EXHIBIT 10.6




<PAGE>






                        First Federal Bank of Colorado
                       1996 Management Stock Bonus Plan
                              and Trust Agreement

                                   Article I
                                   ---------

                      ESTABLISHMENT OF THE PLAN AND TRUST

      1.01 First Federal Bank of Colorado  ("Savings  Bank") hereby  establishes
the 1996  Management  Stock Bonus Plan (the "Plan") and Trust (the "Trust") upon
the terms and conditions  hereinafter stated in this Management Stock Bonus Plan
and Trust Agreement (the "Agreement").

      1.02 The Trustee  hereby  accepts  this Trust and agrees to hold the Trust
assets  existing on the date of this  Agreement and all additions and accretions
thereto upon the terms and conditions hereinafter stated.

                                  Article II
                                  ----------

                              PURPOSE OF THE PLAN

      2.01 The  purpose  of the Plan is to  reward  and to retain  personnel  of
experience and ability in key positions of responsibility  with the Savings Bank
and its  subsidiaries,  by providing  such personnel of the Savings Bank and its
subsidiaries  with an equity  interest in the parent  corporation of the Savings
Bank, First Colorado Bancorp, Inc. ("Parent"),  as compensation for their future
professional contributions and service to the Savings Bank and its subsidiaries.

                                  Article III
                                  -----------

                                  DEFINITIONS

      The  following  words and  phrases  when used in this Plan with an initial
capital letter,  unless the context clearly indicates otherwise,  shall have the
meaning as set forth below.  Wherever  appropriate,  the masculine pronoun shall
include the feminine pronoun and the singular shall include the plural.

      3.01 "Beneficiary" means the person or persons designated by the Recipient
to receive any benefits  payable under the Plan in the event of such Recipient's
death.  Such person or persons shall be designated in writing on forms  provided
for this  purpose  by the  Committee  and may be  changed  from  time to time by
similar  written  notice  to  the  Committee.   In  the  absence  of  a  written
designation,  the Beneficiary shall be the Recipient's surviving spouse, if any,
or if none, Recipient's estate.

      3.02  "Board"  means the Board of Directors  of the Savings  Bank,  or any
successor corporation thereto.

      3.03 "Committee" means the Management Stock Bonus Plan Committee appointed
by the Board pursuant to Article IV hereof.

      3.04 "Common  Stock" means shares of the common stock,  $.10 par value per
share, of the Savings Bank or any successor corporation or Parent thereto.


                                        1

<PAGE>



      3.05  "Director" means a member of the Board of the Savings Bank.

      3.06 "Director  Emeritus"  means 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.

      3.07  "Disability"  means 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  current  capacity  as  determined  by the
Committee.

      3.08 "Employee"  means any person who is employed by the Savings Bank or a
Subsidiary.

      3.09 "Effective  Date" shall mean the date of stockholder  approval of the
Plan by the Parent's stockholders.

      3.10  "Parent"  shall  mean  First  Colorado  Bancorp,  Inc.,  the  parent
corporation of the Savings Bank.

      3.11 "Plan  Shares"  means  shares of Common Stock held in the Trust which
are awarded or issuable to a Recipient pursuant to the Plan.

      3.12 "Plan Share  Award" or "Award"  means a right  granted to an Employee
under this Plan to receive Plan Shares.

      3.13 "Plan  Share  Reserve"  means the shares of Common  Stock held by the
Trust pursuant to Sections 5.03 and 5.04.

      3.14  "Recipient"  means any person who  receives a Plan Share Award under
the Plan.

      3.15  "Savings  Bank"  means  First  Federal  Bank  of  Colorado,  and any
successor corporation thereto.

      3.16 "Subsidiary" means those subsidiaries of the Savings Bank which, with
the consent of the Board, agree to participate in this Plan.

      3.17  "Trustee"  or "Trustee  Committee"  means that  person(s)  or entity
nominated by the Committee  and approved by the Board  pursuant to Sections 4.01
and 4.02 to hold  legal  title to the Plan  assets  for the  purposes  set forth
herein.

