EXHIBIT 3.1


                               Secretary of State
                              Corporations Section


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FILING FEE: $25.00
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Please include a typed
self-addressed envelope

                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION


Pursuant  to the  provisions  of the  Colorado  Business  Corporation  Act,  the
undersigned  corporation  adopts the  following  Articles  of  Amendment  to its
Articles of Incorporation:

FIRST:  The name of the corporation is Matrix Capital Corporation.

SECOND: The following  amendment to the Articles of Incorporation was adopted on
May 1, 1998,  as  prescribed by the Colorado  Business  Corporation  Act, in the
manner marked with an "X" below:

______   No  shares  have  been  issued  or   Directors   Elected  -  Action  by
         Incorporators

______   No shares have been issued but Directors Elected - Action by Directors

______   Such amendment was adopted by the board of directors  where shares have
         been issued and shareholder action was not required.

X        Such amendment was adopted by a vote of the shareholders. The number of
------   shares voted for the amendment was sufficient for approval.

THIRD:  If changing  corporate  name, the new name of the  corporation is Matrix
Bancorp, Inc.

FOURTH:  The manner, if not set forth in such amendment,  in which any exchange,
reclassification, or cancellation of issued shares provided for in the amendment
shall be effected, is as follows:

If these amendments are to have a delayed effective date, please list that date:
______________________
              (Not exceed ninety (90) days from the date of filing)


                                        Signature  /s/ Allen McConnell
                                                  ------------------------------
                                        Title:    Senior Vice President


                                       1
<PAGE>



                        [LETTERHEAD OF STATE OF COLORADO]



April 27, 1998



Peter G. Weinstock
Jenkens & Gilchrist
1445 Ross Avenue, Suite 3200
Dallas, TX  75202

RE:      Matrix Bancorp, Inc.
         Request to Use the Word "Bancorp"

Dear Mr. Weinstock:

The Colorado Division of Banking (Division) has considered the request by Matrix
Capital  Corporation to file corporate  documents with the Colorado Secretary of
State using the name Matrix  Bancorp,  Inc.  for an  organization  that is not a
Colorado  chartered  commercial  bank.  The name is to be used  initially  as an
assumed  name and then as a change  to the  corporate  name.  Acting  under  the
authority  delegated by the Colorado  State Banking  Board,  the Division has no
objection to the request to use the word "BANCORP" in this manner in the filing.

The  Division's  determination  is based on the  representations(s)  that Matrix
Capital Corporation is a unitary holding company that operates various financial
entities in several states including Colorado.

This  determination  does not  constitute  Division  approval for any activities
other  than the filing  described  above.  Specifically,  the  Division  has not
approved this  organization to engage in the banking  business,  other than as a
unitary holding company, or to hold itself out to the public as a bank.. Nor has
the Division approved use of the word "BANCORP" in any other manner.

In taking this action,  the Division relied on  representations  and information
supplied by you and your client.  Should there be a substantive change in any of
the  information  provided,  the Division  staff should be notified at once. All
information submitted with the request will be retained in the Division's file.

Sincerely,

FOR:  COLORADO STATE BANKING BOARD

/s/ Richard J. Fulkerson

Richard J. Fulkerson
State Bank Commissioner


                                       2
<PAGE>


FILING FEE:  $10.00
MUST SUBMIT TWO COPIES
            ---

Please include a typed
self-addressed envelope
         Mail to: Secretary of State
                  Corporations Section
                  1560 Broadway, Suite 200
                  Denver, CO  80202
                  (303) 894-2251
                  Fax (303) 894-2242

                                 CERTIFICATE OF
                              ASSUMED OR TRADE NAME

For office use only

Matrix  Bancorp,  Inc.,  a  corporation  formed  under  the laws of the State of
Colorado,  being  desirous of  transacting  a portion of its  business  under an
assumed or trade name as  permitted  by  7-71-101,  Colorado  Revised  Statutes,
hereby certifies:

1. The location of its principal  office is: 1380 Lawrence  Street,  Suite 1410,
Denver, Colorado 80204.

2. The name,  other than its own,  under which business is carried on is: Matrix
Bancorp.

3. A brief description of the kind of business  transacted under such assumed or
trade name is: a specialized financial service company.

