FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, DC 20549



                QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF

                      THE SECURITIES EXCHANGE ACT OF 1934

                      For the Quarter ended June 30, 1998 
      
                        Commission File Number 0-10275


                            EVERGREEN BANCORP, INC.
                            -----------------------
            (Exact name of registrant as specified in its charter)


               DELAWARE                                     36-3114735     
               --------                                     ---------- 
     (State or other jurisdiction of                      (IRS Employer
      incorporation or organization)                   Identification No.)


                 237 GLEN STREET, GLENS FALLS, NEW YORK 12801
                 --------------------------------------------
                   (Address of principal executive offices)


     Registrant's telephone number, including area code:   (518) 792-1151
                                                           --------------

     Indicate  by  check  mark whether the Registrant (1)  has  filed  all 
     reports  required to be filed by Section 13 or 15 (d) of the  Securi-
     ties 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 the number of shares outstanding of each Issuer's classes of 
     common stock, as of the latest practicable date:


     Class of Common Stock                   Number of Shares Outstanding 
                                                  as of July 31, 1998    
      -------------------                         -------------------   
      $3.33 1/3 Par Value                              8,785,176   

                   







                   EVERGREEN BANCORP, INC. AND SUBSIDIARIES

                                     INDEX

                                                                  Page No.
                                                                  --------
     PART I         FINANCIAL INFORMATION
     ------  

     Item 1    Financial Statements (unaudited):

               Consolidated Statements of Income for the Three
               Months Ended June 30, 1998, and 1997                  1 

               Consolidated Statements of Income for the Six
               Months Ended June 30, 1998, and 1997                  2 

               Consolidated Statements of Financial Condition
               as of June 30, 1998, and December 31, 1997           3-4

               Consolidated Statements of Cash Flows for the
               Six Months Ended June 30, 1998 and 1997              5-6

               Notes to Consolidated Interim                        7-9
               Financial Statements                                   

               Report of Independent Auditors                        10

     Item 2    Management's Discussion and Analysis                11-21

     Item 3    Not Applicable


     PART II        OTHER INFORMATION
     -------
      
     Item 1    Legal Proceedings - None

     Item 2    Changes in Securities - None

     Item 3    Defaults Upon Senior Securities - None

     Item 4    Submission of Matters to a Vote of Security Holders - 
                Annual meeting of Shareholders, See Attached Item 4 -
                Matters

     Item 5    Other Information - None

     Item 6    Exhibits and reports on Form 8-K

               









                            EVERGREEN BANCORP, INC.
                       CONSOLIDATED STATEMENTS OF INCOME
                            (Dollars in Thousands)
                            (Except Per Share Data)
                                                            Three Months
                                                           Ended June 30,
                                                           1998      1997  
                                                             (Unaudited)
     Interest Income:                                       
       Interest and Fees on Loans                        $14,701   $14,484
       Interest on Investment Securities                   5,073     4,101
       Interest on Federal Funds Sold & Bank Deposits        216       475
                                                         -------   -------
     Total Interest Income                                19,990    19,060
                                                         -------   -------
     Interest Expense:                                           
       Interest on Deposits:                                     
       Regular Savings, Interest Checking and Money                      
          Market Deposit Accounts                          2,387     2,431
       Other Time                                          6,530     5,664
       Interest on Short-Term Borrowings                     121        62
       Interest on Long-Term Debt                            410       421
                                                         -------   -------
          Total Interest Expense                           9,448     8,578
                                                         -------   -------
     Net Interest Income                                  10,542    10,482
     Provision for Loan Losses                               495       450
                                                         -------   -------
     Net Interest Income After Provision for                     
          Loan Losses                                     10,047    10,032
                                                         -------   -------
     Other Income:
       Trust Department Income                               744       640
       Service Charges on Deposit Accounts                   763       695
       Net Gain on Security Transactions                      35         9 
       Other                                                 458       313
                                                         -------   -------
          Total Other Income                               2,000     1,657
                                                         -------   -------
     Other Expense:                                                     
       Salaries and Employee Benefits                      4,191     4,019
       Net Occupancy and Equipment Expense                   980     1,049
       Other Expense                                       2,670     2,655
                                                         -------   -------
          Total Other Expense                              7,841     7,723
                                                         -------   -------
     Income Before Taxes                                   4,206     3,966 
     Applicable Income Taxes                               1,264     1,294
                                                         -------   -------
     Net Income                                          $ 2,942   $ 2,672    
                                                         =======   =======
     Earnings Per Common Share:
     Average Shares Outstanding - Basic                    8,776     9,010 
     Basic Income Per Share                              $   .34  $    .30 
     Diluted Income Per Share                            $   .33  $    .29

     See accompanying notes to consolidated interim financial statements.

                                       1

                            EVERGREEN BANCORP, INC.
                       CONSOLIDATED STATEMENTS OF INCOME
                            (Dollars in Thousands)
                            (Except Per Share Data)
                                                             Six Months
                                                           Ended June 30,
                                                           1998      1997  
                                                             (Unaudited)
     Interest Income:                                       
       Interest and Fees on Loans                        $29,464   $29,082
       Interest on U.S. Government & Agency Obligations    9,938     7,436
       Interest on State & Municipal Obligations             389       843
                                                         -------   -------
          Total Interest Income                           39,791    37,361
                                                         -------   -------
     Interest Expense:
       Interest on Deposits:
       Regular Savings, Interest Checking and Money
            Market Deposit Accounts                        4,771     4,840
       Other Time                                         12,719    10,733
       Interest on Short-Term Borrowings                     242       113
       Interest on Long-Term Debt                            819       812
                                                         -------   -------
          Total Interest Expense                          18,551    16,498
                                                         -------   -------
     Net Interest Income                                  21,240    20,863
     Provision for Loan Losses                               990       810
                                                         -------   -------
     Net Interest Income After Provision for 
       Loan Losses                                        20,250    20,053
                                                         -------   -------
     Other Income:
       Trust Department Income                             1,484     1,297
       Service Charges on Deposit Accounts                 1,509     1,336
       Net Gain on Security Transactions                      45         9 
       Other                                                 849       721
                                                         -------   -------
          Total Other Income                               3,887     3,363
                                                         -------   -------
     Other Expenses:
       Salaries and Employee Benefits                      8,261     8,062
       Net Occupancy Expense                               2,108     2,130
       Equipment Expense                                   5,114     5,225
                                                         -------   -------
          Total Other Expenses                            15,483    15,417
                                                         -------   -------
     Income Before Taxes                                   8,654     7,999 
     Applicable Income Taxes                               2,736     2,645
                                                         -------   -------
     Net Income                                          $ 5,918   $ 5,354 
                                                         =======   =======
     Earnings Per Common Share:
     Average Shares Outstanding - Basic                    8,821     9,047 
     Basic Income Per Share                              $   .67   $   .59 
     Diluted income Per Share                            $   .66   $   .58

     See accompanying notes to consolidated interim financial statements.

                                       2  
                                                                               
                            EVERGREEN BANCORP, INC.
                CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                            (Dollars in Thousands)

                                                      6/30/98     12/31/97
                                                    (Unaudited)
     Assets:
     Cash and Cash Equivalents:
     Cash and Due From Banks                         $   27,286   $   26,596
     Federal Funds Sold                                   7,200            -
                                                     ----------   ----------
             Total Cash and Cash Equivalents             34,486       26,596
                                                     ----------   ----------
     Securities:
     Securities Available For Sale (Amortized           
       cost of $304,334 and $246,567 at 6/30/98
       and 12/31/97, respectively)                      305,616      248,245
     Securities Held to Maturity (fair value
       of $16,488 and $35,586 at 6/30/98
       and 12/31/97, respectively)                       15,716       34,655
                                                     ----------   ----------
          Total Securities                              321,332      282,900
                                                     ----------   ----------
     Loans:
     Commercial                                         223,220      233,296
     Mortgage                                           325,253      310,839
     Installment                                        139,376      136,480
     Other                                                   64          263
                                                     ----------   ----------
          Total Loans                                   687,913      680,878
     Less:
       Allowance for Loan Losses                        (12,454)     (12,831)
       Unearned Income on Loans                          (1,388)      (1,839)
                                                     ----------   ---------- 
          Loans, Net                                    674,071      666,208
                                                     ----------   ----------

     Bank Premises and Equipment, net                    16,462       16,308
     Other Real Estate Owned                              1,974        1,067
     Other Assets                                        18,871       17,082
                                                     ----------   ----------
          Total Assets                               $1,067,196   $1,010,161
                                                     ==========   ==========

                                                           (Continued)
                                     
                                     
                                     
                                     
                                                     
                                                     







                                       3  
                                       
                            EVERGREEN BANCORP, INC.
                CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                   CONTINUED
                            (Dollars in Thousands)

                                                      6/30/98      12/31/97
                                                    (Unaudited)
     Liabilities:
     Deposits:                                        
       Demand                                        $   98,836   $  102,345
       Regular Savings, Interest Checking and  
        Money Market Deposit Accounts                   371,714      339,470
       Certificates of Deposit over $100,000            125,661      110,189
       Other Time                                       328,744      301,672
                                                     ----------   ----------
          Total Deposits                                924,955      853,676
                                                     ----------   ----------
     Federal Funds Purchased and Other Short
       Term Borrowings                                   10,534       27,208
     Accrued Taxes and Other Liabilities                 18,685       15,311
     Long-Term Debt                                      25,395       25,710
                                                     ----------   ----------
          Total Liabilities                             979,569      921,905
                                                     ----------   ----------

     Stockholders' Equity:    
     Common Stock $3.33 1/3 Par Value:  Authorized-
       20,000,000; Shares Issued 9,633,966 at June 30, 
       1998 and December 31, 1997                        32,113       32,113 
     Surplus                                              6,787        6,787
     Undivided Profits                                   62,335       59,225
     Accumulated Other Comprehensive Income                 519        1,007 
     Treasury Stock (852,156 shares at June 30, 1998
       and 727,256 shares at December 31, 1997)         (13,664)     (10,236)
     Common Stock Subscribed by ESOP                       (463)        (640)
                                                     ----------   ---------- 
          Total Stockholders' Equity                     87,627       88,256
                                                     ----------   ----------
          Total Liabilities and Stockholders' Equity $1,067,196   $1,010,161
                                                     ==========   ==========


     See accompanying notes to consolidated interim financial statements.


