SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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


Delaware
 (State or other jurisdiction of incorporation)

36-3114735
 (I.R.S. Employer Identification Number)


237 Glen Street
Glens Falls, New York  12801
(518) 792-1151
(Address of principal executive offices)

EVERGREEN BANCORP, INC.
1995 DIRECTORS STOCK OPTION PLAN
(Full title of the plan)


Paul A. Cardinal
Executive Vice President
Evergreen Bancorp, Inc.
237 Glen Street
Glens Falls, New York  12801
(Name and address of agent for service)

(518) 792-1151
(Telephone number, including area code, of agent for service)


<TABLE>

CALCULATION OF REGISTRATION FEE

<CAPTION>

Title of                                    Proposed Maximum   Proposed Maximum
Securities to be           Amount to be     Offering Price     Aggregate Offering   Amount of
Registered                 Registered       Per Share          Price                Registration Fee
<S>                        <C>              <C>                <C>                  <C>

Common Stock, par value    90,000           $23.50 <F2>        $2,115,000 <F3>      $641 <F3>
$3.33-1/3 per share        shares <F1>

<FN>
<F1> Represents the maximum number of shares as to which options may be
     granted under the Evergreen Bancorp, Inc. 1995 Directors Stock
     Option Plan.
<F2> Estimated solely for purposes of calculating the registration fee
     pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
     based upon the average of the high and low prices reported on the
     National Association of Securities Dealers, Inc. Automated Quotation
     System on April 9, 1998.
<F3> Calculated pursuant to Rule 457(h)(1) under the Securities Act of 1933.

</FN>
</TABLE>


PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Not required to be filed with the Securities and Exchange Commission (the
"Commission") pursuant to Note to Form S-8 adopted under the Securities Act of
1933, as amended (the "Securities Act").

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

This Registration Statement relates to shares of common stock, par value
$3.33-1/3 per share (the "Common Stock"), of Evergreen Bancorp, Inc. (the
"Company" or the "Registrant") issuable upon the exercise of options granted
from time to time pursuant to the Evergreen Bancorp, Inc. 1995 Directors Stock
Option Plan (the "Plan") to eligible outside directors of the Company or its
subsidiaries. Upon effectiveness of this Registration Statement, an aggregate
of up to 90,000 shares of Common Stock will be issuable upon the exercise of
options granted or the issuance of conditional shares pursuant to the Plan,
subject to adjustment in the case of stock dividends or changes in the Common
Stock.

ITEM 3. Incorporation Of Documents By Reference.

As required by the Commission, the Company hereby incorporates by reference
into this Registration Statement the following documents:

      (a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed with the Commission pursuant to the requirements of
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act");

      (b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by such
Annual Report and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities have been sold or
which deregisters all securities then remaining unsold; and

      (c) The description of the Company's Common Stock that is contained in
the registration statement filed by the Company to register such securities
under Section 12 of the Exchange Act, including any amendment or report filed
for the purpose of updating such description.

All other reports and other documents subsequently filed by the Company
pursuant to Section 13(a) and (c), 14 or 15(d) of the Exchange Act prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such reports or documents.

Any statement contained herein or in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any other subsequently filed document which is also or is deemed to be
incorporated by reference herein shall be so modified or superseded and,
except as so modified or superseded, shall not be deemed to constitute a part
of this Registration Statement.

ITEM 4. Description Of Securities.

The class of securities offered is registered under Section 12 of the Exchange
Act.

ITEM 5. Interests Of Named Experts And Counsel.

Certain legal matters in connection with this Registration Statement are being
passed upon by Paul A. Cardinal, Esq., 237 Glen Street, Glens Falls, New York
12801. Mr. Cardinal, Executive Vice President of the Company, owns 3,904
shares of the Company's Common Stock and has options to acquire an additional
24,000 shares of Common Stock.

ITEM 6. Indemnification Of Directors And Officers.

      Section 145 of the Delaware Corporation Law (the "DCL") provides for
indemnification of officers and directors in terms sufficiently broad to
indemnify the officers and directors of the Company under certain
circumstances from liabilities (including reimbursement of expenses incurred)
arising under the Securities Act of 1933, as amended (the "Act"). Section
102(b)(7) of the DCL permits a corporation to provide in its certificate of
incorporation that a director of the corporation shall not be liable in their
fiduciary capacity as a director, except for liability (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or which intentional misconduct or a
knowing violation of law, (iii) in respect of certain unlawful dividend
payments or stock redemptions or repurchases, or (iv) for any transaction from
which the director derived an improper personal benefit. As permitted by the
DCL, the Company's Certificate of Incorporation, as amended (the "Charter"),
provides that, to the fullest extent permitted by the DCL or decisional law,
no director shall be personally liable to the Company or to its stockholders
for monetary damages for breach of his fiduciary duty as a director. The
effect of this provision in the Charter is to eliminate the rights of the
Company and its stockholders (through stockholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of
fiduciary duty, except in the situations described in clauses (i) through
(iv), inclusive, above. These provisions will not alter the liability of
directors under federal securities laws. The Company's By-Laws, as amended and
restated (the "By-Laws"), provide that the Company shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, sit or proceeding, whether civil or criminal,
administrative or investigative by reason of the fact that he is or was a
director, officer, employee or agent of the Company or is or was serving at
the request of the Company as a director, officer, employee or agent of any
other corporation or enterprise (including an employee benefit plan), against
all expenses, liabilities and losses (including attorneys' fees, judgments,
fines, ERISA excise taxes and penalties, and amounts paid or to be paid in
settlement, and any interest, assessments, or other charges imposed thereof,
and any taxes imposed on such person as a result of such payments) reasonably
incurred or suffered by such person in connection with investigating,
defending, being a witness in, or participating in (including an appeal), or
preparing for any of the foregoing in any such action, suit or proceeding, to
the fullest extent authorized by the DCL, provided that the Company shall
indemnify such person in connection , suit or proceeding initiated by such
person only if authorized by the Board of Directors of the Company or brought
to enforce certain indemnification rights. The By-Laws also provide that
expenses incurred by an officer or director of the Company, provided that if
required by the DCL such expenses shall be advanced only upon delivery to the
Company of an undertaking by or on behalf of such officer or director to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Company. Expenses incurred by other agents of the Company
may be advance upon such terms and conditions as the Board of Directors of the
Company deems appropriate. Any obligation to reimburse the Company for
expenses advanced under such provisions shall be unsecured and no interest
shall be charged thereon.