                                       MATRIX BANCORP, INC.



                                        By  /s/ T. Allen McConnell        ,
                                          --------------------------------
                                          T. Allen McConnell
                                          Senior Vice President


                                       3
<PAGE>


                        [LETTERHEAD OF STATE OF COLORADO]



April 27, 1998



Peter G. Weinstock
Jenkens & Gilchrist
1445 Ross Avenue, Suite 3200
Dallas, TX  75202

         RE:      Matrix Bancorp, Inc.
                  Request to Use the Word "Bancorp"

Dear Mr. Weinstock:

The Colorado Division of Banking (Division) has considered the request by Matrix
Capital  Corporation to file corporate  documents with the Colorado Secretary of
State using the name Matrix  Bancorp,  Inc.  for an  organization  that is not a
Colorado  chartered  commercial  bank.  The name is to be used  initially  as an
assumed  name and then as a change  to the  corporate  name.  Acting  under  the
authority  delegated by the Colorado  State Banking  Board,  the Division has no
objection to the request to use the word "BANCORP" in this manner in the filing.

The  Division's  determination  is based on the  representations(s)  that Matrix
Capital Corporation is a unitary holding company that operates various financial
entities in several states including Colorado.

This  determination  does not  constitute  Division  approval for any activities
other  than the filing  described  above.  Specifically,  the  Division  has not
approved this  organization to engage in the banking  business,  other than as a
unitary holding company, or to hold itself out to the public as a bank.. Nor has
the Division approved use of the word "BANCORP" in any other manner.

In taking this action,  the Division relied on  representations  and information
supplied by you and your client.  Should there be a substantive change in any of
the  information  provided,  the Division  staff should be notified at once. All
information submitted with the request will be retained in the Division's file.

Sincerely,

FOR:   COLORADO STATE BANKING BOARD

/s/ Richard J. Fulkerson

Richard J. Fulkerson
State Bank Commissioner


                                       4
<PAGE>


                               SECRETARY OF STATE
                               CORPORATION SECTION

Please include a typed
self-addressed envelope

MUST BE TYPED
FILING FEE: $60.00
MUST SUBMIT TWO COPIES


                              RESTATED ARTICLES OF
                          INCORPORATION WITH AMENDMENTS

Pursuant  to the  provisions  of the  Colorado  Business  Corporation  Act,  the
undersigned  corporation  adopts the following  amended and restated Articles of
Incorporation. These articles correctly set forth the provisions of the Articles
of   Incorporation,   as  amended,   and  supersede  the  original  Articles  of
Incorporation and all amendments thereto.

FIRST: The name of the corporation is Matrix Capital Corporation

SECOND:  The  following  amended and  restated  Articles of  Incorporation  were
adopted in the manner marked with an "X" below:

______ The amended and restated  Articles of  Incorporation  were adopted by the
board of directors  where no shares have been issued,  or no shareholder  action
required.

X      The amended and restated  Articles of  Incorporation  were adopted by a
------ vote of the  shareholders.  The number of shares  voted for the amended
and restated Articles of Incorporation was sufficient for approval.

______ The amended and restated  Articles of  Incorporation  were adopted by the
incorporators  where no shares  have been  issued or  directors  elected,  or no
shareholder action required.

THIRD:  The name of the corporation as amended is: Not applicable - name did not
change

             ATTACH A COPY OF YOUR AMENDED AND RESTATED ARTICLES OF
                                  INCORPORATION



                                     MATRIX CAPITAL CORPORATION

                                     Signature  /s/ Guy A. Gibson
                                              ---------------------------------
                                     Title    President




                                       5

<PAGE>


                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                           MATRIX CAPITAL CORPORATION


         Pursuant to the Colorado  Business  Corporation  Act,  the  undersigned
corporation adopts the following Amended and Restated Articles of Incorporation:

         FIRST:  The name of the corporation is Matrix Capital  Corporation (the
"Corporation").

