UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549
                                   FORM 10-K

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended     December 31, 1997    Commission File No.: 0-10275

                            EVERGREEN BANCORP, INC.
           (Exact name of Registrant as specified in its Charter)

                  DELAWARE                                  36-3114785
        (State of incorporation)            (I.R.S. Employer Identification No.)
237 Glen Street, Glens Falls, New York                         12801
(Address of principal executive offices)                    (Zip Code)

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

           Securities registered pursuant to Section 12(b) of the Act:

Title of each class                        Name of exchange on which registered
       NONE                                                     NONE

            Securities registered pursuant to Section 12(g) of the Act:

                    Common Stock, $ 3.33 1/3 Par Value
                              (Title of Class)

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

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes   X          No

The aggregate market value of the Registrant's common stock (based
upon the average of the bid and asked prices on February 27, 1998)
held by non-affiliates was approximately $185.4 million, excluding
1,185,000 shares held by affiliates of the registrant. The number
of shares of Registrant's Common Stock outstanding on February 27,
1998 was 8,909,353.

                  DOCUMENTS INCORPORATED BY REFERENCE

(1)      Portions of the Registrant's Annual Report to Stockholders
         for the fiscal year ended December 31, 1997(Parts I, II and IV).

(2)      Portions of the Registrant's Proxy Statement for its 1998
         Annual Meeting of Stockholders to be filed within 120 days of the
         Registrant's fiscal year-end (Part III).

                              PART I

                      EVERGREEN BANCORP, INC.

ITEM 1. Description of Business

                              GENERAL

      Evergreen Bancorp, Inc. ("Registrant" or "Evergreen") is a Delaware
Corporation registered as a bank holding company under the Bank Holding
Company Act of 1956, as amended (the "BHC Act") having its principal
place of business at 237 Glen Street, Glens Falls, New York. Evergreen
commenced business under its former name of First Glen Bancorp on
November 3, 1980. Evergreen adopted its current name on April 23,
1986.

      The Registrant conducts substantially all of its business through
its sole banking subsidiary, Evergreen Bank, N.A. (the "Bank"). Its
predecessor bank, The First National Bank of Glens Falls, was originally
organized as a state-chartered bank in New York State in 1853, and
was converted to a national bank in 1865. Today, the Bank is regulated
by the Office of the Comptroller of the Currency ("OCC"). The deposits
of Evergreen Bank are insured by the Federal Deposit Insurance Corporation
("FDIC") to the extent permitted by law. See "Supervision and Regulation."
The Bank's principal offices are in Glens Falls, New York, and it
has 25 banking offices in 8 counties of upstate New York. At December
31, 1997 Evergreen Bank had total assets of approximately $1,002 million,
total deposits of approximately $857 million, and total stockholders'
equity of approximately $83 million.

      Evergreen and its principal bank subsidiary derive substantially
all of their revenue and income from the furnishing of bank and bank-related
services. Evergreen functions primarily as the holder of stock of
its subsidiaries and assists the management of its subsidiaries as
appropriate.

      The Bank conducts a general commercial banking and trust business
at 27 locations in upstate New York, concentrated in three principal
regions generally known as Glens Falls, Plattsburgh and Albany. Through
the Bank, Evergreen provides a variety of banking services to individuals,
partnerships, corporations, municipalities and government entities
in New York State. Such banking services include: accepting deposits,
making loans; checking and interest checking accounts; business, agricultural,
real estate, home improvement, automobile and other personal loans;
letters of credit; home equity lines of credit; safe deposit boxes;
wire transfer facilities; and access to automated teller machines.

      The Bank operates as a typical community banking institution,
and does not currently engage in any specialized finance or capital
market activities, or hold any credit card assets, although management
currently expects the Bank to re-enter the credit card business in
the near future. In 1996, the Bank formed a new wholly owned subsidiary
as a real estate investment trust to hold certain residential and
commercial loans, which are serviced and otherwise managed by the Bank.

      The Bank engages in various finance functions for municipalities
and governmental entities located within its geographic markets. Municipal
deposits comprise a larger proportion of total deposits than most
banks in its peer group, consequently the municipal business is relatively
significant to the Bank.

2

Evergreen is a legal entity separate and distinct from its subsidiaries.
The right of Evergreen to participate in any distribution of the assets
or earnings of any subsidiary is subject to the prior claims of creditors
of the subsidiary, except to the extent that claims, if any, of Evergreen
itself as a creditor may be recognized. See "Supervision and Regulation
- Payment of Dividends".

                          GOVERNMENT MONETARY POLICY

      The Bank is affected by the credit policies of monetary authorities,
including the Board of Governors of the Federal Reserve System. An
important element of the Federal Reserve System is to regulate the
national supply of bank credit. Among the instruments of monetary
policy used by the Federal Reserve are open market operations in U.S.
Government securities, changes in the discount rate, reserve requirements
on member bank deposits, and funds availability regulations. The monetary
policies of the Federal Reserve have in the past had a significant effect on
the operations of financial institutions, including the Bank, and will continue
to do so in the future. Changing conditions in the national economy and money
markets, as well as the impact of actions by monetary and fiscal authorities,
make it difficult to predict the effect of future changes in interest rates,
deposit levels or loan demand on the business and income of the Bank.

                                COMPETITION

      The Bank faces strong competition in its three principal market
areas, both in attracting deposits and making loans. The Bank's most
direct competition for deposits and trust services has historically
come from other banks, savings institutions and credit unions located
in the Bank's market areas. However, the Bank also faces significant
non-banking competition from mutual funds, insurance companies, investment
management firms, investment banking firms, broker dealers and a growing
list of other investment alternatives. This has increased the competition
for funds that historically would have been maintained as bank deposits.

  The Bank competes in this environment by providing a broad range of
financial services, competitive interest rates and a personal level
of service that, combined, tend to retain the loyalty of customers
in its market areas against competitors with far larger resources
than that of the Bank. To a lesser extent, convenience of branch locations
and hours of operations are competitive advantages of the Bank in
the Glens Falls and Plattsburgh regions.

  The Bank encounters significant competition for new loans, both commercial
and consumer, from other commercial banks, including super-regional,
money center and locally-owned banks. In addition, savings banks,
savings and loan associations, credit unions, mortgage bankers, mortgage
brokers affiliated with nationally franchised real estate brokers,
and other financial institutions compete actively for new loans. Competition
for home mortgages in the past five years has been especially intense
in the Bank's market areas. The Bank competes for new loans principally
through the interest rates and fees it charges, the responsiveness
of the Bank to its local markets, and the efficiency in which it provides
loan services.

      Mergers among financial institutions have added competitive
pressure. Competition is expected to intensify as a consequence of
interstate banking laws now in effect in the majority of states which
permit banking

3

organizations to expand geographically. Further, the Reigle-Neal Interstate
Banking and Branching Efficiency Act of 1994 has generally removed
the remaining restrictions on interstate acquisitions of banks and
bank holding companies.

                      SUPERVISION AND REGULATION

      General. The Registrant is a bank holding company, registered
with the Board of Governors of the Federal Reserve System (the "Federal
Reserve") under the BHC Act. As such, the Registrant and its subsidiaries
are subject to the supervision, examination, and reporting requirements
of the BHC Act and the regulations of the Federal Reserve.

      The BHC Act requires every bank holding company to obtain the
prior approval of the Federal Reserve before: (i) it may acquire direct
or indirect ownership or control of any voting shares of any bank
if, after such acquisition, the bank holding company will directly
or indirectly own or control more than 5.0% of the voting shares of
the bank; (ii) it or any of its subsidiaries, other than a bank, may
acquire all or substantially all of the assets of the bank; or (iii)
it may merge or consolidate with any other bank holding company.

      The Registrant is also subject to the provisions of Article
III-A of the New York State Banking Law. Among other things, Article
III-A requires the approval of the New York Banking Department prior
to the acquisition by a bank holding company of direct or indirect ownership
or control of 10% or more of the voting stock of a banking institution, or the
acquisition by a bank holding company directly or indirectly through a
subsidiary of all or substantially all of the assets of a banking institution,
or a merger or consolidation with another bank holding company.

      The BHC Act generally prohibits the Registrant from engaging
in activities other than banking or managing or controlling banks
or other permissible subsidiaries and from acquiring or retaining
direct or indirect control of any company engaged in any activities
other than those activities determined by the Federal Reserve to be
so closely related to banking or managing or controlling banks as
to be a proper incident thereto.

      The Bank, the single subsidiary bank of the Registrant, is a
member of the FDIC, and as such, its deposits are insured by the FDIC
to the extent provided by law. The Bank is also subject to numerous
state and federal statutes and regulations that affect its business,
activities, and operations, and it is supervised and examined by one
or more federal bank regulatory agencies.

      Because the Bank is a national bank, it is subject to supervision
and regulation by the OCC. The OCC regularly examines the operations
of the subsidiary bank and has authority to approve or disapprove
mergers, consolidations, the establishment of branches, and similar
corporate actions. The OCC also has the power to prevent the continuance
or development of unsafe or unsound banking practices or other violations
of law.

      The Bank is subject to the provisions of the CRA. Under the
terms of the CRA, the appropriate federal bank regulatory agency is
required, in connection with its examination of a subsidiary institution,
to assess such institution's record in meeting the credit needs of
the community served by that institution, including those of low and
moderate-income neighborhoods. The regulatory agency's assessment
of the institution's record is made available

4

to the public. Further, such assessment is required of any institution
which has applied to: (i) charter a national bank; (ii) obtain deposit
insurance coverage for a newly chartered institution; (iii) establish
a new branch office that will accept deposits; (iv) relocate an office;
or (v) merge or consolidate with, or acquire the assets or assume
the liabilities of, a federally regulated financial institution. In
the case of a bank holding company applying for approval to acquire
a bank or other bank holding company, the Federal Reserve will assess
the records of each subsidiary institution of the applicant bank holding
company, and such records may be the basis for denying the application.

      An institution's CRA rating is taken into account by its regulator
in considering various types of applications. In addition, an institution
receiving a rating of "substantial noncompliance" is subject to civil
money penalties or a cease and desist order under Section 8 of the
Federal Deposit Insurance Act (the "FDIA"). CRA remains a critical
component of the regulatory examination process. CRA examination results
and related concerns have been cited as a reason to reject and or
modify branching and merger applications by various federal and state
banking agencies.

