Exhibit 4.4


                                 AMENDMENT NO. 2
                                     TO THE
                                VAIL BANKS, INC.
                    AMENDED AND RESTATED STOCK INCENTIVE PLAN

        THIS AMENDMENT is hereby made and entered into this 19th day of April,
2004, by VAIL BANKS, INC. (the "Company").

                              W I T N E S S E T H:
                               - - - - - - - - - -

        WHEREAS, the Company adopted the Amended and Restated Stock Incentive
Plan (the "Plan") on June 25, 1998, to provide grants of stock options and other
equity awards to employees who are responsible for the future growth and
continued success of the business; and

        WHEREAS, the shareholders previously approved the Plan; and

        WHEREAS, the Company now desires to amend the Plan in the manner
hereinafter provided, subject to the approval of the Company's shareholders;

        NOW, THEREFORE, for and in consideration of the premises and other good
and valuable consideration, the Plan is hereby amended as follows:

                                       1.

        SECTION 1.1 of the Plan is amended by deleting the last sentence of the
first paragraph in its entirety and substituting the following therefor:

        "The Plan permits the grant of Incentive Stock Options, Nonqualified
        Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted
        Stock Units, Stock Awards, and Performance Share Awards."

                                       2.

        SECTION 2(B) of the Plan is amended by deleting such section in its
entirety and substituting the following therefor:

        "(b)    "AWARD" means, individually or collectively, a grant under this
                Plan of Incentive Stock Options, Nonqualified Stock Options,
                Restricted Stock, Restricted Stock Units, Stock Appreciation
                Rights, Stock Awards, or Performance Share Awards."

                                       3.

        ARTICLE 2 of the Plan is amended by adding the following new definitions
as subsections (bb) and (dd), and by renumbering the existing subsection (bb) as
(cc), (cc) as (ee), and (dd) as (ff):


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        "(bb) "Restricted Stock Units (or RSUs)" means a right granted under
        Article 7 of the Plan to receive a number of Shares or a cash payment
        for each such Share equal to the Fair Market Value of a Share on a
        specified date."

         "(dd) "Stock Appreciation Right" or "SAR" means an Award granted under
         Article 6 which provides for an amount payable in Shares and/or cash,
         as determined by the Committee, equal to the excess of the Fair Market
         Value of a Share on the day the Stock Appreciation Right is exercised
         over the specified purchase price."

                                       4.

        ARTICLE 4 of the Plan is amended by deleting such Article in its
entirety and substituting the following therefor:

        "ARTICLE 4. SHARES SUBJECT TO THE PLAN

        4.1 NUMBER OF SHARES. (a) Subject to adjustment as provided in Section
        4.3, the aggregate number of Shares which are available for issuance
        pursuant to Awards under the Plan is one million two hundred fifty
        thousand (1,250,000) Shares, of which, 625,000 Shares may be granted as
        ISOs. In addition, the number of Shares available for issuance under the
        Plan shall automatically increase on each January 1st by an amount equal
        to twenty percent (20%) of the increase, if any, in the total number of
        Shares outstanding as of such January 1st over the number of such Shares
        outstanding as of the immediately preceding January 1st; provided,
        however, that none of the Shares added each calendar year under this
        automatic increase provision shall be available for grant of ISOs. The
        total issued and outstanding Shares as of any January 1st shall include
        for purposes of the above calculations the number of Shares into which
        other securities or instruments (e.g., convertible preferred stock or
        convertible debentures, but not outstanding options or warrants to
        acquire stock) issued by the Company are currently convertible. All
        Shares issued under this Plan shall be made available from Shares
        currently authorized but unissued or Shares currently held (or
        subsequently acquired) by the Company as treasury shares, including
        Shares purchased in the open market or in private transactions.

                (b) The following rules shall apply for purposes of the
        determination of the number of Shares available for grant under the
        Plan:

                        (i) If, for any reason, any Shares awarded or subject to
                purchase under the Plan are not delivered or purchased, or are
                reacquired by the Company, for reasons including, but not
                limited to, a forfeiture of Restricted Stock or termination,
                expiration or cancellation of an Option, Stock Appreciation
                Right, Restricted Stock Units, or Performance Shares, such
                Shares shall not be charged against the aggregate number of
                Shares available for issuance pursuant to Awards under the Plan
                and shall again be available for issuance pursuant to Awards
                under the Plan. If the exercise price and/or withholding
                obligation under an Option is satisfied by tendering Shares to
                the Company (either by actual delivery or attestation), only the
                number of Shares issued net of the Shares so tendered shall be
                deemed delivered for purposes of



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                determining the maximum number of Shares available for issuance
                under the Plan.