         SECOND:  The  Corporation is organized for any legal and lawful purpose
pursuant to the Colorado Business Corporation Act (the "CBCA").

         THIRD: The aggregate number of shares which the Corporation  shall have
the  authority to issue is 50,000,000  shares of common stock,  par value $.0001
per share,  and 5,000,000 shares of preferred stock, par value $.0001 per share.
The Board of Directors is  authorized  by  resolution  to divide said  preferred
stock into series,  to fix the number of shares of any series of preferred stock
and to determine or alter the rights, preferences,  privileges, and restrictions
granted to or imposed upon any wholly  unissued  series of preferred  stock and,
within the limits and  restrictions  stated in any  resolution or resolutions of
the Board of Directors  originally  fixing the number of shares  constituting  a
series of preferred  stock,  to decrease the authorized  number of shares within
such  series  (but not below  the  number  of  shares  in any such  series  then
outstanding).

         FOURTH:  No  shareholder  shall have the right to  cumulate  his or her
votes in an election of directors or for any other matter(s) to be voted upon by
the shareholders of the Corporation.

         FIFTH:  No  shareholder  shall have a  preemptive  right to acquire any
shares or securities of any kind, whether now or hereafter authorized, which may
at any time be issued, sold or offered for sale by the Corporation.

         SIXTH: The address of the registered  office of the Corporation is 1675
Broadway,  Denver,  Colorado 80202; and the name of its registered agent at such
address is THE CORPORATION COMPANY.

         SEVENTH:  The address of the initial principal place of business of the
Corporation is 1380 Lawrence Street, Suite 1410, Denver, Colorado 80204.

         EIGHTH:  The number of  directors  constituting  the  initial  board of
directors of the Corporation at the time of its  incorporation  was four (4) and
the  name and  address  of the  persons  who,  after  incorporation,  served  as
directors until the first annual meeting of shareholders were:

                                    D. Mark Spencer
                                    1380 Lawrence Street, Suite 1410
                                    Denver, Colorado 80204

                                    Thomas M. Piercy
                                    1380 Lawrence Street, Suite 1410
                                    Denver, Colorado 80204

                                    Richard V. Schmitz
                                    1380 Lawrence Street, Suite 1410
                                    Denver, Colorado 80204


                                       6
<PAGE>


                                    Guy A. Gibson
                                    1380 Lawrence Street, Suite 1410
                                    Denver, Colorado 80204

         The  number  of  persons  to serve on the Board of  Directors  shall be
hereafter fixed by the Bylaws of the Corporation.

         The Board of  Directors,  other  than  those who may be  elected by the
holders of any class or series of stock having  preference over the Common Stock
as to dividends or upon liquidation,  shall be divided, with respect to the time
during  which they  shall hold  office,  into three  classes as nearly  equal in
number as  possible,  with the  initial  term of office of the Class I directors
expiring at the annual meeting of  shareholders to be held in 1997, of the Class
II directors expiring at the next succeeding annual meeting of shareholders, and
of the Class III directors  expiring at the second  succeeding  annual  meeting,
with all such  directors to hold office until their  successors  are elected and
qualified.  Any  increase  or  decrease  in the  number  of  directors  shall be
apportioned by the Board of Directors so that all classes of directors  shall be
as nearly equal in number as possible.  At each annual meeting of  shareholders,
directors  chosen to succeed  those whose terms then expire  shall be elected to
hold office for a term expiring at the annual  meeting of  shareholders  held in
the third year following the year of their  election and until their  successors
are duly elected and qualified.

         NINTH:  The name and address of the incorporator is:

                                    Norman C. Storey
                                    40 North Central, Suite 2700
                                    Phoenix, Arizona 85004

         TENTH: The officers,  directors and employees of the Corporation  shall
be indemnified  to the maximum  extent  permitted by Article 109 of the CBCA, as
the same may be amended from time to time.  Any repeal or  modification  of this
Article Tenth by the shareholders of the Corporation  shall be prospective only,
and shall not adversely affect any indemnification obligation of the Corporation
existing at the time of such repeal or modification.

