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                                                                   EXHIBIT 10.24
 
                             BANK PLUS CORPORATION
 
                    STOCK OPTION AND EQUITY INCENTIVE PLAN
 
1. PURPOSE
 
  The Bank Plus Corporation Stock Option and Equity Incentive Plan (the
"Plan") is intended to promote the success of Bank Plus Corporation, a
Delaware corporation ("Bank Plus"), by providing its officers, employees and
non-employee directors with incentives to create excellent performance and to
continue their services with Bank Plus, its subsidiaries and affiliates. By
encouraging Plan participants to become stockholders of Bank Plus and by
providing actual ownership through Plan awards, it is also intended that
participants will view Bank Plus from an ownership perspective.
 
2. TERM
 
  The Plan (originally known as the Fidelity Federal Bank 1996 Stock Option
Plan) became effective on February 9, 1996 and shall terminate at the close of
business on the tenth anniversary of such date unless terminated earlier by
the Board (as defined in Section 3). These amendments to and restatement of
the Plan are effective as of February 26, 1997. After termination of the Plan,
no future awards may be granted, but previously granted awards shall remain
outstanding in accordance with their applicable terms and conditions and the
terms and conditions of the Plan.
 
3. PLAN ADMINISTRATION
 
  A committee (the "Committee") appointed by the Board of Directors of Bank
Plus (the "Board") shall be responsible for administering the Plan. The
Committee shall be comprised of two or more non-employee members of the Board
who shall be "outside directors" as contemplated by Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code"), and "non-employee
directors" as contemplated by Rule 16b-3 under the Securities and Exchange Act
of 1934, as amended (the "Exchange Act"). The Committee shall have full and
exclusive power to interpret the Plan and to adopt such rules, regulations and
guidelines for carrying out the Plan as it may deem necessary or proper, all
of which power shall be executed in the best interests of Bank Plus and in
keeping with the objectives of the Plan. This power includes but is not
limited to selecting award recipients, establishing all award terms and
conditions and adopting modifications, amendments and procedures, as well as
rules and regulations governing awards under the Plan, and to making all other
determinations necessary or advisable for the administration of the Plan. The
interpretation and construction of any provision of the Plan or any award
granted hereunder and all determinations by the Committee in each case shall
be final, binding and conclusive with respect to all interested parties.
 
4. ELIGIBILITY
 
  Employees and non-employee directors of Bank Plus, or any subsidiary or
affiliate of Bank Plus or any entity in which Bank Plus has a significant
equity interest, as determined by the Committee, shall be eligible to receive
awards under the Plan; provided, however, that non-employee directors shall
not be eligible for awards of restricted stock or deferred stock units.
 
5. SHARES OF COMMON STOCK SUBJECT TO THE PLAN
 
  Subject to the provisions of Section 6 of the Plan, the aggregate number of
shares of Common Stock ($.01 par value) of Bank Plus ("Shares") which may be
transferred to participants pursuant to awards under the Plan shall be
2,125,000. In no event may any employee receive stock options with respect to
more than 100,000 Shares in any calendar year.
 
 
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  Shares subject to awards under the Plan, which expire, terminate or are
canceled prior to exercise shall thereafter be available for the granting of
other awards. Any Shares tendered by a person as full or partial payment made
to Bank Plus, in connection with any exercise of a stock option or receipt of
Shares under the Plan, shall again be available for grants under the Plan. Any
Shares that are issued by Bank Plus, and any awards that are granted through
the assumption of, or in substitution for, outstanding awards previously
granted by an acquired entity shall not be counted against the Shares
available for issuance under the Plan.
 
  Any Shares issued under the Plan may consist in whole or in part of
authorized and unissued Shares or of treasury Shares, and no fractional Shares
shall be issued under the Plan. Cash may be paid in lieu of any fractional
Shares in settlements of awards under the Plan.
 
