Filed by First State Bancorporation Pursuant to
          Rule 425 of the Securities Act of 1933

          Subject Company: First Community Industrial Bank, a subsidiary of
                           Washington Mutual, Inc.
          Commission File No. 001-14667

The following presentation was made at an audio-video conference call held on
May 24, 2002, 10:00 A.M. Mountain Daylight Time, by H. Patrick Dee, First State
Bancorporation's Executive Vice President and Chief Operating Officer, and Brian
C. Reinhardt, First State Bancorporation's Executive Vice President and Chief
Financial Officer, in connection with the announcement of the proposed
acquisition by First State Bancorporation of First Community Industrial Bank, a
subsidiary of Washington Mutual, Inc.

                                                      FIRST STATE BANCORPORATION
                                                  Moderator: Mr. Brian Reinhardt
                                                     May 24, 2002/11:00 a.m. CDT
                                                                          Page 1

                           FIRST STATE BANCORPORATION

                                  May 24, 2002
                                 11:00 a.m. CDT

Coordinator                Good afternoon. Thank you for holding. All
                           participants will be on a listen only mode until the
                           question and answer segment of today's call. Also,
                           this call is being recorded at the request of First
                           State Bancorporation. If anyone has any objections,
                           you may disconnect at this time. I would now like to
                           turn the call over to one of your speakers for today,
                           Miss Valerie Pagliaro. Thank you, ma'am. You may

V. Pagliaro                Welcome to First State Bancorporation's conference
                           call. First State Bancorporation will provide an
                           on-line simulcast of this conference call on
                  An on-line replay will file following
                           immediately, continuing for ten days. There will also
                           be a replay of this conference call for ten days
                           after the conference call at 800-839-2160.

                           Your host and conference leaders for this conference
                           call are H. Patrick Dee, Executive Vice-President and
                           Chief Operating Officer; and Brian C.

                                                      FIRST STATE BANCORPORATION
                                                  Moderator: Mr. Brian Reinhardt
                                                     May 24, 2002/11:00 a.m. CDT
                                                                          Page 2

                           Reinhardt, Executive Vice-President and Chief
                           Financial Officer of First State Bancorporation.

B. Reinhardt               What we'll do now is we have some forward-looking
                           information. We welcome you all to the presentation.
                           I've got to read something here that discusses
                           forward-looking information. Once I've done that,
                           we'll go through the agenda, followed by our
                           presentation. Then at the end, we'll have a question
                           and answer period.

                           The presentation contains forward-looking statements
                           with respect to the financial condition results of
                           operations and business at First State Bancorporation
                           and First Community Industrial Bank. Assuming the
                           consumption of the transaction, it combined First
                           State Bank and First Community Industrial Bank. This
                           presentation includes the statements relating to
                           revenue enhancements and accretion to reported gap in
                           cash earnings that may be realized from the merger,
                           the restructuring charges expected to be incurred in
                           connection with the merger.

                           These forward-looking statements involve certain
                           risks and uncertainties. Factors that may cause
                           actual results to differ material from those
                           contemplated by such forward-looking statements
                           include, among other

                                                      FIRST STATE BANCORPORATION
                                                  Moderator: Mr. Brian Reinhardt
                                                     May 24, 2002/11:00 a.m. CDT
                                                                          Page 3

                           things, the following possibilities: revenues
                           following the merger are lower than expected;
                           competitive pressures among depository institutions;
                           increased significantly the integration of the
                           businesses of First State and First Community cost
                           more, take longer, or less successful than expected;
                           the cost of additional capital is more than expected;
                           changes in interest rate environment reduces interest
                           margins; general economic conditions, either
                           nationally or in states in which the combined company
                           will be doing business, are less favorable than
                           expected; legislation or regulatory requirement or
                           changes adversely affect the business in which the
                           combined company will be engaged; changes may occur
                           in the securities market, either First State
                           Bancorporation or First Community Industrial Bank,
                           assuming the obligation to update the forward-looking

                           I want to welcome you all again. Thank you for your
                           participation this morning.

                           We'll follow the following outline summary which, for
                           those of you following along on the Web, begins on
                           Page 2. I will provide a transaction summary. Pat Dee
                           will go through the transaction rationale. Pat will
                           also go through an overview of First Community. I
                           will be discussing the financial projections and the
                           pro forma information. I'll

                                                      FIRST STATE BANCORPORATION
                                                  Moderator: Mr. Brian Reinhardt
                                                     May 24, 2002/11:00 a.m. CDT
                                                                          Page 4

                           also be going through the transaction review. Once
                           we've completed that part of the presentation, then
                           we'll open it up for analyst questions.