      Payment of Dividends.  The Registrant is a legal entity separate
and distinct from the Bank and its other subsidiaries. The principal
source of cash flow of the Registrant, including cash flow to pay
dividends to its stockholders, is dividends from the Bank. The subsidiary
bank is required by the OCC to obtain prior approval for the payment
of dividends to the Registrant if the total of all dividends declared
by such subsidiary bank in any year would exceed the total of such
bank's net profits (as defined and interpreted by regulation) for
that year and the retained net profits (as defined) for the preceding
two years, less any required transfers to surplus. There are also
other statutory and regulatory limitations on the payment of dividends
by the Bank to the Registrant as well as the Registrant to its stockholders.
Without receiving dividends from the Bank the Registrant would not
be in a position to pay dividends to its stockholders.

      If, in the opinion of a federal regulatory agency, an institution
under its jurisdiction is engaged in or is about to engage in an unsafe
or unsound practice (which, depending on the financial condition of
the institution, could include the payment of dividends), such agency
may require, after notice and a hearing, that such institution cease
and desist from such practice. The Federal Reserve, the OCC, and the
FDIC, have indicated that paying dividends that deplete an institution's
capital base to an inadequate level would be an unsafe and unsound
banking practice. Under the Federal Deposit Insurance Corporation
Improvement Act of 1991 ("FDICIA"), an insured institution may not
pay any dividend if it is undercapitalized, or if such payment would
cause it to become undercapitalized. See "Prompt Corrective Action."
Moreover, the Federal Reserve, the OCC, and the FDIC have issued policy
statements which provide that bank holding companies and insured banks
should generally only pay dividends out of current operating earnings.

      At December 31, 1997, under dividend restrictions imposed under
federal and state laws, the Bank, without obtaining governmental approvals,
could declare aggregate dividends to the Registrant of approximately
$3.1 million, provided that the Bank would then be in compliance with
one or more minimum capital requirements. Moreover, federal bank regulatory
authorities also have the general authority to limit the dividends
paid by insured banks if such payments may be deemed to constitute
an unsafe and sound practice.

5

      Transactions With Affiliates.  There are various regulatory
restrictions on the extent to which the Registrant and its non-bank
subsidiaries can borrow or otherwise obtain credit from the subsidiary
bank. The Bank (and its subsidiaries) is limited in engaging in borrowing
and other "covered transactions" with non-bank or non-savings bank
affiliates to the following amounts: (i) in the case of any such affiliate,
the aggregate amount of covered transactions of the subsidiary bank
and its subsidiaries may not exceed 10% of the capital stock and surplus
of such subsidiary bank; and (ii) in the case of all affiliates, the
aggregate amount of covered transactions of the subsidiary bank and
its subsidiaries may not exceed 20% of the capital stock and surplus
of such subsidiary bank. "Covered transactions" are defined by statute
to include a loan or extension of credit, as well as a purchase of
securities issued by an affiliate, a purchase of assets (unless otherwise
exempted by the Federal Reserve), the acceptance of securities issued
by the affiliate as collateral for a loan and the issuance of a guarantee,
acceptance, or letter of credit on behalf of an affiliate. Covered
transactions are also subject to certain collateralization requirements.
Further, a bank holding company and its subsidiaries are prohibited
from engaging in certain tie-in arrangements in connection with any
extension of credit, lease, or sale of property or furnishing of services.

      Capital Adequacy. The Registrant and the Bank are required to
comply with the capital adequacy standards established by the Federal
Reserve in the case of the Registrant, and the OCC in the case of
the subsidiary bank. There are two basic measures of capital adequacy
for bank holding companies that have been promulgated by the Federal
Reserve: a risk-based measure and a leverage measure.  All applicable
capital standards must be satisfied for a bank holding company to
be considered in compliance.

      The risk-based capital standards are designed to make regulatory
capital requirements more sensitive to differences in risk profile
among banks and bank holding companies, to account for off-balance
sheet exposure, and to minimize disincentives for holding liquid assets.
Assets and off-balance sheet items are assigned to broad risk categories,
each with appropriate weights. The resulting capital ratios represent
capital as a percentage of total risk-weighted assets and off-balance
sheet items.

      As to the holding company, the Registrant, the minimum guideline
for the ratio of total capital ("Total Capital") to risk-weighted
assets (including certain off-balance-sheet items, such as standby
letters of credit) is 8.0%. At least half of the Total Capital must
be composed of common stock, minority interests in the equity accounts
of consolidated subsidiaries, noncumulative perpetual preferred stock,
and a limited amount of cumulative perpetual preferred stock, less
goodwill and certain other intangible assets ("Tier 1 Capital"). The
remainder may consist of subordinated debt, other preferred stock,
and a limited amount of loan loss reserves. At December 31, 1997,
the Registrant's consolidated Tier 1 Capital and Total Capital ratios
were 13.5% and 14.8%, respectively.

      In addition, the Federal Reserve has established minimum leverage
ratio guidelines for bank holding companies. These guidelines provide
for a minimum ratio of Tier 1 Capital to average assets, less goodwill
and certain other intangible assets (the "leverage ratio"), of 3.0%
for bank holding companies that meet certain specified criteria, including
having the highest regulatory rating. All other bank holding companies
generally are required to maintain a leverage ratio of at least 3.0%
plus an additional cushion of 100 to 200 basis points. The Registrant's
leverage ratio at December 31, 1997 was 8.6%. The

6

guidelines also provide that bank holding companies experiencing internal
growth or making acquisitions will be expected to maintain strong
capital positions substantially above the minimum supervisory levels
without significant reliance on intangible assets. Furthermore, the
Federal Reserve has indicated that it will consider a banking institutions
"tangible Tier 1 Capital leverage ratio" (deducting all intangibles)
and other indications of capital strength in evaluating proposals
for expansion or new activities.

      Evergreen Bank is subject to risk-based and leverage capital
requirements adopted by the OCC which substantially mirror the requirements
of the holding company. The Bank's capital ratios are substantially
similar to those of the Registrant and as such is also in compliance
with all applicable ratios.

      Failure to meet capital guidelines could subject a bank to a
variety of enforcement remedies, including the termination of deposit
insurance by the FDIC, and to certain restrictions on its business.
See "Prompt Corrective Action."

      The federal bank regulators continue to indicate their desire
to raise capital requirements applicable to banking organizations
beyond their current levels. In this regard, the Federal Reserve and
the OCC have, pursuant to FDICIA, adopted an amendment to the risk-based
capital standards which would calculate the change in an institution's
net economic value attributable to increases and decreases in market
interest rates and would require banks with excessive interest rate
risk exposure to hold additional amounts of capital against such exposures.

      Support of Subsidiary Bank. Under Federal Reserve policy, the
Registrant is expected to act as a source of financial strength to,
and to commit resources to support, the subsidiary bank. This support
may be required at times when, absent such Federal Reserve policy,
the Registrant may not be inclined to provide it. In addition, any
capital loans by a bank holding company to the subsidiary bank are
subordinate in right of payment to deposits and to certain other indebtedness
of such subsidiary bank. In the event of a bank holding company's
bankruptcy, any commitment by the bank holding company to a federal
bank regulatory agency to maintain the capital of a subsidiary bank
will be assumed by the bankruptcy trustee and entitled to a priority
of payment.

      Under the FDIA, a depository institution insured by the FDIC
can be held liable for any loss incurred by, or reasonably expected
to be incurred by, the FDIC after August 9, 1989 in connection with:
(i) the default of a commonly controlled FDIC-insured depository institution;
or (ii) any assistance provided by the FDIC to any commonly controlled
FDIC-insured depository institution "in danger of default." The FDIC's
claim for damages is superior to claims of stockholders of the insured
depository institution or its holding company, but is subordinate
to claims of depositors, secured creditors, and holders of subordinated
debt (other than affiliates) of the commonly controlled insured depository
institution. The Bank is subject to these cross-guarantee provisions.
 As a result, any loss suffered by the FDIC in respect of the Bank
would likely result in assertion of the cross-guarantee provisions
superior to the claims of the parent holding company.

      Prompt Corrective Action. FDICIA establishes a system of prompt
corrective action to resolve the problems of undercapitalized institutions.
Under this system, which became effective on December 19, 1992, the
federal

7

banking regulators are required to establish five capital categories
("well-capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized," and "critically undercapitalized")
and to take certain mandatory supervisory actions, and are authorized
to take other discretionary actions, with respect to institutions
in the three undercapitalized categories, the severity of which will
depend upon the capital category in which the institution is placed.
Generally, subject to a narrow exception, the FDICIA requires the
banking regulator to appoint a receiver or conservator for an institution
that is critically undercapitalized. The federal banking agencies
have specified by regulation the relevant capital level for each category.

      At December 31, 1997, Evergreen Bank had the requisite capital
levels to qualify as well capitalized.

      Brokered Deposits. The FDIC has adopted regulations governing
the receipt of brokered deposits. Under the regulations, a depository
institution cannot accept, rollover, or renew brokered deposits unless
(i) it is well capitalized or (ii) it is adequately capitalized and
receives a waiver from the FDIC. A depository institution that cannot
receive brokered deposits also cannot offer "pass-through" insurance
on certain employee benefit accounts. Whether or not it has obtained
such a waiver, an adequately capitalized depository institution may
not pay an interest rate on any deposits in excess of 75 basis points
over certain prevailing market rates specified by regulation. There
are no such restrictions on a depository institution that is well
capitalized. Since Evergreen Bank had the requisite capital levels
to qualify as well capitalized as of December 31, 1997, the Registrant
believes the brokered deposits regulation has had no material effect
on the funding or liquidity of Evergreen Bank.

      FDIC Insurance. Under the FDIC's risk related insurance assessment
system, insured depository institutions maybe required to pay annual
assessments to the FDIC. An institution's risk classification is based
on assignment of the institution by the FDIC to one of three capital
groups and to one of three supervisory subgroups. The three supervisory
subgroups are group "A", financially solid institutions with only
a few minor weaknesses, Group "B", institutions with weaknesses which,
if uncorrected, could cause substantial deterioration of the institution
and increased risk to the insurance fund and Group "C", institutions
with a substantial probability of loss to the fund absent effective
corrective action. The three capital categories are well capitalized;
adequately capitalized; and undercapitalized. These three categories
are substantially the as the prompt corrective action categories previously
described, with the undercapitalized category including institutions
that are undercapitalized, significantly undercapitalized, and critically
undercapitalized for prompt corrective action purposes.

