Exhibit 10.40



                              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 T. Allen McConnell (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 mean:

                  (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 banking agency,  of the Company,  the
                  Bank, or any insured depository  institution subsidiary of the
                  Company;

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                  (d) material  violation by Executive of any applicable federal
                  banking  law or  regulation  that has had a  material  adverse
                  effect on the Bank or the Company;

                  (e) violation or conspiracy to violate  section 215, 656, 657,
                  1005,  1006,  1007,  1014,  1032,  or 1344 of  title 18 of the
                  United  States  Code,  or  section  1341 or 1343 of such title
                  affecting a federally insured financial institution as defined
                  in title 18 of the United States Code;

                  (f)  the  willful  failure  by  Executive  to  adhere  to  the
                  Company's written  policies,  which causes a material monetary
                  injury or other  material  harm to the Company (but only after
                  receiving  written notice thereof and being given a reasonable
                  period,   not  less  than  thirty  (30)  days,  to  cure  said
                  performance  by taking such  reasonable  corrective  action as
                  shall  be   reasonably   within  his  power  at  the  time  of
                  reference);

                  (g) the willful failure by Executive to substantially  perform
                  material  stated  duties of his position with the Company (but
                  only after receiving  written notice thereof and being given a
                  reasonable  period,  not less than thirty  (30) days,  to cure
                  said performance by taking such reasonable  corrective  action
                  as  shall  be  reasonably  within  his  power  at the  time of
                  reference);

                  (h)  the  removal  or   suspension   of  Executive   from  the
                  performance of his duties by any bank regulatory authority;

                  (i) appointment of a conservator or receiver for the Company's
                  subsidiary   bank,   Matrix   Capital  Bank  (the  "Bank")  by
                  applicable  bank  regulatory  authorities as a result of fraud
                  committed by the Executive; or

                  (j) the  declaration by federal bank  regulators that the Bank
                  is in a "troubled condition" as a result of fraud committed by
                  the  Executive,  and  while  the  Bank is in such a  "troubled
                  condition" as a result of fraud  committed by  Executive,  the
                  Bank  or  the   Company   engages   in  a  Change  in  Control
                  transaction;

         provided,  however,  as a condition  precedent  to the  termination  of
         Executive's  employment  under  subparagraph (b) - (d) of this Section,
         there shall have been  delivered  to  Executive a copy of a  resolution
         duly adopted by the  affirmative  vote of not less than  three-quarters
         (3/4) of the entire  membership  of the Board at a meeting of the Board
         called and held for such purpose (after  reasonable notice to Executive
         and an opportunity for Executive to be heard before the Board), finding

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         that, in the good faith opinion of the Board,  Executive committed such
         conduct as set forth in the referenced subparagraphs above.

1.4. "Change of Control" shall mean:

                  (a) a change  in the  ownership  of the  capital  stock of the
                  Company  where a  corporation,  person,  or  group  acting  in
                  concert (a "Person"),  as described in Section 14(d)(2) of the
                  Securities  Exchange Act of 1934,  as amended  (the  "Exchange
                  Act"), holds or acquires,  directly or indirectly,  beneficial
                  ownership  (within the meaning of Rule 13d-3 promulgated under
                  the  Exchange  Act) of a number of shares of capital  stock of
                  the Company which  constitutes  fifty percent (50%) or more of
                  the combined  voting power of the Company's  then  outstanding
                  capital stock then entitled to vote  generally in the election
                  of directors;

                  (b) the persons who were  members of the Board of Directors of
                  the  Company  immediately  prior to a tender  offer,  exchange
                  offer,   contested   election,   or  any  combination  of  the
                  foregoing,  cease to  constitute  a  majority  of the Board of
                  Directors of the Company;

                  (c) the adoption by the Board of Directors of the Company of a
                  merger,  consolidation,  or reorganization  plan involving the
                  Company in which the Company is not the surviving entity, or a
                  sale of all or substantially all of the assets of the Company.
                  For purposes of this Agreement, a sale of all or substantially
                  all of the assets of the  Company  shall be deemed to occur if
                  any Person  acquires (or during the 12-month  period ending on
                  the date of the most recent  acquisition  by such Person,  has
                  acquired)  gross  assets of the Company that have an aggregate
                  fair  market  value equal to fifty  percent  (50%) of the fair
                  market  value  of all  of  the  gross  assets  of the  Company
                  immediately  prior to such  acquisition or  acquisitions.  The
                  sale of the Bank shall be deemed to be a sale of substantially
                  all the assets of the Company;

                  (d) a tender  offer or  exchange  offer is made by any  Person
                  which is  successfully  completed  and which  results  in such
                  Person  beneficially  owning (within the meaning of Rule 13d-3
                  promulgated under the Exchange Act) either fifty percent (50%)
                  or more of the Company's  outstanding  shares of capital stock
                  or shares of capital  stock having fifty percent (50%) or more
                  of the combined voting power of the Company's then outstanding
                  capital stock (other than an offer made by the  Company),  and
                  sufficient  shares are acquired  under the offer to cause such
                  person to own fifty percent (50%) or more of the voting power;
                  or

                  (e) a  Distribution  Date,  as defined in Section  3(a) of the
                  Rights Agreement dated as of November 4, 2002,  between Matrix
                  Bancorp,   Inc.  and  Computershare   Trust  Company  ("Rights
                  Agreement"), and/or any other transaction or series of related

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                  transactions  occurring which have or would have substantially
                  the  same  effect  as  a   transaction   that  would  cause  a
                  Distribution  Date  pursuant  to  Section  3(a) of the  Rights
                  Agreement  as  in  effect  on  the  effective   date  of  this
                  Agreement,  regardless  of whether any provision of the Rights
                  Agreement  is  subsequently  waived or amended to prevent  the
                  issuance of Right Certificates (as defined in Section 3 of the
                  Rights  Agreement)  or  whether  the  Right  Certificates  are
                  redeemed in connection with the transaction or series; or

