Exhibit 10 (j)

                          Evergreen Bancorp, Inc.
                   Supplemental Executive Retirement Plan
                          (as amended and restated)
                                                            
                                 Article 1

                                  Purpose

     The Board of Directors of Evergreen Bancorp, Inc. and its wholly 
owned subsidiary, Evergreen Bank, N.A. (collectively, the "Bank"), 
considers the establishment and maintenance of a sound and vital 
management to be essential to protecting and enhancing the best interests 
of the Bank and its shareholders. Accordingly, the Bank has established 
this plan with the intention of attracting and retaining executives whose 
skills and talents are important to the Bank's operations by providing 
monthly supplemental retirement income.
                                                 
                                 Article 2

                                Definitions

     For purposes of the Plan, the following words and phrases shall have 
the following meanings unless a different meaning is plainly required by 
the context. Whenever used, the masculine pronoun shall include the 
feminine pronoun and the feminine pronoun shall include the masculine and 
the singular shall include the plural and the plural shall include the 
singular.

2.1  Accrued Benefit. The monthly retirement income benefit payable at 
     Normal Retirement under this Plan, in an amount determined under 
     Section 6.1 based on the Participant's Final Average Compensation and 
     the Benefit Factor of the Participant.

2.2  Actuarial Equivalent. A form of benefit differing in time, period, or 
     manner of payment, that replaces another and has the same value, 
     based on actuarial assumptions, as the benefit or amount it replaces, 
     shall be determined, as follows:

     (a)  For purposes of determining a lump sum value of any benefit 
          payable, the Unisex Pension 1984 Mortality Table, with the 
          interest rates promulgated by the Pension Benefit Guaranty 
          Corporation as in effect the first day of the Plan Year during 
          which such lump sum is to paid or such determination is to be 
          made, as applicable, will used.

     (b)  For purposes of determining the amount of any optional form of 
          retirement income payable other than a lump sum distribution, 
          1983 Group Annuity Mortality Table (1983 GAM) for males, 
          interest at seven and one-half percent (7.50%), will be used.

     (c)  If any benefit is payable before a Participant's Normal Date, 
          the Participant's benefit payable shall be reduced by 5/9 of 1% 
          for each of the first 60 months and by 5/18 of 1% for each of 
          the next 60 months by which commencement of benefits precedes 
          the Participant's Normal Retirement Date.

2.3	Affiliate.

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

     (b)  An unincorporated trade or business which is under common 
          control with the Bank as determined in accordance with Section 
          414(c) of the Code and the regulations promulgated 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.

2.4  Administrator.  The Human Resource and Nominating Committee of the 
     Board of Directors of the Bank, or such successor committee or 
     individual as they shall duly appoint to administer the Plan.

2.5  Bank.  Evergreen Bancorp, Inc., together with its principal operating 
     subsidiary, Evergreen Bank, N.A., any successors thereto, and any 
     Affiliates.

2.6  Beneficiary.  The person or persons designated by a Participant 
     pursuant to Article 8 to receive benefits under the Plan in the event 
     of the Participant's death.

2.7  Benefit Factor.  The percentage that shall be multiplied by the Final 
     Average Compensation to determine a Participant's annual retirement 
     benefits which, for the Chief Executive Officer shall be fifty 
     percent (50%) and for other principal Executive Officers shall be 
     forty-five percent (45%).

2.8  Cause.  The Bank's termination of any Participant's employment for 
     "Cause" shall mean only the following: (a) the commission of any 
     intentional acts or conduct by the Participant involving moral 
     turpitude; (b) the gross negligence by the Participant in complying 
     with the terms of his employment agreement, if any, or otherwise in 
     performing his required duties for the Bank; (c) the commission of 
     any intentional act of dishonesty in the performance of the 
     Participant's duties for the Bank; or (d) 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 Board of Directors of the Bank, and 
     such refusal shall result in a demonstrable, material injury to the 
     Bank, and the Participant shall have failed to remedy such alleged 
     breach within thirty (30) days from his receipt of written notice 
     from the Secretary of the Bank demanding that he remedy such alleged 
     breach. For any claimed termination for "Cause" there shall be 
     delivered to the Participant a certified copy of a resolution of the 
     Board of Directors of the Bank adopted by the affirmative vote of not 
     less than that number of directors equal to two-thirds of the entire 
     membership, whether or not present, at a meeting called and held for 
     that purpose and at which the Participant was given an opportunity to 
     be heard, finding that the Participant was responsible for the 
     conduct set forth above.

