EXHIBIT 10.5



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                         FIRST COLORADO BANCORP, INC.

                            1996 STOCK OPTION PLAN


      1.  Purpose  of the Plan.  The Plan  shall be known as the First  Colorado
Bancorp,  Inc.  ("Corporation") 1996 Stock Option Plan (the "Plan"). The purpose
of the Plan is to attract and to retain  qualified  personnel  for  positions of
substantial  responsibility  and to provide  additional  incentive  to officers,
directors and key employees of the Corporation,  or any present or future parent
or subsidiary  of the  Corporation  to promote the success of the business.  The
Plan is intended to provide for the grant of "Incentive  Stock Options,"  within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code") and Non-Incentive  Stock Options,  options that do not so qualify.  Each
and every one of the provisions of the Plan relating to Incentive  Stock Options
shall be interpreted to conform to the requirements of Section 422 of the Code.

       2.   Definitions.  As used herein, the following definitions shall apply.

            (a) "Award" means the grant by the  Committee of an Incentive  Stock
Option or a Non-Incentive Stock Option, or any combination  thereof, as provided
in the Plan.

            (b) "Board" shall mean the Board of Directors of the Corporation, or
any successor or parent corporation thereto.

            (c) "Code" shall mean the Internal Revenue Code of 1986, as amended,
and regulations promulgated thereunder.

            (d) "Committee"  shall mean the Stock Option Committee  appointed by
the Board in accordance with Section 5(a) of the Plan.

            (e)  "Common  Stock"  shall mean  common  stock,  par value $.10 per
share, of the Corporation, or any successor or parent corporation thereto.

            (f)  "Continuous  Employment" or "Continuous  Status as an Employee"
shall mean the absence of any interruption or termination of employment with the
Corporation  or any present or future Parent or  Subsidiary of the  Corporation.
Employment  shall  not be  considered  interrupted  in the  case of sick  leave,
military leave or any other leave of absence  approved by the  Corporation or in
the case of transfers between payroll  locations,  of the Corporation or between
the Corporation, its Parent, its Subsidiaries or a successor.

            (g) "Corporation"  shall mean the First Colorado Bancorp,  Inc., the
parent corporation of the Savings Bank, or any successor or Parent thereof.

            (h) "Director"  shall mean a member of the Board of the Corporation,
or any successor or parent corporation thereto.

            (i) "Director  Emeritus"  shall mean a person  serving as a director
emeritus,  advisory director,  consulting  director or other similar position as
may  be  appointed  by  the  Board  of  Directors  of the  Savings  Bank  or the
Corporation from time to time.


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            (j) "Disability"  means (a) with respect to Incentive Stock Options,
the "permanent and total  disability" of the Employee as such term is defined at
Section  22(e)(3)  of the Code;  and (b) with  respect  to  Non-Incentive  Stock
Options,  any  physical  or mental  impairment  which  renders  the  Participant
incapable of continuing in the  employment or service of the Savings Bank or the
Parent in his then current capacity as determined by the Committee.

            (k) "Effective  Date"  shall mean the date  specified  in Section 15
hereof.

            (l) "Employee"  shall mean any person employed by the Corporation or
any present or future Parent or Subsidiary of the Corporation.

            (m)  "Incentive  Stock  Option"  or "ISO"  shall  mean an  option to
purchase  Shares granted by the Committee  pursuant to Section 8 hereof which is
subject to the limitations and  restrictions of Section 8 hereof and is intended
to qualify as an incentive stock option under Section 422 of the Code.

            (n)  "Non-Incentive  Stock Option" or "Non-ISO" shall mean an option
to purchase  Shares  granted  pursuant to Section 9 hereof,  which option is not
intended to qualify under Section 422 of the Code.

            (o) "Option" shall mean an Incentive  Stock Option or  Non-Incentive
Stock Option  granted  pursuant to this Plan providing the holder of such Option
with the right to purchase Common Stock.

            (p) "Optioned  Stock" shall mean stock subject to an Option  granted
pursuant to the Plan.

            (q) "Optionee" shall mean any person who receives an Option or Award
pursuant to the Plan.

            (r)  "Parent"  shall mean any  present or future  corporation  which
would be a "parent  corporation"  as defined in  Sections  424(e) and (g) of the
Code.

            (s) "Participant" means any director, officer or key employee of the
Corporation  or any Parent or Subsidiary of the  Corporation or any other person
providing  a service to the  Corporation  who is selected  by the  Committee  to
receive an Award, or who by the express terms of the Plan is granted an Award.

            (t) "Plan" shall mean the First  Colorado  Bancorp,  Inc. 1996 Stock
Option Plan.

            (u) "Savings Bank" shall mean First Federal Bank of Colorado, or any
successor corporation thereto.

