SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

For the quarterly period ended March 31, 2005

For the transition period from                      to

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.

Yes þ No o

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

Yes o No þ

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 10, 2005: 1,496,989 shares
No Preferred Stock was issued or outstanding.

- 2 -

PART I – FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

EVERGREENBANCORP, INC.

See accompanying notes to unaudited consolidated financial statements.

- 3 -

EVERGREENBANCORP, INC.

See accompanying notes to unaudited consolidated financial statements.

- 4 -

EVERGREENBANCORP, INC.

See accompanying notes to unaudited consolidated financial statements

- 5 -

EVERGREENBANCORP, INC.

The Company’s only component of other comprehensive earnings is the unrealized gain (loss) on securities available for sale. Comprehensive income components and related tax effects are as follows:

See accompanying notes to unaudited consolidated financial statements

- 6 -

EVERGREENBANCORP, INC.

See accompanying notes to unaudited consolidated financial statements

- 7 -

EVERGREENBANCORP, INC.

Note 1: Summary of Significant Accounting Policies

     Organization. EvergreenBancorp, Inc. (“Bancorp”) was formed February 9, 2001 and is a Washington corporation chartered as a bank holding company. Bancorp holds all of the issued and outstanding shares of EvergreenBank (“the Bank”). EvergreenBancorp Capital Trust I (“the Trust”) had previously been consolidated with the Company and is now reported separately. The consolidated entities are collectively referred to as “the Company.” The Bank is a Washington state chartered financial institution established in 1971 that engages in general commercial and consumer banking operations. Deposits in the Bank are insured by the Federal Deposit Insurance Corporation (“the FDIC”).

     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, Bellevue, and Federal Way communities.

     Operating Segments. While the Company’s management monitors the revenue streams of the various products and services, operations are managed and financial performance is evaluated on a Company-wide basis. Accordingly, all of the Company’s banking operations are considered by management to be aggregated in one reportable segment.

     Holding Company Information. The Bank became a wholly owned subsidiary of the Bancorp on June 20, 2001 in accordance with the Plan and Agreement of Reorganization and Merger dated February 14, 2001, which provided that each share of the Bank’s common stock be exchanged for an equal number of shares of the common stock of the Bancorp. This was treated as an internal reorganization; accordingly, the capital accounts of the Bank as of June 20, 2001 were carried forward, without change, as the capital accounts of the Bancorp.

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

     Critical accounting policies and use of estimates. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make judgments, 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. Management has identified certain policies as being particularly sensitive in terms of judgments and the extent to which estimates are used. These policies relate to the determination of the allowance for loan losses on loans, other real estate owned, and the fair value of financial instruments and are described in greater detail in subsequent sections of Management’s Discussion and Analysis and in the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004. Management believes that the judgments, estimates and assumptions used in the preparation of the financial statements are appropriate given the factual circumstances at the time. However, given the sensitivity of the financial statements to these critical accounting policies, estimates and assumptions, material differences in the results of operations or financial condition could result.

     Newly issued accounting pronouncements. FAS 123R requires all public companies to record compensation costs for stock options provided to employees in return for employee service. The cost is measured at the fair value of the options when granted, and this cost is expensed over the employee service period, which is normally the vesting period of the options. This will apply to awards granted or modified after the first fiscal year beginning after June 15, 2005. Compensation cost will also be recorded for prior

- 8 -

option grants that vest after the date of adoption. The effect on results of operations will depend on the level of future option grants and the calculation of the fair value of the options granted at such future date, as well as the vesting periods provided, and so cannot currently be predicted. Existing options that will vest after adoption date are expected to result in additional compensation expense of approximately $59,000 in 2006, $34,000 in 2007, $19,000 in 2008, and $12,000 in 2009. There will be no significant effect on the Company’s financial position as total equity will not change; the effect on results of operations is not expected to be material upon and after adoption.

     Stock-Based 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 Statement of Financial Accounting Standard No. 123, Accounting for Stock-Based Compensation. Certain adjustments were made to the pro forma calculations in prior years to be consistent with the current year presentation. Earnings and dividends per share are restated for all stock splits and dividends through the date of issue of the financial statements.

     The weighted average fair value of individual options granted during the first quarter 2005 was $3.41. There were no options granted in the first quarter of 2004. The pro forma effects are computed using option pricing models, using the following weighted-average assumptions as of grant date.

Note 2: Stock split

On November 30, 2004, the Company effected a five-for-four stock split. All references to number of shares issued and outstanding (basic and diluted) and earnings per share, for the periods presented have been restated as if the stock dividend had actually occurred on January 1, 2004.

