EXHIBIT 4.28
















                               GUARANTEE AGREEMENT

                              MATRIX BANCORP, INC.

                          Dated as of November 28, 2001




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<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                                                                                                               Page

                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION

   <S>                <C>                                                                                        <C>

   SECTION 1.1.       Definitions and Interpretation..............................................................1

                                   ARTICLE II
                 POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE

   SECTION 2.1.       Powers and Duties of the Guarantee Trustee .................................................4
   SECTION 2.2.       Certain Rights of Guarantee Trustee ........................................................5
   SECTION 2.3.       Not Responsible for Recitals or Issuance of Guarantee ......................................7
   SECTION 2.4.       Events of Default; Waiver ..................................................................8
   SECTION 2.5.       Events of Default; Notice ..................................................................8

                                   ARTICLE III
                                GUARANTEE TRUSTEE

   SECTION 3.1.       Guarantee Trustee; Eligibility .............................................................8
   SECTION 3.2.       Appointment, Removal and Resignation of Guarantee Trustee ..................................9

                                   ARTICLE IV
                                    GUARANTEE

   SECTION 4.1.       Guarantee .................................................................................10
   SECTION 4.2.       Waiver of Notice and Demand ...............................................................10
   SECTION 4.3.       Obligations Not Affected ..................................................................10
   SECTION 4.4.       Rights of Holders .........................................................................11
   SECTION 4.5.       Guarantee of Payment ......................................................................12
   SECTION 4.6.       Subrogation ...............................................................................12
   SECTION 4.7.       Independent Obligations ...................................................................12
   SECTION 4.8.       Enforcement ...............................................................................12

                                    ARTICLE V
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

   SECTION 5.1.       Limitation of Transactions ................................................................12
   SECTION 5.2.       Ranking ...................................................................................13

                                   ARTICLE VI
                                   TERMINATION

   SECTION 6.1.       Termination ...............................................................................14


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                                   ARTICLE VII
                                 INDEMNIFICATION

   SECTION 7.1.       Exculpation ...............................................................................14
   SECTION 7.2.       Indemnification ...........................................................................14
   SECTION 7.3.       Compensation; Reimbursement of Expenses ...................................................16

                                  ARTICLE VIII
                                  MISCELLANEOUS

   SECTION 8.1.       Successors and Assigns ....................................................................16
   SECTION 8.2.       Amendments ................................................................................16
   SECTION 8.3.       Notices ...................................................................................16
   SECTION 8.4.       Benefit ...................................................................................17
   SECTION 8.5.       Governing Law .............................................................................17
   SECTION 8.6.       Counterparts ..............................................................................18



</TABLE>




                                       ii

<PAGE>



                               GUARANTEE AGREEMENT

                  This  GUARANTEE  AGREEMENT  (the  "Guarantee"),  dated  as  of
November 28, 2001, is executed and delivered by Matrix Bancorp,  Inc., a savings
and loan  holding  company  incorporated  in  Colorado  (the  "Guarantor"),  and
Wilmington  Trust  Company,  a Delaware  banking  corporation,  as trustee  (the
"Guarantee  Trustee"),  for the benefit of the Holders (as defined  herein) from
time to time of the Capital  Securities  (as defined  herein) of Matrix  Bancorp
Capital Trust IV, a Delaware statutory business trust (the "Issuer").

                  WHEREAS,  pursuant to an Amended and Restated  Declaration  of
Trust (the  "Declaration"),  dated as of November 28,  2001,  among the trustees
named therein of the Issuer,  Matrix Bancorp,  Inc., as sponsor, and the Holders
from time to time of undivided beneficial interests in the assets of the Issuer,
the  Issuer is  issuing  on the date  hereof  securities,  having  an  aggregate
liquidation  amount of up to  $5,000,000,  designated the Floating Rate MMCapSSM
(the "Capital Securities");

                   WHEREAS, as incentive for the Holders to purchase the Capital
Securities,  the Guarantor desires  irrevocably and unconditionally to agree, to
the  extent  set  forth in this  Guarantee,  to pay to the  Holders  of  Capital
Securities the Guarantee  Payments (as defined herein) and to make certain other
payments on the terms and conditions set forth herein; and

                   NOW,  THEREFORE,  in  consideration  of the  purchase by each
Holder of the Capital  Securities,  which  purchase the Guarantor  hereby agrees
shall benefit the Guarantor,  the Guarantor executes and delivers this Guarantee
for the benefit of the Holders.

                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION

SECTION 1.1.      Definitions and Interpretation
                  ------------------------------

In this Guarantee, unless the context otherwise requires:

                  (a)  capitalized  terms used in this Guarantee but not defined
         in the preamble above have the respective  meanings assigned to them in
         this Section 1.1;

                  (b) a term  defined  anywhere in this  Guarantee  has the same
         meaning throughout;

                  (c) all references to "the Guarantee" or "this  Guarantee" are
         to this  Guarantee  as modified,  supplemented  or amended from time to
         time;

                  (d) all  references in this Guarantee to Articles and Sections
         are to  Articles  and  Sections  of this  Guarantee,  unless  otherwise
         specified;

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<PAGE>

                  (e)  terms  defined  in  the  Declaration  as at the  date  of
         execution of this  Guarantee  have the same  meanings when used in this
         Guarantee,  unless  otherwise  defined in this  Guarantee or unless the
         context otherwise requires; and

                  (f) a reference to the  singular  includes the plural and vice
         versa.

                  "Beneficiaries"  means  any  Person  to whom the  Issuer is or
hereafter becomes indebted or liable.

                  "Corporate  Trust  Office"  means the office of the  Guarantee
Trustee at which the corporate trust business of the Guarantee Trustee shall, at
any particular  time, be principally  administered,  which office at the date of
execution of this  Guarantee  Agreement is located at Rodney Square North,  1100
North Market Street, Wilmington, Delaware 19890-0001.

                  "Covered Person" means any Holder of Capital Securities.

                  "Debentures"  means  the  junior  subordinated  debentures  of
Matrix  Bancorp,  Inc.,  designated the Floating Rate Junior  Subordinated  Debt
Securities  due 2031,  held by the  Institutional  Trustee  (as  defined  in the
Declaration) of the Issuer.

                  "Event of Default" has the meaning set forth in Section 2.4.

