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    <td COLSPAN="3" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">
    <p ALIGN="CENTER">As filed with the Securities and Exchange Commission on
    November 16, 2007</font></td>
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    <td WIDTH="62%" COLSPAN="2" HEIGHT="26">
    <font FACE="Times New Roman" SIZE="2">
    <p ALIGN="RIGHT">Registration Statement No. 333-______</font></td>
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    <td WIDTH="38%" HEIGHT="26"></td>
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    <td COLSPAN="3" HEIGHT="26"><font FACE="Times New Roman" SIZE="2"><b>
    <p ALIGN="CENTER">UNITED STATES<BR>
    SECURITIES AND EXCHANGE COMMISSION<BR>
    WASHINGTON, D.C. 20549</b></font></td>
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    <td WIDTH="38%" HEIGHT="26"></td>
    <td WIDTH="23%" HEIGHT="26"><font FACE="Times New Roman" SIZE="4"><b>
    <p ALIGN="CENTER">FORM S-8</b></font></td>
    <td WIDTH="38%" HEIGHT="26"></td>
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    <td WIDTH="38%" HEIGHT="26"></td>
    <td WIDTH="23%" HEIGHT="26"></td>
    <td WIDTH="38%" HEIGHT="26"></td>
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    <td COLSPAN="3" HEIGHT="26"><font FACE="Times New Roman" SIZE="2"><b>
    <p ALIGN="CENTER">REGISTRATION STATEMENT<BR>
UNDER THE SECURITIES ACT OF 1933</b></font></td>
  </tr>
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    <td WIDTH="38%" HEIGHT="26"></td>
    <td WIDTH="23%" HEIGHT="26"></td>
    <td WIDTH="38%" HEIGHT="26"></td>
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    <td WIDTH="38%" HEIGHT="26"></td>
    <td WIDTH="23%" HEIGHT="26"></td>
    <td WIDTH="38%" HEIGHT="26"></td>
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    <td COLSPAN="3" HEIGHT="26"><font FACE="Times New Roman" SIZE="4"><b>
    <p ALIGN="CENTER">ALASKA PACIFIC BANCSHARES, INC.</b><BR><font FACE="Times New Roman" SIZE="2">
    (Exact name of registrant as specified in its charter)</font></font></td>
  </tr>
  <tr>
    <td COLSPAN="3" HEIGHT="26">
    <p ALIGN="CENTER">&nbsp;</td>
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    <td WIDTH="38%" HEIGHT="0"><font FACE="Times New Roman" SIZE="2"><b>
    <p ALIGN="CENTER">Alaska</b><BR>(State or other jurisdiction of<BR>
     incorporation or organization)</font></td>
    <td WIDTH="23%" HEIGHT="26"></td>
    <td WIDTH="38%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2"><b>
    <p ALIGN="CENTER">92-0167101</b><BR>(I.R.S. Employer<BR>
Identification No.)</font></td>
  </tr>
  <tr>
    <td WIDTH="38%" HEIGHT="26">&nbsp;</td>
    <td WIDTH="23%" HEIGHT="26"></td>
    <td WIDTH="38%" HEIGHT="26">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="38%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2"><b>
    <p ALIGN="CENTER">2094 Jordan Avenue, Juneau, Alaska</b><BR>
    (Address of principal executive offices)</font></td>
    <td WIDTH="23%" HEIGHT="26"></td>
    <td WIDTH="38%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2"><b>
    <p ALIGN="CENTER">99801</b><BR>(Zip code)</font></td>
  </tr>
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    <td WIDTH="38%" HEIGHT="26"></td>
    <td WIDTH="23%" HEIGHT="26"></td>
    <td WIDTH="38%" HEIGHT="26"></td>
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    <td WIDTH="23%" HEIGHT="26"></td>
    <td WIDTH="38%" HEIGHT="26"></td>
  </tr>
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    <td COLSPAN="3" HEIGHT="26"><font FACE="Times New Roman" SIZE="2"><b>
    <p ALIGN="CENTER">Alaska Pacific Bancshares, Inc. 2003 Stock Option Plan</b><BR>
    (Full title of the plan)</font></td>
  </tr>
  <tr>
    <td WIDTH="38%" HEIGHT="26"></td>
    <td WIDTH="23%" HEIGHT="26"></td>
    <td WIDTH="38%" HEIGHT="26"></td>
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  </tr>
  <tr>
    <td WIDTH="38%">
    <P ALIGN="CENTER"><font FACE="Times New Roman" SIZE="2"><b>
    Julie M. Pierce<BR>
     Chief Financial Officer<BR>
     Alaska Pacific Bancshares, Inc.<BR>
     2094 Jordan Avenue<BR>
     Juneau, Alaska 99801<BR>
     (907) 789-4844</b></font></td>
    <td WIDTH="23%" HEIGHT="26"></td>
    <td WIDTH="38%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2"><b>
    <p ALIGN="CENTER">John F. Breyer, Jr., Esquire<BR>
Breyer &amp; Associates PC<BR>
8180 Greensboro Drive<BR>
Suite 785<BR>
McLean, Virginia 22102<BR>
(703) 883-1100</b></font></td>
  </tr>
  <tr>
    <td COLSPAN="3" HEIGHT="26">
    <p align="center"><font FACE="Times New Roman" SIZE="2">
    (Name, address and telephone number of agent for service)</font></td>
  </tr>
  <tr>
    <td COLSPAN="3" HEIGHT="26">
    <p ALIGN="CENTER">&nbsp;</td>
  </tr>
</table>
  </center>

</center>
<p></p>
<font FACE="Times New Roman" SIZE="2">
<p ALIGN="CENTER"></p>
<p ALIGN="JUSTIFY"></p>
</font>
<table BORDER CELLSPACING="1" WIDTH="100%">
  <tr>
    <td COLSPAN="5"><font FACE="Times New Roman" SIZE="2"><b>
    <p ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</b></font></td>
  </tr>
  <tr>
    <td WIDTH="23%"><font FACE="Times New Roman" SIZE="2">Title of each class of
    <BR>securities to be registered</font></td>
    <td WIDTH="15%"><font FACE="Times New Roman" SIZE="2">
    <p ALIGN="CENTER">Amount to be<BR> registered</font></td>
    <td WIDTH="23%"><font FACE="Times New Roman" SIZE="2">
    <p ALIGN="CENTER">Proposed maximum <BR>offering price per share</font></td>
    <td WIDTH="23%"><font FACE="Times New Roman" SIZE="2">
    <p ALIGN="CENTER">Proposed maximum <BR>aggregate offering price</font></td>
    <td WIDTH="15%"><font FACE="Times New Roman" SIZE="2">
    <p ALIGN="CENTER">Amount of <BR>registration fee</font></td>
  </tr>
  <tr>
    <td WIDTH="23%"><font FACE="Times New Roman" SIZE="2">Common stock,<BR>
    $0.01 par value per share</font></td>

    <td WIDTH="15%"><font FACE="Times New Roman" SIZE="2">
    <p ALIGN="CENTER"></p>
    <p ALIGN="CENTER">32,000<sup>(1)</sup></font></td>
    <td WIDTH="23%"><font FACE="Times New Roman" SIZE="2">
    <p ALIGN="CENTER"></p>
    <p ALIGN="CENTER">$24.025<sup>(2)</sup></font></td>
    <td WIDTH="23%"><font FACE="Times New Roman" SIZE="2">
    <p ALIGN="CENTER"></p>
    <p ALIGN="CENTER">$768,800</font></td>
    <td WIDTH="15%"><font FACE="Times New Roman" SIZE="2">
    <p ALIGN="CENTER"></p>
    <p ALIGN="CENTER">$23.60</font></td>
  </tr>
</table>

  <font FACE="Times New Roman" SIZE="1"><sup>
  <table border="0" cellpadding="0" cellspacing="0" style="border-collapse: collapse" bordercolor="#111111" width="100%" height="71">
    <tr>
      <td width="5%" height="19">&nbsp;</td>
      <td width="95%" height="19">&nbsp;</td>
    </tr>
    <tr>
      <td width="5%" height="32" valign="top">

  <font FACE="Times New Roman" SIZE="1"><sup>
      (1)</sup>
  </font></td>
      <td width="95%" height="32">

  <font FACE="Times New Roman" SIZE="2">
  <p ALIGN="justify"> Together with an indeterminate number of
  additional shares which may be necessary to adjust the number of shares
  reserved for issuance pursuant to the Alaska Pacific Bancshares, Inc. 2003
  Stock Option Plan as a result of a stock split, stock dividend or similar
  adjustment of the outstanding common stock of the registrant.
  </font><font size="2">&nbsp;</font></td>
    </tr>
    <tr>
      <td width="5%" height="18" valign="top">

  <font FACE="Times New Roman" SIZE="1"><sup>
      (2)</sup>
  </font></td>
      <td width="95%" height="18">

  <sup>
  <p ALIGN="justify"></sup>

  <font FACE="Times New Roman" SIZE="2">Estimated in accordance with Rule 457(h),
  calculated on the basis of $24.025 per share, based on the average bid and ask
  price of Alaska Pacific Bancshares, Inc. common stock on the OTC &quot;Electronic
  Bulletin Board&quot; on November&nbsp;14, 2007.</p>
  </font></td>
    </tr>
  </table>
  </sup>
  </font><font FACE="Times New Roman" SIZE="2">

<p ALIGN="left">&lt;PAGE&gt;</p>

<b>
<p ALIGN="CENTER">PART I</p>
</b>
<p ALIGN="JUSTIFY"></p>
<b>
<p ALIGN="CENTER">INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</p>
</b>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">The document containing the information specified in Part I
of Form S-8 will be sent or given to participants in the Alaska Pacific
Bancshares, Inc. 2003 Stock Option Plan as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the &quot;Commission&quot;) under
the Securities Act of 1933. This document is not being filed with the
Commission, but constitutes (along with the documents incorporated by reference
into this Registration Statement pursuant to Item 3 of Part II hereof) a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933.</p>
<p ALIGN="JUSTIFY">&nbsp;</p>
<p ALIGN="center">I-1</p>
<p ALIGN="JUSTIFY">&lt;PAGE&gt;</p>
<b>
<p ALIGN="CENTER">PART II</p>
</b>
<p ALIGN="JUSTIFY"></p>
<b>
<p ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</p>
</b>
<p ALIGN="JUSTIFY"></p>
<u>
<p ALIGN="JUSTIFY">Item 3</u>.&nbsp;&nbsp;&nbsp;&nbsp; Incorporation of Documents by Reference</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The following documents previously or concurrently filed by
Alaska Pacific Bancshares, Inc. (the &quot;Registrant&quot;) with the Commission are
hereby incorporated by reference in this Registration Statement:</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2006 (File No. 0-26003) filed pursuant to the
Securities Exchange Act of 1934;</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; all other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of
the fiscal year covered by the Annual Report on Form 10-KSB referred to in Item
3(a) above; and</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the description of the Registrant's common stock, par
value $0.01 per share, set forth in the Registrant's Registration Statement on
Form 8-A, registering the Registrant's common stock, pursuant to Section 12(g)
of the Securities Exchange Act of 1934, filed as of May 7, 1999 and all
amendments thereto or reports filed for the purpose of updating such
description.</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement to be a part hereof from the date of the filing
of such documents. Any statement contained in the documents incorporated, or
deemed to be incorporated, by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is, or is deemed to be, incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; All information appearing in this Registration Statement is
qualified in its entirety by the detailed information, including financial
statements, appearing in the documents incorporated herein by reference.</p>
<p ALIGN="JUSTIFY"></p>
<u>
<p ALIGN="JUSTIFY">Item 4</u>.&nbsp;&nbsp;&nbsp;&nbsp; Description of Securities</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not Applicable</p>
<p ALIGN="JUSTIFY"></p>
<u>
<p ALIGN="JUSTIFY">Item 5</u>.&nbsp;&nbsp;&nbsp;&nbsp; Interests of Named Experts and Counsel</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not Applicable</p>
<p ALIGN="JUSTIFY"></p>
<u>
<p ALIGN="JUSTIFY">Item 6</u>.&nbsp;&nbsp;&nbsp;&nbsp; Indemnification of Directors and Officers</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Article XIII of the Registrant's Articles of Incorporation
requires indemnification of any person who is or was a director, officer,
employee or agent of the Registrant and who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding by reason of the fact that the person is or was any agent of the
Registrant, against expenses, judgments, fines, and amounts paid in settlement
and incurred by that person in connection with such action, suit or proceeding.</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Section 10.06.490 of the Alaska Corporations Code provides for permissible,
mandatory and court-ordered indemnification of directors, officers, employees
and agents in certain circumstances. Section 10.06.490(a) provides that a
corporation has the power to indemnify a person who was, is, or is threatened to
be made a party to an action or </p>
<p ALIGN="center">II-1</p>
<p ALIGN="left">&lt;PAGE&gt;</p>
<p ALIGN="JUSTIFY">proceeding (other a derivative action), by reason of the fact
that the person 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. Indemnification may include reimbursement
of expenses, attorney fees, judgments, fines, and amounts paid in settlement if
the person acted in good faith and in a manner the person reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to a criminal action or proceeding, the person had no reasonable cause to
believe the conduct was unlawful. Section 10.06.490(b) provides similarly with
respect derivative actions; however, no indemnification shall be made if the
person seeking indemnification has been adjudged to be liable for negligence or
misconduct in the performance of the person's duty to the corporation except to
the extent that the court in which the action was brought determines upon
application that, despite the adjudication of liability, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for expenses that the court considers proper. </p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 10.06.490(c) provides for mandatory indemnification
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 referred
to above, or in defense of any claim, issue or matter therein. Section
10.06.490(d) provides that any indemnification under Sections 10.06.490(a) and
(b) may only be made by the corporation upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because the person has met the applicable standard of conduct.
Section 10.06.490(e) provides that the corporation may pay or reimburse the
reasonable expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because the person has met the applicable standard of conduct,
under certain circumstances.</p>
<p ALIGN="JUSTIFY"></p>
<u>
<p ALIGN="JUSTIFY">Item 7</u>.&nbsp;&nbsp;&nbsp;&nbsp; Exemption From Registration Claimed</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not Applicable</p>
<p ALIGN="JUSTIFY"></p>
<u>
<p ALIGN="JUSTIFY">Item 8</u>.&nbsp;&nbsp;&nbsp;&nbsp; Exhibits</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The following exhibits are filed with or incorporated by
reference into this Registration Statement on Form S-8:</p>
<p ALIGN="JUSTIFY"></p>
</font>
<p ALIGN="CENTER"></p>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%" style="border-collapse: collapse" bordercolor="#111111" ALIGN=CENTER>
  <tr>
    <td WIDTH="15%" HEIGHT="26" valign="bottom"><font FACE="Times New Roman" SIZE="2">
    <p ALIGN="CENTER">Exhibit Number
    <hr color="#000000" width="85%"></td>

    <td WIDTH="85%" HEIGHT="26" valign="bottom"><font FACE="Times New Roman" SIZE="2">
    Description of Document</font><hr color="#000000"></td>
  </tr>
  <tr>
    <td WIDTH="15%" HEIGHT="26"></td>
    <td WIDTH="85%" HEIGHT="26"></td>
  </tr>
  <tr>
    <td WIDTH="15%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">
    <p ALIGN="CENTER">4.1</font></td>
    <td WIDTH="85%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">Articles
    of Incorporation of the Registrant<sup>(1)</sup></font></td>
  </tr>
  <tr>
    <td WIDTH="15%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">
    <p ALIGN="CENTER">4.2</font></td>
    <td WIDTH="85%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">Bylaws of
    the Registrant<sup>(2)</sup></font></td>
  </tr>
  <tr>
    <td WIDTH="15%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">
    <p ALIGN="CENTER">4.3</font></td>
    <td WIDTH="85%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">Form of
    Certificate of Common Stock of the Registrant<sup>(1)</sup></font></td>
  </tr>
  <tr>
    <td WIDTH="15%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">
    <p ALIGN="CENTER">5</font></td>
    <td WIDTH="85%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">Opinion of
    Breyer &amp; Associates PC</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">
    <p ALIGN="CENTER">23.1</font></td>
    <td WIDTH="85%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">Consent of
    Moss Adams LLP</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">
    <p ALIGN="CENTER">23.2</font></td>
    <td WIDTH="85%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">Consent of
    Breyer &amp; Associates PC (contained in its opinion filed as Exhibit 5)</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">
    <p ALIGN="CENTER">24</font></td>
    <td WIDTH="85%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">Power of
    attorney (contained in the signature page of the Registration Statement)</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">
    <p ALIGN="CENTER">99</font></td>
    <td WIDTH="85%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">Alaska
    Pacific Bancshares, Inc. 2003 Stock Option Plan</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">
    <p ALIGN="CENTER"></p>
    </font>
    <p ALIGN="CENTER">&nbsp;</td>
    <td WIDTH="85%" HEIGHT="26"></td>
  </tr>
</table>
</center>
<p></p>

