Exhibit 10.2















                      JADE FINANCIAL CORP.

                   STOCK COMPENSATION PROGRAM


                      JADE FINANCIAL CORP.

                   STOCK COMPENSATION PROGRAM


     1.   Purpose.  The Jade Financial Corp. Stock Compensation
Program ("Program") is intended to secure, for Jade Financial
Corp. (the "Company") and its shareholders, the benefits arising
from ownership of the Company's common stock, $.01 par value per
share ("Common Stock") by those selected employees and directors
of the Company who will be responsible for its future growth.
The Program is designed to help attract and retain superior
personnel for positions of substantial responsibility with the
Company, and to provide employees and directors with an
additional incentive to contribute to the success of the Company.

     2.   Elements of the Program.  In order to maintain
flexibility in the award of stock benefits, the Program is
comprised of four parts.  Part I is the Incentive Stock Option
Plan ("Incentive Plan").  Part II is the Compensatory Stock
Option Plan ("Compensatory Plan").  Part III is the Stock
Appreciation Rights Plan ("S.A.R. Plan").  Part IV is the
Restricted Shares Plan ("Restricted Plan").  Copies of the
Incentive Plan, Compensatory Plan, S.A.R. Plan, and Restricted
Plan are attached hereto as Part I, Part II, Part III and
Part IV, respectively, and are collectively referred to herein as
the "Plans."  The grant of an option, appreciation right or
performance share under one of the Plans shall not be construed
to prohibit the grant of an option, appreciation right or
restricted share under any of the other Plans.

     3.   Applicability of General Provisions.  Unless any Plan
specifically indicates to the contrary, all Plans shall be
subject to the General Provisions of the Stock Compensation
Program set forth below.

     4.   Administration of the Plans.  The Plans shall be
administered, construed, governed and amended in accordance with
their respective terms.

      GENERAL PROVISIONS OF THE STOCK COMPENSATION PROGRAM

     Article 1.  Administration.  The Program shall be
administered by the Compensation Committee of the Board of
Directors of the Company.  The committee, when acting to
administer the Program, is referred to as the "Program
Administrators."  Any action of the Program Administrators shall
be taken by majority vote or the unanimous written consent of the
Program Administrators.  The Board of Directors, with the Program
Administrators not voting, shall administer the Program with
respect to the options granted to the Program Administrators in
accordance with the provisions of Part II.  No Program
Administrator or member of the Board of Directors of the Company
or any parent or subsidiary, shall be liable for any action or
determination made in good faith with respect to the Program or
<PAGE 1> to any option, stock appreciation right, or performance
share granted thereunder.

     Article 2.  Authority of Program Administrators.  Subject to
the other provisions of this Program, and with a view to
effecting its purpose, the Program Administrators shall have sole
authority in their absolute discretion:  (a) to construe and
interpret the Program; (b) to define the terms used herein;
(c) to prescribe, amend, and rescind rules and regulations
relating to the Program; (d) to determine the employees to whom
options, appreciation rights and restricted shares shall be
granted under the Program; (e) to determine the time or times at
which options, appreciation rights and restricted shares shall be
granted under the Program; (f) to determine the number of shares
subject to any option or stock appreciation right under the
Program and the number of shares to be awarded as restricted
shares under the Program as well as the option price, and the
duration of each option, appreciation right and restricted share,
and any other terms and conditions of options, appreciation
rights and restricted shares; and (g) to make any other
determinations necessary or advisable for the administration of
the Program and to do everything necessary or appropriate to
administer the Program.  All decisions, determinations, and
interpretations made by the Program Administrators shall be
binding and conclusive on all participants in the Program and on
their legal representatives, heirs and beneficiaries.

     Article 3.  Maximum Number of Shares Subject to the Program.
The maximum aggregate number of shares of Common Stock available
pursuant to the Plans, subject to adjustment as provided in
Article 6 hereof, shall be 250,000 shares of the Company's Common
Stock.  If any of the options granted under this Program expire
or terminate for any reason before they have been exercised in
full, the unpurchased shares subject to those expired or
terminated options shall again be available for the purposes of
the Program.

     Article 4.  Eligibility and Participation.  Certain
employees of the Company, including officers whether or not
directors of the Company, or of any parent or any subsidiary,
shall be eligible for selection by the Program Administrators to
participate in all parts of the Program.  Directors who are not
employees of the Company shall only be eligible to participate in
Part II of the Program.

     Article 5.  Effective Date and Term of Program.  The Program
shall become effective upon its adoption by the Board of
Directors of the Company and subsequent approval of the Program
by unanimous consent of the Company's shareholders or by a
majority of the total votes eligible to be cast at a meeting of
shareholders, which vote shall be taken within 12 months of
adoption of the Program by the Company's Board of Directors;
provided, however, that options, appreciation rights, and
restricted shares may be granted under this Program prior to
obtaining shareholder approval of the Program, but any such
<PAGE 2> options or appreciation rights or restricted shares
shall be contingent upon such shareholder approval being obtained
and may not be exercised prior to such approval.  The Program
shall continue in effect for a term of 10 years unless sooner
terminated under Article 7 of the General Provisions.

     Article 6.  Adjustments.  If the shares of Common Stock of
the Company as a whole are increased, decreased, changed into, or
exchanged for a different number or kind of shares or securities
through merger, consolidation, combination, exchange of shares,
other reorganization, recapitalization, reclassification, stock
dividend, stock split or reverse stock split, an appropriate and
proportionate adjustment shall be made in the maximum number and
kind of shares as to which options, appreciation rights and
restricted shares may be granted under this Program.  A
corresponding adjustment changing the number or kind of shares
allocated to unexercised options, appreciation rights, restricted
shares, or portions thereof, which shall have been granted prior
to any such change, shall likewise be made.  Any such adjustment
in outstanding options and appreciation rights shall be made
without change in the aggregate purchase price applicable to the
unexercised portion of the option or appreciation right, but with
a corresponding adjustment in the price for each share or other
unit of any security covered by the option or appreciation right.
In making any adjustment pursuant to this Article 6, any
fractional shares shall be disregarded.

