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                                                                   EXHIBIT 10.03

                                CHANGE IN CONTROL
                           SEVERANCE PAYMENT AGREEMENT

         This Agreement, made and entered into as of the 5th day of July, 2000,
by and between VAIL BANKS, INC., a Colorado corporation (the "Company"), and
Peter G. Williston (hereinafter called the "Executive"),


                                   WITNESSETH:

         WHEREAS, the Executive has been hired by the Company and will render
valuable services to the Company and its subsidiaries; and

         WHEREAS, the Company wishes to induce the Executive to remain in
employment during a possible Change in Control of the Company (as defined in
Section 3 below) and believes that the execution of this Agreement will further
its aim in retaining the Executive during an actual or attempted Change in
Control and will tend to assure fair treatment of executives in the event of a
Change in Control;

         NOW, THEREFORE, for and in consideration of the premises and of the
Executive's employment with the Company, the parties hereto agree as follows:

         1. Duties and Status of Executive.

         The Executive shall perform such duties and responsibilities as shall
be assigned to him by the Chief Executive Officer or the Board of Directors of
the Company. The Executive shall devote his working time and attention to the
discharge of his duties with the Company and its subsidiaries. In addition to
the compensation and other benefits provided the Executive by the Company, the
Executive shall have the additional benefits provided by this Agreement.

         2. Term.

                  (a) Initial Term. The term of this Agreement shall initially
         be a fixed period of two years that expires on the second anniversary
         of the date of this Agreement and may be extended as provided in
         subsection (b) below.

                  (b) Extension. The term of this Agreement shall be extended
         automatically on the first anniversary and on each subsequent
         anniversary of the date of this Agreement (each such anniversary being
         referred to as an "Extension Date") for an additional one year period
         so that the Agreement then expires on the second anniversary of the
         applicable Extension Date; provided that

                           (i) the then current term of this Agreement will not
                  be extended on any Extension Date if,


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                                    (A) not later than 90 days before such
                           Extension Date the Company gives the Executive
                           written notice that it does not wish to extend the
                           term, or

                                    (B) before such Extension Date the Company
                           terminates the employment of the Executive for Cause
                           (as defined in Section 4(c), and

                           (ii) whether or not the Company has given notice to
                  the Executive pursuant to clause (i) (A) above that it does
                  not wish to extend the term of this Agreement, if a Change in
                  Control occurs during the initial term of this Agreement, or
                  any extension thereof, the term of this Agreement shall not
                  expire sooner than the first anniversary of the date of such
                  Change in Control.

         3. Change in Control. For the purposes of this Agreement, a "Change in
Control" shall be deemed to have occurred in the event of:

                  (a) an acquisition by any Person of Beneficial Ownership of
         the Shares of the Company then outstanding (the "Company Common Stock
         Outstanding") or the voting securities of the Company then outstanding
         entitled to vote generally in the election of directors (the "Company
         Voting Securities Outstanding"), if such acquisition of Beneficial
         Ownership results in the Person beneficially owning (within the meaning
         of Rule 13d-3 promulgated under the Exchange Act) twenty-five percent
         (25%) or more of the Company Common Stock Outstanding or twenty-five
         percent (25%) or more of the combined voting power of the Company
         Voting Securities Outstanding; provided, that immediately prior to such
         acquisition such Person was not a direct or indirect Beneficial Owner
         of twenty-five percent (25%) or more of the Company Common Stock
         Outstanding or twenty-five percent (25%) or more of the combined voting
         power of Company Voting Securities Outstanding, as the case may be; or

                  (b) the approval by the shareholders of the Company of a
         reorganization, merger, consolidation, complete liquidation or
         dissolution of the Company, the sale or disposition of all or
         substantially all of the assets of the Company or similar corporate
         transaction (in each case referred to in this Section 3 as a "Corporate
         Transaction") or, if consummation of such Corporate Transaction is
         subject, at the time of such approval by shareholders, to the consent
         of any government or governmental agency, the obtaining of such consent
         (either explicitly or implicitly); or

                  (c) a change in the composition of the Board such that the
         individuals who, as of the date of this Agreement, constitute the Board
         (such Board shall be hereinafter referred to as the "Incumbent Board")
         cease for any reason to constitute at least a majority of the Board;
         provided, however, for purposes of this Section 3 that any individual
         who becomes a member of the Board subsequent to the date of this
         Agreement whose election, or nomination for election by the Company's
         shareholders, was approved by a vote of at least a majority of those
         individuals who are members of the Board and who were also members of
         the Incumbent Board (or deemed to be such pursuant to this proviso)
         shall be considered as though such individual were a member of the
         Incumbent Board; but,


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         provided, further, that any such individual whose initial assumption of
         office occurs as a result of either an actual or threatened election
         contest (as such terms are used in Rule 14a-11 of Regulation 14A
         promulgated under the Exchange Act, including any successor to such
         Rule), or other actual or threatened solicitation of proxies or
         consents by or on behalf of a Person other than the Board, shall not be
         so considered as a member of the Incumbent Board.