  <font FACE="Times New Roman" SIZE="1"><sup>
  <table border="0" cellpadding="0" cellspacing="0" style="border-collapse: collapse" bordercolor="#111111" width="100%">
    <tr>
      <td width="100%" valign="top" colspan="2">____________</td>
    </tr>
    <tr>
      <td width="5%" valign="top">

  <font FACE="Times New Roman" SIZE="1"><sup>
      (1)</sup></font></td>
      <td width="95%">

  <font FACE="Times New Roman" SIZE="1">
  <p ALIGN="JUSTIFY">Incorporated by reference to the Registrant's
  Registration Statement on Form SB-2 (333-74827), filed with the Commission on
  March 22, 1999.</p>
  </font></td>
    </tr>
    <tr>
      <td width="5%" valign="top">

  <font FACE="Times New Roman" SIZE="1">
  <sup>
      (2)</sup>
  </font></td>
      <td width="95%">

  <font FACE="Times New Roman" SIZE="1">
  <p ALIGN="JUSTIFY">Incorporated by reference to the Registrant's Registration
  Statement on Form SB-2 (333-74827), filed with the Commission on March 22,
  1999, except for amended Article III, Section 2, which is incorporated by
  reference to the Registrant's Quarterly Report on Form 10-QSB for the quarter
  ended March 31, 2003.</p>
  </font><font FACE="Times New Roman" SIZE="2">
</font></td>
    </tr>
</table>
  <p ALIGN="JUSTIFY"></sup>&nbsp;</font><font FACE="Times New Roman" SIZE="2"><u>Item 9</u>.&nbsp;&nbsp;&nbsp;&nbsp; Undertakings</p>
    <p ALIGN="JUSTIFY"></p>

      <p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The undersigned Registrant hereby undertakes:</p>
      <p ALIGN="JUSTIFY"></p>



<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1.&nbsp;&nbsp;&nbsp;&nbsp; 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  </p>



<p ALIGN="center">II-2</p>



<p ALIGN="JUSTIFY">&lt;PAGE&gt;</p>



<p ALIGN="JUSTIFY">reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or 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;
and (iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change in such information in the Registration Statement; provided,
however, that clauses (i) and (ii) do not apply if the information required to
be included in a post-effective amendment by those clauses is contained in
periodic reports filed 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
Registration Statement.</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2.&nbsp;&nbsp;&nbsp;&nbsp; That, for the purposes of determining any liability under
the Securities Act of 1933, each such post-effective amendment 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 the initial
bona fide offering thereof.</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3.&nbsp;&nbsp;&nbsp;&nbsp; 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.</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b)&nbsp;&nbsp;&nbsp;&nbsp; The undersigned Registrant hereby undertakes that, for
the 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 Section
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 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.</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c)&nbsp;&nbsp;&nbsp;&nbsp; Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officer and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.</p>
<p ALIGN="center">II-3</p>
<p ALIGN="left">&lt;PAGE&gt;</p>
<b>
<p ALIGN="CENTER">SIGNATURES</p>
</b>
</font><font FACE="Times New Roman" SIZE="1">
<p ALIGN="JUSTIFY"></p>
</font><font FACE="Times New Roman" SIZE="2">
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pursuant to the requirements of the Securities Act of 1933,
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 Juneau, State of Alaska, on the 14th day of
November, 2007.</p>
<table border="0" cellpadding="0" cellspacing="0" style="border-collapse: collapse" bordercolor="#111111" width="100%">
  <tr>
    <td width="48%">&nbsp;</td>
    <td width="52%"><b><font FACE="Times New Roman" SIZE="2">
    ALASKA PACIFIC BANCSHARES, INC.</font></b></td>
  </tr>
  <tr>
    <td width="48%">&nbsp;</td>
    <td width="52%">&nbsp;</td>
  </tr>
  <tr>
    <td width="48%">&nbsp;</td>
    <td width="52%"><font FACE="Times New Roman" SIZE="2">
                          By:<u> /s/Craig E. Dahl&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    </u></font></td>
  </tr>
  <tr>
    <td width="48%">&nbsp;</td>
    <td width="52%"><font FACE="Times New Roman" SIZE="2">
                          <p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Craig E. Dahl</p>
                          </font></td>
  </tr>
  <tr>
    <td width="48%">&nbsp;</td>
    <td width="52%"><font FACE="Times New Roman" SIZE="2">
                          &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; President, Chief Executive Officer
                          and Director</font></td>
  </tr>
  <tr>
    <td width="48%">&nbsp;</td>
    <td width="52%"><font FACE="Times New Roman" SIZE="2">
                          &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (Duly Authorized Representative)</font></td>
  </tr>
</table>
</font><font FACE="Times New Roman" SIZE="1">
<p ALIGN="JUSTIFY"></p>
</font><font FACE="Times New Roman" SIZE="2"><b>
<p align="center">POWER OF ATTORNEY</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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. Each person whose signature appears below hereby makes,
constitutes and appoints Craig E. Dahl his true and lawful attorney, with full
power to sign for such person and in such person's name and capacity indicated
below, and with full power of substitution any and all amendments to this
Registration Statement, hereby ratifying and confirming such person's signature
as it may be signed by said attorney to any and all amendments.</p>
</font>


<table CELLSPACING="0" BORDER="0" WIDTH="100%" cellpadding="0" style="border-collapse: collapse" bordercolor="#111111">
  <tr>
    <td WIDTH="31%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2"><b>
    Signature</b></font></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="46%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2"><b>Title</b></font></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="19%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2"><b>Date</b></font></td>
  </tr>
  <tr>
    <td WIDTH="31%" HEIGHT="26" style="border-bottom-style: solid; border-bottom-width: 1">
    <font size="2">/s/Craig E. Dahl</font></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="46%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">President,
    Chief Executive Officer and Director</font></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="19%" HEIGHT="26"><font face="Times New Roman" size="2">October 31, 2007</font></td>
  </tr>
  <tr>
    <td WIDTH="31%" HEIGHT="26" style="border-top-style: solid; border-top-width: 1"><font FACE="Times New Roman" SIZE="2">
    Craig E. Dahl</font></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="46%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">(Principal Executive Officer) </font>
    </td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="19%" HEIGHT="26">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="31%" HEIGHT="26">&nbsp;</td>
    <td WIDTH="2%" HEIGHT="26">&nbsp;</td>
    <td WIDTH="46%" HEIGHT="26">&nbsp;</td>
    <td WIDTH="2%" HEIGHT="26">&nbsp;</td>
    <td WIDTH="19%" HEIGHT="26">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="31%" HEIGHT="26" style="border-bottom-style: solid; border-bottom-width: 1">
    <font size="2">/s/Roger Grummett</font></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="46%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">Chairman
    of the Board</font></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="19%" HEIGHT="26"><font face="Times New Roman" size="2">November 1, 2007</font></td>
  </tr>
  <tr>
    <td WIDTH="31%" HEIGHT="26" style="border-top-style: solid; border-top-width: 1"><font FACE="Times New Roman" SIZE="2">
    Roger Grummett</font></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="46%" HEIGHT="26">&nbsp;</td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="19%" HEIGHT="26">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="31%" HEIGHT="26">&nbsp;</td>
    <td WIDTH="2%" HEIGHT="26">&nbsp;</td>
    <td WIDTH="46%" HEIGHT="26">&nbsp;</td>
    <td WIDTH="2%" HEIGHT="26">&nbsp;</td>
    <td WIDTH="19%" HEIGHT="26">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="31%" HEIGHT="26" style="border-bottom-style: solid; border-bottom-width: 1">
    <font size="2">/s/Julie M. Pierce</font></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="46%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">Senior
    Vice President and Chief Financial Officer</font></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="19%" HEIGHT="26"><font face="Times New Roman" size="2">October 31, 2007</font></td>
  </tr>
  <tr>
    <td WIDTH="31%" HEIGHT="26" style="border-top-style: solid; border-top-width: 1"><font FACE="Times New Roman" SIZE="2">
    Julie M. Pierce</font></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="46%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">&nbsp;(Principal
    Financial and Accounting Officer)</font></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="19%" HEIGHT="26">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="31%" HEIGHT="26"></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="46%" HEIGHT="26"></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="19%" HEIGHT="26"></td>
  </tr>
  <tr>
    <td WIDTH="31%" HEIGHT="26" style="border-bottom-style: solid; border-bottom-width: 1">
    <font face="Times New Roman" size="2">/s/William J. Schmitz</font></td>
    <td WIDTH="2%" HEIGHT="26">&nbsp;</td>
    <td WIDTH="46%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">Director</font></td>
    <td WIDTH="2%" HEIGHT="26">&nbsp;</td>
    <td WIDTH="19%" HEIGHT="26"><font face="Times New Roman" size="2">November 1, 2007</font></td>
  </tr>
  <tr>
    <td WIDTH="31%" HEIGHT="26" style="border-top-style: solid; border-top-width: 1"><font FACE="Times New Roman" SIZE="2">
    William J. Schmitz</font></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="46%" HEIGHT="26">&nbsp;</td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="19%" HEIGHT="26">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="31%" HEIGHT="26"></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="46%" HEIGHT="26"></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="19%" HEIGHT="26"></td>
  </tr>
  <tr>
    <td WIDTH="31%" HEIGHT="26" style="border-bottom-style: solid; border-bottom-width: 1">
    <font face="Times New Roman" size="2">/s/Scott C. Milner</font></td>
    <td WIDTH="2%" HEIGHT="26">&nbsp;</td>
    <td WIDTH="46%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">Director</font></td>
    <td WIDTH="2%" HEIGHT="26">&nbsp;</td>
    <td WIDTH="19%" HEIGHT="26"><font size="2">October</font><font FACE="Times New Roman" SIZE="2">
    31, 2007</font></td>
  </tr>
  <tr>
    <td WIDTH="31%" HEIGHT="26" style="border-top-style: solid; border-top-width: 1"><font FACE="Times New Roman" SIZE="2">
    Scott C. Milner</font></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="46%" HEIGHT="26">&nbsp;</td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="19%" HEIGHT="26">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="31%" HEIGHT="26"></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="46%" HEIGHT="26"></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="19%" HEIGHT="26"></td>
  </tr>
  <tr>
    <td WIDTH="31%" HEIGHT="26" style="border-bottom-style: solid; border-bottom-width: 1">&nbsp;</td>
    <td WIDTH="2%" HEIGHT="26">&nbsp;</td>
    <td WIDTH="46%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">Director</font></td>
    <td WIDTH="2%" HEIGHT="26">&nbsp;</td>
    <td WIDTH="19%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">_________
    __, 2007</font></td>
  </tr>
  <tr>
    <td WIDTH="31%" HEIGHT="26" style="border-top-style: solid; border-top-width: 1"><font FACE="Times New Roman" SIZE="2">
    Robert E. Allen, Jr.</font></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="46%" HEIGHT="26">&nbsp;</td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="19%" HEIGHT="26">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="31%" HEIGHT="26"></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="46%" HEIGHT="26"></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="19%" HEIGHT="26"></td>
  </tr>
  <tr>
    <td WIDTH="31%" HEIGHT="26" style="border-bottom-style: solid; border-bottom-width: 1">
    <font face="Times New Roman" size="2">/s/Deborah R. Marshall</font></td>
    <td WIDTH="2%" HEIGHT="26">&nbsp;</td>
    <td WIDTH="46%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">Director</font></td>
    <td WIDTH="2%" HEIGHT="26">&nbsp;</td>
    <td WIDTH="19%" HEIGHT="26"><font size="2">November</font><font FACE="Times New Roman" SIZE="2">
    1, 2007</font></td>
  </tr>
  <tr>
    <td WIDTH="31%" HEIGHT="26" style="border-top-style: solid; border-top-width: 1"><font FACE="Times New Roman" SIZE="2">
    Deborah R. Marshall</font></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="46%" HEIGHT="26">&nbsp;</td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="19%" HEIGHT="26">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="31%" HEIGHT="26"></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="46%" HEIGHT="26"></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="19%" HEIGHT="26"></td>
  </tr>
  <tr>
    <td WIDTH="31%" HEIGHT="26" style="border-bottom-style: solid; border-bottom-width: 1">
    <font face="Times New Roman" size="2">/s/Hugh N. Grant</font></td>
    <td WIDTH="2%" HEIGHT="26">&nbsp;</td>
    <td WIDTH="46%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">Director</font></td>
    <td WIDTH="2%" HEIGHT="26">&nbsp;</td>
    <td WIDTH="19%" HEIGHT="26"><font size="2">November</font><font FACE="Times New Roman" SIZE="2">
    5, 2007</font></td>
  </tr>
  <tr>
    <td WIDTH="31%" HEIGHT="26" style="border-top-style: solid; border-top-width: 1"><font FACE="Times New Roman" SIZE="2">
    Hugh N. Grant</font></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="46%" HEIGHT="26">&nbsp;</td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="19%" HEIGHT="26">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="31%" HEIGHT="26"></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="46%" HEIGHT="26"></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="19%" HEIGHT="26"></td>
  </tr>
  <tr>
    <td WIDTH="31%" HEIGHT="26" style="border-bottom-style: solid; border-bottom-width: 1">&nbsp;</td>
    <td WIDTH="2%" HEIGHT="26">&nbsp;</td>
    <td WIDTH="46%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">Director</font></td>
    <td WIDTH="2%" HEIGHT="26">&nbsp;</td>
    <td WIDTH="19%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">_________
    __, 2007</font></td>
  </tr>
  <tr>
    <td WIDTH="31%" HEIGHT="26" style="border-top-style: solid; border-top-width: 1"><font FACE="Times New Roman" SIZE="2">
    D. Eric McDowell</font></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="46%" HEIGHT="26">&nbsp;</td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="19%" HEIGHT="26">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="31%" HEIGHT="26"></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="46%" HEIGHT="26"></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="19%" HEIGHT="26"></td>
  </tr>
  <tr>
    <td WIDTH="31%" HEIGHT="26" style="border-bottom-style: solid; border-bottom-width: 1">
    <font face="Times New Roman" size="2">/s/BethAnn Boudah Chapman</font></td>
    <td WIDTH="2%" HEIGHT="26">&nbsp;</td>
    <td WIDTH="46%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">Director</font></td>
    <td WIDTH="2%" HEIGHT="26">&nbsp;</td>
    <td WIDTH="19%" HEIGHT="26"><font size="2">November</font><font FACE="Times New Roman" SIZE="2">
    5, 2007</font></td>
  </tr>
  <tr>
    <td WIDTH="31%" HEIGHT="26" style="border-top-style: solid; border-top-width: 1"><font FACE="Times New Roman" SIZE="2">
    BethAnn Boudah Chapman</font></td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="46%" HEIGHT="26">&nbsp;</td>
    <td WIDTH="2%" HEIGHT="26"></td>
    <td WIDTH="19%" HEIGHT="26">&nbsp;</td>
  </tr>
</table>

<font FACE="Times New Roman" SIZE="2">
<p ALIGN="CENTER">II-4</p>
<p ALIGN="left">&lt;PAGE&gt;</p>
<b>
<p ALIGN="CENTER">ALASKA PACIFIC BANCSHARES, INC.</p>
<p ALIGN="CENTER"></p>
<p ALIGN="CENTER">EXHIBIT INDEX</p>
</b></font>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%" style="border-collapse: collapse" bordercolor="#111111">
  <tr>
    <td WIDTH="15%" HEIGHT="26" valign="bottom"><font FACE="Times New Roman" SIZE="2">
    <p ALIGN="CENTER">Exhibit<BR>
      Number<hr color="#000000" width="85%"></td>