- 9 -

Note 3: Stock options

During the first quarter of 2005, 2,000 stock options were granted and there were 1,750 options exercised. The total stock options outstanding were 143,830 at March 31, 2005 with exercise prices ranging between $9.12 and $16.50 and expiration dates between October 23, 2010 and January 20, 2015. All options are granted at market value as of date of grant.

Note 4: Securities available for sale

Investment securities available for sale include $6,908,000 in mortgage-backed securities at March 31, 2005. This investment by the Bank in mortgage-backed securities qualifies as collateral for advances from Federal Home Loan Bank of Seattle. Investment securities available for sale also include the AMF Adjustable Rate Mortgage Fund with a fair market value of $14,894,000 at March 31, 2005.

Note 5: 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 2004 five-for-four stock split. Diluted earnings per share of common stock is computed on the basis of the weighted average number of common shares outstanding plus the effect of the assumed conversion of outstanding stock options.

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

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

Note 6: Retirement Benefits

The Company participates in a defined contribution retirement plan. The 401(k) plan permits all salaried employees to contribute up to a maximum of 15% of gross salary per month. For the first 6%, the Company contributes two dollars for each dollar the employee contributes. Partial vesting of Company contributions to the plan begins at 20% after two years of employment, and such contributions are 100% vested with five years of employment. The Company’s contributions to the plan for the quarters ended March 31, 2005 and 2004 were $74,000 and $72,000, respectively.

The Company also participates in multiple-employer defined benefit postretirement health care plans that provide medical and dental coverage to directors and surviving spouses and to employees who retire after

- 10 -

age 62 and 15 years of full-time service and their dependents. The medical and dental plans are noncontributory and nonfunded.

Components of net periodic benefit cost

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

The Bank’s results of operations primarily depend on net interest income, which is the difference between interest income on loans and investments and interest expense on deposits and borrowed funds. The Bank’s operating results are also affected by loan fees, service charges on deposit accounts, net merchant credit card processing fees, gains from sales of loans and investments and other noninterest income. Operating expenses of the Bank include employee compensation and benefits, occupancy and equipment costs, data processing costs, federal deposit insurance premiums and other administrative expenses.

The Bank’s results of operations are further affected by economic and competitive conditions, particularly changes in market interest rates and real estate values. Results are also affected by monetary and fiscal policies of federal agencies, and actions of regulatory and taxing authorities.

The following discussion contains a review of the consolidated operating results and financial condition of the Company for the first quarter of 2005. 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 periods in 2004 and to the previous year ended December 31, 2004. For additional information, refer to the audited consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

RESULTS OF OPERATIONS

Net Income

Three months ended March 31, 2005 and 2004

For the first quarter of 2005, the Company reported net income of $299,000 compared to $286,000 for the first quarter of 2004, an increase of 4.55 percent. The main reason for the increase in profits was higher net interest income due to growth in loans, substantially offset by growth in operating expenses.

Basic and diluted earnings per common share were $0.20 for the first quarter of 2005, compared to $0.19 for the same period one year ago.

For the first quarter of 2005, return on average common equity and return on average assets was 6.84 percent and 0.58 percent respectively, compared to 6.79 percent and 0.60 percent respectively for the same period one year ago.

Additional analysis of financial components is contained in the discussion that follows. Unless otherwise stated, comparisons are between the first quarter 2005 and 2004.

- 11 -

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. Several factors can contribute to changes in net interest income, such as changes in average balances or in the rates on earning assets and rates paid for interest bearing liabilities, the level of noninterest bearing deposits, and the level of nonaccrual loans.

Net interest income before the provision for loan losses was $2,461,000 for the first quarter of 2005, compared to $2,193,000 for the same period in 2004, an increase of 12.22 percent. The increase was primarily attributable to growth in the average balance of the loan portfolio.

The net interest margin, which is the ratio of taxable-equivalent net interest income to average earning assets, was 5.15 percent for the first three months of 2005 compared to 5.04 percent for the same period one year ago. The weighted average yield on interest earning assets was 6.65 percent for the first three months of 2005, an increase of 6.07 percent, compared to 6.26 percent in the first quarter of 2004. Interest expense as a percentage of average earning assets was 1.49 percent for the first three months of 2005, an increase of 22.13 percent compared to 1.22 percent in the first quarter of 2004.

Interest income for the three months ended March 31, 2005 was $3,179,000 compared to $2,725,000 for the three months ended March 31, 2004, an increase of $454,000 or 16.66 percent. This was primarily attributable to an 18.14 percent growth in average loan balances, and partially due to higher yields on loans.