                           Transaction Summary -- for those of you following
                           along on the slide presentation, this is Slide 5.
                           What we are doing is we are requiring First Community
                           Industrial Bank -- First Community is an industrial
                           bank with offices in the Colorado and Utah markets.
                           It is currently a subsidiary of Washington Mutual.
                           The merger will be accomplished through a stock
                           purchase. We will actually pay cash to Washington
                           Mutual to purchase the stock of First Community
                           Industrial Bank. It will be followed immediately by
                           us merging First Community into First State

                           Now, the transaction price is $67 million in cash
                           that we will be paying to Washington Mutual. Prior to
                           the closing, Washington Mutual will take a dividend
                           of approximately $37.5 million out of First
                           Community. First Community is extremely well
                           capitalized. This process of us paying them $67
                           million in cash, and they're taking a dividend of
                           $37.5 million beforehand. It allows us both to
                           achieve our pricing objectives and leaves us with
                           what we think is a very good, earning stream, going
                           forward, that's going to be able to help us in our
                           expansion in those markets, which we think are both
                           very attractive.

                                                      FIRST STATE BANCORPORATION
                                                  Moderator: Mr. Brian Reinhardt
                                                     May 24, 2002/11:00 a.m. CDT
                                                                          Page 5

                           The financing will be an issuance of both common
                           securities and trust preferred securities. In this
                           presentation, a mixture of those is currently about
                           $50 million in common stock and $20 million in trust
                           preferred securities. The relative percentages there
                           will be influenced by market when we actually go and
                           price both of those items.

                           In terms of synergies, because First Community is a
                           subsidiary of Washington Mutual, and based on the way
                           they have run their business, it is a very, very
                           effective, efficient operation. Our model and the
                           assumptions included here do not include any cost
                           savings at all. In fact, when we come back to the
                           financial presentation, you'll see that we discuss,
                           actually, our adding some costs. We anticipate adding
                           some cost going forward to actually make an
                           investment in First Community. So again, this is not
                           predicated on large cost savings.

                           Largely because of purchase accounting and because of
                           the effective manner in which First Community has
                           been run, we think the restructuring charge will be
                           something around half a million dollars and hopefully
                           possibly less.

                                                      FIRST STATE BANCORPORATION
                                                  Moderator: Mr. Brian Reinhardt
                                                     May 24, 2002/11:00 a.m. CDT
                                                                          Page 6

                           The approval process that we need from this is we
                           will need approvals of the Federal Reserve, New
                           Mexico, Colorado, and Utah state banking authorities.
                           We expect the transaction to close in October of

                           In terms of the transaction summary, the transaction
                           size -- I've moved now to Slide #6. Again,
                           transaction size: $67 million. That gives us a price
                           to 2001 earnings of about 10 times and a price to,
                           more importantly, 2002 estimate of what First
                           Community's earnings will be of about 11.5 times. It
                           is extremely important to note here that that
                           earnings estimate number is based on pro forma
                           numbers after the dividend of excess capital of $37.5
                           million to Washington Mutual. You can also see the
                           price-to-book value at announcement, about 2.4 times
                           in the price-to-estimated, with prior close at about
                           2.2 times.

                           What I would like to do now is turn it over to Pat to
                           discuss some of the transaction rationale.

P. Dee                     Thank you, Brian.  We'll start with the transaction
                           rationale that really begins on Slide #8.  The
                           interesting thing about this transaction is that it
                           allows a very good jumping off point to get into what
                           we think are two very strong markets.

                                                      FIRST STATE BANCORPORATION
                                                  Moderator: Mr. Brian Reinhardt
                                                     May 24, 2002/11:00 a.m. CDT
                                                                          Page 7

                           The First Community organization has six branches in
                           Colorado, another three branches in the Salt Lake
                           City area. The Colorado branches are up and down the
                           Front Range in communities that have their own fairly
                           strong growth and opportunity characteristics for us.
                           These are much larger markets than what we are
                           currently in here in New Mexico. We think the
                           potential for future growth is tremendous.

                           One of the key factors that we will do is to collapse
                           the charter of First Community Bank into our charter
                           so that they will be able to allow our normal mix of
                           core deposits, primarily checking accounts, that
                           they're not able to offer currently.

                           Our commercial loan expertise is something that we
                           will also be introducing to the First Community
                           franchise. Their loan portfolio, as we'll see here in
                           a minute, is largely residential lending-based. We
                           think there are some tremendous opportunities to do
                           some commercial lending in both the Colorado and Utah

                           The transaction should be accretive to both gap and
                           cash earnings per share with some very modest growth
                           assumptions. As Brian mentioned, there are no cost
                           save numbers assumed in that conclusion.

                                                      FIRST STATE BANCORPORATION
                                                  Moderator: Mr. Brian Reinhardt
                                                     May 24, 2002/11:00 a.m. CDT
                                                                          Page 8

                           This transaction will put us well over the billion
                           dollar mark in assets, just short of $1.3 billion,
                           and will give us a market cap of about $165 million,
                           a total of 30 branches. Again, we'll have a very nice
                           footprint in what we consider to be three high growth
                           inter-mountain metropolitan cities.

                           The execution risk here, we think, is relatively low.
                           The First Community franchise is a fairly stable one
                           with some good earnings. We will have plenty of time
                           to introduce our business model, with some minor
                           variations, but one that has been extremely
                           successful in the New Mexico market and that we think
                           we can deploy in these contiguous states.

