EXHIBIT 10.3


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                         FIRST COLORADO BANCORP, INC.

                            1992 STOCK OPTION PLAN
                            ----------------------



      1.  Purpose  of the Plan.  The Plan  shall be known as the First  Colorado
Bancorp, Inc. 1992 Stock Option Plan (the "Plan"). The purpose of the Plan is to
attract and retain the best  available  personnel for  positions of  substantial
responsibility  and to provide additional  incentive to officers,  directors and
key employees of First Colorado Bancorp, Inc. (the "Company"), and First Federal
Savings Bank of Colorado (the "Savings  Bank"),  or any present or future parent
or subsidiary of the Company 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 Company.

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

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

            (e)  "Common  Stock"  shall mean common  stock,  par value $0.10 per
share, of the Company.

            (f)   "Company" shall mean First Colorado Bancorp, Inc.

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

            (h)   "Director" shall mean a member of the Board of the Company.

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

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

            (k)  "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 under Section 422 of the Code.

           (l)    "Non-Incentive Stock Option" or "Non-ISO" shall mean an option
to purchase Shares

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granted  pursuant to Section 9 hereof,  which  option is not intended to qualify
under Section 422 of the Code.

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

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

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

            (p)  "Parent"  shall mean any  present or future  corporation  which
would be a "parent  corporation" as defined in Subsections 424(e) and (g) of the
Code with respect to the Company.

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

            (r) "Plan" shall mean the First  Colorado  Bancorp,  Inc. 1992 Stock
Option Plan.

            (s) "Savings  Bank"  shall  mean  First  Federal   Savings  Bank  of
Colorado.

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

            (u) "Subsidiary"  shall mean any present or future corporation which
would be a "subsidiary  corporation" as defined in Subsections 424(f) and (g) of
the Code with respect to the Company.

       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 *324,704  Shares.
Such Shares may either be authorized but unissued shares or treasury shares.

      An Award shall not be considered to be made under the Plan with respect to
any Option which terminates prior to its exercise, and new Awards may be granted
under the Plan with respect to the number of Shares as to which such termination
has occurred.

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

            A total of six months must  elapse  between the date of the grant of
an Option and the date of the sale of Common Stock received through the exercise
of an Option.

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

            (a)  (i)  Composition  of the  Committee.  Except  as  indicated  in
paragraph  5(a)(ii)  below,  the Plan  shall be  administered  by the  Committee
consisting of at least three non-employee  Directors of the Company appointed by
the Board and serving at the  pleasure of the Board.  Officers,  Directors,  key
employees  and  other  persons  who are  designated  by the  Committee  shall be
eligible to receive Awards under the Plan, and 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.

--------
* Shares  authorized  as adjusted  for prior  stock  dividend,  the  exercise of
options,  and the share  exchange  resulting  from the  formation of the Company
effective December 29, 1995.

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                  (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  Company  and such other  officers as shall be
designated  by the  Committee  are  hereby  authorized  to  execute  instruments
evidencing  Awards on behalf of the Company and to cause them to be delivered to
the Participants.

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

       6.   Eligibility.
            -----------

                   (a)  Awards  may  be  granted  to  officers,  Directors,  key
employees and other persons. 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 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  pursuant  to each Award
granted  under the Plan,  the  Committee may consider the nature of the services
rendered by each such Participant, each such Participant's current and potential
contribution  to the Company and such other factors as the Committee may, in its
sole  discretion,  deem relevant.  Officers,  Directors,  key employees or other
persons 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  Company or any  present  or future  Parent or  Subsidiary  of the
Company) 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, as defined in Section 422 of the Code.

