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
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:
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.
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.
Benefits . (a) For a period of eighteen (18) mo