      The By-Laws also provide that indemnification provided for in the
By-Laws shall not be deemed to be exclusive of any other rights to which the
indemnified party may be entitled; that any right of indemnification or
protection provided under the By-Laws shall not be adversely affected by any
amendment, repeal or modification of the By-Laws; and that the Company may
purchase and maintain insurance to protect itself and any such person against
any such expenses, liabilities or losses under the DCL or the ByLaws. In
addition to the above, the Company currently provides indemnity insurance
pursuant to which officers and directors are indemnified or insured against
liabilities or losses under certain circumstances, which may include liability
or related loss under the Securities Act and the Exchange Act.

ITEM 7. Exemption From Registration Claimed.

        Not applicable.

ITEM 8. Exhibits.

        The following exhibits are filed as a part of this Registration
        Statement:

        3.1    Certificate of Incorporation and amendments thereto
               (incorporated herein by reference to Exhibit 3(a) to the
               Registrant's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1997) (File No. 0-10275).

        3.2    Amended and Restated By-Laws (incorporated herein by reference
               to Exhibit 3(b) to the Registrant's Annual Report on Form 10-K
               for the fiscal year ended December 31, 1995) (File No.
               0-10275).

        3.3    Amendment No. 1 to Amended and Restated By-Laws (incorporated
               herein by reference to Exhibit 3(c) to the Registrant's Annual
               Report on Form 10-K for the fiscal year ended December 31,
               1997) (File No. 0-10275).

        4.1    Evergreen Bancorp, Inc. 1995 Directors Stock Option Plan.

        4.2    Amendment No. 1 to Evergreen Bancorp, Inc. 1995 Directors
               Stock Option Plan.

        5.1    Opinion of Paul A. Cardinal, Esq. regarding legality of
               securities being registered.

        23.1   Consent of KPMG Peat Marwick LLP, Independent Public
               Accountants.

        23.2   Consent of Paul A. Cardinal, Esq. - contained in the
               opinion filed as Exhibit 5.1.

        24.1   Power of Attorney - see signature page.

ITEM 9. Undertakings.

      (1) The undersigned Registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement: (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth
in the Registration Statement to the extent that such information required to
be included by clauses (i) or (ii) is not contained in periodic reports filed
by the Company pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference into this Registration Statement;
and (iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; provided,
however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the
information required to be included by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this
registration statement.

      (b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

      (c) To remove from registration by means of post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.

      (2) The undersigned Registrant hereby undertakes that, for the purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

      (3) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will governed by the final adjudication of such issue.


[Balance of this page is intentionally left blank]



SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the State of New York on April 15, 1998.

EVERGREEN BANCORP, INC.
By:
      George W. Dougan,
      Chairman of the Board, President
      and Chief Executive Officer


POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints George W. Dougan and Paul A.
Cardinal, and each of them acting individually, as his attorney-in-fact, each
with full power of substitution, for him in any and all capacities, to sign
any and all amendments and post-effective amendments to this Registration
Statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, and is
hereby ratifying and confirming our signatures as they may be signed by our
said attorney to any and all amendments and post-effective amendments to said
Registration Statement.

      Pursuant to the requirements of the Securities act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

Signature               Title                                  Date
<S>                     <C>                                    <C>

                        Chairman of the Board,                 April 15, 1998
                        President, Chief Executive
                        Officer and Director
George W. Dougan        (Principal Executive Officer)

                        Executive Vice President -             April 15, 1998
                        Finance and Chief Financial Officer
George L. Fredette      (Principal Financial and
                        Accounting Officer)

John W. Bishop          Director                               April 15, 1998

Carl R. DeSantis, Sr.   Director                               April 15, 1998

Robert F. Flacke        Director                               April 15, 1998

Michael D. Ginsburg     Director                               April 15, 1998

Joan M. Mannix          Director                               April 15, 1998

Anthony J. Mashuta      Director                               April 15, 1998

Phillip H. Morse        Director                               April 15, 1998

William E. Philion      Director                               April 15, 1998

Alan R. Rhodes          Director                               April 15, 1998

Floyd H. Rourke         Director                               April 15, 1998

Paul W. Tomlinson       Director                               April 15, 1998

Walter Urda             Director                               April 15, 1998

</TABLE>


<TABLE>
<CAPTION>

INDEX TO EXHIBITS

Exhibit                                                                                   Page
<S>             <C>                                                                       <C>

3.1             Certificate of Incorporation and amendments thereto (incorporated
                herein by reference to Exhibit 3(a) to the Registrant's Annual Report
                on Form 10-K for the fiscal year ended December 31, 1997) (File
                No. 0-10275).