    <td WIDTH="85%" HEIGHT="26" valign="bottom"><font FACE="Times New Roman" SIZE="2">
    Description of Document</font><hr color="#000000" align="left" width="85%"></td>
  </tr>
  <tr>
    <td WIDTH="15%" HEIGHT="26"></td>
    <td WIDTH="85%" HEIGHT="26"></td>
  </tr>
  <tr>
    <td WIDTH="15%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">
    <p ALIGN="CENTER">5</font></td>
    <td WIDTH="85%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">Opinion of
    Breyer &amp; Associates PC</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" HEIGHT="26"></td>
    <td WIDTH="85%" HEIGHT="26"></td>
  </tr>
  <tr>
    <td WIDTH="15%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">
    <p ALIGN="CENTER">23.1</font></td>
    <td WIDTH="85%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">Consent of
    Moss Adams LLP </font></td>
  </tr>
  <tr>
    <td WIDTH="15%" HEIGHT="26"></td>
    <td WIDTH="85%" HEIGHT="26"></td>
  </tr>
  <tr>
    <td WIDTH="15%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">
    <p ALIGN="CENTER">99</font></td>
    <td WIDTH="85%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">Alaska
    Pacific Bancshares, Inc. 2003 Stock Option Plan</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" HEIGHT="26"></td>
    <td WIDTH="85%" HEIGHT="26"></td>
  </tr>
</table>
</center>
<p></p>
<font FACE="Times New Roman" SIZE="2">
<p ALIGN="left">&lt;PAGE&gt;</p>
<b>
<p ALIGN="CENTER">Exhibit 5</p>
<p ALIGN="CENTER"></p>
<p ALIGN="CENTER">Opinion of Breyer &amp; Associates PC</p>
</b>
<p ALIGN="left">&lt;PAGE&gt;</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="CENTER">[Letterhead of Breyer &amp; Associates PC]</p>
<p>&nbsp;</p>
<p ALIGN="CENTER">November 15, 2007</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>Board of Directors<BR>
Alaska Pacific Bancshares, Inc.<BR>
2094 Jordan Avenue<BR>
Juneau, Alaska 99801
<p>Ladies and Gentlemen:</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We have acted as special counsel to Alaska Pacific Bancshares, Inc., an
Alaska corporation (the &quot;Company&quot;), in connection with the preparation of the
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission (&quot;Registration Statement&quot;) under the Securities Act of 1933, as
amended, relating to shares of common stock, par value $0.01 per share (the
&quot;Common Stock&quot;) of the Company which may be issued pursuant to the terms of the
Alaska Pacific Bancshares, Inc. 2003 Stock Option Plan (the &quot;Plan&quot;) pursuant to
the grant or exercise of stock options (&quot;Options&quot;) or stock appreciation rights
(&quot;Rights&quot;), all as more fully described in the Registration Statement. The
Registration Statement also registers an indeterminate number of additional
shares which may be necessary to adjust the number of shares registered thereby
for issuance as the result of a stock split, stock dividend or similar
adjustment of the number of issued and outstanding shares of Common Stock. You
have requested the opinion of this firm with respect to certain legal aspects of
the proposed offering.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We have reviewed the Registration Statement, the Articles of Incorporation
and Bylaws of the Company, the Plan, a specimen stock certificate evidencing the
Common Stock and such other documents and records as we have deemed necessary
for purposes of this opinion. We are relying upon the originals, or copies
certified or otherwise identified to our satisfaction, of the corporate records
of the Company and such other instruments, certificates and representations of
public officials, officers and representatives of the Company as we have deemed
applicable or relevant as a basis for the opinions set forth below. In addition,
we have assumed, without independent verification, the genuineness of all
signatures and the authenticity of all documents furnished to us and the
conformance in all respects of copies to originals. Furthermore, we have made
such factual inquiries and reviewed such laws as we determined to be relevant
for the purposes of this opinion. </p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; For purposes of this opinion, we have also assumed that (i) the shares of
Common Stock issuable pursuant to the exercise of Options and Rights will
continue to be validly authorized on the dates the Common Stock is issued
pursuant to the exercise of the Options, (ii) on the dates the Options and
Rights are exercised, the Options and Rights will constitute valid, legal and
binding obligations of the Company and will be enforceable as to the Company in
accordance with their terms (subject to applicable bankruptcy, moratorium,
insolvency, reorganization and other laws and legal principles affecting the
enforceability of creditors' rights generally), (iii) no change occurs in
applicable law or the pertinent facts, (iv) the Options and Rights are exercised
in accordance with the terms of the Plan and any separate agreement evidencing
the grant of such Options and Rights pursuant to the Plan and the exercise price
due therefor, if any, is paid in accordance with the terms thereof and (v) the
provisions of &quot;blue sky&quot; and other securities laws as may be applicable have
been complied with to the extent required. </p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Based on the foregoing, and subject to the assumptions set forth herein, we
are of the opinion as of the date hereof that the shares of Common Stock to be
issued pursuant to the Plan, upon receipt by the Company of any consideration
required thereby, as applicable, will be legally issued, fully paid and
non-assessable shares of Common Stock.</p>
<p>&lt;PAGE&gt;</p>
<p>&nbsp;Board of Directors<BR>
Alaska Pacific Bancshares, Inc.<BR>
November 15, 2007<BR>
Page 2


