[LOGO]




                           HIGH COUNTRY BANCORP, INC.


                                ANNUAL REPORT FOR

                                 THE YEAR ENDED

                                  JUNE 30, 2000


<PAGE>




                     [HIGH COUNTRY BANCORP, INC. LETTERHEAD]



TO OUR STOCKHOLDERS:

     With the  successful  completion of another year, we are pleased to present
this Annual Report to the Stockholders. Management and the Board of Directors of
High Country  Bancorp,  Inc. would like to thank you for your support during the
past year.

     During Fiscal 2000, assets increased $23.7 Million to $137.7 Million.  This
growth was the result of  continued  diversification  of lending and strong loan
demand in the local  economy.  As a result of a 24.5% increase in net income and
stock repurchases of 227,494 shares,  Stockholder's equity is $16 Million. Asset
quality remains good, as good underwriting standards remain in effect.

     There were several major events and  accomplishments  in Fiscal 2000. Stock
repurchases continued,  as we continue to believe that our stock is undervalued.
To date we have repurchased a total of 251,275 shares. We continued  operating a
secondary mortgage department offering competitive interest rates and additional
fee income.  Our Commercial Loan Department has been a successful  competitor in
the local markets. In November, 1999, we organized High Country Title and Escrow
Company,  which continues to increase its business.  We expect that to be a very
profitable  venture.  In February,  2000,  the Bank changed its name from Salida
Building and Loan  Association to High Country Bank. We feel that this allows us
to  more  effectively  market  our  products  and  services  locally  and in the
surrounding  areas.  In  April,  2000,  we moved  our home  office  to the newly
constructed  West Highway 50 location in Salida.  This will allow us to continue
to expand our  operations.  We  continue  to operate a branch  office out of our
downtown Salida location,  as well as house the Title and Escrow Company in that
facility.

     After  serving the local area for 114 years,  we look  forward to assisting
with the future growth within our communities. We are confident of the company's
sound  financial  condition.  We  are  committed  to  our  local  customers  and
communities.  The  Company  is  positioned  to  take  advantage  of  competitive
opportunities  and look  forward  to meeting  the  challenges  of the  financial
services industry.

     We appreciate your support and invite you to review this Annual Report.  We
look forward to the future with great confidence and enthusiasm.


Sincerely,
HIGH COUNTRY BANCORP, INC.

BY   /s/ Larry D. Smith
     --------------------------------------
     Larry D. Smith, President &
       Chief Executive Officer


<PAGE>


                              FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>

                                                          AT JUNE 30,                    CHANGE
                                                 ---------------------------       ---------------------
                                                 2000             1999             AMOUNT       PERCENT
                                                 ----             ----             ------       -------
                                                                   (DOLLARS IN THOUSANDS)
<S>                                              <C>             <C>               <C>           <C>
FINANCIAL POSITION:
  Total assets.................................. $   137,735     $   114,014       23,721        20.81%
  Loans receivable, net.........................     119,898          98,433       21,465        21.81
  Mortgage-backed and related securities........       2,843           3,639         (796)      (21.87)
  Investment securities.........................       1,857           1,201          656        54.62
  Deposits......................................      82,770          72,604       10,166        14.00
  Stockholders' equity..........................      16,108          18,028       (1,920)      (10.65)
  Number of common shares outstanding...........   1,071,225       1,298,719     (227,494)      (17.52)

</TABLE>


<TABLE>
<CAPTION>

                                                  FOR THE YEAR ENDED
                                                        JUNE 30,                  CHANGE
                                                 ---------------------      ---------------------
                                                  2000           1999        AMOUNT      PERCENT
                                                  ----           ----        ------      -------
                                                               (DOLLARS IN THOUSANDS)
<S>                                             <C>           <C>          <C>           <C>
RESULTS OF OPERATIONS:
  Interest income............................   $ 9,536       $ 8,536      $ 1,000       11.72%
  Interest expense...........................     4,499         3,920          579       14.77
  Net interest income........................     5,037         4,616          421        9.12
  Provision for loan losses..................       210           230          (20)      (8.70)
  Net interest income after provision
    for loan losses..........................     4,827         4,386          441       10.05
  Non-interest income........................       590           189          401      212.17
  Non-interest expense.......................     3,752         3,228          524       16.23
  Net earnings...............................     1,046           840          206       24.52
</TABLE>

                                       1

<PAGE>



                 SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA


SELECTED FINANCIAL CONDITION DATA:
<TABLE>
<CAPTION>

                                                                         AT JUNE 30,
                                                -----------------------------------------------------------
                                                   2000         1999         1998         1997        1996
                                                ----------   ----------   ----------   ----------  ---------
                                                                         (DOLLARS IN THOUSANDS)

<S>                                             <C>          <C>          <C>          <C>         <C>
Total assets.................................   $137,735     $114,014     $100,589     $ 76,324    $ 63,185
Cash.........................................      4,393        2,249        2,999          895         511
Interest-earning deposits....................      1,321        4,410        6,963        2,381       1,577
Securities available for sale................         --           --           --           --         989
Securities  held to maturity.................      2,843        3,639        4,637        5,340       6,843
Loans receivable, net........................    119,898       98,433       81,359       63,127      50,076
Savings deposits.............................     82,770       72,604       63,425       56,152      49,537
Stockholders' equity.........................     16,108       18,028       18,279        5,958       5,907
_____________________
Number of:
    Real estate loans outstanding............      1,282        1,231        1,185        1,137       1,054
    Savings accounts.........................     11,839       11,064       10,199        9,126       7,828
    Full-service offices.....................          4            3            3            3           2
</TABLE>



SELECTED OPERATIONS DATA:
<TABLE>
<CAPTION>

                                                                       YEAR ENDED JUNE 30,
                                                --------------------------------------------------------------
                                                   2000          1999         1998         1997         1996
                                                ----------    ----------   ----------   ----------   ---------
                                                                           (IN THOUSANDS)

<S>                                             <C>           <C>           <C>          <C>         <C>
Interest income..............................   $ 9,536       $  8,536      $ 7,033      $  5,764    $  4,948
Interest expense.............................     4,499          3,920        3,266         2,813       2,293
                                                -------       --------      -------      --------    --------
    Net interest income......................     5,037          4,616        3,767         2,951       2,655
Provision for loan losses....................       210            230          219           282          59
                                                -------       --------      -------      --------    --------

    Net interest income after provision
      for loan losses........................     4,827          4,386        3,548         2,669       2,596
                                                -------       --------      -------      --------    --------
Noninterest income...........................       590            189          158           141         146
                                                -------       --------      -------      --------    --------
    Subtotal.................................     5,417          4,575        3,706         2,810       2,742
                                                -------       --------      -------      --------    --------

Noninterest expense:
  Compensation and benefits..................     2,216          1,866        1,506         1,345         868
  Other......................................     1,536          1,362        1,119         1,410         948
                                                -------       --------      -------      --------    --------
  Total noninterest expense..................     3,752          3,228        2,625         2,755       1,816
                                                -------       --------      -------      --------    --------
    Income before taxes......................     1,665          1,347        1,081            55         926
Income tax expense...........................       619            507          428            11         407
                                                -------       --------      -------      --------    --------
    Net income...............................   $ 1,046       $    840      $   653      $     44    $    519
                                                =======       ========      =======      ========    ========
</TABLE>

                                       2

<PAGE>


OPERATING RATIOS
----------------

<TABLE>
<CAPTION>

                                                               AT OR FOR THE YEAR
                                                                  ENDED JUNE 30,
                                                                ----------------
                                                                2000       1999
                                                                ----       ----
PERFORMANCE RATIOS:
<S>                                                           <C>         <C>
Return on assets (ratio of net earnings
  to average total assets).................................      .84%      0.77%

Return on equity (ratio of net earnings
  to average equity) ......................................     6.14       4.61


Ratio of average interest-earning assets to
  average interest-bearing liabilities.....................   110.07     115.52

Ratio of net interest income, after provision
  for loan losses, to noninterest expense..................   128.65     135.87

Net  interest  rate  spread  (difference
  between  weighted  average  yield  on
  interest-earning assets and weighted
  average cost of interest-bearing liabilities)............     3.93       3.88

Net yield on average interest-earning assets...............     4.32       4.47

QUALITY RATIOS:

Non-performing loans to total loans
  at end of period.........................................     0.57       0.28

Non-performing loans to total assets.......................     0.50       0.24

Non-performing assets to total assets
  at end of period.........................................     0.51       0.26

Allowance for loan losses to non-performing
  loans at end of period...................................      147        331

Allowance for loan losses to total loans...................     0.84       0.89

CAPITAL RATIOS:

Equity to total assets at end of period....................    11.69      15.81

Average equity to average assets...........................    13.75      16.86
</TABLE>

                                       3

<PAGE>


                   BUSINESS OF THE COMPANY AND THE ASSOCIATION

HIGH COUNTRY BANCORP, INC.

     High Country Bancorp,  Inc. (the "Company") was incorporated under the laws
of the State of  Colorado  in August  1997 for the purpose of becoming a savings
and loan holding company for Salida Building and Loan Association  which changed
its name to High  Country  Bank (the  "Bank") in February  2000.  On December 9,
1997,  the Bank  consummated  its  conversion  from  mutual  to stock  form (the
"Conversion") and the Company completed its offering of Common Stock through the
sale and issuance of  1,322,500  shares of Common Stock at a price of $10.00 per
share,  realizing  gross  proceeds of $13.2  million  and net  proceeds of $12.7
million.  The Company  purchased  all of the capital stock of the Bank with $5.8
million of the offering proceeds. On May 24, 1999, the Company announced that it
was commencing a stock repurchase  program to acquire up to 10% of the Company's
outstanding  shares of Common Stock,  or up to 132,250  shares,  over a 12-month
period. These repurchases were completed in December 1999. On March 20, 2000 the
Company announced a second stock repurchase  program to acquire up to 10% of the
Company's  outstanding  shares of Common Stock,  or up to 119,025  shares over a
twelve month period. The repurchases were completed in May 2000.

     The Company  engages in no  significant  activity  other than investing the
proceeds of the offering of Common Stock which it retained, holding the stock of
the Bank and  operating the business of a savings and loan  association  through
the Bank.  Accordingly,  the  information  set forth in this  report,  including
financial  statements  and related data,  relates  primarily to the Bank and its
subsidiaries.

     In April 2000 the Company  relocated its executive  offices to its new main
office  located at 7630 West US Highway  50,  Salida,  Colorado.  Its  telephone
number is (719) 539-2516.

     HIGH COUNTRY BANK. The Bank is a federal stock savings and loan association
operating through offices located in Salida (2), Colorado, Buena Vista, Colorado
and Leadville,  Colorado and serving Chaffee, Lake, Western Fremont and Saguache
Counties  in   Colorado.   The  Bank  was   chartered   in  1886  as  the  first
state-chartered  building and loan  association  in Colorado.  The Bank received
federal  insurance  of its deposit  accounts  and became a member of the FHLB in
1937. The Bank became a federally-chartered association on August 16, 1993 under
the name of Salida Building and Loan  Association.  Effective  December 9, 1997,
the Bank became a stock savings and loan association. At June 30, 2000, the Bank
had total assets of $137.7 million,  loans  receivable  (net) of $119.9 million,
total deposits of $82.8 million and equity of $16.1 million.

     Historically, the Bank has operated as a traditional savings institution by
emphasizing the origination of loans secured by one- to four-family  residences.
Since fiscal 1996,  the Bank has  significantly  increased  its  origination  of
consumer,  commercial business and commercial real estate loans, including loans
for the  purchase  and  development  of raw land,  all of which  loans have been
originated in its market area.

     In November 1999,  the Bank  incorporated  a new  subsidiary,  High Country
Title and Escrow Company ("High Country Title").  High Country Title is offering
title insurance and escrow closing services within the Bank's market area.

     The Bank is subject to  examination  and  comprehensive  regulation  by the
Office of Thrift  Supervision  ("OTS"),  and the  Bank's  savings  deposits  are
insured  up to  applicable  limits by the  Savings  Association  Insurance  Fund
("SAIF"),  which is administered by the Federal  Deposit  Insurance  Corporation
("FDIC").  The Bank is a member of and owns  capital  stock in the Federal  Home
Loan Bank  ("FHLB")  of Topeka,  which is one of 12  regional  banks in the FHLB
System.  The Bank is further subject to regulations of the Federal Reserve Board
governing  reserves to be  maintained  and certain  other  matters.  Regulations
significantly affect the operations of the Bank. See "Regulation of the Bank."

