8-K                             

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##### Table of Contents

Part I  Financial Information
Item 1  Unaudited Consolidated Financial Statements

EVERGREENBANCORP, INC.




UNAUDITED CONSOLIDATED BALANCE SHEETS


March 31, 2003 and December 31, 2002
(in thousands, except per share data)


|                                                      |                                                                                                              |   |           |         |              |   |         |         |  
|----------------------------------------------------- | ------------------------------------------------------------------------------------------------------------ | - | --------- | ------- | ------------ | - | ------- | ------- | -
|                                                      |                                                                                                              |   | March 31, |         | December
31,
|                                                      |                                                                                                              |   | 2003      |         | 2002        
|                                                      |                                                                                                              |   |           |         |             
|Assets                                                |                                                                                                              |   |           |         |              |   |         |        
|Cash and cash equivalents:                            |                                                                                                              |   |           |         |              |   |         |        
|                                                      | Cash and due from banks                                                                                      |   | $         | 8,517   |              |   | $       | 9,479   |  
|                                                      | Interest-bearing deposits in financial institutions                                                          |   |           | 3,432   |              |   |         | 6,141   |  
|                                                      | Federal funds sold                                                                                           |   |           | 11,561  |              |   |         | 7,000   |  
|                                                      |                                                                                                              |   |           |         |              |   |         |        
|Total cash and cash equivalents                       |                                                                                                              |   | 23,510    |         |              |   | 22,620  |        
|Securities                                            |                                                                                                              |   |           |         |              |   |         |        
|                                                      | Available for sale                                                                                           |   |           | 31,069  |              |   |         | 23,694  |  
|Loans                                                 |                                                                                                              |   |           |         |              |   |         |        
|                                                      | Loans                                                                                                        |   |           | 114,661 |              |   |         | 121,509 |  
|                                                      | Allowance for loan losses                                                                                    |   |           | (1,580  | )            |   |         | (1,690  | )
|                                                      |                                                                                                              |   |           |         |              |   |         |        
|Net loans                                             |                                                                                                              |   | 113,081   |         |              |   | 119,819 |        
|Premises and equipment                                |                                                                                                              |   | 2,134     |         |              |   | 2,174   |        
|Accrued interest and other assets                     |                                                                                                              |   | 1,674     |         |              |   | 1,619   |        
|                                                      |                                                                                                              |   |           |         |              |   |         |        
|Total assets                                          |                                                                                                              | $ | 171,468   |         |              | $ | 169,926 |        
|                                                      |                                                                                                              |   |           |         |              |   |         |         |  
|Liabilities                                           |                                                                                                              |   |           |         |              |   |         |        
|Deposits                                              |                                                                                                              |   |           |         |              |   |         |        
|                                                      | Noninterest bearing                                                                                          |   | $         | 41,156  |              |   | $       | 38,750  |  
|                                                      | Interest bearing                                                                                             |   |           | 91,657  |              |   |         | 93,424  |  
|                                                      |                                                                                                              |   |           |         |              |   |         |        
|Total deposits                                        |                                                                                                              |   | 132,813   |         |              |   | 132,174 |        
|Federal funds purchased                               |                                                                                                              |   | 4,446     |         |              |   | 3,353   |        
|Advances from Federal Home Loan Bank                  |                                                                                                              |   | 11,568    |         |              |   | 11,783  |        
|Accrued expenses and other liabilities                |                                                                                                              |   | 1,555     |         |              |   | 1,656   |        
|Junior subordinated debt (trust preferred securities) |                                                                                                              |   | 5,000     |         |              |   | 5,000   |        
|                                                      |                                                                                                              |   |           |         |              |   |         |        
|Total liabilities                                     |                                                                                                              |   | 155,382   |         |              |   | 153,966 |        
|Stockholders equity                                  |                                                                                                              |   |           |         |              |   |         |        
|Preferred stock:                                      |                                                                                                              |   |           |         |              |   |         |        
|                                                      | No par value; 100,000 shares authorized; none issued                                                         |   |           |        |              |   |         |        |  
|Common stock and surplus:                             |                                                                                                              |   |           |         |              |   |         |        
|                                                      | No par value; 15,000,000 shares authorized;
1,076,625 shares issued at 2003;
1,075,461 shares issued at 2002 |   |           | 13,612  |              |   |         | 13,597  |  
|Retained earnings                                     |                                                                                                              |   | 2,349     |         |              |   | 2,266   |        
|Accumulated other comprehensive income                |                                                                                                              |   | 125       |         |              |   | 97      |        
|                                                      |                                                                                                              |   |           |         |              |   |         |        
|Total stockholders equity                            |                                                                                                              |   | 16,086    |         |              |   | 15,960  |        
|                                                      |                                                                                                              |   |           |         |              |   |         |        
|Total liabilities and stockholders equity            |                                                                                                              | $ | 171,468   |         |              | $ | 169,926 |        
|                                                      |                                                                                                              |   |           |         |              |   |         |         |  

See accompanying notes to unaudited consolidated financial statements.

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EVERGREENBANCORP, INC.




UNAUDITED CONSOLIDATED STATEMENT OF INCOME


Three months ended March 31, 2003 and 2002
 
(in thousands, except per share data)