                                                     
                                     
                                     
                                     
                                     
                                     
                                     






                                       4  
                                          

                            EVERGREEN BANCORP, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Dollars in Thousands)
                                                           Six Months
                                                         Ended June 30,
                                                         1998      1997
                                                                      
                                                        ------    ------
     Cash Flows from Operating Activities:                         
     Net Income. . . . . . . . . . . . . . . . . . .  $  5,918  $  5,354 
     Adjustments to Reconcile Net Income to 
     Net Cash Provided by Operating Activities:
       Net Change in Unearned Loan Fees. . . . . . .        35        29 
       Net Change in Other Assets and Liabilities. .     1,634     1,643 
       Gain on Sale of Loans, Securities & OREO. . .      (102)      (12)
       Increase in Deferred Tax Benefit. . . . . . .      (141)     (581)
       Loss on Write-Down of Other Real Estate . . .        67         -
       Depreciation. . . . . . . . . . . . . . . . .       949       873
       Provision for Loan Losses . . . . . . . . . .       990       810
       Amortization of Premiums & Accretion of 
               Discounts on Securities, Net. . . . .       703       248    
                                                        ------    ------  
     
          Net Cash Provided By Operating Activities.    10,053     8,364 
                                                        ------    ------ 
     Cash Flows From Investing Activities:
     Proceeds From: 
       Sales of Securities Available for Sale. . . .    13,660       532
       Maturities of Securities Available for Sale .    69,492    27,095
       Maturities of Securities Held to Maturity . .    18,924     1,928 
     Purchases of Securities Available for Sale. . .  (141,562)  (72,791)
     Purchases of Securities Held to Maturity. . . .         -   (21,903)
     Proceeds From Sales of Loans. . . . . . . . . .     8,032       375
     Change in Credit Card and 
       Check Overdraft Receivables . . . . . . . . .      (120)     (123)
     Proceeds From Sales of Other Real Estate. . . .       461       246     
     Net Increase in Loans . . . . . . . . . . . . .   (18,178)   (5,457)
     Capital Expenditures. . . . . . . . . . . . . .    (1,103)   (1,945)
                                                        ------    ------
          Net Cash Used By
            Investing Activities . . . . . . . . . .   (50,394)  (72,043)
                                                        ------    ------ 
     Cash Flows From Financing Activities:
     Net Increase in Deposits. . . . . . . . . . . .    71,279    47,750 
     (Decrease)/Increase in Short-Term Borrowings. .   (16,674)    2,960 
     Payments on Long Term Debt. . . . . . . . . . .      (138)     (226)
     Proceeds From Sale of Treasury Stock. . . . . .       601       307
                                                              
                                                           (Continued)
                                     
                                     
                                     




                                       
                                       5                              
                                       
                            EVERGREEN BANCORP, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   CONTINUED                   
                            (Dollars in Thousands)
 
     The Six Months Ended June 30,                       1998      1997
                                                           (Unaudited)
                                                       -------   ------- 

     Payments for Purchase of Treasury Stock. . . .     (4,184)   (2,918)
     Dividends Paid . . . . . . . . . . . . . . . .     (2,653)   (2,361)
                                                       -------   -------
          Net Cash Provided By 
            Financing Activities. . . . . . . . . .     48,231    45,512 
                                                       -------   -------
     Net Increase/(Decrease) in Cash and
       Cash Equivalents . . . . . . . . . . . . . .      7,890   (18,167)
     Cash and Cash Equivalents at Beginning of Year     26,596    56,130
                                                       -------   -------
     Cash and Cash Equivalents at End of Quarter. .   $ 34,486  $ 37,963
                                                       =======   =======
     Supplemental Disclosure of Cash Flows:
     Interest Paid. . . . . . . . . . . . . . . . .   $ 18,172  $ 16,204
     Taxes Paid . . . . . . . . . . . . . . . . . .      1,069       662

     Supplemental Schedule of Non-Cash Investing and Financing Activities:
     Certain  properties which were foreclosed upon were transferred  from 
     loans to other real  estate in the amount of  $1,426,000 and $561,000 
     during the six months ended June 30, 1998 and 1997, respectively.

     Payments were made  on the  ESOP loan  in  the amount of $177,000 and
     $168,000  during  the  six  months  ended  June  30, 1998  and  1997,
     respectively.

     As  a  result of the adoption of Statement  of  Financial  Accounting 
     Standard No. 115, securities available for  sale are recorded at fair 
     value. The unrealized gain on these securities was $1,282,000 at June 
     30, 1998.  The adjustment to stockholders' equity for the  unrealized 
     gain was  $769,000, net of deferred income tax expense  of  $513,000.   
     
     At  June 30, 1997,  securities available for sale  had an  unrealized 
     gain of  $352,000. The  adjustment  to  stockholders  equity  net  of 
     deferred income tax benefit of $141,000, was $211,000.






                                 
     See accompanying notes to consolidated interim financial statements.     
                                     






                                       6  
                                       
                            EVERGREEN BANCORP, INC.
              NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                 

     1. Financial Statement Presentation
     
     The accompanying  interim consolidated  financial  statements  consist of 
     Evergreen  Bancorp, Inc. (the "Company")  and the financial statements of 
     its wholly owned subsidiary,  Evergreen Bank, N.A. The unaudited consoli-
     dated interim financial statements have  been  prepared according  to the 
     rules of the Securities  and  Exchange  Commission. In the opinion of the 
     Company,  the  accompanying  unaudited  consolidated  interim   financial 
     statements contain all adjustments necessary to present fairly the finan-
     cial position  as of  June 30, 1998,  the results of  operations  for the 
     three and six  months ended June 30, 1998 and 1997 and cash flows for the 
     six months ended June 30, 1998 and 1997. All adjustments  are of a normal  
     recurring nature. Certain information and footnote  disclosures  normally  
     included in financial statements  prepared in  accordance with  generally  
     accepted accounting principles have been condensed or omitted pursuant to 
     rules and regulations applicable to interim financial statements.
     
     The accompanying interim consolidated financial statements should be read  
     in  conjunction  with the Evergreen  Bancorp, Inc. consolidated  year-end  
     financial statements, including notes thereto, which  are included in the 
     Evergreen Bancorp, Inc. 1997 Annual Report and Form 10-K.
                                    
     2. Proposed Merger

     On  July  31,  1998, the  Company  announced  that  it  entered  into  an
     Affiliation  Agreement  and  Plan  of  Reorganization  (the  "Affiliation
     Agreement") with  Banknorth Group, Inc.,  Burlington, Vermont (Banknorth)
     for the merger of the Company with and into  Banknorth. Banknorth will be
     the surviving corporation,  and the Company's  principal bank subsidiary,
     Evergreen  Bank,  N.A., would be  operated  as a  separate subsidiary  of
     Banknorth. In consideration  of  the  merger, each  outstanding  share of
     common stock of the Company will be exchanged for .9 shares of  Banknorth
     common stock. Consummation of the merger is subject to  satisfaction of a
     number of  conditions,  including,  among other things,  stockholder  and
     regulatory approval and the receipt of a written fairness  opinion by the
     Company that the consideration offered pursuant to the Affiliation Agree-
     ment is fair from a financial  point of view  to the  stockholders of the
     Company. It is currently anticipated that the merger would be consummated
     at the end 1998, although no assurances can be given at this time.

     The Company  announced  the  termination  and  rescission  of  its  stock
     repurchase program in connection with the  Affiliation Agreement. Through
     July 31, 1998, the Company  had purchased  231,000 shares  of its  Common
     Stock under the most recent program, leaving  251,000 shares remaining to
     be purchased at the time the repurchase program was terminated.

     Directors of the Company have entered into  Stockholder Letter Agreements
     with Banknorth stipulating that each direcor will vote those shares which
     he or she has sole voting power in favor of the merger.

     In connection with  the Affilition Agreement, the Company  and  Banknorth
     have  entered into  a Stock Option  Agreement  dated July 31,  1998, (the
     "Stock Option Agreement") pursuant  to which  Banknorth has the right  to
                
                                       7

              NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                 (Unaudited)
                                 (Continued)
                                
     purchase  up to  1,888,923 shares of  Company common stock, not to exceed
     19.9% of the outstanding  shares, at a price  equal to  $27.75, per share
     exercisable under certain conditions.

     Banknorth  has  filed  with  the  Securities  and  Exchange  Commission a
     Schedule 13D, Commission File  No. 0-18173, on August 10, 1998, including
     as  exhibits thereto  the Affiliation Agreement, the Stock Option  Agree-
     ment, the Agreement and Plan of Merger, dated July 31, 1998, and the form
     of the  Stockholder  Letter  Agreements  entered  into  by  the Company's
     Directors.

     3. Payment of Dividends
     
     The  Company is a legal  entity  separate and distinct from its  bank and 
     other subsidiaries. The principal source of cash flow  of the Registrant, 
     including  cash flow to pay  dividends to its  stockholders, is dividends 
     from  Evergreen Bank. The  subsidiary  bank is  required to meet  various 
     legal  requirements  prior to the  payment of dividends  to the  Company. 
     Without the  payment of dividends  from Evergreen Bank  the Company would 
     not be able to pay dividends to its stockholders.

     4. Comprehensive Income

     On  January 1, 1998, the Company adopted the  provisions of  Statement of
     Financial Accounting Standards No. 130, "Reporting Comprehensive Income".
     This statement establishes standards for reporting and display of compre-
     hensive income  and  its  components. Comprehensive  income  includes the
     reported net income of a  company  adjusted for  items that are currently
     accounted  for as  direct entries to equity  such as  the  mark to market
     adjustment on securities available  for sale,  foreign currency items and
     minimum  pension  liability  adjustments. At the  Company,  comprehensive
     income  represents  net income  plus  other  comprehensive  income, which
     consists of  the  net change  in unrealized gains or losses on securities
     available for sale  for the period  and changes  to the  minimum  pension
     liability adjustments. Accumulated  other comprehensive income represents
     the net unrealized gains  or losses on  securities available for sale and
     the net  minimum pension  liability  adjustments as of the  balance sheet
     dates.

     Comprehensive income for the six months ended  June 30, 1998 and June 30,
     1997 was $5,430,000 and $5,541,000, respectively.

     5. Preferred Stock Purchase Rights Plan

     On April 17, 1998, the Board of Directors  of the  Company adopted a Pre-
     ferred Stock Purchase Rights Plan (the "Plan"). The Plan provides for the
     distribution of  one preferred stock purchase right  for each outstanding
     share of  common stock  of the Company. Each right  entitles  the holder,
     following  the occurrence of certain events, to purchase a unit, consist-
     ing of  one-hundredth  of a  share of  Series A Junior Participating Pre-
     ferred Stock, at  a price  of $65  per unit, subject  to  adjustment. The
     rights will not be  exercisable  or transferable  apart from  the  common
     stock  except under  certain circumstances in which  a person or group of
                                      
                                      8
                                      
	      NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                 (Unaudited)
                                 (Continued)

     affiliated persons acquires, or commences  a tender offer  to aquire, 10%
     or more  of  the Company's common stock. Rights held by such  an aquiring
     person or persons may thereafter become void. Under certain circumstances
     a right  may become a right  to purchase  common stock  or assets  of the
     Company  or an  acquiring corporation  at a  substantial  discount. Under
     certain  circumstances, the Company  may redeem  the rights  at $.001 per
     right. The rights  will expire  in May 2008  unless  earlier redeemed  or
     exchanged by the Company.