            (v)   "Share" shall mean one share of the Common Stock.

            (w) "Subsidiary"  shall mean any present or future corporation which
constitutes a "subsidiary  corporation" as defined in Sections 424(f) and (g) of
the Code.


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       3.  Shares  Subject  to the Plan.  Except as  otherwise  required  by the
provisions of Section 13 hereof,  the aggregate number of Shares with respect to
which Awards may be made pursuant to the Plan shall not exceed  1,340,379.  Such
Shares may either be from  authorized but unissued  shares,  treasury  shares or
shares purchased in the market for Plan purposes.

      If an award should expire,  become  unexercisable  or be forfeited for any
reason  prior to its  exercise,  new Awards  may be granted  under the Plan with
respect to the number of Shares as to which such expiration has occurred.

      4.    Six Month Holding Period.
            ------------------------

            Subject to vesting requirements,  if applicable, except in the event
of death or  disability  of the  Optionee,  a minimum of six months  must elapse
between  the  date of the  grant  of an  Option  and the date of the sale of the
Common Stock received through the exercise of such Option.

       5.   Administration of the Plan.
            --------------------------

            (a) (i) Composition of the Committee. Except as indicated in Section
5(a)(ii)  below,  the Plan shall be  administered  by the Committee  which shall
consist of at least three non-employee Directors of the Corporation appointed by
the Board and serving at the pleasure of the Board.  All persons  designated  as
members of the Committee shall be "disinterested  persons" within the meaning of
Rule 16b-3 under the Securities Exchange Act of 1934.

                  (ii) For the  purpose of  granting  Awards to  directors,  the
selection of any  Director to whom Awards may be granted,  as well as the number
of Shares subject to Awards, must be determined by a "disinterested  committee",
as defined in Rule 16b-3 under the Securities Exchange Act of 1934.

            (b) Powers of the Committee.  The Committee is authorized  (but only
to the  extent  not  contrary  to the  express  provisions  of  the  Plan  or to
resolutions adopted by the Board) to interpret the Plan, to prescribe, amend and
rescind  rules and  regulations  relating to the Plan, to determine the form and
content of Awards to be issued  under the Plan and to make other  determinations
necessary or advisable for the  administration  of the Plan,  and shall have and
may  exercise  such other power and  authority  as may be delegated to it by the
Board from time to time. A majority of the entire  Committee shall  constitute a
quorum and the action of a majority  of the  members  present at any  meeting at
which a quorum is present  shall be deemed the  action of the  Committee.  In no
event may the Committee  revoke  outstanding  Awards  without the consent of the
Participant.

            The Chairman of the  Corporation and such other officers as shall be
designated by the Committee are hereby authorized to execute written  agreements
evidencing Awards on behalf of the Corporation and to cause them to be delivered
to the Participants.  Such agreements shall set forth the Option exercise price,
the number of shares of Common Stock subject to such Option, the expiration date
of such Options, and such other terms and restrictions  applicable to such Award
as are determined in accordance with the Plan or the actions of the Committee.

            (c) Effect of Committee's  Decision.  All decisions,  determinations
and  interpretations  of the  Committee  shall be final  and  conclusive  on all
persons affected thereby.


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       6.   Eligibility for Awards and Limitations.
            --------------------------------------

                   (a) The  Committee  shall  from  time to time  determine  the
officers, Directors, key employees and other persons who shall be granted Awards
under  the Plan,  the  number of  Awards  to be  granted  to each such  officer,
Director,  key employee and other  persons  under the Plan,  and whether  Awards
granted  to each such  Participant  under  the Plan  shall be  Incentive  and/or
Non-Incentive  Stock Options.  In selecting  Participants and in determining the
number of Shares of Common  Stock to be  granted to each such  Participant,  the
Committee  may  consider  the  nature  of the  services  rendered  by each  such
Participant,  each such Participant's current and potential  contribution to the
Corporation and such other factors as the Committee may, in its sole discretion,
deem  relevant.  Participants  who have been  granted an Award may, if otherwise
eligible, be granted additional Awards.

                  (b) The aggregate fair market value (determined as of the date
the Option is  granted)  of the Shares  with  respect to which  Incentive  Stock
Options are  exercisable for the first time by each Employee during any calendar
year (under all Incentive  Stock Option plans,  as defined in Section 422 of the
Code,  of the  Corporation  or any present or future Parent or Subsidiary of the
Corporation) shall not exceed $100,000.  Notwithstanding the prior provisions of
this  Section 6, the  Committee  may grant  Options  in excess of the  foregoing
limitations,  provided said Options shall be clearly and specifically designated
as not being Incentive Stock Options.