         ELEVENTH:  Nominations for the election of directors may be made by the
Board of Directors or a committee  appointed by the Board of Directors or by any
shareholder entitled to vote in the election of directors generally.  However, a
shareholder entitled to vote in the election of directors generally may nominate
one or more  persons for  election  as  directors  at a meeting  only if written
notice of such  shareholder's  intent to make such nomination or nominations has
been delivered to or mailed and received by the Secretary of the  Corporation at
the  principal  executive  offices  of the  Corporation  not later than (A) with
respect to an election to be held at an annual meeting of  shareholders,  ninety
(90) days  prior to the date one year  after the  immediately  preceding  annual
meeting of  shareholders,  and (B) with  respect to an  election to he held at a
special meeting of  shareholders,  the close of business on the tenth (10th) day
following  the  date  on  which  notice  of  such  meeting  is  first  given  to
shareholders.  Each such notice shall set forth: (i) the name and address of the
shareholder  who intends to make the  nomination and of the person or persons to
be nominated;  (ii) a representation  that the shareholder is a holder of record
of stock of the  Corporation  entitled  to vote at such  meeting  and intends to
appear in person or by proxy at the  meeting to  nominate  the person or persons
specified  in  the  notice;   (iii)  a  description  of  all   arrangements   or
understandings  between the shareholder and each nominee and any other person or
persons  (naming  such person or persons)  pursuant to which the  nomination  or
nominations  are to be made by the  shareholder;  (iv)  such  other  information
regarding each nominee  proposed by such  shareholder as would be required to be
included  in a  proxy  statement  filed  pursuant  to  the  proxy  rules  of the
Securities and Exchange Commission,  had the nominee been nominated, or intended
to be nominated, by the Board of Directors;  and (v) the consent of each nominee
to serve as a director of the Corporation if so elected.  The presiding  officer
at the meeting may refuse to  acknowledge  the nomination of any person not made
in compliance with the foregoing procedure.

         TWELFTH:  At an annual meeting of the shareholders,  only such business
shall be conducted  as shall have been  brought  before the meeting (A) by or at
the  direction  of the  Board  of  Directors  or (B) by any  shareholder  of the
Corporation  who complies with the notice  procedures  set forth in this Article
Twelfth.  For  business to be  properly  brought  before an annual  meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the Corporation.  To be timely, a shareholder's  notice must be
delivered to or mailed and received at the  principal  executive  offices of the
Corporation,  not less than twenty (20) days nor more than fifty (50) days prior
to the meeting; provided,  however, that in the event that less than thirty (30)
days' notice or prior public  disclosure  of the date of the meeting is given or

                                       7
<PAGE>

made  to the  shareholders,  notice  by the  shareholder  to be  timely  must be
received not later than the close of business on the tenth (10th) day  following
the day on which  such  notice of the date of the annual  meeting  was mailed or
such public  disclosure was made. A shareholder's  notice to the Secretary shall
set forth as to each matter the shareholder  proposes to bring before the annual
meeting the  following  information:  (i) a brief  description  of the  business
proposed to be brought  before the annual meeting and the reasons for conducting
such business at the annual meeting;  (ii) the name and address,  as they appear
on the Corporation's  books, of the shareholder  proposing such business;  (iii)
the  number of shares of the  Corporation  which are  beneficially  owned by the
shareholder; and (iv) any material interest of the shareholder in such business.
The presiding  officer at an annual meeting shall, if he determines the facts so
warrant, determine and declare to the meeting that the business was not properly
brought before the meeting and in accordance with the provisions of this Article
Twelfth.  Upon such  determination  and  declaration,  the business not properly
brought  before  the  meeting  shall  not  be  transacted.  Notwithstanding  the
foregoing  provisions of this Article Twelfth,  a shareholder  seeking to have a
proposal  included in the  Corporation's  proxy  statement shall comply with the
requirements  of Regulation  14A under the  Securities  Exchange Act of 1934, as
amended.