                  "Guarantee   Payments"   means  the   following   payments  or
distributions,  without duplication,  with respect to the Capital Securities, to
the  extent  not  paid  or made  by the  Issuer:  (i)  any  accrued  and  unpaid
Distributions  (as defined in the Declaration)  which are required to be paid on
such Capital  Securities to the extent the Issuer shall have funds  available in
the Property Account (as defined in the Declaration) therefor at such time, (ii)
the Redemption  Price (as defined in the Indenture) to the extent the Issuer has
funds available in the Property  Account  therefor at such time, with respect to
any Capital  Securities  called for redemption by the Issuer,  (iii) the Special
Redemption  Price (as  defined  in the  Indenture)  to the extent the Issuer has
funds available in the Property  Account  therefor at such time, with respect to
Capital  Securities called for redemption upon the occurrence of a Special Event
(as  defined  in the  Indenture),  and  (iv)  upon a  voluntary  or  involuntary
liquidation, dissolution, winding-up or termination of the Issuer (other than in
connection  with the  distribution  of  Debentures to the Holders of the Capital
Securities in exchange therefor as provided in the  Declaration),  the lesser of
(a)  the  aggregate  of the  liquidation  amount  and  all  accrued  and  unpaid
Distributions  on the Capital  Securities to the date of payment,  to the extent
the Issuer shall have funds available in the Property  Account  therefor at such
time,  and (b) the  amount of  assets  of the  Issuer  remaining  available  for
distribution  to Holders in  liquidation  of the Issuer  after  satisfaction  of
liabilities  to creditors of the Issuer as required by applicable law (in either
case, the "Liquidation Distribution").

                  "Guarantee  Trustee" means Wilmington  Trust Company,  until a
Successor Guarantee Trustee has been appointed and has accepted such appointment
pursuant to the terms of this Guarantee and thereafter means each such Successor
Guarantee Trustee.

                  "Holder"  means any  holder,  as  registered  on the books and
records of the Issuer, of any Capital Securities;  provided,  however,  that, in
determining  whether  the  holders  of  the  requisite   percentage  of  Capital

                                       2
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Securities have given any request, notice, consent or waiver hereunder, "Holder"
shall not include the Guarantor or any Affiliate of the Guarantor.

                  "Indemnified   Person"  means  the  Guarantee   Trustee,   any
Affiliate of the Guarantee Trustee  (including in its individual  capacity),  or
any   officers,   directors,   shareholders,   members,   partners,   employees,
representatives, nominees, custodians or agents of the Guarantee Trustee.

                  "Indenture" means the Indenture dated as of November 28, 2001,
between the  Guarantor  and  Wilmington  Trust  Company,  not in its  individual
capacity but solely as trustee, and any indenture  supplemental thereto pursuant
to which the  Debentures  are to be issued to the  Institutional  Trustee of the
Issuer.

                  "Liquidation  Distribution"  has the  meaning set forth in the
definition of "Guarantee Payments" herein.

                  "Majority  in  liquidation  amount of the Capital  Securities"
means Holder(s) of outstanding Capital  Securities,  voting together as a class,
but separately  from the holders of Common  Securities,  of more than 50% of the
aggregate  liquidation amount (including the stated amount that would be paid on
redemption,  liquidation or otherwise, plus accrued and unpaid Distributions to,
but excluding, the date upon which the voting percentages are determined) of all
Capital Securities then outstanding.

                  "Obligations"  means any costs,  expenses or liabilities  (but
not  including   liabilities  related  to  taxes)  of  the  Issuer,  other  than
obligations of the Issuer to pay to holders of any Trust  Securities the amounts
due such holders pursuant to the terms of the Trust Securities.

                  "Officer's  Certificate"  means, with respect to any Person, a
certificate  signed by one  Authorized  Officer of such  Person.  Any  Officer's
Certificate  delivered  with respect to compliance  with a condition or covenant
provided for in this Guarantee shall include:

                  (a) a  statement  that  each  officer  signing  the  Officer's
         Certificate  has read the  covenant or  condition  and the  definitions
         relating thereto;

                  (b)  a  brief  statement  of  the  nature  and  scope  of  the
         examination  or  investigation  undertaken by each officer in rendering
         the Officer's Certificate;

                  (c)  a  statement   that  each  such  officer  has  made  such
         examination  or  investigation  as,  in  such  officer's  opinion,   is
         necessary to enable such  officer to express an informed  opinion as to
         whether or not such covenant or condition has been complied with; and

                  (d) a  statement  as to  whether,  in the opinion of each such
         officer, such condition or covenant has been complied with.

                  "Person"  means  a legal  person,  including  any  individual,
corporation,  estate,  partnership,  joint  venture,  association,  joint  stock
company,  limited  liability  company,  trust,  unincorporated  association,  or

                                       3
<PAGE>

government or any agency or political  subdivision  thereof, or any other entity
of whatever nature.

                  "Responsible  Officer"  means,  with respect to the  Guarantee
Trustee,  any officer within the Corporate Trust Office of the Guarantee Trustee
with direct  responsibility  for the  administration  of any matters relating to
this  Guarantee,   including  any  Vice  President,  Assistant  Vice  President,
Secretary,  Assistant  Secretary or any other officer of the  Guarantee  Trustee
customarily  performing functions similar to those performed by any of the above
designated  officers  and also,  with respect to a  particular  corporate  trust
matter,  any other  officer  to whom such  matter is  referred  because  of that
officer's knowledge of and familiarity with the particular subject.

                  "Successor  Guarantee  Trustee"  means a  successor  Guarantee
Trustee  possessing the qualifications to act as Guarantee Trustee under Section
3.1.

                  "Trust Securities" means the Common Securities and the Capital
Securities.

                                   ARTICLE II
                 POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE

SECTION 2.1. Powers and Duties of the Guarantee Trustee
             ------------------------------------------

                  (a) This Guarantee shall be held by the Guarantee  Trustee for
         the benefit of the Holders of the Capital Securities, and the Guarantee
         Trustee shall not transfer this Guarantee to any Person except a Holder
         of Capital Securities  exercising his or her rights pursuant to Section
         4.4 (b) or to a  Successor  Guarantee  Trustee  on  acceptance  by such
         Successor  Guarantee  Trustee of its  appointment  to act as  Successor
         Guarantee  Trustee.  The right,  title and  interest  of the  Guarantee
         Trustee shall  automatically  vest in any Successor  Guarantee Trustee,
         and such vesting and  cessation of title shall be effective  whether or
         not conveyancing documents have been executed and delivered pursuant to
         the appointment of such Successor Guarantee Trustee.

