MATRIX BANCORP, INC.
CHANGE OF CONTROL AGREEMENT
This Change of Control Agreement (the "Agreement") is made and entered into effective as of the 28th day of
October, 2003 by and between MATRIX BANCORP, INC. (the "Company"), a Colorado corporation with its
principal offices in Denver, Colorado, and David W. Kloos (the "Executive").
W I T N E S S E T H:
WHEREAS, the Company wishes to provide certain protections upon a Change of Control (as defined in
Section 1.4) to the Executive under the terms and conditions provided in this Agreement; and
WHEREAS, the Executive and the Company (collectively referred to as "both parties") understand and agree to
the terms and provisions of this Agreement and desire and intend to be bound by such terms and provisions.
NOW, THEREFORE, both parties mutually covenant and agree as follows:
ARTICLE 1. DEFINITIONS
1.1. "Average Annual Compensation" shall mean the average annual compensation reported in Box 1 on Internal
Revenue Service Form W-2 (or its equivalent) for the two preceding calendar years, but excluding amounts
realized from the transfer or exercise of non-qualified stock options and amounts realized from any disqualifying
dispositions of incentive stock options.
1.2 "Board" shall mean the Board of Directors of the Company.
1.3. "Cause" when used herein concerning the termination of Executive's employment by the Company, shall
(a) conviction of, or a plea of nolo contendere by, Executive to a felony or to fraud, embezzlement or
misappropriation of funds;
(b) the commission of a fraudulent act or omission, breach of trust or fiduciary duty, or insider abuse with regard
to the Company or the Company's subsidiary bank Matrix Capital Bank ("Bank"), that has had a material
adverse effect on the Bank or the Company;
(c) substantial and direct responsibility for the insolvency of, the appointment of a conservator or receiver for, or
the troubled condition, as defined by applicable regulations of the appropriate federal ban