MATRIX BANCORP, INC.
                            EXECUTIVE INCENTIVE PLAN

The Matrix Bancorp, Inc. Executive Incentive Plan (the "Plan") is intended to
reinforce certain objectives which are important to the continued success of
Matrix Bancorp, Inc. and its subsidiaries (on a consolidated basis, the
"Corporation").  These objectives would include, but not be limited to:

|X|Attracting, developing, retaining and rewarding well-qualified executive
   staff.

|X|Providing opportunities to earn financial rewards based on improved
   performance of the Corporation and individual contributions to that
   performance.

|X|Ensuring that total compensation opportunities are competitive and variable
   based upon actual performance compared to predetermined goals.

Plan awards are designed to motivate and reward Participants for achieving and
exceeding specified corporate, individual and/or unit objectives, as
appropriate.

PARTICIPATION

Eligibility will be limited to certain executives employed specifically within
the Corporation as well as certain executives within the subsidiaries of the
Corporation. These executives shall possess broad responsibility and
decision-making authority, and have a major impact on the results of their own
functional areas and on the overall performance of the Corporation. No employee
shall have a right to be selected as a Participant for any year, nor having been
selected as a Participant in the Plan for one year, to be a Participant in any
other year. Participation in the Plan does not constitute a guarantee of
employment for the entire Plan year, or for any specified time period.
Executives selected for participation in the Plan shall be defined as a
Participant.

EFFECTIVE DATES

The Plan shall be effective from January 1 through December 31. The Corporation
reserves the right, however, to adjust, amend or suspend the Plan at its sole
discretion during the Plan year, with the approval of the Compensation Committee
of the Board of Directors of the Corporation.

ANNUAL COMPENSATION COMPONENTS

The total annual earning opportunity for Participants under the terms of the
Plan includes two compensation components:

|X|   Base Salary
|X|   Incentive Compensation
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The Compensation Committee may consider and pay, outside of this Plan, stock
options and other forms of non-cash compensation from time to time to
Participants.

Base Salary

Base salary represents the "fixed" portion of the total compensation opportunity
available to Participants. It is earned for performing duties which contribute
to the long-term success of the Corporation, both within and beyond specified
department or business unit assignments. Some of the duties for which
performance is measured and base salary is earned include:

|X|  Consistently achieving and exceeding objectives.
|X|  The degree to which annual goals have been achieved and the relative
     significance of these achievements to overall results of the Corporation.
|X|  Overall performance in areas of major position responsibilities.
|X|  Performance in unanticipated circumstances or opportunities.
|X|  Subordinate and self-development activities.
|X|  Maximizing opportunities to enable the Corporation to achieve the
     highest possible net profit.
|X|  Exhibiting team supportive behavior, which contributes to the success of
     the entire organization.
|X|  Ensuring that managerial and administrative responsibilities are executed
     accurately and timely.
|X|  The terms of any employment agreement of the Participant.

Additionally, more specific performance standards may be communicated to each
Participant through his or her immediate management.

The primary determinants of base salary are: Marketplace Salary Analysis, Years
of Service, and Performance Evaluation. Base salary adjustments, if any, will be
recommended by the Board of Directors to the Compensation Committee for approval
at the beginning of each calendar year. Base salary adjustments will be included
in the February 15 paycheck and will be retroactive to January 1 in the year to
which the new salary applies.

Incentive Compensation

Incentive compensation represents the "variable" or "at risk" portion of the
total compensation opportunity for Plan Participants. It is considered variable
because it will vary in amount from year to year in direct relation to a
Participant's performance against the established incentive goals. Incentive
compensation can be based upon the Corporation's overall performance,
individual/unit performance, or a weighted combination. The Incentive Award is
based on a percentage of base salary and can vary by position level. The
incentive opportunity for each participating position will be based upon
competitive practices in the industry for positions of comparable responsibility
and decision-making authority. Factors such as title, current salary, scope of
responsibility and impact on the Corporation's financial performance and
strategic plan will be considered in establishing the incentive opportunity.

INCENTIVE AWARD DETERMINATION

Holding Company Objectives
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One or more financial objectives for the Corporation shall be established at the
beginning of each Plan year (the "Holding Company Objectives"). These objectives
are generally quantitative and are established largely on the basis of the
budget and business plan approved by the Board of Directors of the Corporation.
Specific Holding Company Objectives shall be set forth for a Plan year in a Plan
supplement to be adopted by the Board of Directors for that given year.

Individual/Unit Objectives

The determination of the individual/unit segment of the Incentive Award is based
upon performance objectives which are established at the beginning of each year
by the Corporation for certain subsidiaries of the Corporation (the
"Individual/Unit Objectives"). These objectives represent clearly defined and
meaningful accomplishments desired within the framework of the responsibilities
of the Participant and should be measurable and quantifiable. As with the
Holding Company Objectives, the Individual/Unit Objectives shall be set forth
for a Plan year in a Plan supplement to be adopted by the Board of Directors for
that given year.

Position Ranking

The intent of this Plan is to provide Incentive Awards that vary by job level.
As such, a higher incentive potential may be given to the highest ranking
executives, since it is assumed they have the most responsibility for ensuring
that the Corporation achieves its annual objectives. The following ranks or
tiers have been created for the various Participants in this Plan:

Tier I      - Holding Company Principal Officers
Tier II     - Subsidiary Presidents A

        These individuals are viewed as having a significant amount of
control and influence over the
        financial results of their respective subsidiary
Tier III -Subsidiary Presidents B
        These individuals are viewed as having less control and influence
over the financial results of their
        respective subsidiary, as compared to Subsidiary Presidents A.