3.2             Amended and Restated By-Laws (incorporated herein by reference to 
                Exhibit 3(b) to the Registrant's Annual Report on Form 10-K for the
                fiscal year ended December 31, 1995) (File No. 0-10275).

3.3             Amendment No. 1 to Amended and Restated By-Laws (incorporated herein 
                by reference to Exhibit 3(c) to the Registrant's Annual Report on 
                Form 10-K for the fiscal year ended December 31, 1997) 
                (File No. 0-10275).

4.1             Evergreen Bancorp, Inc. 1995 Directors Stock Option Plan.

4.2             Amendment No. 1 to Evergreen Bancorp, Inc. 1995 Directors Stock 
                Option Plan.

5.1             Opinion of Paul A. Cardinal, Esq. regarding legality of
                securities being registered.

23.1            Consent of KPMG Peat Marwick LLP, Independent Public Accountants.

23.2            Consent of Paul A. Cardinal, Esq. - contained in the
                opinion filed as Exhibit 5.1.

24.1            Power of Attorney - see signature page.

</TABLE>


[Logo]

Evergreen Bancorp, Inc.
1995 Directors Stock Option Plan

I. PURPOSE

The purpose of the Evergreen Bancorp, Inc. (henceforth the "Bank") 1995
Directors Stock Option Plan (henceforth the "Plan") is to advance the
interests of the Bank and its shareholders by aiding the Bank in attracting,
retaining and motivating high quality directors for the Bank.

II.  DEFINITIONS

     A.  "Affiliate" means:

         1. A member of a controlled group of corporations of which the Bank is 
            a member or;

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

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

     B.  "Award" means the grant of a Stock Option under the Plan.

     C.  "Board" means the Board of Directors of the Bank.

     D.  "Change in Control" means, for the purposes of the Plan, an event of
         the nature that:

         1. Would be required to be reported in response to Item 1(a) of the
            current report on Form 8-K, as in effect on the date hereof, 
            pursuant to Section 13 or 15(d) of the Securities Exchange Act of 
            1934 (henceforth the "Exchange Act"); or,

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

         3. Without limitation such a Change in Control shall be deemed to
            have occurred at such time as:

            a. Any "person" (as the term is used in Section 13(d) and 14(d) of
               the Exchange Act), or group of persons acting in concert, is or 
               becomes the "beneficial owner" (as defined in Rule 13d-3 under 
               the Exchange Act) directly or indirectly, of any class of equity
               securities of the Bank representing 25% or more of a class of 
               equity securities except for any securities purchased by
               the by the Bank's employee stock ownership plan and trust; or,

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

            c. A plan of reorganization, merger, consolidation, sale of all or
               substantially all the assets of the Bank or similar transaction 
               occurs in which the Bank is not the resulting entity; or,

            d. A plan of reorganization, merger, consolidation, sale of all or
               substantially all of the assets of the Bank is adopted by the 
               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 would be exchanged for or
               converted into cash or property, securities not issued by the 
               Bank or any combination thereof; or,

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

     E.  "Code" means the Internal Revenue Code of 1986, as amended.

     F.  "Common Stock" means the $3.33 -1/3 par value common stock of the
         Bank.

     G.  "Date of Grant" means the date an Award is made to a Participant.

     H.  "Disability" means any physical or mental condition which may
         reasonably be expected to be permanent and which renders the Member
         incapable of continuing as an employee for his customary Hours of 
         Employment, provided, however, that such disability originated while 
         the Member was in the active service of the Employer and (1) did not 
         arise while engaged in or as a result of having engaged in an illegal 
         or criminal act or an act contrary to the best interests of the 
         Employer or (2) did not result from habitual drunkenness or
         addiction to narcotics or a self-inflicted injury while sane or insane
         or (3) did not result from voluntary or involuntary service in the 
         Armed Forces of the United States, any of its allies or any other 
         foreign country which prevents a return to employment with the 
         Employer, and for which the Employee receives a military pension. 
         To aid the Committee in determining whether such disability exists, 
         the Committee may require, as a condition precedent to the receipt of 
         any benefits hereunder, that the Employee submit to examinations by
         one or more duly licensed and practicing physicians selected by the 
         Committee.

     I.  "Fair Market Value" means the closing price of the Common Stock of the
         Bank on the date such Common Stock is to be valued.

     J.  "Normal Retirement" means a Participant termination from Board service
         after the Participant's 70th birthday.

     K.  "Participant" means a non-employee Director of the Bank.

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

     M.  "Stock Option" shall mean a right granted to a Participant to purchase
         Common Stock of the Bank at a specified price (the "Strike Price") 
         for a specified period. All Stock Options granted under this Plan are
         Non-Qualified Stock Options which are not intended to comply with 
         Section 422 of the Internal Revenue Code of 1986 as amended.

     N.  "Termination for Cause" means the termination upon an intentional
         failure to perform stated duties or breach of a fiduciary duty 
         involving personal dishonesty, or willful violation of any law, rule 
         or regulation or order of a court or governmental agency (other than
         traffic violations or similar offenses).

III. ADMINISTRATION

     A.  The Plan shall be administered by the Executive Vice President and 
         Chief Administrative Officer (henceforth the
         "Administrator").

     B.  Subject to the express provisions and limitations of the Plan as
         stated herein, the Administrator may adopt such procedures as he/she 
         deems appropriate for the proper administration of the Plan and make
         whatever determinations and interpretations he/she deems to be 
         necessary or advisable in connection with such administration.