                  (c) In no event  shall  Shares  subject to Options  granted to
non-employee  Directors in the aggregate under this Plan exceed more than 30% of
the total number of Shares  authorized  for delivery under this Plan pursuant to
Section 3 herein or more than 5% to any individual  non-employee Director. In no
event shall Shares subject to Options  granted to any Employee  exceed more than
25% of the total number of Shares authorized for delivery under the Plan.

       7. Term of the Plan.  The Plan shall continue in effect for a term of ten
(10) years from the Effective Date, unless sooner terminated pursuant to Section
18 hereof.  No Option shall be granted  under the Plan after ten (10) years from
the Effective Date.

       8. Terms and  Conditions  of Incentive  Stock  Options.  Incentive  Stock
Options may be granted only to  Participants  who are Employees.  Each Incentive
Stock Option granted pursuant to the Plan shall be evidenced by an instrument in
such form as the Committee shall from time to time approve. Each Incentive Stock
Option  granted  pursuant to the Plan shall comply with,  and be subject to, the
following terms and conditions:

            (a)   Option Price.

                   (i) The price per Share at which each Incentive  Stock Option
granted  under  the  Plan  may be  exercised  shall  not,  as to any  particular
Incentive  Stock Option,  be less than the fair market value of the Common Stock
on the date that such Incentive Stock Option is granted.  For such purposes,  if
the Common Stock is traded otherwise than on a national  securities  exchange at
the time of the granting of an Option,  then the exercise price per Share of the
Optioned  Stock  shall be not less  than the mean  between  the last bid and ask
price on the date the  Incentive  Stock Option is granted or, if there is no bid
and ask price on said date, then on the immediately  prior business day on which
there was a bid and ask price.  If no such bid and ask price is available,  then
the exercise price per Share shall be determined by the Committee in good faith.
If the Common Stock is listed on a national  securities  exchange at the time of
the granting of an Incentive  Stock  Option,  then the exercise  price per Share
shall be not less than the average of the highest  and lowest  selling  price on
such exchange on the date such

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Incentive  Stock Option is granted or, if there were no sales on said date, then
the exercise  price shall be not less than the mean between the last bid and ask
price on such date.

                  (ii)  In  the  case  of an  Employee  who  owns  Common  Stock
representing more than ten percent (10%) of the outstanding  Common Stock on the
date that the  Incentive  Stock Option is granted,  the  Incentive  Stock Option
exercise  price shall not be less than one hundred and ten percent (110%) of the
fair  market  value of the  Common  Stock on the date that the  Incentive  Stock
Option is granted.

            (b) Payment.  Full payment for each Share of Common Stock  purchased
upon the exercise of any Incentive  Stock Option granted under the Plan shall be
made at the time of exercise of each such  Incentive  Stock  Option and shall be
paid in cash (in United States  Dollars),  Common Stock or a combination of cash
and Common  Stock.  Common  Stock  utilized  in full or  partial  payment of the
exercise price shall be valued at the fair market value at the date of exercise.
The Corporation shall accept full or partial payment in Common Stock only to the
extent  permitted by  applicable  law. No Shares of Common Stock shall be issued
until full payment has been received by the  Corporation,  and no Optionee shall
have any of the  rights of a  stockholder  of the  Corporation  until  Shares of
Common Stock are issued to the Optionee.

            (c) Term of Incentive Stock Option.  The term of  exercisability  of
each Incentive Stock Option granted  pursuant to the Plan shall be not more than
ten (10)  years  from the date  each such  Incentive  Stock  Option is  granted,
provided that in the case of an Employee who owns stock  representing  more than
ten percent  (10%) of the Common  Stock  outstanding  at the time the  Incentive
Stock  Option is granted,  the term of  exercisability  of the  Incentive  Stock
Option shall not exceed five (5) years.

            (d) Exercise  Generally.  Except as otherwise provided in Section 10
hereof,  no Incentive  Stock Option may be exercised  unless the Optionee  shall
have  been in the  employ of the  Corporation  at all times  during  the  period
beginning with the date of grant of any such  Incentive  Stock Option and ending
on the date three (3) months prior to the date of exercise of any such Incentive
Stock Option.  The Committee may impose additional  conditions upon the right of
an Optionee to exercise any Incentive  Stock Option granted  hereunder which are
not   inconsistent   with  the  terms  of  the  Plan  or  the  requirements  for
qualification as an Incentive Stock Option.  Except as otherwise provided by the
terms of the Plan or by action of the  Committee at the time of the grant of the
Options,  the Options  will be first  exercisable  at the rate of 20% on the one
year  anniversary of the date of grant and 20% annually  thereafter  during such
periods of service as an Employee, Director or Director Emeritus.