Incentive Opportunity

In addition to establishing criteria for awarding incentives, the Plan shall
establish both targeted levels of incentives and maximum levels of incentives.
The targeted and maximum levels of Incentive Awards shall be expressed as a
percentage of the Participant's base salary. The Plan contemplates that if the
Holding Company and Individual/Unit Objectives are met, a Participant would be
awarded the targeted level of incentive opportunity. Performance above or below
the established objectives may result in incentive opportunities greater than or
less than the targeted level.

Performance Weighting

Incentive Award determinations for Participants in the Plan shall be
distinguished between those Participants employed specifically within the
Holding Company and those Participants employed within the subsidiaries of the
Holding Company. Holding Company Participants shall be rewarded solely upon the
Holding Company Objectives, while Participants who are executives within the
subsidiaries shall be rewarded based upon a mix of Holding Company and
Individual/Unit Objectives. The greater the control and influence a
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Participant can exert over the financial results of a specific subsidiary, the
larger a portion of the Incentive Award will be based on Individual/Unit
Objectives.

Performance Schedules

Performance schedules for both the Holding Company and Individual/Unit
components of the Plan shall be established to indicate potential awards payable
at various levels of performance: the threshold level, below which no award is
paid, the target objective, and a maximum level which defines the limit of
maximum incentive payout under the Plan. Specific Holding Company and
Individual/Unit performance schedules shall be set forth for a given Plan year
in a Plan supplement to be adopted by the Compensation Committee for that given
year. Performance results shall be calculated after the inclusion of all bonuses
to be paid under this Plan.

Calculation of Incentive Award

The Incentive Award shall be calculated as follows:

Base Salary x Target Incentive % x (Sum of Weighted Corporate Factors  +  Sum
of Weighted Individual/Unit Factors) = Incentive Award

Additional Discretionary Award

In certain cases, the Board of Directors may determine, in its sole discretion,
to award an additional discretionary bonus to a Participant in recognition of a
significant contribution to the success of the Corporation outside of the
performance criteria set forth in the Plan supplement for a given year.

PAYMENT OF AWARDS

All Incentive Awards determined under this Plan will be payable in cash on
February 15 following the end of the Plan Year.

To receive an Incentive Award payment, a Participant must be in active full-time
service of the Corporation at the end of the Plan Year and at the time the
actual award payments are made. The Compensation Committee, at its sole
discretion, may approve payment of all or a portion of an Incentive Award to a
Participant (or beneficiary) whose service was terminated by death, disability
or retirement or who is/was on an approved leave of absence.

Cash Incentive Awards paid under this plan will be subject to the IRS specified
withholding rates for annual bonus payments.

TERMINATION OR AMENDMENT

The Plan, in whole or in part, may at any time or from time to time be amended,
suspended, or reinstated and may at any time be terminated by action of the
Compensation Committee. Additionally, the Compensation
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Committee of the Board of Directors shall recommend adjustments as deemed
advisable in order to give consideration to changes in accounting rules,
principles, or methods; changes in portfolio such as mergers and acquisitions;
or other extraordinary events (for example, one time sale of servicing rights),
and may adjust financial performance measures in recognition of such
occurrences. No Participant has a vested right to an Incentive Award under the
Plan until paid. In addition, this Plan shall not establish any employment
agreement nor any right for a Participant to continued employment with the
Corporation.

MISCELLANEOUS PROVISIONS

Neither the adoption of the Plan nor its operation shall in any way affect the
right and power of the Corporation to dismiss any Participant, or otherwise
terminate the employment or take other action including, but not limited to,
removing the Participant from the incentive-eligible position, at any time, for
any reason, with or without cause.

It remains the Compensation Committee's prerogative, in its sole discretion, to
refrain from paying incentive payments to Participants who may attain the payout
criteria in this Plan, but have otherwise failed to perform satisfactorily or to
manage in a correct and efficient manner in accordance with the known or
published policies and procedures of the Corporation.

No Participant will have the right to assign, encumber, hypothecate or pledge
his or her interest in any award under the Plan, voluntarily or involuntarily,
and any attempt to so dispose of any such interest will be void.

This document is a complete statement of the Plan and as of the date below,
supersedes all prior plans, representations and proposals, written or oral,
relating to its subject matter. The Corporation will not be bound by or liable
to any Participant for any representation, promise, or inducement made by any
persons which is not embodied in this document.

The Compensation Committee has the power and authority to amend, construe,
interpret, and administer the Plan. Any decision arising out of or in connection
with the construction, interpretation, or administration of the Plan will lie
within the Compensation Committee's absolute discretion and will be binding on
all parties.

All questions arising with respect to the provisions of this Plan shall be
determined by application of the laws of the State of Colorado except to the
extent Colorado law is preempted by federal law.

IN WITNESS WHEREOF, Matrix Bancorp, Inc. acting by and through its duly
authorized officer, has executed his Plan this 7th day of March,
2001.

                                                Matrix Bancorp, Inc.


                                                /s/ Guy A. Gibson