     In April  2000 the Bank  relocated  its  executive  offices to its new main
office located at 7360 West US Highway 50, Salida, Colorado 81201-0309. Its main
telephone number is (719) 539-2516.

                                       4

<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

     Prior to the acquisition of all of the  outstanding  stock of the Bank, the
Company had no assets or  liabilities  and  engaged in no  business  activities.
Since its  acquisition  of the Bank,  the Company has engaged in no  significant
activity other than holding the stock of the Bank, investing the net proceeds of
the  offering  and  operating  the  business of a savings  and loan  association
through  the  Bank.  Accordingly,  the  information  set  forth in this  report,
including financial statements and related data, relates primarily to the Bank.

     The principal  business of the Bank consists of accepting deposits from the
general  public and investing  these funds  primarily in loans and in investment
securities and  mortgage-backed  securities.  The Bank's loan portfolio consists
primarily  of loans  secured by  residential  real estate  located in its market
area,  with  terms  of 15 to 30  years,  as  well  as  commercial  real  estate,
commercial business, land development and consumer loans.

     The Bank's net income is dependent  primarily  on its net interest  income,
which is the difference  between interest income earned on its loan,  investment
securities  and  mortgage-backed  securities  portfolio  and  interest  paid  on
interest-bearing  liabilities.  Net  interest  income is  determined  by (i) the
difference  between yields earned on  interest-earning  assets and rates paid on
interest-bearing  liabilities  ("interest  rate  spread")  and (ii) the relative
amounts of interest-earning assets and interest-bearing  liabilities. The Bank's
interest rate spread is affected by regulatory, economic and competitive factors
that  influence  interest  rates,  loan  demand and deposit  flows.  To a lesser
extent,  the Bank's  net income  also is  affected  by the level of  noninterest
expenses such as compensation and employee benefits and FDIC insurance premiums.

     The  operations  of the  Bank  are  significantly  affected  by  prevailing
economic  conditions,  competition  and  the  monetary,  fiscal  and  regulatory
policies of  governmental  agencies.  Lending  activities  are influenced by the
demand  for and  supply of  housing,  competition  among  lenders,  the level of
interest rates and the  availability of funds.  Deposit flows and costs of funds
are  influenced by prevailing  market rates of interest,  primarily on competing
investments, account maturities and the levels of personal income and savings in
the Bank's market area.

ASSET/LIABILITY MANAGEMENT

     The  Bank's  asset/liability  management  strategy  has  been to  emphasize
shorter  term loans and develop a deposit  portfolio  of  transaction  accounts.
Beginning in late fiscal 1999 the Bank began selling  long-term fixed rate loans
in the secondary market.  The Bank's business plan calls for continued  emphasis
on shorter term, adjustable rate loans and sales of long-term fixed rate loans.

     As noted  above,  the Bank is seeking to reduce its  exposure to changes in
interest  rates by  originating  shorter term consumer and  commercial  business
loans with  maturities of no more than 10 years and by selling  long-term  fixed
rate loans. The matching of the Bank's assets and liabilities may be analyzed by
examining  the extent to which its  assets and  liabilities  are  interest  rate
sensitive and by monitoring the expected effects of interest rate changes on the
Bank's net interest income.

     An asset or liability is interest  rate  sensitive  within a specific  time
period if it will  mature or  reprice  within  that time  period.  If the Bank's
assets  mature  or  reprice  more  quickly  or  to a  greater  extent  than  its
liabilities,  the Bank's net portfolio  value and net interest income would tend
to increase  during periods of rising interest rates but decrease during periods
of falling interest rates. If the Bank's assets mature or reprice more slowly or
to a lesser extent than its liabilities,  the Bank's net portfolio value and net
interest  income would tend to decrease  during periods of rising interest rates
but  increase  during  periods of  falling  interest  rates.  As a result of the
interest rate risk inherent in the historical  savings  institution  business of
originating long-term loans funded by short-term deposits,  the Bank has pursued
certain  strategies  designed to decrease the  vulnerability  of its earnings to
material and prolonged changes in interest rates.

                                       5

<PAGE>


INTEREST RATE SENSITIVITY ANALYSIS

     The matching of assets and  liabilities  may be analyzed by  examining  the
extent to which such assets and liabilities are "interest rate sensitive" and by
monitoring  an  institution's  interest  rate  sensitivity  "gap."  An  asset or
liability is said to be interest rate sensitive  within a specific  period if it
will mature or reprice within that period.  The interest rate sensitivity gap is
defined as the difference between the amount of interest-earning assets maturing
or repricing  within a specific  time period and the amount of  interest-bearing
liabilities  maturing or repricing  within that time period. A gap is considered
positive when the amount of interest rate sensitive assets exceeds the amount of
interest rate sensitive liabilities,  and is considered negative when the amount
of interest  rate  sensitive  liabilities  exceeds  the amount of interest  rate
sensitive assets.

     Generally,  during a period of rising  interest rates, a negative gap would
be expected to adversely  affect net interest  income while a positive gap would
be expected to result in an increase in net interest  income,  while  conversely
during a period of declining interest rates, a negative gap would be expected to
result  in an  increase  in net  interest  income  and a  positive  gap would be
expected to adversely  affect net interest  income.  As noted above, the Bank is
attempting  to  improve  its   significant   negative  gap  by  emphasizing  the
origination of shorter-term consumer and commercial business loans.

     NET PORTFOLIO  VALUE.  In recent years,  the Bank has measured its interest
rate sensitivity by computing the "gap" between the assets and liabilities which
were expected to mature or reprice within certain periods,  based on assumptions
regarding loan prepayment and deposit decay rates formerly  provided by the OTS.
However,  the OTS now  requires  the  computation  of  amounts  by which the net
present value of an  institution's  cash flows from assets,  liabilities and off
balance  sheet items (the  institution's  net portfolio  value,  or "NPV") would
change in the event of a range of  assumed  changes  in market  interest  rates.
These   computations   estimate  the  effect  on  an   institution's   NPV  from
instantaneous  and permanent 1% to 3% increases and decreases in market interest
rates. In the Bank's interest rate sensitive policy,  the Board of Directors has
established a maximum  decrease in net interest income and maximum  decreases in
NPV given these instantaneous changes in interest rates.

     The following table sets forth the interest rate  sensitivity of the Bank's
net  portfolio  value  as of  June  30,  2000  in the  event  of  1%,  2% and 3%
instantaneous  and permanent  increases and decreases in market  interest rates,
respectively. These changes are set forth below as basis points, where 100 basis
points equals one percentage point.


<TABLE>
<CAPTION>


                       NET PORTFOLIO VALUE                  NPV AS % OF PORTFOLIO VALUE OF ASSETS
CHANGE         ---------------------------------------      -------------------------------------
IN RATES       $ AMOUNT        $ CHANGE       % CHANGE        NPV RATIO    BASIS  POINT  CHANGE
--------       --------        --------       --------        ---------    --------------------
                        (DOLLARS IN THOUSANDS)

<S>            <C>           <C>                  <C>            <C>             <C>
+ 300 bp       $ 13,583      $  (4,370)           (24)  %        10.09  %        (256)  bp
+ 200 bp         15,087         (2,865)           (16)           11.01           (164)
+ 100 bp         16,595         (1,358)            (8)           11.89            (76)
    0 bp         17,952             --             --            12.65             --
- 100 bp         18,828            876              5            13.08             44
- 200 bp         18,970          1,018              6            13.06             42
- 300 bp         19,219          1,266              7            13.10             45
</TABLE>

                                       6
<PAGE>



     The following table sets forth the interest rate risk capital component for
the Bank at June 30,  2000 given a  hypothetical  200 basis point rate change in
market interest rates.

                                                                   JUNE 30, 2000
                                                                   -------------
Pre-shock NPV Ratio: NPV as % of Portfolio Value of Assets........      12.65%

Exposure Measure: Post-Shock NPV Ratio............................      11.01%

Sensitivity Measure: Change in NPV Ratio..........................      164 bp

     Computations of prospective  effects of hypothetical  interest rate changes
are based on numerous assumptions,  including relative levels of market interest
rates and loan  prepayments,  and should  not be relied  upon as  indicative  of
actual  results.  Further,  the  computations do not contemplate any actions the
Bank may undertake in response to changes in interest rates.

     Certain  shortcomings  are inherent in the method of analysis  presented in
both the  computation  of NPV and in the  analysis  presented  in  prior  tables
setting  forth  the  maturing  and  repricing  of  interest-earning  assets  and
interest-bearing   liabilities.   For  example,   although  certain  assets  and
liabilities may have similar maturities or periods to repricing,  they may react
in differing  degrees to changes in market interest rates. The interest rates on
certain of assets and  liabilities may fluctuate in advance of changes in market
interest  rates,  while interest rates on other assets and  liabilities  may lag
behind changes in market rates.  Based on the above,  net interest income should
decline with instantaneous increases in interest rates while net interest income
should increase with instantaneous  declines in interest rates.  Further, in the
event of a change in interest  rates,  prepayment  and early  withdrawal  levels
would likely deviate significantly from those assumed in the tables.

     The Bank originates  fixed-rate and variable-rate real estate loans and has
historically  held most loans in portfolio  until  maturity.  Because the Bank's
interest-bearing  liabilities  which  mature or  reprice  within  short  periods
substantially exceed its earning assets with similar  characteristics,  material
and prolonged  increases in interest rates generally would adversely  affect net
interest  income,  while  material and  prolonged  decreases  in interest  rates
generally,  but to a lesser  extent  because of their  historically  low levels,
would have the opposite effect.

AVERAGE BALANCE, INTEREST AND AVERAGE YIELDS AND RATES

     The following table sets forth certain  information  relating to the Bank's
average  interest-earning  assets and interest-bearing  liabilities and reflects
the average yield on assets and average cost of liabilities  for the periods and
at the date  indicated.  Such yields and costs are derived by dividing income or
expense by the average monthly  balance of assets or liabilities,  respectively,
for the periods presented. Management does not believe that the use of month-end
balances  instead of daily  balances has caused any material  difference  in the
information presented.

     The  table  also  presents  information  for the  periods  and at the  date
indicated  with respect to the  difference  between the average  yield earned on
interest-earning  assets and average rate paid on interest-bearing  liabilities,
or "interest rate spread," which savings institutions have traditionally used as
an  indicator  of  profitability.  Another  indicator  of an  institution's  net
interest income is its "net yield on interest-earning  assets," which is its net
interest income divided by the average balance of  interest-earning  assets. Net
interest  income is affected  by the  interest  rate spread and by the  relative
amounts  of  interest-earning  assets  and  interest-bearing  liabilities.  When
interest-earning assets approximate or exceed interest-bearing  liabilities, any
positive interest rate spread will generate net interest income.

                                       7

<PAGE>

<TABLE>
<CAPTION>



                                                                                            YEAR ENDED JUNE 30,
                                                                -------------------------------------------------------------------
                                             AT JUNE 30,                    2000                                 1999
                                                2000            -------------------------------   ---------------------------------
                                           ----------------                            AVERAGE                             AVERAGE
                                                     YIELD/       AVERAGE              YIELD/     AVERAGE                   YIELD/
                                           BALANCE    COST        BALANCE    INTEREST   COST      BALANCE     INTEREST       COST
                                           -------    ----        -------    --------   ----      -------     --------       ----
                                                                                 (DOLLARS IN THOUSANDS)
<S>                                      <C>           <C>     <C>          <C>         <C>      <C>            <C>          <C>
INTEREST-EARNING ASSETS:
Interest-bearing deposits..............  $    1,321    6.01%   $    3,511   $     80    2.28%    $   6,596      $    305     4.62%
  Investments..........................       4,700    7.09         4,614        299    6.48         5,386           336     6.24
  Loans................................     119,898    8.57       108,601      9,157    8.43        91,363         7,895     8.64
                                         ----------            ----------   --------             ---------      --------
Total interest-earning assets .........     125,919    8.49       116,726      9,536    8.17       103,345         8,536     8.26
                                                                            --------                            --------
Non-interest-earning assets............      11,816                 7,181                            4,702
                                         ----------            ----------                        ---------
Total assets...........................  $  137,735            $  123,907                        $ 108,047
                                         ==========            ==========                        =========

INTEREST-BEARING LIABILITIES:
  Savings deposits.....................  $   82,770    3.85    $   78,033   $  2,864    3.67     $  68,888      $  2,686     3.90
  FHLB advances........................      36,238    6.40        28,012      1,635    5.84        20,573         1,234     6.00
                                         ----------            ----------   --------             ---------      --------
Total interest-bearing liabilities.....     119,008    4.61       106,045      4,499    4.24        89,461         3,920     4.38
                                                                            --------                            --------
Non-interest bearing liabilities.......       2,619                   826                              364
                                         ----------            ----------                        ---------
Total liabilities......................     121,627               106,871                           89,825
Equity.................................      16,108                17,036                           18,222
                                         ----------            ----------                        ---------
Total liabilities and equity...........  $  137,735            $  123,907                        $ 108,047
                                         ==========            ==========                        =========
Net interest income....................                                     $  5,037                          $  4,616
                                                                            ========                          ========
Net interest rate spread (1)...........                3.88%                              3.93%                              3.88%
                                                       ====                               ====                             ======
Net interest\dividend earning
  assets ..............................                        $   10,681                        $  13,884
                                                               ==========                        =========
Net interest margin (2)................                                                   4.32%                              4.47%
                                                                                          ====                             ======
Average interest-earning assets
  to average interest-bearing
  liabilities (3) .....................                                       110.07%                           115.52%
                                                                            ========                          ========
</TABLE>
(1)  Net interest  rate spread  represents  the  difference  between the average
     yield on  interest-earning  assets and the average rate on interest-bearing
     liabilities.
(2)  Net  interest  margin  represents  net interest  income  divided by average
     interest-earning assets.
(3)  Due to the immaterial  amount of non-accruing  loans,  the balances of such
     loans have been included as interest-earning assets.