     Article 7.  Termination and Amendment of Program.  The
Program shall terminate no later than 10 years from the date such
Program is adopted by the Company's Board of Directors, or the
date such Program is approved by the shareholders, whichever is
earlier.  No options, appreciation rights, or restricted shares
shall be granted under the Program after that date.  The
Company's Board of Directors can terminate the Program at any
time.  Subject to the limitation contained in Article 8 of the
General Provisions, the Board of Directors may at any time amend
or revise the terms of the Program, including the form and
substance of the option, appreciation right, and restricted
shares agreements to be used hereunder; provided that no
amendment or revision shall (a) increase the maximum aggregate
number of shares that may be sold, subjected to appreciation, or
distributed pursuant to options, appreciation rights, or
restricted shares granted under this Program, except as permitted
under Article 6 of the General Provisions; (b) change the minimum
purchase price for shares under Section 4 of Parts I and II;
(c) increase the maximum term established under the Plans for any
option, appreciation right, or restricted share; or (d) permit
the granting of an option, appreciation right, or restricted
share to anyone other than as provided in Article 4 of the
General Provisions.

     Article 8.  Prior Rights and Obligations.  No amendment,
suspension, or termination of the Program shall, without the
consent of the employee who has received an option, appreciation
right, or restricted share, alter or impair any of that  <PAGE 3>
employee's rights or obligations under any option, appreciation
right or restricted share granted under the Program prior to such
amendment, suspension, or termination.

     Article 9.  Privileges of Stock Ownership.  Except as
provided in Part IV and notwithstanding the exercise of any
options granted pursuant to the terms of this Program, no
employee shall have any of the rights or privileges of a
shareholder of the Company in respect of any shares of stock
issuable upon the exercise of his or her option until
certificates representing the shares have been issued and
delivered.  No shares shall be required to be issued and
delivered upon exercise of any option unless and until all of the
requirements of law and of all regulatory agencies having
jurisdiction over the issuance and delivery of the securities
shall have been fully complied with.  No adjustment shall be made
for dividends or any other distributions for which the record
date is prior to the date on which such stock certificate is
issued.

     Article 10.  Reservation of Shares of Common Stock.  The
Company, during the term of this Program, will at all times
reserve and keep available such number of shares of its Common
Stock as shall be sufficient to satisfy the requirements of the
Program.  In addition, the Company will from time to time, as is
necessary to accomplish the purposes of this Program, seek to
obtain from any regulatory agency having jurisdiction, any
requisite authority in order to issue and sell shares of Common
Stock hereunder.  The inability of the Company to obtain from any
regulatory agency having jurisdiction the authority deemed, by
the Company's counsel, to be necessary to the lawful issuance and
sale of any shares of its stock hereunder shall relieve the
Company of any liability in respect of the non-issuance or sale
of the stock as to which the requisite authority shall not have
been obtained.

     Article 11.  Tax Withholding.  The exercise of any option,
appreciation right, or restricted share granted under the Program
is subject to the condition that if at any time the Company shall
determine, in its discretion, that the satisfaction of
withholding tax or other withholding liabilities under any state
or federal law is necessary or desirable as a condition of, or in
any connection with, such exercise or the delivery or purchase of
shares pursuant thereto, then in such event, the exercise of the
option, appreciation right or restricted share shall not be
effective unless such withholding tax or other withholding
liabilities shall have been satisfied in a manner acceptable to
the Company.

     Article 12.  Employment.  Nothing in the Program or in any
option, stock appreciation right, or restricted share, shall
confer upon any eligible employee any right to continued
employment by the Company, or by any parent or subsidiary
corporation, or limit in any way the right of the Company or any
<PAGE 4> parent or subsidiary corporation at any time to
terminate or alter the terms of that employment.
  <PAGE 5>
                             PART I

                      JADE FINANCIAL CORP.
                   INCENTIVE STOCK OPTION PLAN

     Section 1.  Purpose.  The purpose of the Jade Financial
Corp. Incentive Stock Option Plan ("Incentive Plan") is to
promote the growth and general prosperity of the Company by
permitting the Company to grant options to purchase shares of its
Common Stock.  The Incentive Plan is designed to help attract and
retain superior personnel for positions of responsibility with
the Company and any parent or subsidiary, and to provide
employees with an additional incentive to contribute the success
of the Company.  The Company intends that options granted
pursuant to the provisions of the Incentive Plan will qualify and
will be identified as "incentive stock options" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as
amended ("Code").  This Incentive Plan is Part I of the Company's
Stock Compensation Program ("Program").  Unless any provision
herein indicates to the contrary, this Incentive Plan shall be
subject to the General Provisions of the Program.

     Section 2.  Option Terms and Conditions.  The terms and
conditions of options granted under the Incentive Plan may differ
from one another as the Program Administrators shall, in their
discretion, determine, as long as all options granted under the
Incentive Plan satisfy the requirements of the Incentive Plan.

     Section 3.  Duration of Options.  Each option and all rights
thereunder granted pursuant to the terms of the Incentive Plan
shall expire on the date determined by the Program
Administrators, but in no event shall any option granted under
the Incentive Plan expire later than 10 years from the date on
which the option is granted, except that any employee who owns
more than 10% of the combined voting power of all classes of
stock of the Company, or of any parent or subsidiary, must
exercise any options within five years from the date of grant.
In addition, each option shall be subject to early termination as
provided in the Incentive Plan.