     C.  The Administrator may take no action which would reduce or eliminate
         any previously vested benefit of any Participant under this Plan 
         without the written consent of the Participant.

IV. PARTICIPATION

     A.  Each Plan Year, each Participant shall receive a grant of 200 Stock
         Options, effective immediately following the Annual Shareholders' 
         meeting, to those directors then in office, and pro-rated if a 
         director is elected other than at the Annual Shareholders' meeting.

V. STOCK OPTIONS

     A.  All Stock Options granted under this Plan shall be Non-Qualified Stock
         Options.

     B.  The strike price for Stock Options shall be equal to the Fair Market
         Value of the Common Stock on the Date of Grant.

     C.  All Stock Options shall be exercisable for 10 years following the Date
         of Grant, except as otherwise provided in this Section V.

     D.  Subject to paragraph V.G. below, all Stock Options shall become fully
         exercisable on the first anniversary of the Date of Grant.

     E.  Stock Options may be exercised, by tendering cash, a certified check,
         Common Stock then owned by the participant or any combination thereof, 
         to the office of the Secretary of the Bank, provided that any shares 
         of Common Stock tendered which were acquired through a previous Stock 
         Option exercise were held by the Participant for at least six months 
         from the date the Award pursuant to which they were acquired was 
         granted.

     F.  Stock Options shall be exercisable for their remaining term following
         death or Disability or Normal Retirement. If a Participant ceases to
         be a Director of the Bank for any other reason, other than Cause, 
         Stock Options shall be exercisable for three years following the
         Director's end of service on the Board. If the Director is removed for 
         Cause, all Stock Options shall be immediately canceled. Not 
         withstanding the foregoing, Stock Options shall in no event be 
         exercisable for more than ten years following the Date of Grant.

     G.  All Stock Options shall become immediately vested and exercisable in
         the event of a Change in Control of the Bank.

VI. DESIGNATION OF BENEFICIARY

      A Participant may designate a person or persons to receive or exercise,
in the event of the Participant's death, an Award to which the Participant
would have been entitled. Such designation will be made upon forms supplied by
and delivered to the Bank and may be revoked in writing. If a Participant
fails to effectively designate a beneficiary, then the Participant's estate,
or legal representative, will be deemed to be the beneficiary.

VII. MISCELLANEOUS PROVISIONS

     A.  Amendment - The Board of Directors may at any time, and from time to
         time, modify or amend the Plan, provided, however, the Plan may not 
         be amended more than once during any six-month period to comply with 
         Section 16 requirements.

     B.  Termination - The Board may at any time terminate the Plan, provided
         that such termination shall not adversely affect the rights of a 
         Participant relating to any previously granted Award without such 
         participant's consent.

     C.  Applicable Law - The Plan will be administered in accordance with the
         laws of the State of New York to the extent not governed by relevant
         provisions of federal law.

     D.  Shares Authorized - The Bank shall be authorized to make Awards of
         Stock Options to Purchase up to 30,000 Shares of Common Stock.

     E.  Recapitalization - In the event of a recapitalization in the form of
         stock dividend, split, distribution, subdivision or combination of
         Common Stock of the Company, resulting in a change in the number of 
         shares of Common Stock outstanding, the Committee shall make the 
         appropriate adjustment in the number and exercise price of shares 
         subject to the Plan, Options and Conditional Shares outstanding.

VIII. EFFECTIVE DATE OF THE PLAN

      The Plan shall become effective upon the date on which it is approved by
a majority vote of the shareholders of record of the Bank at the 1995 annual
meeting. The Plan shall terminate on the tenth anniversary of said approval,
or such earlier date as determined by the Board.

Effective Date:  April 20, 1995


                               AMENDMENT NO. 1
                                    TO
                               1995 DIRECTORS
                              STOCK OPTION PLAN

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

*  *  *  *  *

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


EVERGREEN BANCORP, INC.

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


April 15, 1998

Evergreen Bancorp, Inc.
237 Glen Street
Glens Falls, New York 12801

Ladies and Gentlemen:

      I have acted as counsel to Evergreen Bancorp, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, with respect to up to 90,000 shares (the
"Shares") of Common Stock, par value $3.33-1/3 per share, of the Company
reserved for issuance under the Company's Directors Stock Option Plan (the
"Plan").

      It is my opinion that the Shares have been duly authorized and, when
issued pursuant to the Plan upon the exercise of stock options in the manner
contemplated by the Plan against receipt of the exercise price therefor
(assuming that the exercise price of the stock options underlying such Shares
will not be less than the par value of such Shares), will be validly issued,
fully paid and nonassessable.

      This opinion is limited to federal law, the laws of the State of New
York and the corporation laws of the State of Delaware. I have assumed that
there will be no changes in applicable law between the date of this opinion
and the issuance of the Shares upon the exercise of the stock options granted
pursuant to the Plan.

      I hereby consent to the use of my name under the caption "Legal Matters"
and the filing of this opinion with the Commission as an exhibit to the
Registration Statement.

                                                Very truly yours,
                                                /s/ Paul A. Cardinal
                                                Paul A. Cardinal


CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors
Evergreen Bancorp, Inc.

      We consent to the incorporation by reference in the Registration
Statement on Form S-8 of Evergreen Bancorp, Inc. of our report, dated January
23, 1998, relating to the consolidated statements of condition of Evergreen
Bancorp, Inc. and subsidiaries as of December 31, 1997 and 1996, and the
related consolidated statements of income, changes in stockholders' equity and
cash flows for each of the years in the three-year period ended December 31,
1997, which report appears in the December 31, 1997 Annual Report on Form 10-K
of Evergreen Bancorp, Inc.