6. ADJUSTMENTS AND REORGANIZATION
 
  In the event of any stock dividend, stock split, reverse stock split,
combination or exchange of Shares, merger, consolidation, spin-off,
recapitalization or other distribution (other than normal cash dividends) of
the assets of Bank Plus to its stockholders, or any other change affecting
Shares or Share price, such proportionate adjustments, if any, as the
Committee in its discretion may deem appropriate to reflect such change shall
be made with respect to (a) the aggregate number of Shares that may be issued
under the Plan, (b) each outstanding award made under the Plan, and (c) the
exercise price per Share for any outstanding stock options under the Plan.
 
7. AWARDS
 
  Awards under the Plan may consist of stock options, restricted stock,
deferred stock units and deferred stock grants. Set forth below are the terms
and conditions of awards, which may include such other terms and conditions
established by the Committee:
 
    (a) Stock Options. A stock option is a grant of a right to purchase a
  specified number of Shares during a specified period as determined by the
  Committee. A stock option may be in the form of an incentive stock option
  which, in addition to being subject to applicable terms, conditions and
  limitations established by the Committee, complies with Section 422 of the
  Code. The price at which Shares may be purchased under a stock option shall
  be paid in full by the optionee at the time of the exercise in cash or such
  other method permitted by the Committee, including (i) tendering Shares,
  (ii) authorizing a third party to sell the Shares (or a sufficient portion
  thereof) acquired upon exercise of a stock option and assigning the
  delivery to Bank Plus of a sufficient amount of the sale proceeds to pay
  for all the Shares acquired through such exercise, (iii) delivering an
  interest-bearing full recourse promissory note (subject to any limitations
  of applicable law), or (iv) any combination of the above.
 
  Notwithstanding anything contained herein to the contrary, the only awards
  of stock options to non-employee directors shall be options granted on the
  first business day after the date of each annual meeting of the
  stockholders of Bank Plus, commencing with the 1997 annual meeting, to
  purchase 2,500 Shares at an exercise price equal to the Fair Market Value
  of such Shares on such date. Each such award shall be fully vested and
  exercisable on the date of the award. For purposes of the Plan, "Fair
  Market Value" shall be the closing price of one Share as reported daily in
  The Wall Street Journal or similar readily available source for the data in
  question. If no sales of Shares were made on such day, the closing price of
  a Share as reported for the preceding day on which a sale of Shares
  occurred shall be used. In the event that Shares are not listed on a public
  market, then the Share price representing the most recent sale shall be
  used.
 
    (b) Restricted Stock. An award of restricted stock is made or denominated
  in Shares and shall be subject to vesting conditions established by the
  Committee which may be based on service with Bank Plus and its subsidiaries
  and affiliates (or any entity in which Bank Plus has a significant equity
  interest), the achievement of performance criteria or a combination
  thereof. Any stock certificate issued in respect of an award of restricted
  stock shall be held by Bank Plus until the end of the restricted period.
 
 
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    (c) Deferred Stock Units. An award of deferred stock units shall have a
  value equal to an identical number of shares. The Committee shall establish
  vesting conditions for awards of deferred stock units which may be based on
  service with Bank Plus and its subsidiaries and affiliates (or any entity
  in which Bank Plus has a significant equity interest), the achievement of
  performance criteria, or a combination thereof.
 
    (d) Deferred Stock Grants. Each non-employee director who was elected to
  the Board or to the board of directors of a subsidiary of Bank Plus on or
  after January 1, 1996 shall receive the retainer and fees payable to the
  director in the form of deferred stock grants. Each other non-employee
  director may elect to receive the retainer and fees payable to the director
  prior to the annual meeting of shareholders of Bank Plus in the year 2000
  in the form of deferred stock grants; thereafter, the retainer and fee
  payments to all directors shall be made in the form of awards of deferred
  stock grants. On the date on which the non-employee director would
  otherwise receive a cash payment of retainer or fees, there shall be
  credited to an account established for such director a number of Shares
  equal to the result of dividing (i) the applicable payment of retainer or
  fees by (ii) the Fair Market Value of one Share on the applicable payment
  date. On each dividend payment date, an additional number of Shares shall
  be credited to the account of each non-employee director equal to the
  result of dividing (x) the dividends that would have been payable to the
  director if the shares credited to the account had been issued and
  outstanding by (y) the Fair Market Value of one Share on the dividend
  payment date. The Shares credited to the account of a non-employee director
  shall be issued to the director upon the director's retirement from service
  on the board (or to the beneficiary designated by the non-employee director
  in the event of the director's death).
 
