Registration No. 333-__________
As filed with the Securities and Exchange Commission on
December 16, 1998
________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_______________________________________
HIGH COUNTRY BANCORP, INC.
_______________________________________
(Exact Name of Registrant as Specified in Its Charter)
COLORADO 84-1438612
- ------------------------------- -----------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
130 W. 2ND STREET
SALIDA, COLORADO 81201-0309
____________________________________
(Address of Principal Executive Offices)
HIGH COUNTRY BANCORP, INC. MANAGEMENT RECOGNITION PLAN
HIGH COUNTRY BANCORP, INC. 1998 STOCK OPTION AND INCENTIVE PLAN
- ---------------------------------------------------------------
(Full Title of the Plans)
LARRY D. SMITH, PRESIDENT
HIGH COUNTRY BANCORP, INC.
130 W. 2ND STREET
SALIDA, COLORADO 81201-0309
---------------------------------------
(Name and Address of Agent For Service)
(719) 539-2516
______________________________________________________
(Telephone Number, Including Area Code, of Agent For Service)
COPIES TO:
J. MARK POERIO, ESQUIRE
HOWARD S. PARRIS, ESQUIRE
HOUSLEY KANTARIAN & BRONSTEIN, P.C.
1220 19TH STREET N.W., SUITE 700
WASHINGTON, D.C. 20036
(202) 822-9611
CALCULATION OF REGISTRATION FEE
================================================================================================
Title Of Securities Amount Proposed Maximum Proposed Maximum Amount of
To Be To Be Offering Price Aggregate Offering Registration
Registered Registered Per Share Price Fee
- ------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value 181,150 (1) $13.125 (2) $2,430,093.75 (2) $675.57
================================================================================================
<FN>
(1) Maximum number of shares issuable under the High Country Bancorp, Inc. Management Recognition
Plan (39,675 shares) and the High Country Bancorp, Inc. 1998 Stock Option and Incentive Plan
(145,475 shares), as such amounts may be increased in accordance with said plans in the event
of a merger, consolidation, recapitalization or similar event involving the Registrant.
(2) Under Rule 457(h) the registration fee may be calculated, inter alia, based upon the average
of the high and low selling prices of the common stock of the Registrant as reported on the
National Association of Securities Dealers Automated Quotation, SmallCap Market ("SmallCap")
on December 11, 1998 of $13.125 per share ($2,430,093.75 in the aggregate).
</FN>
/TABLE
PART I
INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
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ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
- ------ INFORMATION*
*Documents containing the information required by Part I
of this Registration Statement will be sent or given to
participants in the High Country Bancorp, Inc. Management
Recognition Plan and the High Country Bancorp, Inc. 1998 Stock
Option and Incentive Plan (together, the "Plans") in accordance
with Rule 428(b)(1). In accordance with Note to Part I of Form
S-8, such documents are not filed with the Securities and
Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus
supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
- ------
High Country Bancorp, Inc. (the "Company") is subject to
the informational requirements of the Securities Exchange Act of
1934, as amended (the "1934 Act") and, accordingly, files
periodic reports and other information with the Commission.
Reports, proxy statements and other information concerning the
Company filed with the Commission may be inspected and copies
may be obtained (at prescribed rates) at the Commission's Public
Reference Section, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a Web
site that contains reports, proxy and information statements and
other information regarding registrants that file electronically
with the Commission, including the Company. The address for the
Commission's Web site is "http://www.sec.gov".
The following documents are incorporated by reference in
this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 1998 (Commission File No. 0-23409).
(b) The Company's Quarterly Report on Form 10-QSB for
the quarter ended September 30,1998 (Commission File No. 0-
23409).
(c) The description of the Company's securities
contained in the Company's Prospectus dated October 24,1997.
ALL DOCUMENTS SUBSEQUENTLY FILED BY THE COMPANY PURSUANT
TO SECTIONS 13(A), 13(C), 14, AND 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, AFTER THE DATE HEREOF AND
PRIOR TO THE TERMINATION OF THE OFFERING OF THE SHARES OF COMMON
STOCK, PAR VALUE $.01 PER SHARE ("COMMON STOCK") SHALL BE DEEMED
TO BE INCORPORATED BY REFERENCE IN THIS REGISTRATION STATEMENT,
AND TO BE A PART HEREOF FROM THE DATE OF FILING OF SUCH
DOCUMENTS.