                           On Slide 9, it shows a map, giving our locations and
                           the First Community locations. You can see in the
                           Colorado franchise, in particular, that their
                           branches run from Fort Collins on the north to
                           Colorado Springs on the south, with three branches in
                           the Denver MSA and also Longmont on the north. So
                           we're very excited about the opportunity that this
                           affords us. The Salt Lake market, their offices are
                           in either the Salt Lake or Ogden areas. That market,
                           too, First Community has a fairly small presence. We
                           think there's some outstanding potential there.

                                                      FIRST STATE BANCORPORATION
                                                  Moderator: Mr. Brian Reinhardt
                                                     May 24, 2002/11:00 a.m. CDT
                                                                          Page 9

                           Slide #10 shows some of the other major players in
                           this market in the Colorado and Utah markets. It may
                           be a little difficult to read on the Web, but Wells
                           Fargo is right at the top of the list. They have
                           approximately 20% market share in the Denver MSA.
                           They have almost 30% in the Salt Lake City MSA.

                           Wells Fargo is one of our competitors here in New
                           Mexico. We're familiar with how they operate. We
                           believe that the opportunities in both the Colorado
                           and Utah markets will be similar to what they are
                           here and that we can provide better customer service,
                           a little lower fee structure in some cases, and
                           hopefully gather some good business over a period of

                           First Community is a less than 1% market share in
                           both of those in terms of deposits. We think that
                           represents some of the potential for growth there
                           that we, given the vast size of those markets, should
                           have little trouble in increasing our market share
                           significantly there.

                           Slide #11 shows some of the overall market shares for
                           our existing organization, and also for First
                           Community. The highlights there are that, in the
                           state of New Mexico, First State Bancorporation has
                           roughly a 4% market

                                                      FIRST STATE BANCORPORATION
                                                  Moderator: Mr. Brian Reinhardt
                                                     May 24, 2002/11:00 a.m. CDT
                                                                         Page 10

                           share overall, ranking 6th in the state. In the
                           Albuquerque area, which is by far the largest market,
                           we have an almost 7% deposit market share at this
                           point. Again, First Community is well below a 1%
                           market share in both the Colorado and Utah state
                           markets as well as the Denver MSA and Salt Lake City
                           MSAs. So that, I think, highlights some of the
                           potential that we see. Now we'll move to a quick
                           overview of First Community itself.

                           The first slide there that has information on it is
                           Slide #13. The locations for First Community are,
                           again, up and down the Front Range of Colorado and in
                           Utah. The largest office in terms of deposits is in
                           the Colorado Springs area, with several good offices
                           in the Denver metropolitan area as well as Fort
                           Collins and Longmont on the north.

                           The Salt Lake City and Ogden offices are relatively
                           small in terms of deposits. The one office in Salt
                           Lake City is only about $13 million. Again, we
                           believe that by being able to offer checking accounts
                           in particular, that there's a tremendous potential
                           here for some good deposit growth in all of those

                                                      FIRST STATE BANCORPORATION
                                                  Moderator: Mr. Brian Reinhardt
                                                     May 24, 2002/11:00 a.m. CDT
                                                                         Page 11

                           Moving on to the next slide, #14, this shows a brief
                           snapshot of First Community's balance sheet. These
                           figures are adjusted for the $37.5 million dividend
                           of excess capital that Brian referred to. Given that,
                           the pro forma total assets for First Community would
                           be about $379 million. The pertinent parts there are
                           that that includes a loan portfolio of $363 million.
                           They also currently have other real estate-owned of
                           $2.6 million. As part of the transaction, Washington
                           Mutual has agreed to buy that other real estate out
                           of First Community prior to our taking control. They
                           are also going to buy the non-performing loans in any
                           amount above $2 million so that we have controlled
                           very much our asset quality risk going into this

                           They currently have about $242 million in total
                           deposits. Their balance sheet includes $100 million
                           of borrowings from the FHLD, which long-term, we will
                           replace with core deposits and ultimately will help
                           us, we believe, improve the profitability of the

                           The income statement that is shown, again, is
                           adjusted as if the dividend of excess capital had
                           been taken out. First Community's earnings have been
                           relatively strong, historically. 2002 is going to be
                           a little bit lower than what they experienced in
                           2001. If you take out this excess capital, it

                                                      FIRST STATE BANCORPORATION
                                                  Moderator: Mr. Brian Reinhardt
                                                     May 24, 2002/11:00 a.m. CDT
                                                                         Page 12

                           lowers them a little bit further. Our current
                           estimate of their annualized income would be about
                           $5.8 million for the year 2002, again adjusted for
                           the dividend of excess capital. It's that number
                           that's the basis for the multiples that Brian
                           referred to earlier.

                           The next page, Slide 15, includes some financial
                           highlights for First Community over the past several
                           years. We'll just hit a few high points there. Their
                           deposit growth from 2000 to 2001 was pretty strong,
                           going from $191 million to $237 million so that they
                           were able to reduce their reliance on borrowed money.

