Metropolitan Mortgage & Securities Co., Inc.
                                 
                 LONG TERM INCENTIVE PAY AGREEMENT
                                 
                                 
Long  Term  Incentive Pay Agreement, hereinafter referred  to  as
Agreement, dated February 4, 1999 between Metropolitan Mortgage &
Securities  Co.,  Inc., hereinafter referred to  as  Company  and
William  D. Snider, hereinafter referred to as Employee.  Company
and Employee mutually agree on the terms and conditions set forth
below  in consideration for employee's continued employment  with
Company and the promises set forth herein.
1.   Term of agreement.  Subject to the provisions for employment
     at  will  stated in paragraph 8 below, as stated in  Company
     policies, and as agreed as part of the Employee Confirmation
     Form,  incorporated  herein, this agreement  will  begin  on
     February 16, 1999, and will end on February 15, 2004.
2.   Deferred Compensation.  If Employee is employed continuously
     until  February  15, 2004, he shall be entitled  to  receive
     $431,315.24, without interest, provided that Company remains
     solvent.    Within  5 days of the end of the  term  of  this
     agreement period, Employee will receive full payment of  the
     deferred  compensation.  Other payment arrangements  may  be
     made if agreed to between Company and Employee in writing at
     least 90 days prior to the end of the term of the agreement.
     Both parties recognize that the payment(s) are, according to
     IRS  rulings, subject to Federal Insurance Contribution  Act
     (FICA)  and  Federal  Income  Tax  (IRS)  withholding   and,
     therefore,  Company will withhold applicable  FICA  and  IRS
     contributions  when making payment(s) to Employee  and  will
     also  contribute the appropriate amount itself for its share
     of FICA payments.
     
3.   Employee  to  devote  full-time to Company.   Employee  will
     devote  his entire working time, attention, and energies  to
     the  business of Company, and, during employment,  will  not
     engage in any other business activity, regardless of whether
     such   activity  is  pursued  for  profit,  gain,  or  other
     pecuniary  advantage, except by the expressed permission  of
     Company.   However, Employee is not prohibited  from  making
     personal investments in any other business, as long as those
     investments do not require participation in the operation of
     said businesses.
     
4.   Restriction on post-employment competition.  For  two  years
     following  the  end  of his employment, Employee  will  not,
     within  the United States of America, own, manage,  operate,
     control  or  be  employed by, or assist, any  business  that
     directly  competes  with Company and  its  business  groups.
     Employee  also agrees not to solicit Company's employees  or
     its customers for employment or sales purposes. Company may,
     without  waiving  the protections of this  provision,  grant
     Employee the right to engage in business otherwise barred by
     this provision.  Any such permission must be in writing  and
     approved by an authorized representative of Company in order
     to  be  effective.   If Employee violates the terms of  this
     restriction,  Employer shall be relieved from  the  duty  to
     make payments under paragraph two of this agreement, and  if
     Employee has
     already  received  payment, Company  shall  be  entitled  to
     receive  a  full  refund  of  any payments  made,  including
     associated  attorney and court fees incurred by  Company  to
     recover said payments
     
5.   Confidentiality.   Employee acknowledges  that,  during  the
     course   of  his  employment,  he  will  become   aware   of
     confidential business information, including trade  secrets,
     that  are  not generally known to the public and which  have
     commercial  value from their limited publication.   Employee
     will  not, at any time, during or after his employment  with
     Company,  reveal any such confidential information or  trade
     secrets to any person, or use such confidential information,
     except  as required in the course of his duties with Company
     or at Company's request and direction.
     
6.   Property  rights.  All materials, products,  processes,  and
     ideas  developed, established, used, or marketed during  the
     course  of  the employment contract will be the property  of
     Company and its business groups.
     