      As of May 31, 1995 the FDIC was able to determine that the Bank
Insurance Fund ("BIF") obtained the desired reserve ratio (i.e., ratio
of reserves to insured deposits) of 1.25%. As a result, FDIC insurance
premiums were reduced to the point where Evergreen was required to
pay no FDIC insurance. On September 30 1997, legislation was passed
recapitalizing the Savings Association Insurance Fund. Included in
that legislation were provisions requiring members of the BIF to assist
in the repayment of FICO bonds. The cost to Evergreen mandated by
this legislation was $102,000 in 1997.

      Under the FDIA, insurance of deposits may be terminated by the
FDIC upon

8

a finding that the institution has engaged in unsafe and unsound practices,
is in an unsafe or unsound condition to continue operations, or has
violated any applicable law, regulation, rule, order, or condition
imposed by the FDIC.

      Safety and Soundness Standards. Federal banking agencies promulgate
safety and soundness standards relating to internal controls, information
systems and internal audit systems, loan documentation, credit underwriting,
interest rate exposure, asset growth, compensation, fees, and benefits.
With respect to internal controls, information systems, and internal
audit systems, the standards describe the functions that adequate
internal controls and information systems must be able to perform,
including: (i) monitoring adherence to prescribed policies; (ii) effective
risk management; (iii) timely and accurate financial, operational,
and regulatory reporting; (iv) safeguarding and managing assets; and
(v) compliance with applicable laws and regulations. The standards
also include requirements that: (i) those performing internal audits
be qualified and independent; (ii) internal controls and information
systems be tested and reviewed; (iii) corrective actions be adequately
documented; and (iv) that results of an audit be made available for
review of management actions.

      Depositor Preference. The Omnibus Budget Reconciliation Act
of 1993 provides that deposits and certain claims for administrative
expenses and employee compensation against an insured depository institution
would be afforded a priority over other general unsecured claims against
such an institution in the "liquidation or other resolution" of such
an institution by any receiver.

      Legislative Proposals. Because of concerns relating to the competitiveness
and the safety and soundness of the industry, Congress continues to
consider a number of wide-ranging proposals for altering the structure,
regulation, and competitive relationships of the nation's financial
institutions. Among such bills are proposals to prohibit depository
institutions and bank holding companies from conducting certain types
of activities, to subject depository institutions to increased disclosure
and reporting requirements, to alter the statutory separation of commercial
and investment banking, and to further expand the powers of depository
institutions, bank holding companies, and competitors of depository
institutions. It cannot be predicted whether or in what form any of
these proposals will be adopted or the extent to which the business
of the Registrant may be affected thereby.

                       NON-BANKING ACTIVITIES

      The Bank does not currently generate any significant revenues
from non-banking activities, but it may subsequently engage in other
permissible activities for registered bank holding companies when
suitable opportunities develop. Any proposal for such further activities
subject to approval by appropriate regulatory authorities.  See "Supervision
and Regulation".

                                 EMPLOYEES

      As of year-end 1997, Evergreen and its affiliates had a total
of 391 employees on a full time equivalent basis. Evergreen considers
its employee relations to be good.

9

                             FOREIGN OPERATIONS

      Neither Evergreen nor The Bank engages in material operations
in foreign countries or have any outstanding loans to foreign investors.
The subsidiary bank maintains immaterial Canadian and other foreign
bank accounts and currency levels for use in the ordinary course of
business.

                    STATISTICAL INFORMATION AND ANALYSIS

      The material under the heading "Financial Review" in the 1997
Annual Report is incorporated herein by reference as a presentation
and discussion of statistical data relating to Evergreen. The information
with respect to such tables should not be construed to imply any conclusions
on the part of the management of Evergreen that the results, causes,
or trends indicated therein will continue in the future. The nature
and effects of governmental monetary policy, supervision and regulation,
future legislation, inflation and other economic conditions and many
other factors which affect interest rates, investments, loans, deposits
and other aspects of Evergreen's operations are extremely complex
and thus historical operations, earnings, assets, and liabilities
are not necessarily indicative of future performance. See "Government
Monetary Policy".

      STATISTICAL DISCLOSURE REQUIRED BY BANK HOLDING COMPANIES

I.        Distribution of Assets, Liabilities and Stockholders' Equity;
          Interest rates and Interest Differential

          The information set forth on pages 15 through 17 of Registrant's
          1997 Annual Report is incorporated herein by reference.

II.       Investment Portfolio

          The information set forth on page 20 of Registrant's 1997 Annual
          Report is incorporated herein by reference.

III.      Loan Portfolio

          The information set forth on pages 21 Registrant's 1997 Annual Report
          is incorporated herein by reference.

          Non-Performing Loans

          The information set forth on page 21 through 22 of Registrant's 1997
          Annual Report is incorporated herein by reference.

IV.       Summary of Loan Loss Experiences

          The information set forth on page 18 of Registrant's 1997
          Annual Report is incorporated herein by reference.

V.        Deposits

          The information set forth on page 24 through 26 of Registrant's
          1997 Annual Report is incorporated herein by reference.

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VI.       Return on Equity and Assets

          The information set forth on page 13 of Registrant's 1997 Annual
          Report is incorporated herein by reference.

ITEM 2.   Properties

                            Registrant

      The Registrant has six physical properties, all of which are
leased to The Bank and independent third parties at market rates.
Real estate holdings, and the income generated from them, represent
an insignificant portion of the Registrant's business. The office
facilities of the Registrant are located at 237 Glen Street, Glens
Falls, New York in a building owned by Evergreen Bank, N.A.

                        Evergreen Bank, N.A.

      Evergreen Bank, N.A.'s main offices are also at 237 Glen Street,
Glens Falls, New York. The Bank owns in fee the buildings where 20
of the Bank's offices are located. In addition to the facilities leased
from the Registrant, five offices are leased from third parties at
the current rate of $15,906 per month through June 30, 2001.

Item 3.      Legal Proceedings

      Evergreen is not presently involved in any material legal proceedings.
The Bank is involved in a number of ordinary and routine legal proceedings
which typically present, as one or more defenses by the borrower in
a collection action, assertions of lender liability on the part of
the Bank. In the aggregate, the Bank's legal proceedings involve claims
which are not believed to be material to the financial condition of the Bank.

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

      There were no matters submitted to security holders during the
      fourth quarter of 1997.

11

Identification of Executive Officers
(pursuant to General Instruction G of Form 10-K)

Executive Officers of the Registrant

The following table sets forth certain information with respect to
the executive officers of Registrant:

<TABLE>
<CAPTION>

                               Officers with                     Executive
Name                    Age    Registrant or Bank Subsidiary     Officer Since
<S>                     <C>    <C>                               <C>

George W. Dougan        58     President and Chief               1994
                               Executive Officer

Paul A. Cardinal        41     Executive Vice President          1995
                               and General Counsel

Thomas C. Crowley       51     Executive Vice President          1994
                               Chief Credit Officer

Anthony J. Koenig       59     Executive Vice President          1986
                               and Chief Administrative
                               Officer

George L. Fredette      38     Executive Vice President          1995
                               Chief Financial Officer

Daniel J. Burke         45     Senior Vice President             1997
                               Retail Banking (Evergreen
                               Bank, N.A.)

Kenneth J. Cartledge    53     Senior Vice President             1995
                               Asset Quality (Evergreen
                               Bank, N.A.)

John M. Fullerton       48     Executive Vice President          1988
                               of Trust and Investment
                               (Evergreen Bank, N.A.)
</TABLE>

      None of the individuals named in the above table as an officer
of Registrant was selected to his/her position pursuant to any arrangement
or understanding with any other person, nor are there any family relationships
between them. Each of the above officers, except as noted below, has
held the same or another executive position with the Registrant or
the Bank for the past five years.

      George W. Dougan was elected President and Chief Executive Officer
of Evergreen and the Bank on March 10, 1994.  Prior thereto he was
Chairman of the Board for the Bank of Boston (Florida Division) from
June 1992 and Senior Vice President and Director of Retail Banking,
for the Bank of Boston, from June 1988 to June 1992.

      Paul A. Cardinal was elected Executive Vice President of Evergreen
and the Bank in May 1995. For more than five years prior thereto he
was General Counsel of Trans World Entertainment Corporation.

      Thomas C. Crowley was elected Executive Vice President and Chief
Credit Officer of Evergreen and the Bank in May 1994. Prior thereto,
he served as

12

      Senior Vice President for Trustco Bank New York from 1993 to 1994.
Prior to 1993 he served as Executive Vice President and Chief Credit
Officer for Fleet Bank of New York.

      Anthony J. Koenig was elected Executive Vice President and Chief
Administrative Officer of Evergreen and the Bank in August 1993. He
also served as Regional President of the Capital Region from January
1986 to January 1994.

      George L. Fredette was elected Executive Vice President
and Chief Financial Officer of Evergreen and the Bank, in December
1997. Prior thereto he was Senior Vice President, Finance of Evergreen
and the Bank. Prior to joining Evergreen in 1993 he was Vice President
and Chief Financial Officer of Schenectady Federal Savings and Loan
Association.

      Daniel J. Burke was elected Senior Vice President,
Retail Banking of Evergreen Bank in July 1997. Prior thereto he served
as Senior Vice President, Retail Sales and Director of Marketing since
1995. Prior thereto he was Vice President of Marketing since January, 1991.

      Kenneth J. Cartledge was elected Senior Vice President, Asset
Quality of Evergreen Bank in November 1995. Prior thereto he was Senior
Vice President and Senior Credit Officer of Evergreen Bank. Prior
to joining Evergreen in 1994, he served as Vice President at Trustco
Bank since 1993. Prior to joining Trustco he served as Senior Vice
President and Regional Senior Lender for Fleet Bank of New York.

      John M. Fullerton was elected Executive Vice President of Trust
and Investments at Evergreen Bank in October 1993. Prior thereto he
was Executive Vice President of Retail Banking Services at Evergreen
Bank from June 1992 and Senior Vice President of Trust and Investment
at Evergreen Bank prior thereto.

      Mr. Dougan is a director of Trans World Entertainment Corporation,
a publicly-traded specialty retailer traded on the NASDAQ National
Market System.  None of the other individuals named above holds a
directorship with a company (except for the Registrant) registered
pursuant to Section 12 of the Securities Exchange Act, or subject
to the requirements of Section 15(d) of that Act, or with a company
which is registered as an Investment Company under the Investment
Company Act of 1940.

13

PART II

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

          The information set forth on page 2 under caption "Common Stock Data"
          of the Registrant's 1997 Annual Report to stockholders is incorporated
          herein by reference.