                           Their long growth has been pretty flat the last three
                           years. That's something that, in the type of lending
                           that they're doing right now, we do not anticipate
                           expanding that any further. What we will bring to it
                           is a component that will generate, we think, some
                           substantial amounts of commercial loans over a period
                           of time.

                           Their return on average assets has been just a little
                           bit under 2% the last three years and has been fairly
                           consistent. Their net interest margin, also in the
                           last three years, has been either slightly above or
                           below 5%. Their efficiency ratio has been quite low
                           at generally less than 40%. That is a

                                                      FIRST STATE BANCORPORATION
                                                  Moderator: Mr. Brian Reinhardt
                                                     May 24, 2002/11:00 a.m. CDT
                                                                         Page 13

                           factor that will change a little bit going forward,
                           as we implement their commercial lending expertise,
                           but the nice thing about this is it gives us a very
                           low base of expenses to start from. So we are not
                           looking at having to do any cost reductions there.

                           The next slide shows some pie charts with the First
                           Community loan and deposit portfolios highlighted.
                           The commercial real estate on the loan side is a
                           fairly small part of their overall loan mix, unlike
                           ours. Clearly, the bulk of their loans are in one to
                           four family, primarily first mortgages. Then there
                           also is a pretty good component of second mortgages
                           as well. They have a little bit of multi-family
                           lending, but clearly their major lending focus has
                           been in one to four family residential loans. Again,
                           we want to continue those activities, but build on it
                           with additional real estate loans.

                           Their deposit portfolio is predominantly small CDs.
                           Roughly 2/3's of their deposits are small CDs. They
                           do have a little over 20% in savings and money market
                           deposit accounts and then just over 10% in jumbo CDs.
                           So absent the checking accounts, it's a pretty good
                           mix of deposits, but again, one that we think we'll
                           change pretty substantially over time as we implement
                           a full service banking environment.

                                                      FIRST STATE BANCORPORATION
                                                  Moderator: Mr. Brian Reinhardt
                                                     May 24, 2002/11:00 a.m. CDT
                                                                         Page 14

                           With that, I'll turn it back over to Brian for the
                           projections and pro forma information.

B. Reinhardt               Thank you.  Beginning on Slide 18, we have the
                           financial projections and pro forma information.
                           These estimates are based on our current and the
                           current consensus estimates that are out there, those
                           being $1.80 for this year and $2.10 for 2003.  The
                           earnings number there are our earnings, and then the
                           combined earnings, and also the earnings of First
                           Community Industrial Bank.  You can see that for this
                           year, 2002, adjusted for, again, as we've discussed,
                           the effect of the dividend that we'll be taking out
                           of the company prior to the close.  They'll do about
                           $5.8 million this year.

                           We are anticipating, with some modest growth in both
                           loans, and some modest growth in what we will be
                           putting in in demand deposits that we will be able to
                           move that number up in 2003 to about $6.4 million.
                           The projections that those are based off of are based
                           on our experience, largely of what we have been able
                           to do in terms of opening up basically new branches.
                           That is somewhat of the thought process that went
                           into what we're doing here. In these existing
                           branches that will now be able to issue checking NOW
                           accounts, repurchase agreement accounts, we believe
                           on what we think are some very conservative
                           assumptions, that we'll be able

                                                      FIRST STATE BANCORPORATION
                                                  Moderator: Mr. Brian Reinhardt
                                                     May 24, 2002/11:00 a.m. CDT
                                                                         Page 15

                           to begin to bring in demand deposits, pretty quickly
                           replace home loan bank borrowings, and reduce their
                           overall cost of funding while bringing in some modest
                           loan growth to be able to achieve those 2003 numbers.

                           What we have next in here is the cost of the trust
                           preferred. That number, obviously, will be impacted
                           by the mix of what we have between trust preferred
                           and common securities that we will need to go out and
                           raise in order to be able to accomplish the
                           transaction. New costs, what we have put in here, is
                           an estimate of about $500,000 in new costs that we
                           will be adding in to the First Community franchise
                           next year for a variety of things, including a pretty
                           expanded marketing campaign and the addition of some
                           commercial lenders.

                           We're currently in the process of going through and
                           looking at all those branches, with some assistance
                           of an outside firm, deciding which ones of those will
                           make sense to be able to bring in the commercial
                           lending aspect of this, the most quickly. We will do
                           that not on a massive basis right away, but as we
                           begin to build and develop the franchise we'll
                           actually be able to go in and add commercial lenders
                           at the appropriate branches where we think that will
                           best fit and be able to do that over the next
                           probably two to five-year period.