2.9  Change in Control.  An event of the nature that:

     (a)  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 Securities Exchange Act 
          of 1934, as amended (the "Exchange Act"); or

     (b)  Results in a Change in Control of the Bank 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 (the "FDIC") at 12 C.F.R. Section 303.4(a), as 
          in effect on the date hereof; or

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

          (i) 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 Bank representing 25% or more of a 
          class of equity securities, except that a securities purchase or 
          purchases by the Bank'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

          (ii) 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 Bank's shareholders was approved by the same Committee 
          serving under an Incumbent Board, shall be, for purposes of this 
          clause (ii) considered as though he were a member of the 
          Incumbent Board; or

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

          (iv) A proxy statement shall be distributed soliciting proxies 
          from stockholders of the Bank, by someone other than the current 
          management of the Bank, 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 
          Bank; or

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

2.10 Code.  The Internal Revenue Code of 1986, as it may from time to time 
     be amended.

2.11 Committee.  "Committee" means the Human Resources and Nominating 
     Committee of the Board of Directors of the Bank. Such Committee shall 
     be comprised at all times 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.

2.12 Compensation. For purposes of this Plan, only the following items 
     shall be included in determination of remuneration for determination 
     of benefits:

     (a) Salary; and

     (b) Cash bonuses, 
             whether either of the foregoing is paid currently or deferred 
          under either a qualified or non-qualified arrangement; and 
          without regard to any limits imposed by Section 415 or 
          401(a)(17) or similar sections of the Code.

2.13 Disability.  Any physical or mental condition which may reasonably be 
     expected to be permanent and which renders the Participant incapable 
     of continuing as an Employee in his customary job; provided, however, 
     that such disability originated while the Participant was in the 
     active service of the Company and which: (a) 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 (b) 
     did not result from habitual drunkenness or addiction to narcotics or 
     a self-inflicted injury while sane or insane. To aid the Committee in 
     determining whether such disability exist, the Committee may require, 
     as a condition precedent to receipt of any benefits hereunder, that 
     the Participant submit to examinations by one or more duly licensed 
     and practicing physicians selected by the Committee.

2.14 Early Retirement.  The election of the Participant to commence 
     receiving vested benefits hereunder before the Normal Retirement 
     Date, if permitted by the Committee in the Committee's sole 
     discretion unless voided pursuant to Section 6.4, following 
     termination of the Participant's employment with the Bank. Subject to 
     Committee approval, a participant shall become eligible for Early 
     Retirement under this plan upon, the later to occur of the following: 
     (a) the date the Participant attains age 55; and (b) the date the 
     Participant becomes vested under this plan pursuant to Article 5. 
     Notwithstanding the foregoing, the current Chief Executive Officer, 
     George W. Dougan, may elect "Early Retirement" under this Plan 
     without the prior approval of the Committee.
2.15 Effective Date.  January 16, 1997.

2.16 Employee.  Any person in the employ of the Bank for whom the Bank is 
     required to contribute Federal Insurance Contribution Act taxes.

2.17 Final Average Compensation.  The monthly Compensation of a 
     Participant averaged over thirty-six consecutive months which produce 
     the highest average of the 60 completed months (or the number of 
     completed months if less than 60) ending before the first day of the 
     month coincident with on next following the Participant's date of 
     Normal or Early Retirement, whichever is applicable, or, if 
     applicable and earlier, the first day of the month following the date 
     such Participant ceases to be an Active Participant.

2.18 Normal Form of Benefit.  A pension benefit payable for the life of 
     the Participant, beginning on the first day of the month following 
     Normal Retirement, in equal monthly installments and ceasing on the 
     last day of the month preceding the death of the Participant.

2.19 Normal Retirement.  Termination of service with the Bank on or after 
     the Participant's Normal Retirement Date.

2.20 Normal Retirement Date. The sixty-fifth birthday of the Participant.

2.21 Participant.  An Employee of the Bank selected by the Committee to 
     participate in the Plan, including the following:

     (a)  An Active Participant is a Participant who is currently an 
          Employee of the Bank; and

     (b)  An Inactive Participant is a Participant who is no longer an 
          Active Participant.