<p>&nbsp;</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8.</p>
<table border="0" cellpadding="0" cellspacing="0" style="border-collapse: collapse" bordercolor="#111111" width="100%">
  <tr>
    <td width="46%">&nbsp;</td>
    <td width="54%">
<font FACE="Times New Roman" SIZE="2">
    Sincerely,</font></td>
  </tr>
  <tr>
    <td width="46%">&nbsp;</td>
    <td width="54%">&nbsp;</td>
  </tr>
  <tr>
    <td width="46%">&nbsp;</td>
    <td width="54%">
<font FACE="Times New Roman" SIZE="2">
    /s/Breyer &amp; Associates PC</font></td>
  </tr>
  <tr>
    <td width="46%">&nbsp;</td>
    <td width="54%">&nbsp;</td>
  </tr>
  <tr>
    <td width="46%">&nbsp;</td>
    <td width="54%">
<font FACE="Times New Roman" SIZE="2">
    BREYER &amp; ASSOCIATES PC</font></td>
  </tr>
</table>
<p align="center">&nbsp;</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </p>
<p align="center">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </p>
<p align="left">&lt;PAGE&gt;</p>
<b>
<p ALIGN="CENTER">Exhibit 23.1</p>
<p ALIGN="CENTER"></p>
<p ALIGN="CENTER">Consent of Moss Adams LLP</p>
<p ALIGN="left">&nbsp;</p>
</b>
<p ALIGN="left">&lt;PAGE&gt;</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="CENTER">CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM</p>
<p>&nbsp;</p>
<p>The Board of Directors<BR>
Alaska Pacific Bancshares, Inc.</p>
<p align="justify">We hereby consent to incorporation by reference in the Registration Statement on
Form S-8 of Alaska Pacific Bancshares, Inc., relating to the Alaska Pacific
Bancshares, Inc. 2003 Stock Option Plan, of our report dated March 27, 2007,
with respect to the consolidated balance sheets of Alaska Pacific Bancshares,
Inc. and subsidiary as of December 31, 2006 and 2005, and the related
consolidated statements of income, changes in shareholders' equity, and cash
flows for the years then ended, which appear in the December 31, 2006 Annual
Report on Form 10-KSB of Alaska Pacific Bancshares, Inc.</p>
<p>/s/ Moss Adams LLP</p>
<p>Spokane, Washington<BR>
November 15, 2007</p>
<p>&lt;PAGE&gt;</p>
<b>
<p ALIGN="CENTER">Exhibit 99</p>
<p ALIGN="CENTER"></p>
<p ALIGN="CENTER">2003 Stock Option Plan</p>
</b>
<p ALIGN="left">&lt;PAGE&gt;</p>
<b>
<p ALIGN="CENTER">ALASKA PACIFIC BANCSHARES, INC. </p>
<p ALIGN="CENTER">2003 STOCK OPTION PLAN</p>
</b>
<p>&nbsp;</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Plan Purpose</u>. The purpose of the Plan is to promote the long-term
interests of the Corporation and its stockholders by providing a means for
attracting and retaining directors, emeritus directors and employees of the
Corporation and its Affiliates with an equity interest in the Corporation. The
Plan will assist the Corporation in attracting and retaining the highest quality
of experienced persons as directors, officers and employees and in aligning the
interests of such persons more closely with the interest of the Corporation's
stockholders by encouraging such parties to maintain an equity interest in the
Corporation.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Definitions</u>. The following definitions are applicable to the Plan:</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;Affiliate&quot; -- means any &quot;parent corporation&quot; or &quot;subsidiary corporation&quot; of
the Corporation, as such terms are defined in Section 424(e) and (f),
respectively, of the Code.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;Award&quot; -- means the grant by the Committee of an Incentive Stock Option, a
Non-Qualified Stock Option, a Right, or any combination thereof, as provided in
the Plan.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;Award Agreement&quot; -- means the agreement evidencing the grant of an Award
made under the Plan.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;Board&quot; -- means the board of directors of the Corporation.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;Cause&quot; -- means Termination of Service by reason of personal dishonesty,
incompetence, willful misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties or gross negligence.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;Code&quot; -- means the Internal Revenue Code of 1986, as amended.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;Committee&quot; -- means the Committee referred to in Section 3 hereof.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;Corporation&quot; -- means Alaska Pacific Bancshares, Inc., an Alaska
corporation, and any successor thereto.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;Incentive Stock Option&quot; -- means an option to purchase Shares granted by the
Committee which is intended to qualify as an incentive stock option under
Section 422(b) of the Code. Unless otherwise set forth in the Award Agreement,
any Option which does not qualify as an Incentive Stock Option for any reason
shall be deemed <i>ab initio </i>to be a Non-Qualified Stock Option.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;Market Value&quot; -- means the average of the high and low quoted sales price on
the date in question (or, if there is no reported sale on such date, on the last
preceding date on which any reported sale occurred) of a Share on the Composite
Tape for New York Stock Exchange-Listed Stocks, or, if on such date the Shares
are not quoted on the Composite Tape, on the New York Stock Exchange, or if the
Shares are not listed or admitted to trading on such Exchange, on the principal
United States securities exchange registered under the Securities Exchange Act
of 1934 (the &quot;Exchange Act&quot;) on which the Shares are listed or admitted to
trading, or, if the Shares are not listed or admitted to trading on any such
exchange, the mean between the closing high bid and low asked quotations with
respect to a Share on such date on the Nasdaq Stock Market, or any similar
system then in use, or, if no such quotations are available, the fair market
value on such date of a Share as the Committee shall determine.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;Non-Qualified Stock Option&quot; -- means an option to purchase Shares granted by
the Committee which does not qualify, for any reason, as an Incentive Stock
Option.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;Option&quot; -- means an Incentive Stock Option or a Non-Qualified Stock Option.</p>
<p align="center">1</p>
<p align="left">&lt;PAGE&gt;</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;Participant&quot; -- means any director, emeritus director or employee of the
Corporation or any Affiliate who is selected by the Committee to receive an
Award.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;Plan&quot; -- means this Alaska Pacific Bancshares, Inc. 2003 Stock Option Plan.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;Related&quot; -- means (i)&nbsp;in the case of a Right, a Right which is granted in
connection with, and to the extent exercisable, in whole or in part, in lieu of,
an Option or another Right and (ii)&nbsp;in the case of an Option, an Option with
respect to which and to the extent a Right is exercisable, in whole or in part,
in lieu thereof.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;Right&quot; -- means a stock appreciation right with respect to Shares granted by
the Committee pursuant to the Plan.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;Shares&quot; -- means the shares of common stock of the Corporation.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;Termination of Service&quot; -- means cessation of service, for any reason,
whether voluntary or involuntary, so that the affected individual is not either
(i) an employee of the Corporation or any Affiliate for purposes of an Incentive
Stock Option, or (ii) a director, emeritus director or employee of the
Corporation or any Affiliate for purposes of any other Award.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Administration</u>. The Plan shall be administered by a Committee
consisting of two or more members of the Board, each of whom (i) shall be an
&quot;outside director,&quot; as defined under Section 162(m) of the Code and the Treasury
regulations thereunder, and (ii) shall be a &quot;non-employee director,&quot; as defined
under Rule 16(b) of the Securities Exchange Act of 1934 or any similar or
successor provision. The members of the Committee shall be appointed by the
Board. Except as limited by the express provisions of the Plan or by resolutions
adopted by the Board, the Committee shall have sole and complete authority and
discretion to (i)&nbsp;select Participants and grant Awards; (ii)&nbsp;determine the
number of Shares to be subject to types of Awards generally, as well as to
individual Awards granted under the Plan; (iii)&nbsp;determine the terms and
conditions upon which Awards shall be granted under the Plan; (iv)&nbsp;prescribe the
form and terms of Award Agreements; (v)&nbsp;establish from time to time regulations
for the administration of the Plan; and (vi) interpret the Plan and make all
determinations deemed necessary or advisable for the administration of the Plan.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; A majority of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present, or
acts approved in writing by a majority of the Committee without a meeting, shall
be acts of the Committee.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Shares Subject to Plan</u>. </p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a) Subject to adjustment by the operation of Section 6, the maximum number
of Shares with respect to which Awards may be made under the Plan is 32,000 plus
(i) the number of Shares repurchased by the Corporation in the open market or
otherwise with an aggregate price no greater than the cash proceeds received by
the Corporation from the exercise of Options granted under the Plan; plus (ii)
any Shares surrendered to the Corporation in payment of the exercise price of
Options granted under the Plan. The Shares with respect to which Awards may be
made under the Plan may be either authorized and unissued Shares or previously
issued Shares reacquired and held as treasury Shares. Shares which are subject
to Related Rights and Related Options shall be counted only once in determining
whether the maximum number of Shares with respect to which Awards may be granted
under the Plan has been exceeded. An Award shall not be considered to have been
made under the Plan with respect to any Option or Right which terminates, and
new Awards may be granted under the Plan with respect to the number of Shares as
to which such termination has occurred.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b) During any calendar year, no Participant may be granted Awards under the
Plan with respect to more than 20,000 Shares, subject to adjustment as provided
in Section 6.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Awards</u>.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a) <i>Options.</i>
The Committee is hereby authorized to grant Options to Participants with the
following terms and conditions and with such additional terms and conditions not
inconsistent with the provisions of the Plan and the </p>
<p align="center">2</p>
<p align="left">&lt;PAGE&gt;</p>
<p align="justify">requirements of applicable law as the Committee shall determine, including
the granting of Options in tandem with other Awards under the Plan:</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (i) <i>Exercise Price.</i> The exercise price per Share for an Option shall
be determined by the Committee; <i>provided, however,</i> that such exercise
price shall not be less than 100% of the Market Value of a Share on the date of
grant of such Option.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (ii) <i>Option Term.</i> The term of each Option shall be fixed by the
Committee, but shall be no greater than 10 years in the case of an Incentive
Stock Option or 15 years in the case of a Non-Qualified Stock Option.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (iii) <i>Time and Method of Exercise.</i> The Committee shall determine the
time or times at which an Option may be exercised in whole or in part and the
method or methods by which, and the form or forms (including, without
limitation, cash, Shares, other Awards or any combination thereof, having a fair
market value on the exercise date equal to the relevant exercise price) in
which, payment of the exercise price with respect thereto may be made or deemed
to have been made.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (iv) <i>Incentive Stock Options.</i> Incentive Stock Options may be granted
by the Committee only to employees of the Corporation or its Affiliates.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (v) <i>Termination of Service.</i> Unless otherwise determined by the
Committee and set forth in the Award Agreement evidencing the grant of the
Option, upon Termination of Service of the Participant for any reason other than
for Cause, all Options then currently exercisable shall remain exercisable for
the lesser of (A) two years following such Termination of Service or (B) until
the expiration of the Option by its terms. Upon Termination of Service for
Cause, all Options not previously exercised shall immediately be forfeited.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b) <i>Rights.</i> A Right shall, upon its exercise, entitle the Participant
to whom such Right was granted to receive a number of Shares or cash or
combination thereof, as the Committee in its discretion shall determine, the
aggregate value of which (i.e., the sum of the amount of cash and/or Market
Value of such Shares on date of exercise) shall equal (as nearly as possible, it
being understood that the Corporation shall not issue any fractional Shares) the
amount by which the Market Value per Share on the date of such exercise shall
exceed the exercise price of such Right, multiplied by the number of Shares with
respect to which such Right shall have been exercised. A Right may be Related to
an Option or may be granted independently of any Option as the Committee shall
from time to time in each case determine. In the case of a Related Option, such
Related Option shall cease to be exercisable to the extent of the Shares with
respect to which the Related Right was exercised. Upon the exercise or
termination of a Related Option, any Related Right shall terminate to the extent
of the Shares with respect to which the Related Option was exercised or
terminated.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 6.&nbsp;&nbsp;&nbsp;&nbsp; <u>Adjustments Upon Changes in Capitalization</u>. In the event of any
change in the outstanding Shares subsequent to the effective date of the Plan by
reason of any reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Corporation, the maximum aggregate number
and class of shares and exercise price of the Award, if any, as to which Awards
may be granted under the Plan and the number and class of shares and exercise
price of the Award, if any, with respect to which Awards have been granted under
the Plan shall be appropriately adjusted by the Committee, whose determination
shall be conclusive. Except as otherwise provided herein, any Award which is
adjusted as a result of this Section 6 shall be subject to the same terms and
conditions as the original Award.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 7.&nbsp;&nbsp;&nbsp;&nbsp; <u>Effect of Merger on Options or Rights</u>.
In the case of any merger, consolidation or combination of the Corporation
(other than a merger, consolidation or combination in which the Corporation is
the continuing corporation and which does not result in the outstanding Shares
being converted into or exchanged for different securities, cash or other
property, or any combination thereof), any Participant to whom an Option or
Right has been granted shall have the additional right (subject to the
provisions of the Plan and any limitation applicable to such Option or Right),
thereafter and during the term of each such Option or Right, to receive upon
exercise of any such Option or Right an amount equal to the excess of the fair
market value on the date of such exercise of the securities, cash or other
property, or combination thereof, receivable upon such merger, consolidation or
combination in respect of a Share over the exercise price of such </p>
<p align="center">3</p>
<p align="left">&lt;PAGE&gt;</p>
<p align="justify">Right or Option, multiplied by the number of Shares with respect to which
such Option or Right shall have been exercised. Such amount may be payable fully
in cash, fully in one or more of the kind or kinds of property payable in such
merger, consolidation or combination, or partly in cash and partly in one or
more of such kind or kinds of property, all in the discretion of the Committee.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 8.&nbsp;&nbsp;&nbsp;&nbsp; <u>Effect of Change in Control</u>. Each of the events specified in the
following clauses (i) through (iii) of this Section 8 shall be deemed a &quot;change
in control&quot;: (i)&nbsp;any third person, including a &quot;group&quot; as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, shall become the beneficial
owner of shares of the Corporation with respect to which 25% or more of the
total number of votes for the election of the Board may be cast, (ii)&nbsp;as a
result of, or in connection with, any cash tender offer, merger or other
business combination, sale of assets or contested election, or combination of
the foregoing, the persons who were directors of the Corporation shall cease to
constitute a majority of the Board, or (iii)&nbsp;the stockholders of the Corporation
shall approve an agreement providing either for a transaction in which the
Corporation will cease to be an independent publicly-owned corporation or for a
sale or other disposition of all or substantially all the assets of the
Corporation. If a tender offer or exchange offer for Shares (other than such an
offer by the Corporation) is commenced, or if a change in control shall occur,
unless the Committee shall have otherwise provided in the Award Agreement, all
Options and Rights granted and not fully exercisable shall become exercisable in
full upon the happening of such event; provided, however, that no Option or
Right which has previously been exercised or otherwise terminated shall become
exercisable.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 9.&nbsp;&nbsp;&nbsp;&nbsp; <u>Assignments and Transfers</u>. No Incentive Stock Option granted under
the Plan shall be transferable other than by will or the laws of descent and
distribution. Any other Award shall be transferable by will, the laws of descent
and distribution, a &quot;domestic relations order,&quot; as defined in Section
414(p)(1)(B) of the Code, or a gift to any member of the Participant's immediate
family or to a trust for the benefit of one or more of such immediate family
members. During the lifetime of an Award recipient, an Award shall be
exercisable only by the Award recipient unless it has been transferred as
permitted hereby, in which case it shall be exercisable only by such transferee.
For the purpose of this Section 9, a Participant's &quot;immediate family&quot; shall mean
the Participant's spouse, children and grandchildren.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 10.&nbsp; <u>Employee Rights Under the Plan</u>. No person shall have a right to be
selected as a Participant nor, having been so selected, to be selected again as
a Participant, and no employee or other person shall have any claim or right to
be granted an Award under the Plan or under any other incentive or similar plan
of the Corporation or any Affiliate. Neither the Plan nor any action taken
thereunder shall be construed as giving any employee any right to be retained in
the employ of the Corporation or any Affiliate.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 11.&nbsp; <u>Delivery and Registration of Stock</u>. The Corporation's obligation
to deliver Shares with respect to an Award shall, if the Committee so requests,
be conditioned upon the receipt of a representation as to the investment
intention of the Participant to whom such Shares are to be delivered, in such
form as the Committee shall determine to be necessary or advisable to comply
with the provisions of the Securities Act of 1933 or any other federal, state or
local securities legislation. It may be provided that any representation
requirement shall become inoperative upon a registration of the Shares or other
action eliminating the necessity of such representation under such Securities
Act or other securities legislation. The Corporation shall not be required to
deliver any Shares under the Plan prior to (i)&nbsp;the admission of such Shares to
listing on any stock exchange on which Shares may then be listed and (ii)&nbsp;the
completion of such registration or other qualification of such Shares under any
state or federal law, rule or regulation, as the Committee shall determine to be
necessary or advisable.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 12.&nbsp; <u>Withholding Tax</u>. The Corporation shall have the right to deduct
from all amounts paid in cash with respect to the exercise of a Right under the
Plan any taxes required by law to be withheld with respect to such cash
payments. Where a Participant or other person is entitled to receive Shares
pursuant to the exercise of an Option or Right pursuant to the Plan, the
Corporation shall have the right to require the Participant or such other person
to pay the Corporation the amount of any taxes which the Corporation is required
to withhold with respect to such Shares, or, in lieu thereof, to retain, or sell
without notice, a number of such Shares sufficient to cover the amount required
to be withheld. All withholding decisions pursuant to this Section 12 shall be
at the sole discretion of the Committee or the Corporation.</p>
<p align="center">4</p>
<p align="left">&lt;PAGE&gt;</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 13.&nbsp;&nbsp;&nbsp;&nbsp; <u>Amendment or Termination</u>. </p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a) The Board may amend, alter, suspend, discontinue, or terminate the Plan
without the consent of shareholders or Participants, except that any such action
will be subject to the approval of the Corporation's shareholders if, when and
to the extent such shareholder approval is necessary or required for purposes of
any applicable federal or state law or regulation or the rules of any stock
exchange or automated quotation system on which the Shares may then be listed or
quoted, or if the Board, in its discretion, determines to seek such shareholder
approval.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b) The Committee may waive any conditions of or rights of the Corporation or
modify or amend the terms of any outstanding Award. The Committee may not,
however, amend, alter, suspend, discontinue or terminate any outstanding Award
without the consent of the Participant or holder thereof, except as otherwise
provided herein.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 14.&nbsp;&nbsp;&nbsp;&nbsp; <u>Effective Date and Term of Plan</u>. The Plan shall be effective upon
the later of its adoption by the Board or its approval by the shareholders of
the Corporation. The Plan shall continue in effect for a term of ten years
thereafter unless sooner terminated under Section 13 hereof.</p>
<p ALIGN="CENTER">* * * * *</p>
<p ALIGN="CENTER">5</p>
<p ALIGN="left">&lt;PAGE&gt;</p>
<b>
<p align="center">ALASKA PACIFIC BANCSHARES, INC.</p>
<p align="center">2003 STOCK OPTION PLAN</p>
<p align="center"><u>INCENTIVE STOCK OPTION AGREEMENT</p>
</u></b>
<p>&nbsp;</p>
<p align="justify">ISO NO. _____</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; This Option is granted on ___________, _____ (the &quot;Grant Date&quot;), by Alaska
Pacific Bancshares, Inc., an Alaksa corporation (&quot;Corporation&quot;), to
_______________ (the &quot;Optionee&quot;), in accordance with the following terms and
conditions:</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Option Grant and Exercise Period</u>. The Corporation hereby grants to
the Optionee an Incentive Stock Option (&quot;Option&quot;) to purchase, pursuant to the
Alaska Pacific Bancshares, Inc. 2003 Stock Option Plan, as the same may be
amended from time to time (the &quot;Plan&quot;), and upon the terms and conditions
therein and hereinafter set forth, an aggregate of ________ shares (the &quot;Option
Shares&quot;) of the common stock of the Corporation (&quot;Share&quot; or &quot;Shares&quot;) at the
price of $______ per Share (the &quot;Exercise Price&quot;). A copy of the Plan, as
currently in effect, is incorporated herein by reference and is attached to this
Award Agreement.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; This Option shall be exercisable only during the period (the &quot;Exercise
Period&quot;) commencing on the dates set forth in Section 2 below, and ending at
5:00 p.m., Juneau, Alaska time, on the date ten years after the Grant Date, such
later time and date being hereinafter referred to as the &quot;Expiration Date,&quot;
subject to earlier expiration in accordance with Section 5 in the event of a
Termination of Service. The aggregate Market Value (as determined on the Grant
Date) of the Option Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee in any calendar year shall not
exceed One Hundred Thousand Dollars ($100,000.00). To the extent that this
Option does not qualify as an Incentive Stock Option for any reason, it shall be
deemed <i>ab initio </i>to be a Non-Qualified Stock Option.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Method of Exercise of This Option</u>. This Option may be exercised
during the Exercise Period, with respect to not more than the cumulative number
of the Option Shares set forth below on or after the dates indicated, by giving
written notice to the Corporation as hereinafter provided specifying the number
of the Option Shares to be purchased.</p>
<table border="0" cellpadding="0" cellspacing="0" style="border-collapse: collapse" bordercolor="#111111" width="100%">
  <tr>
    <td width="50%" align="center">
<font FACE="Times New Roman" SIZE="2">
    Cumulative Number of</font></td>
    <td width="50%" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td width="50%" align="center">
<font FACE="Times New Roman" SIZE="2">
    <u>Option Shares Exercisable</u>
</font></td>
    <td width="50%" align="center"> <u>
<font FACE="Times New Roman" SIZE="2">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Date&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</font>
</u>
    </td>
  </tr>
</table>
<p></p>
<p>&nbsp;</p>
<p align="justify">The notice of exercise of this Option shall be in the form prescribed by the
Committee referred to in Section 3 of the Plan and directed to the address set
forth in Section 12 below. The date of exercise is the date on which such notice
is received by the Corporation. Such notice shall be accompanied by payment in
full of the Exercise Price for the Option Shares to be purchased upon such
exercise. Payment shall be made (i) in cash, which may be in the form of a
check, money order, cashier's check or certified check, payable to the
Corporation, or (ii) by delivering Shares already owned by the Optionee having a
Market Value equal to the Exercise Price, or (iii) a combination of cash and
such Shares. Promptly after such payment, subject to Section 3 below, the
Corporation shall issue and deliver to the Optionee or other person exercising
this Option a certificate or certificates representing the Option Shares so
purchased, registered in the name of the Optionee (or such other person), or,
upon request, in the name of the Optionee (or such other person) and in the name
of another in such form of joint ownership as requested by the Optionee (or such
other person) pursuant to applicable state law.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Delivery and Registration of the Option Shares</u>. The Corporation's
obligation to de liver the Option Shares hereunder shall, if the Committee so
requests, be conditioned upon the Optionee's compliance with the terms and
provisions of Section 12 of the Plan.</p>
<p align="center">ISO-1</p>
<p align="left">&lt;PAGE&gt;</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Nontransferability of This Option</u>. This Option may not be assigned,
encumbered, transferred, pledged or hypothecated except, in the event of the
death of the Optionee, by will or the applicable laws of descent and
distribution to the extent provided in Section 5 below. This Option is
exercisable during the Optionee's lifetime only by the Optionee or a person
acting with the legal authority of the Optionee. The provisions of this Option
shall be binding upon, inure to the benefit of and be enforceable by the parties
hereto, the successors and assigns of the Corporation and any person acting with
the legal authority of the Optionee or to whom this Option is transferred by
will or by the laws of descent and distribution.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Termination of Service or Death of the Optionee</u>. Except as provided
in this Section 5 and Section 9 below, and notwithstanding any other provision
of this Option to the contrary, this Option shall be exercisable only if the
Optionee has not incurred a Termination of Service at the time of such exercise.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; If the Optionee incurs a Termination of Service for any reason excluding
death, Disability and Termination of Service for Cause, then the Optionee may,
but only within the period of three months immediately succeeding such
Termination of Service and in no event after the Expiration Date, exercise this
Option to the extent the Optionee was entitled to exercise this Option on the
date of Termination of Service. If the Optionee incurs a Termination of Service
for Cause, all rights under this Option shall expire immediately upon the giving
to the Optionee of notice of such termination, except as provided in Section 9
below.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In the event of the death or Disability of the Optionee prior to the
Optionee's Termination of Service or within three months thereafter, the person
or persons to whom the Option has been transferred by will or by the laws of
descent and distribution may, but only to the extent the Optionee was entitled
to exercise this Option on the date of the Optionee's death or Disability,
exercise this Option at any time within one year following the death or
Disability of the Optionee, but in no event after the Expiration Date.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Following the death of the Optionee, the Committee may, in its sole
discretion, as an alternative means of settlement of this Option, elect to pay
to the person to whom this Option is transferred by will or by the laws of
descent and distribution, the amount by which the Market Value per Share on the
date of exercise of this Option shall exceed the Exercise Price for each of the
Option Shares, multiplied by the number of the Option Shares with respect to
which this Option is properly exercised. Any such settlement of this Option
shall be considered an exercise of this Option for all purposes of this Option
and of the Plan.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Notice of Sale</u>. The Optionee or any person to whom the Option
Shares shall have been transferred shall promptly give notice to the Corporation
in the event of the sale or other disposition of the Option Shares within the
later of (i) two years from the Grant Date or (ii) one year from the date of
exercise of this Option. Such notice shall specify the number of the Option
Shares sold or otherwise disposed of and be directed to the address set forth in
Section 12 below.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Adjustments for Changes in Capitalization of the Corporation</u>. In
the event of any change in the outstanding Shares by reason of any
recapitalization, stock split, reverse stock split, stock dividend,
reorganization, consolidation, combination or exchange of shares, merger, or any
other change in the corporate structure of the Corporation or in the Shares, the
number and class of the Option Shares covered by this Option and the Exercise
Price shall be appropriately adjusted by the Committee, whose determination
shall be conclusive.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Effect of Merger or Other Reorganization</u>. In the event of any
merger, consolidation or combination of the Corporation with or into another
corporation (other than a merger, consolidation or combination in which the
Corporation is the continuing corporation and which does not result in the
outstanding Shares being converted into or exchanged for different securities,
cash or other property, or any combination thereof), the Optionee shall have the
right (subject to the provisions of the Plan and the limitations contained
herein), thereafter and during the Exercise Period, to receive upon exercise of
this Option an amount equal to the excess of the Market Value on the date of
such exercise of the securities, cash or other property, or combination thereof,
receivable upon such merger, consolidation or combination in respect of a Share
over the Exercise Price, multiplied by the number of the Option Shares with
respect to which this Option shall have been exercised. Such amount may be
payable fully in cash, fully in one or more of the kind or kinds of property
payable in such merger, consolidation or combination, or partly in cash and
partly in one or more of </p>
<p align="center">ISO-2</p>
<p align="left">&lt;PAGE&gt;</p>
<p align="justify">such kind or kinds of property, all in the discretion of the Committee. The
exercise of the right provided herein shall result in that portion of this
Option so exercised being disqualified as an incentive stock option for tax
purposes and being deemed a non-qualified stock option for tax purposes.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Effect of Change in Control</u>. If a tender offer or exchange offer
for Shares (other than such an offer by the Corporation) is commenced, or if a
change in control as defined in the Plan shall occur, all Options theretofore
granted and not fully exercisable shall become exercisable in full upon the
happening of such event. </p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Shareholder Rights Not Granted by This Option</u>. The Optionee is not
entitled by virtue hereof to any rights of a shareholder of the Corporation or
to notice of meetings of shareholders or to notice of any other proceedings of
the Corporation.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Withholding Tax</u>. Where the Optionee or another person is entitled
to receive the Option Shares pursuant to the exercise of this Option, the
Corporation shall have the right to require the Optionee or such other person to
pay to the Corporation the amount of any taxes which the Corporation or any of
its Affiliates is required to withhold with respect to the Option Shares, or in
lieu thereof, to retain, or sell without notice, a sufficient number of the
Option Shares to cover the amount required to be withheld, or, in lieu of any of
the foregoing, to withhold a sufficient sum from the Optionee's compensation
payable by the Corporation to satisfy the Corporation's tax withholding
requirements.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Notices</u>. All notices hereunder to the Corporation shall be
delivered or mailed to it addressed to the Secretary of Alaska Pacific
Bancshares, Inc., 2094 Jordan Avenue, Juneau, Alaska 99801. Any notices
hereunder to the Optionee shall be delivered personally or mailed to the
Optionee's address noted below. Such addresses for the service of notices may be
changed at any time provided written notice of the change is furnished in
advance to the Corporation or to the Optionee, as the case may be.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Plan and Plan Interpretations as Controlling</u>. This Option and the
terms and condi-tions herein set forth are subject in all respects to the terms
and conditions of the Plan, which are controlling. Capitalized terms used herein
which are not defined in this Award Agreement shall have the meaning ascribed to
such terms in the Plan. All determinations and interpretations made in the
discretion of the Committee shall be final and conclusive upon the Optionee or
his legal representatives with regard to any question arising hereunder or under
the Plan.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Optionee Service</u>. Nothing in this Option shall limit the right of
the Corporation or any of its Affiliates to terminate the Optionee's service as
an employee, or otherwise impose upon the Corporation or any of its Affiliates
any obligation to employ or accept the services of the Optionee.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Amendment</u>. The Committee may waive any conditions of or rights of
the Corporation or modify or amend the terms of this Award Agreement; provided,
however, that the Committee may not amend, alter, suspend, discontinue or
terminate any provision hereof which may adversely affect the Optionee without
the Optionee's (or his legal representative's) written consent.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 16.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Optionee Acceptance</u>. The Optionee shall signify his acceptance of
the terms and conditions of this Option by signing in the space provided below
and returning a signed copy hereof to the Corporation at the address set forth
in Section 12 above.</p>
<p align="center">ISO-3</p>
<p align="left">&lt;PAGE&gt;</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be
executed as of the date first above written.</p>