            (e)  Cashless  Exercise.   Subject  to  vesting   requirements,   if
applicable,  an Optionee who has held an Incentive Stock Option for at least six
months may engage in the  "cashless  exercise"  of the  Option.  Upon a cashless
exercise,  an Optionee gives the  Corporation  written notice of the exercise of
the Option  together with an order to a registered  broker-dealer  or equivalent
third party,  to sell part or all of the Optioned Stock and to deliver enough of
the  proceeds  to the  Corporation  to pay the  Option  exercise  price  and any
applicable  withholding  taxes. If the Optionee does not sell the Optioned Stock
through a registered  broker-dealer  or equivalent third party, the Optionee can
give the Corporation  written notice of the exercise of the Option and the third
party  purchaser of the Optioned Stock shall pay the Option  exercise price plus
any applicable withholding taxes to the Corporation.

            (f) Transferability.  Any Incentive Stock Option granted pursuant to
the Plan shall be exercised  during an Optionee's  lifetime only by the Optionee
to whom it was granted and shall not be  assignable  or  transferable  otherwise
than by will or by the laws of descent and distribution.


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       9.  Terms  and   Conditions  of   Non-Incentive   Stock   Options.   Each
Non-Incentive Stock Option granted pursuant to the Plan shall be evidenced by an
instrument in such form as the Committee  shall from time to time approve.  Each
Non-Incentive Stock Option granted pursuant to the Plan shall comply with and be
subject to the following terms and conditions.

            (a) Options  Granted to  Directors.  Subject to the  limitations  of
Section 6(c),  Non- Incentive  Stock Options to purchase 12,000 shares of Common
Stock  will  be  granted  to each  Director  who is not an  Employee  (excluding
Director Polly Baca) as of the Effective Date, at an exercise price equal to the
fair  market  value of the Common  Stock on such date of grant.  Options  may be
granted to newly  appointed or elected  non-employee  Directors  within the sole
discretion of the Committee.  The Options will be first  exercisable at the rate
of 20% on the one  year  anniversary  of the  Effective  Date  and 20%  annually
thereafter  during such  periods of service as a Director or Director  Emeritus.
Upon the death or  Disability  of the Director or Director  Emeritus,  or upon a
change in control of the Savings Bank or the  Corporation as provided at Section
13(b) herein,  such Option shall be deemed  immediately  100%  exercisable.  The
exercise  price per  Share of such  Options  granted  shall be equal to the fair
market value of the Common Stock at the time such Options are granted.  For such
purposes,  if the Common Stock is traded otherwise than on a national securities
exchange at the time of the granting of the Options, then the exercise price per
Share of the Optioned Stock shall be not less than the mean between the last bid
and ask price on the date the Options are granted or, if there is no bid and ask
price on said date, then on the next prior business day on which there was a bid
and ask  price.  If no such bid and ask price is  available,  then the  exercise
price per Share shall be  determined  by the  Committee  in good  faith.  If the
Common  Stock is listed on a  national  securities  exchange  at the time of the
granting of an Options, then the exercise price per Share shall be not less than
the average of the highest and lowest selling price on such exchange on the date
such  Options  are  granted  or, if there were no sales on said  date,  then the
exercise  price  shall be not less  than the mean  between  the last bid and ask
price on such date.  Such Options shall continue to be exercisable  for a period
of ten  years  following  the  date of grant  without  regard  to the  continued
services of such Directors as a Director or Director  Emeritus.  In the event of
the   Optionee's   death,   such  Options  may  be  exercised  by  the  personal
representative  of his estate or person or persons to whom his rights under such
Option  shall have  passed by will or by the laws of descent  and  distribution.
Unless  otherwise  inapplicable,  or  inconsistent  with the  provisions of this
paragraph,  the Options to be granted to Directors hereunder shall be subject to
all other provisions of this Plan.

            (b) Option Price.  The exercise  price per Share of Common Stock for
each Non-Incentive Stock Option granted pursuant to the Plan, other than Options
granted pursuant to Section 9(a) herein, shall be at such price as the Committee
may determine in its sole discretion,  but in no event less than the fair market
value of such Common Stock on the date of grant as  determined  by the Committee
in good faith.

            (c) Payment.  Full payment for each Share of Common Stock  purchased
upon the exercise of any Non-Incentive Stock Option granted under the Plan shall
be made at the time of  exercise  of each such  Non-Incentive  Stock  Option and
shall be paid in cash (in United States Dollars),  Common Stock or a combination
of cash and Common Stock.  Common Stock  utilized in full or partial  payment of
the  exercise  price  shall be  valued at its fair  market  value at the date of
exercise.  The Corporation  shall accept full or partial payment in Common Stock
only to the extent  permitted by applicable law. No Shares of Common Stock shall
be issued  until  full  payment  has been  received  by the  Corporation  and no
Optionee shall have any of the rights of a stockholder of the Corporation  until
the Shares of Common Stock are issued to the Optionee.