                                  Article IV
                                  ----------

                          ADMINISTRATION OF THE PLAN

      4.01 Role of the Committee. The Plan shall be administered and interpreted
by the  Committee,  which  shall  consist  of not less than  three  non-employee
members of the Board, which shall have all of the powers allocated to it in this
and other  sections  of the Plan.  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,  as  amended  ("1934  Act").  The
interpretation  and  construction by the Committee of any provisions of the Plan
or of any Plan Share Award  granted  hereunder  shall be final and binding.  The
Committee  shall act by vote or written  consent of a majority  of its  members.
Subject

                                        2

<PAGE>



to the express  provisions and  limitations of the Plan, the Committee may adopt
such rules,  regulations and procedures as it deems  appropriate for the conduct
of its  affairs.  The  Committee  shall  report its actions and  decisions  with
respect to the Plan to the Board at appropriate times, but in no event less than
one time per calendar  year. The Committee  shall  recommend to the Board one or
more  persons or entity to act as Trustee in  accordance  with the  provision of
this Plan and Trust and the terms of Article VIII hereof.

      4.02 Role of the Board. The members of the Committee and the Trustee shall
be appointed  or approved  by, and will serve at the pleasure of the Board.  The
Board  may in its  discretion  from time to time  remove  members  from,  or add
members to, the Committee,  and may remove,  replace or add Trustees.  The Board
shall have all of the powers  allocated to it in this and other  sections of the
Plan,  may take any action under or with respect to the Plan which the Committee
is authorized to take,  and may reverse or override any action taken or decision
made by the Committee under or with respect to the Plan, provided, however, that
the Board may not revoke any Plan Share Award already made except as provided in
Section  7.01(b)  herein.  Members of the Board who are eligible for or who have
been  granted  Plan Share  Awards by the  Committee  may not vote on any matters
affecting  the  administration  of the Plan or the grant of Plan  Shares or Plan
Share Awards  (although such members may be counted in determining the existence
of a quorum at any  meeting  of the  Board  during  which  actions  are  taken).
Further,  with respect to all actions  taken by the Board in regard to the Plan,
such  action  shall be taken by a majority of the Board where such a majority of
the  Directors  acting in the  matter  are  "disinterested  persons"  within the
meaning of Rule 16b-3 promulgated under the 1934 Act.

      4.03 Limitation on Liability. No member of the Board, the Committee or the
Trustee shall be liable for any determination made in good faith with respect to
the Plan or any Plan Share  Awards  granted in  accordance  with the Plan.  If a
member of the Board, the Committee or any Trustee is a party or is threatened to
be  made a  party  to any  threatened,  pending  or  completed  action,  suit or
proceeding,  whether civil,  criminal,  administrative or investigative,  by any
reason  of  anything  done or not  done by him in such  capacity  under  or with
respect to the Plan, the Parent and the Savings Bank shall indemnify such member
against expenses (including attorney's fees), judgments,  fines and amounts paid
in settlement  actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably  believed to be in the best interests of the Parent and its
Subsidiaries  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his conduct was unlawful.

                                   Article V
                                   ---------

                       CONTRIBUTIONS; PLAN SHARE RESERVE

      5.01 Amount and Timing of  Contributions.  The Board of  Directors  of the
Savings  Bank  shall  determine  the  amounts  (or the method of  computing  the
amounts) to be  contributed by the Savings Bank to the Trust  established  under
this  Plan.  Such  amounts  shall  be  paid  to  the  Trustee  at  the  time  of
contribution.  No  contributions  to the Trust by Recipients  shall be permitted
except with respect to amounts necessary to meet tax withholding obligations.

      5.02 Initial  Investment.  Any funds held by the Trust prior to investment
in the Common  Stock shall be  invested by the Trustee in such  interest-bearing
account or accounts at the Savings  Bank as the Trustee  shall  determine  to be
appropriate.


                                        3

<PAGE>



      5.03  Investment  of  Trust  Assets.  Following  approval  of the  Plan by
stockholders  of the  Parent  and  receipt  of any  other  necessary  regulatory
approvals,  the Trust  shall  purchase  Common  Stock of the Parent in an amount
equal to up to 100% of the Trust's  assets,  after  providing  for any  required
withholding as needed for tax purposes,  provided, however, that the Trust shall
not purchase more than 268,075  shares of Common Stock,  representing  2% of the
aggregate  shares of Common  Stock  sold by the  Parent in the  Holding  Company
reorganization  of the Savings  Bank  ("Conversion").  The Trustee may  purchase
shares of Common Stock in the open market or, in the  alternative,  may purchase
authorized but unissued  shares of the Common Stock or treasury  shares from the
Parent sufficient to fund the Plan Share Reserve.