                  (d) Notwithstanding the provisions set forth in subsections
         (a) and (b), the following shall not constitute a Change in Control for
         purposes of this Agreement: (1) any acquisition of Shares by, or
         consummation of a Corporate Transaction with, any Subsidiary or any
         employee benefit plan (or related trust) sponsored or maintained by the
         Company or an affiliate; or (2) any acquisition of Shares, or
         consummation of a Corporate Transaction, following which more than
         fifty percent (50%) of, respectively, the shares then outstanding of
         common stock of the corporation resulting from such acquisition or
         Corporate Transaction and the combined voting power of the voting
         securities then outstanding of such corporation entitled to vote
         generally in the election of directors is then beneficially owned,
         directly or indirectly, by all or substantially all of the individuals
         and entities who were Beneficial Owners, respectively, of the Company
         Common Stock Outstanding and Company Voting Securities Outstanding
         immediately prior to such acquisition or Corporate Transaction in
         substantially the same proportions as their ownership, immediately
         prior to such acquisition or Corporate Transaction, of the Company
         Common Stock Outstanding and Company Voting Securities Outstanding, as
         the case may be.

         4. Change in Control Payments And Severance Payments.

                  (a) If a Change in Control of the Company occurs, and within
         12 months of the date of such Change in Control the Executive's
         employment is terminated:

                      (i)  by the Company, other than for Cause, death or
                  Disability; or

                      (ii) by the Executive for Good Reason,

         then the Executive shall be entitled to payment (subject to payment of
         all applicable taxes) of the Severance Payment described in (b) below
         within ten (10) days after his termination of employment. If the
         Executive's employment is terminated by the Company for Cause or as a
         result of death or Disability, or by the Executive without Good Reason,
         the Executive shall not be entitled to any payments under this
         Agreement;

                  (b) The Severance Payment to Executive under subsection (a)
         above shall be equal to $390,000.00, minus the difference between the
         exercise price for the Shares for which the option has not been
         exercised under that certain Stock Option Agreement ("Option"), dated
         July 5, 2000, for 10,000 Shares, and the Fair Market Value of the
         Shares subject to the Option on the date of Executive's termination of
         employment. If the Option has been exercised in whole or in part prior
         to Executive's date of termination, the difference between the exercise
         price and the Fair Market Value of the Shares for which


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         the Option has been exercised on the date of Executive's termination of
         employment, or if greater, the Fiar Market Value of the Shares on the
         date Executive sold any such Shares, shall also be used to reduce any
         payment due Executive. If Executive has otherwise received payment
         (whether in cash, stock or other property) for the value of the Option
         prior to his termination of Employment, then the amount received by
         Executive shall be used to reduce any payment due Executive under this
         Section 4. The Company shall have the authority in good faith to
         determine the amount due Executive as a Severance Payment pursuant to
         this Section 4.

                  (c) For the purposes of this Section 4, "Cause" means:

                           (i) the conviction of the Executive of, or a plea of
                  guilty or nolo contendere by the Executive to, any felony
                  involving conduct on the part of the Executive that renders
                  him unfit for the performance of his duties to the Company, or
                  its subsidiaries and affiliates, or

                           (ii) any willful misconduct on the part of the
                  Executive in the performance of his duties that is harmful to
                  the Company or its subsidiaries or affiliates, monetarily or
                  otherwise.

                  For the purpose of this subsection (c), no act, or failure to
         act, on the Executive's part shall be considered "willful" unless done,
         or omitted to be done, by him not in good faith and without reasonable
         belief that his action or omission was in the best interest of the
         Company.

                  (d) For the purpose of this Section 4, "Disability" shall be
         deemed to exist if, as a result of the Executive's incapacity due to
         physical or mental illness, he shall have been absent from his duties
         with the Company on a full-time basis for 150 consecutive calendar days
         and within 30 days after he has received notice of termination pursuant
         to Section 5 he has not returned to the performance of his duties on a
         full-time basis.