                        (ii) Each Performance Share awarded that may be settled
                in a Share shall be counted as one Share subject to an Award.
                Performance Shares that may not be settled in Shares (or that
                may be settled in Shares but are not) shall not result in a
                charge against the aggregate number of Shares available for
                issuance.

                        (iii) Each Stock Appreciation Right or Restricted Stock
                Unit that may be settled in a Share shall be counted as one
                Share subject to an award. Stock Appreciation Rights or
                Restricted Stock Units that may not be settled in Shares (or
                that may be settled in Shares but are not) shall not result in a
                charge against the aggregate number of Shares available for
                issuance. In addition, if a Stock Appreciation Right is granted
                in connection with an Option and the exercise of the Stock
                Appreciation Right results in the loss of the Option right, the
                Shares that otherwise would have been issued upon the exercise
                of such related Option shall not result in a charge against the
                aggregate number of Shares available for issuance.

                4.2 INDIVIDUAL LIMITS. Except to the extent the Committee
        determines that an Award to a Named Executive Officer shall not comply
        with the performance-based compensation provisions of Code Section
        162(m), the following rules shall apply to Awards under the Plan:

                (a) OPTIONS AND SARS. The maximum number of Options and Stock
        Appreciation Rights that, in the aggregate, may be granted pursuant to
        Awards in any one calendar year to any one Participant shall be one
        hundred thousand (100,000).

                (b) RESTRICTED STOCK, RESTRICTED STOCK UNITS AND PERFORMANCE
        SHARES. The maximum aggregate number of Shares of Restricted Stock,
        number of Restricted Stock Units and Performance Shares that may be
        granted pursuant to Awards in any one calendar year to any one
        Participant shall be one hundred thousand (100,000) Shares.

                4.3 ADJUSTMENT OF SHARES. If any change in corporate
        capitalization, such as a stock split, reverse stock split, stock
        dividend, or any corporate transaction such as a reorganization,
        reclassification, merger or consolidation or separation, including a
        spin-off, of the Company or sale or other disposition by the Company of
        all or a portion of its assets, any other change in the Company's
        corporate structure, or any distribution to stockholders (other than a
        cash dividend) results in the outstanding Shares, or any securities
        exchanged therefor or received in their place, being exchanged for a
        different number or class of shares or other securities of the Company,
        or for shares of stock or other securities of any other corporation; or
        new, different or additional shares or other securities of the Company
        or of any other corporation being received by the holders of outstanding
        Shares; then equitable adjustments shall be made by the Committee, as it
        determines are necessary and appropriate, in:


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<PAGE>

                (a) the limitation on the aggregate number of Shares that may be
        awarded as set forth in Section 4.1, including, without limitation, with
        respect to Incentive Stock Options;

                (b) the limitations on the aggregate number of Shares that may
        be awarded to any one single Participant as set forth in Section 4.2;

                (c) the number and class of Shares that may be subject to an
        Award, and which have not been issued or transferred under an
        outstanding Award;

                (d) the Option Price under outstanding Options and the number of
        Shares to be transferred in settlement of outstanding Stock Appreciation
        Rights; and

                (e) the terms, conditions or restrictions of any Award and
        Agreement, including the price payable for the acquisition of Shares;
        provided, however, that all such adjustments made in respect of each ISO
        shall be accomplished so that such Option shall continue to be an
        incentive stock option within the meaning of Code Section 422."

                                       5.

        ARTICLE 6 of the Plan is amended by adding the following as a new
SECTION 6.9:

                "6.9 STOCK APPRECIATION RIGHTS

                (a) GRANT OF SARS. A Stock Appreciation Right may be granted to
        a Participant in connection with an Option granted under this Plan or
        may be granted independently of any Option. A Stock Appreciation Right
        shall entitle the holder, within the exercise period (which shall not
        exceed 10 years), to exercise the SAR and receive in exchange therefor a
        payment having an aggregate value equal to the amount by which the Fair
        Market Value of a Share exceeds the exercise price, times the number of
        Shares with respect to which the SAR is exercised. SARs shall be subject
        to the same limitations on transferability as Nonqualified Stock Options
        as provided in Section 6.7. A SAR granted in connection with an Option
        (a "Tandem SAR") shall entitle the holder of the related Option, within
        the period specified for the exercise of the Option, to surrender the
        unexercised Option, or a portion thereof, and to receive in exchange
        therefor a payment having an aggregate value equal to the amount by
        which the Fair Market Value of a Share exceeds the Option price per
        Share, times the number of Shares under the Option, or portion thereof,
        which is surrendered. The Committee may provide in the Agreement for an
        SAR for automatic accelerated vesting and other rights upon the
        occurrence of a Change in Control or upon the occurrence of other events
        specified in the Agreement.