                        <table border="0" cellpadding="0" cellspacing="0" style="border-collapse: collapse" bordercolor="#111111" width="100%">
                          <tr>
                            <td width="50%">&nbsp;</td>
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<font FACE="Times New Roman" SIZE="2">












                        <b>
                            ALASKA PACIFIC BANCSHARES, INC.</b></font></td>
                          </tr>
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                            <td width="50%">&nbsp;</td>
                            <td width="50%">&nbsp;</td>
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                          </tr>
                          <tr>
                            <td width="50%">&nbsp;</td>
                            <td width="50%">
<font FACE="Times New Roman" SIZE="2">
                            By: ________________________________</font></td>
                          </tr>
                          <tr>
                            <td width="50%">&nbsp;</td>
                            <td width="50%">
<font FACE="Times New Roman" SIZE="2">
                            Its: ________________________________</font></td>
                          </tr>
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                            <td width="50%">&nbsp;</td>
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                          </tr>
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                            <td width="50%">&nbsp;</td>
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<font FACE="Times New Roman" SIZE="2">
                            ACCEPTED:</font></td>
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                            <td width="50%">&nbsp;</td>
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                            <td width="50%">&nbsp;</td>
                            <td width="50%">
<font FACE="Times New Roman" SIZE="2">
                            ______________________________________</font></td>
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                          <tr>
                            <td width="50%">&nbsp;</td>
                            <td width="50%">
<font FACE="Times New Roman" SIZE="2">
                            (Signature)</font></td>
                          </tr>
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                            <td width="50%">&nbsp;</td>
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                            <td width="50%">&nbsp;</td>
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<font FACE="Times New Roman" SIZE="2">
                            ______________________________________</font></td>
                          </tr>
                          <tr>
                            <td width="50%">&nbsp;</td>
                            <td width="50%">
<font FACE="Times New Roman" SIZE="2">
                            (Street Address)</font></td>
                          </tr>
                          <tr>
                            <td width="50%">&nbsp;</td>
                            <td width="50%">&nbsp;</td>
                          </tr>
                          <tr>
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<font FACE="Times New Roman" SIZE="2">
                            ______________________________________</font></td>
                          </tr>
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                            <td width="50%">&nbsp;</td>
                            <td width="50%">
<font FACE="Times New Roman" SIZE="2">
                            (City, State and Zip Code)</font></td>
                          </tr>
</table>












                        <b>
                        <p>&nbsp;</p>
                        </b>
<p>&nbsp;</p>
<p align="center">ISO-4</p>
<p align="left">&lt;PAGE&gt;</p>
<b>
<p ALIGN="CENTER">ALASKA PACIFIC BANCSHARES, INC.</p>
<p ALIGN="CENTER">2003 STOCK OPTION PLAN</p>
<u>
<p ALIGN="CENTER">NON-QUALIFIED STOCK OPTION AGREEMENT</p>
</u></b>
<p align="justify">NQSO NO. ___&nbsp; <u></p>
</u>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; This Option is granted on ________________, ____ (the &quot;Grant Date&quot;), by
Alaska Pacific Bancshares, Inc., an Alaska corporation (&quot;Corporation&quot;), to
_________________ (the &quot;Optionee&quot;), in accordance with the following terms and
conditions:</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Option Grant and Exercise Period</u>. The Corporation hereby grants to
the Optionee a Non-Qualified Option (&quot;Option&quot;) to purchase, pursuant to the
Alaska Pacific Bancshares, Inc. 2003 Stock Option Plan, as the same may be
amended from time to time (the &quot;Plan&quot;), and upon the terms and conditions
therein and hereinafter set forth, an aggregate of _______ shares (the &quot;Option
Shares&quot;) of the common stock of the Corporation (&quot;Share&quot; or &quot;Shares&quot;) at the
price of $______ per Share (the &quot;Exercise Price&quot;). A copy of the Plan, as
currently in effect, is incorporated herein by reference and is attached to this
Award Agreement.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Except as provided in Sections 7 and 8 below, this Option shall be
exercisable only during the period (the &quot;Exercise Period&quot;) commencing on the
dates set forth in Section 2 below, and ending at 5:00 p.m., Juneau, Alaska
time, on the date ten years after the Grant Date, such later time and date being
hereinafter referred to as the &quot;Expiration Date,&quot; subject to earlier expiration
in accordance with Section 5 in the event of a Termination of Service.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Method of Exercise of This Option</u>. This Option may be exercised
during the Exercise Period, with respect to not more than the cumulative number
of the Option Shares set forth below on or after the dates indicated, by giving
written notice to the Corporation as hereinafter provided specifying the number
of the Option Shares to be purchased.</p>
</font>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%" style="border-collapse: collapse" bordercolor="#111111" ALIGN=CENTER>
  <tr>
    <td WIDTH="50%" HEIGHT="26"><font FACE="Times New Roman" SIZE="2">
    <p ALIGN="CENTER">Cumulative Number of<BR>
    <u>Option Shares Exercisable</u></font></td>
    <td WIDTH="50%" HEIGHT="26" valign="bottom"><font FACE="Times New Roman" SIZE="2">
    <p ALIGN="CENTER"></p>
    <u>
    <p ALIGN="CENTER">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Date&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u></font></td>
  </tr>
  <tr>
    <td WIDTH="50%" HEIGHT="26"></td>
    <td WIDTH="50%" HEIGHT="26"></td>
  </tr>
  </table>
</center>
<p></p>
<font FACE="Times New Roman" SIZE="2">
<p>&nbsp;</p>
<p align="justify">The notice of exercise of this Option shall be in the form prescribed by the
Committee referred to in Section 3 of the Plan and directed to the address set
forth in Section 11 below. The date of exercise is the date on which such notice
is received by the Corporation. Such notice shall be accompanied by payment in
full of the Exercise Price for the Option Shares to be purchased upon such
exercise. Payment shall be made (i) in cash, which may be in the form of a
check, money order, cashier's check or certified check, payable to the
Corporation, or (ii) by delivering Shares already owned by the Optionee having a
Market Value equal to the Exercise Price, or (iii) a combination of cash and
such Shares. Promptly after such payment, subject to Section 3 below, the
Corporation shall issue and deliver to the Optionee or other person exercising
this Option a certificate or certificates representing the Option Shares so
purchased, registered in the name of the Optionee (or such other person), or,
upon request, in the name of the Optionee (or such other person) and in the name
of another in such form of joint ownership as requested by the Optionee (or such
other person) pursuant to applicable state law.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Delivery and Registration of the Option Shares</u>. The Corporation's
obligation to de-liver the Option Shares hereunder shall, if the Committee so
requests, be conditioned upon the Optionee's compliance with the terms and
provisions of Section 12 of the Plan.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Nontransferability of This Option</u>. This Option may not be assigned,
encumbered, transferred, pledged or hypothecated except, (i) in the event of the
death of the Optionee, by will or the applicable laws of descent and
distribution; (ii) pursuant to a &quot;domestic relations order,&quot; as defined in
Section 414(p)(1)(B) of the Code; and (iii) by  </p>
<p align="center">NQSO-1</p>
<p align="left">&lt;PAGE&gt;</p>
<p align="justify">gift to any member of the Optionee's immediate family or to a trust for the benefit of one or more of such
immediate family members. During the lifetime of the Optionee, this Option shall
be exercisable only by the Optionee or a person acting with the legal authority
of the Optionee unless it has been transferred as permitted hereby, in which
case it shall be exercisable only by such transferee. The provisions of this
Option shall be binding upon, inure to the benefit of and be enforceable by the
parties hereto, the successors and assigns of the Corporation and any person
acting with the legal authority of the Optionee to whom this Option is
transferred in accordance with this Section 4.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Termination of Service or Death or Disability of the Optionee</u>.
Except as provided in this Section 5 and in Section 8 below, and notwithstanding
any other provision of this Option to the contrary, this Option shall be
exercisable only if the Optionee has not incurred a Termination of Service at
the time of such exercise.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; If the Optionee incurs a Termination of Service for any reason excluding
death, Disability and Termination of Service for Cause, then the Optionee may,
but only within the period of one year immediately succeeding such Termination
of Service and in no event after the Expiration Date, exercise this Option to
the extent the Optionee was entitled to exercise this Option on the date of
Termination of Service. If the Optionee incurs a Termination of Service for
Cause, all rights under this Option shall expire immediately upon the giving to
the Optionee of notice of such termination, except as provided in Section 8
below.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In the event of the death or Disability of the Optionee prior to the
Optionee's Termination of Service or within three months thereafter, the
Optionee or person or persons to whom the Option has been transferred pursuant
to Section 4 may, but only to the extent the Optionee was entitled to exercise
this Option on the date of the Optionee's death or Disability, exercise this
Option at any time within two years following the death or Disability of the
Optionee, but in no event after the Expiration Date.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Cause shall mean termination of the employment of the Optionee with either
the Corporation or any Affiliate, as the case may be, because of the Optionee's
dishonesty, incompetence, willful misconduct, breach of a fiduciary duty
involving personal profit, intentional failure to perform stated duties, or
willful violation of any law, rule, or regulation (excluding violations which do
not have a material adverse affect on the Corporation or its Affiliates) or
final cease-and-desist order. No act or failure to act by the Optionee shall be
considered willful unless the Optionee acted or failed to act with an absence of
good faith and without a reasonable belief that his action or failure to act was
in the best interest of the Corporation.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Following the death of the Optionee, the Committee may, in its sole
discretion, as an alternative means of settlement of this Option, elect to pay
to the person to whom this Option is transferred pursuant to Section 4 the
amount by which the Market Value per Share on the date of exercise of this
Option shall exceed the Exercise Price for each of the Option Shares, multiplied
by the number of the Option Shares with respect to which this Option is properly
exercised. Any such settlement of this Option shall be considered an exercise of
this Option for all purposes of this Option and of the Plan.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Adjustments for Changes in Capitalization of the Corporation</u>. In
the event of any change in the outstanding Shares by reason of any
recapitalization, stock split, reverse stock split, stock dividend,
reorganization, consolidation, combination or exchange of shares, merger, or any
other change in the corporate structure of the Corporation or in the Shares, the
number and class of the Option Shares covered by this Option and the Exercise
Price shall be appropriately adjusted by the Committee, whose determination
shall be conclusive.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Effect of Merger or Other Reorganization</u>. In the event of any
merger, consolidation or combination of the Corporation with or into another
corporation (other than a merger, consolidation or combination in which the
Corporation is the continuing corporation and which does not result in the
outstanding Shares being converted into or exchanged for different securities,
cash or other property, or any combination thereof), the Optionee shall have the
right (subject to the provisions of the Plan and the limitations contained
herein), thereafter and during the Exercise Period, to receive upon exercise of
this Option an amount equal to the excess of the Market Value on the date of
such exercise of the securities, cash or other property, or combination thereof,
receivable upon such merger, consolidation or combination in respect of a Share
over the Exercise Price, multiplied by the number of the Option Shares with
respect to which this Option shall have been exercised. Such amount may be
payable fully in cash, fully in one or more of the </p>
<p align="center">NQSO-2</p>
<p align="left">&lt;PAGE&gt;</p>
<p align="justify">kind or kinds of property payable in such merger,
consolidation or combination, or partly in cash and partly in one or more of
such kind or kinds of property, all in the discretion of the Committee.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Effect of Change in Control</u>. If a tender offer or exchange offer
for Shares (other than such an offer by the Corporation) is commenced, or if a
change in control as defined in the Plan shall occur, all Options theretofore
granted and not fully exercisable shall become exercisable in full upon the
happening of such event.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Shareholder Rights Not Granted by This Option</u>. The Optionee is not
entitled by virtue hereof to any rights of a shareholder of the Corporation or
to notice of meetings of shareholders or to notice of any other proceedings of
the Corporation.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Withholding Tax</u>. Where the Optionee or another person is entitled
to receive the Option Shares pursuant to the exercise of this Option, the
Corporation shall have the right to require the Optionee or such other person to
pay to the Corporation the amount of any taxes which the Corporation or any of
its Affiliates is required to withhold with respect to the Option Shares, or in
lieu thereof, to retain, or sell without notice, a sufficient number of the
Option Shares to cover the amount required to be withheld, or, in lieu of any of
the foregoing, to withhold a sufficient sum from the Optionee's compensation
payable by the Corporation to satisfy the Corporation's tax withholding
requirements.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Notices</u>. All notices hereunder to the Corporation shall be
delivered or mailed to it addressed to the Secretary of Alaska Pacific
Bancshares, Inc., 2094 Jordan Avenue, Juneau, Alaska 99801. Any notices
hereunder to the Optionee shall be delivered personally or mailed to the
Optionee's address noted below. Such addresses for the service of notices may be
changed at any time provided written notice of the change is furnished in
advance to the Corporation or to the Optionee, as the case may be.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Plan and Plan Interpretations as Controlling</u>. This Option and the
terms and condi- tions herein set forth are subject in all respects to the terms
and conditions of the Plan, which are controlling. Capitalized terms used herein
which are not defined in this Award Agreement shall have the meaning ascribed to
such terms in the Plan. All determinations and interpretations made in the
discretion of the Committee shall be final and conclusive upon the Optionee or
his legal representatives with regard to any question arising hereunder or under
the Plan.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Optionee Service</u>. Nothing in this Option shall limit the right of
the Corporation or any of its Affiliates to terminate the Optionee's service as
a director, advisory director, director emeritus or employee, or otherwise
impose upon the Corporation or any of its Affiliates any obligation to employ or
accept the services of the Optionee.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Amendment</u>. The Committee may waive any conditions of or rights of
the Corporation or modify or amend the terms of this Award Agreement; provided,
however, that the Committee may not amend, alter, suspend, discontinue or
terminate any provision hereof which may adversely affect the Optionee without
the Optionee's (or his legal representative's) written consent.</p>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Optionee Acceptance</u>. The Optionee shall signify his acceptance of
the terms and conditions of this Option by signing in the space provided below
and returning a signed copy hereof to the Corporation at the address set forth
in Section 11 above.</p>
<p align="center">NQSO-3</p>
<p align="left">&lt;PAGE&gt;</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be
executed as of the date first above written.</p>