|                                                      |                    |   |       |     |      |   |       |     | 
|----------------------------------------------------- | ------------------ | - | ----- | --- | ---- | - | ----- | --- | 
|                                                      |                    |   | 2003  |     | 2002
|                                                      |                    |   |       |     |     
|Interest income                                       |                    |   |       |     |      |   |       |    
|Loans, including fees                                 |                    | $ | 2,347 |     |      | $ | 2,515 |    
|Federal funds sold and other                          |                    |   | 37    |     |      |   | 49    |    
|Securities:                                           |                    |   |       |     |      |   |       |    
|                                                      | Available for sale |   |       | 226 |      |   |       | 147 | 
|                                                      |                    |   |       |     |      |   |       |    
|Total interest income                                 |                    |   | 2,610 |     |      |   | 2,711 |    
|Interest expense                                      |                    |   |       |     |      |   |       |    
|Deposits                                              |                    |   | 385   |     |      |   | 587   |    
|Federal funds purchased                               |                    |   | 8     |     |      |   | 18    |    
|Advances from Federal Home Loan Bank                  |                    |   | 133   |     |      |   | 63    |    
|Junior
subordinated debt (trust preferred securities) |                    |   | 61    |     |      |   |      |    
|                                                      |                    |   |       |     |      |   |       |    
|Total interest expense                                |                    |   | 587   |     |      |   | 668   |    
|                                                      |                    |   |       |     |      |   |       |    
|Net interest income                                   |                    |   | 2,023 |     |      |   | 2,043 |    
|Provision for loan losses                             |                    |   | 3     |     |      |   | 89    |    
|                                                      |                    |   |       |     |      |   |       |    
|Net interest income after
Provision for loan losses   |                    |   | 2,020 |     |      |   | 1,954 |    
|Noninterest income                                    |                    |   |       |     |      |   |       |    
|Service charges on deposit accounts                   |                    |   | 203   |     |      |   | 167   |    
|Net merchant credit card processing                   |                    |   | 42    |     |      |   | 44    |    
|Other noninterest income                              |                    |   | 167   |     |      |   | 139   |    
|                                                      |                    |   |       |     |      |   |       |    
|Total noninterest income                              |                    |   | 412   |     |      |   | 350   |    
|Noninterest expense                                   |                    |   |       |     |      |   |       |    
|Salaries and employee benefits                        |                    |   | 1,018 |     |      |   | 969   |    
|Occupancy and equipment                               |                    |   | 300   |     |      |   | 297   |    
|Other noninterest expense                             |                    |   | 671   |     |      |   | 593   |    
|                                                      |                    |   |       |     |      |   |       |    
|Total noninterest expense                             |                    |   | 1,989 |     |      |   | 1,859 |    
|                                                      |                    |   |       |     |      |   |       |    
|Income before income tax expense                      |                    |   | 443   |     |      |   | 445   |    
|Income tax expense                                    |                    |   | 145   |     |      |   | 144   |    
|                                                      |                    |   |       |     |      |   |       |    
|Net income                                            |                    | $ | 298   |     |      | $ | 301   |    
|                                                      |                    |   |       |     |      |   |       |    
|Basic earnings per share of common stock              |                    | $ | 0.28  |     |      | $ | 0.28  |    
|                                                      |                    |   |       |     |      |   |       |    
|Diluted earnings per share of common stock            |                    | $ | 0.27  |     |      | $ | 0.28  |    
|                                                      |                    |   |       |     |      |   |       |    

See accompanying notes to unaudited consolidated financial statements.

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EVERGREENBANCORP, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
Three months ended March 31, 2003, and 2002 (in thousands, except share and per share data):

|                                 |                                         |                                                                                                              |         |        |   |         |        |          |   |        |       |            |   |        |    |             |     |   |        |     |     |  
|-------------------------------- | --------------------------------------- | ------------------------------------------------------------------------------------------------------------ | ------- | ------ | - | ------- | ------ | -------- | - | ------ | ----- | ---------- | - | ------ | -- | ----------- | --- | - | ------ | --- | --- | -
|                                 |                                         |                                                                                                              |         |        |   |         |        |          |   |        |       |            |   |        |    |             |     |   |        |    
|                                 |                                         |                                                                                                              |         |        |   |         |        |          |   |        |       |            |   |        |    | Accumulated |     |   |        |    
|                                 |                                         |                                                                                                              |         |        |   |         |        | Common   |   |        |       |            |   | other  |    | Total      
|                                 |                                         |                                                                                                              |         | Common |   | stock   |        |          |   |        |       | comprehen- |   | stock-
|                                 |                                         |                                                                                                              |         | stock  |   | and     |        | Retained |   | sive   |       | holders  
|                                 |                                         |                                                                                                              |         | shares |   | surplus |        | earnings |   | income |       | equity    
|                                 |                                         |                                                                                                              |         |        |   |         |        |          |   |        |       |            |   |       
|Balance at January 1, 2002       |                                         |                                                                                                              | 934,817 |        |   | $       | 11,485 |          |   | $      | 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 $12 |         |        |  |         |        |          |  |        |       |            |  |        |    |             | (24 | ) |        |     | (24 | )
|                                 |                                         |                                                                                                              |         |        |   |         |        |          |   |        |       |            |   |        |    |             |     |   |        |    
|                                 |                                         | Total comprehensive income                                                                                   |         |        |   |         |        |          |   |        |       |            |   |        |    |             |     |   |        |     | 277 |  
|Cash dividends ($.157 per share) |                                         |                                                                                                              |        |        |   |         |       |          |   |        | (168  | )          |   |        |   |             |     |   | (168   | )  
|                                 |                                         |                                                                                                              |         |        |   |         |        |          |   |        |       |            |   |        |    |             |     |   |        |    
|Balance at March 31, 2002        |                                         |                                                                                                              | 934,817 |        |   | $       | 11,485 |          |   | $      | 3,331 |            |   | $      | 31 |             |     | $ | 14,847 |    