     Section 4.  Purchase Price.  The purchase price for shares
acquired pursuant to the exercise, in whole or in part, of any
option shall be equal to the fair market value of the shares at
the time of the grant of the option; except that for any employee
who owns more than 10% of the combined voting power of all
classes of stock of the Company, or of any parent or subsidiary,
the purchase price shall be equal to 110% of fair market value.
Fair market value shall be determined by the Program
Administrators on the basis of such factors as they deem
appropriate; provided, however, that fair market value shall be
determined without regard to any restriction other than a
restriction which, by its terms, will never lapse; and provided
further, that if at the time the determination of fair market
value is made, those shares are subject to trading on a national
<PAGE 6> securities exchange for which sale prices are regularly
reported, the fair market value of those shares shall be the
closing sales price reported for the Common Stock on that
exchange on the day on which the option is granted, or if no sale
has taken place on such day, the mean of the closing bid prices
quoted by the then primary market makers of the Company's Common
Stock.  For purposes of this Section 4, the term "national
securities exchange" shall include the National Association of
Securities Dealers Automated Quotation System and the over-the-
counter market.  Notwithstanding the foregoing, if in the
judgment of the Company's Board of Directors, there are unusual
circumstances or occurrences under which the otherwise determined
fair market value of the Common Stock does not represent the
actual fair value thereof or if shares of Common Stock are so
thinly traded so as the fair market value thus determined is not
representative of fair market value, then the fair market value
of such Common Stock shall be determined by the Company's Board
of Directors on the basis of such prices, market quotations, and
other pricing mechanisms that they deem appropriate and fairly
reflective of the then fair market value of such Common Stock or,
at the discretion of the Company's Board of Directors, by an
independent appraiser or appraisers selected by the Board of
Directors in either case giving due consideration to recent
transactions involving shares of Common Stock, if any.

     Section 5.  Maximum Amount of Options in Any Calendar Year.
The aggregate fair market value (determined as of the time the
option is granted) of the Common Stock with respect to which
incentive stock options are first exercisable by any Optionee
during any calendar year under the terms of this Plan and all
such plans of the Company and any parent or subsidiary
corporation shall not exceed $100,000.  Any option in excess of
the foregoing limitations shall be granted pursuant to the
Company's Compensatory Stock Option Plan (Part II), and shall be
clearly and specifically designated as not being an incentive
stock option.

     Grants to any employee under the Incentive Plan, when added
to all other grants or awards under the other parts of the
Program, shall not exceed, in the aggregate, 50,000 options
during any period of 12 consecutive months.  Such limitation
shall be subject to adjustments in the manner described in
Article 6 of the General Provisions of this Program.

     Section 6.  Exercise of Options.  Each option shall be
exercisable in one or more installments during its term, and the
right to exercise may be cumulative as determined by the Program
Administrators.  No option may be exercised for a fraction of a
share of Common Stock.  The purchase price of any shares
purchased shall be paid in full, in cash or by certified or
cashier's check payable to the order of the Company or by shares
of Common Stock, if permitted by the Program Administrators, or
by a combination of cash, check, or shares of Common Stock, at
the time of exercise of the option; provided that the form(s) of
payment allowed the employee shall be established when the option
<PAGE 7> is granted.  If any portion of the purchase price is
paid in shares of Common Stock, those shares shall be tendered at
their then fair market value as determined by the Program
Administrators in accordance with Section 4 of this Incentive
Plan.  Notwithstanding the foregoing, Common Stock acquired
pursuant to the exercise of an incentive stock option may not be
tendered as payment unless the holding period requirements of
Code Section 422(a)(1) have been satisfied, and Common Stock not
acquired pursuant to the exercise of an incentive stock option
may not be tendered as payment unless it has been held,
beneficially and of record, for at least one year.

     Section 7.  Acceleration of Right of Exercise of
Installments.  Notwithstanding the first sentence of Section 6 of
this Incentive Plan, in the event the Company or its shareholders
enter into an agreement to dispose of all or substantially all of
the assets or stock of the Company by means of a sale, merger or
other reorganization, liquidation, or otherwise, any option
granted pursuant to the terms of the Incentive Plan shall become
immediately exercisable with respect to the full number of shares
subject to that option; provided, however, that no option shall
be immediately exercisable under this Section 7 on account of any
agreement to dispose of all or substantially all of the assets or
stock of the Company by means of a sale, merger or other
reorganization, liquidation, or otherwise where the shareholders
of the Company immediately before the consummation of the
transaction will own at least 50% of the total combined voting
power of all classes of stock entitled to vote of the surviving
entity, whether the Company or some other entity, immediately
after the consummation of the transaction.  In the event the
transaction contemplated by the agreement referred to in this
Section 7 is not consummated, but rather is terminated, canceled,
or expires, the options granted pursuant to the Incentive Plan,
to the extent not exercised, shall thereafter be treated as if
such agreement had never been entered into.

     Notwithstanding the first sentence of Section 6 of this
Incentive Plan, in the event of a change in control of the
Company or threatened change in control of the Company as
determined by a vote of not less than a majority of the Board of
Directors of the Company, all options granted prior to such
change in control or threatened change of control shall become
immediately exercisable.  The term "control" for purposes of this
Section shall refer to the acquisition of 10% or more of the
voting securities of the Company by any person or by persons
acting as a group within the meaning of Section 13(d) of the
Securities Exchange Act of 1934, as amended; provided, however,
that for purposes of the Incentive Plan, no change in control or
threatened change in control shall be deemed to have occurred if
prior to the acquisition of, or offer to acquire, 10% or more of
the voting securities of the Company, the full Board of Directors
of the Company shall have adopted, by not less than two-thirds
vote, a resolution specifically approving such acquisition or
offer.  The term "person" for purposes of this Section refers to
an individual or a corporation, partnership, trust, association,
<PAGE 8> joint venture, pool, syndicate, sole proprietorship,
unincorporated organization or any other form of entity not
specifically listed herein.