2.22 Plan.  This Supplemental Executive Retirement Plan, as it may be from 
     time to time amended or restated.

2.23 Plan Year.  A 12-month period commending on the first day of the 
     Bank's fiscal year.

2.24 Qualified Plan.  The Bank's Employees' Retirement Plan of Evergreen 
     Bancorp, Inc., restated as of January 1, 1989, and from time to time 
     amended, or under any successor plan thereto.

2.25 Year of Service.  Being in the employ of the Bank for an entire year.

                                 Article 3

                         Administration of the Plan

3.1  Administration.  The Plan shall be administered by the Committee. The 
     Committee shall act by vote or written consent of a majority of its 
     members.

3.2  Adoption of Rules and Regulations.  Subject to the express provisions 
     and limitations of the Plan as stated in this Plan document, the 
     Committee may adopt such rules, regulations, guidelines, and 
     procedures as it deems appropriate for the proper administration of 
     the Plan, and the Committee may make whatever determinations and 
     interpretations it deems to be necessary or advisable.

3.3  Determinations by the Committee.  All determinations and 
     interpretations made by the Committee shall be binding and conclusive 
     on all Participants and on their legal representatives and 
     beneficiaries.

3.4  Indemnification of the Committee and Employees of the Bank.  The Bank 
     hereby agrees to indemnify, defend and hold harmless, jointly and 
     severally, the members of the Committee and employees of the Bank who 
     are involved in the administration of the Plan, from and against all 
     claims, losses, damages, expenses, including counsel fees and their 
     costs and expenses, incurred by them, and any liability, including 
     any amounts paid in settlement with their approval, arising from 
     their action or failure to act with respect to any matter relating to 
     the Plan, except when the same shall be judicially determined to be 
     attributable to their willful misconduct. The indemnification 
     provided by this Section 3.4 shall survive any termination of the 
     Plan and shall be binding upon the Bank's successors and assigns.

                                 Article 4

                                Eligibility

4.1  Selection.  The Committee may select Employees who, in the 
     Committee's sole and absolute discretion, are key Employees of the 
     Bank, to participate in the Plan. Such Employees shall withdraw from 
     participation in the supplemental retirement plan in effect on the 
     effective date of their participation in this Plan, but shall not be 
     precluded by the terms of this Plan from consideration to participate 
     in subsequent supplemental retirement plans, if any, that may be 
     adopted by the Bank after the Effective Date.

4.2  Termination for Cause.  No Participant shall have a right to any 
     benefit under the Plan if his employment with the Bank is terminated 
     for Cause, except following the vesting of benefits.

4.3  Detrimental or Prejudicial Conduct of a Participant.  If a 
     Participant has engaged in activities which, in the determination of 
     the Board, are materially detrimental to the Bank, the Committee may 
     terminate the Participant's participation in the Plan. In such event, 
     no benefit shall be payable under this Plan, and if a Participant is 
     currently receiving benefits under this Plan, such benefits shall 
     cease.

4.4  Change in Control. If there is a Change of Control of the Bank, 
     Section 4.3 of the Plan shall thereafter become inoperative and null 
     and void.
                                      
                                 Article 5 
                                      
                            Vesting of Benefits

5.1  Vesting Conditions.  The benefits under this Plan shall become fully 
     vested upon: (a) a Participant reaching Normal Retirement Age while 
     in the continuous employment with the Bank; or (b) the completion of 
     five Years of Service; or (c) the death of the Participant; or (d) 
     the termination of his employment by the Bank without Cause; or (e) 
     the occurrence of a Change in Control, as defined in this Plan, 
     whichever of the forgoing occurs earlier. 

5.2  Vesting Upon Disability.  If a Participant's employment by the Bank 
     is terminated by reason of his Disability, he shall become fully 
     vested in his benefits under this Plan.

                                 Article 6

                            Payment of Benefits 

6.1  Upon Normal Retirement.

     (a)  A Participant shall be entitled to receive the monthly Normal 
          Form of Benefit equal to the amount determined by:

          (i)  Multiplying the Participant's Final Average Compensation by the 
               Benefit Factor, and

          (ii) Subtracting from the amount determined pursuant to Section 
               6.1(a)(i) an amount equal to the monthly Normal Form of Benefit 
               then payable to the Participant under the Qualified Plan.