|                                |                                         |                                                                                                                |           |        |   |         |        |          |   |        |       |            |   |        |     |             |    |   |        |     |     | 
|------------------------------- | --------------------------------------- | -------------------------------------------------------------------------------------------------------------- | --------- | ------ | - | ------- | ------ | -------- | - | ------ | ----- | ---------- | - | ------ | --- | ----------- | -- | - | ------ | --- | --- | 
|                                |                                         |                                                                                                                |           |        |   |         |        |          |   |        |       |            |   |        |     |             |    |   |        |    
|                                |                                         |                                                                                                                |           |        |   |         |        |          |   |        |       |            |   |        |     | Accumulated |    |   |        |    
|                                |                                         |                                                                                                                |           |        |   |         |        | Common   |   |        |       |            |   | other  |     | Total      
|                                |                                         |                                                                                                                |           | Common |   | stock   |        |          |   |        |       | comprehen- |   | stock-
|                                |                                         |                                                                                                                |           | stock  |   | and     |        | Retained |   | sive   |       | holders  
|                                |                                         |                                                                                                                |           | shares |   | surplus |        | earnings |   | income |       | equity    
|                                |                                         |                                                                                                                |           |        |   |         |        |          |   |        |       |            |   |       
|Balance at January 1, 2003      |                                         |                                                                                                                | 1,075,461 |        |   | $       | 13,597 |          |   | $      | 2,266 |            |   | $      | 97  |             |    | $ | 15,960 |    
|Comprehensive income            |                                         |                                                                                                                |           |        |   |         |        |          |   |        |       |            |   |        |     |             |    |   |        |    
|                                | Net income                              |                                                                                                                |           |       |   |         |        |         |   |        |       | 298        |   |        |     |            |    |   |        | 298 |    
|                                | Other comprehensive income,
net of tax: |                                                                                                                |           |        |   |         |        |          |   |        |       |            |   |        |     |             |    |   |        |     |    
|                                |                                         | Change in unrealized gain
(loss) on securities
available for sale, net of
deferred income tax
benefit of $(10) |           |        |  |         |        |          |  |        |       |            |  |        |     |             | 28 |   |        |     | 28  | 
|                                |                                         |                                                                                                                |           |        |   |         |        |          |   |        |       |            |   |        |     |             |    |   |        |    
|                                |                                         | Total comprehensive income                                                                                     |           |        |   |         |        |          |   |        |       |            |   |        |     |             |    |   |        |     | 326 | 
|Cash dividends ($.20 per share) |                                         |                                                                                                                |          |        |   |         |       |          |   |        | (215  | )          |   |        |    |             |    |   | (215   | )  
|Exercise of stock options       |                                         |                                                                                                                | 1,164     |        |   |         | 15     |          |   |        |      |            |   |        |    |             |    |   | 15     |    
|                                |                                         |                                                                                                                |           |        |   |         |        |          |   |        |       |            |   |        |     |             |    |   |        |    
|Balance at March 31, 2003       |                                         |                                                                                                                | 1,076,625 |        |   | $       | 13,612 |          |   | $      | 2,349 |            |   | $      | 125 |             |    | $ | 16,086 |    

See accompanying notes to unaudited consolidated financial statements.

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##### Table of Contents



EVERGREENBANCORP, INC.






UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS


Three months ended March 31, 2003, and 2002
(in thousands, except share and per share data):


|                                                                                           |                                           |   |         |      |      |   |        |      |  
|------------------------------------------------------------------------------------------ | ----------------------------------------- | - | ------- | ---- | ---- | - | ------ | ---- | -
|                                                                                           |                                           |   | 2003    |      | 2002
|                                                                                           |                                           |   |         |      |     
|Cash flows from operating activities                                                       |                                           |   |         |      |      |   |        |     
|Net income                                                                                 |                                           | $ | 298     |      |      | $ | 301    |     
|Adjustments to reconcile net income to
net cash provided by operating activities:          |                                           |   |         |      |      |   |        |     
|                                                                                           | Depreciation                              |   |         | 140  |      |   |        | 113  |  
|                                                                                           | Provision for loan losses                 |   |         | 3    |      |   |        | 89   |  
|                                                                                           | Net amortization of premium on securities |   |         | 32   |      |   |        | 6    |  
|                                                                                           | Federal Home Loan Bank stock dividends    |   |         | (22  | )    |   |        | (18  | )
|                                                                                           | Dividends reinvested                      |   |         | (45  | )    |   |        | (83  | )
|                                                                                           | Other changes, net                        |   |         | (170 | )    |   |        | (142 | )
|                                                                                           |                                           |   |         |      |      |   |        |     
|Net cash provided by operating activities                                                  |                                           |   | 236     |      |      |   | 266    |     
|Cash flows from investing activities                                                       |                                           |   |         |      |      |   |        |     
|Proceeds from sales and maturities of
securities available-for-sale                        |                                           |   | 510     |      |      |   | 30     |     
|Purchases of securities available-for-sale                                                 |                                           |   | (11,000 | )    |      |   |       |     
|Proceeds from prepayments of securities available-for-sale                                 |                                           |   | 3,192   |      |      |   |       |     
|Net decrease in loans                                                                      |                                           |   | 6,735   |      |      |   | 369    |     
|Purchases of premises and equipment                                                        |                                           |   | (100    | )    |      |   | (76    | )   
|                                                                                           |                                           |   |         |      |      |   |        |     
|Net cash provided by/(used in) investing activities                                        |                                           |   | (663    | )    |      |   | 323    |     
|Cash flows from financing activities                                                       |                                           |   |         |      |      |   |        |     
|Net increase in deposits                                                                   |                                           |   | 639     |      |      |   | 10,257 |     
|Net decrease in federal funds purchased and securities
sold under agreements to repurchase |                                           |   | 1,093   |      |      |   | 2,354  |     
|Advances from Federal Home Loan Bank                                                       |                                           |   |        |      |      |   | 350    |     
|Repayment of advances from Federal Home Loan Bank                                          |                                           |   | (215    | )    |      |   |       |     
|Proceeds from exercise of stock options                                                    |                                           |   | 15      |      |      |   |        |     
|Dividends paid                                                                             |                                           |   | (215    | )    |      |   | (168   | )   
|                                                                                           |                                           |   |         |      |      |   |        |     
|Net cash provided by (used in) financing activities                                        |                                           |   | 1,317   |      |      |   | 12,793 |     
|                                                                                           |                                           |   |         |      |      |   |        |     
|Net increase in cash
And cash equivalents                                                  |                                           |   | 890     |      |      |   | 13,382 |     
|Cash and cash equivalents at beginning of year                                             |                                           |   | 22,620  |      |      |   | 17,166 |     
|                                                                                           |                                           |   |         |      |      |   |        |     
|Cash and cash equivalents at end of quarter                                                |                                           | $ | 23,510  |      |      | $ | 30,548 |     
|                                                                                           |                                           |   |         |      |      |   |        |     

See accompanying notes to unaudited consolidated financial statements

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EVERGREENBANCORP, INC.




NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL INFORMATION




Note 1: Basis of presentation and accounting policies
The accompanying unaudited condensed consolidated financial statements
include the accounts of EvergreenBancorp, Inc. (Bancorp) and its wholly
owned subsidiaries (collectively referred to as the Company). As of
March 31, 2003, Bancorps subsidiaries were EvergreenBank (the Bank)
and EvergreenBancorp Capital Trust I (the Trust). The financial
statements have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
information. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results
for the three month period ended March 31, 2003 are not necessarily
indicative of the results that may be expected for the year ending
December 31, 2003. For additional information, refer to the financial
statements and footnotes for the year ended December 31, 2002, filed by
Bancorp with the United States Securities and Exchange Commission.

Organization:   Bancorp was formed February 9, 2001 and is a Washington
corporation chartered as a bank holding company. Bancorp owns all of the
issued and outstanding shares of the Bank and all of the common
securities issued by the Trust.

The Bank is a Washington state chartered financial institution that
engages in general commercial and consumer banking operations. 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. Deposits in the Bank are insured by the Federal
Deposit Insurance Corporation.

The Trust is a Delaware business trust organized pursuant to a
Declaration of Trust dated as of May 20, 2002. An Amended and Restated
Declaration of Trust was executed May 23, 2002.

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.

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

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 loan losses on loans, the
carrying values of securities, and deferred tax assets.

Reclassifications:   Certain items in prior periods 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.

Note 2:  Stock dividend
On July 8th, 2002, the Company effected a 15% stock dividend. All references
to number of shares issued, outstanding (basic and diluted), and earnings per
share, for all periods presented have been restated as if the stock dividend
had actually occurred on January 1, 2002.

Note 3:  Stock options
During the first quarter of 2003, a total of 30,500 stock options were granted at an
exercise price of $16.30. In addition, during the first quarter of 2003,
there were 1,164 options exercised. The total stock options outstanding were
119,858 at March 31, 2003 with exercise prices ranging between $12.54 and
$16.30 and expiration dates between October 22, 2003 and
March 25, 2013.

Note 4: Investments
Investment securities available for sale include $8,657,000 in mortgage
backed securities at March 31, 2003. This investment by the Bank in
mortgage backed securities qualifies as collateral for advances from
the Federal Home Loan Bank of Seattle. Investment securities available for
sale also include the AMF Adjustable Rate Mortgage Fund with a fair
value of $15,436,000 at March 31, 2003.

Note 5 : Junior subordinated debt
(trust preferred securities)
On May 23, 2002, Bancorp purchased 155 Floating Rate Common Securities
(liquidation amount $1,000 per common security) (the Common Security) issued
by the Trust. Also on May 23, 2002, the Trust issued 5,000 Floating Rate
Capital Securities (liquidation amount $1,000 per capital security) (the
Capital Securities). The capital securities were sold in a private placement
pursuant to exemption from registration under of the Securities Act of 1933.
The proceeds of the issuance of the common and capital securities, net of
issuing expenses, were used by the Trust to

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purchase $5,155,000 in principal amount of Floating Rate Junior Subordinated Deferrable Interest
Debentures (the Debentures) issued by Bancorp. Bancorp invested $4,800,000
of the proceeds in the Bank. Distributions on the common and capital
securities issued by the Trust are payable quarterly at a variable interest
rate, reset quarterly, equal to the three-month London interbank offered rate
(LIBOR) plus 3.5 percent. The Company recognizes the distributions payable on the
capital securities and the debentures as interest expense for financial
reporting purposes. The debentures mature in 2032 and are redeemable at
Bancorps option beginning in 2007. Issuing expenses are being amortized over
the thirty year period. The capital securities are guaranteed on a
subordinated basis by Bancorp with respect to distributions and amounts payable
upon liquidation, redemption, or repayment. The capital securities qualify as
Tier 1 capital for regulatory purposes.

Note 6: Stock compensation

Employee compensation expense under stock options is reported using the
intrinsic value method. No stock-based compensation cost is reflected in net
income, as all options granted had an exercise price equal to or greater than
the market price of the underlying common stock at date of grant. The
following table illustrates the effect on net income and earnings per share if
expense was measured using the fair value recognition provisions of FASB
Statement No. 123, Accounting for Stock-Based Compensation.

|                                                                                  |  |      |      |      |  |   |      | 
|--------------------------------------------------------------------------------- |  | ---- | ---- | ---- |  | - | ---- | 
|                                                                                  |  | 2003 |      | 2002
|                                                                                  |  |      |      |     
|Net income as reported                                                            |  | $    | 298  |      |  | $ | 301  | 
|Deduct: Stock-based compensation expense
determined under fair value based method |  |      | 11   |      |  |   | 9    | 
|                                                                                  |  |      |      |      |  |   |      | 
|Pro forma net income                                                              |  | $    | 287  |      |  | $ | 292  | 
|                                                                                  |  |      |      |      |  |   |      | 
|Basic earnings per share as reported                                              |  | $    | 0.28 |      |  | $ | 0.28 | 
|Pro forma basic earnings per share                                                |  |      | 0.27 |      |  |   | 0.27 | 
|Diluted earnings per share as reported                                            |  |      | 0.27 |      |  |   | 0.28 | 
|Pro forma diluted earnings per share                                              |  | $    | 0.26 |      |  | $ | 0.27 | 

Note 7: Earnings per share

Basic earnings per share of common stock is computed on the basis of the
weighted average number of common stock shares outstanding adjusted for the 2002 15%
stock dividend. Diluted earnings per share of common stock is computed on the
basis of the weighted average

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number of common shares outstanding plus the effect of the assumed conversion
of outstanding stock options adjusted for the 2002 15 percent stock dividend.