     Section 8.  Written Notice Required.  Any option granted
pursuant to the terms of the Incentive Plan shall be exercised
when written notice of that exercise has been given to the
Company at its principal office by the person entitled to
exercise the option and full payment for the shares with respect
to which the option is exercised has been received by the
Company.

     Section 9.  Additional Exercise Provisions.  An employee
granted and holding more than one option granted pursuant to the
terms of the Incentive Plan at any relevant time may, in
accordance with the provisions of the Incentive Plan, elect to
exercise such options in any order.

     In addition, at the request of the employee and to the
extent permitted by applicable law, the Company may, in its sole
discretion, selectively approve arrangements with a brokerage
firm under which such brokerage firm, on behalf of the employee,
shall pay to the Company the exercise price of the options being
exercised, and the Company, pursuant to an irrevocable notice
from the employee, shall promptly deliver the shares being
purchased to such brokerage firm.  In the event any such
arrangement is implemented, the employee shall acknowledge, in
writing, his or her understanding that the immediate sale of the
option stock will disqualify the related option as an incentive
stock option.

     Section 10.  Compliance With Securities Laws.  Shares of
Common Stock shall not be issued with respect to any option
granted under the Incentive Plan unless the exercise of that
option and the issuance and delivery of those shares pursuant to
that exercise shall comply with all relevant provisions of state
and federal law including, without limitation, the Securities Act
of 1933, as amended, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which
the shares may then be listed, and shall be further subject to
the approval of counsel for the Company with respect to such
compliance.  The Program Administrators may also require an
employee to whom an option has been granted under the Incentive
Plan ("Optionee") to furnish evidence satisfactory to the
Company, including a written and signed representation letter and
consent to be bound by any transfer restriction imposed by law,
legend, condition, or otherwise, that the shares are being
purchased only for investment and without any present intention
to sell or distribute the shares in violation of any state or
federal law, rule, or regulation.  Further, each Optionee shall
consent to the imposition of a legend on the shares of Common
Stock subject to his or her option restricting their
transferability as required by law or by this Section 10.
  <PAGE 9>
     Section 11.  Employment of Optionee.  Each Optionee, if
requested by the Program Administrators when the option is
granted, must agree in writing as a condition of receiving his or
her option, that he or she will remain in the employ of the
Company, or any parent or subsidiary corporation of the Company
(or a corporation or a parent or subsidiary of such corporation
issuing or assuming a stock option in a transaction to which
section 424(a) of the Code applies), as the case may be,
following the date of the granting of that option for a period
specified by the Program Administrators, which period shall in no
event exceed three years.  Nothing in the Plan or in any option
granted hereunder shall confer upon any Optionee any right to
continued employment by the Company, or any parent or subsidiary
corporation, or limit in any way the right of the Company or any
parent or subsidiary corporation at any time to terminate or
alter the terms of that employment.

     Section 12.  Option Rights Upon Termination of Employment.
If an Optionee ceases to be employed by the Company, or any
parent or subsidiary corporation (or a corporation or a parent or
subsidiary of such corporation issuing or assuming a stock option
in a transaction to which section 424(a) of the Code applies),
for any reason other than death or disability, his or her option
shall immediately terminate; provided, however, that the Program
Administrators may, at the time an option is granted, in their
discretion, allow such option to be exercised (to the extent
exercisable on the date of termination of employment) within
three months after the date of termination of employment; and
provided further, that after an event described in Section 6, an
Optionee shall be entitled to exercise such option (or an option
into which it is converted) for a period of the lesser of the
remaining term of the option or 18 months following such event,
notwithstanding anything herein or in the option agreement to the
contrary.

     Section 13.  Option Rights Upon Disability.  If an Optionee
becomes permanently and totally disabled within the meaning of
Section 22(e)(3) of the Code while employed by the Company, or
any parent or subsidiary corporation (or a corporation or a
parent or subsidiary of such corporation issuing or assuming a
stock option in a transaction to which section 424(a) of the Code
applies), the option may be exercised, to the extent exercisable
on the date of termination of employment, at any time within one
year after the date of termination of employment due to
disability, unless either the option or the Incentive Plan
otherwise provides for earlier termination.

     Section 14.  Option Rights Upon Death of Optionee.  Except
as otherwise limited by the Program Administrators at the time of
the grant of an option, if an Optionee dies while employed by the
Company, or any parent or subsidiary corporation (or a
corporation or a parent or subsidiary of such corporation issuing
or assuming a stock option in a transaction to which
section 424(a) of the Code applies), or, if the option continues
to be exercisable, within three months after ceasing to be an
<PAGE 10> employee thereof, his or her option shall expire one
year after the date of death unless by its term it expires
sooner.  During this one year or shorter period, the option may
be exercised, to the extent that it remains unexercised on the
date of death, by the person or persons to whom the Optionee's
rights under the option shall pass by will or by the laws of
descent and distribution, but only to the extent that the
Optionee is entitled to exercise the option at the date of death.

     Section 15.  Options Not Transferable.  Options granted
pursuant to the terms of the Incentive Plan may not be sold,
pledged, assigned, or transferred in any manner otherwise than by
will or the laws of descent or distribution and may be exercised
during the lifetime of an Optionee only by that Optionee.