/s/ KPMG PEAT MARWICK LLP

Albany, New York
April 15, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

Delaware
 (State or other jurisdiction of incorporation)

36-3114735
 (I.R.S. Employer Identification Number)

237 Glen Street
Glens Falls, New York  12801
(518) 792-1151
(Address of principal executive offices)

EVERGREEN BANCORP, INC.
1995 DIRECTORS STOCK OPTION PLAN
(Full title of the plan)

Paul A. Cardinal
Executive Vice President
Evergreen Bancorp, Inc.
237 Glen Street
Glens Falls, New York  12801
(Name and address of agent for service)

(518) 792-1151
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE
Title of                                    Proposed Maximum   Proposed Maximum
Securities to be           Amount to be     Offering Price     Aggregate Offering   Amount of
Registered                 Registered       Per Share          Price                Registration Fee
Common Stock, par value    90,000           $23.50
$2,115,000
$641
$3.33-1/3 per share        shares
Represents the maximum number of shares as to which options may be
     granted under the Evergreen Bancorp, Inc. 1995 Directors Stock
     Option Plan.
Estimated solely for purposes of calculating the registration fee
     pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
     based upon the average of the high and low prices reported on the
     National Association of Securities Dealers, Inc. Automated Quotation
     System on April 9, 1998.
Calculated pursuant to Rule 457(h)(1) under the Securities Act of 1933.
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Not required to be filed with the Securities and Exchange Commission (the
"Commission") pursuant to Note to Form S-8 adopted under the Securities Act of
1933, as amended (the "Securities Act").

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

This Registration Statement relates to shares of common stock, par value
$3.33-1/3 per share (the "Common Stock"), of Evergreen Bancorp, Inc. (the
"Company" or the "Registrant") issuable upon the exercise of options granted
from time to time pursuant to the Evergreen Bancorp, Inc. 1995 Directors Stock
Option Plan (the "Plan") to eligible outside directors of the Company or its
subsidiaries. Upon effectiveness of this Registration Statement, an aggregate
of up to 90,000 shares of Common Stock will be issuable upon the exercise of
options granted or the issuance of conditional shares pursuant to the Plan,
subject to adjustment in the case of stock dividends or changes in the Common
Stock.

ITEM 3. Incorporation Of Documents By Reference.

As required by the Commission, the Company hereby incorporates by reference
into this Registration Statement the following documents:

      (a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed with the Commission pursuant to the requirements of
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act");

      (b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by such
Annual Report and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities have been sold or
which deregisters all securities then remaining unsold; and

      (c) The description of the Company's Common Stock that is contained in
the registration statement filed by the Company to register such securities
under Section 12 of the Exchange Act, including any amendment or report filed
for the purpose of updating such description.

All other reports and other documents subsequently filed by the Company
pursuant to Section 13(a) and (c), 14 or 15(d) of the Exchange Act prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such reports or documents.

Any statement contained herein or in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any other subsequently filed document which is also or is deemed to be
incorporated by reference herein shall be so modified or superseded and,
except as so modified or superseded, shall not be deemed to constitute a part
of this Registration Statement.

ITEM 4. Description Of Securities.

The class of securities offered is registered under Section 12 of the Exchange
Act.

ITEM 5. Interests Of Named Experts And Counsel.

Certain legal matters in connection with this Registration Statement are being
passed upon by Paul A. Cardinal, Esq., 237 Glen Street, Glens Falls, New York
12801. Mr. Cardinal, Executive Vice President of the Company, owns 3,904
shares of the Company's Common Stock and has options to acquire an additional
24,000 shares of Common Stock.

ITEM 6. Indemnification Of Directors And Officers.

      Section 145 of the Delaware Corporation Law (the "DCL") provides for
indemnification of officers and directors in terms sufficiently broad to
indemnify the officers and directors of the Company under certain
circumstances from liabilities (including reimbursement of expenses incurred)
arising under the Securities Act of 1933, as amended (the "Act"). Section
102(b)(7) of the DCL permits a corporation to provide in its certificate of
incorporation that a director of the corporation shall not be liable in their
fiduciary capacity as a director, except for liability (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or which intentional misconduct or a
knowing violation of law, (iii) in respect of certain unlawful dividend
payments or stock redemptions or repurchases, or (iv) for any transaction from
which the director derived an improper personal benefit. As permitted by the
DCL, the Company's Certificate of Incorporation, as amended (the "Charter"),
provides that, to the fullest extent permitted by the DCL or decisional law,
no director shall be personally liable to the Company or to its stockholders
for monetary damages for breach of his fiduciary duty as a director. The
effect of this provision in the Charter is to eliminate the rights of the
Company and its stockholders (through stockholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of
fiduciary duty, except in the situations described in clauses (i) through
(iv), inclusive, above. These provisions will not alter the liability of
directors under federal securities laws. The Company's By-Laws, as amended and
restated (the "By-Laws"), provide that the Company shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, sit or proceeding, whether civil or criminal,
administrative or investigative by reason of the fact that he is or was a
director, officer, employee or agent of the Company or is or was serving at
the request of the Company as a director, officer, employee or agent of any
other corporation or enterprise (including an employee benefit plan), against
all expenses, liabilities and losses (including attorneys' fees, judgments,
fines, ERISA excise taxes and penalties, and amounts paid or to be paid in
settlement, and any interest, assessments, or other charges imposed thereof,
and any taxes imposed on such person as a result of such payments) reasonably
incurred or suffered by such person in connection with investigating,
defending, being a witness in, or participating in (including an appeal), or
preparing for any of the foregoing in any such action, suit or proceeding, to
the fullest extent authorized by the DCL, provided that the Company shall
indemnify such person in connection , suit or proceeding initiated by such
person only if authorized by the Board of Directors of the Company or brought
to enforce certain indemnification rights. The By-Laws also provide that
expenses incurred by an officer or director of the Company, provided that if
required by the DCL such expenses shall be advanced only upon delivery to the
Company of an undertaking by or on behalf of such officer or director to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Company. Expenses incurred by other agents of the Company
may be advance upon such terms and conditions as the Board of Directors of the
Company deems appropriate. Any obligation to reimburse the Company for
expenses advanced under such provisions shall be unsecured and no interest
shall be charged thereon.