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            (d) Term. The term of  exercisability  of each  Non-Incentive  Stock
Option  granted  pursuant to the Plan shall be not more than ten (10) years from
the date each such Non-Incentive Stock Option is granted.

            (e)  Exercise   Generally.   The  Committee  may  impose  additional
conditions upon the right of any Participant to exercise any Non-Incentive Stock
Option granted  hereunder which is not inconsistent  with the terms of the Plan.
Except  as  otherwise  provided  by the  terms of the Plan or by  action  of the
Committee  at the time of the grant of the  Options,  the Options  will be first
exercisable at the rate of 20% on the one year  anniversary of the date of grant
and 20%  annually  thereafter  during  such  periods of service as an  Employee,
Director or Director Emeritus.

            (f)  Cashless  Exercise.   Subject  to  vesting   requirements,   if
applicable,  an Optionee who has held a Non-Incentive  Stock Option for at least
six months may engage in the "cashless  exercise" of the Option. Upon a cashless
exercise,  an Optionee gives the  Corporation  written notice of the exercise of
the Option  together with an order to a registered  broker-dealer  or equivalent
third party,  to sell part or all of the Optioned Stock and to deliver enough of
the  proceeds  to the  Corporation  to pay the  Option  exercise  price  and any
applicable  withholding  taxes. If the Optionee does not sell the Optioned Stock
through a registered  broker-dealer  or equivalent third party, the Optionee can
give the Corporation  written notice of the exercise of the Option and the third
party  purchaser of the Optioned Stock shall pay the Option  exercise price plus
any applicable withholding taxes to the Corporation.

            (g) Transferability. Any Non-Incentive Stock Option granted pursuant
to the  Plan  shall be  exercised  during  an  Optionee's  lifetime  only by the
Optionee  to whom it was  granted and shall not be  assignable  or  transferable
otherwise than by will or by the laws of descent and distribution.

      10.  Effect of Termination of Employment, Disability or Death on Incentive
           ---------------------------------------------------------------------
Stock Options.
-------------

            (a)  Termination  of  Employment.  In the event that any  Optionee's
employment  with the  Corporation  shall  terminate  for any reason,  other than
Permanent and Total  Disability (as such term is defined in Section  22(e)(3) of
the Code) or death, all of any such Optionee's  Incentive Stock Options, and all
of any such  Optionee's  rights to  purchase or receive  Shares of Common  Stock
pursuant  thereto,  shall  automatically  terminate on (A) the earlier of (i) or
(ii): (i) the respective  expiration  dates of any such Incentive Stock Options,
or (ii) the  expiration of not more than three (3) months after the date of such
termination  of  employment,  or (B) at such later date as is  determined by the
Committee  at the time of the  grant of such  Award  based  upon the  Optionee's
continuing  status as a Director or Director Emeritus of the Savings Bank or the
Corporation,  but only if, and to the extent that,  the Optionee was entitled to
exercise any such  Incentive  Stock Options at the date of such  termination  of
employment,   and  further  that  such  Award  shall   thereafter  be  deemed  a
Non-Incentive  Stock  Option.  In the  event  that a  Subsidiary  ceases to be a
subsidiary of the  Corporation,  the  employment of all of its employees who are
not  immediately  thereafter  employees  of the  Corporation  shall be deemed to
terminate upon the date such subsidiary so ceases to be a Subsidiary.

            (b) Disability. In the event that any Optionee's employment with the
Corporation  shall terminate as the result of the Permanent and Total Disability
of such Optionee, such Optionee may exercise any Incentive Stock Options granted
to the Optionee pursuant to the Plan at any time prior to the earlier of (i) the
respective expiration dates of any such Incentive Stock Options or (ii) the date
which is one (1) year after the date of such termination of employment, but only
if, and to the extent  that,  the  Optionee  was  entitled to exercise  any such
Incentive Stock Options at the date of such termination of employment.

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            (c) Death.  In the event of the death of an Optionee,  any Incentive
Stock Options granted to such Optionee may be exercised by the person or persons
to whom the  Optionee's  rights under any such  Incentive  Stock Options pass by
will or by the laws of descent and distribution (including the Optionee's estate
during the period of administration) at any time prior to the earlier of (i) the
respective expiration dates of any such Incentive Stock Options or (ii) the date
which is two (2) years after the date of death of such Optionee but only if, and
to the extent that,  the  Optionee  was entitled to exercise any such  Incentive
Stock  Options at the date of death.  For  purposes of this Section  10(c),  any
Incentive  Stock Option held by an Optionee  shall be considered  exercisable at
the  date of his  death  if the  only  unsatisfied  condition  precedent  to the
exercisability  of such  Incentive  Stock  Option  at the  date of  death is the
passage of a specified period of time. At the discretion of the Committee,  upon
exercise  of  such  Options  the  Optionee  may  receive  Shares  or  cash  or a
combination thereof. If cash shall be paid in lieu of Shares, such cash shall be
equal to the  difference  between the fair  market  value of such Shares and the
exercise price of such Options on the exercise date.