     Section 16.  Adjustments to Number and Purchase Price of
Optioned Shares.  All options granted pursuant to the terms of
this Incentive Plan shall be adjusted in the manner prescribed by
Article 6 of the General Provisions of this Program.
  <PAGE 11>
                             PART II

                      JADE FINANCIAL CORP.
                 COMPENSATORY STOCK OPTION PLAN

     Section 1.  Purpose.  The purpose of the Jade Financial
Corp. Compensatory Stock Option Plan ("Compensatory Plan") is to
permit the Company to grant options to purchase shares of its
Common Stock to selected employees and directors of the Company.
The Compensatory Plan is designed to help attract and retain
superior personnel for positions of substantial responsibility
with the Company and any parent or subsidiary, and to provide
employees and directors with an additional incentive to
contribute to the success of the Company.  Any option granted
pursuant to this Compensatory Plan shall be clearly and
specifically designated as not being an incentive stock option,
as defined in Section 422(b) of the Internal Revenue Code of
1986, as amended ("Code").  This Compensatory Plan is Part II of
the Company's Stock Compensation Program ("Program").  Unless any
provision herein indicates to the contrary, this Compensatory
Plan shall be subject to the General Provisions of the Program.

     Section 2.  Option Terms and Conditions.  The terms and
conditions of options granted under this Compensatory Plan may
differ from one another as the Program Administrators shall, in
their discretion, determine, as long as all options granted under
the Compensatory Plan satisfy the requirements of the
Compensatory Plan.

     The maximum number of shares of common stock for which
options may be granted under this Compensatory Plan to all
directors who are not employees of the Company or any parent or
subsidiary shall not exceed 50 percent of the shares of common
stock covered by the Program.

     Section 3.  Duration of Options.  Each option and all rights
thereunder granted pursuant to the terms of this Compensatory
Plan shall expire on the date determined by the Program
Administrators, but in no event shall any option granted under
the Compensatory Plan expire later than 10 years and one month
from the date on which the option is granted.  In addition, each
option shall be subject to early termination as provided in the
Compensatory Plan.

     Section 4.  Purchase Price.  The purchase price for shares
acquired pursuant to the exercise, in whole or in part, of any
option shall be equal to the fair market value of the shares at
the time of the grant of the option.  Fair market value shall be
determined by the Program Administrators on the basis of such
factors as they deem appropriate; provided, however, that fair
market value shall be determined without regard to any
restriction other than a restriction which, by its terms, shall
never lapse; and provided further, that if at the time of the
determination, the shares of the Company are admitted to trading
<PAGE 12> on a national securities exchange for which sales
prices are regularly reported, the fair market value of those
shares shall be the closing sales price reported for the Common
Stock on that exchange on the day on which the option is granted,
or if no sale has taken place on such day, the mean of the
closing bid prices quoted by the then primary market makers of
the Company's Common Stock.  For purposes of this Section 4, the
term "national securities exchange" shall include the National
Association of Securities Dealers Automated Quotation System and
the over-the-counter market.

     Section 5.  Maximum Amount of Options in Any Calendar Year.
Grants to any person under the Compensatory Plan, when added to
all other grants or awards under the Program, shall not exceed,
in the aggregate, 50,000 options during any period of 12
consecutive months.  Such limitation shall be subject to
adjustments in the manner described in Article 6 of the General
Provisions of this Program.

     Section 6.  Exercise of Options.  Each option shall be
exercisable in one or more installments during its term and the
right to exercise may be cumulative as determined by the Program
Administrators (or the Board of Directors with respect to the
Program Administrators).  No options may be exercised for a
fraction of a share of Common Stock.  The purchase price of any
shares purchased shall be paid in full in cash or by certified or
cashier's check payable to the order of the Company or by shares
of Common Stock, if permitted by the Program Administrators (or
the Board of Directors with respect to the Program
Administrators), or by a combination of cash, check or shares of
Common Stock, at the time of exercise of the option.  If any
portion of the purchase price is paid in shares of Common Stock,
those shares shall be tendered at their then fair market value as
determined by the Program Administrators (or the Board of
Directors with respect to the Program Administrators) in
accordance with Section 4 of this Compensatory Plan.
Notwithstanding the foregoing, Common Stock acquired pursuant to
the exercise of an option may not be tendered as payment unless
it has been held, beneficially and of record, for at least one
year.

     Section 7.  Acceleration of Right of Exercise of
Installments.  Notwithstanding the first sentence of Section 6 of
this Compensatory Plan, if the Company or its shareholders enter
into an agreement to dispose of all or substantially all of the
assets or stock of the Company by means of a sale, merger or
other reorganization, liquidation, or otherwise, any option
granted pursuant to the terms of this Compensatory Plan shall
become immediately exercisable with respect to the full number of
shares subject to that option; provided, however, that no option
shall be immediately exercisable under this Section 7 on account
of any agreement to dispose of all or substantially all of the
assets or stock of the Company by means of a sale, merger or
other reorganization, liquidation, or otherwise where the
shareholders of the Company immediately before the consummation
<PAGE 13> of the transaction will own at least 50% of the total
combined voting power of all classes of stock entitled to vote of
the surviving entity whether the Company or some other entity,
immediately after the consummation of the transaction.  In the
event the transaction contemplated by the agreement referred to
in this Section 7 is not consummated, but rather is terminated,
canceled or expires, the options granted pursuant to the
Compensatory Plan, to the extent not exercised, shall thereafter
be treated as if such agreement had never been entered into.