      The By-Laws also provide that indemnification provided for in the
By-Laws shall not be deemed to be exclusive of any other rights to which the
indemnified party may be entitled; that any right of indemnification or
protection provided under the By-Laws shall not be adversely affected by any
amendment, repeal or modification of the By-Laws; and that the Company may
purchase and maintain insurance to protect itself and any such person against
any such expenses, liabilities or losses under the DCL or the ByLaws. In
addition to the above, the Company currently provides indemnity insurance
pursuant to which officers and directors are indemnified or insured against
liabilities or losses under certain circumstances, which may include liability
or related loss under the Securities Act and the Exchange Act.

ITEM 7. Exemption From Registration Claimed.

        Not applicable.

ITEM 8. Exhibits.

        The following exhibits are filed as a part of this Registration
        Statement:

        3.1    Certificate of Incorporation and amendments thereto
               (incorporated herein by reference to Exhibit 3(a) to the
               Registrant's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1997) (File No. 0-10275).

        3.2    Amended and Restated By-Laws (incorporated herein by reference
               to Exhibit 3(b) to the Registrant's Annual Report on Form 10-K
               for the fiscal year ended December 31, 1995) (File No.
               0-10275).

        3.3    Amendment No. 1 to Amended and Restated By-Laws (incorporated
               herein by reference to Exhibit 3(c) to the Registrant's Annual
               Report on Form 10-K for the fiscal year ended December 31,
               1997) (File No. 0-10275).

        4.1    Evergreen Bancorp, Inc. 1995 Directors Stock Option Plan.

        4.2    Amendment No. 1 to Evergreen Bancorp, Inc. 1995 Directors
               Stock Option Plan.

        5.1    Opinion of Paul A. Cardinal, Esq. regarding legality of
               securities being registered.

        23.1   Consent of KPMG Peat Marwick LLP, Independent Public
               Accountants.

        23.2   Consent of Paul A. Cardinal, Esq. - contained in the
               opinion filed as Exhibit 5.1.

        24.1   Power of Attorney - see signature page.

ITEM 9. Undertakings.

      (1) The undersigned Registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement: (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth
in the Registration Statement to the extent that such information required to
be included by clauses (i) or (ii) is not contained in periodic reports filed
by the Company pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference into this Registration Statement;
and (iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; provided,
however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the
information required to be included by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this
registration statement.

      (b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

      (c) To remove from registration by means of post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.

      (2) The undersigned Registrant hereby undertakes that, for the purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

      (3) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will governed by the final adjudication of such issue.

[Balance of this page is intentionally left blank]

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the State of New York on April 15, 1998.

EVERGREEN BANCORP, INC.
By:
      George W. Dougan,
      Chairman of the Board, President
      and Chief Executive Officer

POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints George W. Dougan and Paul A.
Cardinal, and each of them acting individually, as his attorney-in-fact, each
with full power of substitution, for him in any and all capacities, to sign
any and all amendments and post-effective amendments to this Registration
Statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, and is
hereby ratifying and confirming our signatures as they may be signed by our
said attorney to any and all amendments and post-effective amendments to said
Registration Statement.

      Pursuant to the requirements of the Securities act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature               Title                                  Date
Chairman of the Board,                 April 15, 1998
                        President, Chief Executive
                        Officer and Director
George W. Dougan        (Principal Executive Officer)

                        Executive Vice President -             April 15, 1998
                        Finance and Chief Financial Officer
George L. Fredette      (Principal Financial and
                        Accounting Officer)

John W. Bishop          Director                               April 15, 1998

Carl R. DeSantis, Sr.   Director                               April 15, 1998

Robert F. Flacke        Director                               April 15, 1998

Michael D. Ginsburg     Director                               April 15, 1998

Joan M. Mannix          Director                               April 15, 1998

Anthony J. Mashuta      Director                               April 15, 1998

Phillip H. Morse        Director                               April 15, 1998

William E. Philion      Director                               April 15, 1998

Alan R. Rhodes          Director                               April 15, 1998

Floyd H. Rourke         Director                               April 15, 1998

Paul W. Tomlinson       Director                               April 15, 1998

Walter Urda             Director                               April 15, 1998
INDEX TO EXHIBITS

Exhibit                                                                                   Page
3.1             Certificate of Incorporation and amendments thereto (incorporated
                herein by reference to Exhibit 3(a) to the Registrant's Annual Report
                on Form 10-K for the fiscal year ended December 31, 1997) (File
                No. 0-10275).

3.2             Amended and Restated By-Laws (incorporated herein by reference to 
                Exhibit 3(b) to the Registrant's Annual Report on Form 10-K for the
                fiscal year ended December 31, 1995) (File No. 0-10275).