A reconciliation of the numerator and denominator used in the calculation of
basic and diluted earnings per share of common stock follows.

(in thousands, except share and per share data):

|                                                                                            |  |                              |           |      |  |   |           | 
|------------------------------------------------------------------------------------------- |  | ---------------------------- | --------- | ---- |  | - | --------- | 
|                                                                                            |  | Three months ended March 31,
|                                                                                            |  | 2003                         |           | 2002
|Income (numerator):                                                                         |  |                              |           |     
|Net income                                                                                  |  | $                            | 298       |      |  | $ | 301       | 
|                                                                                            |  |                              |           |      |  |   |           | 
|Shares (denominator):                                                                       |  |                              |           |      |  |   |           | 
|Weighted average number of common
stock shares outstanding - basic                          |  |                              | 1,076,350 |      |  |   | 1,075,040 | 
|Dilutive effect of outstanding employee
and director stock options                          |  |                              | 9,429     |      |  |   | 5,540     | 
|                                                                                            |  |                              |           |      |  |   |           | 
|Weighted average number of common
stock shares outstanding and
assumed conversion - diluted |  |                              | 1,085,779 |      |  |   | 1,080,580 | 
|                                                                                            |  |                              |           |      |  |   |           | 
|Basic earnings per share of common stock                                                    |  | $                            | 0.28      |      |  | $ | 0.28      | 
|Diluted earnings per share of common
stock                                                  |  | $                            | 0.27      |      |  | $ | 0.28      | 

Note 8: Commitments and contingencies

In the normal course of business, there are various commitments and contingent
liabilities (such as guarantees, commitments to extend credit, letters of
credit, and lines of credit) that are not presented in the financial
statements. Such off-balance-sheet items are recognized in the financial
statements when they are funded or related fees are received. The Company uses
the same credit policies in making commitments and conditional obligations as
it does for on-balance-sheet instruments. The off-balance-sheet items do not
represent unusual elements of credit risk in excess of the amounts recognized
in the balance sheets.

The distribution of commitments to extend credit approximates the distribution
of loans outstanding. Commercial and standby letters of credit and similar
arrangements are granted primarily to commercial borrowers.

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The Company is not aware of any claims or lawsuits that would have a materially
adverse effect on the financial position of the Company.

The Companys significant commitments at March 31 were as follows (in
thousands):

|                                                   |  |      |        |      |  |   |        | 
|-------------------------------------------------- |  | ---- | ------ | ---- |  | - | ------ | 
|                                                   |  | 2003 |        | 2002
|                                                   |  |      |        |     
|Lines of credit                                    |  | $    | 29,240 |      |  | $ | 34,088 | 
|Standby letters of credit and similar
arrangements |  |      | 158    |      |  |   | 278    | 




ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

EvergreenBancorp, Inc. (Bancorp) is a Washington chartered bank holding
company formed in 2001 and headquartered in Seattle, Washington. Bancorp has
as its primary business activity ownership of EvergreenBank (the Bank) and a
financing entity, EvergreenBancorp Capital Trust I (Trust). The Banks
principal business is personal and business banking. Services offered include
commercial, real estate and consumer lending; savings, checking and certificate
of deposit accounts; financial planning and investment services, and merchant
credit card processing services. The Bank conducts business from three
locations: the main office northeast of downtown Seattle, the Lynnwood office
north of Seattle, and a new branch which opened in July 2001 in the city of
Bellevue.

The following discussion contains a review of the consolidated operating
results and financial condition of Bancorp and its wholly-owned subsidiaries
(collectively referred to as the Company) for the first quarter of 2003.
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 2002 and to the
previous year ended December 31, 2002. For additional information, refer to the
consolidated financial statements and footnotes of EvergreenBancorp, Inc. for
the year ended December 31, 2002.

RESULTS OF OPERATIONS

Net Income

Three months ended March 31, 2003 and 2002

For the first quarter of 2003, the Company reported net income of $298,000
compared to $301,000 for the first quarter of 2002, a reduction of 1.01
percent. Basic earnings per common share were $0.28 for the first quarter of
2003 compared to $0.28 for the same

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period one year ago. On a fully diluted
basis earnings per share were $0.27 for the first quarter of 2003 compared to
$0.28 last year.

Return on average common equity and return on average assets for the first
quarter of 2003 was 7.57 percent and 0.71 percent respectively, compared to
8.18 percent and 0.76 percent for the first three months of 2002. The net
interest margin was 5.25 percent compared to 5.59 percent in 2002.

Profits for the quarter ended March 31, 2003 were virtually at the same level
as the prior year. Results reflect a decrease in the net interest margin, lower
loan loss provisions, an 18 percent improvement in non-interest income and a 7
percent increase in non-interest expense. Further discussion of changes in the
primary components affecting first quarter operating results is provided below.

Net Interest Income and Net Interest Margin

The Companys principal source of earnings is net interest income, which is the
difference between interest income on loans and investments and interest
expense on deposits and borrowed funds.

Net interest income before provision for loan losses was $2,023,000 for the
three month period ended March 31, 2003, compared to $2,043,000 for the same
period in 2002, a reduction of 0.98 percent. The decrease was primarily due to
the impact of lower interest rates and a change in the mix of assets and
liabilities. Changes in mix include lower levels of loans and higher investment
balances, and increased borrowings due largely to the issuance of junior
subordinated debentures (trust preferred securities) in May of 2002.

The net interest margin, which is the ratio of taxable-equivalent net interest
income to average earning assets, was 5.25 percent for the first quarter of 2003
compared to 5.59 percent for the same quarter one year ago. The weighted average
yield on interest earning assets was 6.76 percent for the first quarter of 2003, a
decrease of 0.65  percent, compared to 7.41 percent in 2002. Interest expense as a
percentage of average earning assets was 1.51 percent for the first quarter of 2003, a
decrease of 0.30 percent compared to 1.81 percent in 2002.