         THIRTEENTH:  No director of the Corporation  shall be personally liable
to the  Corporation  or any  of its  shareholders  for  damages  for  breach  of
fiduciary  duty  as a  director  involving  any act or  omission  of any of such
director except,  that the foregoing provision shall not eliminate the liability
of a director to the Corporation or to its shareholders for monetary damages for
any  breach of the  director's  duty of  loyalty  to the  Corporation  or to its
shareholders,  acts or omissions  not in good faith or which invoke  intentional
misconduct or a knowing violation of law, acts specified in Section 7-108-403 of
the CBCA,  or any  transaction  from which the director  directly or  indirectly
derived an improper personal benefit.

         Neither the  amendment nor repeal of this Article  Thirteenth,  nor the
adoption of any  provision of the Articles of  Incorporation  inconsistent  with
this  Article  Thirteenth  shall  eliminate or reduce the effect of this Article
Thirteenth with respect to any matter occurring, or any cause of action, suit or
claim that, but for this Article Thirteenth would accrue or arise, prior to such
amendment, repeal or adoption of any inconsistent provision.

         FOURTEENTH:  A vote of the majority of shares  entitled to be cast with
respect to the following  matters shall be required before the matter shall have
been approved by the shareholders of the Corporation:

                  (i) amendment of the Corporation's  Articles of Incorporation,
         as contemplated in Section 7-110-103 of the CBCA;

                  (ii)  approval  of a plan of  merger  or  share  exchange,  as
         contemplated in Section 7-111-103 of the CBCA;

                  (iii)  approval  of  the  sale,  lease,   exchange,  or  other
         disposition,  of  all,  or  substantially  all,  of  the  Corporation's
         property,  with or without  goodwill,  otherwise  than in the usual and
         regular  course of  business of the  Corporation,  as  contemplated  in
         Section 7-112-102(1) of the CBCA;

                  (iv)  approval of a proposal to dissolve the  Corporation,  as
         contemplated in Section 7-114-102 of the CBCA; and

                  (v)  approval of a proposal to revoke the  dissolution  of the
         Corporation, as contemplated in Section 7-114-104 of the CBCA.

         IN WITNESS WHEREOF, the undersigned has duly executed these Amended and
Restated Articles of Incorporation as of the 20th day of September, 1996.

                                     MATRIX CAPITAL CORPORATION



                                     By: /s/  Guy A. Gibson
                                        --------------------------------------
                                        Guy A. Gibson,
                                        President

                                       8
<PAGE>

STATEMENT OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT, OR BOTH
Form 150 Revised July 1, 2002
Filing fee:  $5.00
Deliver 3* copies to:  Colorado Secretary of State
Business Division, 1560 Broadway, Suite 200
Denver, CO 80202-5169
This document must be typed or machine printed
Copies of filed documents may be obtained at www.sos.state.co.us
                                             -------------------

Pursuant to Title 7, Colorado  Revised Statutes  (C.R.S.),  the individual named
below causes the following  statement to be delivered to the Colorado  Secretary
of State for filing:

1.

 The name of the entity is:  Matrix  Bancorp, Inc.
                           -----------------------------------------------------
                           (must  be  exactly  as shown  on the  records  of the
                           Secretary of State)
organized under the laws of   Colorado              (state or country of origin)
                            ------------------------

2. If above entity is foreign,  the assumed entity name, if any, currently using
in Colorado:
            --------------------------------------------------------------------

--------------------------------------------------------------------------------

3. The  street  address  of its  current  registered  office  (according  to the
existing records of the Secretary of State) is:

--------------------------------------------------------------------------------

4. If the registered office address is to be changed,  the street address of the
new registered office is:
                         -------------------------------------------------------

--------------------------------------------------------------------------------
(must  be  a  street  or  other  physical   address  in  Colorado)  If  mail  is
undeliverable to this address, ALSO include a post office address:

5. The name of its current  registered  agent (according to the existing records
of the Secretary of State) is:
                              --------------------------------------------------

6. If the  registered  agent is to be  changed,  the name of the new  registered
agent is:
         -----------------------------------------------------------------------

--------------------------------------------------------------------------------

7.   If the  registered  agent is changing the street  address of the registered
     agent's business address,  notice of the change has been given to the above
     named entity.