ITEM 4. DESCRIPTION OF SECURITIES
- ------
Not applicable, as the Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934.
1
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
- ------
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
- ------
Directors, officers and employees of the Company and/or
the Association may be entitled to benefit from the
indemnification provisions contained in the Colorado Business
Corporation Act (the "CBCA"), the Company's Articles of
Incorporation and federal regulations applicable to the
Association. The general effect of these provisions is
summarized below:
COLORADO BUSINESS CORPORATION ACT
Sections 7-109-102 and 7-109-107 of the CBCA permit a
Colorado corporation to indemnify any person who was or is a
party or is threatened to be made a party to any proceeding of
any type, (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent,
may not, of itself, create a presumption that these standards
have not been met.
A Colorado corporation may also indemnify any person who
was or is a party or is threatened to be made a party to any
proceeding by or in the right of the corporation by reason of
the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation. However, no
indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was
brought determines upon application that such person is fairly
and reasonably entitled to be indemnified.
To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise
in defense of any proceeding described above indemnification
against expenses (including attorneys' fees) actually and
reasonably incurred by him is mandatory.
Any determination that indemnification of the director,
officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth
in subsections (a) and (b) must be made by a majority of the
board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or
proceeding, or if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or by the
stockholders.
Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may
be paid by the corporation in advance of the final disposition
of or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be
indemnified by the corporation.
The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this
section is not exclusive.
2
In addition, a corporation shall have power to purchase
and maintain insurance against any liability of individuals whom
the corporation is required to indemnify.
ARTICLE XVII OF THE ARTICLES OF INCORPORATION
A. Persons. The Corporation shall indemnify, to the
extent provided in paragraphs B, D or F:
(1) any person who is or was a director, officer,
employee, or agent of the Corporation; and
(2) any person who serves or served at the
Corporation's request as a director, officer, employee,
agent, partner or trustee of another corporation,
partnership, joint venture, trust or other enterprise.
B. Extent -- Derivative Suits. In case of a
threatened, pending or completed action or suit by or in the
right of the Corporation against a person named in paragraph A
by reason of his holding a position named in paragraph A, the
Corporation shall indemnify him if he satisfies the standard in
paragraph C, for expenses (including attorneys' fees but
excluding amounts paid in settlement) actually and reasonably
incurred by him in connection with the defense or settlement of
the action or suit.
C. Standard -- Derivative Suits. In case of a
threatened, pending or completed action or suit by or in the
right of the Corporation, a person named in paragraph A shall be
indemnified only if:
(1) he is successful on the merits or otherwise;
or
(2) he acted in good faith in the transaction
which is the subject of the suit or action, and in a
manner he reasonably believed to be in, or not opposed to,
the best interests of the Corporation, including, but not
limited to, the taking of any and all actions in
connection with the Corporation's response to any tender
offer or any offer or proposal of another party to engage
in a Business Combination (as defined in Article XV) not
approved by the board of directors. However, he shall not
be indemnified in respect of any claim, issue or matter as
to which he has been adjudged liable to the Corporation
unless (and only to the extent that) the court in which
the suit was brought shall determine, upon application,
that despite the adjudication but in view of all the
circumstances, he is fairly and reasonably entitled to
indemnity for such expenses as the court shall deem
proper.
D. Extent -- Nonderivative Suits. In case of a
threatened, pending or completed suit, action or proceeding
(whether civil, criminal, administrative or investigative),
other than a suit by or in the right of the Corporation,
together hereafter referred to as a nonderivative suit, against
a person named in paragraph A by reason of his holding a
position named in paragraph A, the Corporation shall indemnify
him if he satisfies the standard in paragraph E, for amounts
actually and reasonably incurred by him in connection with the
defense or settlement of the nonderivative suit, including, but
not limited to (i) expenses (including attorneys' fees), (ii)
amounts paid in settlement, (iii) judgments, and (iv) fines.