     (b)  If a Participant is eligible to receive a benefit under this 
          Plan, and he has participated in a supplemental retirement plan 
          maintained by the Bank prior to the effective date of his 
          participation, his benefit under this Plan shall further be 
          reduced by the actuarial equivalent Normal Form of Benefit 
          payable to the Participant under such other supplemental 
          retirement plan.

6.2  Upon Early Retirement.  Effective upon the date that a 
     Participant ceases to be an Active Participant because of Early 
     Retirement, a Participant shall be entitled to receive the 
     Actuarial Equivalent of his Accrued Benefit as of such date.

6.3  Upon Death.  A preretirement spousal annuity shall be payable to the 
     spouse of a Participant who dies before commencement of payment of 
     his Accrued Benefits hereunder, if the Participant, on the date of 
     his death, was married and was an Active Participant under the Plan. 
     The preretirement spousal annuity shall be the survivor annuity that 
     the Participant's spouse would have received under the Plan had the 
     Participant retired on the day before his date of death with his 
     Accrued Benefit payable in the form of an immediate Joint and 50% 
     survivor annuity described under Section 7.2(b). In no event shall 
     the preretirement spousal annuity be payable to anyone other than the 
     Participant's spouse on the date of the Participant's death.

6.4  Upon a Change in Control.

     (a)  Upon a Change in Control, the Bank shall, as soon as possible, 
          but in no event longer than 15 days after such Change in 
          Control, establish, fund (as set forth below) and maintain an 
          irrevocable "rabbi trust", the assets of which shall be subject 
          to the claims of creditors of Evergreen Bank, N.A. in the event 
          of its insolvency or bankruptcy, in order to provide a source of 
          funds to assist the Bank in the meeting of its liabilities 
          hereunder. At such time, the Bank shall irrevocably contribute 
          cash or other property to the rabbi trust in an amount 
          sufficient to pay the benefits of each Participant and 
          Beneficiary payable at Normal Retirement under the Plan when 
          conservatively invested in U.S. Treasury securities or similar 
          instruments by an institutional trustee that is not affiliated 
          with the person that causes, directly or indirectly, the Change 
          in Control. Amounts payable to Participants or Beneficiaries 
          hereunder shall be payable from the assets of such rabbi trust. 
          In the event the assets of the rabbi trust are not sufficient to 
          satisfy all benefits payable hereunder, the remaining benefits 
          shall be payable from the general assets of the Bank or its 
          successor.

     (b)  Upon the occurrence of a Change in Control, the provisions of 
          Early Retirement set forth in Section 2.14 that require the 
          Committee's prior written approval shall thereafter become 
          inoperative and null and void.

6.5  Other Vested Participants.  An Inactive Participant shall be entitled 
     to receive the Actuarial Equivalent of his vested Accrued Benefit 
     commencing at his Normal Retirement Date, and shall not be eligible 
     for Early Retirement except in the case of Disability.

6.6  Withholding of Taxes.  The Bank shall withhold from payments made 
     hereunder any income taxes required to be withheld by any law or 
     regulation of the federal, state of local governments. 

                                 Article 7

                         Optional Forms of Payment

7.1  Election of Form of Payment.  In lieu of the Normal Form of Benefit, 
     a Participant may elect to receive his retirement income under one of 
     the following optional forms. A Participant's Accrued Benefit payment 
     election shall be in the form of a written election made at the time 
     he first becomes a Participant in the Plan. An election made under 
     this Article 7 may be changed in writing, except that such new 
     election shall be effective only if made at least one year prior 
     to the Participant's termination of employment with the Bank. 

7.2  Optional Forms of Payment.  The retirement income payable under an 
     optional form shall be the Actuarial Equivalent of the Participant's 
     Accrued Benefit, as follows:

     (a)  The Joint and 100% Survivor benefit shall provide a reduced 
          retirement income during the Participant's lifetime. Upon his 
          death, if the Participant's Beneficiary survives him, the same 
          income will continue to the Participant's Beneficiary until the 
          Beneficiary's death. Only one individual may be named as a 
          Beneficiary.

     (b)  The Joint and 50% Survivor benefit shall provide a reduced 
          retirement income during the Participant's lifetime. Upon death, 
          if the Participant's Beneficiary survives him, then 50% of the 
          Participant's retirement income will continue to the 
          Participant's Beneficiary until the Beneficiary's death. Only 
          one individual may be named as a Beneficiary.