                                                      FIRST STATE BANCORPORATION
                                                  Moderator: Mr. Brian Reinhardt
                                                     May 24, 2002/11:00 a.m. CDT
                                                                         Page 16

                           The amortization of intangible that we show there--an
                           interesting dynamic of this is based on the estimates
                           that we have done and our evaluations of their
                           deposit portfolio, because they don't have checking
                           and NOW accounts, the core deposit intangible and the
                           resulting amortization from that are not very large

                           That gives us the pro forma earnings you see there
                           of, most importantly for 2003, just about $15.6
                           million. We believe that that's going to be a GAAP
                           accretion of close to 5% off our 2003 estimate, and
                           in the cash accretion basis, about 7%.

                           The next slide will just go through some pro forma
                           information quickly, about where the companies
                           currently are and where we think they will be at
                           12/31/02. We believe that will get us to about $1.3
                           billion, a loan portfolio of about $968 million, and
                           an allowance account of $12 million. We believe that
                           the total, intangible asset goodwill that's going to
                           be created in this is going to be about $38 million.
                           It's the total deposits of just short of a billion
                           dollars. We will have in the numbers here an
                           additional $20 million in trust preferred securities.

                                                      FIRST STATE BANCORPORATION
                                                  Moderator: Mr. Brian Reinhardt
                                                     May 24, 2002/11:00 a.m. CDT
                                                                         Page 17

                           I'd like to just move next to the next slide which is
                           Pro Forma Analysis of where we think our asset
                           quality ratios will be, because it is making
                           assumptions about non-performing loans. We've used
                           that First State Bancorporation's March 31st numbers
                           in terms of non-performing loans. We only had about
                           $2 million worth and a $7 million allowance. An
                           allowance for loan losses to non-performing loans of
                           a little over 500%. We think in our New Mexico
                           franchise we have been not only diligent, but
                           extraordinarily successful in keeping those ratios
                           very high.

                           The way the transaction is structured to the
                           Washington Mutual is that we will have approximately
                           $2 million worth of non-performing loans coming in
                           and no other real estate-owned will be brought in as
                           a part of the transaction. That will put us at an
                           allowance for loan losses at the beginning, right at
                           $11.5 million; give us an allowance for loan losses
                           to total non-performing loans when the deal is
                           completed, closed, of about 342%. Total
                           non-performing assets to total asset ratio, then, is
                           just a little bit less than .35%.

                           The next slide, Id like to talk briefly about is just
                           somewhat of the mix of what First State's current
                           portfolio looks like and what the loan portfolio
                           would look like immediately after. As you can see,
                           and those of you who

                                                      FIRST STATE BANCORPORATION
                                                  Moderator: Mr. Brian Reinhardt
                                                     May 24, 2002/11:00 a.m. CDT
                                                                         Page 18

                           have followed us know that we are very heavily into
                           real estate, what we call commercial real estate that
                           is mostly owner-occupied business kinds of real
                           estate. Traditionally, we've had very little one to
                           four family in any kind of fashion, very little
                           multi-family. True commercial, we've got about $81

                           Pro forma for these numbers, we would have about $400
                           million in commercial real estate. One to four family
                           would jump to just a little less than 30%, and first
                           liens a little bit more than 10% in junior liens.
                           Current management of First Community has done over
                           an extended period of time a very good job of
                           maintaining a very profitable institution using those
                           types of loans. We think that that gives us a good
                           customer base probably to jump off with when we are
                           doing our demand deposit accounts that we would like
                           to raise. It gives us what we think is a very stable
                           earning asset base, going forward, to start our
                           expansion off in.

                           Probably over time, we think that one to four family
                           first lien numbers will be coming down as a
                           percentage of the total as we move out and do more
                           commercial lending. Give us gross loans and leases of
                           about $900 million when the transaction closes.

                                                      FIRST STATE BANCORPORATION
                                                  Moderator: Mr. Brian Reinhardt
                                                     May 24, 2002/11:00 a.m. CDT
                                                                         Page 19

                           The next slide, which would be Slide 22, just shows
                           some of the deposit pro forma. We have been
                           extraordinarily successful in the New Mexico market
                           in getting non-interest bearing and interest bearing,
                           demand accounts. Just about 40% of our deposit
                           accounts have been in those relatively--that's a
                           relatively large number and has allowed us to
                           maintain a high margin while doing our commercial and
                           real estate lending that we do in the New Mexico

                           We believe--and that has been born out with our
                           discussions with the management at First
                           Community--that also their existing customer base, we
                           would be able to begin to pick up quickly
                           non-interest bearing and low interest bearing
                           checking deposits from their existing customer base.
                           Then as we send our model out into servicing those
                           small to medium-sized businesses, we believe we're
                           going to be able to grow that rather significantly
                           over time.

                           The pro forma, the deposit portfolio, we would have
                           about 30% of our total would be in the checking
                           accounts; in CDs, about 50%; money market savings,
                           about 13%; regular savings about 5%. Again, that is a
                           slightly different mix than we've had in the past,
                           but we think it really affords us a tremendous
                           opportunity to go out and gather demand deposits,

                                                      FIRST STATE BANCORPORATION
                                                  Moderator: Mr. Brian Reinhardt
                                                     May 24, 2002/11:00 a.m. CDT
                                                                         Page 20

                           lower the cost of funding we have there as a platform
                           to take off into these markets.