     Notwithstanding the first sentence of Section 6 of this
Compensatory Plan, in the event of a change in control of the
Company, or threatened change in control of the Company as
determined by a vote of not less than a majority of the Board of
Directors of the Company, all options granted prior to such
change in control or threatened change in control shall become
immediately exercisable.  The term "control" for purposes of this
Section shall refer to the acquisition of 10% or more of the
voting securities of the Company by any person or by persons
acting as a group within the meaning of Section 13(d) of the
Securities Exchange Act of 1934, as amended; provided, however,
that for purposes of this Compensatory Plan, no change in control
or threatened change in control shall be deemed to have occurred
if prior to the acquisition of, or offer to acquire, 10% or more
of the voting securities of the Company, the full Board of
Directors of the Company shall have adopted, by not less than
two-thirds vote, a resolution specifically approving such
acquisition or offer.  The term "person" for purposes of this
Section refers to an individual or a corporation, partnership,
trust, association, joint venture, pool, syndicate, sole
proprietorship, unincorporated organization or any other form of
entity not specifically listed herein.

     Section 8.  Written Notice Required.  Any option granted
pursuant to the terms of this Compensatory Plan shall be
exercised when written notice of that exercise has been given to
the Company at its principal office by the person entitled to
exercise the option and full payment for the shares with respect
to which the option is exercised has been received by the
Company.

     Section 9.  Additional Exercise Provisions.  An employee or
director granted and holding more than one option granted
pursuant to the terms of the Compensatory Plan at any relevant
time may, in accordance with the provisions of the Compensatory
Plan, elect to exercise such options in any order.

     In addition, at the request of the employee or director and
to the extent permitted by applicable law, the Company may, in
its sole discretion, selectively approve arrangements with a
brokerage firm under which such brokerage firm, on behalf of the
individual, shall pay to the Company the exercise price of the
options being exercised, and the Company, pursuant to an
irrevocable notice from such individual, shall promptly deliver
the shares being purchased to such brokerage firm.  <PAGE 14>

     Section 10.  Compliance With Securities Laws.  Shares shall
not be issued with respect to any option granted under the
Compensatory Plan unless the exercise of that option and the
issuance and delivery of the shares pursuant thereto shall comply
with all relevant provisions of state and federal law, including,
without limitation, the Securities Act of 1933, as amended, the
rules and regulations promulgated thereunder and the requirements
of any stock exchange upon which the shares may then be listed,
and shall be further subject to the approval of counsel for the
Company with respect to such compliance.  The Program
Administrators may also require an individual to whom an option
has been granted ("Optionee") to furnish evidence satisfactory to
the Company, including a written and signed representation letter
and consent to be bound by any transfer restrictions imposed by
law, legend, condition, or otherwise, that the shares are being
purchased only for investment purposes and without any present
intention to sell or distribute the shares in violation of any
state or federal law, rule, or regulation.  Further, each
Optionee shall consent to the imposition of a legend on the
shares of Common Stock subject to his or her option restricting
their transferability as required by law or by this Section 10.

     Section 11.  Employment of Optionee.  Each
employee-Optionee, if requested by the Program Administrators,
must agree in writing as a condition of the granting of his or
her option, to remain in the employment of the Company or any
parent or subsidiary (or a corporation or a parent or subsidiary
of such corporation issuing or assuming a stock option in a
transaction to which Code Section 424(a) applies), following the
date of the granting of that option for a period specified by the
Program Administrators, which period shall in no event exceed
three years.  Nothing in this Compensatory Plan or in any option
granted hereunder shall confer upon any Optionee any right to
continued employment by the Company or any parent or subsidiary,
or limit in any way the right of the Company or any parent or
subsidiary at any time to terminate or alter the terms of that
employment.

     Section 12.  Option Rights Upon Termination of Employment,
Etc.  If any Optionee under this Compensatory Plan ceases to be
employed by, or a director of, the Company or any parent or
subsidiary (or a corporation or a parent or subsidiary of such
corporation issuing or assuming a stock option in a transaction
to which Code Section 424(a) applies), for any reason other than
disability or death, his or her option shall immediately
terminate; provided, however, that the Program Administrators (or
the Board of Directors with respect to the Program
Administrators) may, at any time in their discretion, allow the
option to be exercised (to the extent exercisable on the date of
termination of employment) within three months after the date of
termination; and provided further, that after an event described
in Section 7, an Optionee shall be entitled to exercise such
option (or an option into which it is converted) for a period of
the lesser of the remaining term of the option or 18 months
<PAGE 15> following such event, notwithstanding anything herein
or in the option agreement to the contrary.

     Section 13.  Option Rights Upon Disability.  If an Optionee
becomes permanently and totally disabled within the meaning of
Code Section 22(e)(3) while employed by, or a director of, the
Company, or any parent or subsidiary corporation (or a
corporation or a parent or subsidiary of such corporation issuing
or assuming a stock option in a transaction to which Code
Section 424(a) applies), the option may be exercised, to the
extent exercisable on the date of termination of employment, at
any time within one year after the date of termination of
employment due to disability, unless either the option or the
Incentive Plan otherwise provides for earlier termination.

     Section 14.  Option Rights Upon Death of Optionee.  Except
as otherwise limited by the Program Administrators (or the Board
of Directors with respect to the Program Administrators) at the
time of the grant of an option, if an Optionee dies while
employed by, or a director of, the Company, or any parent or
subsidiary corporation (or a corporation or a parent or
subsidiary of such corporation issuing or assuming a stock option
in a transaction to which Code Section 424(a) applies), or, if
the option continues to be exercisable, within three months after
ceasing to be an employee or director, his or her option shall
expire one year after the date of death unless by its terms it
expires sooner.  During this one year or shorter period, the
option may be exercised, to the extent that it remains
unexercised on the date of death, by the person or persons to
whom the Optionee's rights under the option shall pass by will or
by the laws of descent and distribution, but only to the extent
that the Optionee is entitled to exercise the option at the date
of death.