                                       8

<PAGE>


RATE/VOLUME ANALYSIS

     The following  table sets forth certain  information  regarding  changes in
interest income and interest expense of the Bank for the periods indicated.  For
each  category  of  interest-earning   asset  and  interest-bearing   liability,
information  is  provided  on changes  attributable  to:  (i)  changes in volume
(changes in volume  multiplied  by old rate);  (ii) changes in rate  (changes in
rate  multiplied by old volume);  and (iii) changes in  rate/volume  (changes in
rate multiplied by changes in volume).
<TABLE>
<CAPTION>

                                                        YEAR ENDED JUNE 30,
                                         ------------------------------------------------
                                                   2000         VS.         1999
                                         ------------------------------------------------
                                                         INCREASE (DECREASE)
                                                               DUE TO
                                         ------------------------------------------------
                                                                     RATE/
                                           VOLUME       RATE         VOLUME      TOTAL
                                           ------       ----         ------      -----
                                                           (IN THOUSANDS)
<S>                                      <C>          <C>          <C>         <C>
INTEREST-EARNING ASSETS:
  Interest-bearing deposits............  $    (143)   $   (154)    $     72    $    (225)

  Investments..........................        (48)         13           (2)         (37)
  Loans................................      1,489        (192)         (35)       1,262
                                         ---------    --------     --------    ---------
    Total interest-earning assets......      1,298        (333)          35        1,000
                                         ---------    --------     --------    ---------
INTEREST-BEARING LIABILITIES:
  Deposits.............................        357        (158)         (21)         178

  FHLB advances........................        446         (33)         (12)         401
                                         ---------    --------     --------    ---------
     Total interest-bearing
       liabilities ....................        803        (191)         (33)         579
                                         ---------    --------     --------    ---------
  Increase (decrease) in net interest
    income.............................  $     495    $   (142)    $     68    $     421
                                         =========    ========     ========    =========
</TABLE>


COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2000 AND JUNE 30, 1999

     The Company's total assets increased by $23.7 million or 20.81% from $114.0
million at June 30, 1999 to $137.7  million at June 30,  2000.  The  increase in
assets was due to loan growth of $21.5 million and property and equipment growth
of  $3.2  million.  The  loan  growth  was  partially  offset  by  decreases  in
interest-bearing deposits and mortgage-backed securities.

     Net loans totaled $119.9 million at June 30, 2000 and $98.4 million at June
30, 1999. The majority of the increase occurred in commercial real estate loans,
which  increased  $10.2  million.  In addition to the growth in commercial  real
estate loans, auto loans increased $2.5 million, commercial loans increased $2.5
million,   residential  mortgage  loans  increased  $3.2  million,   residential
construction  loans  increased by $3.1 million and land loans  increased by $1.4
million.  The growth in loans is due to a strong  local  economy.  The  increase
would have been greater  without  residential  loan sales of $12.0 million.  The
Bank  continued  sales of new fixed rate  residential  loans to the Federal Home
Loan Mortgage Corporation ("FHLMC"). The sales began in order to manage interest
rate risk, compete with mortgage companies and increase fee income.

     The  allowance  for loan losses  totaled  $1.0 million at June 30, 2000 and
$909,000 at June 30,  1999.  As of those dates the  non-performing  loans in the
Bank's   portfolio   were  $533,000  and  $275,000,   respectively.   The  total
non-performing loans at June 30, 2000 included 15 loans secured by single family
residences,  business  equipment  and autos.  The  largest  non-performing  loan
balance was  $172,000.  There were  $121,000 of loans  charged off and $4,000 of
recoveries  of previous  loan losses  during the year ended June 30,  2000.  The
determination  of the  allowance  for  loan  losses  is  based  on  management's
analysis,  performed on a quarterly  basis,  of various  factors,  including the
market value of the underlying  collateral,  growth and  composition of the loan
portfolio,  the  relationship  of the allowance  for loan losses to  outstanding
loans,  historical loss experience,  delinquency trends and

                                       9

<PAGE>

prevailing economic  conditions.  Although management believes its allowance for
loan losses is adequate,  there can be no assurance that  additional  allowances
will not be required or that losses on loans will not be  incurred.  The Company
has had minimal  losses on loans in prior years.  At June 30, 1999 and 2000, the
ratio of the  allowance  for loan  losses to net  loans  was  0.92%  and  0.84%,
respectively.

     At  June  30,   2000,   the   Company's   investment   portfolio   included
mortgage-backed  securities  and local  municipal  bonds  classified as "held to
maturity"  carried an amortized cost of $2.8 million and an estimated fair value
of $2.8 million.  The balance of the Company's  investment portfolio at June 30,
2000 consists of interest bearing deposits with various  financial  institutions
totaling  $1.3  million,  a decrease of $3.1 million  since June 30,  1999.  The
decrease was used to fund loan growth and to repurchase shares of common stock.

     Property and equipment  increased  $3.2 million  during the year ended June
30, 2000. The majority of the increase was associated  with the  construction of
the Bank's new home office in Salida,  Colorado.  The new office opened in April
2000.

     During the year ended June 30, 2000  deposits  increased by 14.00% to $82.8
million at June 30, 2000 from $72.6  million at June 30, 1999.  The increase was
used to fund loan growth.  Management is  continually  evaluating the investment
alternatives  available to the Company's  customers,  and adjusts the pricing on
its savings products to maintain its existing deposits.

     Advances from the Federal Home Loan Bank increased to $36.2 million at June
30, 2000,  from $22.7  million at June 30,  1999.  The increase was used to fund
loan growth.

     Escrow accounts held by High Country Title totaled $1.8 million at June 30,
2000.  The total includes  outstanding  checks from loan closings and funds held
from closings. High Country Title began operations in November 1999.

     The Company announced the commencement of a stock repurchase program on May
24, 1999. The program acquired 10% of the Company's outstanding common stock. At
June 30,  1999 the  Company  had  repurchased  23,781  shares at a total cost of
$285,000. The Company completed the initial repurchase program in December 1999.
On March 20, 2000, the Company  announced a second stock  repurchase  program to
acquire up to 10% of the Company's  outstanding  shares of common stock or up to
119,025 shares.  The Company  completed these repurchases in May 2000, at a cost
of  $1.3  million.  Primarily  due  to  the  repurchases,  stockholders'  equity
decreased  to $16.1  million at June 30,  2000,  from $18.0  million at June 30,
1999.

COMPARISON OF OPERATING RESULTS FOR THE YEAR ENDED JUNE 30, 2000 AND 1999

     NET INCOME.  The  Company's net income for the year ended June 30, 2000 was
$1.0 million compared to $840,000 for the year ended June 30, 1999. The increase
in net  income  resulted  primarily  from  higher  interest  income.  The higher
interest income offset increases in compensation and benefit expenses, occupancy
expenses and other expenses due to growth.

     NET INTEREST  INCOME.  Net interest income for the year ended June 30, 2000
was $5.0 million  compared to $4.6 million for the year ended June 30 1999.  The
increase is attributed to increased  interest earned on interest  earning assets
due to loan growth less the increase in interest  expense due to the increase in
interest  bearing  liabilities.  The average interest rate spread increased from
3.88% for the year  ended  June 30,  1999 to 3.93% for the year  ended  June 30,
2000. The spread increased slightly due to a larger decrease in the average cost
of interest  bearing  liabilities  than the  decrease  in the  average  yield on
interest earning assets. Primarily due to growth in non-interest bearing deposit
accounts,  the average cost of interest bearing liabilities decreased from 4.38%
for the year  ended June 30,  1999 to 4.24% for the year  ended  June 30,  2000.
Average yields on interest earning assets declined from 8.26% for the year ended
June 30,  1999 to 8.17% for the year ended June 30,  2000.  The decline in yield
was due to  lower  rate  refinancing  during  the  beginning  of the  year and a
competitive rate environment.

                                       10
<PAGE>

     ALLOWANCE FOR LOAN LOSSES. The provision for loan losses for the year ended
June 30, 2000 was  $210,000 as compared to $230,000  for the year ended June 30,
1999.  The  provision  during the years ended June 30, 1999 and 2000 reflect the
mix of loans  being made and the need to  maintain  an  adequate  balance in the
allowance for loan losses.

     NON-INTEREST  INCOME.  Non-interest income for the year ended June 30, 2000
was  $590,000  as compared to  $189,000  for the year ended June 30,  1999.  The
increase was due to income from loan sales and an increase in other non-interest
income, which includes loan origination fees and title insurance fees.

     NON-INTEREST  EXPENSES.  The non-interest  expenses for the year ended June
30, 2000 were $3.8 million  compared to $3.2 million for the year ended June 30,
1999. The increase was due to higher compensation and benefit expense associated
with  additional  Bank and High  Country  Title  employees,  occupancy  expenses
associated with the new home office and other expenses primarily associated with
the new bank name and building.

     DIVIDENDS PAID. The Company paid a $0.45 per share dividend during the year
ended June 30, 2000  compared to $0.40 per share  during the year ended June 30,
1999.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's  primary sources of funds consists of deposits,  repayment of
loans  and   mortgage-backed   securities,   maturities   of   investments   and
interest-bearing  deposits, and funds provided form operations.  While scheduled
repayments of loans and mortgage-backed  securities and maturities of investment
securities are predicable  sources of funds,  deposit flows and loan prepayments
are  greatly  influenced  by the  general  level  of  interest  rates,  economic
conditions and competition. The Company uses its liquidity resources principally
to fund existing and future loan commitments,  to fund maturing  certificates of
deposit  and demand  deposit  withdrawals,  to invest in other  interest-earning
assets,  to  maintain  liquidity,  and to meet  operating  expenses.  Management
believes that proceeds from loan  repayments  and other sources of funds will be
adequate to meet the Company's liquidity needs for the immediate future.

     The Bank is required to maintain minimum levels of liquid assets as defined
by OTS regulations.  This  requirement,  which may be varied at the direction of
the OTS depending upon economic  conditions  and deposit flows,  is based upon a
percentage of deposits and short-term borrowings. The required minimum ratio was
5% until November 24, 1997 when the  requirement was lowered to 4%. The Bank has
historically  maintained  a level of  liquid  assets  in  excess  of  regulatory
requirements.  The Bank's  liquidity ratios at June 30, 2000 and 1999 were 6.18%
and 5.39%, respectively.

IMPACT OF INFLATION AND CHANGING PRICES

     The  financial  statements  and  related  data  presented  herein have been
prepared in accordance  with generally  accepted  accounting  principles,  which
require the measurement of financial position and results of operations in terms
of historical  dollars without  considering  changes in the relative  purchasing
power of money over time because of inflation. Unlike most industrial companies,
virtually  all of the asset and  liabilities  of the  Company  are  monetary  in
nature.  As a  result,  interest  rates  have a more  significant  impact on the
Company's performance than the effects of general levels of inflation.  Interest
rates do not necessarily  move in the same direction or in the same magnitude as
the prices of goods and services.