                           What I'd like now is just really quickly to go
                           through that last slide, which is the Transaction
                           Review, Slide 24. Overall, we think this is an
                           excellent opportunity for us to go into both the
                           Denver and Salt Lake markets. We have been looking
                           for some time to expand into some markets. This
                           transaction really gives us an opportunity to enter
                           in not an insignificant way because we think it gives
                           us a good footprint in both of those markets to get
                           started with, but not a terribly expensive entry.

                           We believe that the transaction is going to have some
                           modest accretion to both gap and cash earnings. The
                           transaction is in no way dependent on having any cost

                           Merging First Community into First State, bringing in
                           the full service charter, will allow us to, over a
                           nine branch franchise, shortly after closing, go out
                           and begin to offer demand deposits, lowering the cost
                           of funds. The financing plan, because we've had
                           relatively little in the way of trust preferred in
                           the past, allows us to go out and both raise some

                                                      FIRST STATE BANCORPORATION
                                                  Moderator: Mr. Brian Reinhardt
                                                     May 24, 2002/11:00 a.m. CDT
                                                                         Page 21

                           common and supplement that with trust preferred,
                           which will help us in our capital planning.

                           We think the acquisition pricing, because of the
                           structure of the dividend of the excess capital, is
                           attractive to both Washington Mutual and to us. We
                           believe that the execution risk in doing this
                           is--well, it's not without work. It's very similar to
                           what we have done in the past in terms of bringing in
                           new branches. These are bringing in new branches that
                           are giving us what we think is a very good jump-start
                           in those markets.

                           With that, we would like to open it up for questions.
                           So Lisa, if you will present us with the questions.

Coordinator                Yes.  Thank you.  Our first question comes from
                           Dane Slapp.  Thank you.  You may ask your question.

D. Slapp                   Hi.  I've got sort of a three-part question, but
                           they're pretty related.  I was wondering if you could
                           describe for the economic mix of these new markets.
                           Do you think they're similar enough to the market
                           that you're currently in that you're going to be able
                           to achieve the type of long growth that you've seen
                           in New Mexico?  I guess a third part is, after the

                                                      FIRST STATE BANCORPORATION
                                                  Moderator: Mr. Brian Reinhardt
                                                     May 24, 2002/11:00 a.m. CDT
                                                                         Page 22

                           of the charter, how quickly, I guess, in terms of
                           time, do you think you'll actually be able to achieve
                           the rate of core deposit growth that you've had

P. Dee                     I think economically, these markets are somewhat
                           varied.  Clearly, the Front Range in Colorado, there
                           are some common points, up and down, but the branches
                           are located in a good mixture, both commercial and
                           residential type areas, that is probably not too much
                           different than what we have here in New Mexico.  The
                           New Mexico market is a little bit different, but
                           clearly, the dynamics in Colorado are on a much
                           larger scale to begin with, but similar in that there
                           are a lot of small- to medium-sized commercial
                           businesses which have been our forte here in New
                           Mexico and where we would expect a great deal of the
                           growth to come from in the Colorado markets.

                           The bank is not located, for example, in the downtown
                           Denver area. We don't have any intention of trying to
                           go in there and compete with the big banks for the
                           large commercial customers. We'll stick to more of
                           our bread and butter small- to medium-sized
                           commercial customers that we know well as well as the
                           residential areas that are contiguous to the

                                                      FIRST STATE BANCORPORATION
                                                  Moderator: Mr. Brian Reinhardt
                                                     May 24, 2002/11:00 a.m. CDT
                                                                         Page 23

                           Salt Lake City is probably a somewhat similar market
                           to Denver in some respects, but probably presents a
                           few different opportunities there. I think we'll
                           probably need to develop a slightly different
                           strategy for that market. We will, along the Front
                           Range of Colorado.

                           In terms of the core deposit growth, we would look at
                           it somewhat like we have our DeNoble branches here in
                           New Mexico, but probably the growth is going to be a
                           little bit slower than what we've experienced most
                           recently in the Albuquerque area with the turmoil of
                           the bank mergers. The markets there are probably a
                           little bit more stabilized. There haven't been any
                           major buyouts lately. So the 30% core deposit growth,
                           for example, that we experienced in 2001, we're not
                           even expecting to maintain that here in New Mexico,
                           and wouldn't expect those kinds of growth numbers in
                           the Colorado market or Utah, although starting from a
                           base of zero in terms of checking accounts, we think
                           we'll see a pretty good ramp up in the first couple
                           of years there.

                           Our marketing strategy to that is going to be key in
                           terms of how we go out and seek that business. We're
                           still developing some of that. The demographics that
                           exist in the markets there in Colorado and Utah are
                           pretty much similar to what we've seen here in New
                           Mexico in terms of a

                                                      FIRST STATE BANCORPORATION
                                                  Moderator: Mr. Brian Reinhardt
                                                     May 24, 2002/11:00 a.m. CDT
                                                                         Page 24

                           mix of commercial and residential.  We think we can
                           be successful with that.