     On  July 31, 1998, the  Company  adopted  an amendment  to the  Plan that
     excludes Banknorth  and its affiliates  from the  definition of "Aquiring
     Person" for purposes of triggering the exercisability of the Rights.

     6. Earnings Per Share

     The following table shows the reconciliation of  basic to diluted earings
     per share:

		  Computation of Net Income Per Common Share
		(Dollars in Thousands, except Per Share Amounts)

                                                 Three Months Ended June 30,

                                                    1998            1997
     Basic Earnings Per Share
     Average Shares Outstanding                   8,776,000       9,010,000
     Net Income                                    $  2,942        $  2,672
     Basic Earnings Per Share                      $    .34        $    .30

     Diluted Earnings Per Share        
     Average Shares Outstanding                   8,776,000       9,010,000
     Dilutive Effect of Stock Options               183,000         106,000
     Average Potential Shares                     8,959,000       9,116,000
     Net Income                                    $  2,942        $  2,672
     Diluted Earnings Per Share                    $    .33        $    .29

                                                  Six Months Ended June 30,

                                                    1998            1997
     Basic Earnings Per Share
     Average Shares Outstanding                   8,821,000       9,047,000
     Net Income                                    $  5,918        $  5,354
     Basic Earnings Per Share                      $    .67        $    .59

     Diluted Earnings Per Share           
     Average Shares Outstanding                   8,821,000       9,047,000
     Dilutive Effect of Stock Options               183,000         106,000
     Average Potential Shares                     9,004,000       9,153,000
     Net Income                                    $  5,918        $  5,354
     Diluted Earnings Per Share                    $    .66        $    .58




                                       9                                     
                                       
                        Independent Auditors' Review Report


     The Board of Directors and Stockholders
     Evergreen Bancorp, Inc.:


     We have  reviewed  the consolidated statement  of financial condition  of 
     Evergreen Bancorp, Inc. and subsidiaries as of June 30, 1998  and the re-
     lated consolidated statements of income for the three-month and six-month
     periods ended June 30, 1998 and 1997, and the consolidated statements  of
     cash flows for the six-month periods ended  June 30, 1998 and 1997. These
     consolidated financial statements are the responsibility of the Company's
     management.

     We  conducted our review in accordance with standards established  by the
     American Institute of Certified Public Accountants.  A review  of interim
     financial information consists  principally of applying  analytical  pro-
     cedures to financial data and making inquiries of persons responsible for
     financial and accounting matters. It is substantially less in scope  than
     an audit  conducted in accordance with generally accepted auditing stand-
     ards, the objective of which  is the  expression of  an opinion regarding
     the financial statements taken as a whole. Accordingly, we do not express
     such an opinion.

     Based  on our review, we are not aware of any material modifications that
     should be made to the consolidated financial statements referred to above
     for them to be  in conformity with generally accepted accounting princip-
     les.

     We have previously audited, in accordance with  generally accepted audit-
     ing standards, the  consolidated  statement  of  financial  condition  of
     Evergreen Bancorp, Inc. and subsidiaries as of December 31, 1997, and the
     related  consolidated  statements  of  income, changes  in  stockholders'
     equity, and  cash flows for the year  then ended  (not presented herein);
     and  in our report  dated January 23, 1998, we  expressed  an unqualified
     opinion on those  consolidated  financial statements. In our opinion, the
     information  set forth  in  the  accompanying  consolidated  statement of
     financial condition as of December 31,  1997, is fairly presented, in all
     material respects, in relation to the consolidated statement of financial
     condition from which it has been derived.

     /s/ KPMG PEAT MARWICK LLP
     Albany, New York
     August 10, 1998
     
                                    
                                    
                                    
                                    
                                    
                                    





                                      
                                       10
                                        
                            EVERGREEN BANCORP, INC.                        
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
                          OF FINANCIAL CONDITION AND 
                             RESULTS OF OPERATIONS
                                        
     FINANCIAL REVIEW
     ----------------

     The principal source of earnings  for the Company  is its single  banking  
     subsidiary,  Evergreen Bank, N.A.  All  discussion  herein refers  to the 
     banking activities  of the Company's banking subsidiary  unless otherwise 
     noted.

     When used  in this  quarterly report on Form 10-Q,  the words  or phrases
     "will likely result,"  "are expected to,"  "will continue,"  "is anticip-
     ated,"  "estimate,"  "project"  or  similar  expressions  are intended to
     identify "forward-looking statements" within  the meaning of  the Private
     Securities Litigation Reform Act  of 1995. Such statements are subject to
     certain risks and uncertainties including, changes in economic conditions
     in the Company's market area, changes in policies by regulatory agencies,
     fluctuations  in interest rates, demand for loans in the Company's market
     area and competition, disruptions of the operations of the Company or any
     governmental or private entity  as a result  of the  "Year 2000 problem",
     that  could cause  actual results  to differ  materially from  historical
     earnings  and  those  presently  anticipated  or  projected. The  Company
     cautions readers  not to place undue reliance on any such forward-looking
     statements, which speak  only  as of  the date made.  The factors  listed
     above  could affect  the Company's financial  performance and could cause
     the Company's actual results for future periods to differ materially from
     any opinions  or statements  expressed  with respect to future periods in
     any current statements.

     The Company  does not undertake,  and specifically disclaims, any obliga-
     tion to publicly release  the result of  any revisions  which may be made
     to any  forward-looking  statements  to  reflect events  or circumstances
     after the date of such events  or to reflect the occurance of anticipated
     or unanticipated events.

     PROPOSED MERGER
     ---------------

     On July 31, 1998, the Company  jointly announced  that it entered into an
     Affiliation Agreement and Plan of Reorganization (the "Affiliation Agree-
     ment") with  Banknorth Group, Inc.,  Burlington, Vermont  (Banknorth) for
     the merger  of the  Company with  and into  Banknorth. See Note 2  to the
     Notes to Consolidated Interim Financial Statements.

     In April of 1998, the company adopted  a Change-in-Control Severance Plan
     (the "Severance Plan") applicable  to all  full-time employees generally,
     other than officers  who have a  separate agreement with the Company. The
     Severance  Plan  generally  entitles those employees who  are  terminated
     without Cause, following  a Change-in-Control (all  as  defined  in  such
     plan) with a severance benefit not to exceed fifty-two weeks of pay.





                                      11

                            EVERGREEN BANCORP, INC.                        
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   CONTINUED


     SUMMARY OF RESULTS OF OPERATIONS
     --------------------------------

     Net income  for  the  three months ended June 30, 1998, was $2,942,000 as
     compared to $2,672,000  in the same quarter last year. This represents an
     increase of $270,000. For the six  months  ended June 30, 1998 net income
     was $5,918,000 compared to $5,354,000 in 1997. Basic income per share for
     the quarter ended June 30, 1998, was $.34, compared to $.30 for the  June
     30, 1997  quarter. For the  three and  six  month  periods,  the  primary
     reasons for the increases in net income  were  increases  in non-interest
     income and a lower effective tax rate.

     In 1998, the annualized return on average assets for the six months ended
     June 30, was 1.15%, compared to 1.13% for the first six months last year.
     The  annualized return on  average stockholders' equity for the first six
     months of 1997 was 13.7%, compared to 12.6% for  the same period in 1997.
     The increase in the returns  on  average  assets and stockholders' equity
     are due primarily to the increased level of net income.

     NET INTEREST INCOME
     -------------------

     Net  interest  income  for the  three  months  ended  June 30,  1998  was 
     $10,542,000,  compared to $10,482,000  for the same period  of 1997. This 
     represents an increase of  $60,000, or 0.6%. The first six months of 1998
     reflects  net interest  income of  $21,240,000,  an  increase  of 1.8% as
     compared to  $20,863,000  for the  same period  last  year. On a  taxable
     equivalent basis,  net interest  income  was  $10,691,000 for the quarter
     ended June 30, 1998 as compared to $10,611,000 for the quarter ended June
     30, 1997. This represents an increase of $80,000, or 0.8%.  For the first
     six months of 1998 taxable equivalent net interest income  increased 2.0%
     to $21,532,000  from $21,108,000  for the six months ended June 30, 1997.
     The increase  in  net  interest  income  on a  taxable  equivalent  basis
     resulted  primarily from  an increase in the  volume of  average  earning
     assets as the net interest margin declined by 34 basis points. Rates paid
     on costing liabilities  rose by 9 basis points  while  rates  received on
     earning assets declined by 25 basis points. The increase in rates paid on
     costing liabilities is a result of liability growth being concentrated in
     the higher cost  time deposit  category. Average time deposits  increased
     $62,598,000. The  decrease  in  rates  received  on  earning  assets  was
     primarily attributable to a larger portion  of lower yielding  investment
     securities. Average taxable investment securities increased $82,023,000.

     ALLOWANCE FOR LOAN LOSSES
     -------------------------
     
     The Company's  allowance for loan losses  at June 30, 1998, has decreased 
     $377,000 to $12,454,000  from the December 31, 1997 balance. The decrease
     was caused primarily by a substantial chargeoff related to one commercial



                                       12

                            EVERGREEN BANCORP, INC.                        
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   CONTINUED
                                         
     borrowing  relationship  which  approximated  $1,100,000. As a percent of
     total loans, net of unearned income, the allowance was approximately 1.8%
     at June 30, 1998.  The allowance represents approximately 215.6% of total
     nonperforming loans at quarter end. The provision for loan losses for the
     quarter ended  June 30, 1998 was  $495,000 compared to  $450,000  for the
     same period in 1997. For the six months ended June 30, 1998 the provision
     totaled  $990,000, compared to  $810,000  a year  earlier. The  increased
     provision, from year earlier levels, reflects the significant loan growth
     incurred over the last year.

     The allowance  for  loan losses  represents  amounts available for future
     credit  losses  and  reflects  management's  ongoing  detailed  review of
     certain  individual  credits,  as  well as  analysis of the  historic net
     chargeoff experience of the portfolio, an evaluation of current and anti-
     cipated economic conditions,  peer group statistics  and other  pertinent
     factors.

     Loans  (or portions thereof)  deemed uncollectable  are charged against
     the allowance  while recoveries of  amounts previously  charged off are
     added to the allowance.  Provisions for loan losses charged to earnings
     are added  to the  allowance.  Amounts are charged off  once the proba-
     bility of loss has been determined, with consideration given to factors  
     such as  the  customer's  financial  condition,  underlying  collateral  
     and guarantees, and general and industry economic conditions.


     The  following  table  presents  information  concerning  nonperforming 
     loans and other real estate.