8.   The street addresses of its registered office and of the business office of
     its registered agent, as changed, will be identical.

9.   (Optional)  Address of its  principal  place of business is: 1380  Lawrence
                                                                 ---------------
     Street  #1400  Denver,  CO 80204 and if  changed,  the new  address  of its
     --------------------------------
     principal place of business is: 700 17th Street #2400 Denver, CO 80202
                                    -------------------------------------------

10.  The (a) name or names, and (b) mailing address or addresses,  of any one or
     more of the individuals who cause this document to be delivered for filing,
     and to whom the  Secretary  of State may  deliver  notice if filing of this
     document is refused, are: Jill Jepson 700 17 Street #2400 Denver, CO 80202
                              --------------------------------------------------

*NOTE: If this document is changing the registered  office or registered  agent,
the Secretary of State must deliver a copy of the document (1) to the registered
office as last designated  before the change and (2) the principal office of the
entity.


                                       9
<PAGE>


            ARTICLES OF AMENDMENT TO STATE TERMS OF SERIES OF SHARES
                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
                                       of
                              MATRIX BANCORP, INC.
                      Pursuant to Chapter 7-106-102 of the
                       Colorado Business Corporations Act


         Pursuant to the provisions of the Colorado  Business  Corporation  Act,
the  undersigned,  a corporation  organized  and existing  under the laws of the
State of Colorado, adopts the following Articles of Amendment to its Amended and
Restated Articles of Incorporation:

         FIRST:   The name of the Corporation is Matrix Bancorp, Inc.

         SECOND:  The manner,  if not set forth in the amendments,  in which any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows: Not applicable.

         THIRD: The following  amendments were adopted by the Board of Directors
of the Corporation  without  shareholder  action,  the unanimous  consent of the
Board of Directors  sufficient for approval in accordance with the provisions of
the Colorado Business  Corporation Act, in the manner prescribed by the Colorado
Business  Corporation Act pursuant to the authority  conferred upon the Board of
Directors  of the  Corporation  by the  provisions  of the Amended and  Restated
Articles of Incorporation on October 30, 2002.

                  RESOLVED,  that pursuant to the authority  vested in the Board
         of Directors of this  Corporation in accordance  with the provisions of
         the  Amended  and  Restated  Articles  of  Incorporation,  a series  of
         Preferred Stock designated as "Series A Junior Participating  Preferred
         Stock," par value $0.01 per share,  of the Corporation be and hereby is
         created,  and that the designation and number of shares thereof and the
         voting  and other  powers,  preferences  and  relative,  participating,
         optional  or  other  rights  of the  shares  of  such  series  and  the
         qualifications, limitations and restrictions thereof are as follows:

                  Series A Junior Participating Preferred Stock

         1.  Designation and Amount.  There shall be a series of Preferred Stock
that shall be designated as "Series A Junior Participating Preferred Stock," and
the number of shares  constituting  such series shall be 15,000.  Such number of
shares may be increased or decreased by  resolution  of the Board of  Directors;
provided,  however, that no decrease shall reduce the number of shares of Series
A Junior  Participating  Preferred  Stock to less than the number of shares then
issued and  outstanding  plus the number of shares  issuable  upon  exercise  of
outstanding  rights,  options or  warrants  or upon  conversion  of  outstanding
securities issued by the Corporation.

         2.       Dividends and Distributions.

                  (A) Subject to the prior and superior  right of the holders of
any shares of any class or series of stock of the Corporation  ranking prior and
superior  to the shares of Series A Junior  Participating  Preferred  Stock with
respect to  dividends,  the  holders of shares of Series A Junior  Participating
Preferred Stock,  shall be entitled to receive,  when, as and if declared by the
Board of Directors  out of funds legally  available  for the purpose,  quarterly
dividends  payable in cash on the 15th day of January,  April, July and October,
in each year (each such date being  referred to herein as a "Quarterly  Dividend
Payment Date"),  commencing on the first Quarterly  Dividend  Payment Date after
the  first  issuance,  of a share  or  fraction  of a share  of  Series A Junior
Participating  Preferred  Stock,  in an amount per share (rounded to the nearest
cent) equal to the Adjustment  Number (as defined below) times the aggregate per
share  amount  of all  cash  dividends,  and the  Adjustment  Number  times  the
aggregate per share amount (payable in kind) of all non-cash  dividends or other
distributions  other  than a  dividend  payable  in shares of Common  Stock or a
subdivision of the outstanding  shares of Common Stock (by  reclassification  or
otherwise),  declared on the Common Stock,  par value $0.0001 per share,  of the