                           The management team at First Community, I think, is
                           very excited about the possibility of being able to
                           offer a full range of banking products. They've been
                           thinking for some time their own strategies as to how
                           to capitalize on that. So although it's something
                           they haven't done before, these are experienced
                           bankers. They've been listening to their customers
                           for a long time and know what the customers are
                           looking for. I think they'll be instrumental in
                           helping us carry that out.

D. Slapp                   Great.  Thanks.

Coordinator                Our next question comes from Joe Muffort.  Thank you.
                           You may ask your question.

B. Caan                    Hi.  This is actually Brian Caan.  Joe had to jump
                           off.  Just two questions.  The first one, can you
                           just give us a little more color on the management
                           team that's currently in place?  Any information you
                           have on whether they have the skill set needed to
                           grow the commercial side of the business.

                                                      FIRST STATE BANCORPORATION
                                                  Moderator: Mr. Brian Reinhardt
                                                     May 24, 2002/11:00 a.m. CDT
                                                                         Page 25

                           Secondly, I was sort of surprised to see the margin
                           being as strong as it is, given its balance sheet mix
                           at First Community. Is there any other, additional
                           information you can give us on what the loan mix is
                           in regards to non-conforming type one to four
                           residential and the risk factors that go along with
                           that? Thanks.

P. Dee                     I'll respond to the first two parts of that and
                           let Brian handle the margin question. The management,
                           much of it has been in place for--I think some of the
                           longer term ones have been with that organization for
                           15 years. Quite frankly, we were very pleasantly
                           surprised with their knowledge of banking and their
                           general attitude about taking on what will be for
                           them a fairly major change. They're very optimistic
                           about that.

                           I think they don't have the commercial lending
                           expertise that we want to implement there. They
                           acknowledge that. I think we can take their
                           background in general banking and supplement that
                           with some commercial lenders. In fact, we have one of
                           our own regional people, an experienced commercial
                           lender, who has expressed an interest in relocating
                           to that area.

                                                      FIRST STATE BANCORPORATION
                                                  Moderator: Mr. Brian Reinhardt
                                                     May 24, 2002/11:00 a.m. CDT
                                                                         Page 26

                           So I think a combination of what is a very capable
                           existing management team, supplemented with a few
                           commercial lenders in key spots, will provide us the
                           management team to take that forward. So we're very,
                           very excited about that possibility. Again, their
                           management team is anxious to get started as well.

B. Reinhardt               The question about the margin, a significant amount
                           of the portfolio are in adjustable one to four family
                           loans.  Because of the bank's history and being the
                           industrial banks in Colorado, they have developed a
                           network and long term relationships with a lot of
                           sources for getting first real estate mortgages in
                           those markets.  There are certain parts of the
                           portfolio that do have slightly different
                           characteristics than what I think you would think of
                           as typical, conforming loans that go out.  We have
                           obviously spent time looking at that.  We don't
                           believe that that is going to cause us any
                           significant, real exposure or risks, going forward.
                           They have, over the past probably 18 months or so to
                           two years, experienced a little bit more of a
                           delinquency problem than they had in the past.  We
                           have reviewed that information.

                           We have also put in some things into the agreement
                           itself in terms of where non-performing assets will
                           be when we take the company. Their

                                                      FIRST STATE BANCORPORATION
                                                  Moderator: Mr. Brian Reinhardt
                                                     May 24, 2002/11:00 a.m. CDT
                                                                         Page 27

                           actual loan losses as a result of the lending they
                           have done, based on the underwriting they have done
                           over time have been very good. We're very
                           comfortable that both management there truly
                           understands what they have done. They're continuing
                           to do, to some extent, in the agreement we have
                           protected ourselves going in, to make sure that we
                           get off to a good start.

B. Caan                    One last question.  Brian, I guess, to follow up on
                           the margin question, what's this going to do to your
                           asset sensitivity, a combined organization? Do you
                           still believe that you'll be as asset-sensitive, or
                           do you think--

B. Reinhardt               Actually, one of the interesting dynamics about doing
                           this is they have, at this point in time, been--they
                           are asset-sensitive, as we are. One of the
                           opportunities though is that they have a large
                           amount of federal home loan bank borrowing, as you
                           might imagine with a portfolio of one to four family
                           loans. That will re-price, actually, in May of next
                           year. That will give us a lot of flexibility,
                           actually, in being able to reduce our asset
                           sensitivity a little bit by shortening up some of
                           the maturities of what we would do in the short to
                           intermediate term with those federal home loan bank

                                                      FIRST STATE BANCORPORATION
                                                  Moderator: Mr. Brian Reinhardt
                                                     May 24, 2002/11:00 a.m. CDT
                                                                         Page 28

                           So when we model those numbers out, actually find out
                           that we could end up being--we plan on ending up
                           actually being a little bit less asset-sensitive than
                           we currently are.

Coordinator                Our next question comes from Payton Greene.  Thank
                           you.  You may ask your question.