                (b) TANDEM SARS. Each Tandem SAR shall be subject to the same
        terms and conditions as the related Option, including limitations on
        transferability, and shall be exercisable only to the extent such Option
        is exercisable and shall terminate or lapse and cease to be exercisable
        when the related Option terminates or lapses. The grant of Stock
        Appreciation Rights related to ISOs must be concurrent with the



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        grant of the ISOs. With respect to NQSOs, the grant either may be
        concurrent with the grant of the NQSOs, or in connection with NQSOs
        previously granted under this Article 6, which are unexercised and have
        not terminated or lapsed.

                (c) PAYMENT. The Committee shall have sole discretion to
        determine in each Agreement whether the payment with respect to the
        exercise of an SAR will be in the form of all cash, all Shares, or any
        combination thereof. If payment is to be made in Shares, the number of
        Shares shall be determined based on the Fair Market Value of a Share on
        the date of exercise. If the Committee elects to make full payment in
        Shares, no fractional Shares shall be issued and cash payments shall be
        made in lieu of fractional shares. The Committee shall have sole
        discretion as to the timing of any payment made in cash or Shares, or a
        combination thereof, upon exercise of SARs. Payment may be made in a
        lump sum, in annual installments or may be otherwise deferred; and the
        Committee shall have sole discretion to determine whether any deferred
        payments may bear amounts equivalent to interest or cash dividends.

                (d) EXERCISE OF SARS. Upon exercise of an SAR, the number of
        Shares subject to exercise under any related Option shall automatically
        be reduced by the number of Shares represented by the Option or portion
        thereof which is surrendered."

                                       6.

        ARTICLE 7 of the Plan is amended by adding the following as a new
SECTION 7.6:

                "7.6 RESTRICTED STOCK UNITS (OR RSUS). Awards of Restricted
        Stock Units may be made to Participants in accordance with the following
        terms and conditions:

                (a) The Committee, in its discretion, shall determine the number
        of RSUs to grant to a Participant, the Restriction Period and other
        terms and conditions of the Award, including whether the Award will be
        paid in cash, Shares or a combination of the two and the time when the
        Award will be payable (i.e., at vesting, termination of employment or
        another date).

                (b) Unless the Agreement provides otherwise, RSUs shall not be
        sold, transferred or otherwise disposed of and shall not be pledged or
        otherwise hypothecated.

                (c) Restrictions upon RSUs awarded hereunder shall lapse at such
        time or times and on such terms and conditions as the Committee may
        provide in the Agreement. Unless the Agreement provides otherwise, in
        the event of a Change in Control, all restrictions upon any RSUs shall
        lapse immediately and all such RSUs shall become fully vested in the
        Participant.

                (d) The Agreement shall set forth the terms and conditions that
        shall apply upon the termination of the Participant's employment with
        the Company or



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        any subsidiary of the Company (including a forfeiture of RSUs for which
        the restrictions have not lapsed upon Participant's ceasing to be
        employed) as the Committee may, in its discretion, determine at the time
        the Award is granted or thereafter."

                                       7.

        SECTION 13.1 of the Plan is amended by deleting such section in its
        entirety and substituting the following therefor:

        "13.1 AMENDMENT, MODIFICATION AND TERMINATION. Subject to the
        requirements of Section 13.2, the Committee or the Board may, at any
        time, terminate or from time to time amend the Plan in whole or in part.
        To the extent required by Code Sections 162(m) or 422 and/or the rules
        of NASDAQ or any exchange upon which the Shares are traded or other
        applicable law, no amendment shall be effective unless approved by the
        shareholders of the Company at an annual or special meeting."

                                       8.

        Except as hereby modified, the Plan shall remain in full force and
effect in accordance with its terms.

        IN WITNESS WHEREOF, the Company has executed this Amendment as of the
day and year first written above.

                                          VAIL BANKS, INC.

                                          By:  /s/ Lisa M. Dillon
                                              ----------------------------------