                                       10
<PAGE>

Corporation  (the "Common  Stock")  since the  immediately  preceding  Quarterly
Dividend Payment Date, or, with respect to the first Quarterly  Dividend Payment
Date,  since the first  issuance of any share or fraction of a share of Series A
Junior Participating Preferred Stock. The "Adjustment Number" shall initially be
1000. If the  Corporation  shall at any time after November 4, 2002 (the "Rights
Declaration  Date"), (i) declare and pay any dividend on Common Stock payable in
shares of Common Stock,  (ii)  subdivide the  outstanding  Common Stock or (iii)
combine the  outstanding  Common Stock into a smaller number of shares,  then in
each such case the Adjustment  Number in effect  immediately prior to such event
shall be adjusted  by  multiplying  such  Adjustment  Number by a fraction,  the
numerator  of  which  is the  number  of  shares  of  Common  Stock  outstanding
immediately  after  such  event and the  denominator  of which is the  number of
shares of Common Stock that were outstanding immediately prior to such event.

                  (B) The  Corporation  shall declare a dividend or distribution
on the Series A Junior  Participating  Preferred  Stock as provided in paragraph
(A) above immediately after it declares a dividend or distribution on the Common
Stock (other than a dividend payable in shares of Common Stock).

                  (C) The  Board  of  Directors  may fix a  record  date for the
determination  of holders of shares of Series A Junior  Participating  Preferred
Stock  entitled  to  receive  payment  of a dividend  or  distribution  declared
thereon, which record date shall be no more than 60 days prior to the date fixed
for the payment thereof.

         3.   Voting   Rights.   The  holders  of  shares  of  Series  A  Junior
Participating Preferred Stock shall have the following voting rights:

                  (A) Each  share of  Series  A Junior  Participating  Preferred
Stock  shall  entitle  the  holder  thereof  to a number  of votes  equal to the
Adjustment  Number on all matters submitted to a vote of the shareholders of the
Corporation.

                   (B)  Except as  required  by law and by  Section  10  hereof,
holders of Series A Junior  Participating  Preferred Stock shall have no special
voting rights and their consent shall not be required (except to the extent they
are  entitled  to vote with  holders of Common  Stock as set forth  herein)  for
taking any corporate action.

         4.       Certain Restrictions.

                  (A)  Whenever  quarterly   dividends  or  other  dividends  or
distributions  payable on the Series A Junior  Participating  Preferred Stock as
provided  in Section 2 are in  arrears,  thereafter  and until all  accrued  and
unpaid dividends and distributions, whether or not declared, on shares of Series
A Junior Participating Preferred Stock outstanding shall have been paid in full,
the Corporation shall not:

                           (i)  declare  or pay  dividends  on,  make any  other
distributions  on, or redeem or purchase or otherwise  acquire for consideration
any shares of stock ranking junior (either as to dividends or upon  liquidation,
dissolution or winding up) to the Series A Junior Participating Preferred Stock;

                           (ii)  declare or pay  dividends  on or make any other
distributions on any shares of stock ranking on a parity (either as to dividends
or upon  liquidation,  dissolution  or  winding  up)  with  the  Series A Junior
Participating  Preferred  Stock,  except  dividends paid ratably on the Series A
Junior  Participating  Preferred  Stock  and all  such  parity  stock  on  which
dividends  are payable or in arrears in proportion to the total amounts to which
the holders of all such shares are then entitled; or

                           (iii) purchase or otherwise acquire for consideration
any shares of Series A Junior  Participating  Preferred  Stock, or any shares of
stock  ranking  on a parity  with the  Series A Junior  Participating  Preferred
Stock,  except  in  accordance  with a  purchase  offer  made in  writing  or by
publication (as determined by the Board of Directors) to all holders of Series A
Junior Participating Preferred Stock, or to such holders and holders of any such
shares ranking on a parity therewith, upon such terms as the Board of Directors,
after  consideration of the respective  annual dividend rates and other relative
rights and preferences of the respective series and classes,  shall determine in
good faith will  result in fair and  equitable  treatment  among the  respective
series or classes.