            (d) Incentive  Stock  Options  Deemed  Exercisable.  For purposes of
Sections  10(a),  10(b) and 10(c) above,  any Incentive Stock Option held by any
Optionee  shall  be  considered  exercisable  at  the  date  of  termination  of
employment if any such  Incentive  Stock Option would have been  exercisable  at
such date of termination of employment without regard to the Permanent and Total
Disability or death of the Participant.

            (e)  Termination  of  Incentive  Stock  Options.  Except  as  may be
specified by the Committee at the time of grant of an Option, to the extent that
any  Incentive  Stock  Option  granted  under  the  Plan to any  Optionee  whose
employment with the Corporation  terminates shall not have been exercised within
the  applicable  period set forth in this Section 10, any such  Incentive  Stock
Option,  and all rights to purchase or receive  Shares of Common Stock  pursuant
thereto,  as the case may be, shall  terminate on the last day of the applicable
period.

      11.  Effect  of  Termination   of  Employment,   Disability  or  Death  on
Non-Incentive  Stock Options.  The terms and conditions of  Non-Incentive  Stock
Options relating to the effect of the termination of an Optionee's employment or
service,  disability  of an  Optionee  or his  death  shall  be such  terms  and
conditions as the Committee shall, in its sole discretion, determine at the time
of termination or service,  unless specifically provided for by the terms of the
Agreement at the time of grant of the Award.

      12. Right of Repurchase and Restrictions on Disposition. The Committee, in
its sole  discretion,  may include,  as a term of any Incentive  Stock Option or
Non-Incentive   Stock  Option,  the  right,  but  not  the  obligation  for  the
Corporation,  to  repurchase  all or any  amount of the  Shares  acquired  by an
Optionee pursuant to the exercise of any such Options (the "Repurchase  Right").
The intent of the Repurchase  Right is to encourage the continued  employment of
the Optionee.  The  Repurchase  Right shall provide for,  among other things,  a
specified  duration of the Repurchase  Right, a specified  price per Share to be
paid  upon  the  exercise  of the  Repurchase  Right  and a  restriction  on the
disposition  of the Shares by the Optionee  during the period of the  Repurchase
Right.  The  Repurchase  Right may permit the  Corporation to transfer or assign
such  Repurchase  Right to another  party.  The  Corporation  may  exercise  the
Repurchase Right only to the extent permitted by applicable law.

      13.   Recapitalization, Merger, Consolidation, Change in Control and Other
            --------------------------------------------------------------------
Transactions.
------------

            (a) Adjustment.  Subject to any required action by the  stockholders
of the Corporation,  within the sole discretion of the Committee,  the aggregate
number of Shares of Common Stock for which Options may be granted hereunder, the
number of Shares of Common Stock covered by

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<PAGE>



each  outstanding  Option,  and the exercise  price per Share of Common Stock of
each such  Option,  shall all be  proportionately  adjusted  for any increase or
decrease  in the  number  of issued  and  outstanding  Shares  of  Common  Stock
resulting from a subdivision or  consolidation  of Shares  (whether by reason of
merger, consolidation, recapitalization, reclassification, split-up, combination
of shares,  or  otherwise)  or the payment of a stock  dividend (but only on the
Common Stock) or any other  increase or decrease in the number of such Shares of
Common Stock  effected  without the receipt or payment of  consideration  by the
Corporation (other than Shares held by dissenting stockholders).