IMPACT OF NEW ACCOUNTING STANDARDS

     ACCOUNTING  FOR  DERIVATIVES  AND  SIMILAR  FINANCIAL  INSTRUMENTS  AND FOR
HEDGING  ACTIVITIES.  In June 1998,  the Financial  Accounting  Standards  Board
issued Statement No. 133, which was  subsequently  amended by Statement No. 139.
The Statement  requires all  derivatives  to be measured at fair value and to be
recognized  as either  assets  or  liabilities  in the  statement  of  financial
condition,  and is  effective  for fiscal years  beginning  after June 15, 2000.
Management has determined the impact of adopting this statement on July 1, 2000,
will not have a material affect on the financial statements.

                                       11
<PAGE>

     In December  1999,  the  Securities  and Exchange  Commission  issued Staff
Accounting Bulletin ("SAB") No. 101. SAB No. 101 summarizes certain areas of the
Staff's views in applying  generally accepted  accounting  principles to revenue
recognition in financial  statements  and is effective for the Company's  fourth
quarter in fiscal 2001.

     In March  2000,  the  Financial  Accounting  Standards  Board  issued  FASB
Interpretation  No. 44,  "Accounting  For Certain  Transactions  Involving Stock
Compensation"  - an  interpretation  of APB  Opinion  No. 25; the  criteria  for
determining  whether a plan qualifies as a noncompensatory  plan; the accounting
consequences  of various  modifications  to the terms of previously  fixed stock
options or awards;  and the  accounting  for an exchange  of stock  compensation
awards in a business combination.  FIN 44 is effective July 1, 2000, but certain
conclusions in FIN 44 cover specific  events that occurred after either December
15, 1998 or January 12, 2000.  Management  has not yet  determined the impact on
the consolidated financial statements or results of operations of the Company of
this new standard.

     ACCOUNTING FOR MORTGAGE-BACKED SECURITIES RETAINED AFTER THE SECURITIZATION
OF MORTGAGE  LOANS HELD FOR SALE BY A MORTGAGE  BANKING  ENTERPRISE.  In October
1998, the Financial  Accounting  Standards  Board issued  Statement No. 134. The
Statement   amends  Financial   Accounting   Standards  No.  65.  Requiring  the
classification of any retained mortgage-backed  securities as trading securities
if the entity commits to sell the securities before or during the securitization
process.  The Company adopted this pronouncement  effective January 1, 1999, and
it did not have an effect on the Company.

                                       12
<PAGE>



                        CONSOLIDATED FINANCIAL STATEMENTS
                   HIGH COUNTRY BANCORP, INC. AND SUBSIDIARIES

                                                                      PAGE

Independent Auditors' Report                                           14

Consolidated Statements of Financial Condition as of
  June 30, 2000 and 1999                                               15

Consolidated Statements of Income for the Years Ended
  June 30, 2000 and 1999                                               16

Consolidated Statements of Equity for the Years Ended
  June 30, 2000 and 1999                                               17

Consolidated Statements of Cash Flows for the Years Ended
  June 30, 2000 and 1999                                               18

Notes to Consolidated Financial Statements                             19


                                       13

<PAGE>

                   [LETTERHEAD OF GRIMSLEY, WHITE & COMPANY]


                          INDEPENDENT AUDITORS' REPORT



Board of Directors
High Country Bancorp, Inc.
Salida, Colorado

We have audited the accompanying  consolidated statements of financial condition
of High  Country  Bancorp,  Inc. as of June 30,  2000 and 1999,  and the related
consolidated  statements  of income,  equity,  and cash flows for the years then
ended.  These  consolidated  financial  statements are the responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position  of High  Country
Bancorp, Inc. as of June 30, 2000 and 1999 and the results of its operations and
its cash flows for the years then ended in conformity  with  generally  accepted
accounting principles.




                            /s/ Grimsley, White & Company
                            GRIMSLEY, WHITE & COMPANY



La Junta, Colorado
August 25, 2000




                                       14
<PAGE>
                           HIGH COUNTRY BANCORP, INC.

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                             JUNE 30, 2000 AND 1999
<TABLE>
<CAPTION>


                            ASSETS                                               2000            1999
                                                                           -------------     -------------
<S>                                                                          <C>               <C>
Cash and amounts due from banks                                              $ 4,392,623       $ 2,248,971
Interest- bearing deposits at other institutions                               1,320,918         4,409,949
Mortgage-backed securities, held to maturity                                   2,642,889         3,328,789
Securities held to maturity                                                      200,000           310,000
Loans receivable - net                                                       119,897,542        98,433,182
Federal Home Loan Bank stock, at cost                                          1,857,000         1,201,300
Accrued interest receivable                                                      825,109           801,223
Property and equipment, net                                                    6,071,939         2,863,725
Mortgage servicing rights                                                         22,361            22,496
Prepaid expenses and other assets                                                458,530           386,664
Deferred income taxes                                                             46,300             7,400
                                                                           -------------     -------------
            TOTAL ASSETS                                                   $ 137,735,211     $ 114,013,699
                                                                           =============     =============

                    LIABILITIES AND EQUITY
LIABILITIES
Deposits                                                                    $ 82,770,398      $ 72,604,408
Advances by borrowers for taxes and insurance                                     11,316            18,015
Escrow accounts                                                                1,833,388                --
Accounts payable and other liabilities                                           762,553           656,030
Advances from Federal Home Loan Bank                                          36,238,333        22,685,000
Accrued income taxes payable                                                      11,574            22,014
                                                                           -------------     -------------
            TOTAL LIABILITIES                                                121,627,562        95,985,467
                                                                           -------------     -------------
Commitments and contingencies

EQUITY
Preferred stock- $.01 par value; authorized 1,000,000
   shares; no shares issued or outstanding                                            --                --
Common stock-$.01 par value; authorized 3,000,000 shares;
   issued and outstanding 1,071,225 (2000)and 1,298,719
   shares (1999)                                                                  10,712            12,987
Paid-in capital                                                                9,720,159        12,426,953
Retained earnings - substantially restricted                                   7,433,495         6,868,120
Note receivable from ESOP Trust                                                 (732,665)         (838,465)
Deferred MRP stock awards                                                       (324,052)         (441,363)
                                                                           -------------     -------------
            TOTAL EQUITY                                                      16,107,649        18,028,232
                                                                           -------------     -------------
            TOTAL LIABILITIES AND EQUITY                                   $ 137,735,211     $ 114,013,699
                                                                           =============     =============
</TABLE>

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                       15
<PAGE>
                           HIGH COUNTRY BANCORP, INC.

                        CONSOLIDATED STATEMENTS OF INCOME

                       YEARS ENDED JUNE 30, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                          2000           1999
                                                                      -----------     -----------
<S>                                                                   <C>             <C>
Interest Income
      Interest on loans                                               $ 9,156,941     $ 7,895,000
      Interest on securities held-to-maturity                             193,795         254,651
      Interest on other interest- bearing assets                          185,682         385,997
                                                                      -----------     -----------

                  Total interest income                                 9,536,418       8,535,648
                                                                      -----------     -----------
Interest Expense
      Deposits                                                          2,863,665       2,686,082
      Federal Home Loan Bank advances                                   1,635,234       1,234,111
                                                                      -----------     -----------

                  Total interest expense                                4,498,899       3,920,193
                                                                      -----------     -----------

                  Net interest income                                   5,037,519       4,615,455
Provision for losses on loans                                             209,800         229,781
                                                                      -----------     -----------
                  Net income after provision
                        for loan losses                                 4,827,719       4,385,674
                                                                      -----------     -----------
Noninterest Income
      Service charges on deposits                                         155,355         142,878
      Loans sold                                                          203,064              --
      Other                                                               231,478          46,504
                                                                      -----------     -----------
                  Total noninterest income                                589,897         189,382
                                                                      -----------     -----------
Noninterest Expense
     Compensation and benefits                                          2,216,093       1,865,538
     Occupancy and equipment                                              754,025         643,524
     Insurance and professional fees                                      236,221         237,383
     Other                                                                546,233         481,784
                                                                      -----------     -----------
                  Total noninterest expense                             3,752,572       3,228,229
                                                                      -----------     -----------
                  Income before income taxes                            1,665,044       1,346,827

                  Income tax expense                                      618,600         507,304
                                                                      -----------     -----------
                  Net income                                          $ 1,046,444     $   839,523
                                                                      ===========     ===========

Basic Earnings Per Common Share                                       $      0.96     $      0.69
                                                                      ===========     ===========
Diluted Earning Per Common Share                                      $      0.96     $      0.69
                                                                      ===========     ===========
Weighted Average Common Shares Outstanding
     Basic                                                              1,090,233       1,220,410
     Diluted                                                            1,090,233       1,220,410
Dividends Paid Per Share                                              $     0.450      $    0.400
</TABLE>


                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                       16

<PAGE>
                           HIGH COUNTRY BANCORP, INC.

                        CONSOLIDATED STATEMENTS OF EQUITY

                       YEARS ENDED JUNE 30, 2000 AND 1999

<TABLE>
<CAPTION>

                                                                                   NOTE           DEFERRED
                                 COMMON         PAID-IN          RETAINED       RECEIVABLE          STOCK
                                  STOCK         CAPITAL          EARNINGS          ESOP            AWARDS
                                 --------     ------------     -----------       ----------      ---------
<S>                              <C>          <C>              <C>               <C>             <C>
BALANCES JUNE 30, 1998           $ 13,225     $ 12,690,438     $ 6,519,509       $ (944,265)     $      --

     Net income                                                    839,523


     Management recognition
     plan stock purchase                                                                          (551,721)

     MRP stock awards                                                                              110,358

     ESOP contribution                              21,596

     ESOP note payment                                                              105,800

     Stock purchased and
      retired                        (238)        (285,081)

     Dividends paid                                               (490,912)

                                 --------     ------------     -----------       ----------      ---------
BALANCES JUNE 30, 1999             12,987       12,426,953       6,868,120         (838,465)      (441,363)

     Net income                                                  1,046,444

     MRP stock awards                                 (766)                                        117,311

     ESOP contribution                              14,934

     ESOP note payment                                                              105,800

     Stock purchased and
      retired                      (2,275)      (2,720,962)

     Dividends paid                                               (481,069)

                                 --------     ------------     -----------       ----------      ---------
BALANCES JUNE 30, 2000           $ 10,712     $  9,720,159     $ 7,433,495       $ (732,665)     $(324,052)
                                 ========     ============     ===========       ==========      =========
</TABLE>

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                       17
<PAGE>

                           HIGH COUNTRY BANCORP, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                       YEARS ENDED JUNE 30, 2000 AND 1999

<TABLE>
<CAPTION>

                                                                                2000           1999
                                                                            -----------    -----------
<S>                                                                         <C>              <C>
      Operating Activities
            Net income                                                      $ 1,046,444      $ 839,523
            Adjustments to reconcile net income to net cash provided
                  by operating activities:
            Amortization of:
                  Deferred loan origination fees                                (95,477)      (102,655)
                  Premiums on investments                                         5,741         13,955
            Compensation expense on ESOP shares                                 105,800        105,800
            Compensation expense on Management Recognition Plan                 117,311        110,358
            Stock dividend received from FHLB                                   (45,300)       (80,100)
            ESOP market value expense                                            14,168         21,596
            Provision for losses on loans                                       209,800        230,000
            Deferred income taxes                                               (38,900)       (54,700)
            Depreciation                                                        224,810        189,212
            Income taxes                                                        (10,440)      (266,126)
            Net change in miscellaneous assets                                  (95,617)      (121,314)
            Net change in miscellaneous liabilities                             106,523         89,389
                                                                            -----------    -----------
                  Net cash provided by operating activities                   1,544,863        974,938
                                                                            -----------    -----------
      Investing Activities
            Net change in interest bearing deposits                           3,089,031      2,553,181
            Net change in loans receivable                                  (21,578,683)   (17,201,231)
            Principal repayments of securities-held-to-maturity                 790,159        983,859
            Purchase of Federal Home Loan Bank stock                           (610,400)       (55,700)
            Purchases of property and equipment                              (3,433,024)      (577,164)
            Purchase of Management Recognition Plan Stock                            --       (551,721)
                                                                            -----------    -----------
                  Net cash used by investing activities                     (21,742,917)   (14,848,776)
                                                                            -----------    -----------
      Financing Activities
            Net change in deposits                                           10,165,990      9,179,695
            Net change in escrow funds                                        1,826,689        (74,939)
            Purchase of common stock                                         (2,723,237)      (285,319)
            Cash dividends paid                                                (481,069)      (490,912)
            Proceeds (payment) on FHLB advances                              13,553,333      4,795,000
                                                                            -----------    -----------
                    Net cash provided by financing activities                22,341,706     13,123,525
                                                                            -----------    -----------
                    Net decrease in cash and cash equivalents                 2,143,652       (750,313)

      Cash and cash equivalents, beginning                                    2,248,971      2,999,284
                                                                            -----------    -----------
      Cash and cash equivalents, ending                                     $ 4,392,623    $ 2,248,971
                                                                            ===========    ===========

      Supplemental disclosure of cash flow information
      Cash paid for:
           Taxes                                                            $   667,940    $   828,130
           Interest                                                           4,503,612      3,909,387

</TABLE>

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                       18
<PAGE>

                           HIGH COUNTRY BANCORP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE -1   OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          The  following is a  description  of the more  significant  accounting
          policies which High Country Bancorp, Inc. ( the Company and its wholly
          owned  subsidiary  High Country Bank formerly Salida Building and Loan
          Association  (the Bank) and its wholly owned  subsidiary  High Country
          Title and  Escrow  Company  follow in  preparing  and  presenting  the
          consolidated financial statements.