Interest expense for the three months ended March 31, 2005 was $717,000 compared to $532,000 for the three months ended March 31, 2004, an increase of $185,000 or 34.77 percent. The increase was primarily due to an increase in the average rate paid on interest-bearing liabilities, and an increase in the average balance of interest-bearing liabilities of $8,819,000.

Noninterest Income/Expense

Noninterest income in the first quarter of 2005 was $429,000 compared to $449,000 in the same quarter of 2004, a decrease of $20,000 or 4.45 percent. The decrease was primarily attributable to a reduction of $15,000 in gains on sales of securities.

Noninterest expense was $2,362,000 in the first quarter of 2005, compared to $2,157,000 in the same quarter of 2004, an increase of $206,000, or 9.50 percent. The increase was primarily due to an increase in salaries and benefits expense and occupancy and equipment costs, both largely resulting from branch network expansions. Other noninterest expense increased due to higher state and local taxes, and increased accounting and audit expense. 2004 noninterest expense included a write-down of $132,000 in the value of other real estate owned, which offset these other expenses.

Income tax expense

The Company recognized income tax expense of $147,000 during the first quarter of 2005, up from $139,000 in the same quarter of 2004, an increase of 5.76 percent or $8,000. The effective income tax rate has remained consistent, approximately 33 percent, for each period reported.

Provision and Allowance for Loan Losses

The provision for loan losses for the three months ended March 31, 2005 was $81,000 compared to $60,000 for the same period of 2004. This increase in the provision resulted largely from increased net loan loss experience.

- 12 -

At March 31, 2005, the allowance for loan losses was $1,848,000 compared to $1,887,000 at December 31, 2004. The ratio of the allowance to total loans outstanding was 1.18 percent at March 31, 2005 and at December 31, 2004.

Management evaluates the adequacy of the allowance for loan losses on a quarterly 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, current economic conditions, 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, 2005, there can be no assurance that such losses will not exceed estimated amounts.

While management is encouraged by improvements in the national and regional economy, local economic conditions 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.

FINANCIAL CONDITION

Loans

At March 31, 2005, loans totaled $156,495,000 compared to $159,656,000 at December 31, 2004, a decrease of $3,161,000 or 1.98 percent.

At March 31, 2005, the Bank had $74,800,000 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.

The following tables set out the composition of the types of loans, the allocation of the allowance for loan losses and the analysis of the allowance for loan losses as of March 31, 2005 and December 31, 2004:

Types of Loans

- 13 -

Allocation of the Allowance for Loan Losses

In the following table, the allowance for loan losses at March 31, 2005 and December 31, 2004 has been allocated among major loan categories based on a number of factors including quality, volume, current economic outlook and other business considerations.

This analysis of the allowance for loan losses should not be interpreted as an indication that chargeoffs will occur in these amounts or proportions, or that the allocation indicates future chargeoff trends. Furthermore, the portion allocated to each category is not the total amount available for future losses that might occur within each category.

Analysis of Allowance for Loan Losses

The following table summarizes transactions in the allowance for loan losses and details the chargeoffs, recoveries and net loan losses by loan category.

- 14 -

Investments

At March 31, 2005, investments totaled $34,602,000, a decrease of $568,000 or 1.62 percent from $35,170,000 at December 31, 2004. The decrease in investments was primarily due to maturities and principal payments on securities available-for-sale, as well as decrease in fair value.

Deposits

At March 31, 2005, total deposits were $174,831,000, compared to $173,801,000 at December 31, 2004. This represents a 0.59 percent increase from December 31, 2004. Non-interest bearing deposits totaled $48,412,000 at March 31, 2005 compared to $54,193,000 at December 31, 2004, a decrease of $5,781,000 or 10.67 percent. Interest bearing deposits totaled $126,419,000 at March 31, 2005, compared to $119,608,000 at December 31, 2004, an increase of $6,811,000 or 5.69 percent.

Borrowings

At March 31, 2005, the Bank’s Federal Home Loan Bank borrowings were $10,351,000 compared to $11,067,000 at December 31, 2004. This represents a 6.47 percent decrease from December 31, 2004 and is due to regular repayment of maturing and amortizing advances. Due to increased liquidity, these advances were not replaced.

Stockholders’ Equity and Capital Resources

Stockholders’ equity totaled $17,497,000 at March 31, 2005, an increase of $12,000 or 0.07 percent from December 31, 2004. Current earnings were $299,000 and dividends paid were $113,000 for the three months ended March 31, 2005. The change in unrealized losses on securities available-for-sale, net of deferred taxes, also reduced total stockholders’ equity by $195,000.