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As filed with the Securities and Exchange Commission on
    November 16, 2007
Registration Statement No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ALASKA PACIFIC BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Alaska
(State or other jurisdiction of
incorporation or organization)
92-0167101
(I.R.S. Employer
Identification No.)
2094 Jordan Avenue, Juneau, Alaska
(Address of principal executive offices)
99801
(Zip code)
Alaska Pacific Bancshares, Inc. 2003 Stock Option Plan
(Full title of the plan)
Julie M. Pierce
Chief Financial Officer
Alaska Pacific Bancshares, Inc.
2094 Jordan Avenue
Juneau, Alaska 99801
(907) 789-4844
John F. Breyer, Jr., Esquire
Breyer & Associates PC
8180 Greensboro Drive
Suite 785
McLean, Virginia 22102
(703) 883-1100
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of each class of
securities to be registered
Amount to be
registered
Proposed maximum
offering price per share
Proposed maximum
aggregate offering price
Amount of
registration fee
Common stock,
$0.01 par value per share
32,000
(1)
$24.025
(2)
$768,800
$23.60
(1)
Together with an indeterminate number of
  additional shares which may be necessary to adjust the number of shares
  reserved for issuance pursuant to the Alaska Pacific Bancshares, Inc. 2003
  Stock Option Plan as a result of a stock split, stock dividend or similar
  adjustment of the outstanding common stock of the registrant.
(2)
Estimated in accordance with Rule 457(h),
  calculated on the basis of $24.025 per share, based on the average bid and ask
  price of Alaska Pacific Bancshares, Inc. common stock on the OTC "Electronic
  Bulletin Board" on November 14, 2007.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document containing the information specified in Part I
of Form S-8 will be sent or given to participants in the Alaska Pacific
Bancshares, Inc. 2003 Stock Option Plan as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933. This document is not being filed with the
Commission, but constitutes (along with the documents incorporated by reference
into this Registration Statement pursuant to Item 3 of Part II hereof) a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3
.     Incorporation of Documents by Reference
The following documents previously or concurrently filed by
Alaska Pacific Bancshares, Inc. (the "Registrant") with the Commission are
hereby incorporated by reference in this Registration Statement:
(a)         the Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2006 (File No. 0-26003) filed pursuant to the
Securities Exchange Act of 1934;
(b)         all other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of
the fiscal year covered by the Annual Report on Form 10-KSB referred to in Item
3(a) above; and
(c)         the description of the Registrant's common stock, par
value $0.01 per share, set forth in the Registrant's Registration Statement on
Form 8-A, registering the Registrant's common stock, pursuant to Section 12(g)
of the Securities Exchange Act of 1934, filed as of May 7, 1999 and all
amendments thereto or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement to be a part hereof from the date of the filing
of such documents. Any statement contained in the documents incorporated, or
deemed to be incorporated, by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is, or is deemed to be, incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
All information appearing in this Registration Statement is
qualified in its entirety by the detailed information, including financial
statements, appearing in the documents incorporated herein by reference.
Item 4
.     Description of Securities
Not Applicable
Item 5
.     Interests of Named Experts and Counsel
Not Applicable
Item 6
.     Indemnification of Directors and Officers
Article XIII of the Registrant's Articles of Incorporation
requires indemnification of any person who is or was a director, officer,
employee or agent of the Registrant and who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding by reason of the fact that the person is or was any agent of the
Registrant, against expenses, judgments, fines, and amounts paid in settlement
and incurred by that person in connection with such action, suit or proceeding.
Section 10.06.490 of the Alaska Corporations Code provides for permissible,
mandatory and court-ordered indemnification of directors, officers, employees
and agents in certain circumstances. Section 10.06.490(a) provides that a
corporation has the power to indemnify a person who was, is, or is threatened to
be made a party to an action or
II-1
<PAGE>
proceeding (other a derivative action), by reason of the fact
that the person 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. Indemnification may include reimbursement
of expenses, attorney fees, judgments, fines, and amounts paid in settlement if
the person acted in good faith and in a manner the person reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to a criminal action or proceeding, the person had no reasonable cause to
believe the conduct was unlawful. Section 10.06.490(b) provides similarly with
respect derivative actions; however, no indemnification shall be made if the
person seeking indemnification has been adjudged to be liable for negligence or
misconduct in the performance of the person's duty to the corporation except to
the extent that the court in which the action was brought determines upon
application that, despite the adjudication of liability, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for expenses that the court considers proper.
Section 10.06.490(c) provides for mandatory indemnification
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 referred
to above, or in defense of any claim, issue or matter therein. Section
10.06.490(d) provides that any indemnification under Sections 10.06.490(a) and
(b) may only be made by the corporation upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because the person has met the applicable standard of conduct.
Section 10.06.490(e) provides that the corporation may pay or reimburse the
reasonable expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because the person has met the applicable standard of conduct,
under certain circumstances.
Item 7
.     Exemption From Registration Claimed
Not Applicable
Item 8
.     Exhibits
The following exhibits are filed with or incorporated by
reference into this Registration Statement on Form S-8:
Exhibit Number
Description of Document
4.1
Articles
    of Incorporation of the Registrant
(1)
4.2
Bylaws of
    the Registrant
(2)
4.3
Form of
    Certificate of Common Stock of the Registrant
(1)
5
Opinion of
    Breyer & Associates PC
23.1
Consent of
    Moss Adams LLP
23.2
Consent of
    Breyer & Associates PC (contained in its opinion filed as Exhibit 5)
24
Power of
    attorney (contained in the signature page of the Registration Statement)
99
Alaska
    Pacific Bancshares, Inc. 2003 Stock Option Plan
____________
(1)
Incorporated by reference to the Registrant's
  Registration Statement on Form SB-2 (333-74827), filed with the Commission on
  March 22, 1999.
(2)
Incorporated by reference to the Registrant's Registration
  Statement on Form SB-2 (333-74827), filed with the Commission on March 22,
  1999, except for amended Article III, Section 2, which is incorporated by
  reference to the Registrant's Quarterly Report on Form 10-QSB for the quarter
  ended March 31, 2003.
Item 9
.     Undertakings
(a)      The undersigned Registrant hereby undertakes:
1.     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
II-2
<PAGE>
reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or 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;
and (iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change in such information in the Registration Statement; provided,
however, that clauses (i) and (ii) do not apply if the information required to
be included in a post-effective amendment by those clauses is contained in
periodic reports filed 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
Registration Statement.
2.     That, for the purposes of determining any liability under
the Securities Act of 1933, each such post-effective amendment 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 the initial
bona fide offering thereof.
3.     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.
(b)     The undersigned Registrant hereby undertakes that, for
the 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 Section
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 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.
(c)     Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officer and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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 Juneau, State of Alaska, on the 14th day of
November, 2007.
ALASKA PACIFIC BANCSHARES, INC.
By:
/s/Craig E. Dahl
Craig E. Dahl
President, Chief Executive Officer
                          and Director
(Duly Authorized Representative)
POWER OF ATTORNEY
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. Each person whose signature appears below hereby makes,
constitutes and appoints Craig E. Dahl his true and lawful attorney, with full
power to sign for such person and in such person's name and capacity indicated
below, and with full power of substitution any and all amendments to this
Registration Statement, hereby ratifying and confirming such person's signature
as it may be signed by said attorney to any and all amendments.
Signature
Title
Date
/s/Craig E. Dahl
President,
    Chief Executive Officer and Director
October 31, 2007
Craig E. Dahl
(Principal Executive Officer)
/s/Roger Grummett
Chairman
    of the Board
November 1, 2007
Roger Grummett
/s/Julie M. Pierce
Senior
    Vice President and Chief Financial Officer
October 31, 2007
Julie M. Pierce
(Principal
    Financial and Accounting Officer)
/s/William J. Schmitz
Director
November 1, 2007
William J. Schmitz
/s/Scott C. Milner
Director
October
31, 2007
Scott C. Milner
Director
_________
    __, 2007
Robert E. Allen, Jr.
/s/Deborah R. Marshall
Director
November
1, 2007
Deborah R. Marshall
/s/Hugh N. Grant
Director
November
5, 2007
Hugh N. Grant
Director
_________
    __, 2007
D. Eric McDowell
/s/BethAnn Boudah Chapman
Director
November
5, 2007
BethAnn Boudah Chapman
II-4
<PAGE>
ALASKA PACIFIC BANCSHARES, INC.
EXHIBIT INDEX
Exhibit
Number
Description of Document
5
Opinion of
    Breyer & Associates PC
23.1
Consent of
    Moss Adams LLP
99
Alaska
    Pacific Bancshares, Inc. 2003 Stock Option Plan
<PAGE>
Exhibit 5
Opinion of Breyer & Associates PC
<PAGE>
[Letterhead of Breyer & Associates PC]
November 15, 2007
Board of Directors
Alaska Pacific Bancshares, Inc.
2094 Jordan Avenue
Juneau, Alaska 99801
Ladies and Gentlemen:
We have acted as special counsel to Alaska Pacific Bancshares, Inc., an
Alaska corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission ("Registration Statement") under the Securities Act of 1933, as
amended, relating to shares of common stock, par value $0.01 per share (the
"Common Stock") of the Company which may be issued pursuant to the terms of the
Alaska Pacific Bancshares, Inc. 2003 Stock Option Plan (the "Plan") pursuant to
the grant or exercise of stock options ("Options") or stock appreciation rights
("Rights"), all as more fully described in the Registration Statement. The
Registration Statement also registers an indeterminate number of additional
shares which may be necessary to adjust the number of shares registered thereby
for issuance as the result of a stock split, stock dividend or similar
adjustment of the number of issued and outstanding shares of Common Stock. You
have requested the opinion of this firm with respect to certain legal aspects of
the proposed offering.
We have reviewed the Registration Statement, the Articles of Incorporation
and Bylaws of the Company, the Plan, a specimen stock certificate evidencing the
Common Stock and such other documents and records as we have deemed necessary
for purposes of this opinion. We are relying upon the originals, or copies
certified or otherwise identified to our satisfaction, of the corporate records
of the Company and such other instruments, certificates and representations of
public officials, officers and representatives of the Company as we have deemed
applicable or relevant as a basis for the opinions set forth below. In addition,
we have assumed, without independent verification, the genuineness of all
signatures and the authenticity of all documents furnished to us and the
conformance in all respects of copies to originals. Furthermore, we have made
such factual inquiries and reviewed such laws as we determined to be relevant
for the purposes of this opinion.
For purposes of this opinion, we have also assumed that (i) the shares of
Common Stock issuable pursuant to the exercise of Options and Rights will
continue to be validly authorized on the dates the Common Stock is issued
pursuant to the exercise of the Options, (ii) on the dates the Options and
Rights are exercised, the Options and Rights will constitute valid, legal and
binding obligations of the Company and will be enforceable as to the Company in
accordance with their terms (subject to applicable bankruptcy, moratorium,
insolvency, reorganization and other laws and legal principles affecting the
enforceability of creditors' rights generally), (iii) no change occurs in
applicable law or the pertinent facts, (iv) the Options and Rights are exercised
in accordance with the terms of the Plan and any separate agreement evidencing
the grant of such Options and Rights pursuant to the Plan and the exercise price
due therefor, if any, is paid in accordance with the terms thereof and (v) the
provisions of "blue sky" and other securities laws as may be applicable have
been complied with to the extent required.
Based on the foregoing, and subject to the assumptions set forth herein, we
are of the opinion as of the date hereof that the shares of Common Stock to be
issued pursuant to the Plan, upon receipt by the Company of any consideration
required thereby, as applicable, will be legally issued, fully paid and
non-assessable shares of Common Stock.
<PAGE>
Board of Directors
Alaska Pacific Bancshares, Inc.
November 15, 2007
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8.
Sincerely,
/s/Breyer & Associates PC
BREYER & ASSOCIATES PC
<PAGE>
Exhibit 23.1
Consent of Moss Adams LLP
<PAGE>
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
Alaska Pacific Bancshares, Inc.
We hereby consent to incorporation by reference in the Registration Statement on
Form S-8 of Alaska Pacific Bancshares, Inc., relating to the Alaska Pacific
Bancshares, Inc. 2003 Stock Option Plan, of our report dated March 27, 2007,
with respect to the consolidated balance sheets of Alaska Pacific Bancshares,
Inc. and subsidiary as of December 31, 2006 and 2005, and the related
consolidated statements of income, changes in shareholders' equity, and cash
flows for the years then ended, which appear in the December 31, 2006 Annual
Report on Form 10-KSB of Alaska Pacific Bancshares, Inc.
/s/ Moss Adams LLP
Spokane, Washington
November 15, 2007
<PAGE>
Exhibit 99
2003 Stock Option Plan
<PAGE>
ALASKA PACIFIC BANCSHARES, INC.
2003 STOCK OPTION PLAN
1.
Plan Purpose
. The purpose of the Plan is to promote the long-term
interests of the Corporation and its stockholders by providing a means for
attracting and retaining directors, emeritus directors and employees of the
Corporation and its Affiliates with an equity interest in the Corporation. The
Plan will assist the Corporation in attracting and retaining the highest quality
of experienced persons as directors, officers and employees and in aligning the
interests of such persons more closely with the interest of the Corporation's
stockholders by encouraging such parties to maintain an equity interest in the
Corporation.
2.
Definitions
. The following definitions are applicable to the Plan:
"Affiliate" -- means any "parent corporation" or "subsidiary corporation" of
the Corporation, as such terms are defined in Section 424(e) and (f),
respectively, of the Code.
"Award" -- means the grant by the Committee of an Incentive Stock Option, a
Non-Qualified Stock Option, a Right, or any combination thereof, as provided in
the Plan.
"Award Agreement" -- means the agreement evidencing the grant of an Award
made under the Plan.
"Board" -- means the board of directors of the Corporation.
"Cause" -- means Termination of Service by reason of personal dishonesty,
incompetence, willful misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties or gross negligence.
"Code" -- means the Internal Revenue Code of 1986, as amended.
"Committee" -- means the Committee referred to in Section 3 hereof.
"Corporation" -- means Alaska Pacific Bancshares, Inc., an Alaska
corporation, and any successor thereto.
"Incentive Stock Option" -- means an option to purchase Shares granted by the
Committee which is intended to qualify as an incentive stock option under
Section 422(b) of the Code. Unless otherwise set forth in the Award Agreement,
any Option which does not qualify as an Incentive Stock Option for any reason
shall be deemed
ab initio
to be a Non-Qualified Stock Option.
"Market Value" -- means the average of the high and low quoted sales price on
the date in question (or, if there is no reported sale on such date, on the last
preceding date on which any reported sale occurred) of a Share on the Composite
Tape for New York Stock Exchange-Listed Stocks, or, if on such date the Shares
are not quoted on the Composite Tape, on the New York Stock Exchange, or if the
Shares are not listed or admitted to trading on such Exchange, on the principal
United States securities exchange registered under the Securities Exchange Act
of 1934 (the "Exchange Act") on which the Shares are listed or admitted to
trading, or, if the Shares are not listed or admitted to trading on any such
exchange, the mean between the closing high bid and low asked quotations with
respect to a Share on such date on the Nasdaq Stock Market, or any similar
system then in use, or, if no such quotations are available, the fair market
value on such date of a Share as the Committee shall determine.
"Non-Qualified Stock Option" -- means an option to purchase Shares granted by
the Committee which does not qualify, for any reason, as an Incentive Stock
Option.
"Option" -- means an Incentive Stock Option or a Non-Qualified Stock Option.
1
<PAGE>
"Participant" -- means any director, emeritus director or employee of the
Corporation or any Affiliate who is selected by the Committee to receive an
Award.
"Plan" -- means this Alaska Pacific Bancshares, Inc. 2003 Stock Option Plan.
"Related" -- means (i) in the case of a Right, a Right which is granted in
connection with, and to the extent exercisable, in whole or in part, in lieu of,
an Option or another Right and (ii) in the case of an Option, an Option with
respect to which and to the extent a Right is exercisable, in whole or in part,
in lieu thereof.
"Right" -- means a stock appreciation right with respect to Shares granted by
the Committee pursuant to the Plan.
"Shares" -- means the shares of common stock of the Corporation.
"Termination of Service" -- means cessation of service, for any reason,
whether voluntary or involuntary, so that the affected individual is not either
(i) an employee of the Corporation or any Affiliate for purposes of an Incentive
Stock Option, or (ii) a director, emeritus director or employee of the