ITEM 6.   Selected Financial Data

          The information set forth on page 13 under the caption "Summary of
          Selected Financial Data" of the Registrant's 1997 Annual Report is
          incorporated herein by reference.

ITEM 7.   Management's Discussion and Analysis of Financial Conditions
          and Results of Operation

          The information set forth on pages 14 through 26 of Registrant's 1997
          Annual Report is incorporated herein by reference.

ITEM 8.   Financial Statements and Supplementary Data

          The information set forth on pages 27 through 47 of Registrant's 1997
          Annual Report is incorporated herein by reference.

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

          None.

14

PART III

ITEM 10.   Directors and Executive Officers of the Registrant

           The information included under "Proposal One - Election of Directors"
           in the Registrant's Proxy Statement for its 1998 Annual Meeting of
           Stockholders, and under "Executive Officers of the Registrant" in
           Part I of this report, is hereby incorporated by reference.

ITEM 11.   Executive Compensation

           The information included under "Proposal One - Election of Directors"
           in the Registrant's Proxy Statement for its 1998 Annual Meeting of
           Stockholders, is hereby incorporated by reference, except that the
           information under the caption "Report of the Human Resources and
           Nominating Committee" and the "Five Year Performance Graph" are not
           so incorporated.

ITEM 12.   Security Ownership of Certain Beneficial Owners and Management

           The information included under "Proposal One - Election of Directors"
           in the Registrant's Proxy Statement for its 1998 Annual Meeting of
           Stockholders, is hereby incorporated by reference.

ITEM 13.   Certain Relationships and Related Transactions

           The information included under "Proposal One - Election of Directors
           - Certain Transactions" in the Registrant's Proxy Statement for its
           1998 Annual Meeting of Stockholders, is hereby incorporated by
           reference.

15

PART IV

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

              The following consolidated financial statements of Registrant and
              its subsidiaries, and the accountants' report thereon, included on
              pages 27 through 47, inclusive, of Registrant's Annual Report to
              Stockholders for the fiscal year ended December 31, 1997, are
              incorporated herein by reference:

              Financial Statements:

              Consolidated Statements of Income - Years ended December 31, 1997,
                1996 and 1995
              Consolidated Statements of Condition - December 31, 1997 and 1996
              Consolidated Statements of Changes in Stockholders' Equity - Years
                ended December 31, 1997, 1996 and 1995
              Consolidated Statements of Cash Flows - Years ended December 31,
                1997, 1996 and 1995
              Notes to Consolidated Financial Statements

              Financial Statement Schedules

              (All financial statement schedules for Registrant and its
              subsidiaries have been omitted as the required information is
              included in the consolidated financial statements or the related
              notes thereto, is not required or is inapplicable.)

The following exhibits are incorporated herein by reference:

Exhibit 3(a)          -    Certificate of Incorporation and amendments
                      thereto.#

Exhibit 3(b)          -    By-Laws (incorporated by reference to Registrant's
                      Annual Report on Form 10-K for the fiscal year ended
                      December 31, 1995).

Exhibit 3(c)          -    Amendment No.1 to the amended and restated By-Laws
                      of Evergreen Bancorp, Inc.#

Exhibit 10(a)*        -    1985 Incentive Stock Option Plan of the
                      Registrant (incorporated by reference to Registrant's
                      Annual Report on Form 10-K for the fiscal year ended
                      December 31, 1993).

Exhibit 10(b)*        -    1989 Stock Incentive Plan of the Registrant
                      (incorporated by reference to Registrant's Annual Report
                      on Form 10-K for the fiscal year ended December 31, 1993).

16

Exhibit 10(c)*        -    Deferred Compensation Plan(incorporated
                      by reference to Registrant's Annual Report on Form 10-K
                      for the fiscal year ended December 31, 1993).

Exhibit 10(d)*        -    Evergreen Bancorp, Inc. Plan for the Payment
                      and Deferral of Directors Fees (incorporated by reference
                      to Registrant's Annual Report on Form 10-K for the fiscal
                      year ended December 31, 1993).

Exhibit 10(e)*        -    Amended and Restated 1995 Incentive Stock
                      Option Plan.#

Exhibit 10(f)*        -    1995 Directors Stock Option Plan (incorporated
                      by reference to Registrant's Annual Report on Form 10-K
                      for the fiscal year ended December 31, 1995).

Exhibit 10(g)*        -    Amendment No. 1 to the 1995 Directors Stock
                      Option Plan.#

Exhibit 10(h)*        -    Form of Change in Control Agreement (incorporated
                      by reference to Registrant's Annual Report on Form 10-K
                      for the fiscal year ended December 31, 1995).

Exhibit 10(i)*        -    Severance Agreement, dated April 18, 1995,
                      with Paul A. Cardinal (incorporated by reference to
                      Registrant's Annual Report on Form 10-K for the fiscal
                      year ended December 31, 1995).

Exhibit 10(j)*        -    Employment Agreement dated as of December
                      19, 1997, between Registrant and George W. Dougan
                      (incorporated by reference to Registrant's Annual Report
                      on Form 10-K for the fiscal
                      year ended December 31, 1996).

Exhibit 10(k)*        -    Supplemental Executive Retirement Plan
                      (incorporated by reference to Registrant's Annual Report
                      on Form 10-K for the fiscal year ended December 31, 1996).

Exhibit 10(l)*        -    Senior Officer Supplemental Retirement
                      Plan (incorporated by reference to Registrant's Annual
                      Report on Form 10-K for the fiscal year ended December
                      31, 1995).

Exhibit 13            -    Registrant's Annual Report to Stockholders
                      for the year ended December 31, 1997.#



Exhibit 21            -    Subsidiaries of Registrant.#

17

Exhibit 23            -    Consent of KPMG Peat Marwick LLP to the
                      use of its Report on the Consolidated Financial Statements
                      of Registrant in connection with previously filed
                      registration statements of the Registrant.#

Exhibit 27            -    Financial Data Schedule.#

#  Filed herewith.

* Represents a management contract or compensatory plan or arrangement
  required to be filed as an exhibit to this report pursuant to Item
  14(c) of this report.

            The Registrant hereby agrees to furnish the Securities
and Exchange Commission upon request, copies of instruments outstanding,
including indentures, which define the rights of long-term debt security
holders.

            No reports on Form 8-K were filed during the three month
period ended December 31, 1997.

18

Signatures

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

      EVERGREEN BANCORP, INC.
         (Registrant)

By: /s/ George W. Dougan
GEORGE W. DOUGAN
President and Chief Executive Officer
(Principal Executive Officer)
March 20, 1998

      Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the date
indicated.

<TABLE>
<CAPTION>

Signatures                    Titles                              Dates
<S>                           <C>                                 <C>

/s/ George W. Dougan          Chairman of the Board               3/20/98
George W. Dougan              of Directors

/s/ George L. Fredette        Executive Vice President            3/20/98
George L. Fredette            (Chief Financial and
                              Accounting Officer)

/s/ John W. Bishop            Director                            3/20/98
John W. Bishop

/s/ Carl R. DeSantis          Director                            3/20/98
Carl R. DeSantis

/s/ Robert F. Flacke          Director                            3/20/98
Robert F. Flacke

/s/Michael D. Ginsburg        Director                            3/20/98
Michael D. Ginsburg

/s/Joan M. Mannix             Director                            3/20/98
Joan M. Mannix

/s/Anthony J. Mashuta         Director                            3/20/98
Anthony J. Mashuta

/s/Philip H. Morse            Director                            3/20/98
Phillip H. Morse

/s/William E. Philion         Director                            3/20/98
William E Philion

/s/Alan R. Rhodes             Director                            3/20/98
Alan R. Rhodes

/s/Floyd H. Rourke            Director                            3/20/98
Floyd H. Rourke

/s/ Paul W. Tomlinson         Director                            3/20/98
Paul W. Tomlinson

/s/ Walter Urda               Director                            3/20/98
Walter Urda

</TABLE>

19

                                                       EXHIBIT 3(a)

                                               [Annual Report on Form 10-K]

                       CERTIFICATE OF INCORPORATION
                                    OF
                          FIRST GLEN BANCORP, INC.

            The undersigned incorporator, in order to form a corporation
under the General Corporation Law of the State of Delaware, certifies
as follows:

            1.      Name.  The name of the corporation is
FIRST GLEN BANCORP, Inc. (hereinafter called the "Corporation").

            2.      Address; Registered Agent.  The address of the
Corporation's registered office is 100 West Tenth Street, City of
Wilmington, County of New Castle, State of Delaware; and 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 of Shares.  The total number of shares of stock
which the Corporation shall have authority to issue is: One Million
(1,000,000), all of which shall be shares of Common Stock of the par
value of Ten Dollars ($10.00) each.

            5.  Name and Address of Incorporator.  The name and mailing
address of the incorporator are:  Thomas B. Kinsock, 611 Olive St.,
Suite 1400, St. Louis, Missouri  63101.

            6.  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 seventeen (17) persons and shall be divided
         into three classes, with the first class to comprise six (6) members,
         the second class to comprise six (6) members, and the third class to
         comprise five (5) members. At the election of the first Board, the
         class of each of the seventeen members then elected shall be
         designated. The term of office of those members then designated as
         the first class shall expire at the annual meeting of shareholders
         next ensuing, that of the members designated as the second class at
         the annual meeting of shareholders one year thereafter, and that of
         the members designated as the third class at the annual meeting of
         shareholder two years thereafter. At each annual meeting of
         shareholders held after the election and classification of the first
         Board, directors shall be elected for a full term of three (3) years
         to succeed those members whose terms then expire.

            7.      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

            8.      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 creditors
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.

      IN WITNESS WHEREOF, this certificate has been signed on this
31st day of October, 1980, and the signature of the undersigned shall
constitute the affirmation and acknowledgment of the undersigned,
under penalties of perjury, that the Certificate is the act and deed
of the undersigned and that the facts stated in the Certificate are
true.

