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SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

Commission File No. 000-32915

EVERGREENBANCORP, INC.

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

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

     Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

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

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

Common Stock, no par value, outstanding as of May 13, 2003: 1,077,199 shares
No Preferred Stock were issued or outstanding.

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PART I
FINANCIAL INFORMATION

PART II
OTHER INFORMATION

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

EVERGREENBANCORP, INC.

See accompanying notes to unaudited consolidated financial statements.

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EVERGREENBANCORP, INC.

See accompanying notes to unaudited consolidated financial statements.

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

See accompanying notes to unaudited consolidated financial statements.

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EVERGREENBANCORP, INC.

See accompanying notes to unaudited consolidated financial statements

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EVERGREENBANCORP, INC.

Note 1: Basis of presentation and accounting policies

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

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

The Bank is a Washington state chartered financial institution that engages in general commercial and consumer banking operations. The Bank offers a broad spectrum of personal and business banking services, including commercial, consumer and real estate lending. The Bank’s offices are centered in the Puget Sound region in the Seattle, Lynnwood and Bellevue communities. Deposits in the Bank are insured by the Federal Deposit Insurance Corporation.

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

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

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

The preparation of financial statements in conformity with these principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including contingent amounts, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates particularly susceptible to possible changes in the near term relate to the determination of the allowance for loan losses on loans, the carrying values of securities, and deferred tax assets.

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

Note 2: – Stock dividend

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

Note 3: – Stock options

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

Note 4: Investments

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

Note 5 : Junior subordinated debt (trust preferred securities)

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

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

Note 6: Stock compensation

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

Note 7: Earnings per share

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

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

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

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

Note 8: Commitments and contingencies

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

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

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

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

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

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

The following discussion contains a review of the consolidated operating results and financial condition of Bancorp and its wholly-owned subsidiaries (collectively referred to as the “Company”) for the first quarter of 2003. This discussion should be read in conjunction with the unaudited consolidated financial statements and accompanying notes contained elsewhere in this report. When warranted, comparisons are made to the same period in 2002 and to the previous year ended December 31, 2002. For additional information, refer to the consolidated financial statements and footnotes of EvergreenBancorp, Inc. for the year ended December 31, 2002.

RESULTS OF OPERATIONS

Net Income

Three months ended March 31, 2003 and 2002

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

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

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

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

Net Interest Income and Net Interest Margin

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

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

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

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

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

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Noninterest Income/Expense

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

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

Provision and Allowance for Loan Losses

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

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

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

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

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FINANCIAL CONDITION

Loans and Investments

At March 31, 2003, loans totaled $114,661,000, a reduction of $6,848,000 or 5.64 percent over December 31, 2002. The decrease in loan balances is attributed to reduced economic activity and loan payoffs as borrowers refinance in the low interest rate environment. At March 31, 2003, the Bank had $85,356,000 in loans secured by real estate. The collectibility of a substantial portion of the loan portfolio is susceptible to changes in economic and market conditions in the region. The Bank generally requires collateral on all real estate exposures and typically maintains loan-to-value ratios of no greater than 80 percent.

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

Deposits

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

Borrowings

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

Stockholders’ Equity and Capital Resources

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

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

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

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Liquidity

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

In addition to cash and cash equivalents, asset liquidity is provided by the available-for-sale securities portfolio. More than 65 percent of the investment balances within this portfolio mature within one year. Liquidity is further enhanced by deposit growth, federal funds purchased and securities sold under agreements to repurchase, borrowings, and planned cash flows, maturities and sales of investments and loans.

The consolidated statement of cash flows contained in this report provides information on the sources and uses of cash for the respective year-to-date periods ending March 31, 2003 and 2002. See Bancorp’s annual report on Form 10-K for the year ended December 31, 2002 for additional information.

Recent Regulatory Developments

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

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

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

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

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

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

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

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

ITEM 4. CONTROLS AND PROCEDURES

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

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

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Forward-Looking Information Statement

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

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

     None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

     None

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

     None

ITEM 5. OTHER INFORMATION.

     None

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

(a)

Exhibits

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CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

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

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

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

5)

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

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

6)

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

Date: May 14, 2003

/s/ Gerald O. Hatler

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CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

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

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

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

5)

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

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

6)

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

Date: May 14, 2003

/s/ William G. Filer II

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