                  (e) For the purposes of this Section 4, "Good Reason" shall be
         deemed to exist under any of the following circumstances, but only to
         the extent that they occur within the twelve month period immediately
         after a Change in Control:

                           (i) A material adverse alteration in the nature or
                  status of Executive's responsibilities from those in effect
                  immediately prior to the Change in Control, or

                           (ii) A material reduction by the Company in the
                  Executive's compensation and benefits as in effect on the date
                  hereof or as the same may be increased from time to time,
                  except in connection with a reduction for executives
                  generally.

                  (f) The Company agrees that, if the Executive's employment is
         terminated and he is entitled to benefits under Section 4(a), he shall
         not be required to mitigate


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         damages by seeking other employment, nor shall any amount he earns
         after his termination of employment reduce the amount payable by the
         Company under this Agreement.

         5. Notice of Termination. Any termination by the Company or by the
Executive of the Executive's employment shall be communicated by a written
notice of termination to the other party, and shall specify the provision of
this Agreement relied upon and shall set forth in reasonable detail the
circumstances claimed to provide a basis for termination. The date of
termination shall be the date on which the notice of termination is delivered if
by the Executive or 30 days after the date of the notice of termination if given
by the Company.

         6. Assignment; Successors in Interest.

                  (a) General. Except with the prior written consent of the
         Executive, no assignment by operation of law or otherwise by the
         Company of any of its rights and obligations under this Agreement may
         be made other than to an entity which is a successor to all or a
         substantial portion of the business of the Company (but then only if
         such entity assumes by operation of law or by specific assumption
         executed by the transferee and delivered to the Executive all
         obligations and liabilities of the Company under this Agreement); no
         transfer by operation of law or otherwise by the Company of all or a
         substantial part of its business or assets shall be made unless the
         obligations and liabilities of the Company under this Agreement are
         assumed in connection with such transfer either by operation of law or
         by specific assumption executed by the transferee. In such event, the
         Company shall remain liable for the performance of all of its
         obligations under this Agreement (which liability shall be a primary
         obligation for full and prompt performance rather than a secondary
         guarantee of collectibility of damages). Except for any transfer or
         assignment of rights under this Agreement, in whole or in part, upon
         the death of the Executive to his heirs, devisees, legatees or
         beneficiaries or except with the prior written consent of the Company,
         no assignment or transfer by operation of law or otherwise may be made
         by the Executive of any of his rights under this Agreement.

                  (b) Binding Nature. This Agreement shall be binding upon the
         parties to this Agreement and their respective legal representatives,
         heirs, devisees, legatees, beneficiaries and successors and assigns;
         shall inure to the benefit of the parties to this Agreement and their
         respective permitted legal representatives, heirs, devisees, legatees,
         beneficiaries and other permitted successors and assigns (and to or for
         the benefit of no other person or entity, whether an employee or
         otherwise, whatsoever); and any reference to a party to this Agreement
         shall also be a reference to a permitted successor or assign.

         7. Miscellaneous.

                  (a) The failure of any party to this Agreement at any time or
         times to require performance of any provision of this Agreement shall
         in no manner affect the right to enforce the same. No waiver by any
         party to this Agreement of any provision (or of a breach of any
         provision) of this Agreement, whether by conduct or otherwise, in any
         one


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         or more instances shall be deemed or construed either as a further or
         continuing waiver of any such provision or breach or as a waiver of any
         other provision (or of a breach of any other provision) of this
         Agreement.

                  (b) Wherever possible each provision of this Agreement shall
         be interpreted in such manner as to be effective and valid but if any
         one or more of the provisions of this Agreement shall be invalid,
         illegal or unenforceable in any respect for any reason, the validity,
         legality or enforceability of any such provisions in every other
         respect and of the remaining provisions of this Agreement shall not be
         impaired.

                  (c) This Agreement shall be governed by and interpreted in
         accordance with the laws of the State of Colorado (without giving
         effect to any choice of law provisions).

                  (d) This Agreement may only be amended by a written instrument
         signed by the parties hereto which makes specific reference to the
         Agreement.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer and the Executive has executed this
Agreement as of the date and year first written above.


                                    VAIL BANKS, INC.

                                    By:  /s/ Lisa M. Dillon
                                         Lisa M. Dillon, President and CEO


                                    EXECUTIVE

                                    /s/ Peter G. Williston
                                    Name:  Peter G. Williston


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