                                        /s/ Thomas B. Kinsock
                                   Thomas B. Kinsock, Incorporator

- 2-

                    CERTIFICATE OF AMENDMENT OF
                   CERTIFICATE OF INCORPORATION
                     OF FIRST GLEN BANCORP, INC.
                     Before Payment of Capital

      Pursuant to Section 241 of the General Corporation Law, as amended,
the undersigned, being a majority of the directors of the above-named
Delaware corporation (the "Corporation"), hereby certify as follows:

      ONE:      At a meeting of the board of directors of the Corporation,
duly called and held, a majority of the directors acting by resolution
adopted the following amendment to the Certificate of Incorporation
of the Corporation:

      1.      Article 4 of the Certificate of Incorporation of the
Corporation, which sets forth the classes and numbers of shares of
stock of the Corporation, shall be amended in its entirety to read
as follows:

      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 One Million,
      Five Hundred Thousand (1,500,000), of which One Million (1,000,000)
      shares of the par value of Ten Dollars ($10.00) each, amounting in
      the aggregate to Ten Million Dollars ($10,000,000), 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 of
      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 of preferred stock, such dividends (payable in cash, stock
      or otherwise) as may be determined by the Board of Directors may be
      delayed 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.

      2.      Subsection (b) of Article 6 of the Certificate of Incorporation
of the Corporation, which sets forth the number and classes of the
directors of the Corporation, which sets forth the number and classes
of the directors of the Corporation, shall be amended in its entirety
to read as follows:

             "(b) 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 as determined in
      the manner provided in the By-Laws (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 the 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."

      TWO:The Corporation has not received any payment for any
      of its stock.

- 2 -

      IN WITNESS WHEREOF, this Certificate has been signed on this
11th day of March, 1981, and the signature of the undersigned shall
constitute the affirmation and acknowledgment of the undersigned,
under penalties of perjury, that the Certificate is the act and deed
of the undersigned and that the facts stated in the Certificate are
true.

                                      /s/ William L. Bitner
(Seal)                          William L. Bitner III, President

ATTEST:

/s/ Michael P. Brassel
Michael P. Brassel, Secretary

 - 3 -

                    CERTIFICATE OF AMENDMENT
                                 OF
                  CERTIFICATE OF INCORPORATION

      First Glen Bancorp, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

      FIRST:  That the Board of Directors of said corporation, at
a meeting duly held, adopted a resolution proposing and declaring
advisable the following amendments to the Certificate of Incorporation
of said corporation:

      RESOLVED that the Certificate of Incorporation of First Glen
Bancorp, Inc. be amended by changing Article 4 thereof so that, as
amended, said Article shall be and read as follows:

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 Two Million, Five Hundred
Thousand (2,500,000), of which Two Million (2,000,000) shares of the
par value of Five Dollars ($5.00) each, amounting in the aggregate
to Ten Million Dollars ($10,000.000), 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.

      BE IT FURTHER RESOLVED, that the Certificate of Incorporation
of First Glen Bancorp, Inc. be amended by changing Article 6 thereof
so that, as amended said Article shall be and read as follows:

      6.  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
         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 the 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

- 2 -

 (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 6.

BE IT FURTHER RESOLVED, that the Certificate of Incorporation of First
Glen Bancorp, Inc. amended by adding a new Article 9 to said certificate
which shall reach as follows.

      9.  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 9:

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

- 3 -

(iv)  any transaction involving the Corporation or any Subsidiary,
      including any issuance, transfer or reclassification or 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 9;

         (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 9;

- 4 -

         (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 9; 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 9.

(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
            the four-year period immediately preceding the Announcement
            Date,  plus an "Adjustment" of such price, as defined hereafter in
            this Article 9:

            (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 9;

            (c) the per share fair market value of such shares on the
            Announcement Date, plus an "Adjustment" or such price, as defined
            hereafter in this Article 9; 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 or the Corporation.

      An "Adjustment" of any price or value per share for shares of
stock of the Corporation under this Article 9 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 9, 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 9 or any provision of this Article
9.

SECOND:  that the foresaid amendments were duly adopted in accordance
with the applicable provisions of Section 242 of the General Corporation
Law of the State of Delaware by a majority of shareholders of First
Glen Bancorp, Inc. at the annual meeting of First Glen Bancorp, Inc.
on March 20, 1985

- 5 -

      IN WITNESS WHEREOF,  said First Glen Bancorp, Inc. has caused
the Certificate to be signed by G. Nelson Lowe, its Senior Vice President,
and attested by Michael P. Brassel, its Secretary, this 5th day of
April, 1985.

                                            First Glen Bancorp, Inc.

                                             By   /s/ G. Nelson Lowe
                                                  G. Nelson Lowe
                                                  Senior Vice President

Attest:

By   /s/ Michael P. Brassel
     Michael P. Brassel
     Secretary

Filed: April 15, 1985

 - 6 -

                     CERTIFICATE OF AMENDMENT
                                  OF
                   CERTIFICATE OF INCORPORATION

      First Glen Bancorp, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

      FIRST:      That the Board of Directors of said corporation,
at a meeting duly held, adopted the following resolution proposing
and declaring advisable the following amendment to the Certificate
of Incorporation as amended of said corporation:

      RESOLVED that the Certificate of Incorporation as amended of
First Glen Bancorp, Inc. be amended by changing Article 1 thereof
so that, as amended, said Article shall be and read as follows:

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

      SECOND:      That the foresaid amendment was duly adopted in
accordance State of Delaware by a majority of shareholders of First
Glen Bancorp, Inc. at the with the applicable provisions of Section
242 of the General Corporation Law of the annual meeting of First
Glen Bancorp, Inc. on April 23, 1986.

      IN WITNESS WHEREOF:      said First Glen Bancorp, Inc. has caused
the Certificate to be signed by Michael P. Brassel, its Senior Vice
President, and attested by Kathleen Martinez, it Secretary, this 23rd
day of April, 1986.

                              First Glen Bancorp, Inc.

                              By      /s/ Michael P. Brassel
                                      Michael P. Brassel
                                      Senior Vice President

Attest:

By      /s/ Kathleen G. Martinez
        Kathleen G. Martinez
        Secretary
Filed:      April 29, 1986

                      CERTIFICATE OF AMENDMENT
                                 OF
                    CERTIFICATE OF INCORPORATION

      Evergreen Bancorp, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:

      FIRST:  That the Board of Directors of said corporation, at
a meeting duly held, adopted the following resolution proposing and
declaring advisable the following amendment to the Certificate of
Incorporation as amended of said corporation:

      RESOLVED that the Certificate of Incorporation as amended of
Evergreen Bancorp, Inc. be amended by changing the first sentence
of Article 4 thereof so that, as amended, said first paragraph of
Article 4 shall be and read as follows:

      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 Four Million, Five Hundred
Thousand (4,500,000), of which Four Million (4,000,000) shares of
the par value of Three Dollars, Thirty Three and one Third Cents ($3.33
1/3) each, amounting in the aggregate to Thirteen Million Three Hundred
Thirty Three Thousand Three Hundred Thirty Three and One Third
Dollars ($13,333,333 1/3), 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.

      SECOND:      that the foresaid amendment was duly adopted in
accordance with the applicable provisions of Section 242 of the General
Corporation law of the State of Delaware by a majority of shareholders
of Evergreen Bancorp, Inc. at the annual meeting of Evergreen Bancorp,
Inc. on April 23, 1986.

      THIRD:        that the aforesaid amendment shall become effective
on the close of business on May 30, 1986.

      IN WITNESS WHEREOF:     said Evergreen Bancorp, Inc. has caused
the Certificate to be signed by Michael P. Brassel, its Senior Vice
President, and attested by Kathleen Martinez, its Secretary, this
19 day of May, 1986.

                                          Evergreen Bancorp, Inc.

                                          By   /s/ Michael P. Brassel
                                               Michael P. Brassel
Attest:                                        Senior Vice President

By  /s/ Kathleen G. Martinez
    Kathleen G. Martinez
    Secretary
Filed:  May 29, 1986

                       CERTIFICATE OF AMENDMENT
                                  OF
                     CERTIFICATE OF INCORPORATION

      Evergreen Bancorp, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

      FIRST:      That the Board of Directors of said corporation,
at a meeting duly held, adopted the following resolution proposing
and declaring advisable the following amendment to the Certificate
of Incorporation as amended of said corporation:

           RESOLVED:      That the Certificate of Incorporation of EVERGREEN
      BANCORP, INC. as now in effect be amended by adding the following
      Article 10 thereto:

           10.      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.

      SECOND:      That the foresaid amendment was duly adopted in
accordance with the applicable provisions of Section 242 of the General
Corporation Law of the State of Delaware by a majority of stockholders
of Evergreen Bancorp, Inc. at the annual meeting of Evergreen Bancorp,
Inc., on April 15, 1987.

      IN WITNESS WHEREOF:      Said Evergreen Bancorp, Inc. has caused
the Certificate to be signed by Michael P. Brassel, its Senior Vice
President, and attested by Kathleen Martinez, its Secretary, this
15th day of April, 1987.

                                    Evergreen Bancorp, Inc.

                                    By: /s/ Michael P. Brassel
                                        Michael P. Brassel
                                        Senior Vice President

Attest:

By:  /s/ Kathleen G. Martinez
     Kathleen G. Martinez
     Secretary

Filed: May 13, 1987

                      CERTIFICATE OF AMENDMENT
                                 OF
                    CERTIFICATE OF INCORPORATION

      Evergreen Bancorp, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

      FIRST:      That the Board of Directors of said corporation,
at a meeting duly held, adopted the following resolution proposing
and declaring advisable the following amendment to the Certificate
of Incorporation as amended of said corporation;

      RESOLVED:      That the Certificate of Incorporation as amended
of Evergreen Bancorp, Inc., be amended by changing the first sentence
of Article 4 thereof so that, as amended, said first sentence of Article
4 shall be and read as follows:

      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.

      SECOND:      that the foresaid amendment was duly adopted in
accordance with the applicable provisions of Section 242 of the General
Corporation Law of the State of Delaware by a majority of stockholders
of Evergreen Bancorp, Inc. at the annual meeting of Evergreen Bancorp,
Inc. on April 14, 1988.

      IN WITNESS WHEREOF:      said Evergreen Bancorp, Inc., has caused
this Certificate to be signed by Michael P. Brassel, its Senior Vice
President, and attested by Kathleen G. Martinez, its Secretary, this
16 day of May, 1988.

                                          Evergreen Bancorp, Inc.

                                          By /s/ Michael P. Brassel
                                          Michael P. Brassel
Attest:                                   Senior Vice President

By   /s/ Kathleen G. Martinez
     Kathleen G. Martinez
     Secretary

Filed:  May 31, 1988

                                      AMENDMENT NO 1.
                                          TO THE
                            AMENDED AND RESTATED BY-LAWS OF
                                  EVERGREEN BANCORP, INC.