Interest income for the three months ended March 31, 2003 was $2,610,000
compared to $2,711,000 for the three months ended March 31, 2002, a decrease of
$101,000 or 3.73 percent. This decrease was due primarily to falling interest
rates and a change in the mix of interest-earning assets from loans to
securities.

Interest expense for the three months ended March 31, 2003 was $587,000
compared to $668,000 for the three months ended March 31, 2002, a decrease of
$81,000 or 12.13 percent. The decrease for the first quarter was primarily due
to falling interest rates and a higher percentage mix of lower cost deposits,
partially offset by higher levels of borrowings.

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Noninterest Income/Expense

Noninterest income in the first quarter of 2003 was $412,000 compared to
$350,000 in the same quarter of 2002, an increase of $62,000 or 17.71 percent.
The increase was primarily due to higher revenue from service charges on
deposit accounts and investment services commissions.

Noninterest expense was $1,989,000 in the first quarter of 2003, compared to
$1,859,000 in the same quarter of 2002, an increase of $130,000 or 6.99
percent, due mostly to increased personnel and technology costs.

Provision and Allowance for Loan Losses

The provision for loan losses was $3,000 for the first quarter of 2003 compared
to $89,000 for the same quarter of 2002. The decrease was due mostly to reduced
loan levels and fewer classified loans.

At March 31, 2003, the allowance for loan losses was $1,580,000 compared to
$1,690,000 at December 31, 2002. The ratio of the allowance to total loans
outstanding was 1.38 percent and 1.39 percent at March 31, 2003, and December
31, 2002.

Management evaluates the adequacy of the allowance on a monthly basis after
consideration of a number of factors, including the volume and composition of
the loan portfolio, potential impairment of individual loans, concentrations of
credit, past loss experience, current delinquencies, information about specific
borrowers, economic conditions, loan commitments outstanding and other factors.
Although management believes the allowance for loan losses was at a level
adequate to absorb probable incurred losses on existing loans at March 31,
2003, there can be no assurance that such losses will not exceed estimated
amounts.

Along with other financial institutions, management shares a concern for the
outlook of the economy for the remainder of 2003. The continuing slowdown in
the local economy could still adversely affect cash flows for both commercial
and individual borrowers, as a result of which the Company could experience
increases in problem assets, delinquencies and losses on loans.

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FINANCIAL CONDITION

Loans and Investments

At March 31, 2003, loans totaled $114,661,000, a reduction of $6,848,000 or
5.64 percent over December 31, 2002. The decrease in loan balances is
attributed to reduced economic activity and loan payoffs as borrowers refinance
in the low interest rate environment. At March 31, 2003, the Bank had
$85,356,000 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.

At March 31, 2003, investments totaled $31,069,000, an increase of $7,375,000
or 31.13 percent over $23,694,000 at December 31, 2002. The increase in
investments is primarily the reinvestment of excess liquidity from first
quarter loan payoffs.

Deposits

At March 31, 2003, total deposits were $132,813,000, compared to $132,174,000
at December 31, 2002. This represents a 0.48 percent increase from December 31,
2002. Non-interest bearing deposits totaled $41,156,000 at March 31, 2003
compared to $38,750,000 at December 31, 2002. Interest bearing deposits totaled
$91,657,000, a reduction of $1,767,000 or 1.89 percent at December 31, 2002.

Borrowings

At March 31, 2003, Federal Home Loan Bank borrowings were $11,568,000, compared
to $11,783,000 at December 31, 2002. This represents a 1.82 percent reduction
from December 31, 2002 and is due to the payment of principal on amortizing
balances.

Stockholders Equity and Capital Resources

Stockholders equity totaled $16,086,000 at March 31, 2003, an increase of
$126,000 or 0.79 percent over December 31, 2002. This increase in capital is
principally due to net income for the quarter, substantially offset by the
payment of cash dividends to shareholders totaling $215,000 during the three
month period ended March 31, 2003.

Book value per share was $14.95 at March 31, 2003 compared to $14.84 at
December 31, 2002. Book value per share is calculated by dividing total equity
by total shares outstanding.

The following table displays the capital ratios at March 31, 2003 and December
31, 2002 for EvergreenBancorp and Bank. As the table illustrates, the capital
ratios exceed those required to be considered well-capitalized.