                  (b) If an Event of  Default  actually  known to a  Responsible
         Officer of the Guarantee  Trustee has occurred and is  continuing,  the
         Guarantee  Trustee shall enforce this  Guarantee for the benefit of the
         Holders of the Capital Securities.

                  (c) The Guarantee Trustee,  before the occurrence of any Event
         of  Default  and  after  curing  all  Events of  Default  that may have
         occurred,   shall   undertake  to  perform  only  such  duties  as  are
         specifically  set forth in this  Guarantee,  and no  implied  covenants
         shall be read into this  Guarantee  against the Guarantee  Trustee.  In
         case an Event of  Default  has  occurred  (that  has not been  cured or
         waived  pursuant to Section 2.4) and is actually known to a Responsible
         Officer of the Guarantee Trustee,  the Guarantee Trustee shall exercise
         such of the rights and powers vested in it by this  Guarantee,  and use
         the same degree of care and skill in its exercise thereof, as a prudent
         person would exercise or use under the  circumstances in the conduct of
         his or her own affairs.

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<PAGE>

                  (d) No  provision  of this  Guarantee  shall be  construed  to
         relieve the  Guarantee  Trustee from  liability  for its own  negligent
         action,   its  own  negligent  failure  to  act,  or  its  own  willful
         misconduct, except that:

                           (i) prior to the  occurrence  of any Event of Default
                  and after the curing or waiving of all such  Events of Default
                  that may have occurred:

                                    (A)  the  duties  and   obligations  of  the
                           Guarantee  Trustee shall be determined  solely by the
                           express   provisions  of  this  Guarantee,   and  the
                           Guarantee  Trustee shall not be liable except for the
                           performance  of such  duties and  obligations  as are
                           specifically  set  forth  in this  Guarantee,  and no
                           implied  covenants or obligations  shall be read into
                           this Guarantee against the Guarantee Trustee; and

                                    (B) in the  absence of bad faith on the part
                           of the Guarantee  Trustee,  the Guarantee Trustee may
                           conclusively  rely, as to the truth of the statements
                           and  the   correctness  of  the  opinions   expressed
                           therein,  upon any certificates or opinions furnished
                           to  the  Guarantee  Trustee  and  conforming  to  the
                           requirements  of this  Guarantee;  but in the case of
                           any such  certificates  or opinions  furnished to the
                           Guarantee  Trustee,  the  Guarantee  Trustee shall be
                           under a duty to examine the same to determine whether
                           or not on their face they conform to the requirements
                           of this Guarantee;

                           (ii) the  Guarantee  Trustee  shall not be liable for
                  any  error of  judgment  made in good  faith by a  Responsible
                  Officer of the  Guarantee  Trustee,  unless it shall be proved
                  that such Responsible  Officer of the Guarantee Trustee or the
                  Guarantee  Trustee was negligent in ascertaining the pertinent
                  facts upon which such judgment was made;

                           (iii) the Guarantee  Trustee shall not be liable with
                  respect  to any  action  taken or omitted to be taken by it in
                  good faith in  accordance  with the written  direction  of the
                  Holders of not less than a Majority in  liquidation  amount of
                  the Capital Securities  relating to the time, method and place
                  of conducting any  proceeding for any remedy  available to the
                  Guarantee Trustee,  or exercising any trust or power conferred
                  upon the Guarantee Trustee under this Guarantee; and

                           (iv) no provision of this Guarantee shall require the
                  Guarantee Trustee to expend or risk its own funds or otherwise
                  incur personal  financial  liability in the performance of any
                  of its  duties  or in the  exercise  of any of its  rights  or
                  powers, if the Guarantee Trustee shall have reasonable grounds
                  for  believing  that  the  repayment  of  such  funds  is  not
                  reasonably assured to it under the terms of this Guarantee, or
                  security  and  indemnity,   reasonably   satisfactory  to  the
                  Guarantee  Trustee,  against  such  risk or  liability  is not
                  reasonably assured to it.

SECTION 2.2.      Certain Rights of Guarantee Trustee

                  (a)      Subject to the provisions of Section 2.1:

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                           (i) The Guarantee Trustee may conclusively  rely, and
                  shall be fully  protected in acting or refraining  from acting
                  upon,  any  resolution,  certificate,  statement,  instrument,
                  opinion, report, notice, request,  direction,  consent, order,
                  bond, debenture, note, other evidence of indebtedness or other
                  paper or  document  believed  by it to be genuine  and to have
                  been signed, sent or presented by the proper party or parties.

                           (ii)   Any   direction   or  act  of  the   Guarantor
                  contemplated by this Guarantee shall be sufficiently evidenced
                  by an Officer's Certificate.

                           (iii)  Whenever,   in  the   administration  of  this
                  Guarantee,  the Guarantee Trustee shall deem it desirable that
                  a matter be proved or established before taking,  suffering or
                  omitting any action  hereunder,  the Guarantee Trustee (unless
                  other evidence is herein specifically  prescribed) may, in the
                  absence  of bad faith on its part,  request  and  conclusively
                  rely upon an Officer's  Certificate  of the  Guarantor  which,
                  upon receipt of such request,  shall be promptly  delivered by
                  the Guarantor.

                           (iv) The Guarantee  Trustee shall have no duty to see
                  to any recording,  filing or registration of any instrument or
                  other writing (or any  rerecording,  refiling or  registration
                  thereof).

                           (v) The Guarantee Trustee may consult with counsel of
                  its selection,  and the advice or opinion of such counsel with
                  respect  to  legal   matters   shall  be  full  and   complete
                  authorization  and  protection in respect of any action taken,
                  suffered  or  omitted  by it  hereunder  in good  faith and in
                  accordance  with such advice or opinion.  Such  counsel may be
                  counsel  to the  Guarantor  or any of its  Affiliates  and may
                  include any of its employees. The Guarantee Trustee shall have
                  the  right at any  time to seek  instructions  concerning  the
                  administration  of this  Guarantee from any court of competent
                  jurisdiction.