3.3             Amendment No. 1 to Amended and Restated By-Laws (incorporated herein 
                by reference to Exhibit 3(c) to the Registrant's Annual Report on 
                Form 10-K for the fiscal year ended December 31, 1997) 
                (File No. 0-10275).

4.1             Evergreen Bancorp, Inc. 1995 Directors Stock Option Plan.

4.2             Amendment No. 1 to Evergreen Bancorp, Inc. 1995 Directors Stock 
                Option Plan.

5.1             Opinion of Paul A. Cardinal, Esq. regarding legality of
                securities being registered.

23.1            Consent of KPMG Peat Marwick LLP, Independent Public Accountants.

23.2            Consent of Paul A. Cardinal, Esq. - contained in the
                opinion filed as Exhibit 5.1.

24.1            Power of Attorney - see signature page.
[Logo]

Evergreen Bancorp, Inc.
1995 Directors Stock Option Plan

I. PURPOSE

The purpose of the Evergreen Bancorp, Inc. (henceforth the "Bank") 1995
Directors Stock Option Plan (henceforth the "Plan") is to advance the
interests of the Bank and its shareholders by aiding the Bank in attracting,
retaining and motivating high quality directors for the Bank.

II.  DEFINITIONS

     A.  "Affiliate" means:

         1. A member of a controlled group of corporations of which the Bank is 
            a member or;

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

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

     B.  "Award" means the grant of a Stock Option under the Plan.

     C.  "Board" means the Board of Directors of the Bank.

     D.  "Change in Control" means, for the purposes of the Plan, an event of
         the nature that:

         1. Would be required to be reported in response to Item 1(a) of the
            current report on Form 8-K, as in effect on the date hereof, 
            pursuant to Section 13 or 15(d) of the Securities Exchange Act of 
            1934 (henceforth the "Exchange Act"); or,

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

         3. Without limitation such a Change in Control shall be deemed to
            have occurred at such time as:

            a. Any "person" (as the term is used in Section 13(d) and 14(d) of
               the Exchange Act), or group of persons acting in concert, is or 
               becomes the "beneficial owner" (as defined in Rule 13d-3 under 
               the Exchange Act) directly or indirectly, of any class of equity
               securities of the Bank representing 25% or more of a class of 
               equity securities except for any securities purchased by
               the by the Bank's employee stock ownership plan and trust; or,

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

            c. A plan of reorganization, merger, consolidation, sale of all or
               substantially all the assets of the Bank or similar transaction 
               occurs in which the Bank is not the resulting entity; or,

            d. A plan of reorganization, merger, consolidation, sale of all or
               substantially all of the assets of the Bank is adopted by the 
               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 would be exchanged for or
               converted into cash or property, securities not issued by the 
               Bank or any combination thereof; or,

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

     E.  "Code" means the Internal Revenue Code of 1986, as amended.

     F.  "Common Stock" means the $3.33 -1/3 par value common stock of the
         Bank.

     G.  "Date of Grant" means the date an Award is made to a Participant.

     H.  "Disability" means any physical or mental condition which may
         reasonably be expected to be permanent and which renders the Member
         incapable of continuing as an employee for his customary Hours of 
         Employment, provided, however, that such disability originated while 
         the Member was in the active service of the Employer and (1) did not 
         arise while engaged in or as a result of having engaged in an illegal 
         or criminal act or an act contrary to the best interests of the 
         Employer or (2) did not result from habitual drunkenness or
         addiction to narcotics or a self-inflicted injury while sane or insane
         or (3) did not result from voluntary or involuntary service in the 
         Armed Forces of the United States, any of its allies or any other 
         foreign country which prevents a return to employment with the 
         Employer, and for which the Employee receives a military pension. 
         To aid the Committee in determining whether such disability exists, 
         the Committee may require, as a condition precedent to the receipt of 
         any benefits hereunder, that the Employee submit to examinations by
         one or more duly licensed and practicing physicians selected by the 
         Committee.

     I.  "Fair Market Value" means the closing price of the Common Stock of the
         Bank on the date such Common Stock is to be valued.

     J.  "Normal Retirement" means a Participant termination from Board service
         after the Participant's 70th birthday.

     K.  "Participant" means a non-employee Director of the Bank.

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

     M.  "Stock Option" shall mean a right granted to a Participant to purchase
         Common Stock of the Bank at a specified price (the "Strike Price") 
         for a specified period. All Stock Options granted under this Plan are
         Non-Qualified Stock Options which are not intended to comply with 
         Section 422 of the Internal Revenue Code of 1986 as amended.

     N.  "Termination for Cause" means the termination upon an intentional
         failure to perform stated duties or breach of a fiduciary duty 
         involving personal dishonesty, or willful violation of any law, rule 
         or regulation or order of a court or governmental agency (other than
         traffic violations or similar offenses).

III. ADMINISTRATION

     A.  The Plan shall be administered by the Executive Vice President and 
         Chief Administrative Officer (henceforth the
         "Administrator").

     B.  Subject to the express provisions and limitations of the Plan as
         stated herein, the Administrator may adopt such procedures as he/she 
         deems appropriate for the proper administration of the Plan and make
         whatever determinations and interpretations he/she deems to be 
         necessary or advisable in connection with such administration.

     C.  The Administrator may take no action which would reduce or eliminate
         any previously vested benefit of any Participant under this Plan 
         without the written consent of the Participant.