      5.04  Effect of  Allocations,  Returns  and  Forfeitures  Upon Plan  Share
Reserves. Upon the allocation of Plan Share Awards under Sections 6.02 and 6.05,
or the decision of the  Committee to return Plan Shares to the Parent,  the Plan
Share Reserve shall be reduced by the number of Shares  subject to the Awards so
allocated  or returned.  Any Shares  subject to an Award which are not be earned
because of forfeiture  by the Recipient  pursuant to Section 7.01 shall be added
to the Plan Share Reserve.

                                  Article VI
                                  ----------

                           ELIGIBILITY; ALLOCATIONS

      6.01  Eligibility.  Employees  are  eligible to receive  Plan Share Awards
within the sole  discretion of the  Committee.  Directors  shall be awarded Plan
Share Awards in accordance with Section 6.05.

      6.02 Allocations. The Committee will determine which of the Employees will
be granted  Plan Share  Awards and the number of Shares  covered by each  Award,
provided,  however, that in no event shall any Awards be made which will violate
the Charter or Bylaws of the Savings Bank or its Parent or  Subsidiaries  or any
applicable federal or state law or regulation. In the event Shares are forfeited
for any reason or additional Shares are purchased by the Trustee,  the Committee
may, from time to time,  determine  which of the Employees  will be granted Plan
Share Awards to be awarded from forfeited  Shares.  In selecting those Employees
to whom Plan Share  Awards will be granted  and the number of shares  covered by
such  Awards,   the   Committee   shall   consider   the  position   duties  and
responsibilities  of the  Employees,  the value of their services to the Savings
Bank  and its  Subsidiaries,  and any  other  factors  the  Committee  may  deem
relevant.  All actions by the  Committee  shall be deemed  final,  except to the
extent  that such  actions are  revoked by the Board.  Notwithstanding  anything
herein to the contrary, in no event shall any Employee receive Plan Share Awards
in excess of 25% of the aggregate Plan Shares authorized under the Plan.

      6.03 Form of Allocation.  As promptly as practicable after a determination
is made  pursuant  to  Sections  6.02 and 6.05 that a Plan Share  Award is to be
made,  the  Committee  shall notify the Recipient in writing of the grant of the
Award,  the number of Plan Shares covered by the Award, and the terms upon which
the Plan  Shares  subject  to the  award  may be  earned.  The date on which the
Committee so notifies the Recipient shall be considered the date of grant of the
Plan Share Awards. The Committee shall maintain records as to all grants of Plan
Share Awards under the Plan.

      6.04 Allocations Not Required. Notwithstanding anything to the contrary in
Sections  6.01,  6.02, and 6.05, no Employee shall have any right or entitlement
to  receive  a Plan  Share  Award  hereunder,  such  Awards  being at the  total
discretion of the  Committee  and the Board,  nor shall the Employees as a group
have such a right. The Committee may, with the approval of the Board (or, if so

                                        4

<PAGE>



directed by the Board)  return all Common Stock in the Plan Share Reserve to the
Savings Bank at any time, and cease issuing Plan Share Awards.

      6.05 Awards to Directors. Notwithstanding anything herein to the contrary,
upon the  Effective  Date,  a Plan Share Award  consisting  of 1,000 Plan Shares
shall be awarded to each  Director of the Savings Bank that is not  otherwise an
Employee  (excluding Director Polly Baca). Such Plan Share Award shall be earned
and  non-forfeitable at the rate of one-fifth as of the one-year  anniversary of
the Effective Date and an additional  one-fifth  following each of the next four
successive  years  during  such  periods of service  as a Director  or  Director
Emeritus.  Further,  such Plan Share Award shall be immediately  100% earned and
non-forfeitable  in the event of the death or  Disability of such  Director,  or
upon a change in control of the  Savings  Bank or Parent as  provided in Section
7.01(d);  provided  that  such  accelerated  vesting  is not  inconsistent  with
applicable  regulations  of the  Office of Thrift  Supervision  ("OTS") or other
appropriate banking regulator at the time of such change in control.  Subsequent
to the  Effective  Date,  Plan Share  Awards may be awarded to newly  elected or
appointed  Directors of the Savings Bank by the  Committee,  provided that total
Plan Share Awards  granted to  non-employee  Directors of the Savings Bank shall
not exceed 30% of the total Plan Share Reserve in the  aggregate  under the Plan
or 5% of the total Plan Share Reserve to any individual non-employee Director.