Corporation or any Affiliate for purposes of any other Award.
3.
Administration
. The Plan shall be administered by a Committee
consisting of two or more members of the Board, each of whom (i) shall be an
"outside director," as defined under Section 162(m) of the Code and the Treasury
regulations thereunder, and (ii) shall be a "non-employee director," as defined
under Rule 16(b) of the Securities Exchange Act of 1934 or any similar or
successor provision. The members of the Committee shall be appointed by the
Board. Except as limited by the express provisions of the Plan or by resolutions
adopted by the Board, the Committee shall have sole and complete authority and
discretion to (i) select Participants and grant Awards; (ii) determine the
number of Shares to be subject to types of Awards generally, as well as to
individual Awards granted under the Plan; (iii) determine the terms and
conditions upon which Awards shall be granted under the Plan; (iv) prescribe the
form and terms of Award Agreements; (v) establish from time to time regulations
for the administration of the Plan; and (vi) interpret the Plan and make all
determinations deemed necessary or advisable for the administration of the Plan.
A majority of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present, or
acts approved in writing by a majority of the Committee without a meeting, shall
be acts of the Committee.
4.
Shares Subject to Plan
.
(a) Subject to adjustment by the operation of Section 6, the maximum number
of Shares with respect to which Awards may be made under the Plan is 32,000 plus
(i) the number of Shares repurchased by the Corporation in the open market or
otherwise with an aggregate price no greater than the cash proceeds received by
the Corporation from the exercise of Options granted under the Plan; plus (ii)
any Shares surrendered to the Corporation in payment of the exercise price of
Options granted under the Plan. The Shares with respect to which Awards may be
made under the Plan may be either authorized and unissued Shares or previously
issued Shares reacquired and held as treasury Shares. Shares which are subject
to Related Rights and Related Options shall be counted only once in determining
whether the maximum number of Shares with respect to which Awards may be granted
under the Plan has been exceeded. An Award shall not be considered to have been
made under the Plan with respect to any Option or Right which terminates, and
new Awards may be granted under the Plan with respect to the number of Shares as
to which such termination has occurred.
(b) During any calendar year, no Participant may be granted Awards under the
Plan with respect to more than 20,000 Shares, subject to adjustment as provided
in Section 6.
5.
Awards
.
(a)
Options.
The Committee is hereby authorized to grant Options to Participants with the
following terms and conditions and with such additional terms and conditions not
inconsistent with the provisions of the Plan and the
2
<PAGE>
requirements of applicable law as the Committee shall determine, including
the granting of Options in tandem with other Awards under the Plan:
(i)
Exercise Price.
The exercise price per Share for an Option shall
be determined by the Committee;
provided, however,
that such exercise
price shall not be less than 100% of the Market Value of a Share on the date of
grant of such Option.
(ii)
Option Term.
The term of each Option shall be fixed by the
Committee, but shall be no greater than 10 years in the case of an Incentive
Stock Option or 15 years in the case of a Non-Qualified Stock Option.
(iii)
Time and Method of Exercise.
The Committee shall determine the
time or times at which an Option may be exercised in whole or in part and the
method or methods by which, and the form or forms (including, without
limitation, cash, Shares, other Awards or any combination thereof, having a fair
market value on the exercise date equal to the relevant exercise price) in
which, payment of the exercise price with respect thereto may be made or deemed
to have been made.
(iv)
Incentive Stock Options.
Incentive Stock Options may be granted
by the Committee only to employees of the Corporation or its Affiliates.
(v)
Termination of Service.
Unless otherwise determined by the
Committee and set forth in the Award Agreement evidencing the grant of the
Option, upon Termination of Service of the Participant for any reason other than
for Cause, all Options then currently exercisable shall remain exercisable for
the lesser of (A) two years following such Termination of Service or (B) until
the expiration of the Option by its terms. Upon Termination of Service for
Cause, all Options not previously exercised shall immediately be forfeited.
(b)
Rights.
A Right shall, upon its exercise, entitle the Participant
to whom such Right was granted to receive a number of Shares or cash or
combination thereof, as the Committee in its discretion shall determine, the
aggregate value of which (i.e., the sum of the amount of cash and/or Market
Value of such Shares on date of exercise) shall equal (as nearly as possible, it
being understood that the Corporation shall not issue any fractional Shares) the
amount by which the Market Value per Share on the date of such exercise shall
exceed the exercise price of such Right, multiplied by the number of Shares with
respect to which such Right shall have been exercised. A Right may be Related to
an Option or may be granted independently of any Option as the Committee shall
from time to time in each case determine. In the case of a Related Option, such
Related Option shall cease to be exercisable to the extent of the Shares with
respect to which the Related Right was exercised. Upon the exercise or
termination of a Related Option, any Related Right shall terminate to the extent
of the Shares with respect to which the Related Option was exercised or
terminated.
6.
Adjustments Upon Changes in Capitalization
. In the event of any
change in the outstanding Shares subsequent to the effective date of the Plan by
reason of any reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Corporation, the maximum aggregate number
and class of shares and exercise price of the Award, if any, as to which Awards
may be granted under the Plan and the number and class of shares and exercise
price of the Award, if any, with respect to which Awards have been granted under
the Plan shall be appropriately adjusted by the Committee, whose determination
shall be conclusive. Except as otherwise provided herein, any Award which is
adjusted as a result of this Section 6 shall be subject to the same terms and
conditions as the original Award.
7.
Effect of Merger on Options or Rights
.
In the case of any merger, consolidation or combination of the Corporation
(other than a merger, consolidation or combination in which the Corporation is
the continuing corporation and which does not result in the outstanding Shares
being converted into or exchanged for different securities, cash or other
property, or any combination thereof), any Participant to whom an Option or
Right has been granted shall have the additional right (subject to the
provisions of the Plan and any limitation applicable to such Option or Right),
thereafter and during the term of each such Option or Right, to receive upon
exercise of any such Option or Right an amount equal to the excess of the fair
market value on the date of such exercise of the securities, cash or other
property, or combination thereof, receivable upon such merger, consolidation or
combination in respect of a Share over the exercise price of such
3
<PAGE>
Right or Option, multiplied by the number of Shares with respect to which
such Option or Right shall have been exercised. Such amount may be payable fully
in cash, fully in one or more of the kind or kinds of property payable in such
merger, consolidation or combination, or partly in cash and partly in one or
more of such kind or kinds of property, all in the discretion of the Committee.
8.
Effect of Change in Control
. Each of the events specified in the
following clauses (i) through (iii) of this Section 8 shall be deemed a "change
in control": (i) any third person, including a "group" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, shall become the beneficial
owner of shares of the Corporation with respect to which 25% or more of the
total number of votes for the election of the Board may be cast, (ii) as a
result of, or in connection with, any cash tender offer, merger or other
business combination, sale of assets or contested election, or combination of
the foregoing, the persons who were directors of the Corporation shall cease to
constitute a majority of the Board, or (iii) the stockholders of the Corporation
shall approve an agreement providing either for a transaction in which the
Corporation will cease to be an independent publicly-owned corporation or for a
sale or other disposition of all or substantially all the assets of the
Corporation. If a tender offer or exchange offer for Shares (other than such an
offer by the Corporation) is commenced, or if a change in control shall occur,
unless the Committee shall have otherwise provided in the Award Agreement, all
Options and Rights granted and not fully exercisable shall become exercisable in
full upon the happening of such event; provided, however, that no Option or
Right which has previously been exercised or otherwise terminated shall become
exercisable.
9.
Assignments and Transfers
. No Incentive Stock Option granted under
the Plan shall be transferable other than by will or the laws of descent and
distribution. Any other Award shall be transferable by will, the laws of descent
and distribution, a "domestic relations order," as defined in Section
414(p)(1)(B) of the Code, or a gift to any member of the Participant's immediate
family or to a trust for the benefit of one or more of such immediate family
members. During the lifetime of an Award recipient, an Award shall be
exercisable only by the Award recipient unless it has been transferred as
permitted hereby, in which case it shall be exercisable only by such transferee.
For the purpose of this Section 9, a Participant's "immediate family" shall mean
the Participant's spouse, children and grandchildren.
10.
Employee Rights Under the Plan
. No person shall have a right to be
selected as a Participant nor, having been so selected, to be selected again as
a Participant, and no employee or other person shall have any claim or right to
be granted an Award under the Plan or under any other incentive or similar plan
of the Corporation or any Affiliate. Neither the Plan nor any action taken
thereunder shall be construed as giving any employee any right to be retained in
the employ of the Corporation or any Affiliate.
11.
Delivery and Registration of Stock
. The Corporation's obligation
to deliver Shares with respect to an Award shall, if the Committee so requests,
be conditioned upon the receipt of a representation as to the investment
intention of the Participant to whom such Shares are to be delivered, in such
form as the Committee shall determine to be necessary or advisable to comply
with the provisions of the Securities Act of 1933 or any other federal, state or
local securities legislation. It may be provided that any representation
requirement shall become inoperative upon a registration of the Shares or other
action eliminating the necessity of such representation under such Securities
Act or other securities legislation. The Corporation shall not be required to
deliver any Shares under the Plan prior to (i) the admission of such Shares to
listing on any stock exchange on which Shares may then be listed and (ii) the
completion of such registration or other qualification of such Shares under any
state or federal law, rule or regulation, as the Committee shall determine to be
necessary or advisable.
12.
Withholding Tax
. The Corporation shall have the right to deduct
from all amounts paid in cash with respect to the exercise of a Right under the
Plan any taxes required by law to be withheld with respect to such cash
payments. Where a Participant or other person is entitled to receive Shares
pursuant to the exercise of an Option or Right pursuant to the Plan, the
Corporation shall have the right to require the Participant or such other person
to pay the Corporation the amount of any taxes which the Corporation is required
to withhold with respect to such Shares, or, in lieu thereof, to retain, or sell
without notice, a number of such Shares sufficient to cover the amount required
to be withheld. All withholding decisions pursuant to this Section 12 shall be
at the sole discretion of the Committee or the Corporation.
4
<PAGE>
13.
Amendment or Termination
.
(a) The Board may amend, alter, suspend, discontinue, or terminate the Plan
without the consent of shareholders or Participants, except that any such action
will be subject to the approval of the Corporation's shareholders if, when and
to the extent such shareholder approval is necessary or required for purposes of
any applicable federal or state law or regulation or the rules of any stock
exchange or automated quotation system on which the Shares may then be listed or
quoted, or if the Board, in its discretion, determines to seek such shareholder
approval.
(b) The Committee may waive any conditions of or rights of the Corporation or
modify or amend the terms of any outstanding Award. The Committee may not,
however, amend, alter, suspend, discontinue or terminate any outstanding Award
without the consent of the Participant or holder thereof, except as otherwise
provided herein.
14.
Effective Date and Term of Plan
. The Plan shall be effective upon
the later of its adoption by the Board or its approval by the shareholders of
the Corporation. The Plan shall continue in effect for a term of ten years
thereafter unless sooner terminated under Section 13 hereof.
* * * * *
5
<PAGE>
ALASKA PACIFIC BANCSHARES, INC.
2003 STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT
ISO NO. _____
This Option is granted on ___________, _____ (the "Grant Date"), by Alaska
Pacific Bancshares, Inc., an Alaksa corporation ("Corporation"), to
_______________ (the "Optionee"), in accordance with the following terms and
conditions:
1.
Option Grant and Exercise Period
. The Corporation hereby grants to
the Optionee an Incentive Stock Option ("Option") to purchase, pursuant to the
Alaska Pacific Bancshares, Inc. 2003 Stock Option Plan, as the same may be
amended from time to time (the "Plan"), and upon the terms and conditions
therein and hereinafter set forth, an aggregate of ________ shares (the "Option
Shares") of the common stock of the Corporation ("Share" or "Shares") at the
price of $______ per Share (the "Exercise Price"). A copy of the Plan, as
currently in effect, is incorporated herein by reference and is attached to this
Award Agreement.
This Option shall be exercisable only during the period (the "Exercise
Period") commencing on the dates set forth in Section 2 below, and ending at
5:00 p.m., Juneau, Alaska time, on the date ten years after the Grant Date, such
later time and date being hereinafter referred to as the "Expiration Date,"
subject to earlier expiration in accordance with Section 5 in the event of a
Termination of Service. The aggregate Market Value (as determined on the Grant
Date) of the Option Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee in any calendar year shall not
exceed One Hundred Thousand Dollars ($100,000.00). To the extent that this
Option does not qualify as an Incentive Stock Option for any reason, it shall be
deemed
ab initio
to be a Non-Qualified Stock Option.
2.
Method of Exercise of This Option
. This Option may be exercised
during the Exercise Period, with respect to not more than the cumulative number
of the Option Shares set forth below on or after the dates indicated, by giving
written notice to the Corporation as hereinafter provided specifying the number
of the Option Shares to be purchased.
Cumulative Number of
Option Shares Exercisable
Date
The notice of exercise of this Option shall be in the form prescribed by the
Committee referred to in Section 3 of the Plan and directed to the address set
forth in Section 12 below. The date of exercise is the date on which such notice
is received by the Corporation. Such notice shall be accompanied by payment in
full of the Exercise Price for the Option Shares to be purchased upon such
exercise. Payment shall be made (i) in cash, which may be in the form of a
check, money order, cashier's check or certified check, payable to the
Corporation, or (ii) by delivering Shares already owned by the Optionee having a
Market Value equal to the Exercise Price, or (iii) a combination of cash and
such Shares. Promptly after such payment, subject to Section 3 below, the
Corporation shall issue and deliver to the Optionee or other person exercising
this Option a certificate or certificates representing the Option Shares so
purchased, registered in the name of the Optionee (or such other person), or,
upon request, in the name of the Optionee (or such other person) and in the name
of another in such form of joint ownership as requested by the Optionee (or such
other person) pursuant to applicable state law.
3.
Delivery and Registration of the Option Shares
. The Corporation's
obligation to de liver the Option Shares hereunder shall, if the Committee so
requests, be conditioned upon the Optionee's compliance with the terms and
provisions of Section 12 of the Plan.
ISO-1
<PAGE>
4.
Nontransferability of This Option
. This Option may not be assigned,
encumbered, transferred, pledged or hypothecated except, in the event of the
death of the Optionee, by will or the applicable laws of descent and
distribution to the extent provided in Section 5 below. This Option is
exercisable during the Optionee's lifetime only by the Optionee or a person
acting with the legal authority of the Optionee. The provisions of this Option
shall be binding upon, inure to the benefit of and be enforceable by the parties
hereto, the successors and assigns of the Corporation and any person acting with
the legal authority of the Optionee or to whom this Option is transferred by
will or by the laws of descent and distribution.
5.
Termination of Service or Death of the Optionee
. Except as provided
in this Section 5 and Section 9 below, and notwithstanding any other provision
of this Option to the contrary, this Option shall be exercisable only if the
Optionee has not incurred a Termination of Service at the time of such exercise.
If the Optionee incurs a Termination of Service for any reason excluding
death, Disability and Termination of Service for Cause, then the Optionee may,
but only within the period of three months immediately succeeding such
Termination of Service and in no event after the Expiration Date, exercise this
Option to the extent the Optionee was entitled to exercise this Option on the
date of Termination of Service. If the Optionee incurs a Termination of Service
for Cause, all rights under this Option shall expire immediately upon the giving
to the Optionee of notice of such termination, except as provided in Section 9
below.
In the event of the death or Disability of the Optionee prior to the
Optionee's Termination of Service or within three months thereafter, the person
or persons to whom the Option has been transferred by will or by the laws of
descent and distribution may, but only to the extent the Optionee was entitled