                                              6/30/98       12/31/97
                                              -------       --------
                                              (Dollars In Thousands)

               Non-Accrual                   $  4,890       $  4,838
               Past Due 90 Days                   886            951
                                             --------       --------
                 Total Nonperforming
                    Loans                    $  5,776       $  5,789
                                             ========       ========

                 Other Real Estate           $  1,974       $  1,067
                                             ========       ========
              
     The majority of the Company's  nonperforming loans consist of  commercial  
     and  commercial real estate loans.  There is no distinct concentration as 
     to type of borrower within these classifications.

     OTHER INCOME AND EXPENSE
     ------------------------

     Other income  for the  six months ended  June 30,  1998, was  $3,887,000,  
     $524,000 more than the $3,363,000 recorded in the same period  last year.

                                       13
                                       
                            EVERGREEN BANCORP, INC.                        
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   CONTINUED

     Increases  in other income  included a $187,000 increase in Trust Depart-
     ment income  over  prior year  levels, an  increase  in  deposit  service
     charges of $173,000 and an increase in other income of $128,000. 

     Other expense  for the three months ended  June 30, 1998 was  $7,841,000, 
     compared to  $7,723,000  for the  same quarter last year, an increase  of 
     $118,000,  or 1.5%.  Salaries and employee benefits expense,  the largest 
     component  of other operating  expense, increased  $172,000 to $4,191,000
     for the three months ended June 30, 1998, from $4,019,000 during the same
     period of  1997. The  principal cause  of  increased  salaries  are merit
     increases  and the addition  of a  new branch in March of 1998. Occupancy
     and equipment expenses  declined modestly and other expense  approximated
     the levels of the prior year.
                            
     INCOME TAX EXPENSE
     ------------------

     Income tax expense  for the  three month period  ended  June 30,1998, was 
     $1,264,000 as compared to $1,294,000 for the quarter ended June 30, 1997.
     For the six months ended June 30, 1998, income tax expense was $2,736,000
     compared  to  $2,645,000 in 1997.  The effective  income tax rate for the
     periods ended  June 30, 1998 and 1997 were 31.6% and 33.1%, respectively.
     The decrease  in the  effective tax rate  is attributable to  Company tax
     strategies  and  the  continuing  re-evaluation  of  reserves  related to
     federal deferred tax assets.

     CAPITAL AND LIQUIDITY
     ---------------------

     At June 30, 1998, stockholders' equity  was  $87,627,000 as  compared  to 
     $88,256,000  at December 31, 1997,  a decrease of  $629,000,  or .7%. The 
     decrease in stockholders' equity is a result of the retention of earnings
     of $3,265,000,  and a reduction  of the  ESOP balance of  $177,000, being
     offset by net treasury share transactions of $3,583,000 and a decrease in
     the market valuation of securities  available for sale, net  of  deferred
     tax expense, of $488,000. 
     
     The following table sets forth the Company's risk based capital ratios as
     of June 30, 1998  and the  regulatory  guidelines  for  well  capitalized
     institutions.          
                                     Evergreen           Well Capitalized
          Risk-Based               Bancorp, Inc.             Regulatory
            Ratios                 June 30, 1998             Guidelines 
          ----------               -------------         ----------------  

          Leverage Ratio                8.1 %                  5.0 %

          Tier 1                       13.2 %                  6.0 %

          Total Capital                14.4 %                 10.0 %



                                       14

                            EVERGREEN BANCORP, INC.                        
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   CONTINUED

     Average  federal funds sold  for the  six months ended  June 30, 1998 was 
     $14,153,000, as compared to $31,112,000 for the six months ended June 30,
     1997. Net cash provided by  operating activities was  $10,053,000 for the
     six months  ended June 30, 1998  as  compared to  net  cash  provided  of
     $8,364,000  for  the  six  months  ended  June 30, 1997. Largely  due  to
     increases in secuities balances,  net cash  used by  investing activities
     was $50,394,000 for the six months ended June 30, 1998 as compared to net
     cash used of $72,043,000 for the same period last year. Net cash provided
     by  financing activities  was $48,231,000  for the  six months of 1998 as
     compared  to cash used of  $45,512,000  for the  six months  of 1997. The
     increase in cash provided by financing activities resulted primarily from
     a $57,421,000  net increase  in  cash inflows from  deposit accounts. The
     level of cash and  cash equivalents  was  $34,486,000 at June 30, 1998 as
     compared to $37,963,000 at June 30, 1997.

     Evergreen Bank, N.A. is the principal source of funds to the Company and,
     if it cannot pay  dividends to the Company, the Company will be unable to
     pay dividends to its stockholders.

     RATE VOLUME ANALYSIS
     --------------------

     For the purposes of the following analysis, Securities Available for Sale
     are stated  at average  amortized cost  and Stockholders' Equity is unad-
     justed for the effects of SFAS No. 115.

     Non-accrual loans are included in the following analysis  and the average
     balance of these loans is deemed immaterial.

     Portions of income earned  on  certain  Commercial  Loans, US  Government 
     Obligations, and  Obligations  of  State and  Political  Subdivisions are  
     exempt from Federal and/or  State taxation. Appropriate adjustments  have  
     been made to reflect the equivalent amount of  taxable income  that would
     have been necessary to generate  an equal amount of after tax income. The
     taxable  equivalent adjustment is  based on a marginal Federal income tax
     rate of  35.0% in 1998 and 1997  along with a  marginal  State income tax
     rate of 9.0%.

     The following table sets  forth the dollar amounts of interest income (on
     a taxable  equivalent basis) and  interest  expense  and  changes therein
     resulting  from  changes in  volume and  changes in  rate.  The change in
     interest due to both rate  and volume has been allocated to change due to
     volume  and change due  to rate  based on the  percentage relationship of
     such variances to each other.








                                        
                                       15 
                                        
                            EVERGREEN BANCORP, INC.                        
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   CONTINUED

     Analysis of Variance in Net Interest Income Due to Volume and Rates



                                      For the three months ended           
                                   June 30, 1998  VS  June 30, 1997
                                        
                                   INCREASE / (DECREASE)    TOTAL
                                     DUE TO CHANGE IN      INCREASE/
                                     VOLUME       RATE    (DECREASE)  
                                   ---------------------  ----------
     Interest Earned:
     Loans 
       Taxable                      $  483       $ (298)     $  185     
       Tax-Exempt                       49           (3)         46      
     Investment Securities    
       Taxable                       1,224         (252)        972     
       Tax-Exempt                        7           (1)          6     
     Federal Funds Sold &                                                  
       Interest-Bearing Deposits      (262)           3        (259)
                                    ------       ------      ------ 
     Changes in Total Interest 
     Income                          1,501         (551)        950  
                                    ------       ------      ------ 
     Less Interest Expense Incurred:
     Regular Savings, NOW and MMDAs     81         (125)        (44)      
     Time Deposits                     798           68         866  
     Short-Term Borrowings              63           (4)         59    
     Long Term Debt                     (7)          (4)        (11)     
                                    ------       ------      ------
     Changes in Total Interest      
     Expense                           935          (65)        870  
                                    ------       ------      ------ 
     Changes in Net Interest 
     Income                         $  566       $ (486)     $   80 
                                    ======       ======      ======

















                                       16 
                                        
                            EVERGREEN BANCORP, INC.                        
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   CONTINUED


     Analysis of Variance in Net Interest Income Due to Volume and Rates


                                        For the six months ended    
                                    June 30, 1998  VS  June 30, 1997
                                        
                                   INCREASE / (DECREASE)     TOTAL
                                     DUE TO CHANGE IN       INCREASE/
                                     VOLUME       RATE     (DECREASE)  
                                   ---------------------   ----------
     Interest Earned:
     Loans and Leases
       Taxable                      $  854       $ (553)     $  301     
       Tax-Exempt                      123           (3)        120      
     Investment Securities    
       Taxable                       2,701         (225)      2,476     
       Tax-Exempt                       61          (27)         34     
     Federal Funds Sold &             
       Interest-Bearing Deposits      (468)          14        (454)
                                    ------       ------      ------ 
     Changes in Total Interest 
     Income                          3,271         (794)      2,477  
                                    ------       ------      ------ 
     Less Interest Expense Incurred:
     Regular Savings, NOW and MMDAs    134         (203)        (69)      
     Time Deposits                   1,763          223       1,986  
     Short-Term Borrowings             135           (6)        129    
     Long Term Debt                    (15)          22           7      

     Changes in Total Interest      ------       ------      ------
     Expense                         2,017           36       2,053  
                                    ------       ------      ------ 
     Changes in Net Interest 
     Income                         $1,254       $ (830)     $  424 
                                    =======       ======     ======

















                                       17 
                                        
                              EVERGREEN BANCORP, INC.
                 MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED          
                 Average Balances Three Months Ended June 30, 1998             
               
                                                Interest     Average     
                                    Average      Income/       Yield/   
                                    Balance      Expense        Rate  
     Assets:                        -------      -------      -------
     Loans 
       Taxable                   $  663,992      $14,498        8.76%     
       Tax Exempt                    15,299          286        7.50%
     Securities                                         
       Taxable                      307,635        4,934        6.43%     
       Tax Exempt                     9,719          205        8.46%
     Federal Funds Sold &                                               
       Interest Bearing Deposits     15,673          216        5.53%
                                  ---------      -------   
     Total Earning Assets         1,012,318       20,139        7.98%
                                                 -------
     Allowance for Loan                      
       Losses                       (13,336)                         
     Cash and Due from Banks         23,096                
     Other Non-Earning Assets        35,485                     
                                  ---------
          Total Assets           $1,057,563                     
                                  =========  
     Liabilities and
     Stockholders' Equity:
     Regular Savings, NOW
       and MMDAs                 $  360,407        2,387        2.66%
     Time Deposits                  462,215        6,530        5.67%     
     Short-Term Borrowings           10,146          121        4.78%
     Long Term Debt                  25,418          410        6.47%     
                                  ---------      -------    
     Total Interest                                           
       Bearing Liabilities          858,186        9,448        4.42%
                                                 -------        -----
     Demand Deposits                 95,381                     
     Other Liabilities               18,328                
     Stockholders' Equity            85,668                     
                                  
     Total Liabilities and        ---------
       Stockholders' Equity      $1,057,563                
                                  =========
     Net Interest Income (Tax                
       Equivalent Basis)                          10,691             
     Tax Equivalent Adjustment                      (149)            
                                                 -------
     Net Interest Income                         $10,542             
                                                 =======        
     Net Interest Rate Spread                                   3.56%     
                                                                =====
     Net Interest Margin                                        4.19%
                                                                =====




                                       18 
                                        
                             EVERGREEN BANCORP, INC.
                MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED          
                Average Balances Three Months Ended June 30, 1997 
                