     (c)  The Lump Sum benefit shall provide a lump-sum distribution of 
          the Actuarial Equivalent value of the Accrued Benefit to the 
          Participant. Any lump sum distribution in excess of $10,000 may 
          be paid only with the express approval of the Committee.

     (d)  The Automatic Spouse Benefit shall provide that, if a 
          Participant does not elect a form of payout, a married 
          Participant will automatically be assumed to have elected a 
          Joint and 50% Survivor benefit with his spouse designated as his 
          Beneficiary.

                                 Article 8

                          Beneficiary Designation

8.1  Each Participant shall have the right at any time to designate any 
     person or persons as his Beneficiary, to whom any benefits under 
     Section 7.2(a) or (b) which the Participant may have elected shall be 
     payable.

8.2  The designation of a Beneficiary shall become effective when it is 
     filed in writing with the Bank, with a copy provided to the 
     Committee.

8.3  The filing of a Beneficiary designation may be accompanied by a 
     statement of the Actuarial Equivalent the Participant elects in lieu 
     of the Normal Form of Benefit.

8.4  The Participant may revoke a beneficiary designation at any time 
     before benefits commence by filing a new election with the Committee.

                                 Article 9

                           Amendment of the Plan

9.1  The Board may at any time amend the Plan in whole or in part; 
     provided, however, that no amendment shall be effective to reduce the 
     benefits under the Plan to any Participant without the consent of all 
     Participants in the Plan, which consent may be withheld in the sole 
     discretion of any Participant.  Written notice of any proposed 
     amendment shall be given to each Participant.

                                Article 10

                               Miscellaneous

10.1 Nothing contained in this Plan and no action taken pursuant to the 
     provisions of this Plan shall create or be construed to create a 
     fiduciary relationship between the Bank and the Participant or any 
     other person. Participants and their Beneficiaries, heirs, 
     successors, and assigns shall have no legal or equitable rights, 
     interests, or other claims in any property or assets of the Bank, 
     except as an unsecured general creditor of the Bank. The Bank's 
     obligation under this Plan shall be that of an unfunded and unsecured 
     promise of the Bank to pay money in the future.

10.2 By agreeing to become covered by this Plan, each Participant hereby 
     expressly agrees that the Bank may, in the Bank's sole and absolute 
     discretion, offset any amounts payable under this Plan against any 
     debts, loans, obligations, or other liabilities owed by the 
     Participant to the Bank at the time benefits become payable under the 
     Plan, whether or not such debts have matured. No prepayment penalties 
     or fees will be charged by the Bank in connection with any such 
     offset. The provisions of this Section 10.2 shall not apply following 
     a Change in Control.

10.3 Neither a Participant nor any other person shall have the right to 
     assign, sell, transfer, pledge, anticipate, mortgage, or otherwise 
     encumber, transfer, hypothecate, or convey in advance of actual 
     receipt the amounts, if any, payable hereunder, or any part thereof, 
     which are expressly declared to be unassignable and nontransferable.

10.4 Nothing herein contained shall be construed as a contract of 
     employment, nor as giving any Participant any right to be retained in 
     the employ of the Bank. Participation in this Plan shall not 
     interfere with the Board's rights to terminate a Participant's 
     employment at any time, subject to any express, written employment 
     agreement, if any, as may be in effect for any such Participant.

10.5 All pronouns and any variations thereof shall be deemed to refer to 
     the masculine, feminine, or neuter as the identity of the person or 
     persons may require. As the context may require, singular may be read 
     as plural and plural as singular.

10.6 Should any provision of this Plan or any regulation adopted herein 
     under be deemed or held to be unlawful or invalid for any reason, 
     such fact shall not adversely affect the other provisions or 
     regulations unless such invalidity shall render impossible or 
     impractical the functioning of the Plan, and in such case, the 
     appropriate parties shall immediately adopt a new provision or 
     regulation to take the place of the one held illegal or invalid.

10.7 The titles and headings of the Articles and sections of this Plan 
     are for the convenience of reference only, and in the event of any 
     conflict, the text rather than such titles or headings shall control.

10.8 This Plan shall be governed by and construed in accordance with the 
     laws of the State of New York.

* * * * *

Adopted: 10/1/95; amended and restated 1/16/97

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ADOPTED, APPROVED AND CERTIFIED:
Human Resources and Nominating Committee

By:  /S/ Robert F. Flacke
     Robert F. Flacke, Chairman
     Human Resources and Nominating Committee