to exercise this Option on the date of the Optionee's death or Disability,
exercise this Option at any time within one year following the death or
Disability of the Optionee, but in no event after the Expiration Date.
Following the death of the Optionee, the Committee may, in its sole
discretion, as an alternative means of settlement of this Option, elect to pay
to the person to whom this Option is transferred by will or by the laws of
descent and distribution, the amount by which the Market Value per Share on the
date of exercise of this Option shall exceed the Exercise Price for each of the
Option Shares, multiplied by the number of the Option Shares with respect to
which this Option is properly exercised. Any such settlement of this Option
shall be considered an exercise of this Option for all purposes of this Option
and of the Plan.
6.
Notice of Sale
. The Optionee or any person to whom the Option
Shares shall have been transferred shall promptly give notice to the Corporation
in the event of the sale or other disposition of the Option Shares within the
later of (i) two years from the Grant Date or (ii) one year from the date of
exercise of this Option. Such notice shall specify the number of the Option
Shares sold or otherwise disposed of and be directed to the address set forth in
Section 12 below.
7.
Adjustments for Changes in Capitalization of the Corporation
. In
the event of any change in the outstanding Shares by reason of any
recapitalization, stock split, reverse stock split, stock dividend,
reorganization, consolidation, combination or exchange of shares, merger, or any
other change in the corporate structure of the Corporation or in the Shares, the
number and class of the Option Shares covered by this Option and the Exercise
Price shall be appropriately adjusted by the Committee, whose determination
shall be conclusive.
8.
Effect of Merger or Other Reorganization
. In the event of any
merger, consolidation or combination of the Corporation with or into another
corporation (other than a merger, consolidation or combination in which the
Corporation is the continuing corporation and which does not result in the
outstanding Shares being converted into or exchanged for different securities,
cash or other property, or any combination thereof), the Optionee shall have the
right (subject to the provisions of the Plan and the limitations contained
herein), thereafter and during the Exercise Period, to receive upon exercise of
this Option an amount equal to the excess of the Market Value on the date of
such exercise of the securities, cash or other property, or combination thereof,
receivable upon such merger, consolidation or combination in respect of a Share
over the Exercise Price, multiplied by the number of the Option Shares with
respect to which this Option shall have been exercised. Such amount may be
payable fully in cash, fully in one or more of the kind or kinds of property
payable in such merger, consolidation or combination, or partly in cash and
partly in one or more of
ISO-2
<PAGE>
such kind or kinds of property, all in the discretion of the Committee. The
exercise of the right provided herein shall result in that portion of this
Option so exercised being disqualified as an incentive stock option for tax
purposes and being deemed a non-qualified stock option for tax purposes.
9.
Effect of Change in Control
. If a tender offer or exchange offer
for Shares (other than such an offer by the Corporation) is commenced, or if a
change in control as defined in the Plan shall occur, all Options theretofore
granted and not fully exercisable shall become exercisable in full upon the
happening of such event.
10.
Shareholder Rights Not Granted by This Option
. The Optionee is not
entitled by virtue hereof to any rights of a shareholder of the Corporation or
to notice of meetings of shareholders or to notice of any other proceedings of
the Corporation.
11.
Withholding Tax
. Where the Optionee or another person is entitled
to receive the Option Shares pursuant to the exercise of this Option, the
Corporation shall have the right to require the Optionee or such other person to
pay to the Corporation the amount of any taxes which the Corporation or any of
its Affiliates is required to withhold with respect to the Option Shares, or in
lieu thereof, to retain, or sell without notice, a sufficient number of the
Option Shares to cover the amount required to be withheld, or, in lieu of any of
the foregoing, to withhold a sufficient sum from the Optionee's compensation
payable by the Corporation to satisfy the Corporation's tax withholding
requirements.
12.
Notices
. All notices hereunder to the Corporation shall be
delivered or mailed to it addressed to the Secretary of Alaska Pacific
Bancshares, Inc., 2094 Jordan Avenue, Juneau, Alaska 99801. Any notices
hereunder to the Optionee shall be delivered personally or mailed to the
Optionee's address noted below. Such addresses for the service of notices may be
changed at any time provided written notice of the change is furnished in
advance to the Corporation or to the Optionee, as the case may be.
13.
Plan and Plan Interpretations as Controlling
. This Option and the
terms and condi-tions herein set forth are subject in all respects to the terms
and conditions of the Plan, which are controlling. Capitalized terms used herein
which are not defined in this Award Agreement shall have the meaning ascribed to
such terms in the Plan. All determinations and interpretations made in the
discretion of the Committee shall be final and conclusive upon the Optionee or
his legal representatives with regard to any question arising hereunder or under
the Plan.
14.
Optionee Service
. Nothing in this Option shall limit the right of
the Corporation or any of its Affiliates to terminate the Optionee's service as
an employee, or otherwise impose upon the Corporation or any of its Affiliates
any obligation to employ or accept the services of the Optionee.
15.
Amendment
. The Committee may waive any conditions of or rights of
the Corporation or modify or amend the terms of this Award Agreement; provided,
however, that the Committee may not amend, alter, suspend, discontinue or
terminate any provision hereof which may adversely affect the Optionee without
the Optionee's (or his legal representative's) written consent.
16.
Optionee Acceptance
. The Optionee shall signify his acceptance of
the terms and conditions of this Option by signing in the space provided below
and returning a signed copy hereof to the Corporation at the address set forth
in Section 12 above.
ISO-3
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be
executed as of the date first above written.
ALASKA PACIFIC BANCSHARES, INC.
By: ________________________________
Its: ________________________________
ACCEPTED:
______________________________________
(Signature)
______________________________________
(Street Address)
______________________________________
(City, State and Zip Code)
ISO-4
<PAGE>
ALASKA PACIFIC BANCSHARES, INC.
2003 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
NQSO NO. ___
This Option is granted on ________________, ____ (the "Grant Date"), by
Alaska Pacific Bancshares, Inc., an Alaska corporation ("Corporation"), to
_________________ (the "Optionee"), in accordance with the following terms and
conditions:
1.
Option Grant and Exercise Period
. The Corporation hereby grants to
the Optionee a Non-Qualified Option ("Option") to purchase, pursuant to the
Alaska Pacific Bancshares, Inc. 2003 Stock Option Plan, as the same may be
amended from time to time (the "Plan"), and upon the terms and conditions
therein and hereinafter set forth, an aggregate of _______ shares (the "Option
Shares") of the common stock of the Corporation ("Share" or "Shares") at the
price of $______ per Share (the "Exercise Price"). A copy of the Plan, as
currently in effect, is incorporated herein by reference and is attached to this
Award Agreement.
Except as provided in Sections 7 and 8 below, this Option shall be
exercisable only during the period (the "Exercise Period") commencing on the
dates set forth in Section 2 below, and ending at 5:00 p.m., Juneau, Alaska
time, on the date ten years after the Grant Date, such later time and date being
hereinafter referred to as the "Expiration Date," subject to earlier expiration
in accordance with Section 5 in the event of a Termination of Service.
2.
Method of Exercise of This Option
. This Option may be exercised
during the Exercise Period, with respect to not more than the cumulative number
of the Option Shares set forth below on or after the dates indicated, by giving
written notice to the Corporation as hereinafter provided specifying the number
of the Option Shares to be purchased.
Cumulative Number of
Option Shares Exercisable
Date
The notice of exercise of this Option shall be in the form prescribed by the
Committee referred to in Section 3 of the Plan and directed to the address set
forth in Section 11 below. The date of exercise is the date on which such notice
is received by the Corporation. Such notice shall be accompanied by payment in
full of the Exercise Price for the Option Shares to be purchased upon such
exercise. Payment shall be made (i) in cash, which may be in the form of a
check, money order, cashier's check or certified check, payable to the
Corporation, or (ii) by delivering Shares already owned by the Optionee having a
Market Value equal to the Exercise Price, or (iii) a combination of cash and
such Shares. Promptly after such payment, subject to Section 3 below, the
Corporation shall issue and deliver to the Optionee or other person exercising
this Option a certificate or certificates representing the Option Shares so
purchased, registered in the name of the Optionee (or such other person), or,
upon request, in the name of the Optionee (or such other person) and in the name
of another in such form of joint ownership as requested by the Optionee (or such
other person) pursuant to applicable state law.
3.
Delivery and Registration of the Option Shares
. The Corporation's
obligation to de-liver the Option Shares hereunder shall, if the Committee so
requests, be conditioned upon the Optionee's compliance with the terms and
provisions of Section 12 of the Plan.
4.
Nontransferability of This Option
. This Option may not be assigned,
encumbered, transferred, pledged or hypothecated except, (i) in the event of the
death of the Optionee, by will or the applicable laws of descent and
distribution; (ii) pursuant to a "domestic relations order," as defined in
Section 414(p)(1)(B) of the Code; and (iii) by
NQSO-1
<PAGE>
gift to any member of the Optionee's immediate family or to a trust for the benefit of one or more of such
immediate family members. During the lifetime of the Optionee, this Option shall
be exercisable only by the Optionee or a person acting with the legal authority
of the Optionee unless it has been transferred as permitted hereby, in which
case it shall be exercisable only by such transferee. The provisions of this
Option shall be binding upon, inure to the benefit of and be enforceable by the
parties hereto, the successors and assigns of the Corporation and any person
acting with the legal authority of the Optionee to whom this Option is
transferred in accordance with this Section 4.
5.
Termination of Service or Death or Disability of the Optionee
.
Except as provided in this Section 5 and in Section 8 below, and notwithstanding
any other provision of this Option to the contrary, this Option shall be
exercisable only if the Optionee has not incurred a Termination of Service at
the time of such exercise.
If the Optionee incurs a Termination of Service for any reason excluding
death, Disability and Termination of Service for Cause, then the Optionee may,
but only within the period of one year immediately succeeding such Termination
of Service and in no event after the Expiration Date, exercise this Option to
the extent the Optionee was entitled to exercise this Option on the date of
Termination of Service. If the Optionee incurs a Termination of Service for
Cause, all rights under this Option shall expire immediately upon the giving to
the Optionee of notice of such termination, except as provided in Section 8
below.
In the event of the death or Disability of the Optionee prior to the
Optionee's Termination of Service or within three months thereafter, the
Optionee or person or persons to whom the Option has been transferred pursuant
to Section 4 may, but only to the extent the Optionee was entitled to exercise
this Option on the date of the Optionee's death or Disability, exercise this
Option at any time within two years following the death or Disability of the
Optionee, but in no event after the Expiration Date.
Cause shall mean termination of the employment of the Optionee with either
the Corporation or any Affiliate, as the case may be, because of the Optionee's
dishonesty, incompetence, willful misconduct, breach of a fiduciary duty
involving personal profit, intentional failure to perform stated duties, or
willful violation of any law, rule, or regulation (excluding violations which do
not have a material adverse affect on the Corporation or its Affiliates) or
final cease-and-desist order. No act or failure to act by the Optionee shall be
considered willful unless the Optionee acted or failed to act with an absence of
good faith and without a reasonable belief that his action or failure to act was
in the best interest of the Corporation.
Following the death of the Optionee, the Committee may, in its sole
discretion, as an alternative means of settlement of this Option, elect to pay
to the person to whom this Option is transferred pursuant to Section 4 the
amount by which the Market Value per Share on the date of exercise of this
Option shall exceed the Exercise Price for each of the Option Shares, multiplied
by the number of the Option Shares with respect to which this Option is properly
exercised. Any such settlement of this Option shall be considered an exercise of
this Option for all purposes of this Option and of the Plan.
6.
Adjustments for Changes in Capitalization of the Corporation
. In
the event of any change in the outstanding Shares by reason of any
recapitalization, stock split, reverse stock split, stock dividend,
reorganization, consolidation, combination or exchange of shares, merger, or any
other change in the corporate structure of the Corporation or in the Shares, the
number and class of the Option Shares covered by this Option and the Exercise
Price shall be appropriately adjusted by the Committee, whose determination
shall be conclusive.
7.
Effect of Merger or Other Reorganization
. In the event of any
merger, consolidation or combination of the Corporation with or into another
corporation (other than a merger, consolidation or combination in which the
Corporation is the continuing corporation and which does not result in the
outstanding Shares being converted into or exchanged for different securities,
cash or other property, or any combination thereof), the Optionee shall have the
right (subject to the provisions of the Plan and the limitations contained
herein), thereafter and during the Exercise Period, to receive upon exercise of
this Option an amount equal to the excess of the Market Value on the date of
such exercise of the securities, cash or other property, or combination thereof,
receivable upon such merger, consolidation or combination in respect of a Share
over the Exercise Price, multiplied by the number of the Option Shares with
respect to which this Option shall have been exercised. Such amount may be
payable fully in cash, fully in one or more of the
NQSO-2
<PAGE>
kind or kinds of property payable in such merger,
consolidation or combination, or partly in cash and partly in one or more of
such kind or kinds of property, all in the discretion of the Committee.
8.
Effect of Change in Control
. If a tender offer or exchange offer
for Shares (other than such an offer by the Corporation) is commenced, or if a
change in control as defined in the Plan shall occur, all Options theretofore
granted and not fully exercisable shall become exercisable in full upon the
happening of such event.
9.
Shareholder Rights Not Granted by This Option
. The Optionee is not
entitled by virtue hereof to any rights of a shareholder of the Corporation or
to notice of meetings of shareholders or to notice of any other proceedings of
the Corporation.
10.
Withholding Tax
. Where the Optionee or another person is entitled
to receive the Option Shares pursuant to the exercise of this Option, the
Corporation shall have the right to require the Optionee or such other person to
pay to the Corporation the amount of any taxes which the Corporation or any of
its Affiliates is required to withhold with respect to the Option Shares, or in
lieu thereof, to retain, or sell without notice, a sufficient number of the
Option Shares to cover the amount required to be withheld, or, in lieu of any of
the foregoing, to withhold a sufficient sum from the Optionee's compensation
payable by the Corporation to satisfy the Corporation's tax withholding
requirements.
11.
Notices
. All notices hereunder to the Corporation shall be
delivered or mailed to it addressed to the Secretary of Alaska Pacific
Bancshares, Inc., 2094 Jordan Avenue, Juneau, Alaska 99801. Any notices
hereunder to the Optionee shall be delivered personally or mailed to the
Optionee's address noted below. Such addresses for the service of notices may be
changed at any time provided written notice of the change is furnished in
advance to the Corporation or to the Optionee, as the case may be.
12.
Plan and Plan Interpretations as Controlling
. This Option and the
terms and condi- tions herein set forth are subject in all respects to the terms
and conditions of the Plan, which are controlling. Capitalized terms used herein
which are not defined in this Award Agreement shall have the meaning ascribed to
such terms in the Plan. All determinations and interpretations made in the
discretion of the Committee shall be final and conclusive upon the Optionee or
his legal representatives with regard to any question arising hereunder or under
the Plan.
13.
Optionee Service
. Nothing in this Option shall limit the right of
the Corporation or any of its Affiliates to terminate the Optionee's service as
a director, advisory director, director emeritus or employee, or otherwise
impose upon the Corporation or any of its Affiliates any obligation to employ or
accept the services of the Optionee.
14.
Amendment
. The Committee may waive any conditions of or rights of
the Corporation or modify or amend the terms of this Award Agreement; provided,
however, that the Committee may not amend, alter, suspend, discontinue or
terminate any provision hereof which may adversely affect the Optionee without
the Optionee's (or his legal representative's) written consent.
15.
Optionee Acceptance
. The Optionee shall signify his acceptance of
the terms and conditions of this Option by signing in the space provided below
and returning a signed copy hereof to the Corporation at the address set forth
in Section 11 above.
NQSO-3
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be
executed as of the date first above written.
ALASKA PACIFIC BANCSHARES, INC.
By: ________________________________
Its: ________________________________
ACCEPTED:
______________________________________
(Signature)
______________________________________
(Street Address)
______________________________________
(City, State and Zip Code)
<PAGE>