                                                Interest     Average     
                                    Average      Income/       Yield/   
                                    Balance      Expense        Rate  
     Assets:                        -------      -------      -------
     Loans 
       Taxable                    $ 642,039     $ 14,313        8.94%     
       Tax Exempt                    12,659          240        7.60%
     Securities                                         
       Taxable                      232,107        3,962        6.85%     
       Tax Exempt                     9,405          199        8.49%
     Federal Funds Sold &                                               
       Interest Bearing Deposits     34,683          475        5.49%
                                   --------      -------   
     Total Earning Assets           930,893       19,189        8.27%
                                                 -------
     Allowance for Loan                      
       Losses                       (12,866)                         
     Cash and Due from Banks         23,881                
     Other Non-Earning Assets        33,957                     
                                   --------
          Total Assets            $ 975,865                     
                                   ========  
     Liabilities and
     Stockholders' Equity:
     Regular Savings, NOW
       and MMDAs                  $ 348,527        2,431        2.80%
     Time Deposits                  405,658        5,664        5.60%     
     Short-Term Borrowings            4,918           62        5.06%
     Long Term Debt                  25,866          421        6.53%     
                                   --------      -------    
     Total Interest                                           
       Bearing Liabilities          784,969        8,578        4.38%
                                                 -------        -----
     Demand Deposits                 91,061                     
     Other Liabilities               14,182                
     Stockholders' Equity            85,653                     
                                  
     Total Liabilities and         --------
       Stockholders' Equity       $ 975,865                
                                   ========
     Net Interest Income (Tax                
       Equivalent Basis)                          10,611             
     Tax Equivalent Adjustment                      (129)            
                                                 -------
     Net Interest Income                        $ 10,482             
                                                 =======        
     Net Interest Rate Spread                                   3.89%     
                                                                =====
     Net Interest Margin                                        4.57%
                                                                =====



                                        
                                       19 
                                       
                             EVERGREEN BANCORP, INC.
                MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED  
                 Average Balances Six Months Ended June 30, 1998

                                                 Interest     Average     
                                    Average      Income/       Yield/   
                                    Balance      Expense        Rate  
     Assets:                        -------      -------      -------
     Loans 
       Taxable                   $  662,225     $ 29,058        8.85%     
       Tax Exempt                    15,451          574        7.49%
     Securities 
       Taxable                      293,912        9,658        6.63%     
       Tax Exempt                     9,807          404        8.31%
     Federal Funds Sold &                                               
       Interest Bearing Deposits     14,153          389        5.54%
                                  ---------      -------   
     Total Earning Assets           995,548       40,083        8.12%
                                                 -------        -----
     Allowance for Loan                      
       Losses                       (13,167)                         
     Cash and Due from Banks         22,715                
     Other Non-Earning Assets        35,448                     
                                  ---------
          Total Assets           $1,040,544                     
                                  =========  
     Liabilities and
     Stockholders' Equity:
     Regular Savings, NOW
       and MMDAs                 $  356,436        4,771        2.70%
     Time Deposits                  450,601       12,719        5.69%     
     Short-Term Borrowings           10,086          242        4.84%
     Long Term Debt                  25,455          819        6.49%     
                                  ---------      -------    
     Total Interest
       Bearing Liabilities          842,578       18,551        4.44%
                                                 -------        -----
     Demand Deposits                 94,124                     
     Other Liabilities               17,620                
     Stockholders' Equity            86,222
     Total Liabilities and        ---------
       Stockholders' Equity      $1,040,544                
                                  =========
     Net Interest Income (Tax                
       Equivalent Basis)                          21,532             
     Tax Equivalent Adjustment                      (292)            
                                                 -------
     Net Interest Income                        $ 21,240             
                                                 =======        
     Net Interest Rate Spread                                   3.68%     
                                                                =====
     Net Interest Margin                                        4.36%
                                                                =====





                                       20
                                        
                              EVERGREEN BANCORP, INC.
                 MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED  
                 Average Balances Six Months Ended June 30, 1997

                                                 Interest     Average     
                                    Average      Income/       Yield/   
                                    Balance      Expense        Rate  
     Assets:                        -------      -------      -------
     Loans 
       Taxable                    $ 642,904     $ 28,757        9.02%     
       Tax Exempt                    12,132          454        7.55%
     Securities 
       Taxable                      211,889        7,182        6.84%     
       Tax Exempt                     8,353          370        8.93%
     Federal Funds Sold &                                               
       Interest Bearing Deposits     31,190          843        5.45%
                                   --------      -------   
     Total Earning Assets           906,468       37,606        8.37%
                                                 -------        -----
     Allowance for Loan                      
       Losses                       (12,697)                         
     Cash and Due from Banks         26,840                
     Other Non-Earning Assets        33,359                     
                                   --------
          Total Assets            $ 953,970                     
                                   ========  
     Liabilities and
     Stockholders' Equity:
     Regular Savings, NOW
       and MMDAs                  $ 346,680        4,840        2.82%
     Time Deposits                  388,003       10,733        5.58%     
     Short-Term Borrowings            4,464          113        5.10%
     Long Term Debt                  25,925          812        6.32%     
                                   --------      -------    
     Total Interest
       Bearing Liabilities          765,072       16,498        4.35%
                                                 -------        -----
     Demand Deposits                 89,917                     
     Other Liabilities               13,399                
     Stockholders' Equity            85,582
     Total Liabilities and         --------
       Stockholders' Equity       $ 953,970                
                                   ========
     Net Interest Income (Tax                
       Equivalent Basis)                          21,108             
     Tax Equivalent Adjustment                      (245)            
                                                 -------
     Net Interest Income                        $ 20,863             
                                                 =======        
     Net Interest Rate Spread                                   4.02%     
                                                                =====
     Net Interest Margin                                        4.70%
                                                                =====





                                       21      





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

     The Annual Meeting of Stockholders  was held on  May 7, 1998  to consider
     the following matters;

     Stockholders of the Company were asked to consider the Company's nominees 
     for director  and to elect directors,  each to serve for a term  of three 
     years.  The  Company's  nominees  for  director  were  all  elected  by a 
     plurality of the votes presented.

     Item 6(a) Exhibits - The following exhibits are submitted herewith:

               Exhibit  3 - Restated Certificate of Incorporation

               Exhibit 10 - Change in Control Severance Plan

               Exhibit 27 - Financial Data Schedule
               
     Item(b)  Reports on Form 8-K

              Current  Report  on  Form 8-K, filed  August 10, 1998 (reporting
              Item 5, Other Events, announcement of an Agreement of Merger).

              Registration Statement on Form 8-A for  Preferred Stock Purchase
              Rights, filed May 7, 1998.





























                                      22      
                                       

                                  

                                        
                                  Signatures
                                  ----------

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



                                   EVERGREEN BANCORP, INC.

     


      August 10, 1998              /S/George W. Dougan
      ---------------              -----------------------------------
          Date                             George W. Dougan
                                   President & Chief Executive Officer
                                      (Principal Executive Officer)



      August 10, 1998               /S/George L. Fredette
      ---------------               --------------------------------
          Date                             George L. Fredette 
                                    Executive Vice President, Treasurer 
                                        (Chief Financial Officer)



























                                       23 

                                                         EXHIBIT 3
RESTATED CERTIFICATE OF INCORPORATION
OF EVERGREEN BANCORP, INC.
as of May 13, 1998

(Duly adopted under Section 245 of the Delaware General Corporation Law)

The name of the corporation is EVERGREEN BANCORP, INC. (hereinafter called the
"Corporation").  The Corporation was originally incorporated as FIRST GLEN
BANCORP, INC. pursuant to its original certificate of incorporation filed with
the Delaware Secretary of State on November 3, 1980.

1.  Name.  The name of the corporation is EVERGREEN BANCORP, INC. (hereinafter
called the "Corporation").

2.  Address; Registered Agent. The address of the its registered office in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, City of
Wilmington, County of New Castle.  The name of its registered agent at such
address is The Corporation Trust Company.

3.  Purposes.  The nature of the business and purposes to be conducted or
promoted by the Corporation are to engage in, carry on and conduct any lawful
act or activity for which corporations may be organized under the General
Corporation Law of Delaware.

4.  Number and Classes of Shares; Relative Rights, Preferences, and
Limitations.  The total number of shares of all classes of stock which the
Corporation shall have authority to issue is Twenty Million, Five Hundred
Thousand (20,500,000), of which Twenty Million (20,000,000) shares of the par
value of Three Dollars, Thirty Three and One Third Cents ($3.33 1/3) each,
amounting in the aggregate to Sixty Six Million Six Hundred Sixty Six Thousand
Six Hundred Sixty Six and Two Thirds Dollars  ($66,666,666.67) shall be common
stock and Five Hundred Thousand (500,000) shares of the par value of Ten
Dollars ($10.00) each, amounting in the aggregate to Five Million Dollars
($5,000,000), shall be preferred stock. The preferred stock may be issued from
time to time in one or more series for any proper corporate purpose without
further action by the shareholders.  The designations, preferences and other
rights and limitations or restrictions of the preferred stock of each series
(other than such as are stated and expressed herein) shall be such as may be
fixed by the Board of Directors (authority so to do being hereby expressly
granted) and stated and expressed in a resolution or resolutions adopted by
the Board of Directors providing for the initial issue of preferred stock of
such series.  Such resolution or resolutions shall (a) fix the dividend rights
of holders of shares of such series, including the dividend rate thereon,
whether such dividends shall be cumulative, and, if so, on what terms, (b)fix
the terms on which stock of such series may be redeemed, including amounts
payable upon redemption if the shares of such series are to be redeemable,
(c) fix the rights of the holders of stock of such series upon dissolution,
liquidation or any distribution of assets, (d) fix the terms or amount of the
sinking fund, if any, to be provided for the purchase or redemption of stock
of such series, (e) fix the terms upon which the stock of such series may be
converted into or exchanged for stock of any other class or classes or of any
one or more series of preferred stock, if the shares of such series are to be
convertible or exchangeable, (f) fix the voting rights, if any, of the shares
of such series and (g) fix such other designations, preferences, and relative,
participating, optional or other special rights and qualifications, limitations
or restrictions thereof desired to be so fixed.

Except to the extent otherwise provided in the resolution or resolutions of
the Board of Directors providing for the initial issue of shares of a
particular series or expressly required by law, holders of shares of preferred
stock of any series shall be entitled to one vote for each share thereof so
held, shall vote share-for-share with the holders of the common stock without
distinction as to class and shall not be entitled to vote separately as a
class or a series of a class.  The number of shares of preferred stock may be
increased or decreased from time to time by the affirmative vote of the holders
of a majority of the stock of the Corporation entitled to vote, and the holders
of the preferred stock shall not be entitled to vote separately as a class or
series of a class on any such increase or decrease.