                           (vi)  The   Guarantee   Trustee  shall  be  under  no
                  obligation  to exercise any of the rights or powers  vested in
                  it by  this  Guarantee  at the  request  or  direction  of any
                  Holder,   unless  such  Holder  shall  have  provided  to  the
                  Guarantee  Trustee  such  security and  indemnity,  reasonably
                  satisfactory  to the  Guarantee  Trustee,  against  the costs,
                  expenses  (including  attorneys'  fees  and  expenses  and the
                  expenses  of  the  Guarantee  Trustee's  agents,  nominees  or
                  custodians)  and  liabilities  that might be incurred by it in
                  complying  with such  request  or  direction,  including  such
                  reasonable  advances  as may  be  requested  by the  Guarantee
                  Trustee;  provided,  however,  that nothing  contained in this
                  Section  2.2(a)(vi)  shall be taken to relieve  the  Guarantee
                  Trustee,  upon the  occurrence of an Event of Default,  of its
                  obligation  to exercise the rights and powers  vested in it by
                  this Guarantee.

                           (vii)  The  Guarantee  Trustee  shall not be bound to
                  make any investigation into the facts or matters stated in any
                  resolution,   certificate,   statement,  instrument,  opinion,
                  report,  notice,  request,  direction,  consent,  order, bond,


                                       6
<PAGE>

                  debenture, note, other evidence of indebtedness or other paper
                  or document, but the Guarantee Trustee, in its discretion, may
                  make such further inquiry or investigation  into such facts or
                  matters as it may see fit.

                           (viii) The  Guarantee  Trustee may execute any of the
                  trusts or powers  hereunder  or perform  any duties  hereunder
                  either directly or by or through agents, nominees,  custodians
                  or  attorneys,   and  the  Guarantee   Trustee  shall  not  be
                  responsible  for any  misconduct  or negligence on the part of
                  any agent or attorney appointed with due care by it hereunder.

                           (ix) Any action taken by the Guarantee Trustee or its
                  agents  hereunder  shall  bind  the  Holders  of  the  Capital
                  Securities,  and the signature of the Guarantee Trustee or its
                  agents alone shall be sufficient  and effective to perform any
                  such action. No third party shall be required to inquire as to
                  the authority of the Guarantee  Trustee to so act or as to its
                  compliance  with  any of the  terms  and  provisions  of  this
                  Guarantee,  both of which shall be  conclusively  evidenced by
                  the Guarantee Trustee's or its agent's taking such action.

                           (x) Whenever in the  administration of this Guarantee
                  the  Guarantee  Trustee  shall  deem it  desirable  to receive
                  instructions  with respect to enforcing any remedy or right or
                  taking any other action  hereunder,  the Guarantee Trustee (A)
                  may  request  instructions  from the  Holders of a Majority in
                  liquidation amount of the Capital Securities,  (B) may refrain
                  from  enforcing  such  remedy  or right or taking  such  other
                  action until such  instructions  are received and (C) shall be
                  protected in  conclusively  relying on or acting in accordance
                  with such instructions.

                           (xi) The  Guarantee  Trustee  shall not be liable for
                  any action  taken,  suffered,  or omitted to be taken by it in
                  good faith and  reasonably  believed by it to be authorized or
                  within the discretion or rights or powers conferred upon it by
                  this Guarantee.

                  (b) No provision of this  Guarantee  shall be deemed to impose
         any duty or obligation  on the Guarantee  Trustee to perform any act or
         acts or exercise  any right,  power,  duty or  obligation  conferred or
         imposed on it, in any  jurisdiction  in which it shall be illegal or in
         which the Guarantee  Trustee shall be  unqualified  or  incompetent  in
         accordance  with  applicable  law to perform any such act or acts or to
         exercise any such right, power, duty or obligation. No permissive power
         or authority  available to the Guarantee  Trustee shall be construed to
         be a duty.

SECTION 2.3.      Not Responsible for Recitals or Issuance of Guarantee
                  -----------------------------------------------------

                  The recitals contained in this Guarantee shall be taken as the
statements  of the  Guarantor,  and the  Guarantee  Trustee  does not assume any
responsibility   for  their   correctness.   The  Guarantee   Trustee  makes  no
representation as to the validity or sufficiency of this Guarantee.

                                       7
<PAGE>

SECTION 2.4.      Events of Default; Waiver
                  -------------------------

                  (a) An Event of Default under this  Guarantee  will occur upon
         the  failure of the  Guarantor  to perform  any of its payment or other
         obligations hereunder.

                  (b) The Holders of a Majority in liquidation amount of Capital
         Securities  may,  voting  or  consenting  as a class,  on behalf of the
         Holders  of all of the  Capital  Securities,  waive  any past  Event of
         Default  and its  consequences.  Upon such  waiver,  any such  Event of
         Default  shall cease to exist,  and shall be deemed to have been cured,
         for every purpose of this Guarantee, but no such waiver shall extend to
         any subsequent or other default or Event of Default or impair any right
         consequent thereon.

SECTION 2.5.      Events of Default; Notice
                  -------------------------

                  (a) The  Guarantee  Trustee  shall,  within 90 days  after the
         occurrence  of an Event of  Default,  transmit  by  mail,  first  class
         postage prepaid, to the Holders of the Capital  Securities,  notices of
         all Events of Default  actually  known to a Responsible  Officer of the
         Guarantee  Trustee,  unless such  defaults  have been cured  before the
         giving of such notice,  provided,  however,  that the Guarantee Trustee
         shall be  protected  in  withholding  such  notice  if and so long as a
         Responsible  Officer of the Guarantee  Trustee in good faith determines
         that the  withholding of such notice is in the interests of the Holders
         of the Capital Securities.

                  (b) The Guarantee  Trustee shall not be charged with knowledge
         of any  Event of  Default  unless  the  Guarantee  Trustee  shall  have
         received  written  notice thereof from the Guarantor or a Holder of the
         Capital  Securities,  or a Responsible Officer of the Guarantee Trustee
         charged with the  administration  of this  Guarantee  shall have actual
         knowledge thereof.

                                   ARTICLE III
                                GUARANTEE TRUSTEE

SECTION 3.1.      Guarantee Trustee; Eligibility

                  (a) There  shall at all  times be a  Guarantee  Trustee  which
         shall:

                           (i)      not be an Affiliate of the Guarantor; and

                           (ii) be a corporation  organized  and doing  business
                  under the laws of the United States of America or any State or
                  Territory  thereof or of the District of  Columbia,  or Person
                  authorized under such laws to exercise corporate trust powers,
                  having a combined  capital  and surplus of at least 50 million
                  U.S.  dollars  ($50,000,000),  and subject to  supervision  or
                  examination  by  Federal,  State,  Territorial  or District of
                  Columbia authority.  If such corporation  publishes reports of
                  condition  at  least  annually,  pursuant  to  law  or to  the
                  requirements  of  the   supervising  or  examining   authority
                  referred to above,  then,  for the  purposes  of this  Section
                  3.1(a)  (ii),  the  combined   capital  and  surplus  of  such

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<PAGE>

                  corporation  shall be deemed to be its  combined  capital  and
                  surplus as set forth in its most recent report of condition so
                  published.