8. DIVIDENDS AND DIVIDEND EQUIVALENTS
 
  Solely with respect to employees, the Committee may provide that any awards
under the Plan earn dividends or dividend equivalents. Such dividends or
dividend equivalents may be paid currently or may be credited to a
participant's account. Any crediting of dividends or dividend equivalents may
be subject to such restrictions and conditions as the Committee may establish,
including reinvestment in additional Shares or Share equivalents.
 
9. DEFERRALS AND SETTLEMENTS
 
  Payment of awards may be in the form of cash, stock, other awards or
combinations thereof as the Committee shall determine, and with such
restrictions as it may impose. The Committee also may require or permit
participants to elect to defer the issuance of Shares of the settlement of
awards in cash under such rules and procedures as it may establish under the
Plan. It also may provide that deferred settlements include the payment or
crediting of interest on the deferral amounts, or the payment or crediting of
dividend equivalents where the deferral amounts are denominated in Shares.
 
10. TRANSFERABILITY AND EXERCISABILITY
 
  Awards granted under the Plan shall not be transferable or assignable other
than by will or the laws of descent and distribution, except that the
Committee may provide for the transferability of particular awards: (a) by
gift or other transfer of an award to (i) any trust or estate in which the
original award recipient or such participant's spouse or other immediate
relative has a substantial beneficial interest or (ii) a spouse or other
immediate relative; and (b) pursuant to a domestic relations order (as defined
by the Code). However, any award so transferred shall continue to be subject
to all the terms and conditions contained in the instrument evidencing such
award.
 
  In the event that a participant terminates his or her position with Bank
Plus or its subsidiary to assume a position with a governmental, charitable,
educational or other non-profit institution, the Committee may subsequently
authorize a third party, including but not limited to a "blind" trust, to act
on behalf of and for the benefit of such participant regarding any outstanding
awards held by the participant subsequent to such termination of employment.
If so permitted by the Committee, a participant may designate a beneficiary or
beneficiaries to exercise the rights of the participant and receive any
distribution under the Plan upon the death of the participant.
 
 
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11. AWARD AGREEMENTS
 
  Awards under the Plan shall be evidenced by agreements that set forth the
terms, conditions and limitations for each award which may include the term of
an award (except that in no event shall the term of any incentive stock option
exceed a period of ten years from the date of its grant), the provisions
applicable in the event the participant's service terminates, and the
authority of the Committee to unilaterally or bilaterally amend, modify,
suspend, cancel or rescind any award. The Committee need not require the
execution of any such agreement, in which case acceptance of the award by the
participant shall constitute agreement to the terms of the award.
 
12. ACCELERATION AND SETTLEMENT OF AWARDS
 
  The Committee shall have the discretion, exercisable at any time before a
sale, merger, consolidation, reorganization, liquidation or change of control
(as defined below) of Bank Plus, to provide for the acceleration of vesting
and for settlement, including cash payment, of an award granted under the Plan
upon or immediately before such event is effective. However, the granting of
awards under the Plan shall in no way affect the right of Bank Plus to adjust,
reclassify, reorganize, or otherwise change its capital or business structure,
or to merge, consolidate, dissolve, liquidate, sell or transfer all or any
portion of its businesses or assets.
 