            (b)  Change  in  Control.   All  outstanding   Awards  shall  become
immediately  exercisable in the event of a change in control of the Corporation,
as determined by the Committee,  provided that such  accelerated  vesting is not
inconsistent with applicable  regulations of the Office of Thrift Supervision or
other appropriate  banking regulator at the time of such change in control.  The
Optionee shall, at the discretion of the Committee,  be entitled to receive cash
in an amount equal to the fair market  value of the Common Stock  subject to any
Option  over the Option  exercise  price of such  Option,  in  exchange  for the
surrender  of such Options by the Optionee on the date of such change in control
of the  Corporation.  For purposes of this Section 13, "change in control" shall
mean:  (i) the  execution  of an  agreement  for the sale of all,  or a material
portion,  of the assets of the  Corporation;  (ii) the execution of an agreement
for  a  merger  or   recapitalization  of  the  Corporation  or  any  merger  or
recapitalization  whereby the Corporation is not the surviving  entity;  (iii) a
change in control of the Corporation,  as otherwise defined or determined by the
Office of  Thrift  Supervision  or  regulations  promulgated  by it; or (iv) the
acquisition,  directly or indirectly,  of the beneficial  ownership  (within the
meaning of that term as it is used in Section 13(d) of the  Securities  Exchange
Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five
percent (25%) or more of the outstanding voting securities of the Corporation by
any  person,  trust,  entity or group.  This  limitation  shall not apply to the
purchase  of shares by  underwriters  in  connection  with a public  offering of
Corporation  stock,  or the  purchase  of  shares  of up to 25% of any  class of
securities of the  Corporation  by a  tax-qualified  employee stock benefit plan
which is  exempt  from the  approval  requirements,  set  forth  under 12 C.F.R.
ss.574.3(c)(1)(vi)  as now in effect or as may  hereafter  be amended.  The term
"person"  refers  to  an  individual  or  a  corporation,   partnership,  trust,
association, joint venture, pool, syndicate, sole proprietorship, unincorporated
organization  or any other form of entity not  specifically  listed herein.  The
decision of the  Committee as to whether a change in control has occurred  shall
be conclusive and binding.

            (c) Extraordinary  Corporate Action.  Notwithstanding any provisions
of the Plan to the contrary,  subject to any required action by the stockholders
of the  Corporation,  in the event of any change in  control,  recapitalization,
merger,  consolidation,  exchange of Shares,  spin-off,  reorganization,  tender
offer, partial or complete  liquidation or other extraordinary  corporate action
or event, the Committee, in its sole discretion,  shall have the power, prior or
subsequent to such action or event to:

                   (i) appropriately adjust the number of Shares of Common Stock
subject to each Option, the Option exercise price per Share of Common Stock, and
the  consideration  to be given or received by the Corporation upon the exercise
of any outstanding Option;

                  (ii) cancel any or all previously  granted  Options,  provided
that appropriate  consideration is paid to the Optionee in connection therewith;
and/or

                   (iii) make such other adjustments in connection with the Plan
as  the  Committee,  in  its  sole  discretion,   deems  necessary,   desirable,
appropriate or advisable;  provided,  however,  that no action shall be taken by
the Committee which would cause Incentive Stock Options granted  pursuant to the
Plan to fail to meet the  requirements  of Section  422 of the Code  without the
consent of the Optionee.

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<PAGE>




            Except as  expressly  provided  in Sections  13(a),  13(b) and 13(e)
hereof,  no Optionee shall have any rights by reason of the occurrence of any of
the events described in this Section 13.

            (d) Acceleration. The Committee shall at all times have the power to
accelerate  the  exercise  date of Options  previously  granted  under the Plan;
provided  that such action is not  contrary to  regulations  of the OTS or other
appropriate banking regulator then in effect.

            (e) Non-recurring  Dividends.  Upon  the  payment  of a  special  or
non-recurring  cash  dividend  that has the effect of a return of capital to the
stockholders,   the  Option   exercise   price  per  share   shall  be  adjusted
proportionately.

      14. Time of  Granting  Options.  The date of grant of an Option  under the
Plan  shall,  for all  purposes,  be the date on which the  Committee  makes the
determination of granting such Option. Notice of the grant of an Option shall be
given to each  individual  to whom an Option is so granted  within a  reasonable
time after the date of such grant in a form determined by the Committee.

      15.  Effective  Date.  The Plan shall  become  effective  upon the date of
approval of the Plan by the stockholders of the Corporation, subject to approval
or  non-objection  by the  Office  of Thrift  Supervision,  if  applicable.  The
Committee may make a determination related to Awards prior to the Effective Date
with such Awards to be effective  upon the date of  stockholder  approval of the
Plan.

      16.   Approval by Stockholders. The Plan shall be approved by stockholders
of the Corporation within twelve (12) months before or after the date the Plan
is approved by the Board.

      17.  Modification of Options. At any time and from time to time, the Board
may authorize  the Committee to direct the execution of an instrument  providing
for the modification of any outstanding  Option,  provided no such modification,
extension  or renewal  shall  confer on the  holder of said  Option any right or
benefit  which  could not be  conferred  on the  Optionee  by the grant of a new
Option at such time, or shall not materially  decrease the  Optionee's  benefits
under the Option  without  the  consent of the holder of the  Option,  except as
otherwise permitted under Section 18 hereof.