      AMENDMENT NO. 1, dated as of January 16, 1997 (the "Amendment"),
to the Amended and Restated By-Laws of Evergreen Bancorp, Inc., is
hereby adopted as follows:

      WHEREAS, the Board, after discussion, believes it to be in the best
interests of the Company to increase the retirement age of directors as
recommended; upon the motion of Anthony Mashuta, Chairman of the Human
Resource and Nominating Committee, and duly seconded, it is unanimously

      RESOLVLED, that the Company's By-Laws be, and they hereby are, amended
      effective immediately to delete the last sentence of Section 3.2 of the
      By-Laws, captioned "Number; Qualification; Term of Office", and insert
      in its stead the following:

         "Notwithstanding the foregoing, any director reaching the age of 72
         during any term of office shall continue to be qualified to serve as
         director only untill the next annual meeting of stockholders following
         his 72nd birthday."

      IN WITNESS WHEREOF, the undersigned confirms the adoption of this
Amendment by the Board of Directors of Evergreen Bancorp, Inc. as of the
date first set forth above.

                                             EVERGREEN BANCORP, INC.

                                             By: /s/ George W. Dougan

                                             George W. Dougan,
                                             Chairman of the Board


                                                 EXHIBIT 10(e)
                                  [Annual Report on Form 10-K]

                          EVERGREEN BANCORP, Inc.

                           AMENDED AND RESTATED
                         1995 STOCK INCENTIVE PLAN

         1. Purpose.   The purpose of the Evergreen Bancorp, Inc.
(the "Company") 1995 Stock Incentive Plan (the "Plan") is to advance the
interests of the Company and its stockholders by aiding the Company in
attracting, retaining and motivating employees of the Company and its
Affiliates.

         2. Definitions. For purposes of the Plan, the following terms shall
            be defined as set forth below:

         (a) "Affiliate" means:

             (i)      A member of a controlled group of corporations of which
             the Company is a member; or

             (ii)      Any majority-owned subsidiary of either the Company or
             its principal banking subsidiary, Evergreen Bank, N.A.; or

             (iii)      An unincorporated trade or business which is under
             common control with the Company as determined in accordance with
             Section 414(c) of the Internal Revenue Code of 1986, as amended
             ("Code") and regulations issued thereunder.

         For purposes hereof, a "controlled group of corporations" shall mean
a controlled group of corporations as defined in Section 1563(a) of
the Code determined without regard to Section 1563(a)(4) and (e)(3)(C)
of the Code.

               (b) "Award" means the grant of any Stock Option, Limited
               Alternate Right or Conditional Share granted under the Plan.

               (c) "Board" means the Board of Directors of the Company.

               (d) "Change in Control" means, for purposes of the Plan, an event
               of the nature that:

             (i)  Would be required to be reported in response to Item 1(a) of
             the current report on Form F-3, as in effect on the date hereof,
             pursuant to Section 13 or 15(d) of the Exchange Act; or

             (ii) Results in a Change in Control of the Company within the
             meaning of the Change in Bank Control Act of 1978, as amended,
             and the Rules and Regulations promulgated by the Federal Deposit
             Insurance Company at 12 C.F.R. Section 303.4(a), as in effect on
             the date hereof; or

             (iii) Without limiting the above conditions, such a Change in
             Control shall be deemed to have occurred at such time as:

             (A)       Any "person" (as the term is used in Section 13(d) and
             14(d) of the Exchange Act), or group of persons acting in
             concert, is or becomes the "beneficial owner" (as defined in Rule
             13d-3 under the Exchange Act) directly or indirectly, of any class
             of equity securities of the Company representing 25% or more of a
             class of equity securities, except that a securities purchase or
             purchases by the Company's employee stock ownership plan and trust
             that exceeds, in the aggregate, 25% or more of a class of equity
             securities shall not be deemed to be a Change in Control under
             this Plan; or

             (B)       Individuals who constitute the Board on the date hereof
             (the "Incumbent Board") cease for any reason to constitute at least
             a majority thereof, provided that any person becoming a director
             subsequent to the date hereof whose election was approved by a
             vote of at least three-quarters of the directors comprising the
             Incumbent Board, or whose nomination for election by the Company's
             shareholders was approved by the same Committee serving under an
             Incumbent Board, shall be, for purposes of this clause (B)
             considered as though he were a member of the Incumbent Board; or

             (C)       A plan of reorganization, merger, consolidation, sale of
             all or substantially all the assets of the Company or any similar
             transaction occurs in which the Company is not or will not be the
             resulting entity; or

             (D)       A proxy statement shall be distributed soliciting proxies
             from stockholders of the Company, by someone other than the current
             management of the Company, seeking stockholder approval of a plan
             or similar transaction with one or more corporations as a result of
             which the outstanding shares of the class of securities then
             subject to such plan or transaction are exchanged for or converted
             into cash or property or securities not issued by the Company; or

             (E)      A tender offer is made for 25% or more of the voting
             securities of the Company then outstanding.

               (e) "Code" means the Internal Revenue Code of 1986, as amended.

               (f) "Committee" means the Human Resources and Nominating
Committee of the Board.  Such committee, or a subcommittee thereof formed for
the purposes of making discretionary awards under this Plan, shall
be comprised at all times solely of at least two "non-employee directors",
as that term is defined under Rule 16b-3 of the Exchange Act promulgated
by the Securities and Exchange Commission, or any successor regulation.

                 (g) "Common Stock" means the common stock, par value $3.33-1/3
 per, share, of the Company.

                 (h) "Conditional Share" means a share of the Common Stock of
the Company, such share becoming the sole property of a Participant upon the
fulfillment of performance and/or tenure requirements as set forth by the
Committee pursuant to Section 7 of the Plan.

                 (I) "Date of Grant" means the date an Award is made to a
Participant.

                 (j) "Disability" means any physical or mental condition which
may reasonably be expected to be permanent and which renders the Participant
incapable of continuing as an employee for his customary hours of
employment, provided, however, that such disability originated while
the Participant was in the active service of the Company, and (1)
did not arise while engaged in or as a result of having engaged in
an illegal or criminal act or an act contrary to the best interests
of the Company, or (2) did not result from habitual drunkenness or
addiction to narcotics or a self-inflicted injury while sane or insane.
 To aid the Committee and determining whether such disability exists,
the Committee may require, as a condition precedent to the receipt
of any benefits hereunder, that the Participant submit to examinations
by one or more duly licensed and practicing physicians selected by
the Committee.

                 (k) "Exchange Act" means the Securities Exchange Act of 1934,
as amended

-- 2 --

from time to time.  References to any provision of the Exchange Act
shall be deemed to include successor provisions thereto and regulations
thereunder.

             (l) "Fair Market Value" means with respect to shares of Common
Stock or other property, the fair market value of such shares or other property
determined by such methods or procedures as shall be established from
time to time by the Committee.  If the shares are listed on any established
stock exchange or a national market system then, unless otherwise
determined by the Committee in good faith, the Fair Market Value of
Shares shall mean the closing price per share on the immediately preceding
date (or, if the shares were not traded on that day, the next preceding
day that the shares were traded) on the national market system or
principal exchange on which the Common Stock is traded, as such prices
are officially quoted.

              (m) "Normal Retirement" means retirement at the normal or early
retirement date as set forth in any tax-qualified retirement/pension plan of
the Company.  If no such plan is in place, it shall mean termination
of employment at or after age 65.

              (n) "Participant" means any employee of the Company or its
Affiliates selected by the Committee to participate in the Plan for the current
Plan year.

              (o) "Plan Year" means a calendar year commencing on or after
January 1, 1995.

              (p) "Stock Option" shall mean a right granted to a Participant to
purchase Common Stock of the Company at a specified price (the "Strike
Price") for a specified period.  Such Stock Options may be granted
by the Committee as either:

      (i)      Incentive Stock Options -- Those Stock Options so specified
      by the Committee at the Date of Grant as being intended to comply
      with the provisions of Section 422 of the Internal Revenue Code of
      1986 as from time to time amended; or

      (ii)      Non-Qualified Stock Options -- Those Stock Options so specified
      by the Committee at the Date of Grant as not being intended to qualify
      as Incentive Stock Options.

              (q) "Stock Agreement" shall mean the agreement entered into
between the Company and the Participant pursuant to the terms of the Company's
1995 Stock Incentive Plan.

              (r) "Termination for Cause" means the Company's termination of any
Participant's employment for the following: (i) the commission of
any intentional acts or conduct by the Participant involving moral
turpitude; (ii) the gross negligence by the Participant in complying
or otherwise in performing his required duties for the Company; (iii)
the commission of any intentional act of dishonesty in the performance
of the Participant's duties for the Company; or (iv) the deliberate
and intentional refusal by Participant during the term of his employment,
other than by reason of incapacity due to illness or accident, to
obey lawful directives from the chief executive officer or the Board
of Directors of the Company.

      3. Administration.   (a)  Authority of the Committee.  Except as expressly
provided in this Plan, the Plan shall be administered by the Committee,
and the Committee shall have full and final authority to take the
following actions, in each case subject to and consistent with the
provisions of the Plan:

              (i)  to select participants to whom Awards may be granted;

-- 3 --

              (ii)  to designate Affiliates;

              (iii)  to determine the type or types of Awards to be granted to
              each Participant;

              (iv)  to determine the type and number of Awards to be granted,
              the number of shares of Common Stock to which an Award may relate,
              the terms and conditions of any Award granted under the Plan
              (including, but not limited to, any exercise price, grant price,
              or purchase price, and any bases for adjusting such exercise,
              grant or purchase price, any restriction or condition, any
              schedule for lapse of restrictions or conditions relating to
              transferability or forfeiture, exercisability,
              or settlement of an Award, and waiver or accelerations thereof,
              and waivers of performance conditions relating to an Award, based
              in each case on such considerations as the Committee shall
              determine), and all other matters to be determined in connection
              with an Award;

              (v)  to determine whether, to what extent, and under what
              circumstances an Award may be settled, or the exercise price of
              an Award may be paid, in cash, shares of Common Stock, other
              Awards, or other property, or an Award may be canceled,
              forfeited, exchanged, or surrendered;

              (vi)  to determine whether, to what extent, and under what
              circumstances cash, shares of Common Stock, other Awards, or
              other property payable with respect to an Award will be deferred
              either
automatically, at the election of the Committee, or at the
              election of the Participant;

              (vii)  to prescribe the form of each Stock Agreement, which need
              not be identical for each Participant;

              (viii)  to adopt, amend, suspend, waive, and rescind such rules
              and regulations and appoint such agents as the Committee may deem
              necessary or advisable to administer the Plan;

              (ix)  to correct any defect or supply any omission or reconcile
              any inconsistency in the Plan and to construe and interpret the
              Plan and any Award, rules and regulations, Stock Agreement, or
              other instrument hereunder;

              (x)  to accelerate the exercisability or vesting of all or any
              portion of any Award or to extend the period during which an
              is exercisable; and

              (xi) to make all other decisions and determinations as may be
              required under the terms of the Plan or as the Committee may deem
              necessary or advisable for the administration of the Plan.