          Basis of Presentation
          The  consolidated  financial  statements  include the  accounts of the
          Company and its wholly  owned  subsidiary  High  Country  Bank and its
          wholly owned  subsidiary  High Country Title and Escrow  Company.  All
          significant   intercompany   accounts  and   transactions   have  been
          eliminated.

          Organization
          High  Country  Bank (the  Bank) is a federal  stock  savings  and loan
          association  with its main  office  in  Salida,  Colorado  and  branch
          offices in  Salida,  Leadville  and Buena  Vista,  Colorado.  The Bank
          provides a variety of  financial  services to the area it serves.  Its
          primary deposit products are  interest-bearing  checking  accounts and
          certificates  of deposit,  and its primary  lending  products are real
          estate mortgages, consumer and commercial loans.

          High Country Title & Escrow Company provides title, escrow and closing
          services primarily in Chaffee and Lake Counties.

          The Company's  purpose is to act as a holding company with the Bank as
          its sole subsidiary.  The Company's principal business is the business
          of the  Bank,  title  and  escrow  transactions  of the  wholly  owned
          subsidiary of the bank, and holding investments.

          Savings  deposits  of the  Bank are  insured  by the  Federal  Deposit
          Insurance  Corporation  ("FDIC") up to certain  limitations.  The Bank
          pays a premium to FDIC for the insurance of such savings.

          Use of Estimates
          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect  the  reported  amounts  of assets  and
          liabilities and disclosure of contingent assets and liabilities at the
          date of the financial  statements and the reported amounts of revenues
          and expenses during the reporting period.  Actual results could differ
          from those estimates.

          Investment Securities and Mortgage-Backed Securities
          Securities  Held to  Maturity.  Bonds and notes for which the entities
          have the positive  intent and ability to hold to maturity are reported
          at cost,  adjusted for premiums and discounts  that are  recognized in
          interest income using the interest method over the period to maturity.

          Securities Available for Sale.  Available-for-sale  securities consist
          of bonds  and  notes  not  classified  as  trading  securities  nor as
          held-to-maturity securities.

          Unrealized holding gains and losses, net of tax, on available-for-sale
          securities  are  reported as a net amount in a separate  component  of
          shareholders' equity until realized.

          Gains and  losses  on the sale of  available-for-sale  securities  are
          determined using the specific-identification method.

          Declines  in  the  fair  value  of  individual   held-to-maturity  and
          available-for-sale  securities  below  their  cost that are other than
          temporary would result in write-downs of the individual  securities to
          their fair value.  Should the entities incur  write-downs they will be
          included in earnings as realized losses.

                                       19
<PAGE>

                           HIGH COUNTRY BANCORP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE -1   OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
          Premiums and  discounts are  recognized  in interest  income using the
          interest method over the period to maturity.

          Federal Home Loan Bank Stock
          The  stock is an  equity  interest  in the  Federal  Home Loan Bank of
          Topeka.  The Bank, as a member of the FHLB, is required to maintain an
          investment in capital stock of the FHLB. The stock is carried at cost,
          as its cost is assumed to equal its market value.  FHLB stock can only
          be sold at par value to the FHLB or to another member institution. The
          FHLB  declares  cash and  stock  dividends.  The stock  dividends  are
          recognized as income due to the fact they are  redeemable at par value
          ($100 per share) from the FHLBs or another member institution.

          Loans
          Loans are stated at unpaid principal balances,  less the allowance for
          loan losses, net of deferred loan fees and loans in process.

          Loan  origination  and  commitment  fees,  as well as  certain  direct
          origination  costs,  are deferred and amortized as a yield  adjustment
          over  the  lives of the  related  loans  using  the  interest  method.
          Amortization  of  deferred  loan fees is  discontinued  when a loan is
          placed on nonaccrual status.

          Loans are placed on nonaccrual  status when  principal and interest is
          delinquent for 90 days or more.  Uncollectible interest on these loans
          is charged off, or an allowance is established,  based on management's
          periodic  evaluation,  by a charge  to  interest  income  equal to all
          interest previously accrued. Income is subsequently recognized only to
          the extent that cash payments are received.

          Management  has  determined  that first  mortgage loans on one-to-four
          family  properties,  home  equity,  second  mortgage  loans,  and  all
          consumer loans are large groups of  smaller-balance  homogenous  loans
          that are collectively evaluated.  Accordingly,  such loans are outside
          the scope of Statement Nos. 114 and 118.

          Management considers an insignificant delay, which is determined as 90
          days by the  Association,  will not cause a loan to be  classified  as
          impaired.  A loan is not impaired  during a period of delay in payment
          if the  Association  expects  to collect  all  amounts  due  including
          interest  accrued at the  contractual  interest rate for the period of
          delay. All loans identified as impaired are evaluated independently by
          management.

          Allowance for Loan Losses
          The  allowance  for loan losses is  maintained  at a level  which,  in
          management's  judgment,  is adequate to absorb losses  inherent in the
          loan  portfolio.  The amount of the allowance is based on management's
          evaluation of the collectibility of the loan portfolio,  including the
          nature of the  portfolio,  credit  concentrations,  specific  impaired
          loans,  and  economic  conditions.  The  allowance  is  increased by a
          provision for loan losses, which is charged to expense, and reduced by
          charge-offs,   net  of  recoveries.   Such  provisions  are  based  on
          management's  estimate  of net  realizable  value or fair value of the
          collateral, as applicable. These estimates are susceptible to economic
          changes  that  could  result in a  material  adjustment  to results of
          operations  in the near term.  Recovery of the carrying  value of such
          loans is dependent to a great  extent on  economic,  operational,  and
          other conditions that may be beyond the Bank's control.

          Loan Servicing
          The cost of mortgage  servicing  rights is amortized in proportion to,
          and over the period of, estimated net servicing  revenues.  Impairment
          of mortgage  servicing  rights is assessed  based on the fair value of
          those rights.  Fair values are estimated  using  discounted cash flows
          based on a current market interest rate.

                                       20
<PAGE>

                           HIGH COUNTRY BANCORP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE -1   OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

          Property and Equipment
          Property   and   equipment   are  stated  at  cost  less   accumulated
          depreciation.   Depreciation   is  calculated   using   primarily  the
          straight-line  method over the  estimated  useful lives of the related
          assets.  Estimated useful lives of furniture,  fixtures, and equipment
          range from two to ten years;  buildings  and  improvements  range from
          five to forty years.

          Income Taxes
          Income taxes are provided in accordance with SFAS No. 109,  Accounting
          for Income Taxes.  Under the provisions of SFAS No. 109,  deferred tax
          assets and liabilities  are recorded based on the differences  between
          the financial  statement and tax bases of assets and  liabilities  and
          the tax rates  which  will be in effect  when  these  differences  are
          expected to reverse.  If appropriate,  deferred tax assets are reduced
          by a valuation allowance which reflects  expectations of the extent to
          which such assets will be realized.  The Company and its  subsidiaries
          file individual income tax returns.

          Financial Instruments
          Off-balance sheet instruments.  In the ordinary course of business the
          Bank  has  entered  into  off-balance   sheet  financial   instruments
          consisting of  commitments to extend  credit,  and standby  letters of
          credit.  Such  financial  instruments  are  recorded in the  financial
          statements when they are funded.

          Fair Values of Financial Instruments
          The  following  methods and  assumptions  were used by the entities in
          estimating fair values of financial instruments as disclosed herein:

          Cash and  short-term  instruments.  The  carrying  amounts of cash and
          short-term instruments approximate fair values.

          Available-for-sale  and held-to-maturity  securities.  Fair values for
          securities,  excluding  restricted  equity  securities,  are  based on
          quoted  market  prices.  The  carrying  values  of  restricted  equity
          securities approximate fair values.

          Loans receivable.  For variable-rate loans that reprice frequently and
          have no  significant  change in credit risk,  fair values are based on
          carrying-values.  Fair  values for  mortgage  loans,  consumer  loans,
          commercial  real  estate  and  commercial  loans are  estimated  using
          discounted  cash flow analysis,  using interest rates  currently being
          offered for loans with similar  terms to  borrowers of similar  credit
          quality. Fair values for impaired loans are estimated using discounted
          cash flow analysis or underlying collateral values, where applicable.

          Deposit  Liabilities.  The fair values  disclosed for demand  deposits
          are,  by  definition,  equal to the  amount  payable  on demand at the
          reporting  date.  The carrying  amounts of  variable-rate,  fixed-term
          money-market  accounts and  certificates of deposit (CDs)  approximate
          their fair values at the reporting  date.  Fair values for  fixed-rate
          CDs are  estimated  using a  discounted  cash  flow  calculation  that
          applies  interest rates  currently  being offered on certificates to a
          schedule of aggregated expected monthly maturities on time deposits.

          Advances from Federal Home Loan Bank. The fair values are based on the
          borrowing rates and remaining maturities.

          Cash Equivalents
          For the purpose of  reporting  cash flows,  cash and cash  equivalents
          include  cash on hand,  amounts due from banks,  and  interest-bearing
          deposits  at other  institutions.  The  Company  considers  all highly
          liquid debt  instruments  with original  maturities of three months or
          less to be cash equivalents.

                                       21
<PAGE>

                           HIGH COUNTRY BANCORP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE-1    OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

          Earnings Per Share
          The Company adopted Financial Accounting Standards Board Statement No.
          128  relating to  earnings  per share.  The  statement  requires  dual
          presentations  of basic and diluted  earnings per share on the face of
          the income  statement.  Basic EPS excludes dilution and is computed by
          dividing   income   available   to   common    stockholders   by   the
          weighted-average  number of common shares  outstanding for the period.
          Diluted  EPS  reflects  the  potential  dilution  that could  occur if
          securities or other  contracts to issue common stock were exercised or
          converted  into common  stock or  resulted  in the  issuance of common
          stock that then shares in the earnings of the entity.

          Advertising Costs
          Advertising costs are charged to expense as incurred.

NOTE-2    SECURITIES
          Securities are classified in categories and accounted for as follows:

          Mortgage-Backed Securities Held-to-Maturity
          The  amortized  cost  and  estimated  fair  value  of  mortgage-backed
          held-to-maturity  securities at June 30, 2000 and 1999 are as follows:
<TABLE>
<CAPTION>

                                                       Gross             Gross
                                    Amortized        Unrealized       Unrealized           Fair
    2000                              Cost              Gains           Losses             Value
-----------                         -----------      -----------       -----------      -----------
<S>                                 <C>              <C>               <C>              <C>
Mortgage-backed securities
   GNMA certificates                $   791,340      $         0       $    (3,442)     $   787,898
   FHLMC certificates                   426,071            7,814            (6,582)         427,303
   FNMA certificates                  1,425,478           14,927           (17,244)       1,423,161
                                    -----------      -----------       -----------      -----------
                                    $ 2,642,889      $    22,741       $   (27,268)     $ 2,638,362
                                    ===========      ===========       ===========      ===========
<CAPTION>


                                                        Gross            Gross
                                    Amortized        Unrealized       Unrealized           Fair
    1999                              Cost              Gains           Losses             Value
-----------                         -----------      -----------       -----------      -----------
<S>                                 <C>              <C>               <C>              <C>
Mortgage-backed securities
   GNMA certificates                $   981,640      $     9,970       $         0      $   991,610
   FHLMC certificates                   772,886           15,151            (7,703)         780,334
   FNMA certificates                  1,574,263           16,282            (6,890)       1,583,655
                                    -----------      -----------       -----------      -----------
                                    $ 3,328,789      $    41,403       $   (14,593)     $ 3,355,599
                                    ===========      ===========       ===========      ===========
</TABLE>

          Expected  maturities will differ from contractual  maturities  because
          borrowers  may have the  right to call or prepay  obligations  with or
          without call or prepayment penalties.

