EXHIBIT 10.2


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                     CHANGE IN CONTROL SEVERANCE AGREEMENT
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      THIS CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") entered into this
___th day of  ________________  1995  ("Effective  Date"),  by and between First
Federal Savings Bank of Colorado (the "Savings  Bank") and  ____________________
(the "Employee").

      WHEREAS,  the  Employee  is  currently  employed  by the  Savings  Bank as
______________________________  and is experienced in all phases of the business
of the Savings Bank; and

      WHEREAS,  the parties  desire by this  writing to set forth the rights and
responsibilities  of the Savings  Bank and  Employee if the Savings  Bank should
undergo a change in control (as defined  hereinafter in the Agreement) after the
Effective Date.

      NOW, THEREFORE, it is AGREED as follows:

      1.   Employment.   The  Employee  is  employed  in  the  capacity  as  the
________________________________________ of the Savings Bank. The Employee shall
render such  administrative and management  services to the Savings Bank and any
parent savings and loan holding company ("Parent") as are currently rendered and
as  are  customarily  performed  by  persons  situated  in a  similar  executive
capacity.  The  Employee's  other duties shall be such as the Board of Directors
for the Savings Bank (the "Board of Directors" or "Board") may from time to time
reasonably direct, including normal duties as an officer of the Savings Bank and
the Parent.

      2. Term of Agreement.  The term of this Agreement  shall be for the period
commencing on the Effective Date and ending  thirty-six (36) months  thereafter.
Additionally,  on, or before,  each annual  anniversary  date from the Effective
Date,  the term of this  Agreement  may be extended for an  additional  one year
period  beyond  the then  effective  expiration  date upon a  determination  and
resolution of the Board of Directors  that the  performance  of the Employee has
met the  requirements  and  standards  of the  Board,  and that the term of such
Agreement shall be extended.

      3.    Termination of Employment in Connection with or
            Subsequent to a Change in Control.

      (a) Notwithstanding any provision herein to the contrary,  in the event of
the  involuntary  termination  of Employee's  employment  under this  Agreement,
absent Just Cause, in connection  with, or within twelve (12) months after,  any
Change in  Control of the  Savings  Bank or  Parent,  Employee  shall be paid an
amount equal to 2.99% times the 5 year average compensation paid to the Employee
by the Savings  Bank  (whether  said  amounts  were  received or deferred by the
Employee) and the costs associated with  maintaining  coverage under the Savings
Bank's medical and dental insurance reimbursement

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plans similar to that in effect on the date of  termination  of employment for a
period  of one year  thereafter.  Said  sum  shall be  paid,  at the  option  of
Employee, either in one (1) lump sum within thirty (30) days of such termination
discounted  to the present  value of such payment using as the discount rate the
"prime rate" as published in the Wall Street Journal  Eastern  Edition as of the
date of such payment,  or in periodic payments over the next 12 months, and such
payments shall be in lieu of any other future  payments which the Employee would
be otherwise entitled to receive. Notwithstanding the forgoing, all sums payable
hereunder  shall be  reduced in such  manner and to such  extent so that no such
payments made  hereunder when  aggregated  with all other payments to be made to
the  Employee  by the  Savings  Bank or the  Parent  shall be deemed an  "excess
parachute payment" in accordance with Section 280G of the Internal Revenue Codes
of 1986,  as amended  (the  "Code") and be subject to the excise tax provided at
Section  4999(a) of the Code.  The term "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 Savings Bank or the Parent; (ii) the execution of an agreement for
a merger or  recapitalization of the Savings Bank or the Parent or any merger or
recapitalization  whereby  the Savings  Bank or the Parent is not the  surviving
entity;  (iii) a  change  in  control  of the  Savings  Bank or the  Parent,  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 Savings Bank or the Parent by any person,
trust, entity or group. Notwithstanding the foregoing, a Change in Control shall
not include a transaction whereby First Savings Capital,  MHC merges directly or
indirectly  with and into the Savings  Bank and 100% of the Common  Stock of the
Savings Bank is simultaneously  acquired by a newly  established  parent unitary
savings and loan holding  company.  The term "person" means an individual  other
than the Employee,  or a corporation,  partnership,  trust,  association,  joint
venture, pool, syndicate,  sole proprietorship,  unincorporated  organization or
any other form of entity not specifically listed herein.