     Section 15.  Transferability.  Except as provided below,
options granted pursuant to the terms of this Compensatory Plan
may not be sold, pledged, assigned, or transferred in any manner
otherwise than by will or the laws of descent or distribution and
may be exercised during the lifetime of an Optionee only by that
Optionee.  However, if the Program Administrators so determine at
the time the option is granted, the option may be transferable to
members of the Optionee's "immediate family" (as hereinafter
defined), to a partnership whose members are only the Optionee
and/or members of the Optionee's immediate family, or to a trust
for the benefit of only the Optionee and/or members of the
Optionee's immediate family.  For purposes of this Section 15, an
Optionee's "immediate family" includes only his or her spouse,
parents or other ancestors, and children and other direct
descendants of the Optionee or of his or her spouse (including
such ancestors and descendants by adoption).

     Section 16.  Adjustments to Number and Purchase Price of
Optioned Shares.  All options granted pursuant to the terms of
<PAGE 16> this Compensatory Plan shall be adjusted in a manner
prescribed by Article 6 of the General Provisions of the Program.
  <PAGE 17>
                            PART III

                      JADE FINANCIAL CORP.
                 STOCK APPRECIATION RIGHTS PLAN


     Section 1.  Purpose.  The purpose of the Jade Financial
Corp. Stock Appreciation Rights Plan ("S.A.R. Plan") is to permit
the Company to grant stock appreciation rights for its Common
Stock to its employees.  The S.A.R. Plan is designed to help
attract and retain superior personnel for positions of
substantial responsibility with the Company and any parent or
subsidiary and to provide employees with an additional incentive
to contribute to the success of the Company.  This S.A.R. Plan is
Part III of the Company's Stock Compensation Program ("Program").

     Section 2.  Terms and Conditions.  The Program
Administrators may, but shall not be obligated to, authorize, on
such terms and conditions as they deem appropriate in each case,
the granting of a stock appreciation right, which is the right to
receive an amount equal to the appreciation, if any, in the fair
market value of a share of the Company's Common Stock from the
date of grant of the stock appreciation right to the date of its
payment.  In addition, the Program Administrators may, but shall
not be obligated to, authorize, on such terms and conditions as
they deem appropriate in each case, the Company to accept the
surrender by the recipient of a stock option granted under Part I
or Part II of the right to exercise that option, or portion
thereof, in consideration for the payment by the Company of an
amount equal to the excess of the fair market value of the shares
of Common Stock subject to such option, or portion thereof
surrendered, over the option price of such shares.  Such payment,
at the discretion of the Program Administrators, may be made in
shares of Common Stock valued at the then fair market value
thereof, determined as provided in Section 4 of Part I or
Part II, as the case may be, or in cash, or partly in cash and
partly in shares of Common Stock; provided that with respect to
rights granted in tandem with incentive stock options, the
Program Administrators shall establish the form(s) of payment
allowed the Optionee at the date of grant.  The Program
Administrators shall not be authorized to make payment to any
Optionee in shares of the Company's Common Stock unless Code
Section 83 would apply to the Common Stock transferred to the
Optionee.  Notwithstanding the foregoing, the Company may not
permit the exercise or cancellation of a stock appreciation right
issued pursuant to this S.A.R. Plan until the Company has been
subject to the reporting requirements of Section 13 of the
Securities Exchange Act of 1934, as amended ("Exchange Act") for
a period of at least one year prior to the exercise and
cancellation of any such stock appreciation right.

     Section 3.  Time Limitations.  Any election by an Optionee
to exercise the stock appreciation rights provided in this S.A.R.
Plan shall be made during the period beginning on the third
<PAGE 18> business day following the release for publication of
quarterly or annual financial information required to be prepared
and disseminated by the Company pursuant to the requirements of
the Exchange Act and ending on the twelfth business day following
such date.  The required release of information shall be deemed
to have been satisfied when the specified financial data appears
on or in a wire service, financial news service or newspaper of
general circulation or is otherwise first made publicly
available.

     Section 4.  Exercise of Stock Appreciation Rights; Effect on
Stock Options and Vice Versa.  To the extent relevant, upon the
exercise of a stock appreciation right, the number of shares
available under the stock option to which it relates shall
decrease by a number equal to the number of shares for which the
right was exercised.  Upon the exercise of a stock option, any
related stock appreciation right shall terminate to the extent of
the number of shares acquired by reason of such exercise.

     Section 5.  Time of Grant.  With respect to options granted
under Part I, stock appreciation rights must be granted
concurrently with the stock options to which they relate; with
respect to options granted under Part II, stock appreciation
rights may be granted concurrently or at any time thereafter
prior to the exercise or expiration of such options.

     Section 6.  Non-Transferable.  Unless permitted by law and
the Board of Directors or Plan Administrators, the holder of a
stock appreciation right may not transfer or assign the right
otherwise than by will or in accordance with the laws of descent
and distribution.  Furthermore, in the event of the termination
of his or her service with the Company as a director, officer
and/or employee, the right may be exercised only within the
period, if any, which the option to which it relates may be
exercised.

     Section 7.  Tandem Incentive Stock Option - Stock
Appreciation Right.  Whenever an incentive stock option, granted
pursuant to Part I, and a stock appreciation right authorized
hereunder are granted together and the exercise of one affects
the right to exercise the other, the following requirements shall
apply:

     1)   the stock appreciation right will expire no later than
the expiration of the underlying incentive stock option;

     2)   the stock appreciation right may be for no more than
the difference between the exercise price of the underlying
option and the market price of the stock subject to the
underlying option at the time the stock appreciation right is
exercised;

     3)   the stock appreciation right is transferable only when
the underlying incentive stock option is transferable, and under
the same conditions;  <PAGE 19>

     4)   the stock appreciation right may be exercised only when
the underlying incentive stock option is eligible to be
exercised; and

     5)   the stock appreciation right may be exercised only when
the market price of the stock subject to the option exceeds the
exercise price of the stock subject to the option.