7.   Death/Total and Permanent Disability benefit.  In the  event
     Employee dies during the term of the agreement, Company will
     pay  to  Employee's estate or beneficiary a pro-rated amount
     of the deferred compensation rounded to the nearest month of
     Employee's death.  In the event Employee dies following  the
     term  of agreement, but before the completion of payment(s),
     Company  will  continue payment(s) to Employee's  estate  or
     beneficiary.   In  the  event  Employee  becomes  fully  and
     permanently disabled from carrying out his job duties during
     the  term  of the agreement, Company will pay to Employee  a
     pro-rated amount of the deferred compensation rounded to the
     nearest month of Employee's total and permanent disability.
     
8.   Termination  of Agreement.  The duties imposed upon  Company
     under  paragraph  two and seven of this agreement  shall  be
     discharged   if  employee  terminates  his  employment   (by
     resignation,  abandonment or otherwise) or  if  employee  is
     terminated for Cause.  Cause shall include, gross misconduct
     or   gross   mismanagement  of  the  business  of   Company,
     insubordination,   repeated  failure  to   meet   reasonable
     expectations  of  his  supervisor,  violation  of   existing
     Company  policies  or  hereafter  as  amended  and  adopted,
     willful falsification of any information that Employee gives
     to   any   officer   or  director  of  Company,   Employee's
     intentional violation of any federal, state, or local law or
     regulation,   a  determination  by  a  court  of   competent
     jurisdiction that Employee is prohibited for any reason from
     performing  Employee's duties under this  agreement,  and/or
     any  fraud,  theft,  or  dishonesty  by  Employee  adversely
     affecting Company, or its business groups, or its respective
     directors,  officers  or  shareholders.   In  the  case   of
     termination  for  cause due to insubordination,  failure  to
     meet reasonable expectations of his supervisor, or violation
     of Company policies, employee shall not be terminated unless
     he   has   received  a  written  warning  and  a  reasonable
     opportunity  (not  to  exceed thirty days)  to  correct  the
     identified problem.
     
     In   the  event  Company  terminates  Employee  at  its  own
     discretion and without Cause, Employee will receive  a  pro
     rated  amount  of  the  deferred  compensation  up  to   and
      including the date Employee's employment is terminated.
                                 
9.   Successors, Waiver and Assignment.   This agreement shall be
     binding  upon Company's successors and assigns.  Any  waiver
     of  a  portion  of this contract by either party  shall  not
     constitute  a  waiver of any other portion of the  contract,
     nor  shall  a  failure to seek redress for a breach  of  the
     contract  constitute a waiver of the right  to  enforce  any
     other  portion  of  the contract.  Employee  shall  have  no
     rights  or  power  to  assign  this  agreement,  or  any  of
     Employee's  rights  and duties hereunder and  any  attempted
     assignment of the same by Employee shall be null and void.
     
10.  Law  and  Venue.   This  contract  is  to  be  construed  in
     accordance  with  the laws of the State of Washington.   Any
     legal action to enforce this contract or for breach of  this
     contract,  shall be filed in the Superior Court  of  Spokane
     County,   Washington.   Both  parties  hereby   consent   to
     jurisdiction and venue in that court.

11.  Severability.   If any provision of this contract  shall  be
     found to be unenforceable, all other provisions shall remain
     in  effect as if the unenforceable provision had never  been
     included in the contract at all.
12.  Entire  agreement.  This agreement supersedes  and  replaces
     all  prior  discussions, understandings, and oral agreements
     between  the  parties and contains the entire  understanding
     and  agreement between them on the matters set forth herein.
     Moreover,  this agreement cannot be modified by the  parties
     except  by  an  instrument that is signed by  the  party  or
     parties  against  whom such modification  is  sought  to  be
     enforced.
IN  WITNESS WHEREOF, the parties have caused this agreement to be
signed  and validly executed to be effective as of the  date  set
forth above.


Metropolitan Mortgage & Securities Co., Inc.

/s/ C. PAUL SANDIFUR, JR.

By: ____________________________________     Date: 2/4/1999
    C. Paul Sandifur, President and CEO
/S/ William D. Snider

By: ___________________________________      Date: 2/4/1999
    William D. Snider