All shares of any one series of preferred stock shall be identical with each
other in all respects except that shares of any one series issued at different
times may differ as to the dates from which dividends thereon shall accumulate,
and all series of preferred stock shall rank equally and be identical in all
respects except as specified in the respective resolutions of the Board of
Directors providing for the initial issue thereof.  Subject to the prior and
superior rights of the preferred stock as set forth in any resolution or
resolutions of the Board of Directors providing for the initial issue of a
particular series of preferred stock, such dividends (payable in cash, stock
or otherwise) as may be determined by the Board of Directors may be declared
and paid on the common stock from time to time out of any fund legally
available therefor, and the preferred stock shall not be entitled to
participate in any such dividend.

No holder of stock of the Corporation shall be entitled as a matter of right,
preemptive or otherwise, to subscribe for or purchase any part of any stock
now or hereafter authorized to be issued, or shares thereof held in the
treasury of the Corporation or securities convertible into stock, whether
issued for cash or other consideration or by way of dividend or otherwise.

5.  Directors; Election and Classification.

(a) Members of the Board of Directors may be elected either by written ballot
or by voice vote.

(b) The Board shall consist of a minimum of five and a maximum of twenty-five
members.  The total number of directors may be changed from time to time
within the above minimum and maximum numbers by vote of the majority of the
total number of directors then in office, provided that such total number of
directors may not be increased by more than two between any two successive
annual meetings of shareholders.  Directors need not be stockholders and each
director shall hold office until his successor is elected and qualified or
until his earlier death, resignation or removal.

(c)  The Board of Directors shall be divided into three classes.  The number
of directors of the first class shall equal one-third (1/3) of the total
number of directors determined in the manner provided in subdivision (b) above
(with fractional remainders to count as one); the number of directors of the
second class shall equal one-third (1/3) of said total number of directors (or
the nearest whole number thereto); and the number of directors of the third
class shall equal said total number of directors minus the aggregate number of
directors of the first and second classes.  At the election of the first Board
of Directors, the class of each of three members then elected shall be
designated.  The term of office of each member then designated as a director
of the first class shall expire at the annual meeting of the shareholders
next ensuing, that of each member then designated as a director of the second
class at the annual meeting of shareholders one year thereafter, and that of
each member then designated as a director of the third class at the annual
meeting of shareholders two years thereafter.  At each annual meeting of
shareholders held after the election and classification of the first Board of
Directors, directors shall be elected for a full term of three (3) years to
succeed those members whose terms then expire.

(d)   At a special meeting of shareholders called expressly for that purpose,
any director, or the entire Board of Directors, may be removed from office at
any time, without cause, but only by the affirmative vote of the holders of not
less than eighty percent (80%) of the shares of the Corporation then entitled
to vote in an election of directors.  At a special meeting of shareholders
called expressly for that purpose, a director may be removed by the
shareholders for cause by the affirmative vote of the holders of a majority of
the shares then entitled to vote in an election of directors.  Except as may
otherwise be provided by law, cause for removal shall be construed to exist
only if the director whose removal is proposed (i) has been convicted of a
felony by a court of competent jurisdiction and such conviction is no longer
subject to direct appeal or (ii) has been adjudged by a court of competent
jurisdiction to be liable for negligence or misconduct in the performance of
his duty to the Corporation in a matter of substantial importance to the
Corporation, and such adjudication is no longer subject to direct appeal.

(e)  Notwithstanding any other provision of the Certificate of Incorporation
to the contrary, the affirmative vote of the holders of not less than eighty
percent (80%) of the shares of the Corporation then entitled to vote in an
election of directors shall be required to alter, amend or repeal, or to adopt
any provision inconsistent with the provisions of this Article 5.

6.   Adoption, Amendment and/or Repeal of By-Laws.  The Board of Directors
may from time to time (after adoption by the undersigned of the original
by-laws of the Corporation adopt, amend or repeal the by-laws of the
Corporation; provided, that any by-laws adopted, amended or repealed by the
Board of Directors may be amended or repealed, and any by-laws may be adopted,
by the stockholders of the Corporation.

7.  Compromise and Arrangements.  Whenever a compromise or arrangement is
proposed between this Corporation and its creditors or any class of them and/or
between this Corporation and its stockholders or any class of them, any court
of equitable jurisdiction within the State of Delaware may, on the application
in a summary way of this Corporation or of any creditor or stockholder thereof
or on the application of any receiver or receivers appointed for this
Corporation under the provisions of section 291 of Title 8 of the Delaware Code
or on the application of trustees in dissolution or of any receiver or
receivers appointed for this Corporation under the provisions of section 279
of Title 8 of the Delaware Code order a meeting of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said
court directs.  If a majority in number representing three-fourths in value of
the creditors or class of creditors, and/or of the stockholders or class of
stockholder of this Corporation, as the case may be, agree to any compromise
or arrangement and to any reorganization of this Corporation as a
consequence of such compromise or arrangement, the said compromise or
arrangement and the said reorganization shall, if sanctioned by the court to
which the said application has been made, be binding on all the creditors or
class of creditors, and/or on all the stockholders or class of stockholders,
of this Corporation, as the case may be, and also on this Corporation.

8.  Shareholder Approval of Business Combinations.  The approval of any
Business Combination (as hereinafter defined) shall, in addition to any
affirmative vote required by law or any other provision of this Certificate of
Incorporation, require the affirmative vote of the holders of not less than
eighty percent (80%) of the shares of the Corporation then entitled to vote
generally in the election of directors of the Corporation voting as a single
class, with each share to have one (1) vote; provided, however, that any such
Business Combination may be approved by the affirmative shareholder vote
required by law or otherwise, if:
(a) such Business Combination is approved by not less than eighty percent
(80%) of the entire Board of Directors of the Corporation, or (b) the
consideration to be received per share by holders of Common Stock of the
Corporation and by holders of each other class of stock entitled to vote
generally in the election of directors of the Corporation, if any, is Fair
Consideration (as hereinafter defined).

a.  Definitions for the purposes of Article 8:

1.  "Business Combination" shall mean as follows:

(i) any merger or consolidation of the Corporation or any Subsidiary (as
hereinafter defined) with (1) any Substantial Shareholder (as hereinafter
defined), or (2) any other corporation which, after such merger or
consolidation, would be a Substantial Shareholder, regardless of which entity
survives;

(ii)  any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to or with any
Substantial Shareholder of all or substantially all of the assets of the
Corporation or any Subsidiary, or both;

(iii) the adoption of any plan or proposal for the liquidation of the
Corporation proposed by or on behalf of a Substantial Shareholder; or

(iv)  any transaction involving the Corporation or any Subsidiary, including
any issuance, transfer or reclassification of any securities of, or any
recapitalization of, the Corporation or any Subsidiary, or any merger or
consolidation of the Corporation with any Subsidiary (whether or not involving
a Substantial Shareholder), if the transaction would have the effect, directly
or indirectly, of increasing the proportionate share of the outstanding shares
of any class of equity or convertible securities of the Corporation or any
Subsidiary, of which a Substantial Shareholder is the Beneficial Owner.

2.  "Substantial Shareholder" shall mean and include any individual,
corporation, partnership or other person or entity (other than the Corporation
or any Subsidiary) which, together with its "Affiliates" and "Associates" (as
such terms were defined as of December 11, 1984, under Rule 13d-3 under the
Securities Exchange Act of 1934) is the Beneficial Owner (as hereinafter
defined) in the aggregate of more than five percent (5%) of the voting power
of the then-outstanding shares of the Corporation entitled to vote generally
in an election of directors; and any Affiliate or Associate of any such
individual, corporation, partnership or other person or entity.

3.  "Beneficial Owner" - The term "Beneficial Owner" shall be defined with
reference to the rules and regulations of the Securities and Exchange
Commission under the Securities and Exchange Act of 1934 as in effect from
time to time provided that in addition thereto a person shall be a Beneficial
Owner of any capital stock or be considered to "Beneficially" own any capital
stock:

(i)  which such person or any of its Affiliates and Associates beneficially
owns, directly or indirectly; or

(ii) which such person or any of its Affiliates and Associates has (1) the
right to acquire (whether such right is exercisable immediately or only after
the passage of time) pursuant to any agreement, arrangement or understanding
or upon the exercise of conversion rights, exchange rights, warrants or options,
or otherwise, or (2) the right to vote pursuant to any agreement, arrangement
or understanding; or

(iii)   which are beneficially owned, directly or indirectly, by any other
person with which such person or any of its Affiliates or Associates has
any agreement, arrangement or understanding for the purposes of acquiring,
holding, voting or disposing of any shares of capital stock.

4.  "Subsidiary" shall mean any corporation of which a majority of any class
of equity security is owned, directly or indirectly by the Corporation.

5.  "Fair Consideration" shall mean,

(i) in the case of shares of Common Stock of the Corporation, an amount in
cash or readily available funds at least equal to the highest of the following
(whether or not the Substantial Shareholder has previously acquired any such
shares):

(a) the highest per share price paid by the Substantial Shareholder for
any such shares acquired by it within the four-year period immediately
preceding the first public announcement of the proposal of the Business
Combination (hereinafter referred to as the "Announcement Date"), plus an
"Adjustment" of such price, as defined hereafter in this Article 8;

(b)  the highest reported per share price at which shares were publicly
traded during the two-year period immediately preceding the Announcement Date,
plus an "Adjustment" of such price, as defined hereafter in this Article 8;

(c)  the per share fair market value of such shares on the Announcement
Date, plus an "Adjustment" of such value, as defined hereafter in this Article
8; or

(d)  the book value per share of the Common Stock of the Corporation
(determined in accordance with generally accepted accounting principles) as of
the end of the latest fiscal quarter preceding the Announcement Date, plus an
"Adjustment" of such value as defined hereafter in this Article 8.

(ii)  and in the case of any other shares of voting stock of the Corporation
outstanding, an amount in cash or readily available funds at least equal to
the highest of the following (whether or not the Substantial Shareholder has
previously acquired any such shares):

(a)   the highest per share price paid by the Substantial Shareholder for
any such shares acquired by it within the four-year period immediately
preceding the Announcement Date, plus an "Adjustment" of such price, as
defined hereafter in this Article 8;

(b)   the highest reported per share price at which such shares were publicly
traded during the two-year period immediately preceding the Announcement Date,
plus an "Adjustment" of such price, as defined hereafter in this Article 8;

(c)  the per share fair market value of such shares on the Announcement Date,
plus an "Adjustment" of such price, as defined hereafter in this Article 8; or

(d)     the highest preferential amount per share to which the holders of such
shares are entitled in the event of voluntary or involuntary liquidation or
dissolution of the Corporation.