          Securities Held-to-Maturity
          The  amortized  cost and  estimated  fair  value  of  held-to-maturity
          securities are as follows:

<TABLE>
<CAPTION>

                                                        Gross            Gross
                                    Amortized        Unrealized       Unrealized           Fair
    2000                              Cost              Gains           Losses             Value
------------                      ------------     -------------     -------------    -------------
<S>                               <C>              <C>               <C>              <C>
Chaffee County School
   District Bonds                 $     200,000    $           0     $         (53)   $     199,947
                                  =============    =============     ==============   =============

                                                        Gross            Gross
                                    Amortized        Unrealized       Unrealized           Fair
    1999                              Cost              Gains           Losses             Value
------------                      ------------     -------------     -------------    -------------
Chaffee County School
   District Bonds                 $     310,000    $         308     $           0    $     310,308
                                  =============    =============     =============    =============
</TABLE>

                                       22
<PAGE>

                           HIGH COUNTRY BANCORP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE-2    SECURITIES (Continued)
          The amortized cost and fair value of debt securities  held-to-maturity
          as of June 30, 2000, by contractual maturity, is as follows:


                                               Amortized           Fair
Held-to-Maturity Debt Securities                 Cost              Value
--------------------------------             -------------    -------------
Due in less than one year                    $     200,000    $     199,947
                                             =============    =============

          At June 30, investments with a carrying value of $2,156,158 (2000) and
          $2,662,732  (1999) were pledged as  collateral  for deposits of public
          funds.

NOTE-3    LOANS RECEIVABLE
          Loans receivable at June 30, are summarized as follows
<TABLE>
<CAPTION>

                                                                      2000                1999
                                                                ----------------    ---------------
<S>                                                             <C>                 <C>
Loans secured by real estate:
   One-to-four family residences                                $     67,150,191    $    63,964,498
   Commercial real estate                                             18,694,660          8,504,406
   Construction                                                        7,522,069          4,468,486
   Land                                                                4,601,407          3,208,715
                                                                ----------------    ---------------

   Total Loans Secured by Real Estate                                 97,968,327         80,146,105

Consumer loans, net of discounts                                      14,386,438         11,920,807
Loans collateralized by savings accounts                                 587,521            691,448
Commercial loans                                                      11,601,910          9,057,554
Other loans                                                               21,115             14,763
                                                                ----------------    ---------------
   Total Loans                                                       124,565,311        101,830,677

Less:
   Undisbursed portion of loans in process                             3,069,165          1,953,837
   Deferred loan origination fees                                        595,844            534,187
   Allowance for loan losses                                           1,002,760            909,471
                                                                ----------------    ---------------
   Loans Receivable, Net                                        $    119,897,542    $    98,433,182
                                                                ================    ===============
</TABLE>

The changes in the allowance for loan losses were as follows:
<TABLE>
<CAPTION>
                                                                      2000                1999
                                                                ----------------    ---------------
<S>                                                             <C>                 <C>
Balance, beginning of year                                      $        909,471    $       751,123
Provision for losses                                                     210,000            230,000
Recoveries                                                                 4,493             14,176
Losses incurred                                                         (121,204)           (85,828)
                                                                ----------------    ---------------
Balance, end of year                                            $      1,002,760    $       909,471
                                                                ================    ===============
</TABLE>


          At  June  30,  the  Bank  had   adjustable   interest  rate  loans  of
          approximately  $5,933,000 (2000) and $4,713,000 (1999). The adjustable
          rate loans have interest rate adjustment limitations and are generally
          indexed to the 1-year U.S.  Treasury  Note rate or prime rate.  Future
          market  factors  may  affect  the  correlation  of the  interest  rate
          adjustment  with the rates the Bank  pays on the  short-term  deposits
          that have been primarily utilized to fund these loans.

          Loans for which  interest  accruals had been  discontinued  at June 30
          were approximately $533,000 (2000) and $275,000 (1999). If interest on
          these  loans had been  accrued,  such  interest  would have  increased
          income by immaterial amounts.

          As of  June  30,  2000,  $1,131,855  of  loans  had  been  pledged  as
          collateral for deposits of public funds.

          Loans receivable at June 30 include loans to officers and directors of
          approximately  $1,510,000 (2000) and $1,575,000  (1999).  For the year
          ended June 30,  2000,  $696,000 of new loans were made and payments of
          $761,000 were received.

                                       23
<PAGE>

                           HIGH COUNTRY BANCORP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE-4    LOAN SERVICING
          Mortgage   loans   serviced   for  others  are  not  included  in  the
          accompanying  statements of financial condition.  The unpaid principal
          balances of these loans at June 30 are summarized as follows:


                                                  2000                1999
                                             ----------------    ---------------
Mortgage loan portfolios serviced for:
   FHLMC                                     $      4,679,663    $     5,184,915
                                             ================    ===============


          In  connection  with these loans  serviced  for others at June 30, the
          Bank held borrowers' escrow balances of $394 (2000) and $1,709 (1999).

NOTE-5    ACCRUED INTEREST RECEIVABLE
          Interest receivable at June 30, relates to the following:

                                      2000                1999
                                ----------------    ---------------
Loans                           $        806,778    $       778,010
Mortgage-backed securities                17,648             22,163
Other investments                            683              1,050
                                ----------------    ---------------

                                $        825,109    $       801,223
                                ================    ===============

NOTE-6    PROPERTY AND EQUIPMENT
          Property and equipment  and the related  accumulated  depreciation  at
          June 30, are summarized as follows:


                                              2000                1999
                                         ----------------    ---------------
Land and improvements                    $        572,269    $       526,942
Buildings and improvements                      4,920,245          2,111,487
Furniture, fixtures and equipment               1,759,481            990,247
Construction in progress                           28,821            231,863
                                         ----------------    ---------------
                                                7,280,816          3,860,539
Less accumulated depreciation                  (1,208,877)          (996,814)
                                         ----------------    ---------------

                                         $      6,071,939    $     2,863,725
                                         ================    ===============

          Depreciation  expense  for the years ended June 30,  totaled  $224,810
          (2000) and $189,212 (1999).

NOTE-7    DEPOSIT ACCOUNTS
          Deposit accounts at June 30 are summarized as follows:
<TABLE>
<CAPTION>
                                                         2000                        1999
                                               ------------------------    ------------------------
                                                       Weighted                     Weighted
                                                       Average                       Average
                                                   Amount         Rate          Amount       Rate
                                                -----------     --------     -----------   --------
<S>                                             <C>             <C>          <C>           <C>
NOW accounts, including
   non-interest bearing
   deposits of $6,899,702 (2000)
   and $4,206,450 (1999)                       $    22,151,987    1.27%    $     18,197,360   1.35%
Money market and
   savings accounts                                 19,007,212    3.10%          16,941,441   3.03%
Certificate accounts                                41,611,199    5.67%          37,465,607   5.38%
                                               ---------------             ----------------

                                               $    82,770,398             $     72,604,408
                                               ===============             ================
</TABLE>

                                       24

<PAGE>

                           HIGH COUNTRY BANCORP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE-7    DEPOSIT ACCOUNTS (Continued)
          At June  30,  2000,  scheduled  maturities  of the  above  certificate
          accounts are summarized as follows:

<TABLE>
<CAPTION>


                                     Year ending June 30,
              -------------------------------------------------------------------------------------
                                                                                         2005 and
                    2001              2002              2003             2004           thereafter
              ---------------     -------------    -------------     -------------    -------------
<S>           <C>                <C>             <C>                <C>              <C>
3.01-4.00     $       225,811
4.01-5.00           9,445,892     $     626,183
5.01-6.00          13,674,767         2,190,685    $   1,149,650     $     295,681    $     367,440
6.01-7.00           7,843,906         1,077,442        2,030,105           190,000          730,232
7.01-8.00             140,612           596,865          498,085           181,430          346,413
              ---------------     -------------    -------------     -------------    -------------

              $    31,330,988     $   4,491,175    $   3,677,840     $     667,111    $   1,444,085
              ===============     =============    =============     =============    =============
</TABLE>

          The  aggregate  amount  of  certificates  of  deposits  with a minimum
          denomination  of  $100,000  at June 30,  was  $11,105,764  (2000)  and
          $10,102,283 (1999).

          Deposits  in  excess  of  $100,000  are  not  insured  by the  Savings
          Association Insurance Fund (SAIF).

          Interest expense on deposits for the years ended June 30 is summarized
          as follows:


                                                   2000                1999
                                             ----------------    ---------------
NOW accounts                                 $        204,255    $       182,585
Money market and savings accounts                     561,101            480,998
Certificate accounts                                2,098,309          2,022,499
                                             ----------------    ---------------

                                             $      2,863,665    $     2,686,082
                                             ================    ===============

NOTE-8    ADVANCES FROM FEDERAL HOME LOAN BANK

          Advances  from  the  Federal  Home  Loan  Bank  (FHLB)  at June 30 are
          summarized as follows:

<TABLE>
<CAPTION>

                                  Interest
                                    Rate                  2000                1999
                               --------------       ----------------    ---------------
<S>                                 <C>            <C>                 <C>
Maturing within one year         5.46-6.80%         $     12,630,000    $     6,000,000
Maturing in 2002                 6.44-6.96%                3,000,000          3,760,000
Maturing in 2003                 5.81-7.05%                6,833,333                  0
Maturing in 2004                 5.81-6.56%                        0          5,000,000
Maturing in 2005                 6.18-7.34%                3,000,000                  0
Maturing after 2005              5.42-5.77%                6,775,000          7,925,000
                                                    ----------------    ---------------

                                                          32,238,333         22,685,000
Line of credit                        7.28%                4,000,000                  0
                                                    ----------------    ---------------

                                                    $     36,238,333    $    22,685,000
                                                    ================    ===============
</TABLE>

          Pursuant to collateral  agreements with the FHLB, advances are secured
          by a blanket pledge agreement with the FHLB which includes real estate
          loans and other non-pledged securities.

          At June 30, 2000,  the Bank has an approved line of credit  subject to
          the maximum  amount of credit  available  to the Bank under the FHLB's
          credit  policies  which expires April 27, 2001. At June 30, 2000,  the
          bank has drawn $4,000,000 on the line of credit.  At June 30, 1999 the
          Bank had an approved line of credit for $10,000,000 with the FHLB with
          an expiration  date of April 28, 2000. No amount was drawn on the line
          of credit at June 30, 1999.

          Interest  was  capitalized  in  the  amount  of  $55,994,  during  the
          construction of the new building.

                                       25
<PAGE>

                           HIGH COUNTRY BANCORP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE-9    INCOME TAXES
          The provision for income taxes consists of the following:

                              2000                1999
                        ----------------    ---------------
Current                 $        657,500    $       562,004
Deferred                         (38,900)           (54,700)
                        ----------------    ---------------
                        $        618,600    $       507,304
                        ================    ===============

          The  effective  tax rate on income  before the  provisions  for income
          taxes  differs from the federal  statutory  income tax rate of 34% for
          the following reasons:
<TABLE>
<CAPTION>

                                                                      2000                1999
                                                                ----------------    ---------------
<S>                                                             <C>                 <C>
Provision for income taxes at statutory rate                    $        566,100    $       457,900
Nondeductible expenses for tax purposes                                   28,300             23,300
State income taxes, net of federal income
  tax benefit                                                             39,500             34,500
Other, net                                                               (15,300)            (8,396)
                                                                ----------------    ---------------

                                                                $        618,600    $       507,304
                                                                ================    ===============

Effective tax rates                                                           37%                38%
</TABLE>

          Deferred  income  taxes  reflect  the net  tax  effects  of  temporary
          differences between the carrying amounts of assets and liabilities for
          financial  reporting  purposes  and the  amounts  used for  income tax
          purposes. The net deferred tax assets (liabilities) as of June 30, are
          as follows:
<TABLE>
<CAPTION>

                                                          2000                1999
                                                    ----------------    ---------------
<S>                                                 <C>                 <C>
Difference between tax basis and
carrying basis of FHLB stock                        $       (202,000)   $      (185,300)
Tax depreciation in excess of
financial statement amounts                                  (84,000)           (83,900)
Difference between tax basis and carrying
basis of long term incentive plan                            125,400            117,500
Other                                                          5,100                  0
Loan loss allowance                                          201,800            159,100
                                                    ----------------    ---------------

         Net deferred tax asset                     $         46,300    $         7,400
                                                    ================    ===============
</TABLE>

          Management has determined that a valuation allowance is not required.