            (b)  Manner of Exercise of Committee Authority.  The Committee shall
have sole discretion in exercising its authority under the Plan.
Any action of the Committee with respect to the Plan shall be final,
conclusive, and binding on all persons, including the Company, Affiliates,
Participants, any person claiming any rights under the Plan from or
through any Participant, and stockholders.  The express grant of any
specific power to the Committee, and the taking of any action by the
Committee, shall not be construed as limiting any power or authority
of the Committee.  The Committee may delegate to officers or managers
of the Company or any Affiliate the authority, subject to such terms
as the Committee shall determine, to perform administrative functions
and, with respect to Awards granted to persons not subject to Section
16 of the Exchange Act, to perform such other functions as the Committee
may determine, to the extent permitted under Rule 16b-3 (if applicable)
and other applicable law.

            (c)  Limitation of Liability.  Each member of the Committee shall
be entitled to, in good faith, rely or act upon any report or other
information furnished to him or her by any officer or other employee
of the Company or any Affiliate, the Company's independent certified
public accountants, or other professional retained by the Company
to assist in the administration of the Plan.  No member of the Committee,
nor any officer or employee of the Company acting on behalf of the
Committee, shall be personally liable for any action, determination,
or interpretation taken or made in good faith with respect to the
Plan, and all members of the Committee and any officer or employee
of the Company acting on their behalf shall, to the extent permitted
by law, be fully

-- 4 --



indemnified and protected by the Company with respect to any such
action, determination, or interpretation.

       4. Participation. (a) Each Plan Year, the Committee shall, in its
sole discretion, determine which employees of the Company and its
Affiliates shall participate in the Plan.  Participation in the Plan
for one Plan Year is neither a guarantee of participation in future
Plan Years nor a guarantee of future employment.

       (b) At the time an employee is named as a Participant in the Plan,
the Committee shall notify such Participant of the Award.  Such notification
shall identify:

         (i)      The number of Stock Options granted (if any) and their terms
         and conditions, including whether such stock options carry Limited
         Alternate Rights; and

         (ii)      The number of Conditional Shares granted (if any) and their
         terms and conditions.

       5. Stock Options.  (a)  The Committee shall have the right to grant
Stock Options to a Participant pursuant to this Section 5, and establish
the terms and provisions, including but not limited to the exercise
price, option term and methods of exercise.   A Stock Option Award
shall not be considered an Incentive Stock Option unless it is specifically
designated as such in the Stock Agreement.   All Stock Option Awards
shall be presumed to be Non-Qualified Stock Options unless it is specifically
stated to the contrary in a Stock Agreement.

       (b) Stock Options shall be granted at the Fair Market Value of the
Common Stock on the Date of Grant except as provided for Incentive
Stock Options in Section 5(g) below.

       (c) Unless otherwise determined by the Committee, Non-Qualified Stock
Options shall become vested and be exercisable for their remaining
term following death or Disability or Normal Retirement and, to the
extent then vested, shall become exercisable for three years following
termination of employment by the Company for reasons other than Cause,
for three months following the date of separation if an employee terminates
employment for any other reason, and immediately forfeited following
Termination for Cause. Incentive Stock Options shall be exercisable
for one year following death or disability; for three months following
Normal Retirement or termination of employment by the Company for
reasons other than Cause.  Incentive Stock Options shall be exercisable
for three months following date of separation if an employee terminates
employment for any other reason, and immediately forfeited following
Termination for Cause.  Notwithstanding the foregoing, Stock Options
shall in no event be exercisable after the date specified in the Stock
Agreement relating thereto.

       (d) No Stock Options shall be exercisable for more than 10 years
following the Date of Grant.   No Incentive Stock Option may be exercisable
earlier than at least one year following the Date of Grant.

       (e) Unless otherwise determined by the Committee, Stock Options may
be exercised by tendering cash, a certified check, Common Stock then
owned by the Participant or any combination thereof, to the Office
of the Secretary of the Company, provided that any shares of Common
Stock tendered which were acquired through a previous Stock Option
exercise were held by the Participant for at least six months from
the Date the Grant pursuant to which they were acquired was granted.
If the optionee intends to obtain a permissible broker loan or a simultaneous
order to sell the shares issuable upon exercise of any Options, upon
the giving of at least 48 hours prior written notice to the Company,
exercise thereof shall not be deemed to occur until the Company receives
the proceeds of the recipient's broker loan or other permitted transaction.

       (f) To the extent that the aggregate Fair Market Value of Common Stock
with respect to

-- 5 --



which Incentive Stock Options are exercisable for the first time by
a Participant during any calendar year under the Plan and any other
plan of the Company or an Affiliate of the Company exceeds $100,000,
such Stock Options shall be treated as Non-Qualified Stock Options.

       (g) No Incentive Stock Option shall be granted to a Participant who,
at the time of the grant, owns stock representing more than ten percent
(10%) of the total combined voting power of all classes of stock either
of the Company or any Affiliate of the Company, unless the Strike
Price of the shares or Common Stock issuable upon exercise of such
Incentive Stock Option is at least one hundred ten percent (110%)
of the Fair Market Value (at the time the Incentive Stock Option is
granted), and the Incentive Stock Option is not exercisable more than
five (5) years from the date it is granted.

       6. Limited Alternate Rights. (a)  The Committee may, in its sole
discretion, grant Limited Alternate Rights in tandem with any Stock Option
Award.

       (b) Limited Alternate Rights shall entitle the holder to receive,
in lieu of exercising the Stock Option to which such Limited Alternate
Rights relate (in which event such Stock Option shall terminate),
an amount in cash equal to 100 percent of the excess of the Fair Market
Value of the Common Stock on the date of exercise times the number
of rights tendered, over the aggregate Strike Price of the Stock Options
to which the Limited Alternate Rights relate.

       (c)  Limited Alternate Rights shall only become vested and exercisable:

         (i)      If there is a Change in Control of the Company; and,

         (ii)      The Stock Option to which the Limited Alternate Right is
         attached has been held by the Participant for a period of at least
         six months at the time the Change in Control has occurred.

       7. Conditional Shares.   (a) The Committee shall have the right to
grant Conditional Shares to a Participant pursuant to this Section
7, and establish the terms and provisions, including but not limited
to vesting provisions and conditions of forfeiture.

       (b) Conditional Shares represent the right to receive free of any
restrictions, shares of Common Stock on the completion of specified
performance and/or tenure requirements as set forth in a Participant's
Conditional Share agreement by the Committee.  At the discretion of
the Committee, such shares may be issued to the Participant at the
time of the grant, provided such shares bear a restrictive legend
specifying that such shares cannot be sold or otherwise transferred
by the Participant.

       (c) Conditional Shares shall be vested in full following death,
Disability or Normal Retirement.  If a Participant terminates employment with
the Company for any other reason, all unvested Conditional Shares
shall be forfeited, except as may be determined in the judgment of
the Committee.

       (d) A Participant holding Conditional Shares shall, unless otherwise
determined by the Committee, be entitled to receive dividends and
exercise voting rights with respect to such Conditional Shares even
though such Conditional Shares have not vested.

       8. Designation Of Beneficiary.   A Participant may, with the consent
of the Committee, designate a person or persons to receive or exercise,
in the event of the Participant's death, any Award to which the Participant
would have been entitled.  Such designation will be made upon forms
supplied by and delivered to the Company and may be revoked in writing.
 If a Participant fails to effectively designate a beneficiary then
the Participant's estate, or legal representative, will be deemed
to be the beneficiary.  Except as provided in this Section 8 and except
for transfers by will or laws of descent and distribution, or except
as permitted by the

-- 6 --



Committee, all awards granted pursuant to the Plan shall be nontransferable.

       9. Change in Control Provisions.  In the event of a Change in Control,
the following acceleration and cash-out provisions shall apply unless
otherwise provided by the Committee at the time of the Award grant.
 All outstanding Awards pursuant to which the Participant may have
rights, the exercise of which is restricted or limited, shall become
fully exercisable at the time of the Change in Control.  Unless the
right to lapse of restrictions or limitations is waived or deferred
by a Participant prior to such lapse, all restrictions or limitations
(including risks of forfeiture and deferrals) on outstanding Awards
subject to restrictions or limitations under the Plan shall lapse,
and all performance criteria and other conditions to payment of Awards
under which payments of cash, shares of Common Stock or other property
are subject to conditions shall be deemed to be achieved or fulfilled
and shall be waived by the Company at the time of the Change in Control.

        10. Miscellaneous Provisions.  (a)  Tax Withholding. The Company's
obligations under the Plan shall be subject to applicable federal,
state, and local tax withholding requirements.  Federal, state, and
local withholding tax due at the time of a grant or upon the exercise
of any Award may, in the discretion of the Committee, be paid in shares
of Common Stock already owned by the Participant upon such terms and
condition as the Committee shall determine.  If the Participant shall
fail to pay, or make arrangements satisfactory to the Committee for
the payment, to the Company of all such federal, state and local taxes
required to be withheld by the Company, then the Company shall, to
the extent permitted by law, have the right to refuse to issue the
shares of Common Stock relating to the Award and/or to deduct from
any payment of any kind otherwise due to such Participant an amount
equal to any federal, state, or local taxes of any kind required to
be withheld by the Company.

       (b) Amendment. The Board may amend, alter, suspend, discontinue, or
terminate the Plan or the Committee's authority to grant Awards under
the Plan without the consent of stockholders of the Company or Participants,
except that any such amendment, alteration, suspension, discontinuation,
or termination shall be subject to the approval of the Company's stockholders
to the extent such stockholder approval is required under Section
422 of the Code, Rule 16b-3 under the Exchange Act, or any other federal
or state law or regulation; provided, however, that, without the consent
of an affected Participant, no amendment, alteration, suspension,
discontinuation, or termination of the Plan may materially and adversely
affect the rights of such Participant under any Award theretofore
granted to him or her.  The Committee may waive any conditions or
rights under, amend any terms of, or amend, alter, suspend, discontinue
or terminate, any Award theretofore granted, prospectively or retrospectively;
provided, however, that, without the consent of a Participant, no
amendment, alteration, suspension, discontinuation or termination
of any Award may materially and adversely affect the rights of such
Participant under any Award theretofore granted to him or her.