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|                                         |  |        |        |          |  |            |       |          |  |             |        |            |  |  |      |   |  |               |        |  |  |  |       |  
|---------------------------------------- |  | ------ | ------ | -------- |  | ---------- | ----- | -------- |  | ----------- | ------ | ---------- |  |  | ---- | - |  | ------------- | ------ |  |  |  | ----- | -
|                                         |  |        |        |          |  |            |       |          |  |             |        |            |  |  |      |   |  | Minimum to Be
|                                         |  |        |        |          |  |            |       |          |  |             |        |            |  |  |      |   |  | Well         
|                                         |  |        |        |          |  |            |       |          |  |             |        |            |  |  |      |   |  | Capitalized  
|                                         |  |        |        |          |  |            |       |          |  |             |        |            |  |  |      |   |  | Under the    
|                                         |  |        |        |          |  |            |       |          |  | Minimum     |        | Prompt    
|                                         |  |        |        |          |  |            |       |          |  | for Capital |        | Corrective
|                                         |  |        |        |          |  |            |       | Adequacy |  | Action     
|                                         |  | Actual |        | Purposes |  | Provisions
|                                         |  |        |        |          |  |            |      
|                                         |  | Amount |        | Ratio    |  | Amount     |       | Ratio    |  | Amount      |        | Ratio     
|                                         |  |        |        |          |  |            |       |          |  |             |        |           
|March 31, 2003                           |  |        |        |          |  |            |       |          |  |             |        |            |  |  |      |   |  |               |        |  |  |  |       |  
|Total Capital
(to risk-weighted
assets)  |  |        |        |          |  |            |       |          |  |             |        |            |  |  |      |   |  |               |        |  |  |  |       |  
|EvergreenBancorp                         |  | $      | 22,541 |          |  |            | 17.75 | %        |  | $           | 10,161 |            |  |  | 8.00 | % |  | $             | 12,702 |  |  |  | 10.00 | %
|EvergreenBank                            |  |        | 22,022 |          |  |            | 17.37 | %        |  |             | 10,145 |            |  |  | 8.00 | % |  |               | 12,681 |  |  |  | 10.00 | %
|Tier 1 Capital
(to risk-weighted
assets) |  |        |        |          |  |            |       |          |  |             |        |            |  |  |      |   |  |               |        |  |  |  |       |  
|EvergreenBancorp                         |  |        | 20,961 |          |  |            | 16.50 | %        |  |             | 5,081  |            |  |  | 4.00 | % |  |               | 7,621  |  |  |  | 6.00  | %
|EvergreenBank                            |  |        | 20,442 |          |  |            | 16.12 | %        |  |             | 5,073  |            |  |  | 4.00 | % |  |               | 7,609  |  |  |  | 6.00  | %
|Tier 1 Capital
(to average assets)       |  |        |        |          |  |            |       |          |  |             |        |            |  |  |      |   |  |               |        |  |  |  |       |  
|EvergreenBancorp                         |  |        | 20,961 |          |  |            | 12.31 | %        |  |             | 6,810  |            |  |  | 4.00 | % |  |               | 8,513  |  |  |  | 5.00  | %
|EvergreenBank                            |  |        | 20,442 |          |  |            | 12.23 | %        |  |             | 6,685  |            |  |  | 4.00 | % |  |               | 8,357  |  |  |  | 5.00  | %
|December 31, 2002                        |  |        |        |          |  |            |       |          |  |             |        |            |  |  |      |   |  |               |        |  |  |  |       |  
|Total Capital
(to risk-weighted
assets)  |  |        |        |          |  |            |       |          |  |             |        |            |  |  |      |   |  |               |        |  |  |  |       |  
|EvergreenBancorp                         |  |        | 22,499 |          |  |            | 17.20 | %        |  |             | 10,467 |            |  |  | 8.00 | % |  |               | 13,084 |  |  |  | 10.00 | %
|EvergreenBank                            |  |        | 22,071 |          |  |            | 16.87 | %        |  |             | 10,467 |            |  |  | 8.00 | % |  |               | 13,084 |  |  |  | 10.00 | %
|Tier 1 Capital
(to risk-weighted
assets) |  |        |        |          |  |            |       |          |  |             |        |            |  |  |      |   |  |               |        |  |  |  |       |  
|EvergreenBancorp                         |  |        | 20,863 |          |  |            | 11.95 | %        |  |             | 5,234  |            |  |  | 4.00 | % |  |               | 7,850  |  |  |  | 6.00  | %
|EvergreenBank                            |  |        | 20,438 |          |  |            | 11.62 | %        |  |             | 5,234  |            |  |  | 4.00 | % |  |               | 7,850  |  |  |  | 6.00  | %
|Tier 1 Capital
(to average assets)       |  |        |        |          |  |            |       |          |  |             |        |            |  |  |      |   |  |               |        |  |  |  |       |  
|EvergreenBancorp                         |  |        | 20,863 |          |  |            | 12.78 | %        |  |             | 6,530  |            |  |  | 4.00 | % |  |               | 8,162  |  |  |  | 5.00  | %
|EvergreenBank                            |  |        | 20,438 |          |  |            | 12.53 | %        |  |             | 6,527  |            |  |  | 4.00 | % |  |               | 8,158  |  |  |  | 5.00  | %

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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 65 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 cash flows, maturities and
sales of investments and loans.

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, 2003 and 2002. See Bancorps
annual report on Form 10-K for the year
ended December 31, 2002 for additional information.

Recent Regulatory Developments
On July 30, 2002, President Bush signed the Sarbanes-Oxley Act of 2002 (the
Sarbanes-Oxley Act). This legislation impacts corporate governance of public
companies, affecting their officers and directors, their audit committees,
their relationships with their accountants and the audit function itself.
Certain provisions of the Act became effective on July 30, 2002. Others will
become effective as the SEC adopts appropriate rules.

The Sarbanes-Oxley Act implements a broad range of corporate governance
and accounting measures for public companies designed to promote honesty and
transparency in corporate America and better protect investors from corporate
wrongdoing. The Sarbanes-Oxley Acts principal legislation includes:



| |  |  | the creation of an independent accounting oversight
board to oversee the audit of public companies and auditors who
perform such audits;                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | auditor independence provisions which restrict
non-audit services that independent accountants may provide to
their audit clients;                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  |  | additional corporate governance and responsibility
measures, including (i) requiring the chief executive officer
and chief financial officer to certify financial statements;
(ii) prohibiting trading of securities by officers and directors
during periods in which certain employee benefit plans are
prohibited from trading; (iii) requiring a companys chief
executive officer and chief financial officer to forfeit salary
and bonuses, including profits on the sale of company
securities, in certain situations; and (iv) protecting
whistleblowers and informants;
|
| |  |  | expansion of the power of the audit committee,
including the requirements that the audit committee (i) have
direct control of the engagement of the outside auditor, (ii) be
able to hire and fire the auditor, and (iii) approve all                                                                                                                                                                                                                                                                                                                                           

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| |   |  | non-audit services;                                                                                                                                                                                     
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | expanded disclosure requirements, including
accelerated reporting of stock transactions by insiders and the
prohibition of most loans to directors and executive officers of
non-financial institutions;
|
| |  |  | mandatory disclosure by analysts of potential conflicts of interest; and                                                                                                                                
|
| |  |  | a range of enhanced penalties for fraud and other violations.                                                                                                                                           




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There were no material changes in information about market risk from that
provided in the Companys annual report on Form 10-K for the year ended December 31, 2002.