       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 and every
Incentive  Stock Option  granted  pursuant to the Plan shall comply with, and be
subject to, the following terms and conditions:


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            (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
at the time 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 price per Share of the  Optioned
Stock  shall be not less than the mean  between  the bid and asked  price on the
date the  Incentive  Stock  Option is  granted  or, if there is no bid and asked
price on said date, then on the next prior business day on which there was a bid
and asked price. If no such bid and asked price is available, then the price per
Share shall be determined by the  Committee.  If the Common Stock is listed on a
national  securities  exchange at the time of the granting of an Incentive Stock
Option,  then the  price per Share  shall be not less  than the  average  of the
highest and lowest  selling  price on such  exchange on the date such  Incentive
Stock Option is granted or, if there were no sales on said date,  then the price
shall be not less than the mean between the bid and asked 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 at the
time the Incentive  Stock Option is granted,  the  Incentive  Stock Option price
shall not be less than one  hundred  and ten  percent  (110%) of the fair market
value of the Common Stock at the time 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 its fair market value at the date of exercise.
The Company  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  therefor has been  received by the Company,  and no Optionee
shall have any of the rights of a  stockholder  of the Company  until  Shares of
Common Stock are issued to him.

            (c) Term of Incentive Stock Option. The term of each Incentive Stock
Option  granted  pursuant  to the Plan shall be not more 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 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 Company 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 under Section 422 of the Code.

            (e) Cashless  Exercise.  An Optionee who has held an Incentive Stock
Option  for at least six months may  engage in the  "cashless  exercise"  of the
Option. In a cashless exercise,  an Optionee gives the Company 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 Company to pay the Option  price and any
applicable  withholding  taxes. If the Optionee does not sell the Optioned Stock
through a registered  broker-dealer  or equivalent  third party, he can give the
Company  written  notice of the  exercise  of the  Option  and the  third  party
purchaser of the Optioned  Stock shall pay the Option price plus any  applicable
withholding taxes to the Company.

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            (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.

       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
and every  Non-Incentive  Stock Option granted pursuant to the Plan shall comply
with and be subject to the following terms and conditions.

            (a) Option Price.  The exercise  price per Share of Common Stock for
each  Non-Incentive  Stock Option granted pursuant to the Plan, shall be at such
price as the Committee may determine in its sole discretion.

            (b) 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 Company 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  therefor  has been  received  by the Company and no
Optionee  shall have any of the rights of a stockholder of the Company until the
Shares of Common Stock are issued to him.

            (c)  Term.  The  term 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.

            (d)  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.

            (e)  Cashless  Exercise.  An Optionee  who has held a  Non-Incentive
Stock  Option for at least six months may engage in the  "cashless  exercise" of
the Option. In a cashless exercise, an Optionee gives the Company 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  Company to pay the Option
price and any applicable  withholding  taxes.  If the Optionee does not sell the
Optioned Stock through a registered  broker-dealer or equivalent third party, he
can give the Company  written notice of the exercise of the Option and the third
party  purchaser  of the  Optioned  Stock  shall pay the  Option  price plus any
applicable withholding taxes to the Company.

            (f) 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 Company 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 the earlier of (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,
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

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employment.  In the event that a  subsidiary  ceases to be a  subsidiary  of the
Company,  the  employment  of all of  its  employees  who  are  not  immediately
thereafter  employees of the Company shall be deemed to terminate  upon the date
such subsidiary so ceases to be a Subsidiary of the Company.

            (b) Disability. In the event that any Optionee's employment with the
Company shall  terminate as the result of the Permanent and Total  Disability of
such Optionee, such Optionee may exercise any Incentive Stock Options granted to
him 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.

            (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 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 his
employment if any such  Incentive  Stock Option would have been  exercisable  at
such date of termination of employment.

            (e) Termination of Incentive  Stock Options.  To the extent that any
Incentive  Stock Option granted under the Plan to any Optionee whose  employment
with the Company  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,
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,
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 (the  "Repurchase  Right"),  but not the
obligation,  to  repurchase  all or any  amount  of the  Shares  acquired  by an
Optionee  pursuant  to the  exercise  of any such  Options.  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  Company to  transfer  or assign  such  right to another  party.  The
Company  may  exercise  the  Repurchase  Right only to the extent  permitted  by
applicable law.