                  (b) If at any time the  Guarantee  Trustee  shall  cease to be
         eligible to so act under Section  3.1(a),  the Guarantee  Trustee shall
         immediately resign in the manner and with the effect set out in Section
         3.2(c).

                  (c)  If  the  Guarantee  Trustee  has  or  shall  acquire  any
         "conflicting  interest"  within the  meaning  of Section  310(b) of the
         Trust Indenture Act, the Guarantee  Trustee shall either eliminate such
         interest  or resign to the extent and in the  manner  provided  by, and
         subject to this Guarantee.

SECTION 3.2.      Appointment, Removal and Resignation of Guarantee Trustee
                  ---------------------------------------------------------

                  (a) Subject to Section  3.2(b),  the Guarantee  Trustee may be
         appointed or removed without cause at any time by the Guarantor  except
         during an Event of Default.

                  (b) The  Guarantee  Trustee shall not be removed in accordance
         with  Section  3.2(a)  until a  Successor  Guarantee  Trustee  has been
         appointed  and has  accepted  such  appointment  by written  instrument
         executed  by such  Successor  Guarantee  Trustee and  delivered  to the
         Guarantor.

                  (c) The  Guarantee  Trustee  appointed  to office  shall  hold
         office until a Successor Guarantee Trustee shall have been appointed or
         until its removal or resignation. The Guarantee Trustee may resign from
         office  (without  need  for  prior  or  subsequent  accounting)  by  an
         instrument in writing  executed by the Guarantee  Trustee and delivered
         to the  Guarantor,  which  resignation  shall not take  effect  until a
         Successor  Guarantee  Trustee has been  appointed and has accepted such
         appointment  by an  instrument  in writing  executed by such  Successor
         Guarantee  Trustee and  delivered to the  Guarantor  and the  resigning
         Guarantee Trustee.

                  (d)  If  no  Successor   Guarantee  Trustee  shall  have  been
         appointed  and  accepted  appointment  as provided in this  Section 3.2
         within  60  days  after   delivery  of  an  instrument  of  removal  or
         resignation,  the  Guarantee  Trustee  resigning  or being  removed may
         petition  any court of  competent  jurisdiction  for  appointment  of a
         Successor   Guarantee   Trustee.   Such  court  may  thereupon,   after
         prescribing  such  notice,  if any,  as it may deem  proper,  appoint a
         Successor Guarantee Trustee.

                  (e) No  Guarantee  Trustee  shall  be  liable  for the acts or
         omissions to act of any Successor Guarantee Trustee.

                  (f)  Upon   termination   of  this  Guarantee  or  removal  or
         resignation of the Guarantee  Trustee pursuant to this Section 3.2, the
         Guarantor  shall pay to the Guarantee  Trustee all amounts owing to the
         Guarantee  Trustee  under  Sections  7.2 and 7.3 accrued to the date of
         such termination, removal or resignation.

                                       9
<PAGE>

                                   ARTICLE IV
                                    GUARANTEE

SECTION 4.1.      Guarantee
                  ---------

                  (a) The Guarantor  irrevocably and  unconditionally  agrees to
         pay in full to the Holders the Guarantee Payments (without  duplication
         of amounts theretofore paid by the Issuer), as and when due, regardless
         of any defense  (except as defense of payment by the Issuer),  right of
         set-off  or  counterclaim  that  the  Issuer  may have or  assert.  The
         Guarantor's  obligation to make a Guarantee Payment may be satisfied by
         direct payment of the required  amounts by the Guarantor to the Holders
         or by causing the Issuer to pay such amounts to the Holders.

                  (b) The  Guarantor  hereby  also  agrees to assume any and all
         Obligations  of the Issuer and in the event any such  Obligation is not
         so assumed,  subject to the terms and conditions  hereof, the Guarantor
         hereby irrevocably and  unconditionally  guarantees to each Beneficiary
         the full payment,  when and as due, of any and all  obligations to such
         Beneficiaries.  This Agreement is intended to be for the  Beneficiaries
         who have received notice hereof.

SECTION 4.2.      Waiver of Notice and Demand
                  ---------------------------

                  The  Guarantor  hereby  waives  notice of  acceptance  of this
Guarantee  and of any  liability to which it applies or may apply,  presentment,
demand for payment,  any right to require a proceeding  first against the Issuer
or any other Person before proceeding against the Guarantor,  protest, notice of
nonpayment,  notice of dishonor,  notice of redemption and all other notices and
demands.

SECTION 4.3.      Obligations Not Affected
                  ------------------------

                  The  obligations,  covenants,  agreements  and  duties  of the
Guarantor under this Guarantee shall in no way be affected or impaired by reason
of the happening from time to time of any of the following:

                  (a) the release or waiver,  by operation of law or  otherwise,
         of the  performance  or  observance  by the  Issuer of any  express  or
         implied agreement,  covenant, term or condition relating to the Capital
         Securities to be performed or observed by the Issuer;
                  (b) the extension of time for the payment by the Issuer of all
         or  any  portion  of  the  Distributions,   Redemption  Price,  Special
         Redemption  Price,  Liquidation  Distribution or any other sums payable
         under the terms of the Capital  Securities or the extension of time for
         the performance of any other  obligation  under,  arising out of, or in
         connection  with,  the Capital  Securities  (other than an extension of
         time for payment of Distributions, Redemption Price, Special Redemption
         Price,  Liquidation Distribution or other sum payable that results from
         the extension of any interest  payment  period on the Debentures or any
         extension  of the  maturity  date of the  Debentures  permitted  by the
         Indenture);

                                       10
<PAGE>

                  (c) any failure,  omission,  delay or lack of diligence on the
         part  of  the  Holders  to  enforce,  assert  or  exercise  any  right,
         privilege,  power or remedy  conferred  on the Holders  pursuant to the
         terms  of the  Capital  Securities,  or any  action  on the part of the
         Issuer granting indulgence or extension of any kind;

                  (d) the  voluntary or  involuntary  liquidation,  dissolution,
         sale  of  any   collateral,   receivership,   insolvency,   bankruptcy,
         assignment for the benefit of creditors,  reorganization,  arrangement,
         composition or  readjustment  of debt of, or other similar  proceedings
         affecting, the Issuer or any of the assets of the Issuer;

                  (e) any invalidity of, or defect or deficiency in, the Capital
         Securities;

                  (f) the settlement or compromise of any obligation  guaranteed
         hereby or hereby incurred; or

                  (g) any other  circumstance  whatsoever  that might  otherwise
         constitute a legal or equitable discharge or defense of a guarantor, it
         being  the  intent  of this  Section  4.3 that the  obligations  of the
         Guarantor  hereunder shall be absolute and unconditional  under any and
         all circumstances.