An "Adjustment" of any price or value per share for shares of stock of the
Corporation under this Article 8 shall equal an amount of interest on such
price or value compounded annually from the Announcement Date until the
consummation of the Business Combination (the "Consummation Date"), or, in the
case of subdivisions (a) and (b) in each of subsections 5(i) and 5 (ii) in this
Article 8, from the date the Substantial Shareholder first became a Substantial
Shareholder (the "Determination Date") until the Consummation Date, at a market
prime rate of interest as may be determined from time to time by a majority of
the Board of Directors of the Corporation, less the aggregate amount of any
cash dividends per share paid on such class of shares during such period up to
but not in excess of such amount of interest.

Notwithstanding any other provision of this Certificate of Incorporation or any
provision of law or any preferred stock designation to the contrary, but
in addition to any affirmative vote of the holders of any particular class or
series of outstanding voting stock of the Corporation required by law or this
Certificate of Incorporation or any preferred stock designation of this
Corporation, the affirmative vote of the holders of at least eighty percent
(80%) of the voting power of the then outstanding shares of the Corporation
then entitled to vote in an election of directors, voting together as a single
class, shall be required to alter, amend or repeal, or to adopt any provision
inconsistent with, this Article 8 or any provision of this Article 8.

9.  Director Liability.  No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived
an improper personal benefit.

IN WITNESS WHEREOF, I have signed this Restated Certificate of Incorporation,
on behalf of the Corporation and in the capacity set forth below, and certify
that the foregoing Restated Certificate of Incorporation was duly adopted by
the board of directors and stockholders of the Corporation pursuant to section
245 of the Delaware General Corporation Law.

/s/ Paul A. Cardinal
Paul A. Cardinal
Executive Vice President,
General Counsel & Secretary


                                                        EXHIBIT 10
EVERGREEN BANCORP, INC.
CHANGE IN CONTROL SEVERANCE PAY PLAN

The Evergreen Bancorp, Inc. Change in Control Severance Pay Plan, as set forth
herein, is intended to help attract and retain qualified employees and maintain
a stable work environment by making provision for the protection of covered
employees in connection with a Change in Control as set forth herein.

ARTICLE 1

DEFINITIONS

1.1  "Annual Pay" means, in the case of a Salaried Employee, the higher of
(a) the Employee's annual base salary in effect immediately prior to the
Employee's Date of Termination, or (the Employee's highest annual base salary
in effect during the one (1) year period preceding the Change in Control.  In
the case of an Hourly Employee, "Annual Pay" means the higher of (a) the
Employee's straight time hourly rate of pay in effect immediately prior to the
Employee's Date of Termination multiplied by 1,950, or (b)the Employee's highest
straight time hourly rate of pay during the one (1) year period preceding the
Change in Control multiplied by 1,950.  For purposes of the foregoing, salary
reduction elections pursuant to Sections 125 and 401(k) of the Internal Revenue
Code of 1986, as amended, shall not be taken into account.

1.2   "Bank" means Evergreen Bank, N.A. and any successors thereto.

1.3   "Benefit Period" means, with respect to an Employee, a period equal to
six (6) weeks plus a number of weeks equal to the product of (a) the Employee's
Years of Service and (b) two (2); provided, however, that in no event shall
the Benefit Period exceed fifty-two (52) weeks.

1.4  "Board" means the Board of Directors of the Company.

1.5  "Cause" means

(a) the willful and continued failure of an Employee to
substantially perform the  Employee's duties with the Bank (other than any
such failure resulting from incapacity due to physical or mental illness),
after a written demand for substantial performance is delivered to the Employee
by the Employee's supervisor which specifically identifies the manner in which
the Employee's supervisor believes that the Employee has not substantially
performed the Employee's duties; or

(b)  the willful engaging by the Employee in illegal conduct or gross
misconduct which is materially and demonstrably injurious to the Bank.

For purposes of the preceding clauses (a) and (b), no act or failure to act,
on the part of the Employee, shall be considered "willful" unless it is done,
or omitted to be done, by the Employee in bad faith or without reasonable
belief that the Employee's action or omission was in the best interests of the
Company and/or the Bank.  Any act, or failure to act, based upon the
instructions or with the approval of the Employee's superior shall be
conclusively presumed to be done, or omitted to be done, by the Employee in good
faith and in the best interests of the Bank and the Company.

1.6   "Change in Control" means a change in control of the Company of a nature
that would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A (or in response to any similar item on any similar schedule
or form) promulgated under the Exchange Act, whether or not the Company is then
subject to such reporting requirement; provided, however, that without
limitation, a Change in Control shall be deemed to have occurred if:

(a)  any Person, excluding employee benefit plans of the Company, is or becomes
the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act), directly or indirectly, of securities of the Company representing twenty-
five percent (25%) or more of the combined voting power of the Company's then
outstanding securities;

(b)    the Company consummates a merger, consolidation, share exchange,
division or other reorganization or transaction of the Company (a "Fundamental
Transaction") with any other corporation, other than a Fundamental Transaction
that results in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) at least sixty
percent (60%) of the combined voting power immediately after such Fundamental
Transaction of (i) the Company's outstanding securities, (ii) the surviving
entity's outstanding securities, or (iii) in the case of a division, the
outstanding securities of each entity resulting from the division;

(c)   the shareholders of the Company approve a plan of complete liquidation
or winding-up of the Company or an agreement for the sale or disposition (in
one transaction or a series of transactions) of all or substantially all of
the Company's assets;

(d)   as a result of a proxy contest, individuals who, prior to the conclusion
thereof, constituted the Board (including for this purpose any new director
whose election or nomination for election by the Company's shareholders in
connection with such proxy contest was approved by a vote of at least two-thirds
(2/3) of the directors then still in office who were directors prior to such
proxy contest) cease to constitute at least a majority of the Board (excluding
any Board seat that is vacant or otherwise unoccupied);

(e)   during any period of twenty-four (24) consecutive months, individuals who
at the beginning of such period constituted the Board (including for this
purpose any new director whose election or nomination for election by the
Company's shareholders was approved by a vote of at least two-thirds (2/3) of
the directors then still in office who were directors at the beginning of
such period) cease for any reason to constitute at least a majority of the
Board (excluding any Board seat that is vacant or otherwise unoccupied); or

(f) the Board determines that a Change in Control has occurred.

1.7 "Company" means Evergreen Bancorp, Inc., a Delaware corporation and any
successors thereto.

1.8    "Coverage Period" means the period commencing on the date on which a
Change in Control occurs and ending on the second anniversary thereof.

1.9    "Date of Termination" means the date on which the employment of an
Employee terminates.

1.10   "Disability" means the absence of the Employee from the Employee's
duties with the Bank on a full-time basis for 180 consecutive business days as
a result of incapacity due to mental or physical illness which is determined
to be total and permanent by a physician selected by the Bank or its insurers
and acceptable to the Employee or the Employee's legal representative (such
agreement as to acceptability not to be withheld unreasonably), provided that
such absence shall constitute "Disability" only if the Employee is entitled to
long-term disability benefits for the period of his disability after such 180
day period at least equal to fifty percent (50%) of the Employee's Annual Pay.

1.11    "Employee" means any employee of the Bank, whether compensated on a
salaried or hourly basis, other than an employee who (a) is regularly scheduled
to work less than 37 hours per week or (b) has entered into an individual
written agreement with the Company providing for the payment of severance
benefits in the event of a qualifying termination of employment with the
Company and/or the Bank following a "Change in Control."

1.12    "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.

1.13    "Good Reason" means, with respect to an Employee:

(a)   a reduction by the Company and/or the Bank in the Employee's annual base
salary (in the case of a Salaried Employee) or straight time hourly rate of pay
(in the case of an Hourly Employee) as in effect on the date of the adoption of
this Plan or as the same may be increased from time to time;

(b)   the Company's and/or the Bank's requiring the Employee (i) to be based
at any office or location that is more than thirty-five (35) miles from the
Employee's office or location immediately prior to the Change in Control, or
(ii) to travel on business to a substantially greater extent than required
immediately prior to the Change in Control;

(c)   the failure by the Company and/or the Bank, without the Employee's
consent, to pay to the Employee any portion of the Employee's current
compensation, or to pay to the Employee any portion of an installment of
deferred compensation under any deferred compensation program of the Bank or
the Company within seven (7) days of the date such compensation is due;

(d)   the failure by the Company and/or the Bank to continue in effect any
compensation plan in which the Employee participates immediately prior to the
Change in Control which is material to the Employee's total compensation,
unless an equitable arrangement (embodied in an ongoing substitute or
alternative plan) has been made with respect to such plan, or the failure by
the Company and/or the Bank to continue the Employee's participation therein
(or in such substitute or alternative plan) on a basis not materially less
favorable, both in terms of the amount of  benefits provided and the level of
the Employee's participation relative to other participants, as existed at the
time of the Change in Control;

(e)   the failure by the Company and/or the Bank to continue to provide the
Employee with benefits substantially similar to those enjoyed by the Employee
under any of the Company's or the Bank's pension, life insurance, medical,
health and accident, or disability plans in which the Employee was
participating at the time of the Change in Control, the taking of any action
by the Company and/or the Bank which would directly or indirectly materially
reduce any of such benefits or deprive the Employee of any material fringe
benefit enjoyed by the Employee at the time of the Change in Control, or the
failure by the Company and/or the Bank to continue to provide the Employee
with the number of paid vacation days to which the Employee is entitled on the
basis of Years of Service with the Bank in accordance with the Bank's vacation
policy in effect at the time of the Change in Control; or

(f)   any failure by the Company to comply with and satisfy Section 2.4 hereof.

1.14  "Hourly Employee" means an Employee who is compensated on an hourly basis.

1.15 "Person" shall have the meaning given in Section 3(a)(9) of the Exchange
Act, as modified and used in Sections 13(d)(3) and 14(d) thereof.

1.16 "Plan" means the Evergreen Bancorp, Inc. Change in Control Severance Pay
Plan, as set forth herein, as may be amended from time to time.

1.17  "Plan Administrator" means the Bank.

1.18  "Salaried Employee" means an Employee who is compensated on a salaried
basis.

1.19   "Subsidiary" means any corporation or other entity controlled by
Evergreen Bancorp, Inc.

1.20   "Weekly Pay" means, with respect to an Employee, an Employee's Annual
Pay divided by fifty-two (52).

1.21   "Years of Service" means, for purposes of this Plan, each year or
fraction thereof during which an Employee was employed by the Company and/or
the Bank, including any periods during which an employee was on vacation or
authorized sick leave, or, if greater, the Employee's years of service credited
under the Employee's Retirement Plan of Evergreen Bancorp, Inc.

ARTICLE  2

EMPLOYEE BENEFITS AND RIGHTS

2.1  General Termination Rights and Benefits.  If an Employee's employment by
the Bank is terminated during the Coverage Period for any reason (whether by
the Company, the Bank, or by the Employee), the Company shall pay (or cause
the Bank to pay) to the Employee the payments and benefits described in
paragraphs (a) through (c) below.