  For purposes of this Plan, a "change in control" of Bank Plus shall be
deemed to occur if (a) any "person" (as such term is defined in Section 3(a)
and as used in Sections 13(d) and 14(d) of the Exchange Act), excluding Bank
Plus or any of its subsidiaries, a trustee or any fiduciary holding securities
under an employee benefit plan of Bank Plus or any of its subsidiaries, an
underwriter temporarily holding securities pursuant to an offering of such
securities or a corporation owned, directly or indirectly, by stockholders of
Bank Plus in substantially the same proportion as their ownership of Bank
Plus, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities Bank Plus representing
25% or more of the combined voting power of Bank Plus' then outstanding
securities ("Voting Securities"); (b) during any period of not more than two
years, individuals who constitute the Board as of the beginning of the period
and any new director (other than a director designated by a person who has
entered into an agreement with Bank Plus to effect a transaction described in
clause (a) or (b) of this sentence) whose election by the Board or nomination
for election by Bank Plus' stockholders was approved by a vote of at least
two-thirds ( 2/3) of the directors then still in office who either were
directors at such time or whose election or nomination for election was
previously so approved, cease for any reason to constitute a majority thereof;
(c) the stockholders of Bank Plus approve a merger or consolidation of Bank
Plus with any other corporation, other than a merger or consolidation which
would result in the Voting Securities of Bank Plus outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into Voting Securities of the surviving entity) at least 60%
of the combined voting power of the Voting Securities of Bank Plus or such
surviving entity outstanding immediately after such merger or consolidation;
(d) the stockholders of Bank Plus approve a plan of complete liquidation of
Bank Plus; or (e) Bank Plus enters into one or more agreements to sell or
transfer to one or more third parties, in one transaction or a series of
related transactions, assets and/or liabilities representing fifty percent
(50%) or more of the book value of its assets and/or liabilities.
 
13. PLAN AMENDMENT
 
  The Plan may be amended by the Board at any time and from time to time as it
deems necessary or appropriate to better achieve the purposes of the Plan.
 
14. TAX WITHHOLDING
 
  Bank Plus shall have the right to deduct from any settlement of an award to
employees made under the Plan, including the delivery or vesting of Shares, a
sufficient amount to cover withholding of any federal, state or local taxes
required by law, or to take such other action as may be necessary to satisfy
any such withholding obligations. The Committee may, in its discretion and
subject to such rules as it may adopt, permit participants to use Shares to
satisfy required tax withholding and such Shares shall be valued at the Fair
Market Value as of the settlement date of the applicable award.
 
 
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15. OTHER BENEFIT AND COMPENSATION PROGRAMS
 
  Unless otherwise specifically determined by the Committee, settlements of
awards received by participants under the Plan shall not be deemed a part of a
participant's regular, recurring compensation for purposes of calculating
payments or benefits from any benefit plan or severance program of Bank Plus
or any subsidiary of Bank Plus, or any severance pay law. Further, Bank Plus
may adopt other compensation programs, plans or arrangements as it deems
appropriate or necessary.
 
16. UNFUNDED PLAN
 
  Unless otherwise determined by the Committee, the Plan shall be unfunded and
shall not create (or be construed to create) a trust or a separate fund or
funds. The Plan shall not establish any fiduciary relationship between Bank
Plus and any participant or other person. To the extent any person holds any
rights by virtue of an award granted under the Plan, such rights (unless
otherwise determined by the Committee) shall be no greater than the rights or
an unsecured general creditor of Bank Plus.
 
17. REGULATORY APPROVALS
 
  The implementation of the Plan, the granting of any award under the Plan,
and the issuance of Shares upon the exercise or settlement of any award shall
be subject to Bank Plus' procurement of all approvals required by regulatory
authorities having jurisdiction over the Plan, the awards granted under it or
the Shares issued pursuant to it.
 
18. FUTURE RIGHTS
 
  No person shall have any claim or rights to be granted an award under the
Plan, and no participant shall have any rights under the Plan to be retained
as a director or as an employee of Bank Plus or its subsidiaries or affiliates
(or any entity in which Bank Plus has a significant equity interest).
 
19. GOVERNING LAW
 
  The validity, construction and effect of the Plan and any actions taken or
relating to the Plan shall be determined in accordance with the laws of the
State of California and applicable federal law.
 
20. SUCCESSORS AND ASSIGNS
 
  The Plan shall be binding on all successors and assigns of a participant,
including, without limitation, the estate of such participant and the
executor, administrator or trustee of such estate, or any receiver or trustee
in bankruptcy or representative of the participant's creditors.
 
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