                  There shall be no obligation of the Holders to give notice to,
or obtain  consent of, the Guarantor with respect to the happening of any of the
foregoing.

SECTION 4.4.      Rights of Holders
                  -----------------

                  (a) The  Holders of a Majority  in  liquidation  amount of the
         Capital  Securities have the right to direct the time, method and place
         of conducting any proceeding for any remedy  available to the Guarantee
         Trustee in respect of this  Guarantee  or to direct the exercise of any
         trust  or  power  conferred  upon  the  Guarantee  Trustee  under  this
         Guarantee;  provided,  however,  that (subject to Sections 2.1 and 2.2)
         the  Guarantee  Trustee  shall  have the right to decline to follow any
         such  direction  if the  Guarantee  Trustee  shall  determine  that the
         actions so directed  would be unjustly  prejudicial  to the Holders not
         taking part in such direction or if the Guarantee Trustee being advised
         by counsel determines that the action or proceeding so directed may not
         lawfully  be taken or if the  Guarantor  Trustee  in good  faith by its
         board  of  directors  or  trustees,  executive  committees  or a  trust
         committee of directors or trustees  and/or  Responsible  Officers shall
         determine  that the action or proceedings so directed would involve the
         Guarantee Trustee in personal liability.

                  (b) Any Holder of Capital  Securities  may  institute  a legal
         proceeding  directly  against the  Guarantor  to enforce the  Guarantee
         Trustee's  rights under this  Guarantee,  without  first  instituting a
         legal proceeding against the Issuer, the Guarantee Trustee or any other
         Person.  The  Guarantor  waives any right or remedy to require that any
         such action be brought first against the Issuer,  the Guarantee Trustee
         or  any  other  Person  before  so  proceeding   directly  against  the
         Guarantor.

                                       11
<PAGE>

SECTION 4.5.      Guarantee of Payment
                  --------------------

                  This  Guarantee  creates a  guarantee  of  payment  and not of
collection.

SECTION 4.6.      Subrogation
                  -----------

                  The  Guarantor  shall be  subrogated to all (if any) rights of
the Holders of Capital  Securities  against the Issuer in respect of any amounts
paid to such Holders by the Guarantor under this Guarantee;  provided,  however,
that the  Guarantor  shall not  (except to the  extent  required  by  applicable
provisions  of law) be  entitled  to enforce or  exercise  any right that it may
acquire  by  way  of  subrogation  or  any  indemnity,  reimbursement  or  other
agreement,  in all cases as a result of payment under this Guarantee,  if, after
giving  effect to any such  payment,  any amounts are due and unpaid  under this
Guarantee.  If any amount  shall be paid to the  Guarantor  in  violation of the
preceding  sentence,  the Guarantor  agrees to hold such amount in trust for the
Holders and to pay over such amount to the Holders.

SECTION 4.7.      Independent Obligations
                  -----------------------

                  The Guarantor  acknowledges that its obligations hereunder are
independent  of the  obligations  of the  Issuer  with  respect  to the  Capital
Securities  and that the  Guarantor  shall be liable as principal  and as debtor
hereunder to make  Guarantee  Payments  pursuant to the terms of this  Guarantee
notwithstanding  the  occurrence  of any event  referred to in  subsections  (a)
through (g), inclusive, of Section 4.3 hereof.

SECTION 4.8.      Enforcement
                  -----------

                  A  Beneficiary  may enforce the  obligations  of the Guarantor
contained in Section 4.1(b)  directly  against the Guarantor,  and the Guarantor
waives any right or remedy to require  that any  action be brought  against  the
Issuer or any other person or entity before proceeding against the Guarantor.

                  The  Guarantor  shall be  subrogated to all rights (if any) of
any  Beneficiary  against  the  Issuer in  respect  of any  amounts  paid to the
Beneficiaries by the Guarantor under this Guarantee; provided, however, that the
Guarantor shall not (except to the extent  required by applicable  provisions of
law) be entitled to enforce or exercise any rights that it may acquire by way of
subrogation or any indemnity,  reimbursement or other agreement, in all cases as
a result of payment  under  this  Guarantee,  if,  after  giving  effect to such
payment, any amounts are due and unpaid under this Guarantee.

                                    ARTICLE V
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 5.1.      Limitation of Transactions
                  --------------------------

                  So long as any Capital Securities remain  outstanding,  if (a)
there  shall  have  occurred  and be  continuing  an Event of Default or (b) the
Guarantor shall have selected an Extension Period as provided in the Declaration
and  such  period,  or  any  extension  thereof,  shall  have  commenced  and be
continuing,  then the  Guarantor  may not (x)  declare or pay any  dividends  or

                                       12
<PAGE>

distributions on, or redeem,  purchase,  acquire,  or make a liquidation payment
with respect to, any of the Guarantor's capital stock or (y) make any payment of
principal of or interest or premium,  if any, on or repay,  repurchase or redeem
any debt  securities of the Guarantor  that rank pari passu in all respects with
or junior in interest to the  Debentures  (other  than (i)  payments  under this
Guarantee,  (ii)  repurchases,  redemptions or other  acquisitions  of shares of
capital stock of the Guarantor (A) in connection  with any employment  contract,
benefit plan or other similar arrangement with or for the benefit of one or more
employees,  officers,  directors,  or  consultants,  (B)  in  connection  with a
dividend  reinvestment  or stockholder  stock purchase plan or (C) in connection
with the issuance of capital stock of the Guarantor (or  securities  convertible
into or exercisable for such capital stock),  as consideration in an acquisition
transaction  entered  into  prior to  occurrence  of the Event of Default or the
applicable  Extension Period, (iii) as a result of any exchange of conversion of
any class or series of the Guarantor's  capital stock (or any capital stock of a
subsidiary of the Guarantor) for any class or series of the Guarantor's  capital
stock or of any class or series of the Guarantor's indebtedness for any class or
series  of the  Guarantor's  capital  stock,  (iv) the  purchase  of  fractional
interests in shares of the Guarantor's  capital stock pursuant to the conversion
or exchange  provisions of such capital stock or the security being converted or
exchanged,   (v)  any   declaration  of  a  dividend  in  connection   with  any
stockholder's  rights plan, or the issuance of rights,  stock or other  property
under any  stockholder's  rights plan, or the redemption or repurchase of rights
pursuant thereto, or (vi) any dividend in the form of stock,  warrants,  options
or other rights where the dividend  stock or the stock issuable upon exercise of
such  warrants,  options or other  rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to such stock).