      (b)  Notwithstanding any other provision of this Agreement to the contrary
except as  provided at Sections  4(b),  4(c),  4(d),  4(e) and 5,  Employee  may
voluntary  terminate  his  employment  under this  Agreement  within twelve (12)
months following a Change in Control of the Savings Bank or Parent, and Employee
shall  thereupon  be entitled to receive the payment and  benefits  described in
Section 3(a) of this Agreement,  upon the occurrence, or within ninety (90) days
thereafter,  of any of the following events, which have not been consented to in
advance by the  Employee in writing:  (i) if Employee  would be required to move
his personal  residence or perform his principal  executive  functions more than
thirty-five

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(35)  miles  from  the  Employee's  primary  office  as of the  signing  of this
Agreement;  (ii)  if in the  organizational  structure  of the  Savings  Bank or
Parent,  Employee  would be required to report to a person or persons other than
the President of the Savings Bank or Parent; (iii) if the Savings Bank or Parent
should fail to maintain the  Employee's  base  compensation  in effect as of the
date  of the  Change  in  Control  and the  existing  employee  benefits  plans,
including material fringe benefit,  stock option and retirement plans, except to
the  extent  that such  reduction  in  benefit  programs  is part of an  overall
adjustment  in benefits for all employees of the Savings Bank or Parent and does
not disproportionately  adversely impact the Employee; (iv) if Employee would be
assigned duties and  responsibilities  other than those normally associated with
his position as referenced  at Section 1, herein,  for a period of more than six
months;  (v) if Employee's  responsibilities  or authority  have in any way been
materially  diminished or reduced for a period of more than six months,  or (vi)
if Employee  would not be elected or  reelected to the Board of Directors of the
Savings Bank [if applicable].

      4.    Other Changes in Employment Status.
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      (a) Except as provided  for at Section 3,  herein,  the Board of Directors
may terminate the Employee's  employment at any time, but any termination by the
Board of Directors other than  termination  for Just Cause,  shall not prejudice
the Employee's right to compensation or other benefits under the Agreement.  The
Employee shall have no right to receive  compensation  or other benefits for any
period  after  termination  for Just Cause.  Termination  for "Just Cause" shall
include termination because of the Employee's personal dishonesty, incompetence,
willful  misconduct,   breach  of  fiduciary  duty  involving  personal  profit,
intentional failure to perform stated duties, willful violation of any law, rule
or  regulation  (other than  traffic  violations  or similar  offenses) or final
cease- and-desist order, or material breach of any provision of the Agreement.

      (b)  If  the  Employee  is  removed  and/or  permanently  prohibited  from
participating  in the conduct of the Savings  Bank's  affairs by an order issued
under Sections 8(e)(4) or 8(g)(1) of the Federal Deposit  Insurance Act ("FDIA")
(12 U.S.C.  1818(e)(4)  and (g)(1)),  all  obligations of the Savings Bank under
this Agreement shall  terminate,  as of the effective date of the order, but the
vested rights of the parties shall not be affected.

      (c) If the Savings  Bank is in default  (as defined in Section  3(x)(1) of
FDIA) all  obligations  under this Agreement  shall  terminate as of the date of
default,  but  this  paragraph  shall  not  affect  any  vested  rights  of  the
contracting parties.

      (d) All obligations  under this Agreement  shall be terminated,  except to
the extent determined that continuation of this Agreement

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is  necessary  for the  continued  operation  of the  Savings  Bank:  (i) by the
Director of the Office of Thrift Supervision  ("Director of OTS"), or his or her
designee, at the time that the Federal Deposit Insurance Corporation ("FDIC") or
the Resolution Trust Corporation  enters into an agreement to provide assistance
to or on behalf of the Savings  Bank under the  authority  contained  in Section
13(c) of FDIA;  or (ii) by the Director of the OTS, or his or her  designee,  at
the time  that  the  Director  of the OTS,  or his or her  designee  approves  a
supervisory  merger to resolve problems related to operation of the Savings Bank
or when the Savings  Bank is  determined  by the Director of the OTS to be in an
unsafe or unsound condition. Any rights of the parties that have already vested,
however, shall not be affected by such action.

