exv4w22






Exhibit 4.22




AMENDMENT NO. 1 TO RIGHTS AGREEMENT




     This Amendment No. 1 to Rights Agreement (this “Amendment”), dated as of October 28,
2010, is made between United Western Bancorp, Inc., a Colorado corporation (formerly known as
Matrix Bancorp, Inc.) (the “Company”), and Computershare Trust Company, N.A., a federally
chartered trust company, as successor rights agent to Computershare Trust Company, as Rights Agent
(the “Rights Agent”).



Recitals




     A. The Company and the Rights Agent entered into a Rights Agreement dated as of November 4,
2002 (the “Rights Agreement”). Capitalized terms used in this Amendment and not otherwise
defined herein shall have the meaning ascribed to such terms in the Rights Agreement.



     B. The Company and Oak Hill Capital Partners III, L.P., Oak Hill Capital Management Partners
III, L.P., Lovell Minnick Equity Partners III LP, Lovell Minnick Equity Partners III-A LP, Legent
Group, LLC and Henry C. Duques (collectively, the “Investors”), are entering into an
Investment Agreement, dated as of October 28, 2010 (the “Investment Agreement”), with
respect to the purchase of certain Securities (as defined in the Investment Agreement) of the
Company by the Investors.



     C. The Company’s board of directors has approved and declared advisable the sale of the
Securities to the Investors, the Investment Agreement, and the transactions contemplated by the
Investment Agreement, and has declared that it is in the best interests of its shareholders that
the Company enter into the Investment Agreement and consummate the transactions contemplated by the
Investment Agreement on the terms and subject to the conditions set forth in the Investment
Agreement.



     D. The Company’s board of directors has determined that it is in the best interests of the
Company and its shareholders to amend the Final Expiration Date of the Rights Agreement in light of
the transactions contemplated by the Investment Agreement.



     E. Pursuant to Section 27 of the Rights Agreement, for so long as the Rights are redeemable,
the Company may in its sole and absolute discretion, and the Rights Agent shall if the Company so
directs, amend any provision of the Rights Agreement in any respect without the approval of any
holders of the Rights.



     F. The Company’s board of directors has approved this Amendment and has directed the Rights
Agent to join in this Amendment.



Agreement




     NOW, THEREFORE, for and in consideration of the premises and the mutual agreements set forth
in this Amendment, and for other good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:



     1. Amendment to Section 7(a). Clause (i) of Section 7(a) of the Rights Agreement is
hereby amended by replacing the term “the Close of Business on November 5, 2012” with “3:00 p.m.
Mountain Daylight Time on October 28, 2010.“



     2. Effectiveness. Except as expressly amended by this Amendment, the Rights Agreement
shall remain in full force and effect, and all references to the Rights Agreement from and after
such time shall be deemed to be references to the Rights Agreement as amended hereby.



 









 





     3. Certificate. The Company hereby certifies that this amendment is in
compliance with the terms of Section 27 of the Rights Agreement and the Rights Agent deems the
certification requirement set forth therein to be satisfied.



     4. Governing Law. This Amendment shall be deemed to be a contract made under the
laws of the state of Colorado and for all purposes shall be governed by and construed in accordance
with the laws of such state applicable to contracts to be made and performed entirely within such
state.



     5. Counterparts. This Amendment may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.



     6. Severability. The parties intend that this Amendment be enforced and interpreted
as written. If, however, any term, provision, covenant, or restriction of this Amendment is held
by a court of competent jurisdiction or other authority to be invalid, void, or unenforceable, the
remainder of the terms, provisions, covenants, and restrictions of this Amendment shall remain in
full force and effect and shall in no way be affected, impaired, or invalidated.



     7. Descriptive Headings. Descriptive headings of the several sections, subsections,
and provisions of this Amendment are inserted for convenience of reference only and shall not
control or affect the meaning, interpretation, or construction of any of the terms or provisions
hereof.



     8. Exhibits. The definition of “Final Expiration Date” set forth in Exhibits B and C
to the Rights Agreement is hereby amended in a manner consistent with this Amendment.



[Remainder of Page Intentionally Left Blank]






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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
attested, all as of the day and year first above written.



	 	 	 	 	 

	Attest:

	 	UNITED WESTERN BANCORP, INC.	 	 
	 
	 	 	 	 
	By: /s/ Linda A. Selub
 

Name: Linda A. Selub

	 	By: /s/ Michael J. McCloskey
 

Name: Michael J. McCloskey
	 	 
	Title: Secretary

	 	Title: Executive Vice President and Chief Operating Officer	 	 
	 
	 	 	 	 
	Attest:

	 	COMPUTERSHARE TRUST COMPANY, N.A.	 	 
	 
	 	 	 	 
	By: /s/ Theresa Henshaw
 

Name: Theresa Henshaw

	 	By: /s/ Kellie Gwinn
 

Name: Kellie Gwinn
	 	 
	Title: Manager Client Services

	 	Title: Vice President	 	 







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