          The deferred tax expense (benefit) results from timing  differences in
          the recognition of income and expense for tax and financial  purposes.
          The sources and tax effects of these temporary timing  differences are
          as follows:


                                               2000                1999
                                         ----------------    ---------------
FHLB stock dividends                     $         16,700    $        29,700
Accumulated depreciation                              100                200
Allowance for loan losses - net                   (42,700)           (67,000)
Other                                              (5,100)                 0
Long-term incentive plan                           (7,900)           (17,600)
                                         ----------------    ---------------

                                         $        (38,900)   $       (54,700)
                                         ================    ===============

                                       26
<PAGE>

                           HIGH COUNTRY BANCORP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE-9    INCOME TAXES (Continued)

          The Bank was in prior years permitted under the Internal  Revenue Code
          to deduct an annual  addition to reserve for bad debts in  determining
          taxable  income,  subject  to  certain  limitations.   This  deduction
          differed from the bad debt  provision  used for  financial  accounting
          purposes.  Bad debt deductions for income tax purposes are included in
          taxable  income of later  years  only if the bad debt  reserve is used
          subsequently  for  purposes  other  than to  absorb  bad debt  losses.
          Because the Bank does not intend to use the reserve for purposes other
          than to absorb  losses,  no deferred  income taxes have been provided.
          Retained earnings at June 30, 2000, includes approximately $1,169,000,
          representing  such bad debt  deductions for which no income taxes have
          been provided.

NOTE-10   REGULATORY CAPITAL REQUIREMENTS
          The  Bank  is  subject  to  various  regulatory  capital  requirements
          administered by the federal banking agencies.  Failure to meet minimum
          capital  requirements can initiate certain actions by regulators that,
          if  undertaken,  could  have a direct  material  effect on the  Bank's
          financial  statements.  Under  capital  adequacy  guidelines  and  the
          regulatory  framework for prompt corrective action, the Bank must meet
          specific guidelines that involve  quantitative  measures of the Bank's
          assets, liabilities, and certain off-balance sheet items as calculated
          under regulatory accounting practices.  The Bank's capital amounts and
          classification  are  also  subject  to  qualitative  judgments  by the
          regulators about components, risk weightings, and other factors.

          Quantitative  measures  established  by regulation  to ensure  capital
          adequacy  require  the  Association  to maintain  minimum  amounts and
          ratios as outlined below.  Management  believes,  as of June 30, 2000.
          The  Bank  meet  all  capital  adequacy  requirements  to  which it is
          subject.

          As of September 7, 1999, the most recent  notification  from Office of
          Thrift Supervision  categorized the Bank as well capitalized under the
          regulatory   framework  for  prompt  corrective  action.  To  be  well
          capitalized the Bank must maintain  minimum total  risk-based,  Tier I
          risk-based,  and Tier I leverage  ratios.  There are no  conditions or
          events since that notification  that management  believes have changed
          the institution's category.

          The following is a reconciliation  of capital computed under generally
          accepted  accounting  principles  (GAAP) to  regulatory  capital.  OTS
          regulations  specify  minimum capital  requirements  for the Bank. The
          following  reconciliation  also compares the capital  requirements  as
          computed to the minimum capital  requirements for the Bank, as of June
          30.


                                               2000                1999
                                         ----------------    ---------------

Equity Per GAAP                          $     13,120,703    $    12,588,013
Less Servicing Rights Plus Valuations              (2,236)            (2,250)
                                         -----------------   ----------------

Equity Per GAAP- Tier I Capital                13,118,467         12,585,763
Valuation Allowance                             1,002,760            909,471
                                         ----------------    ---------------

Regulatory Capital                       $     14,121,227    $    13,495,234
                                         ================    ===============





                                       27
<PAGE>

                           HIGH COUNTRY BANCORP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE-10   REGULATORY CAPITAL REQUIREMENTS (Continued)
<TABLE>
<CAPTION>

                                                Minimum Required        To Be Well Capitalized
                                                   For Capital          Under Prompt Corrective
                           Actual               Adequacy Purposes         Action Regulations
                     Amount        Ratio           Amount     Ratio          Amount      Ratio
                     ------        -----           ------     -----          ------      -----
<S>              <C>               <C>          <C>            <C>       <C>             <C>
2000
----
Total Capital
   (to Risk
   Weighted
   Assets)       $ 14,121,227      14.37%       $ 7,864,160    8.00%     $ 9,830,200     10.00%

Tier I Capital
   (to Risk
   Weighted
   Assets)         13,118,467      13.35          2,949,060    3.00        5,898,120      6.00

Tier I Capital
   (to Average
   Assets)         13,118,467      10.65          1,846,911    1.50        6,156,370      5.00

Tangible Capital
   (to Tangible
   Assets)         13,118,467       9.49          2,073,705    1.50           N/A

1999
----
Total Capital
   (to Risk
   Weighted
   Assets)       $ 13,495,234      18.03%       $ 5,988,960    8.00%     $ 7,486,200     10.00%

Tier I Capital
   (to Risk
   Weighted
   Assets)         12,585,763      16.81          2,245,860    3.00        4,491,720      6.00

Tier I Capital
   (to Average
   Assets)         12,585,763      12.18          1,550,532    1.50        5,168,440      5.00

Tangible Capital
   (to Tangible
   Assets)         12,585,763      11.31          1,668,638    1.50           N/A
</TABLE>


          The Bank's  management  believes that, under the current  regulations,
          the Bank will continue to meet its minimum capital requirements in the
          coming year.  However,  events beyond the control of the Bank, such as
          increased  interest  rates or a downturn  in the economy in the Bank's
          operating   area,   could   adversely   affect  future  earnings  and,
          consequently,  the  ability  of the  Bank to meet its  future  minimum
          capital requirements.


                                       28

<PAGE>

                           HIGH COUNTRY BANCORP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE-11   BENEFIT PLANS

          The Bank adopted a Long-Term Incentive Plan in June, 1997 covering the
          directors  and key  employees  of the  Bank.  On June 30 of each  year
          following 1997 the participants will have a contribution made to their
          account  providing  the  participant  continues  to be an  employee or
          director  of the Bank.  Prior to  distribution  under the terms of the
          Plan,  each  participant's  account  shall be credited  with a rate of
          return, on any amounts previously credited,  equal to the highest rate
          of interest paid by the Bank on one-year  certificates of deposit,  or
          after  conversion the rate of return will equal the  dividend-adjusted
          rate of return on the common stock.

          Amounts credited to  Participant's  Accounts on the effective date and
          thereafter  shall be fully vested.  Account balances shall be paid, in
          cash,  in ten equal  annual  installments  beginning  during the first
          quarter of the calendar  year which next follows the calendar  year in
          which the  participant  ceases to be a director  or  employee  for any
          reason,  with  subsequent  payments  being made by the last day of the
          first quarter of each  subsequent  calendar year until the participant
          has received the entire  amount of his  account.  Notwithstanding  the
          foregoing a participant may elect to have his account paid in lump sum
          distribution  or in annual payments over a period less than ten years.
          Any  benefits  accrued  under the plan  will be paid  from the  Bank's
          general  assets.  The  Bank has  established  a trust in order to hold
          assets with which to pay benefits. Trust assets, which are included in
          the consolidated  statement of financial  condition will be subject to
          the claims of the Bank's general  creditors.  The expense for the plan
          recognized  for the years ended June 30, 2000 and 1999 was $32,821 and
          $31,727.

          As part of the  conversion to stock,  the Bank  established an ESOP to
          benefit substantially all employees. The ESOP purchased 105,800 shares
          of common stock in the conversion  with proceeds  received from a loan
          from the  Company.  The note is to be repaid in ten  annual  principal
          installments of $105,800, starting June 30, 1998. Interest is based on
          the Wall  Street  Journal  Prime  plus one  percent,  and is  adjusted
          annually on July 1. The  unallocated  shares of stock held by the ESOP
          are  pledged  as  collateral  on the  debt.  The  ESOP  is  funded  by
          contributions  made by the Bank in  amounts  sufficient  to retire the
          debt. At June 30, 2000 and June 30, 1999, the  outstanding  balance of
          the note  receivable  was  $732,665 and $838,465 and is presented as a
          reduction of stockholders'  equity. ESOP compensation  expense for the
          years ended June 30, 2000 and 1999 was $144,432 and $158,663.

          In  November  1993,  the  AICPA  issued  Statement  of  Position  93-6
          "Employers'  Accounting  for  Employee  Stock  Ownership  Plans."  The
          statement  was adopted  December 9, 1997,  the  effective  date of the
          Association's  conversion to a stock company.  The Statement requires,
          among other things, that: (1) for ESOP shares committed to be released
          in  a  period  to  compensate  employees  directly,  employers  should
          recognize  compensation  cost  equal to the  average  fair  value ( as
          determined on a monthly basis) of the shares committed to be released,
          (2) dividends on  unallocated  shares used to repay ESOP loans are not
          considered  dividends for financial reporting  purposes,  dividends on
          allocated  or  committed  shares are  credited to the  accounts of the
          participants  and reported as dividends in the  financial  statements,
          (3) for an internally  leveraged  ESOP, the Company's loan  receivable
          and the ESOP note  payable as well as the interest  income/expense  is
          not reflected in the  consolidated  financial  statements  and (4) for
          earnings per share computations,  ESOP shares that have been committed
          to be released should be considered outstanding. ESOP shares that have
          not  been   committed  to  be  released   should  not  be   considered
          outstanding.

The ESOP shares as of June 30, 2000 are as follows:
    Shares released                                             21,160
    Shares committed to be released for allocation              10,580
    Unreleased shares                                           74,060
                                                                ------
    Total ESOP shares                                          105,800
                                                               =======

    Fair value of unreleased shares                      $     814,660
                                                         =============
                                       29

<PAGE>

                           HIGH COUNTRY BANCORP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE-11   BENEFIT PLANS (Continued

          The  board  of  directors   of  the  Company   approved  a  Management
          Recognition  Plan ("MRP") for  directors  and  employees.  The MRP was
          approved by the stockholders at the annual meeting in December,  1998.
          The Company  purchased in the open market 39,675 shares of it's common
          stock, at a cost of $551,721,  to fund the MRP. Under the terms of the
          plan  32,236  shares of common  stock were  awarded to  directors  and
          employees.  The  shares  awarded  pursuant  to the MRP have a  vesting
          schedule   which   provides  that  25%  of  the  shares  awarded  will
          automatically  vest on the  effective  date of the  award and 25% will
          vest on each subsequent anniversary date. Compensation expense related
          to the MRP was $117,311 and $165,537 for the years ended June 30, 2000
          and 1999.

NOTE-12   FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK AND CONCENTRATIONS
          OF CREDIT RISK
          The Bank is a party to financial  instruments with  off-balance  sheet
          risk in the normal course of business to meet the  financing  needs of
          its  customers.  At June 30, 2000,  the Bank has  commitments  to fund
          fixed rate mortgage  loans of  $1,331,000,  with  interest  rates from
          8.25% to 11.00%,  unfunded lines of credit of $6,520,000,  and letters
          of credit of $74,000. The Bank makes contractual commitments to extend
          credit,  which  are  legally  binding  agreements  to  lend  money  to
          customers at prevailing  interest rates for specified periods of time.
          The credit risk involved in issuing these  commitments  is essentially
          the same as that involved in extending loan facilities to customers.

          As  such,  the  Bank's  exposure  to  credit  loss,  in the  event  of
          non-performance  by the counterparty to the financial  instrument,  is
          represented by the contractual amount of those  instruments.  However,
          the Bank applies the same credit standards used in the lending process
          when extending  these  commitments,  and  periodically  reassesses the
          customers' credit  worthiness.  Additional risks associated with these
          commitments  arise when they are drawn  upon,  such as the  demands on
          liquidity that the Bank could experience if a significant portion were
          drawn  down  at  once.  This  is  considered  unlikely,   however,  as
          commitments may expire without having been drawn upon.

