SEVERANCE, SEPARATION AND RELEASE AGREEMENT

This Severance, Separation and Release Agreement (“Agreement”) is entered into as of this 4 ^th day of November, 2005, between Matrix Bancorp, Inc. (the ‘Company”), and David Frank (the “Director”).

WHEREAS , as of the date hereof, the Company has commenced a private placement offering of its common stock (the “Offering”), the proceeds of which are to be used to fund an issuer tender offer, in which certain members of the Company’s current senior management have agreed to tender all of their shares of common stock and resign from both their management positions and their positions as members of the board of directors of the Company and its subsidiaries upon completion of the Offering;

WHEREAS, the Company’s Board of Directors and Director have agreed and desire to memorialize that, in consideration for Director agreeing to resign from the Board of Directors of the Company as of the closing of the Offering, Director shall receive a payment from the Company shortly after the closing of the Offering;

NOW, THEREFORE , in consideration of the mutual promises and the terms and conditions set forth below and other obligations under this Agreement, the Company and the Director (collectively referred to as the “‘Parties”) hereby agree as follows:

1.   Effectiveness of Agreement . This Agreement is effective as of the date first set forth above; provided, however, to the extent the Offering is not consummated, this Agreement shall be null and void and of no further effect.

2.   Payment to Director . In consideration for Director’s resignation from the Board of Directors of the Company as of the closing of the Offering (the “Resignation Date”), the Company agrees to provide Director with a payment of seventy five thousand dollars ($75,000) one month after the closing of the Offering by wire transfer based upon instructions given by Director to the Company.

3.   Benefits . (a) For a period of eighteen (18) months from the Resignation Date, the Director shall have the right to continue coverage under the Company’s medical and dental insurance programs as provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and the Company shall reimburse such amount of the expense as it pays generally for its employees.

(b)   Except as set forth in this Section 3 and as required by applicable law, the Director shall not be entitled to participate in any benefit plans or programs provided by the Company or its subsidiaries following the Resignation Date.

4.   No Other Payments Due . Except as provided in Section 2 and Section 3 hereof, the Director shall not be entitled to any payments or other benefits following the Resignation Date. The Director further acknowledges that, subject to the above-referenced exceptions, there is no other compensation arising out of or as a result of his service as a director of the Company.

5.   Release and Indemnification . (a) In consideration of the above, the sufficiency of which the Director hereby acknowledges, the Director, as of the Resignation Date, on behalf of the Director and the Director’s heirs, executors and assigns, agrees to release and forever discharge the Company and each of the Company’s shareholders, parents, affiliates, subsidiaries, divisions, any and all current and former directors, officers, employees, agents, and contractors and their heirs and assigns, and any and all employee pension benefit or welfare benefit plans of the Company, including current and former trustees and administrators of such employee pension benefit and welfare benefit plans (the “Released Parties”), from all claims, charges, or demands, in law or in equity, whether known or unknown, which may have existed or which may now exist from the beginning of time to the date of this Agreement, including, without limitation, any claims the Director may have arising from or relating to the Director’s service as a director of the Company. The release provided for herein includes a release by the Director of any claims in any way related to the Director’s service as a director with, or resignation from, the Company. The Director understands that this is a general waiver and release of all claims, known or unknown, that the Director   may have against the Released Parties based on any act, omission, matter, cause or thing that occurred through the date the Director   signs this Agreement. This release does not release the Company from any obligations due to the Director under this Agreement, or from any rights, claims or coverages to which Director may be entitled in respect of or under any former, current or future insurance policies of the Company and its affiliates.

(b)   In consideration of the above, the sufficiency of which the Company hereby acknowledges, as of the Resignation Date, the Company and its successors and assigns agrees to release and forever discharge the Director and the Director’s heirs, executors and assigns, from all claims, charges, or demands, in law or in equity, whether known or unknown, which may have existed or which may now exist from the beginning of their period of service as a director of the Company to the Resignation Date, except for breaches regarding disclosure of confidential information or for conduct involving theft, fraud or embezzlement.

(c)   It is a condition hereof, and it is the Parties’ intention in the execution of the general release in this Section 5, that the same shall be effective as a bar to each and every claim hereinabove specified.

(d)   From and after the Resignation Date, the Company shall indemnify and hold harmless the Director against any costs or expenses (including reasonable attorney’s fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, arising out of matters existing or occurring at or prior to the Resignation Date, whether asserted or claimed prior to, at or after the Resignation Date, arising in whole or in part out of or pertaining to the fact that he was a director of the Company to the fullest extent which such Director would be entitled under the Amended and Restated Articles of Incorporation   and Bylaws of the Company and Colorado law as in effect on the date hereof.

6.   No Admission . This Agreement is not an admission by either the Company or the Director of any wrongdoing or liability.

7.   No Authority to Bind the Company . As of the Resignation Date, neither the Director, nor any partner, agent or employee of the Director, has authority to enter into any contracts that bind the Company or creates obligations on the part of the Company.

8.   Non-Disparagement . As of the Resignation Date, the Director agrees not to make any oral or written statements or otherwise engage in any act that is intended or may reasonably be expected to harm the reputation, business, prospects or operations of the Company or any of its respective directors or executive officers or any persons related to the foregoing. As of the Resignation Date, the Company further agrees not to, and to use its reasonable best efforts to ensure that its directors and executive officers will not, make any oral or written statements to employees or members of the Board of Directors of the Company or other outside individuals or otherwise engage in any act which is intended or may reasonably be expected to harm the reputation, business or prospects of the Director.

9.   Confidentiality . (a) The Director recognizes and acknowledges that the Company’ and its affiliates’ trade secrets and confidential or proprietary informat