                                  Article VII
                                  -----------

            EARNINGS AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS

      7.01  Earnings Plan Shares; Forfeitures.

      (a) General Rules.  Unless the Committee shall  specifically  state to the
contrary at the time a Plan Share Award is  granted,  Plan Shares  subject to an
Award  shall  be  earned  and  non-forfeitable  by a  Recipient  at the  rate of
one-fifth of such Award following one year after the granting of such Award, and
an  additional  one-fifth  following  each of the next  four  successive  years;
provided that such Recipient remains an Employee,  Director or Director Emeritus
during such period. Notwithstanding anything herein to the contrary, in no event
shall a Plan Share Award granted  hereunder be earned and non-  forfeitable by a
Recipient more rapidly than at the rate of one-fifth of such Award as of the one
year anniversary of the date of grant and an additional one-fifth following each
of the next four successive years.

      (b)  Revocation for  Misconduct.  Notwithstanding  anything  herein to the
contrary,  the  Board  may,  by  resolution,  immediately  revoke,  rescind  and
terminate any Plan Share Award,  or portion  thereof,  previously  awarded under
this Plan, to the extent Plan Shares have not been  delivered  thereunder to the
Recipient,  whether  or not  yet  earned,  in the  case  of a  Recipient  who is
discharged  from  the  employ  or  service  of the  Parent,  Savings  Bank  or a
Subsidiary  for Cause  (as  hereinafter  defined),  or who is  discovered  after
termination  of employment or service to have engaged in conduct that would have
justified  termination  for cause.  "Cause" is defined as  personal  dishonesty,
incompetence,  willful  misconduct,  breach of fiduciary duty involving personal
profits,  intentional  failure to perform stated duties,  willful violation of a
material provision of any law, rule or regulation (other than traffic violations
and similar offense), or a material violation of a final  cease-and-desist order
or any other action which results in a substantial financial loss to the Parent,
Savings Bank or its  Subsidiaries.  A determination  of "Cause" shall be made by
the Board within its sole discretion.

      (c) Exception for Terminations Due to Death or Disability. Notwithstanding
the general rule contained in Section 7.01(a) above,  all Plan Shares subject to
a Plan Share  Award held by a Recipient  whose  employment  or service  with the
Parent, Savings Bank or a Subsidiary terminates due to

                                        5

<PAGE>



death or  Disability,  shall  be  deemed  earned  and  nonforfeitable  as of the
Recipient's last date of employment or service with the Parent,  Savings Bank or
Subsidiary and shall be distributed as soon as practicable thereafter.

      (d) Exception for Termination  after a Change in Control.  Notwithstanding
the general rule  contained in Section 7.01 above,  all Plan Shares subject to a
Plan Share  Award held by a  Recipient  shall be deemed to be  immediately  100%
earned and  non-forfeitable  in the event of a "change in control" of the Parent
or Savings  Bank and shall be  distributed  as soon as  practicable  thereafter;
provided  that such  accelerated  vesting is not  inconsistent  with  applicable
regulations  of the OTS or other  appropriate  banking  regulator at the time of
such change in control.  For  purposes of this Plan,  "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 Parent or Savings Bank;  (ii) the execution of an
agreement for a merger or  recapitalization of the Parent or Savings Bank or any
merger  or  recapitalization  whereby  the  Parent  or  Savings  Bank is not the
surviving  entity;  (iii) a change in control of the Parent or Savings  Bank, 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  1934  Act  and the  rules  and  regulations  promulgated
thereunder)  of  twenty-five  percent  (25%) or more of the  outstanding  voting
securities of the Parent or Savings Bank by any person,  trust, entity or group.
This  limitation  shall not apply to the  purchase of shares of up to 25% of any
class of  securities of the Parent or Savings Bank 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.