      18.   Amendment and Termination of the Plan.
            -------------------------------------

            (a) Action by the Board. The Board may alter, suspend or discontinue
the  Plan,  except  that no action of the  Board  may  increase  (other  than as
provided  in Section 13 hereof)  the maximum  number of Shares  permitted  to be
optioned  under  the  Plan,   materially   increase  the  benefits  accruing  to
Participants   under  the  Plan  or  materially   modify  the  requirements  for
eligibility for  participation in the Plan unless such action of the Board shall
be subject to approval or ratification by the stockholders of the Corporation.

            (b) Change in Applicable  Law.  Notwithstanding  any other provision
contained  in the Plan,  in the event of a change in any  federal  or state law,
rule  or  regulation  which  would  make  the  exercise  of all or  part  of any
previously  granted Option  unlawful or subject the  Corporation to any penalty,
the Committee may restrict any such exercise without the consent of the Optionee
or other holder thereof in order to comply with any such law, rule or regulation
or to avoid any such penalty.


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<PAGE>



      19.   Conditions Upon Issuance of Shares.
            ----------------------------------

      (a) Shares  shall not be issued with respect to any Option  granted  under
the Plan unless the  issuance  and delivery of such Shares shall comply with all
relevant  provisions of  applicable  law,  including,  without  limitation,  the
Securities  Act of 1933,  as  amended,  the  rules and  regulations  promulgated
thereunder,  any applicable  state  securities laws and the  requirements of any
stock exchange upon which the Shares may then be listed.

      (b)  The   inability   of  the   Corporation   to  obtain  any   necessary
authorizations,  approvals or letters of non-objection  from any regulatory body
or authority deemed by the  Corporation's  counsel to be necessary to the lawful
issuance and sale of any Shares issuable hereunder shall relieve the Corporation
of any liability with respect to the non-issuance or sale of such Shares.

      (c) As a condition  to the  exercise  of an Option,  the  Corporation  may
require  the  person  exercising  the  Option to make such  representations  and
warranties as may be necessary to assure the  availability  of an exemption from
the registration requirements of federal or state securities law.

      (d) Notwithstanding  anything herein to the contrary, upon the termination
of employment or service of an Optionee by the  Corporation or its  Subsidiaries
for "cause" as defined at 12 C.F.R.  563.39(b)(1)  as determined by the Board of
Directors, all Options held by such Participant shall cease to be exercisable as
of the date of such termination of employment or service.

      (e) Upon the  exercise  of an Option  by an  Optionee  (or the  Optionee's
personal  representative),  the Committee,  in its sole and absolute discretion,
may make a cash  payment to the  Optionee,  in whole or in part,  in lieu of the
delivery  of shares of Common  Stock.  Such cash  payment  to be paid in lieu of
delivery  of Common  Stock  shall be equal to the  difference  between  the Fair
Market  Value of the  Common  Stock on the date of the Option  exercise  and the
exercise  price per share of the Option.  Such cash payment shall be in exchange
for the cancellation of such Option.  Such cash payment shall not be made in the
event that such  transaction  would  result in  liability to the Optionee or the
Corporation  under  Section  16(b) of the  Securities  Exchange Act of 1934,  as
amended, and regulations promulgated thereunder.

      20.   Reservation of Shares.  During the term of the Plan, the Corporation
will  reserve and  keep available a  number of Shares  sufficient to satisfy the
requirements of the Plan.

      21.  Unsecured  Obligation.  No Participant  under the Plan shall have any
interest in any fund or special asset of the  Corporation  by reason of the Plan
or the grant of any  Option  under the Plan.  No trust  fund shall be created in
connection with the Plan or any grant of any Option hereunder and there shall be
no required funding of amounts which may become payable to any Participant.

      22.  Withholding Tax. The Corporation  shall have the right to deduct from
all amounts paid in cash with respect to the cashless  exercise of Options under
the Plan any taxes  required  by law to be  withheld  with  respect to such cash
payments.  Where a  Participant  or other  person is entitled to receive  Shares
pursuant to the exercise of an Option,  the Corporation  shall have the right to
require the  Participant or such other person to pay the  Corporation the amount
of any taxes which the  Corporation is required to withhold with respect to such
Shares,  or, in lieu thereof,  to retain, or to sell without notice, a number of
such Shares sufficient to cover the amount required to be withheld.


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<PAGE>


      23. No Employment  Rights.  No Director,  Employee,  or other person shall
have a right to be selected as a  Participant  under the Plan.  Neither the Plan
nor any action taken by the Board or the Committee in administration of the Plan
shall be construed as giving any person any rights of employment or retention as
an  Employee,  Director,  or in any other  capacity  with the  Corporation,  the
Savings Bank or any other Subsidiary.

      24. Governing  Law.  The  Plan  shall  be  governed  by and  construed  in
accordance  with the laws of the State of  Colorado,  except to the extent  that
federal law shall be deemed to apply.




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