      (e) Notwithstanding  anything herein to the contrary, any payments made to
the Employee  pursuant to the Agreement,  or otherwise,  shall be subject to and
conditioned   upon  compliance  with  12  USC  ss.1828(k)  and  any  regulations
promulgated thereunder.

      5.  Suspension  of  Employment  . If  the  Employee  is  suspended  and/or
temporarily  prohibited from  participating in the conduct of the Savings Bank's
affairs  by a notice  served  under  Section  8(e)(3)  or (g)(1) of the FDIA (12
U.S.C.  1818(e)(3)  and  (g)(1)),  the  Savings  Bank's  obligations  under  the
Agreement  shall  be  suspended  as of the date of  service,  unless  stayed  by
appropriate proceedings. If the charges in the notice are dismissed, the Savings
Bank shall, (i) pay the Employee all or part of the compensation  withheld while
its  contract   obligations  were  suspended  and  (ii)  reinstate  any  of  its
obligations which were suspended.

      6.    Successors and Assigns.
            ----------------------

      (a) This  Agreement  shall inure to the benefit of and be binding upon any
corporate or other  successor of the Savings Bank which shall acquire,  directly
or  indirectly,  by  merger,  consolidation,   purchase  or  otherwise,  all  or
substantially all of the assets or stock of the Savings Bank.

      (b) The Employee  shall be precluded  from  assigning  or  delegating  his
rights or duties  hereunder  without first  obtaining the written consent of the
Savings Bank.

      7.    Amendments.  No amendments or additions to this  Agreement  shall be
binding  upon the  parties  hereto  unless  made in  writing  and signed by both
parties, except as herein otherwise specifically provided.

      8.    Applicable  Law.  This  agreement  shall be governed by all respects
whether as to validity, construction, capacity, performance or otherwise, by the
laws of the State of  Colorado,  except to the extent that  Federal law shall be
deemed to apply.


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      9.    Severability.  The  provisions  of this  Agreement  shall be  deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or enforceability of the other provisions hereof.

      10.  Arbitration.  Any  controversy or claim arising out of or relating to
this  Agreement,  or the breach  thereof,  shall be settled  by  arbitration  in
accordance  with the rules then in effect of the district office of the American
Arbitration  Association ("AAA") nearest to the home office of the Savings Bank,
and  judgment  upon the  award  rendered  may be  entered  in any  court  having
jurisdiction thereof,  except to the extend that the parties may otherwise reach
a mutual  settlement of such issue. The Savings Bank shall incur the cost of all
fees and expenses associated with filing a request for arbitration with the AAA,
whether such filing is made on behalf of the Savings Bank or the  Employee,  and
the costs and  administrative  fees associated with employing the arbitrator and
related  administrative  expenses  assessed by the AAA.  The Savings  Bank shall
reimburse Employee for all reasonable costs and expenses,  including  reasonable
attorneys' fees,  arising from such dispute,  proceedings or actions,  following
the delivery of the decision of the arbitrator finding in favor of the Employee;
provided that if such finding of the  Arbitrator is not in favor of the Employee
then such Employee  shall  reimburse the Savings Bank for the initial filing fee
paid by the Savings Bank to the AAA. A settlement to be approved by the Board of
the Savings Bank or the Parent may include a provision for the  reimbursement by
the  Savings  Bank or  Parent  to the  Employee  for all  reasonable  costs  and
expenses,  including  reasonable  attorneys'  fees,  arising from such  dispute,
proceedings  or  actions,  or the Board of the  Savings  Bank or the  Parent may
authorize such  reimbursement  of such reasonable costs and expenses by separate
action  following  a  settlement  of the  dispute  upon  a  written  action  and
determination  of the Board.  Such  reimbursement  shall be paid within ten (10)
days of Employee furnishing to the Savings Bank or Parent evidence, which may be
in the form, among other things, of a canceled check or receipt, of any costs or
expenses incurred by Employee.

      11.   Entire Agreement.  This Agreement together with any understanding or
modifications  thereof as agreed to in writing by the parties,  shall constitute
the entire agreement between the parties hereto.


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