      7.02  Accrual and Payment of  Dividends.  A holder of a Plan Share  Award,
whether  or not  non-forfeitable,  shall also be  entitled  to receive an amount
equal to any cash  dividends  declared and paid with respect to shares of Common
Stock  represented  by such Plan Share Award  between the date the relevant Plan
Share  Award was  granted  to such  Recipient  and the date the Plan  Shares are
distributed. Such cash dividend amounts shall be held in arrears under the Trust
and  distributed  upon the  earning of the  applicable  Plan Share  Award.  Such
payments  shall also include an appropriate  amount of earnings,  if any, of the
Trust with respect to any cash dividends so distributed.

      7.03  Distribution of Plan Shares.

      (a)  Timing  of  Distributions:   General  Rule.  Except  as  provided  in
Subsections (d) and (e) below, Plan Shares shall be distributed to the Recipient
or his Beneficiary,  as the case may be, as soon as practicable  after they have
been earned. No fractional shares shall be distributed. Notwithstanding anything
herein to the contrary,  at the discretion of the Committee,  Plan Shares may be
distributed  prior to such Shares  being 100%  earned,  provided  that such Plan
Shares shall contain a restrictive  legend detailing the applicable  limitations
of such shares with respect to transfer and forfeiture.

      (b)  Form of  Distribution.  All Plan  Shares,  together  with any  shares
representing stock dividends,  shall be distributed in the form of Common Stock.
One share of Common  Stock shall be given for each Plan Share  earned.  Payments
representing  cash  dividends  (and  earnings  thereon)  shall  be made in cash.
Notwithstanding  anything  within  the Plan to the  contrary,  upon a Change  in
Control  whereby  substantially  all of the Common Stock of the Company shall be
acquired for cash, all Plan Shares  associated with Plan Share Awards,  together
with any shares representing stock dividends  associated with Plan Share Awards,
shall be, at the sole discretion of the Committee, distributed as of

                                        6

<PAGE>



the  effective  date of such Change in Control,  or as soon as  administratively
feasible thereafter,  in the form of cash equal to the consideration received in
exchange for such Common Stock represented by such Plan Shares.

      (c) Withholding. The Trustee may withhold from any payment or distribution
made  under  this Plan  sufficient  amounts  of cash or  shares of Common  Stock
necessary to cover any applicable  withholding and employment  taxes, and if the
amount of such  payment or  distribution  is not  sufficient,  the  Trustee  may
require the Recipient or Beneficiary  to pay to the Trustee the amount  required
to be  withheld in taxes as a  condition  of  delivering  the Plan  Shares.  The
Trustee shall pay over to the Parent,  Savings Bank or Subsidiary  which employs
or  employed  such  recipient  any  such  amount  withheld  from  or paid by the
Recipient or Beneficiary.

      (d) Timing: Exception for 10% Shareholders. Notwithstanding Subsection (a)
above,  no Plan  Shares may be  distributed  prior to the date which is five (5)
years from the effective date of the Savings Bank's Conversion to the extent the
Recipient or Beneficiary, as the case may be, would after receipt of such Shares
own in excess of ten  percent  (10%) of the  issued  and  outstanding  shares of
Common Stock held by parties  other than Parent,  unless such action is approved
in advance by a majority  vote of  disinterested  directors  of the Board of the
Parent.  Any  Plan  Shares  remaining  undistributed  solely  by  reason  of the
operation of this  Subsection  (d) shall be  distributed to the Recipient or his
Beneficiary  on the date  which is five  years  from the  effective  date of the
Savings Bank's Conversion.

      (e) Regulatory Exceptions.  No Plan Shares shall be distributed,  however,
unless and until all of the  requirements  of all  applicable law and regulation
shall have been fully  complied  with,  including the receipt of approval of the
Plan by the  stockholders of the Parent by such vote, if any, as may be required
by applicable law and regulations as determined by the Board.

      7.04 Voting of Plan Shares. After a Plan Share Award has become earned and
non-  forfeitable,  the Recipient  shall be entitled to direct the Trustee as to
the voting of the Plan Shares which are associated with the Plan Share Award and
which have not yet been distributed  pursuant to Section 7.03,  subject to rules
and procedures  adopted by the Committee for this purpose.  All shares of Common
Stock held by the Trust as to which  Recipients  are not entitled to direct,  or
have not directed,  the voting of such Shares,  shall be voted by the Trustee as
directed by the Committee.

