Amended 1992 Director Stock Option Plan

OLYMPIC FINANCIAL LTD.


1992 DIRECTOR STOCK OPTION PLAN
(As Amended)


1. PURPOSE OF THE PLAN. The purpose of this 1992 Director Stock Option Plan, initially adopted by the Board on January 7, 1992, is to attract and retain the best available individuals to serve as Directors of the Company, to provide additional incentive to the Outside Directors of the Company to serve as Directors, and to encourage their continued service on the Board.


The Company intends that the options granted hereunder shall not constitute incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986. The Plan is intended to comply with the requirements of Rule 16b-3 under the Exchange Act.


2. DEFINITIONS. As used herein, the following definitions shall apply:


(a) "BOARD" shall mean the Board of Directors of the Company.


(b) "COMMON STOCK" shall mean the Common Stock, $.01 par value per
share, of the Company.


(c) "COMPANY" shall mean Olympic Financial Ltd., a Minnesota
corporation.


(d) "COMMITTEE" shall mean a committee of the Board appointed by the
Board to administer the Plan.


(e) "CONTINUOUS SERVICE AS A DIRECTOR" shall mean the absence of any
interruption or termination of service as a Director. Continuous Service
as a Director shall not be considered interrupted in the case of sick
leave, military leave, or any other leave of absence approved by the Board
or Committee.


(f) "DIRECTOR" shall mean a member of the Board.


(g) "EMPLOYEE" shall mean any person, including officers and
Directors, employed by the Company or any Parent or Subsidiary of the
Company. The payment of fees to a Director shall not be sufficient in and
of itself to constitute "employment" by the Company.


(h) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.


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(i) "OPTION" shall mean a stock option granted pursuant to the Plan.


(j) "OPTIONED STOCK" shall mean the Common Stock subject to an
Option.


(k) "OPTIONEE" shall mean an Outside Director who receives an option.


(l) "OUTSIDE DIRECTOR" shall mean a Director who is not an Employee.


(m) "PARENT" shall mean a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Internal Revenue
Code of 1986, as amended.


(n) "PLAN" shall mean this 1992 Director Stock Option Plan.


(o) "SHARE" shall mean a share of Common Stock, as adjusted in
accordance with Section 12 of the Plan.


(p) "SUBSIDIARY" shall mean a "subsidiary corporation," whether now
or hereafter existing, as defined in Section 424(f) of the Internal Revenue
Code of 1986, as amended.


3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of shares which may be optioned and sold under the Plan is 840,000 shares of Common Stock. The shares may be authorized, but unissued, or reacquired Common Stock.


If an Option expires or becomes unexercisable for any reason without having been exercised in full, the unexercised Shares which were subject thereto shall, unless the Plan has been terminated, become available for future grant under the Plan. If Shares which were acquired upon exercise of an Option are subsequently repurchased by the Company, such Shares shall not become available for future grant under the Plan.


4. AUTOMATIC GRANT OF OPTIONS. All grants of Options hereunder shall be automatic and non-discretionary and shall be made strictly in accordance with the following provisions:


(a) No person shall have any discretion to select which Outside
Directors shall be granted Options or to determine the number of Shares to
be covered by Options granted to Outside Directors.


(b) Each Outside Director, including persons who are Outside
Directors on the date of adoption of the Plan, shall be automatically
granted an option to purchase 15,000 Shares (the "First Option") upon the
later to occur of (i) the effective date of the Plan, as determined in
accordance with Section 8


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hereof, or (ii) the date on which such person first becomes an Outside
Director, whether through election by the shareholders of the Company or
appointment by the Board to fill a vacancy; provided, however, solely for
the calendar year 1996 such automatic grant shall be reduced to an option
to purchase 5,000 shares.


(c) After the First Option has been granted to an Outside Director,
such Outside Director shall thereafter be automatically granted an Option
to purchase 15,000 shares on the first and each successive anniversary of
the grant of the First Option (except that for the calendar year 1996 such
Outside Director shall be automatically granted an Option to purchase 5,000
shares); provided, however, that in no event shall an Outside Director be
granted options to purchase in the aggregate more than 120,000 shares
pursuant to the Plan.


(d) Each Outside Director who is an Outside Director on January 2,
1997, shall be automatically granted on such date an option to purchase
10,000 shares.


(e) Notwithstanding the provisions of Sections 4(b), (c) and (d)
hereof, in the event that a grant would cause the number of Shares subject
to outstanding Options by Outside Directors plus Shares previously
purchased upon exercise of Options by Outside Directors to exceed 840,000
Shares, then each such automatic grant shall be for that number of Shares
determined by dividing the total number of shares remaining available for
grant by the number of Outside Directors on the automatic grant date. Any
further grants shall then be deferred until such time, if any, as
additional Shares become available for grant under the Plan through action
of the shareholders to increase the number of Shares which may be issued
under the Plan or through cancellation or expiration of Options previously
granted hereunder.


5. OPTION TERMS AND CONDITIONS. The terms and conditions of an Option granted hereunder shall be as follows:


(a) subject to Sections 12 and 13 hereof., the term of each Option
granted prior to January 1, 1996 shall be five (5) years and the term of
each Option granted after such date shall be ten (10) years.


(b) the First Option shall become exercisable in full beginning on
the later of (i) the first anniversary of the grant of the Option or (ii)
six (6) months after the date on which the Plan is first approved by the
shareholders of the Company in accordance with Rule 16b-3 under the
Exchange Act and each subsequent Option shall become exercisable in full
beginning on the first anniversary of the grant of such Option, provided in
each case that the Outside Director shall have maintained Continuous
Service as an Outside Director throughout such 12-month period.


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(c) the Option shall be exercisable only while the Outside Director
serves as an Outside Director of the Company, and (i) as to Options granted
hereunder prior to January 1, 1996 for a period of six (6) months after
ceasing to be an Outside Director pursuant to Section 10(b) hereof, and
(ii) as to Options granted after such date, for a period of two (2) years
after ceasing to be an Outside Director pursuant to Section 10(b) hereof.


(d) the exercise price per Share shall be 100% of the fair market
value per Share on the date of grant of the Option, as determined in
accordance with Section 9(a) hereof.


(e) the effectiveness of any Options granted hereunder is conditioned
upon shareholder approval of the Plan in accordance with Rule 16b-3 under
the Exchange Act.


6. ADMINISTRATION OF AND GRANTS OF OPTIO ...