(a) Previously Earned Wages.  The Company shall pay (or cause the Bank to pay)
the Employee's full salary or hourly wages to the Employee through the
Employee's Date of Termination, together with all compensation and benefits
payable to the Employee through the Date of Termination under the terms of any
compensation or benefit plan, program or arrangement maintained by the Company
and/or the Bank during such period.

(b)  Previously Earned Benefits. The Company shall pay (or cause the Bank to
pay) the Employee's normal post-termination compensation and benefits to the
Employee as such payments become due.  Such post-termination compensation and
benefits shall be determined under, and paid in accordance with, the Company's
and/or the Bank's retirement, insurance and other compensation or benefit plans,
programs and arrangements.

(c)  Vacation.  The Company shall pay (or cause the Bank to pay) to the
Employee a lump sum cash amount equal to the product of (i) the Employee's
number of unused vacation days and (ii) the Employee's Daily Earnings.  An
Employee's Daily Earnings shall be an amount equal to the Employee's Weekly Pay
divided by five (5).

2.2  Severance Benefits.  In addition to the payments provided for by Section
2.1(a) hereof, the Company shall pay (or cause the Bank to pay) to the
Employee the payments and benefits described in Sections 2.2(a) and 2.2(b)
below (the "Severance Benefits") upon termination of the Employee's employment
by the Bank during the Coverage Period, unless such termination is (a) by the
Bank for Cause, (b) by reason of the Employee's death or Disability, or (c) by
the Employee without Good Reason.

(a)  Severance Payments.  The Company shall pay (or cause the Bank to pay) to
the Employee the Employee's Weekly Pay for the Employee's Benefit Period.

(b)  Continued Benefits. After an Employee's Date of Termination, the Company
shall provide (or cause the Bank to provide) the Employee with life and health
insurance benefits substantially similar to those which the Employee is
receiving immediately prior to the Employee's Date of Termination (without
giving effect to any reduction in such benefits subsequent to the Change in
Control which reduction constitutes or may constitute Good Reason) for a period
equal to the Employee's Benefit Period.  Benefits otherwise receivable by an
Employee pursuant to this Section 2.2(b) shall be reduced to the extent
comparable benefits are actually received by or made available to the Employee
by any other employer(s) during the same time period for which such benefits
would be provided pursuant to this Section 2.2(b) at a cost to the Employee
that is commensurate with the cost incurred by the Employee immediately prior
to the Employee's Date of Termination (without giving effect to any increase
in costs paid by the Employee after the Change in Control which constitutes or
may constitute Good Reason); provided, however, that if the Employee becomes
employed by a new employer which maintains a medical plan that either (i) does
not cover the Employee or a family member or dependent with respect to a
preexisting condition which was covered under the applicable Company or Bank
medical plan, or (ii) does not cover the Employee or a family member or
dependent for a designated waiting period, the Employee's coverage under the
applicable Company or Bank medical plan shall continue until the earlier of
the end of the applicable period of noncoverage under the new employer's plan
or the end of the Employee's Benefit Period.  The Employee shall be entitled
to elect to change his level of coverage and/or his choice of coverage options
(such as Employee only or family medical coverage) with respect to the benefits
to be provided by the Company (or by the Bank at the Company's direction) to
the Employee to the same extent that active employees of the Bank are permitted
to make such changes; provided, however, that in the event of any such change
the Employee shall pay the amount of any cost increase that would actually be
paid by an active employee of the Bank by reason of making the same change in
his level of coverage or coverage options.  Any such benefits actually received
by or made available to an Employee from such other employer(s) shall be
reported to the Bank by the Employee.

2.3 Timing of Severance Payments.  The payments provided for by this Article 2
shall be paid in accordance with usual payroll practices applicable to Bank
Employees.

2.4   Successors.  In addition to any obligations imposed by law upon any
successor to the Company, the Company shall be obligated to require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company to expressly assume the Company's obligations under this Plan in the
same manner and to the same extent that the Company would be required to
perform it if no such succession had taken place.

ARTICLE 3

PLAN ADMINISTRATION

3.1 Authority to Plan Administrator.  The Plan shall be interpreted,
administered and operated by the Plan Administrator, subject to the express
provisions of the Plan.

3.2 Delegation of Duties.  The Plan Administrator may delegate any of its
duties hereunder to such person or persons from time to time as it may
designate.

3.3 Engagement of Third Parties.  The Plan Administrator is empowered, on behalf
of the Plan, to engage accountants, legal counsel and such other personnel as
it deems necessary or advisable to assist it in the performance of its duties
under the Plan.  The functions of any such persons engaged by the Plan
Administrator shall be limited to the specified services and duties for which
they are engaged, and such persons shall have no other duties, obligations or
responsibilities under the Plan.  Such persons shall exercise no discretionary
authority or discretionary control respecting the management of the Plan.  All
reasonable expenses hereof shall be borne by the Company.

ARTICLE 4

CLAIMS

4.1 Claims Procedure.  Claims for benefits under the Plan shall be filed with
the Plan Administrator.  If any Employee or other payee claims to be entitled
to a benefit under the Plan and the Plan Administrator determines that such
claim should be denied in whole or in part, the Plan Administrator shall
notify such person of its decision in writing.  Such notification will be
written in a manner calculated to be understood by such person and will
contain (a) specific reasons for the denial, (b) specific reference to
pertinent Plan provisions, (c) a description of any additional material or
information necessary for such person to perfect such claim and an explanation
of why such material or information is necessary, and (d) information as to the
steps to be taken if the person wishes to submit a request for review.  Such
notification will be given within ninety (90) days after the claim is received
by the Plan Administrator.  If such notification is not given within such
period, the claim will be considered denied as of the last day of such period
and such person may request a review of his claim.

4.2     Review Procedure.  Within sixty (60) days after the date on which
a person receives a written notice of a denied claim (or, if applicable,
within sixty (60) days after the date on which such denial is considered to
have occurred) such person (or his duly authorized representative) may (a)file
a written request with the Plan Administrator for a review of his denied claim
and of pertinent documents and (b)submit written issues and comments to the
Plan Administrator.  The Plan Administrator will notify such person of its
decision in writing.  Such notification will be written in a manner calculated
to be understood by such person and will contain specific reasons for the
decision  as well as specific references to pertinent Plan provisions.  The
decision on review will be made within sixty (60) days after the request for
review is received by the Plan Administrator.  If the decision on review is
not made within such period, the claim will be considered denied.

4.3   Claims and Review Procedures Not Mandatory. The claims procedure and
review procedure provided for in this Article 4 are provided for the use and
benefit of Employees who may choose to use such procedures, but compliance
with the provisions of this Article 4 are not mandatory for any Employee
claiming benefits under the Plan.  It shall not be necessary for any Employee
to exhaust these procedures and remedies prior to bringing any legal claim or
action, or asserting any other demand, for payments or other benefits to which
such Employee claims entitlement hereunder.

ARTICLE 5

MODIFICATION AND TERMINATION

The Plan may be amended or terminated by the Board at any time; provided,
however, that the Plan may not be terminated or amended in a manner adverse to
the interests of any Employee (without the consent of the Employee) during the
Coverage Period.  Upon the expiration of the Coverage Period, the Plan may not
be amended in any manner which would adversely affect the rights of any
Employee to receive any and all payments or benefits pursuant to Article 2
hereof by reason of a termination of the Employee's employment during the
Coverage Period, and the Company's obligations to make such payments and
provide such benefits shall survive any termination of the Plan.

ARTICLE 6

MISCELLANEOUS

6.1   No Right to Continued Employment.  Nothing in the Plan shall be deemed
to give any Employee the right to be retained in the employ of the Bank, or to
interfere with the right of the Bank to discharge him or her at any time and
for any lawful reason, with or without notice, subject to the terms of this
Plan.

6.2   No Assignment of Benefits. Except as otherwise provided herein or by law,
no right or interest of any Employee under the Plan shall be assignable or
transferable, in whole or in part, either directly or by operation of law or
otherwise, including without limitation by execution, levy, garnishment,
attachment, pledge or in any manner; no attempted assignment or transfer
thereof shall be effective; and no right or interest of any Employee under the
Plan shall be liable for, or subject to, any obligation or liability of such
Employee.

6.3  Death. This Plan shall inure to the benefit of and be enforceable by an
Employee's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.  If an Employee shall
die while any amount would still be payable to the Employee hereunder (other
than amounts which, by their terms, terminate upon the death of the Employee)
if the Employee had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Plan to the
executors, personal representatives or administrators of the Employee's estate.

6.4 Incompetency.  Any benefit payable to or for the benefit of a minor, an
incompetent person or other person incapable of giving a receipt therefor shall
be deemed paid when paid to such person's guardian or to the party providing
or reasonably appearing to provide for the care of such person, and such
payment shall fully discharge the Company, the Bank, the Plan Administrator
and all other parties with respect thereto.

6.5 Enforceability.  If any provision of the Plan shall be held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provisions hereof, and the Plan shall be construed and enforced as if such
provisions had not been included.

6.6   Effective Date.  The Plan shall be effective as of the date it is adopted
by the Board and shall remain in effect unless and until terminated by the
Board, subject to the requirements of Article 5 hereof.

6.7   Mitigation.  An Employee is not required to seek other employment or to
attempt in any way to reduce any amounts payable to the Employee by the Company
or by the Bank hereunder.  Further, the amount of any payment or benefit
provided for in Article 2 hereof (other than to the extent provided in Section
2.2(b) hereof) shall not be reduced by any compensation earned by the Employee
as the result of employment by another employer, by retirement benefits, by
offset against any amount claimed to be owed by the Employee to the Company or
the Bank, or otherwise.

6.8 Modification, Waiver.  A waiver by an Employee at any time of any breach
of the terms of this Plan or of compliance with any condition or provision of
this Plan to be performed by the Company or the Bank shall not be deemed a
waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time.

6.9  Withholding Taxes.  Any payments provided for hereunder shall be paid net
of any applicable withholding required under federal, state or local law and
any additional withholding to which the Employee has agreed.

6.10  Headings.  The headings and captions herein are provided for reference
and convenience only, shall not be considered part of the Plan, and shall not
be employed in the construction of the Plan.

6.11  Notices.  Any notice or other communication required or permitted pursuant
to the terms hereof shall be deemed to have been duly given when delivered or
mailed by United States Mail, first class, postage prepaid, addressed to the
intended recipient at his, her or its last known address.

6.12  Governing Law.  This Plan shall be construed and enforced according to
the laws of the State of New York to the extent not preempted by Federal law,
which shall otherwise control.
IN WITNESS WHEREOF, the Company has caused the Plan to be duly adopted this
20th day of April, 1998.

EVERGREEN BANCORP, INC.

By:     /s/ George W. Dougan
George W. Dougan,
Chairman and Chief Executive Officer