SECTION 5.2.      Ranking
                  -------

                  This Guarantee will constitute an unsecured  obligation of the
Guarantor  and will  rank  subordinate  and  junior in right of  payment  to all
present and future  Senior  Indebtedness  (as defined in the  Indenture)  of the
Guarantor. By their acceptance thereof, each Holder of Capital Securities agrees
to the  foregoing  provisions  of this  Guarantee  and the other terms set forth
herein.

                  The right of the Guarantor to participate in any  distribution
of assets of any of its subsidiaries upon any such  subsidiary's  liquidation or
reorganization  or otherwise is subject to the prior claims of creditors of that
subsidiary,  except to the extent the  Guarantor  may itself be  recognized as a
creditor of that subsidiary. Accordingly, the Guarantor's obligations under this
Guarantee  will  be  effectively   subordinated   to  all  existing  and  future
liabilities of the Guarantor's  subsidiaries,  and claimants should look only to
the assets of the Guarantor for payments  thereunder.  This  Guarantee  does not
limit the  incurrence  or issuance  of other  secured or  unsecured  debt of the
Guarantor,  including Senior Indebtedness of the Guarantor,  under any indenture
or agreement that the Guarantor may enter into in the future or otherwise.

                                       13
<PAGE>

                                   ARTICLE VI
                                   TERMINATION

SECTION 6.1.      Termination
                  -----------

                  This Guarantee  shall  terminate as to the Capital  Securities
(i) upon full payment of the Redemption Price or the Special  Redemption  Price,
as the case may be, of all Capital  Securities then  outstanding,  (ii) upon the
distribution  of all of the  Debentures  to the  Holders  of all of the  Capital
Securities or (iii) upon full payment of the amounts  payable in accordance with
the Declaration upon dissolution of the Issuer.  This Guarantee will continue to
be  effective  or will be  reinstated,  as the case  may be,  if at any time any
Holder of Capital  Securities  must  restore  payment of any sums paid under the
Capital Securities or under this Guarantee.

                                   ARTICLE VII
                                 INDEMNIFICATION

SECTION 7.1.      Exculpation
                  -----------

                  (a) No  Indemnified  Person  shall be liable,  responsible  or
         accountable  in damages or  otherwise  to the  Guarantor or any Covered
         Person for any loss,  damage or claim  incurred by reason of any act or
         omission  performed or omitted by such Indemnified Person in good faith
         in accordance with this Guarantee and in a manner that such Indemnified
         Person  reasonably  believed  to be within  the scope of the  authority
         conferred  on such  Indemnified  Person  by this  Guarantee  or by law,
         except that an  Indemnified  Person  shall be liable for any such loss,
         damage  or  claim  incurred  by  reason  of such  Indemnified  Person's
         negligence  or  willful   misconduct  with  respect  to  such  acts  or
         omissions.

                  (b) An Indemnified  Person shall be fully protected in relying
         in good faith upon the records of the Issuer or the  Guarantor and upon
         such  information,  opinions,  reports or  statements  presented to the
         Issuer or the  Guarantor  by any Person as to matters  the  Indemnified
         Person reasonably believes are within such other Person's  professional
         or expert  competence and who, if selected by such Indemnified  Person,
         has been  selected with  reasonable  care by such  Indemnified  Person,
         including information,  opinions, reports or statements as to the value
         and amount of the assets,  liabilities,  profits,  losses, or any other
         facts  pertinent  to the  existence  and  amount of assets  from  which
         Distributions to Holders of Capital Securities might properly be paid.

SECTION 7.2.      Indemnification
                  ---------------

                  (a) The Guarantor agrees to indemnify each Indemnified  Person
         for, and to hold each Indemnified Person harmless against,  any and all
         loss,  liability,  damage, claim or expense incurred without negligence
         or willful  misconduct on the part of the Indemnified  Person,  arising
         out of or in connection  with the acceptance or  administration  of the
         trust or trusts  hereunder,  including but not limited to the costs and
         expenses  (including   reasonable  legal  fees  and  expenses)  of  the
         Indemnified  Person defending  itself against,  or  investigating,  any
         claim or liability in connection  with the exercise or  performance  of
         any of  the  Indemnified  Person's  powers  or  duties  hereunder.  The
         obligation  to indemnify as set forth in this Section 7.2 shall survive
         the resignation or removal of the Guarantee Trustee and the termination
         of this Guarantee.

                                       14
<PAGE>

                  (b) Promptly after receipt by an Indemnified Person under this
         Section  7.2  of  notice  of  the  commencement  of  any  action,  such
         Indemnified  Person will,  if a claim in respect  thereof is to be made
         against the Guarantor  under this Section 7.2,  notify the Guarantor in
         writing of the commencement  thereof;  but the failure so to notify the
         Guarantor  (i) will not  relieve the  Guarantor  from  liability  under
         paragraph (a) above unless and to the extent that the Guarantor did not
         otherwise  learn  of  such  action  and  such  failure  results  in the
         forfeiture by the Guarantor of substantial rights and defenses and (ii)
         will not, in any event,  relieve the Guarantor from any  obligations to
         any  Indemnified  Person  other  than  the  indemnification  obligation
         provided in paragraph  (a) above.  The  Guarantor  shall be entitled to
         appoint counsel of the Guarantor's choice at the Guarantor's expense to
         represent   the   Indemnified   Person   in  any   action   for   which
         indemnification  is  sought  (in  which  case the  Guarantor  shall not
         thereafter  be  responsible  for the fees and  expenses of any separate
         counsel  retained by the  Indemnified  Person or Persons  except as set
         forth   below);   provided,   however,   that  such  counsel  shall  be
         satisfactory to the Indemnified Person. Notwithstanding the Guarantor's
         election to appoint  counsel to represent  the  Guarantor in an action,
         the Indemnified  Person shall have the right to employ separate counsel
         (including local counsel),  and the Guarantor shall bear the reasonable
         fees,  costs and  expenses of such  separate  counsel if (i) the use of
         counsel  chosen by the  Guarantor to represent the  Indemnified  Person
         would present such counsel with a conflict of interest, (ii) the actual
         or potential defendants in, or targets of, any such action include both
         the  Indemnified  Person and the Guarantor and the  Indemnified  Person
         shall  have  reasonably  concluded  that  there  may be legal  defenses
         available to it and/or other  Indemnified  Persons  which are different
         from or  additional  to those  available  to the  Guarantor,  (iii) the
         Guarantor  shall  not  have  employed   counsel   satisfactory  to  the
         Indemnified  Person  to  represent  the  Indemnified  Person  within  a
         reasonable  time after notice of the institution of such action or (iv)
         the Guarantor shall authorize the Indemnified Person to employ separate
         counsel  at the  expense  of the  Guarantor.  The  Guarantor  will not,
         without the prior written consent of the Indemnified Persons, settle or
         compromise  or consent to the entry of any judgment with respect to any
         pending or threatened claim,  action,  suit or proceeding in respect of
         which  indemnification or contribution may be sought hereunder (whether
         or not the Indemnified  Persons are actual or potential parties to such
         claim or action) unless such settlement, compromise or consent includes
         an unconditional  release of each Indemnified Person from all liability
         arising out of such claim, action, suit or proceeding.