E. Standard -- Nonderivative Suits. In case of a
nonderivative suit, a person named in paragraph A shall be
indemnified only if:
(1) he is successful on the merits or otherwise;
or
(2) he acted in good faith in the transaction
which is the subject of the nonderivative suit and in a
manner he reasonably believed to be in, or not opposed to,
the best interests of the Corporation, including, but not
limited to, the taking of any and all actions in
connection with the Corporation's response to any tender
offer or any offer or proposal of another party to engage
in a Business Combination (as defined in Article XV) not
approved by the board of directors and, with respect to
any criminal action or proceeding, he had no reasonable
cause to believe his conduct was unlawful. The
termination of a nonderivative suit by judgment,
3
order, settlement, conviction, or upon a plea of nolo
contendereor its equivalent shall not, in itself, create a
presumption that the person failed to satisfy the standard
of this subparagraph E(2).
F. Determination That Standard Has Been Met. A
determination that the standard of paragraph C or E has been
satisfied may be made by a court, or, except as stated in
subparagraph C(2) (second sentence), the determination may be
made by:
(1) the board of directors by a majority vote of a
quorum consisting of directors of the Corporation who were
not parties to the action, suit or proceeding; or
(2) independent legal counsel (appointed by a
majority of the disinterested directors of the
Corporation, whether or not a quorum) in a written
opinion; or
(3) the stockholders of the Corporation.
G. Proration. Anyone making a determination under
paragraph F may determine that a person has met the standard as
to some matters but not as to others, and may reasonably prorate
amounts to be indemnified.
H. Advance Payment. The Corporation shall pay in
advance any expenses (including attorneys' fees) which may
become subject to indemnification under paragraphs A through G
if:
(1) the board of directors authorizes the specific
payment; and
(2) the person receiving the payment undertakes in
writing to repay the same if it is ultimately determined
that he is not entitled to indemnification by the
Corporation under paragraphs A through G.
I. Nonexclusive. The indemnification and advance
payment of expenses provided by paragraphs A through H shall not
be exclusive of any other rights to which a person may be
entitled by law, bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.
J. Continuation. The indemnification provided by this
Article XVII shall be deemed to be a contract between the
Corporation and the persons entitled to indemnification
thereunder, and any repeal or modification of this Article XVII
shall not affect any rights or obligations then existing with
respect to any state of facts then or theretofore existing or
any action, suit or proceeding theretofore or thereafter brought
based in whole or in part upon any such state of facts. The
indemnification and advance payment provided by paragraphs A
through H shall continue as to a person who has ceased to hold a
position named in paragraph A and shall inure to his heirs,
executors and administrators.
K. Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who holds or who has
held any position named in paragraph A, against any liability
incurred by him in any such position, or arising out of his
status as such, whether or not the Corporation would have power
to indemnify him against such liability under paragraphs A
through H.
L. Intention and Savings Clause. It is the intention
of this Article XVII to provide for indemnification to the
fullest extent permitted by the Business Corporation Act of the
State of Colorado, and this Article XVII shall be interpreted
accordingly. If this Article XVII or any portion hereof shall
be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify
each director, officer, employee, and agent of the Corporation
as to costs, charges, and expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement with respect to
any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, including an action by or in
the right of the Corporation to the full extent permitted by any
applicable portion of this Article XVII that shall not have been
invalidated and to the full extent permitted by applicable law.
If the Business Corporation Act of the State of Colorado is
amended, or other Colorado law is enacted, to permit further or
additional indemnification of the persons defined in this
Article XVII A, then the indemnification of such persons shall
be to the
4
fullest extent permitted by the Business Corporation Act of the
State of Colorado, as so amended, or such other Colorado law.
Federal Regulations Providing for Indemnification of Directors
- --------------------------------------------------------------
and Officers of Salida Building & Loan Association
- --------------------------------------------------
Federal regulations require that Salida Building & Loan
Association (the "Association") indemnify any person against
whom an action is brought by reason of that person's role as a
director or officer of the Association for (i) any judgments
resulting from the action; (ii) reasonable costs and expenses
(including attorney's fees) incurred in connection with the
defense or settlement of such action; and (iii) reasonable costs
and expenses (including attorney's fees) incurred in connection
with enforcing the individual's indemnification rights against
the Association, assuming a final judgment is obtained in his
favor.
The mandatory indemnification provided for by federal
regulations is limited to (i) actions where a final judgment on
the merits is in favor of the officer or director and (ii) in
the case of a settlement, final judgment against the director or
officer or final judgment not on the merits, except as to where
the director or officer is found negligent or to have committed
misconduct in the performance of his or her duties, where a
majority of the Board of Directors of the Association determines
that the director or officer was acting in good faith within
what he was reasonably entitled to believe was the scope of his
or her employment or authority for a purpose that was in the
best interests of the Association or its members or
stockholders.