       (c) Applicable Law. The Plan will be administered in accordance with
the laws of the State of New York, without regard to its principles
of conflict of laws, to the extent not governed by relevant provisions
of the Exchange Act and other federal law.

       (d) Shares Authorized. The Committee shall be authorized to make
Awards of Stock Options, Conditional Shares or any combination thereof
representing up to 900,000 shares of Common Stock, subject to adjustment
as provided below. Any shares of Evergreen Common Stock that are delivered
to or withheld by the Company to satisfy the tax withholding consequences
of an option exercise or the grant or vesting of a conditional share
award shall again be available for purposes of the 1995 Stock Incentive
Plan.

       (e) Maximum Award. No Participant may receive an Award of Stock Options,
Conditional Shares or any combination thereof, representing more than
100,000 shares in any Plan Year, subject to adjustment as provided
below.

-- 7 --



       (f) Adjustments in Common Stock for Recapitalizations, Splits, etc.
In the event that the Committee shall determine that any dividend
in Common Stock, recapitalization, Common Stock split, reverse split,
reorganization, merger, consolidation, spin-off, combination, repurchase,
or share exchange, or other similar corporate transaction or event,
affects the shares of Common Stock such that an adjustment is appropriate
in order to prevent dilution or enlargement of the rights of Participants
under the Plan, then the Committee shall make such equitable changes
or adjustments as it deems appropriate and, in such manner as it may
deem equitable, adjust any or all of:

         (i) the number and kind of shares which may thereafter be issued under
         the Plan,

         (ii) the number and kind of shares, other securities or other
         consideration issued or issuable in respect of outstanding Awards,

         (iii) the exercise price, grant price, or purchase price relating
         to any Award, and

         (iv) the Maximum Award; provided, however, in each case that, with
         respect to Incentive Stock Options, such adjustment shall be made
         in accordance with Section 424(a) of the Code, unless the Committee
         determines otherwise.  In addition, the Committee is authorized to
         make adjustments in the terms and conditions of, and the criteria
         and performance objectives included in, Awards in recognition of
         unusual or nonrecurring events (including, without limitation, events
         described in the preceding sentence) affecting the Company or any
         Affiliate or the financial statements of the Company or any Affiliate,
         or in response to changes in applicable laws, regulations, or
         accounting principles.

       (g) Compliance with Legal and Trading Requirements. The Plan, the
granting and exercising of Awards thereunder, and the other obligations
of the Company under the Plan and any Stock Agreement, shall be subject
to all applicable federal and state laws, rules and regulations, and
to such approvals by any regulatory or governmental agency as may
be required.  The Company, in its discretion, may postpone the issuance
or delivery of shares of Common Stock under any Award until completion
of such stock exchange or market system listing or registration or
qualification of such shares of Common Stock or other required action
under any state or federal law, rule or regulation as the Company
may consider appropriate, and may require any Participant to make
such representations and furnish such information as it may consider
appropriate in connection with the issuance or delivery of shares
of Common Stock in compliance with applicable laws, rules and regulations.
 No provisions of the Plan shall be interpreted or construed to obligate
the Company to register any shares Common Stock under federal or state
law.

       (h)  Unfunded Status of Awards.  The Plan is intended to constitute
an "unfunded" plan for incentive compensation.  With respect to any
payments not yet made to a Participant pursuant to an Award, nothing
contained in the Plan or any Award shall give any such Participant
any rights that are greater than those of a general creditor of the
Company; provided, however, that the Committee may authorize the creation
of trusts or make other arrangements to meet the Company's obligations
under the Plan to deliver cash, shares of Common Stock, other Awards,
or other property pursuant to any Award, which trusts or other arrangements
shall be consistent with the "unfunded" status of the Plan unless
the Committee otherwise determines with the consent of each affected
Participant.

       (i)  Non-exclusivity of the Plan.  Neither the adoption of the Plan
by the Board nor its submission to the stockholders of the Company
for approval shall be construed as creating any limitations on the
power of the Board to adopt such other incentive arrangements as it
may deem desirable, including, without limitation, the granting of
options and other awards otherwise than under the Plan, and such arrangements
may be either applicable generally or only in specific cases.

-- 8 --

       11. Effective Date Of The Plan. The Plan, as amended and restated,
shall become effective January 16, 1997, subject to approval by a
majority vote of the stockholders of record of the Company at the
1997 annual meeting.  The Plan shall terminate on April 1, 2005, or
such earlier date as determined by the Board.

Effective Date:  April 20, 1995; amended and restated effective January
     16, 1997.

                     *      *      *      *      *

      IN WITNESS WHEREOF, the undersigned have executed this Agreement on
behalf of the Company effective January 16, 1997.

                         Evergreen Bancorp, Inc.





                              By:     /s/ Anthony J. Koenig
                                      Anthony J. Koenig,
                                      Executive Vice President--Administration

-- 9 --
                                                         EXHIBIT 10(g)
                                          [Annual Report on Form 10-K]

      This AMENDMENT NO. 1, dated as of January 16, 1997 (the "Amendment"),
to the Evergreen Bancorp, Inc. 1995 Directors Stock Option Plan is
made and entered into by EVERGREEN BANCORP, INC., a corporation organized
and existing under the laws of the State of Delaware and having its
principal office and place of business at 237 Glen Street, Glens Falls,
New York 12801 (the "Bank").

      WHEREAS, the Bank has previously established the Evergreen Bancorp,
Inc. 1995 Directors Stock Option Plan (the "Plan") to advance the
interests of the Bank and its shareholders in attracting, retaining
and motivating high quality directors for the Bank; and

      WHEREAS, the number of shares issuable under the formula under the
Plan and the maximum number of shares issuable under the Plan should
have doubled upon the two-for-one stock split of the Common Stock
effected in September, 1996 in the form of a 100% stock dividend;
and

      WHEREAS, the Board of Directors of the Bank has adopted a resolution
approving and adopting the amendments to the Plan as set forth herein.

      NOW, THEREFORE, by the power and authority vested in the Board
of Directors of the Bank, the Plan is amended to now provide as follows:

      1.      Effective Date and Condition Precedent.  This Amendment
shall be effective upon and expressly conditioned upon the approval
of the Bank's stockholders at the 1997 Annual Meeting of Stockholders,
 scheduled for May 8, 1997.

      2.      Defined Terms.  Capitalized terms not otherwise defined herein
shall have the meaning ascribed to them in the Plan.

      3.      Amendments to the Plan.  The Plan is hereby amended as follows:

      (a)      Section II (H) is amended by deleting the word "Member" or
"Employee" each time it appears in the Section and replacing it with
the word "Participant".

      (b)      Section III (A) is hereby amended by deleting it and inserting
in lieu thereof "The Plan shall be administered by the Board of Directors
of the Bank (the "Administrator")."

      (c)      Section IV (A) is hereby amended by deleting the number "200"
in the first sentence and replacing it with "1,600", and by adding
the following to the end of the Section:

     "B.      The Stock Options granted pursuant to Section IV (A) shall
      be granted as of and on the date of the Bank's Annual Shareholders'
      meeting.

     "C.      Consistent with the Plan provisions, and except for authority
      that would precluded designation of the Bank's Directors from qualifying
      as a "non-employee director" under Rule 16b-3 ("Rule 16b-3"), as from
      time to time in effect and applicable to the Plan and Participants,
      promulgated by the Securities and Exchange Commission under Section
      16 of the Securities Exchange Act of 1934, as amended, the Board as
      Administrator shall have full and final authority to make additional
      grants of Stock Options to Participants under the Plan, including
      but not limited to the right to determine the type and number of Awards
      to be granted, the number of Shares to which an Award may relate,
      the terms and conditions of any Award granted under the Plan (including,
      but not limited to, any exercise price, grant price, or purchase price,
      provided that the exercise price is equal to or exceeds the Fair Market
      Value of the Common Stock on the date of grant), any schedule for
      lapse of restrictions or conditions relating to transferability or
      forfeiture, exercisability, or settlement of an Award, and waiver
      or accelerations thereof, and waivers of performance conditions relating
      to an Award, based in each case on such considerations as the Board
      shall determine), and all other matters to be determined in connection
      with an Award."

      (d)      Section V (E) is hereby amended by adding the following at
      the end thereof:

     "If the Participant intends to obtain a permissible broker loan or
      a simultaneous order to sell the shares of Common Stock issuable upon
      exercise of any Stock Options, upon the giving of at least 48 hours
      prior written notice to the Bank, exercise thereof shall not be deemed
      to occur until the Bank receives the proceeds of the recipient's broker
      loan or other permitted transaction. In addition, the Administrator
      shall the authority to impose any other conditions on or provisions
      for the exercise of any Award not inconsistent with the provisions
      of the Plan and Rule 16b-3."

      (e)      Section VII (D) is hereby amended by deleting it and inserting
      in lieu thereof the following:

     "Shares Authorized for Issuance--Subject to adjustment as provided
      in Section VII (E) hereof, the total number of Shares reserved for
      issuance in connection with Awards under the Plan shall be 90,000.
      No Award may be granted if the number of Shares to which such Award
      relates, when added to the number of Shares of Common Stock previously
      issued under the Plan, exceeds the number of Shares of Common Stock
      reserved under the preceding sentence.  If any Awards are forfeited,
      canceled, terminated, exchanged or surrendered or such Award is settled
      in cash or otherwise terminates without a distribution of Shares of
      Common Stock to the Participant, any Shares of Common Stock counted
      against the number of Shares of Common Stock reserved and available
      under the Plan with respect to such Award shall, to the extent of
      any such forfeiture, settlement, termination, cancellation, exchange
      or surrender, again be available for Awards under the Plan."

      4.      Ratification of the Plan.  As modified and amended by this
Amendment, the Plan is hereby ratified and confirmed.

                            *      *      *      *      *

      IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date first above written.

                                Evergreen Bancorp, Inc.

                          By: /s/ Anthony J. Koenig
                              Anthony J. Koenig,
                              Executive Vice President--Administration