Book value per share was $11.70 at March 31, 2005 and December 31, 2004. Book value per share is calculated by dividing total equity by total shares outstanding.

The following tables display the capital ratios at March 31, 2005 and December 31, 2004 for the Company and the Bank. As the tables illustrate, the capital ratios exceed those required to be considered well-capitalized.

- 15 -

Contractual Obligations and Commitments

In the normal course of business, to meet the financing needs of its customers, the Company is a party to financial instruments with off-balance sheet risk. These financial instruments include commitments to extend credit, lines of credit and standby letters of credit. 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.

At March 31, 2005, the Company had commitments to extend credit and contingent liabilities under lines of credit, standby letters of credit and similar arrangements totaling $44,642,000. Since many lines of credit do not fully disburse, or expire without being drawn upon, the total amount does not necessarily reflect future cash requirements.

For additional information regarding off-balance sheet items, refer to Note 16 “Commitments and Contingencies” to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K as of December 31, 2004.

The following table summarizes the Company’s significant contractual obligations and commitments at March 31, 2005:

Purchase obligations are primarily contracts with vendors to provide services, such as information processing, and commitments related to the construction of a new office located in downtown Seattle. For discussion of Federal Home Loan Bank advances and junior subordinated debt, see Note 8, “Federal Funds

- 16 -

Purchased, Advances from Federal Home Loan Bank (“FHLB”) and Junior Subordinated Debt” to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K as of December 31, 2004.

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 liability 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. Approximately six 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 ended March 31, 2005 and 2004. See the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2004 for additional information.

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, 2004. The latest available analysis of the potential impact of rate on net interest income is indicated in the tables below.

Net interest income analysis as of March 31, 2005:

     Rate changes in basis points (bp) = 1/100 of 1%.

The table above indicates that the estimated effect of an immediate 100 basis point increase in interest rates would increase the Company’s net interest income by an estimated 3.10 percent or approximately $326,000. An immediate 100 basis point decrease in rates indicates a potential reduction of net interest income by 3.36 percent or approximately $353,000.

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.

- 17 -

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

ITEM 4. CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of March 31, 2005. 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.

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; challenges the Company may experience in retaining or replacing key executives or employees in an effective manner; 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 business combinations and the integration of acquired businesses which may be more difficult or expensive than expected, or slower than expected earning assets growth which could extend anticipated breakeven periods relating to such strategic expansion; 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.

- 18 -

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 conditions or results of operations of the Company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5. OTHER INFORMATION

The following items occurred or were effective during the reporting period covered under this Form 10-Q:

	5.1	Registrant’s wholly-owned subsidiary, EvergreenBank, entered into a Cost Sharing Agreement with PEMCO Mutual Insurance Company (“PMIC”) effective January 1, 2005. This agreement defines services that are provided to EvergreenBank by PMIC and provides for PMIC’s recovery of incurred expenses relating to those services. A copy of the Cost Sharing Agreement is included as an exhibit to this report.
	5.2	The Board of Directors of Registrant’s wholly-owned subsidiary, EvergreenBank, adopted resolutions to discontinue the Bank’s participation in the PEMCO Executive Deferred Compensation Plan and the PEMCO Directors’ Deferred Compensation Plan, effective January 1, 2005. Copies of each plan were included as exhibits to Registrant’s Form 10-K for the year ended December 31, 2001.

ITEM 6. EXHIBITS

(a) Exhibits

Exhibit 10.1 — Cost Sharing Agreement between EvergreenBank and PEMCO Mutual Insurance Company (effective January 1, 2005).

Exhibit 10.2 — Loan documentation for a $5 million credit facility Registrant entered into on January 12, 2005 with Key Bank National Association as previously reported on Form 8-K, filed January 18, 2005.

Exhibit 10.3 — Lease Agreement entered into on January 17, 2005 between Registrant and EOP-Northwest Properties, L.L.C. for commercial office space located at 1111 Third Avenue, Seattle, Washington as previously reported on Form 8-K, filed January 20, 2005.

- 19 -

Exhibit 31.1 — Certification of Chief Executive Officer Pursuant to Rule 13a-15(e)/15d-15(e)

Exhibit 31.2 — Certification of Chief Financial Officer Pursuant to Rule 13a-15(e)/15d-15(e)

Exhibit 32.1 — Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 32.2 — Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

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

Dated: May 11, 2005

EVERGREENBANCORP, INC.

- 20 -