EXHIBIT 10.4



<PAGE>


                     First Federal Savings Bank of Colorado
                           1992 Management Recognition
                            Plan and Trust Agreement

                                    Article I
                                    ---------

                      ESTABLISHMENT OF THE PLAN AND TRUST

      1.01 First  Federal  Savings  Bank of  Colorado  ("Savings  Bank")  hereby
establishes the Management Recognition Plan (the "Plan") and Trust (the "Trust")
upon the terms and conditions  hereinafter stated in this Management Recognition
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  retain  personnel  of
experience and ability in key positions of responsibility  with the Savings Bank
and its  subsidiaries,  by providing  such key employees of the Savings Bank and
its  subsidiaries  with an equity  interest in the Savings Bank, 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.


                                      1

<PAGE>



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

      3.04        "Common  Stock"  means shares of the common  stock,  $1.00 par
value per share, of the Savings Bank.

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

      3.06        "Parent"  shall mean the  parent  corporation  of the  Savings
Bank.

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

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

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

      3.10        "Recipient"  means an Employee who receives a Plan Share Award
under the Plan.

      3.11        "Savings  Bank"  means  the  First  Federal  Savings  Bank  of
Colorado.

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

      3.13        "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 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

                                      2

<PAGE>



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(s) 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 or Trustees  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 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  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  or the
Committee or the Trustee(s) shall be liable for any  determination  made in good
faith with respect to the Plan or any Plan Share Awards  granted  under it. If a
member of the Board or 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  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 Savings Bank
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 Employees shall be permitted.

     5.02         Initial  Investment.  Any funds held by the Trust prior to the
issuance of stock of the Savings Bank as part of the reorganization  transaction
of the Savings Bank shall be

                                      3

<PAGE>



invested  by the  Trustee in such  interest-bearing  account or  accounts at the
Savings Bank as the Trustee shall determine to be appropriate.

      5.03        Investment of Trust Assets as part of Reorganization. Upon the
issuance of stock of the Savings Bank as part of the reorganization  transaction
of the Savings Bank under a mutual holding company ("Reorganization"), the Trust
shall purchase Common Stock of the Savings Bank 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
3% of the  aggregate  shares  of  Common  Stock to be  issued at the time of the
Reorganization to parties other than the parent corporation of the Savings Bank.

      5.04        Effect of Allocations, Returns and Forfeitures Upon Plan Share
Reserves.  Upon the  allocation  of Plan Share Awards under Section 6.02, or the
decision of the  Committee to return Plan Shares to the Savings  Bank,  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 may 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   of  the   Savings   Bank   and  its
Subsidiaries  are  eligible  to  receive  Plan  Share  Awards  within  the  sole
discretion of the Committee.

      6.02        Allocations.   The  Committee  will  determine  which  of  the
Employees referenced in Section 6.01 above will be granted Plan Share Awards and
the number of Shares covered by each Award,  effective upon the  Reorganization,
provided,  however,  that the number of Shares  covered  by such  Awards may not
exceed the number of Shares in the Plan Share Reserve  immediately  prior to the
grant of such Awards, and provided further, that in no event shall any Awards be
made which will violate the  Charter,  Bylaws or Plan of  Reorganization  of the
Savings  Bank or its  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  referenced  in  Section  6.01  above will be
granted  additional  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 eligible  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.

      6.03        Form  of  Allocation.  As  promptly  as  practicable  after  a
determination  is made pursuant to Section 6.02 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

                                      4

<PAGE>



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 and 6.02,  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 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.  Such Plan Share Award shall be earned and non-forfeitable at the rate
of  one-fifth  following  one year after the  Effective  Date and an  additional
one-fifth  following each of the next four successive years,  provided that such
director  remains a member of the Board at such time.  Further,  such Plan Share
Award  shall  be  immediately  non-forfeitable  in the  event  of the  death  or
disability  of such  director,  or a change in  control of the  Savings  Bank as
provided in Section 7.01(d) herein.

                                  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 granting of such Award,  and an
additional one-fifth following each of the next four successive years;  provided
that such Recipient remains an Employee during such period.

      (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 an  Employee  who is
discharged  from the employ of the Savings  Bank or a  Subsidiary  for Cause (as
hereinafter  defined),  or who is discovered after  termination of employment 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  Savings  Bank  or  its  Subsidiaries.   A
determination of "Cause" shall be made by the Board within its sole discretion.

                                      5

<PAGE>




      (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 with the Savings Bank or
a  Subsidiary  terminates  due to  death or  disability  (as  determined  by the
Committee),  shall be deemed earned as of the Recipient's last day of employment
with  the  Savings  Bank  or  Subsidiary  and  shall  be  distributed  as soon a
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" or  "imminent
change in  control"  of the  Savings  Bank and shall be  distributed  as soon as
practicable  thereafter.  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 Savings Bank;  (ii) the execution of an agreement
for a  merger  or  recapitalization  of  the  Savings  Bank  or  any  merger  or
recapitalization  whereby the Savings Bank is not the surviving entity;  (iii) a
change of control of the 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 Savings Bank 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,  "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 Savings Bank. The
decision of the  Committee as to whether a change in control or imminent  change
in control has occurred shall be conclusive and binding.

      7.02        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 initially  granted to such  Recipient and the date the Plan Shares are
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.

      (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 earning thereon) shall be made in cash.


                                      6

<PAGE>



      (c) Withholding. The Trustee may withhold from any cash payment made under
this Plan sufficient amounts to cover any applicable  withholding and employment
taxes, and if the amount of such cash payment is not sufficient, the Trustee may
require the Recipient or Beneficiary  to pay to the Trustee the amount  required
to be withheld as a condition of delivering  the Plan Shares.  The Trustee shall
pay over to the  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  Reorganization  under the
mutual holding company form 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. 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 Reorganization.

      (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 Savings  Bank 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 been
granted,  the Recipient shall be entitled to direct the Trustee as to the voting
of the Plan Shares  which are covered by the Plan Share Award and which have not
yet been earned and 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,  shall be voted by the  Trustee  as  directed  by the
Committee.

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

                                     TRUST

      8.02        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 intent 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

                                      7

<PAGE>



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:

      (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 Trustees  are  authorized  to purchase  Common Stock from
      Savings Bank or from any other source,  and such Common Stock so purchased
      may be outstanding, newly issued, or Treasury shares.

      (b) To invest in 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 court for the  exercise  of any power
herein contained, or give 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

<PAGE>



      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 shall be paid by the Savings Bank.

      8.06  Indemnification.  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  shares  or  other  capital
adjustment,  or other  increase  or decrease  in such  shares  effected  without
receipt or payment of consideration by the Savings Bank.

      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 Savings Bank 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  but not yet  earned  by the
Employees to whom they are  allocated.  However,  the  termination  of the Trust
shall  not  affect a  Recipients  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.

      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 Savings Bank, or any  Subsidiary be subject to any
claim for benefits hereunder.


                                      9

<PAGE>


      9.04        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 Employee to continue in the employ
of the 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 him.

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

     9.07         Effective  Date.  This Plan  shall be as  effective  as of the
effective date of the Reorganization.

     9.08         Term of Plan.  This Plan  shall  remain  in  effect  until the
earlier of (1) termination by the Board,  (2) the  distribution of all assets of
the Trust,  or (3) 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 be treated as grantor  trust of the Savings Bank under the  provisions of
Section 671 et seq. of the  Internal  Revenue  Code,  as the same may be amended
from time to time.