                                 Article VIII
                                 ------------

                                     TRUST

      8.01 Trust. The Trustee shall receive, hold,  administer,  invest and make
distributions and disbursements from the Trust in accordance with the provisions
of the  Plan  and  Trust  and the  applicable  directions,  rules,  regulations,
procedures and policies established by the Committee pursuant to the Plan.


      8.02  Management of Trust. It is the intention of this Plan and Trust that
the Trustee shall have complete  authority  and  discretion  with respect to the
management,  control and  investment  of the Trust,  and that the Trustee  shall
invest all assets of the Trust, except those attributable to cash dividends paid
with respect to Plan Shares not held in the Plan Share Reserve,  in Common Stock
to the  fullest  extent  practicable,  and except to the extent that the Trustee
determines  that the holding of monies in cash or cash  equivalents is necessary
to meet the obligations of the Trust. In performing  their duties,  the Trustees
shall have the power to do all things and  execute  such  instruments  as may be
deemed necessary or proper, including the following powers:

                                        7

<PAGE>




      (a) To invest up to one hundred  percent (100%) of all Trust assets in the
      Common Stock without  regard to any law now or hereafter in force limiting
      investments for Trustees or other fiduciaries.  The investment  authorized
      herein may constitute the only investment of the Trust, and in making such
      investment,  the Trustee is authorized  to purchase  Common Stock from the
      Parent or from any other source, and such Common Stock so purchased may be
      outstanding, newly issued, or treasury shares.

      (b) To invest any Trust assets not otherwise  invested in accordance  with
      (a) above in such deposit accounts, and certificates of deposit (including
      those  issued by the  Savings  Bank),  obligations  of the  United  States
      government  or  its  agencies  or  such  other  investments  as  shall  be
      considered the equivalent of cash.

      (c) To sell,  exchange or  otherwise  dispose of any  property at any time
      held or acquired by the Trust.

      (d) To cause  stocks,  bonds or other  securities  to be registered in the
      name of a nominee,  without  the  addition of words  indicating  that such
      security  is an  asset  of  the  Trust  (but  accurate  records  shall  be
      maintained showing that such security is an asset of the Trust).

      (e) To hold cash without interest in such amounts as may be in the opinion
      of the Trustee reasonable for the proper operation of the Plan and Trust.

      (f)   To employ brokers, agents, custodians, consultants and accountants.

      (g) To hire counsel to render advice with respect to their rights,  duties
      and obligations hereunder, and such other legal services or representation
      as they may deem desirable.

      (h)  To  hold  funds  and  securities   representing  the  amounts  to  be
      distributed  to a  Recipient  or his  Beneficiary  as a  consequence  of a
      dispute as to the disposition thereof,  whether in a segregated account or
      held in common with other assets.

      Notwithstanding  anything  herein  contained to the contrary,  the Trustee
shall not be required to make any  inventory,  appraisal or settlement or report
to any court,  or to secure any order of a court for the  exercise  of any power
herein contained, or to maintain bond.

      8.03  Records  and  Accounts.  The Trustee  shall  maintain  accurate  and
detailed records and accounts of all  transactions of the Trust,  which shall be
available at all reasonable  times for inspection by any legally entitled person
or entity  to the  extent  required  by  applicable  law,  or any  other  person
determined by the Committee.

      8.04 Earnings. All earnings, gains and losses with respect to Trust assets
shall be allocated in  accordance  with a  reasonable  procedure  adopted by the
Committee,  to bookkeeping  accounts for Recipients or to the general account of
the Trust,  depending on the nature and allocation of the assets generating such
earnings,  gains and losses.  In  particular,  any  earnings  on cash  dividends
received  with  respect to shares of Common Stock shall be allocated to accounts
for Recipients, except to the extent that such cash dividends are distributed to
Recipients, if such shares are the subject of outstanding Plan Share Awards, or,
otherwise to the Plan Share Reserve.

      8.05  Expenses.  All costs and  expenses  incurred  in the  operation  and
administration of this Plan,  including those incurred by the Trustee,  shall be
paid by the Savings Bank.