                  (f) any other  transactions or series of related  transactions
                  occurring  which  have  substantially  the same  effect as the
                  transactions specified in any of the preceding clauses of this
                  Section 1.04;

         provided,  however,  that a  shareholder  may make any of the following
         transfers  and such  transfer  shall be  deemed  not to be a Change  of
         Control unless such transfer causes a Distribution Date as described in
         Section 1.04(e) above:

                  (i) to any trust described section 1361(c)(2) of the Code that
                  is created  solely for the benefit of any  shareholder  or any
                  spouse of or any lineal descendant of any shareholder;

                  (ii) to any individual by bona fide gift;

                  (iii) to any spouse or former spouse  pursuant to the terms of
                  a decree of divorce;

                  (iv) to any officer or employee of the Company pursuant to any
                  incentive stock option plan  established by the  shareholders;
                  or

                  (v) to any family member.

                      ARTICLE 2. CHANGE OF CONTROL BENEFITS

2.1.     Immediately  prior to the  effective  time of a Change of Control,  the
         Company shall pay  Executive,  in cash, a lump sum payment equal to one
         hundred and fifty percent  (150%) of his Average  Annual  Compensation,
         less  withholding  required to be paid or withheld in  accordance  with
         federal, state, or local law or regulation.

2.2.     If  Executive,  prior to a Change of  Control,  voluntarily  resigns or
         voluntarily  severs his  employment  with the  Company  for any reason,
         including death or permanent disability, or is discharged or terminated
         by the Company for Cause,  then the  Executive  will not be entitled to
         any benefits under this Agreement.

2.3      Notwithstanding  any  provision  of  this  Agreement  to the  contrary,
         amounts  payable under this  Agreement  shall be made without regard to

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         whether such payment would cause the aggregate of all compensation paid
         to Executive  by the Company to be a parachute  payment  under  Section
         280G of the Code.

                           ARTICLE 3. CONFIDENTIALITY

         The Executive and the Company agree that the terms of this Agreement as
well as the  discussions  preliminary to, or relating to, this Agreement will be
kept  strictly  confidential,  except as disclosure is required by law or deemed
appropriate by the Company's securities counsel.

                   ARTICLE 4. COMPLETE AND VOLUNTARY AGREEMENT

4.1.     The promises of the Company  contained in this  Agreement are the whole
         consideration for this Agreement.

4.2.     Executive  intends to be legally bound by this Agreement and has signed
         and delivered it voluntarily,  without coercion,  and with knowledge as
         to the nature and consequences thereof.

4.3.     The  Company  intends to be  legally  bound by this  Agreement  and has
         signed  and  delivered  it  voluntarily,  without  coercion,  and  with
         knowledge as to the nature and consequences thereof.

4.4.     It is  understood  and agreed that this  Agreement  contains the entire
         agreement  between  the  parties  and  supersedes  any  and  all  prior
         agreements,  arrangements, or undertakings between the parties relating
         to the subject matter. No oral understandings,  statements, promises or
         inducements  contrary  to the  terms  of  this  Agreement  exist.  This
         Agreement  cannot be changed  orally and any changes or  amendments  to
         this Agreement must be signed by all parties affected by the changes or
         amendment.

                       ARTICLE 5. TERMINATION OF AGREEMENT

         This Agreement  will  terminate upon the earlier of the following:  (i)
the occurrence of a Change of Control and the payment of the special termination
benefit described in Section 2.1, or (ii) the Executive's  voluntary resignation
or voluntary severance of employment with the Company for any reason,  including
death or permanent  disability,  or discharge or  termination by the Company for
Cause.

                               ARTICLE 6. GENERAL

6.1.     Severability.  The Executive and the Company agree that each  provision
         of this  Agreement  shall be  enforceable  independent  of every  other
         provision  and  in  the  event  any  provision  of  this  Agreement  is
         determined to be unenforceable for any reason, the remaining provisions
         will remain effective, binding, and enforceable.

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6.2.     Successors And Assigns of Company.  The Executive and the Company agree
         that this  Agreement  shall be fully  assignable  by the Company to any
         successor-in-interest resulting from a transaction described in Section
         1.4(c), without the consent of the Executive,  and this Agreement shall
         be fully enforceable by any successor or assignee.

6.3.     Not  Assignable by the  Executive.  The Executive and the Company agree
         that this  Agreement  is  personal  to the  Executive  and shall not be
         assignable,  in whole or in part, by the Executive for any reason.  The
         Company  covenants  and agrees  that,  in the event of the  Executive's
         death after a Change of Control,  the Company will continue to make all
         payments  required by this Agreement to the Executive's  estate. In the
         event of the Executive's  death, this Agreement shall be enforceable by
         the Executive's estate, executors, or legal representatives only to the
         extent provided in this Agreement.

6.4.     Choice of Law. The  Executive and the Company agree that the law of the
         State of Colorado will govern the validity and  interpretation  of this
         Agreement.

6.5.     Article and Section Headings.  The titles or headings of the respective
         Article  or  Sections  in  this  Agreement  are  inserted   merely  for
         convenience and shall be given no legal effect.


         IN WITNESS  WHEREOF,  the Company and the Executive  have executed this
Agreement this ________day of _______________, 2003.

                                           EXECUTIVE:


                                           ___________________________________
                                           T. Allen McConnell

                                           THE COMPANY:

                                           MATRIX BANCORP, INC.


                                           By:_________________________________
                                           Name: ______________________________
                                           Title: _____________________________










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