In addition, the Association has a directors' and
officers' liability policy providing for insurance against
certain liabilities incurred by directors and officers of the
Association while serving in their capacities as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
- ------
Not Applicable.
ITEM 8. EXHIBITS
- ------
For a list of all exhibits filed or included as part of
this Registration Statement, see "Index to Exhibits" at the end
of this Registration Statement.
ITEM 9. UNDERTAKINGS
- ------
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement --
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in the registration
statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective registration statement;
5
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration statement
or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(b) That, for the purpose of determining any
liability under the Securities Act of 1933, each post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
the securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(d) If the registrant is a foreign private issuer,
to file a post-effective amendment to the registration statement
to include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or
throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act
need not be furnished, provided, that the registrant includes in
the prospectus, by means of a post-effective amendment,
financial statements required pursuant to this paragraph and
other information necessary to ensure that all other information
in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a post-effective
amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Act or Rule 3-19
of this chapter if such financial statements and information are
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.
2. The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
3. The undersigned registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation
S-X are not set forth in the prospectus, to deliver, or cause to
be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.
4. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
6
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of Salida,
State of Colorado, on December 15, 1998.
HIGH COUNTRY BANCORP, INC.
By: /s/ Larry D. Smith
-------------------------------
Larry D. Smith
President and Chief Executive
Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned Directors of High Country Bancorp, Inc.,
hereby severally constitute and appoint Larry D. Smith, who may
act, with full power of substitution, our true and lawful
attorney and agent, to do any and all things in our names in the
capacities indicated below which said Larry D. Smith, who may
act, may deem necessary or advisable to enable High Country
Bancorp, Inc. to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with the
registration of High Country Bancorp, Inc. common stock,
including specifically, but not limited to, power and authority
to sign for us in our names in the capacities indicated below,
the registration statement and any and all amendments (including
post-effective amendments) thereto; and we hereby ratify and
confirm all that said Larry D. Smith shall do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
/s/ Larry D. Smith President and Chief December 15, 1998
- ------------------------- Executive Officer and Director
Larry D. Smith (Principal Executive Officer)
/s/ Frank L. DeLay Chief Financial Officer December 15, 1998
- ------------------------- (Principal Financial and
Frank L. DeLay Accounting Officer)
/s/ Scott G. Erchul Vice President and Director December 15, 1998
- -------------------------
Scott G. Erchul
/s/ Robert B. Mitchell Chairman of the Board December 15, 1998
- ------------------------- of Directors
Robert B. Mitchell
/s/ Timothy R. Glenn Director December 15, 1998
- -------------------------
Timothy R. Glenn
/s/ Richard A. Young Director December 15, 1998
- -------------------------
Richard A. Young
/s/ Philip W. Harsh Director December 15, 1998
- -------------------------
Philip W. Harsh
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
5.1 Opinion of Housley Kantarian & Bronstein, P.C.
as to the validity of the Common Stock being
registered
23.1 Consent of Housley Kantarian & Bronstein, P.C.
(appears in their opinion filed as Exhibit 5.1)
23.2 Consent of Grimsley, White & Company
24 Power of Attorney (contained in the signature
page to this registration statement)
99.1 High Country Bancorp, Inc. Management
Recognition Plan and associated trust agreement
99.2 High Country Bancorp, Inc. High Country Bancorp,
Inc. 1998 Stock Option and Incentive Plan
99.3 Form of Stock Option Agreement to be entered
into with Optionees with respect to Incentive
Stock Options granted under the High Country
Bancorp, Inc. 1998 Stock Option and Incentive
Plan
99.4 Form of Stock Option Agreement to be entered
into with Optionees with respect to
Non-Incentive Stock Options granted under the
High Country Bancorp, Inc. 1998 Stock Option and
Incentive Plan
99.5 Form of Agreement to be entered into with
Optionees with respect to Stock Appreciation
Rights granted under the High Country Bancorp,
Inc. 1998 Stock Option and Incentive Plan
99.6 Notice of MRP Award
99.7 Memorandum concerning taxation of MRP Awards,
and associated election form