     Section 8.  Tandem Stock Option - Limited Stock Appreciation
Right.  The Program Administrators may provide that any tandem
stock appreciation right granted pursuant hereto be a limited
stock appreciation right, in which event:

     1)   the limited stock appreciation right shall be
exercisable during the period beginning on the first day
following the expiration of an Offer (as defined below) and
ending on the thirtieth day following such date (but in no event
less than six months after the date of grant of the right);

     2)   neither the option tandem to the limited stock
appreciation right nor any other stock appreciation right tandem
to such option may be exercised at any time that the limited
stock appreciation right may be exercised, provided that this
requirement shall not apply in the case of an incentive stock
option tandem to a limited stock appreciation right if and to the
extent that the Program Administrators determine that such
requirement is not consistent with applicable statutory
provisions regarding incentive stock options and the regulations
issued thereunder; and

     3)   upon exercise of the limited stock appreciation right,
the fair market value of the shares to which the right relates
shall be determined as the highest price per share paid in any
Offer that is in effect at any time during the period beginning
on the sixtieth day prior to the date on which the limited stock
appreciation right is exercised and ending on such exercise date;
provided, however, with respect to a limited stock appreciation
right tandem to an incentive stock option, the Program
Administrators shall determine fair market value of such shares
in a different manner if and to the extent that the Program
Administrators deem necessary or desirable to conform with
applicable statutory provisions regarding incentive stock options
and the regulations issued thereunder.

     The term "Offer" shall mean any tender offer or exchange
offer for shares of the Company, provided that the person making
the offer acquires shares of the Company's capital stock pursuant
to such offer.

     Section 9.  Limitation on Grants of Stock Appreciation
Rights.  The maximum number of stock appreciation rights that may
be granted to any individual during any 12 consecutive month
period shall be limited as provided in Section 5 of Part II of
the Program.
  <PAGE 20>
                             PART IV

                      JADE FINANCIAL CORP.
                      RESTRICTED SHARE PLAN

     Section 1.  Purpose.  The purpose of the Jade Financial
Corp. Restricted Share Plan ("Restricted Plan") is to promote the
growth and general prosperity of the Company by permitting the
Company to grant restricted shares to help attract and retain
superior personnel for positions of substantial responsibility
with the Company and any parent or subsidiary, and to provide
employees with an additional incentive to contribute to the
success of the Company.  This Restricted Plan is Part IV of the
Company's Stock Compensation Program ("Program").

     Section 2.  Terms and Conditions.  The Program
Administrators may grant restricted shares to an employee on such
terms and conditions as may be determined.  A certificate or
certificates representing the number of restricted shares granted
shall be registered in the name of the grantee.  Until the
expiration of the restriction period or the lapse of restrictions
in the manner provided below, the certificate or certificates
shall be held by the Company for the account of the grantee, and
the grantee shall have beneficial ownership of the restricted
shares, including the right to receive dividends on, and the
right to vote, the restricted shares.

     Section 3.  Restriction Period.  For purposes of the
Restricted Plan, the Restriction Period shall be a period of time
not less than twenty-four (24) nor more than sixty (60) months,
to be determined within those limits by the Program
Administrators in their sole discretion, commencing on the date
as of which restricted shares are granted, during which the
restrictions imposed by Section 4 of the Restricted Plan shall
apply.  The Program Administrator shall determine the length of
the Restriction Period at the time that the restricted shares are
granted.

     Section 4.  Restrictions.  Until the expiration of the
Restriction Period or the lapse of restrictions in the manner
provided below, restricted shares shall be subject to the
following restrictions and any additional restrictions that the
Program Administrators, in their sole discretion, may from time
to time deem desirable in furtherance of the objectives of the
Restricted Plan:

          (a)  the grantee shall not be entitled to received the
certificate or certificates representing the restricted shares;

          (b)  the restricted shares may not be sold,
transferred, assigned, pledged, conveyed, hypothecated, or
otherwise disposed of; and
  <PAGE 21>
          (c)  the restricted shares may be forfeited immediately
as provided in Section 6 of the Restricted Plan.

     Section 5.  Distribution of Restricted Shares.  If an
individual to whom restricted shares have been granted remains in
the continuous employment of the Company during the entire
Restriction Period, upon the expiration of the Restriction Period
all restrictions applicable to the restricted shares shall lapse,
and the certificate or certificates representing the shares of
Common Stock that were granted to the grantee in the form of
restricted shares shall be delivered to the grantee.

     Section 6. Termination of Employment.  If the employment of
a grantee is terminated for any reason other than disability or
the death of the grantee while in the service of the Company
before the expiration of the Restriction Period, the restricted
shares shall be forfeited immediately and all rights of the
grantee to such shares shall terminate immediately without
further obligation on the part of the Company.  If the grantee is
terminated by reason of disability or death while in the service
of the Company before the expiration of the Restriction Period,
the number of restricted shares held by the Company for the
grantee's benefit shall be reduced by the proportion of the
Restriction Period remaining after the individual's termination;
the restrictions on the balance of such restricted shares shall
lapse on the date the grantee's service is terminated; and a
certificate or certificates representing the shares of Common
Stock upon which the restrictions have lapsed shall be delivered
to the grantee (or in the event of the grantee's death, to his or
her beneficiary).

     Section 7.  Waiver of Restrictions.  The Program
Administrators may, in their sole discretion, waive any and all
restrictions with respect to restricted shares.  Upon a change in
control or other corporate transaction described in Section 6 of
the Incentive Plan, all restrictions with respect to restricted
shares shall lapse.

     Section 8.  Limitation on Awards of Restricted Shares.  The
maximum number of restricted shares that may be awarded during
any 12 consecutive month period shall be limited as provided in
Section 5 of Part II of the Program.  <PAGE 22>