                                        8

<PAGE>




      8.06  Indemnification.  Subject to the  requirements  and  limitations  of
applicable  laws  and  regulations,  the  Parent  and  the  Savings  Bank  shall
indemnify, defend and hold the Trustee harmless against all claims, expenses and
liabilities  arising out of or related to the exercise of the  Trustee's  powers
and the  discharge  of their duties  hereunder,  unless the same shall be due to
their gross negligence or willful misconduct.

                                  Article IX
                                  ----------

                                 MISCELLANEOUS

      9.01 Adjustments for Capital Changes.  The aggregate number of Plan Shares
available  for  issuance  pursuant  to the Plan  Share  Awards and the number of
Shares to which any Plan Share Award relates shall be  proportionately  adjusted
for any increase or decrease in the total number of outstanding shares of Common
Stock issued  subsequent to the effective  date of the Plan  resulting  from any
split,  subdivision  or  consolidation  of the  Common  Stock or  other  capital
adjustment, change or exchange of the Common Stock or other increase or decrease
in the  number  or kind  of  shares  effected  without  receipt  or  payment  of
consideration by the Parent.

      9.02 Amendment and  Termination of the Plan. The Board may, by resolution,
at any time,  amend or terminate  the Plan.  The power to amend or terminate the
Plan shall  include  the power to direct the Trustee to return to the Parent all
or any part of the assets of the Trust, including shares of Common Stock held in
the Plan  Share  Reserve,  as well as shares of  Common  Stock and other  assets
subject to Plan Share Awards which have not yet been earned by the Recipients to
whom they have been awarded.  However,  the  termination  of the Trust shall not
affect a Recipient's  right to earn Plan Share Awards and to the distribution of
Common Stock relating thereto,  including  earnings thereon,  in accordance with
the  terms  of  this  Plan  and  the  grant  by  the  Committee  or  the  Board.
Notwithstanding  the foregoing,  no action of the Board may increase (other than
as provided in Section 9.01 hereof) the maximum number of Plan Shares  permitted
to be awarded under the Plan as specified at Section 5.03,  materially  increase
the benefits  accruing to  Recipients  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 ratification by the stockholders of the Parent.

      9.03  Nontransferable.  Plan Share  Awards and rights to Plan Shares shall
not be  transferable  by a Recipient,  and during the lifetime of the Recipient,
Plan Shares may only be earned by and paid to the  Recipient who was notified in
writing of the Award by the Committee  pursuant to Section 6.03. No Recipient or
Beneficiary shall have any right in or claim to any assets of the Plan or Trust,
nor shall the Parent,  Savings Bank,  or any  Subsidiary be subject to any claim
for benefits hereunder.

      9.04 No Employment Rights.  Neither the Plan nor any grant of a Plan Share
Award  or Plan  Shares  hereunder  nor any  action  taken  by the  Trustee,  the
Committee  or the Board in  connection  with the Plan  shall  create  any right,
either  express or  implied,  on the part of any  Recipient  to  continue in the
employ or service of the Parent, Savings Bank, or a Subsidiary thereof.

      9.05 Voting and Dividend  Rights.  No  Recipient  shall have any voting or
dividend  rights of a stockholder  with respect to any Plan Shares  covered by a
Plan Share Award,  except as expressly provided in Sections 7.02 and 7.04 above,
prior to the time said Plan Shares are actually distributed to such Recipient.

      9.06  Governing Law. The Plan and Trust shall be governed by and construed
under the laws of the State of  Colorado,  except to the extent that Federal Law
shall be deemed applicable.

                                        9

<PAGE>




      9.07  Effective  Date.  The  Plan  shall  be  effective  as of the date of
approval of the Plan by  stockholders  of the Parent,  subject to the receipt of
approval or non-objection by the OTS or other applicable banking  regulator,  if
applicable.

      9.08 Term of Plan.  This Plan shall  remain in effect until the earlier of
(i) termination by the Board,  (ii) the distribution of all assets of the Trust,
or (iii) 21 years from the  Effective  Date.  Termination  of the Plan shall not
effect any Plan Share Awards  previously  granted,  and such Awards shall remain
valid and in effect  until  they have been  earned and paid,  or by their  terms
expire or are forfeited.

      9.09 Tax Status of Trust. It is intended that the Trust established hereby
shall be treated as a grantor trust of the Savings Bank under the  provisions of
Section 671 et seq. of the  Internal  Revenue Code of 1986,  as amended,  as the
same may be amended from time to time.


                                       10