December 31, 2002 (in thousands); rate changes in basis points (bp) = 1/100 of
1%.

|                      |  |               |      |                |  |  |      |  
|--------------------- |  | ------------- | ---- | -------------- |  |  | ---- | -
|IMMEDIATE RATE CHANGE |  | DOLLAR CHANGE |      | PERCENT CHANGE
|                      |  |               |      |               
|+100bp                |  | $             | 314  |                |  |  | 3.9  | %
|+50bp                 |  |               | 157  |                |  |  | 1.9  |  
|- 50bp                |  |               | (230 | )              |  |  | (2.9 | )
|-100bp                |  |               | (459 | )              |  |  | (5.8 | )

The table above indicates that, at December 31, 2002, the effect of an
immediate 100 basis point increase in interest rates would increase the
Companys net interest income by 3.9 percent or approximately $314,000. An
immediate 100 basis point decrease in rates indicates a potential reduction of
net interest income by 5.8 percent or approximately $459,000.

While net interest income or rate shock analysis is a useful tool to assess
interest rate risk, the methodology has inherent limitations. For example,
certain assets and liabilities may have similar maturities or periods to
repricing, but may react in different degrees to changes in market interest
rates. Prepayment and early withdrawal levels could vary significantly from
assumptions made in calculating the tables. In addition, the ability of
borrowers to service their debt may decrease in the event of significant
interest rate increases. Finally, actual results may vary as management may not
adjust rates equally as general levels of interest rates rise or fall.

The Company does not use interest rate
risk management products, such as interest rate swaps, hedges, or
derivatives.

While the March 31, 2003 interest rate risk analysis was not yet available, management believes that the
Banks interest rate risk has not changed significantly from the
levels indicated as of December 31, 2002.




ITEM 4. CONTROLS AND PROCEDURES

Within the 90 days prior to the
date of this report, the Companys Chief Executive Officer and
Chief Financial Officer carried out an evaluation, with the
participation of other members of management as they deemed
appropriate, of the effectiveness of the design and operation of the
Companys disclosure controls and procedures as contemplated by
Exchange Act Rule 13a-14. Based upon, and as of the date of that
evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Companys disclosure controls and procedures
are effective, in all material respects, in timely alerting them to
material information relating to the Company (and its consolidated
subsidiaries) required to be included in the periodic reports the
Company is required to file and submit to the SEC under the Exchange
Act.

There were no significant changes to
the Companys internal controls or in other factors that could
significantly affect these internal controls subsequent to the date
the Company carried out its evaluation of its internal controls.
There were no significant deficiencies or material weaknesses
identified in the evaluation and, therefore, no corrective actions
were taken.

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##### Table of Contents



Forward-Looking Information Statement

This report contains certain
forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. EvergreenBancorp., Inc.
(the Company) intends such forward-looking statements
to be covered by the safe harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995 and
is including this statement for purposes of these safe harbor
provisions. Forward-looking statements, which are based on certain
assumptions and describe future plans, strategies, and expectations of
the Company, are generally identifiable by use of the words
believe, expect, intend,
anticipate, estimate, project, or
similar expressions. The Companys ability to predict results or
the actual effect of future plans or strategies is inherently
uncertain. Important factors which could cause actual events to
differ from the Companys expectation include, but are not
limited to, fluctuation in interest rates and loan and deposit
pricing, which could reduce the Companys net interest margins,
asset valuations and expense expectations; a deterioration in the
economy or business conditions, either nationally or in the
Companys market areas, that could increase credit-related
losses and expenses; a national or local disaster, including acts of
terrorism; increases in defaults by borrowers and other loan
delinquencies resulting in increases in the Companys provision
for loan losses and related expenses; higher than anticipated costs
related to the Companys new banking centers, or slower than
expected earning assets growth which could extend anticipated
breakeven periods at these locations; significant increases in
competition; legislative or regulatory changes applicable to bank
holding companies or the Companys banking or other
subsidiaries; and possible changes in tax rates, tax laws, or tax law
interpretation.




PART II  OTHER INFORMATION




ITEM 1. LEGAL PROCEEDINGS.

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




ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

None




ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

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##### Table of Contents






ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.

None




ITEM 5. OTHER INFORMATION.

None




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.






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




|                                                       
|-------------------------------------------------------
|Exhibit 99.1  Certification of Chief Executive Officer




|                                                       
|-------------------------------------------------------
|Exhibit 99.2  Certification of Chief Financial Officer






| | (b) |  | Reports on Form 8-K                                                                                                                                                                                                                                                                                                                    
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | The following Forms 8-K were filed during the first quarter 2003:                                                                                                                                                                                                                                                                      
|
| |     |  | Bancorp filed a Current Report on Form 8-K with the SEC dated
January 22, 2003, announcing a cash dividend of 20 cents per
share of common stock payable on February 7, 2003 to
shareholders of record on January 31, 2003. A copy of the
January 21, 2003 press release issued by Bancorp was attached to
that form as Exhibit No. 99.
|
| |     |  | Bancorp filed a Current Report of Form 8-K with the SEC dated
February 27, 2003, announcing its fourth quarter and 2002
earnings. A copy of the February 3, 2003 press release issued
by Bancorp was attached to that form as Exhibit No. 99.                                                                                          

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##### Table of Contents



CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Gerald O. Hatler, Chief Executive Officer, certify that:



|1) |  | I have reviewed this quarterly report on Form 10-Q of EvergreenBancorp,
Inc.;                                                                                                                                                                                                                                                 
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2) |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3) |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4) |  | The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                                      



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5) |  | The registrants other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6) |  | The registrants other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: May 14, 2003

/s/ Gerald O. Hatler

Gerald O. Hatler
Chief Executive Officer

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##### Table of Contents



CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, William G. Filer II, Chief Financial Officer, certify that:



|1) |  | I have reviewed this quarterly report on Form 10-Q of EvergreenBancorp,
Inc.;                                                                                                                                                                                                                                                 
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2) |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3) |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4) |  | The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                                      



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which
this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5) |  | The registrants other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6) |  | The registrants other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: May 14, 2003

/s/ William G. Filer II

William G. Filer II
Chief Financial Officer

-21-