          The Bank  originates  loans  primarily  in Chaffee and Lake  Counties,
          Colorado.  Although  the  Bank has a  diversified  loan  portfolio,  a
          substantial  portion of its borrower's ability to repay their loans is
          dependent upon economic conditions in the market area.

NOTE-13   FAIR VALUES OF FINANCIAL INSTRUMENTS
          The estimated fair values of the financial instruments are as follows:
<TABLE>
<CAPTION>

                                               2000                               1999
                                Carrying              Fair             Carrying            Fair
                                 Amount               Value             Amount             Value
                            -----------------    -------------     ---------------    -------------
<S>                            <C>               <C>               <C>                <C>
Financial Assets:
Cash                           $    4,392,623    $   4,392,623     $     2,248,971    $   2,248,971
Interest-bearing deposits           1,320,918        1,320,918           4,409,949        4,409,949
Mortgage backed securities          2,642,889        2,638,362           3,328,789        3,356,000
Securities held to maturity           200,000          199,947             310,000          310,308
FHLB stock                          1,857,000        1,857,000           1,201,300        1,201,300
Loans receivable - net            119,897,542      120,116,000          98,433,182      100,396,000

Financial liabilities
Deposits                           82,770,398       82,430,000          72,604,408       72,851,000
Advances from FHLB                 36,238,333       35,431,000          22,685,000       22,214,000
</TABLE>


                                       30

<PAGE>

                           HIGH COUNTRY BANCORP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE-14   OTHER NON-INTEREST EXPENSE

                                       2000                1999
                                 ----------------    ---------------
Advertising                      $         89,198    $        65,210
Stationery Supplies                       140,250             97,047
Postage                                    92,066             74,431
Telephone                                  40,945             25,203
Dues and Subscriptions                     37,365             31,103
Community Support                          30,878             29,171
Bank Charges                               36,733             33,222
Other                                      78,798            126,397
                                 ----------------    ---------------

                                 $        546,233    $       481,784
                                 ================    ===============

NOTE-15   STOCKHOLDERS' EQUITY
          In the years  ended  June 30,  2000 and 1999,  the  Company  purchased
          227,494 and 23,781 shares of its common stock, at a cost of $2,723,237
          and  $285,319,  and  retired  the stock in  accordance  with  Colorado
          Revised Statutes

          For the years  ended June 30, 2000 and 1999,  the Company  paid a cash
          dividend of $.45 and $.40 per share respectively.

NOTE-16   IMPACT OF NEW ACCOUNTING STANDARDS
          Accounting For Derivatives and Similar  Financial  Instruments and For
          Hedging Activities.  In June 1998, the Financial  Accounting Standards
          Board issued  Statement  No. 133,  which was  subsequently  amended by
          Statement  No. 139.  The  Statement  requires  all  derivatives  to be
          measured  at fair  value  and to be  recognized  as  either  assets or
          liabilities in the statement of financial condition,  and is effective
          for  fiscal  years  beginning  after  June 15,  2000.  Management  has
          determined the impact of adopting this statement on July 1, 2000, will
          not have a material affect on the financial statements.

          In December 1999, the Securities and Exchange  Commission issued Staff
          Accounting  Bulletin  ("SAB") No. 101. SAB No. 101 summarizes  certain
          areas of the Staff's views in applying generally  accepted  accounting
          principles  to revenue  recognition  in  financial  statements  and is
          effective for the Company's fourth quarter in fiscal 2001.

          In March 2000, The Financial  Accounting  Standards  Board issued FASB
          Interpretation No. 44, "Accounting for Certain Transactions  Involving
          Stock  Compensation"  - an  interpretation  of APB Opinion No. 25; the
          criteria   for   determining   whether   a   plan   qualifies   as   a
          non-compensatory   plan;  the  accounting   consequences   of  various
          modifications  to the  terms of  previously  fixed  stock  options  or
          awards;  and the  accounting  for an  exchange  of stock  compensation
          awards in a business  combination.  FIN 44 is effective  July 1, 2000,
          but certain  conclusions in FIN 44 cover specific events that occurred
          after either December 15, 1998 or January 12, 2000. Management has not
          yet determined the impact on the consolidated  financial statements or
          results of operations of the Company of this new standard.


NOTE-17   CONTINGENCIES AND COMMITMENTS
          In the normal  course of  business,  the Bank is  involved  in various
          legal  actions  arising in the  ordinary  course of  business.  In the
          opinion of management,  after  consultation  with legal  counsel,  the
          ultimate  disposition  of  these  matters  is not  expected  to have a
          material adverse effect on the financial position of the Bank.


                                       31
<PAGE>

                           HIGH COUNTRY BANCORP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE-18   CONDENSED FINANCIAL INFORMATION (PARENT COMPANY ONLY)
          The following condensed  statements  summarize the financial position,
          operating results and cash flows of High Country Bancorp, Inc.,
<TABLE>
<CAPTION>


                                                                      2000                1999
                                                                ----------------    ---------------
<S>                                                             <C>                 <C>
CONDENSED BALANCE SHEET
ASSETS
    Cash and equivalents                                        $        291,757    $     3,391,725
    Investment in subsidiary                                           7,189,424          6,629,793
    Note due from subsidiary                                           3,000,000          2,500,000
ESOP note receivable                                                     732,665            838,485
    Other                                                                      0              7,579
                                                                ----------------    ---------------
                                                                $     11,213,846    $    13,367,582
                                                                ================    ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
    Accruals                                                    $          7,700    $        17,722
    Stockholders' equity                                              11,206,146         13,349,840
                                                                ----------------    ---------------
                                                                $     11,213,846    $    13,367,562
                                                                ================    ===============

CONDENSED STATEMENT OF INCOME
For the years ended June 30, 2000 and
June 30, 1999
Equity in undistributed net income of subsidiary                $        960,396    $       746,886
Other net                                                                 86,048             92,637
                                                                ----------------    ---------------

                                                                $      1,046,444    $       839,523
                                                                ================    ===============

CONDENSED STATEMENT OF CASH FLOWS
For the years ended June 30, 2000 and
June 30, 1999
Operating Activities:
Net income                                                      $      1,046,444    $       839,523
Adjustments to reconcile net income to cash
provided by operating activities:
Equity in undistributed net income of
subsidiary                                                              (960,396)          (746,886)
Other                                                                     12,490            (26,326)
                                                                ----------------    ----------------

Net cash provided by operations                                           98,538             66,311
                                                                ----------------    ---------------

Investing Activities:
ESOP note payment                                                        105,800            105,800
Loan to subsidiary                                                      (500,000)        (2,500,000)
Dividends received                                                       400,000            450,000
                                                                ----------------    ---------------

Net cash used in investing activities                                      5,800         (1,944,200)
                                                                ----------------    ----------------

Financing Activities:
Purchase of common stock                                              (2,723,237)          (285,319)
Dividends paid                                                          (481,069)          (490,912)
                                                                ----------------    ----------------

Net cash provided (used)by financing activities                       (3,204,306)          (776,231)
                                                                -----------------   ----------------

Net increase (decrease) in cash                                       (3,099,968)        (2,654,120)

Cash beginning                                                         3,391,725          6,045,845
                                                                ----------------    ---------------

Cash ending                                                     $        291,757    $     3,391,725
                                                                ================    ===============
</TABLE>

                                       32

<PAGE>
                         MARKET AND DIVIDEND INFORMATION

TRADING IN THE COMMON STOCK AND DIVIDENDS PAID

         The  Company's  Common  Stock is traded on the Nasdaq  SmallCap  Market
under the symbol "HCBC." As of September 15, 2000,  there were 1,017,225  shares
of the Common  Stock issued and  outstanding  and  approximately  344 holders of
record of the Common Stock (not including shares held in "street name").

     The following  table sets forth certain  information as to the range of the
high and low bid prices for the Company's common stock for the calendar quarters
since the first quarter of fiscal 1999.

                                HIGH BID (1)    LOW BID (1)    DIVIDENDS PAID
                                ------------    -----------    --------------

     FISCAL 1999:
         First Quarter             14.88            11.88            --
         Second Quarter            14.13            10.25             0.20
         Third Quarter             13.50            11.25            --
         Fourth Quarter            12.06            10.00             0.20

     FISCAL 2000:
         First Quarter             13.00            12.13            --
         Second Quarter            13.50            11.50             0.20
         Third Quarter             12.25             9.75            --
         Fourth Quarter            12.13             9.69             0.25
______________
(1)      Quotations  reflect   inter-dealer   price,   without  retail  mark-up,
         mark-down or commissions, and may not represent actual transactions.


DIVIDEND RESTRICTIONS

     For a period of one year  following the completion of the  Conversion,  the
Company may not pay any special  dividends or dividends  that would be construed
as a return of capital nor take any actions to pursue or propose such dividends.
The payment of dividends,  will be subject to the requirements of applicable law
and the  determination  by the Board of  Directors  of the Company  that the net
income,  capital and  financial  condition  of the Company and the Bank,  thrift
industry  trends  and  general  economic   conditions  justify  the  payment  of
dividends,  and there can be no  assurance  that  dividends  will be paid or, if
paid, will continue to be paid in the future.

     Since the Company initially has no significant  source of income other than
dividends  from the Bank,  principal  and interest  payments on the note payable
from  the  ESOP  and  earnings  from  investment  of the  cash  proceeds  of the
Conversion retained by the Company, the payment of dividends by the Company will
depend in large  part upon the  proceeds  from the  Conversion  retained  by the
Company and the Company's earnings thereon and the receipt of dividends from the
Bank, which is subject to various tax and regulatory restrictions on the payment
of dividends.  Unlike the Converted  Association,  the Company is not subject to
regulatory  restrictions on the payment of dividends to stockholders.  Under the
Colorado General  Corporation  Law,  dividends may be paid either out of surplus
or, if there is no surplus,  out of net profits for the fiscal year in which the
dividend is declared and/or the preceding fiscal year.

                                       33

<PAGE>
<TABLE>
<CAPTION>

                                                    BOARD OF DIRECTORS

<S>                                         <C>                                         <C>
LARRY D. SMITH                              PHILIP W. HARSH                             TIMOTHY R. GLENN
President and Chief Executive               Owner and Agent of Fredrickson Brown        Owner and Funeral Director of
Officer of the Company and                  Insurance Agency                            Lewis & Glenn Funeral Home
the Bank


SCOTT G. ERCHUL                             ROBERT B. MITCHELL                          RICHARD A. YOUNG
Vice President of the Company               Retired                                     Partner of Swartz & Young, P.C.
and the Bank


                                                    EXECUTIVE OFFICERS

LARRY D. SMITH                              SCOTT G. ERCHUL                             FRANK L. DELAY
President and Chief Executive Officer of    Vice President of the Company and the Bank  Chief Financial Officer of the
the Company and the Bank                                                                Company and the Bank


                                                     OFFICE LOCATIONS

MAIN OFFICE:                                BRANCH OFFICE:          BRANCH OFFICE:      BRANCH OFFICE:
7360 West US Highway 50                     130 West 2nd            600 Harrison        713 East Main
Salida, Colorado                            Salida, Colorado        Leadville, Colorado Buena Vista, Colorado

</TABLE>


<TABLE>
<CAPTION>

                                                  GENERAL INFORMATION

<S>                                         <C>                                        <C>
INDEPENDENT  PUBLIC  ACCOUNTANTS            ANNUAL  MEETING                             ANNUAL  REPORT ON FORM 10-KSB
Grimsley, White & Company,                  The 2000 Annual Meeting of Stockholders     A copy of the Company's Annual Report
Certified Public Accountants                will be held on October 26, 2000 at 5:00    on Form 10-KSB for the fiscal year
La Junta,  Colorado                         p.m. at High Country Bank, 7360 West US     ended June 30, 2000 as filed with the
                                            Highway 50, Salida, Colorado  81210         Securities and Exchange Commission
GENERAL COUNSEL                                                                         will be furnished without charge to
Rush and Rush, P.C.                         TRANSFER AGENT AND REGISTRAR                stockholders as of the record date
Salida, Colorado                            Illinois Stock Transfer                     for the 2000 Annual Meeting upon
                                            233 West Jackson Boulevard                  written request to Richard A. Young,
SPECIAL COUNSEL                             Suite 1210                                  Secretary, High Country Bancorp,
Stradley Ronon Housley Kantarian &          Chicago, Illinois  60606                    Inc., 7360 West US Highway 50,
Bronstein, LLP                                                                          Salida, Colorado  81201.
1220 19th Street, N.W., Suite 700
Washington, D.C.  20036
</TABLE>