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

            (a) Adjustment.  Subject to any required action by the  stockholders
of the Company,  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 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 of consideration by the Company (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 or imminent  change
in control of the Company, as determined by the Committee.  In the event of such
a change in control or imminent  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  Incentive  or
Non-Incentive Stock Option over the Option Price of such Shares, in exchange for
the  surrender  of such  Options by the  Optionee on that date in the event of a
change in control or imminent change in control of the Company.  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
Company;  (ii) the execution of an agreement for a merger or recapitalization of
the  Company or any merger or  recapitalization  whereby  the Company is not the
surviving entity; (iii) a change of control of the Company, 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  Company  by any  person,  trust,  entity or group.  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.  For
purposes of this  Section 13,  "imminent  change in control"  shall refer to any
offer or  announcement,  oral or written,  by any person or persons  acting as a
group,  to acquire  control of the Company.  The decision of the Committee as to
whether a change in control or imminent  change in control has occurred shall be
conclusive and binding.

            (c) Extraordinary  Corporate Action.  Subject to any required action
by the  stockholders  of the  Company,  in the event of any  change in  control,
recapitalization,   merger,   consolidation,   exchange  of  Shares,   spin-off,
reorganization,  tender  offer,  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 exercise  price per Share of Common Stock,  and the
consideration  to be given or received by the Company  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.

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

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            (d) Acceleration. The Committee shall at all times have the power to
accelerate the exercise date of Options previously granted under the Plan.

      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.  Except,  however,  for  purposes  of
compliance  with Section 16 of the Securities  Exchange Act of 1934, the date of
grant of an Option shall be deemed the later of the date of grant or the date of
stockholder approval of the Plan. Notice of the determination 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 effective
date  of  the  federal  stock  charter  of the  Savings  Bank  and  simultaneous
reorganization  of the  Savings  Bank to the mutual  holding  company  corporate
structure  (July 14, 1992).  Options may be granted prior to ratification of the
Plan by the  stockholders of the Savings Bank if the exercise of such Options is
subject to such stockholder ratification.

      16.   Approval by Stockholders. The Plan shall be approved by stockholders
of the Savings Bank within  twelve (12) months before or after the date the Plan
becomes effective.

      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 him 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.  Notwithstanding  anything herein to the contrary,  the
Committee  shall  have the  authority  to cancel  outstanding  Options  with the
consent of the  Optionee  and to reissue new Options at a lower  exercise  price
equal to the then fair market  value per share of Common Stock in the event that
the fair market value per share of Common Stock at any time prior to the date of
exercise of outstanding Options falls below the exercise price of such Options.

      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 Company.

            (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  Incentive  and/or  Non-Incentive  Stock Option  unlawful or
subject the Company 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.

      19.  Conditions  Upon Issuance of Shares.  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 law, including, without
limitation,  the Securities Act of 1933, as amended,  the rules and  regulations
promulgated thereunder, any applicable state securities law and the requirements
of any stock exchange upon which the Shares may then be listed.

      The  inability  of the  Company  to  obtain  from any  regulatory  body or
authority deemed by the Company's counsel to be necessary to the lawful issuance
and sale of any Shares hereunder shall relieve the Company of any

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<PAGE>


liability in respect of the non-issuance or sale of such Shares.

      As a condition to the  exercise of an Option,  the Company 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.

      20.  Reservation of Shares.  During the term of the Plan, the Company 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  Company by reason of the Plan or
the grant of any  Incentive or  Non-Incentive  Stock  Option under the Plan.  No
trust  fund shall be  created  in  connection  with the Plan or any grant of any
Incentive or Non-Incentive Stock Option hereunder and there shall be no required
funding of amounts which may become payable to any Participant.

      22.  Withholding  Tax. The Company 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  pursuant to the Plan,  the Company  shall
have the  right to  require  the  Participant  or such  other  person to pay the
Company the amount of any taxes  which the Company is required to withhold  with
respect to such Shares, or, in lieu thereof,  to retain, or sell without notice,
a number of such Shares sufficient to cover the amount required to be withheld.

     23.    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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