P. Greene                  Good morning.  A couple, different questions.  On the
                           interest rate sensitivity, I mean, if you all
                           modeled an upright environment for `03 and looking
                           at the effects that that might have on First
                           Community's earnings. Also, on the cost of the trust
                           preferred, is that an after tax number that you have
                           right referenced in here?

B. Reinhardt               I'll answer that question first.  Yes, that's an
                           after tax number there. On an upward tick on
                           interest rates, given how asset-sensitive they are,
                           would certainly help their earnings.

P. Greene                  Then on the new cost, what does that consist of in--

B. Reinhardt               What we've modeled in the new costs are some
                           additional marketing costs. Those of you that are
                           familiar with us know that we have a very

                                                      FIRST STATE BANCORPORATION
                                                  Moderator: Mr. Brian Reinhardt
                                                     May 24, 2002/11:00 a.m. CDT
                                                                         Page 29

                           aggressive marketing campaign that we have done in
                           New Mexico. While the characteristics of that in
                           those markets will definitely be different than what
                           we're doing here, it's something that has helped us
                           establish a brand identity here. We think it's been
                           important in our success. A certain amount of that
                           is for additional marketing costs. A certain amount
                           of it is also to begin the process of bringing in
                           some commercial lenders.

P. Greene                  How many commercial lenders would you ideally like to
                           bring in, in `03?

B. Reinhardt               Over time, we would probably like to bring in six or
                           seven, more than that, probably, over time. The
                           immediate beginnings, we're probably not going to
                           bring in more than one, two, or three as we go out
                           and find the right spot to put them in. We want to
                           be very careful about adding cost. We want to make
                           sure that we're doing it in the places that will be
                           most effective. Frankly, a nice earnings rate that
                           these institutions have, plus their management's
                           demonstrated ability to continue to keep earnings up
                           allows us the luxury of being able to pick and
                           choose how quickly and exactly which parts of those
                           markets we bring commercial lenders into.

P. Greene                  Great.  Thank you.

                                                      FIRST STATE BANCORPORATION
                                                  Moderator: Mr. Brian Reinhardt
                                                     May 24, 2002/11:00 a.m. CDT
                                                                         Page 30

Coordinator                Thank you, sir. That concludes the question and
                           answer session of today's call. Sir, you may proceed.

B. Reinhardt               I guess what we'd like to do is hold on for a couple
                           minutes to see if there are any additional questions.

Coordinator                Payton Greene, you may ask your question.

P. Greene                  Hi, Brian.  One more follow-up on the interest rate
                           risk. So on the zero to 90-day timeframe, would you
                           all still be very, very asset-sensitive? I mean, is
                           there any particular timeframe that this will shift
                           it around more?

B. Reinhardt               Currently, where they are, yes, in the zero to
                           90-days, we will still remain as we are now: very
                           asset-sensitive. As we actually come in and decide
                           how we structure those federal, home loan, bank
                           borrowings, going forward--I don't want to speculate
                           about what interest rates will be. I think we all
                           think that by the time we get a while down the road,
                           that interest rates are going to go up as opposed to
                           go down. Really, the structure of this will allow us
                           to shorten up in time, some of those home loan, bank
                           borrowings to better match that as rates go up--give
                           us a little

                                                      FIRST STATE BANCORPORATION
                                                  Moderator: Mr. Brian Reinhardt
                                                     May 24, 2002/11:00 a.m. CDT
                                                                         Page 31

                           bit more protection. In the short-term buckets, we
                           would all be more asset-sensitive.

P. Greene                  Did you all assume a floating rate, trust preferred?

B. Reinhardt               Yes. That's based on a floating rate, trust

P. Greene                  Great.  Thank you very much.

Coordinator                Sir, I'm showing no further questions at this time.

B. Reinhardt               All right. Well, we'd like to thank you all for
                           listening in. Again, this is a transaction that we're
                           very excited about, the possibilities that it holds
                           for us in the future. We appreciate your past and
                           future support on it. Thank you.

P. Dee                     Thank you.

NE, ALBUQUERQUE, NM 87109; (505) 241-7598.

         This transcript includes forward-looking statements, within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. The discussions regarding completion of the transaction
and future growth of the franchise include forward-looking statements. Other
forward-looking statements can be identified by the use of forward-looking words
such as "believes," "expects," "may," "will," "should," "seeks,"
"approximately," "intends," "plans," "estimates," or "anticipates" or the
negative of those words or other comparable terminology. Forward-looking
statements involve inherent risks and uncertainties. A number of important
factors could cause actual results to differ materially from those in the
forward-looking statement. Some factors include fluctuations in interest rates,
inflation, government regulations, loss of key personnel, faster or slower than
anticipated growth, economic conditions, changes in the Company's ability to
raise capital in the equity and debt market, competition's responses to the
Company's marketing strategy, and competition in the geographic and business
areas in which we conduct our operations.

         First State's news releases are available through the Investor
Relations section of First State's website at

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