SECTION 7.3.      Compensation; Reimbursement of Expenses
                  ---------------------------------------

                  The Guarantor agrees:

                  (a) to pay to the  Guarantee  Trustee  from  time to time such
         compensation  for all services  rendered by it hereunder as the parties
         shall  agree to from  time to time  (which  compensation  shall  not be
         limited  by any  provision  of law in regard to the  compensation  of a
         trustee of an express trust); and

                  (b)  except  as  otherwise   expressly   provided  herein,  to
         reimburse  the  Guarantee  Trustee  upon  request  for  all  reasonable
         expenses,  disbursements  and  advances  incurred  or  made  by  it  in
         accordance  with  any  provision  of  this  Guarantee   (including  the

                                       15
<PAGE>

         reasonable  compensation  and the  expenses  and  disbursements  of its
         agents and counsel),  except any such expense,  disbursement or advance
         as may be attributable to its negligence or willful misconduct.

                  The   provisions   of  this  Section  7.3  shall  survive  the
resignation  or removal of the  Guarantee  Trustee and the  termination  of this
Guarantee.

                                  ARTICLE VIII
                                  MISCELLANEOUS

SECTION 8.1.      Successors and Assigns
                  ----------------------

                  All  guarantees  and  agreements  contained in this  Guarantee
shall bind the successors,  assigns, receivers,  trustees and representatives of
the  Guarantor  and shall  inure to the  benefit of the  Holders of the  Capital
Securities   then   outstanding.   Except  in  connection  with  any  merger  or
consolidation of the Guarantor with or into another entity or any sale, transfer
or lease of the  Guarantor's  assets to another  entity,  in each  case,  to the
extent permitted under the Indenture, the Guarantor may not assign its rights or
delegate its obligations  under this Guarantee without the prior approval of the
Holders  of not less  than a  Majority  in  liquidation  amount  of the  Capital
Securities.

SECTION 8.2.      Amendments
                  ----------

                  Except  with  respect  to any  changes  that do not  adversely
affect the rights of Holders of the Capital  Securities in any material  respect
(in which case no consent of Holders will be  required),  this  Guarantee may be
amended only with the prior  approval of the Holders of not less than a Majority
in  liquidation  amount  of  the  Capital  Securities.  The  provisions  of  the
Declaration with respect to amendments  thereof shall apply equally with respect
to amendments of the Guarantee.

SECTION 8.3.      Notices
                  -------

                  All  notices  provided  for  in  this  Guarantee  shall  be in
writing,  duly signed by the party giving such notice,  and shall be  delivered,
telecopied or mailed by first class mail, as follows:

                  (a)  If  given  to the  Guarantee  Trustee,  at the  Guarantee
         Trustee's mailing address set forth below (or such other address as the
         Guarantee  Trustee  may give  notice of to the  Holders of the  Capital
         Securities):

                           Wilmington Trust Company
                           Rodney Square North
                           1100 North Market Street
                           Wilmington, Delaware 19890-0001
                           Attention: Corporate Trust Administration
                           Telecopy: 302-651-8882
                           Telephone: 302-651-1000

                                       16
<PAGE>

                  (b) If  given to the  Guarantor,  at the  Guarantor's  mailing
         address set forth  below (or such other  address as the  Guarantor  may
         give  notice of to the  Holders of the  Capital  Securities  and to the
         Guarantee Trustee):

                           Matrix Bancorp, Inc.
                           1380 Lawrence Street
                           Suite 1400
                           Denver, CO 80204
                           Attention: T. Allen McConnell

                  (c) If given to any Holder of the Capital  Securities,  at the
         address set forth on the books and records of the Issuer.

         All such  notices  shall be deemed to have been given when  received in
person,  telecopied  with  receipt  confirmed,  or mailed by first  class  mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered  because of a changed  address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

SECTION 8.4.      Benefit
                  -------

                  This Guarantee is solely for the benefit of the Holders of the
Capital   Securities  and,   subject  to  Section  2.1(a),   is  not  separately
transferable from the Capital Securities.

SECTION 8.5.      Governing Law
                  -------------

                  THIS  GUARANTEE   SHALL  BE  GOVERNED  BY,  AND  CONSTRUED  IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF
LAWS PRINCIPLES THEREOF.

SECTION 8.6.      Counterparts
                  ------------

                  This  Guarantee may contain more than one  counterpart  of the
signature  page  and this  Guarantee  may be  executed  by the  affixing  of the
signature of the Guarantor and the Guarantee  Trustee to any of such counterpart
signature pages. All of such counterpart signature pages shall be read as though
one,  and they shall have the same force and effect as though all of the signers
had signed a single signature page.



                                       17
<PAGE>

                  THIS  GUARANTEE is executed as of the day and year first above
written.

                                  MATRIX BANCORP, INC.,
                                  as Guarantor


                                  By:
                                     --------------------------------------
                                     Name:
                                     Title:


                                  WILMINGTON TRUST COMPANY, as
                                  Guarantee Trustee


                                   By:
                                      -------------------------------------
                                      Name:
                                      Title:











                                       18