IV. PARTICIPATION

     A.  Each Plan Year, each Participant shall receive a grant of 200 Stock
         Options, effective immediately following the Annual Shareholders' 
         meeting, to those directors then in office, and pro-rated if a 
         director is elected other than at the Annual Shareholders' meeting.

V. STOCK OPTIONS

     A.  All Stock Options granted under this Plan shall be Non-Qualified Stock
         Options.

     B.  The strike price for Stock Options shall be equal to the Fair Market
         Value of the Common Stock on the Date of Grant.

     C.  All Stock Options shall be exercisable for 10 years following the Date
         of Grant, except as otherwise provided in this Section V.

     D.  Subject to paragraph V.G. below, all Stock Options shall become fully
         exercisable on the first anniversary of the Date of Grant.

     E.  Stock Options may be exercised, by tendering cash, a certified check,
         Common Stock then owned by the participant or any combination thereof, 
         to the office of the Secretary of the Bank, provided that any shares 
         of Common Stock tendered which were acquired through a previous Stock 
         Option exercise were held by the Participant for at least six months 
         from the date the Award pursuant to which they were acquired was 
         granted.

     F.  Stock Options shall be exercisable for their remaining term following
         death or Disability or Normal Retirement. If a Participant ceases to
         be a Director of the Bank for any other reason, other than Cause, 
         Stock Options shall be exercisable for three years following the
         Director's end of service on the Board. If the Director is removed for 
         Cause, all Stock Options shall be immediately canceled. Not 
         withstanding the foregoing, Stock Options shall in no event be 
         exercisable for more than ten years following the Date of Grant.

     G.  All Stock Options shall become immediately vested and exercisable in
         the event of a Change in Control of the Bank.

VI. DESIGNATION OF BENEFICIARY

      A Participant may designate a person or persons to receive or exercise,
in the event of the Participant's death, an Award to which the Participant
would have been entitled. Such designation will be made upon forms supplied by
and delivered to the Bank and may be revoked in writing. If a Participant
fails to effectively designate a beneficiary, then the Participant's estate,
or legal representative, will be deemed to be the beneficiary.

VII. MISCELLANEOUS PROVISIONS

     A.  Amendment - The Board of Directors may at any time, and from time to
         time, modify or amend the Plan, provided, however, the Plan may not 
         be amended more than once during any six-month period to comply with 
         Section 16 requirements.

     B.  Termination - The Board may at any time terminate the Plan, provided
         that such termination shall not adversely affect the rights of a 
         Participant relating to any previously granted Award without such 
         participant's consent.

     C.  Applicable Law - The Plan will be administered in accordance with the
         laws of the State of New York to the extent not governed by relevant
         provisions of federal law.

     D.  Shares Authorized - The Bank shall be authorized to make Awards of
         Stock Options to Purchase up to 30,000 Shares of Common Stock.

     E.  Recapitalization - In the event of a recapitalization in the form of
         stock dividend, split, distribution, subdivision or combination of
         Common Stock of the Company, resulting in a change in the number of 
         shares of Common Stock outstanding, the Committee shall make the 
         appropriate adjustment in the number and exercise price of shares 
         subject to the Plan, Options and Conditional Shares outstanding.

VIII. EFFECTIVE DATE OF THE PLAN

      The Plan shall become effective upon the date on which it is approved by
a majority vote of the shareholders of record of the Bank at the 1995 annual
meeting. The Plan shall terminate on the tenth anniversary of said approval,
or such earlier date as determined by the Board.

Effective Date:  April 20, 1995

                               AMENDMENT NO. 1
                                    TO
                               1995 DIRECTORS
                              STOCK OPTION PLAN

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

*  *  *  *  *

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

EVERGREEN BANCORP, INC.

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

April 15, 1998

Evergreen Bancorp, Inc.
237 Glen Street
Glens Falls, New York 12801

Ladies and Gentlemen:

      I have acted as counsel to Evergreen Bancorp, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, with respect to up to 90,000 shares (the
"Shares") of Common Stock, par value $3.33-1/3 per share, of the Company
reserved for issuance under the Company's Directors Stock Option Plan (the
"Plan").

      It is my opinion that the Shares have been duly authorized and, when
issued pursuant to the Plan upon the exercise of stock options in the manner
contemplated by the Plan against receipt of the exercise price therefor
(assuming that the exercise price of the stock options underlying such Shares
will not be less than the par value of such Shares), will be validly issued,
fully paid and nonassessable.

      This opinion is limited to federal law, the laws of the State of New
York and the corporation laws of the State of Delaware. I have assumed that
there will be no changes in applicable law between the date of this opinion
and the issuance of the Shares upon the exercise of the stock options granted
pursuant to the Plan.

      I hereby consent to the use of my name under the caption "Legal Matters"
and the filing of this opinion with the Commission as an exhibit to the
Registration Statement.

                                                Very truly yours,
                                                /s/ Paul A. Cardinal
                                                Paul A. Cardinal

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors
Evergreen Bancorp, Inc.

      We consent to the incorporation by reference in the Registration
Statement on Form S-8 of Evergreen Bancorp, Inc. of our report, dated January
23, 1998, relating to the consolidated statements of condition of Evergreen
Bancorp, Inc. and subsidiaries as of December 31, 1997 and 1996, and the
related consolidated statements of income, changes in stockholders' equity and
cash flows for each of the years in the three-year period ended December 31,
1997, which report appears in the December 31, 1997 Annual Report on Form 10-K
of Evergreen Bancorp, Inc.

/s/ KPMG PEAT MARWICK LLP

Albany, New York
April 15, 1998