                  (B) The  Corporation  shall not permit any  subsidiary  of the
Corporation  to purchase or otherwise  acquire for  consideration  any shares of
stock of the Corporation  unless the Corporation  could,  under paragraph (A) of
this Section 4,  purchase or  otherwise  acquire such shares at such time and in
such manner.

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<PAGE>

         5.  Reacquired  Shares.  Any  shares of  Series A Junior  Participating
Preferred Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever  shall be retired  promptly after the acquisition  thereof.  All such
shares shall upon their  retirement  become  authorized  but unissued  shares of
Preferred  Stock and may be reissued as part of a new series of Preferred  Stock
to be created by resolution or resolutions of the Board of Directors, subject to
any conditions and restrictions on issuance set forth herein.

         6.  Liquidation,  Dissolution or Winding Up. (A) Upon any  liquidation,
dissolution  or  winding  up of the  Corporation,  voluntary  or  otherwise,  no
distribution  shall be made to the  holders  of shares of stock  ranking  junior
(either as to dividends or upon  liquidation,  dissolution or winding up) to the
Series A Junior Participating Preferred Stock unless, prior thereto, the holders
of shares of Series A Junior  Participating  Preferred Stock shall have received
an amount per share (the "Series A Liquidation Preference") equal to the greater
of (i)  $1.00  plus  an  amount  equal  to  accrued  and  unpaid  dividends  and
distributions  thereon whether or not declared,  to the date of such payment, or
(ii) the  Adjustment  Number  times the per  share  amount of all cash and other
property to be distributed in respect of the Common Stock upon such liquidation,
dissolution or winding up of the Corporation.

                  (B) If, however,  there are not sufficient assets available to
permit  payment  in  full  of  the  Series  A  Liquidation  Preference  and  the
liquidation  preferences  of all  other  classes  and  series  of  stock  of the
Corporation,   if  any,  that  rank  on  a  parity  with  the  Series  A  Junior
Participating  Preferred Stock in respect thereof, then the assets available for
such  distribution  shall be distributed  ratably to the holders of the Series A
Junior  Participating  Preferred  Stock and the holders of such parity shares in
proportion to their respective liquidation preferences.

                  (C) Neither  the merger or  consolidation  of the  Corporation
into or with another  corporation nor the merger or  consolidation  of any other
corporation  into or with the  Corporation  shall be deemed to be a liquidation,
dissolution or winding up of the Corporation  within the meaning of this Section
6.

         7. Consolidation, Merger, Etc. In case the Corporation shall enter into
any  consolidation,  merger,  combination  or other  transaction  in  which  the
outstanding shares of Common Stock are exchanged for or changed into other stock
or securities,  cash and/or any other property, then in any such case each share
of  Series A Junior  Participating  Preferred  Stock  shall at the same  time be
similarly  exchanged  or changed in an amount per share equal to the  Adjustment
Number times the aggregate  amount of stock,  securities,  cash and/or any other
property  (payable  in kind),  as the case may be,  into which or for which each
share of Common Stock is changed or exchanged.

         8. No  Redemption.  Shares of Series A Junior  Participating  Preferred
Stock shall not be subject to redemption by the Company.

         9. Ranking.  The Series A Junior  Participating  Preferred  Stock shall
rank  junior to all other  series of the  Preferred  Stock as to the  payment of
dividends, and as to the distribution of assets upon liquidation, dissolution or
winding up,  unless the terms of any such series shall  provide  otherwise,  and
shall rank senior to the Common Stock as to such matters.

         10.  Amendment.  At any  time  that  any  shares  of  Series  A  Junior
Participating Preferred Stock are outstanding,  the Articles of Incorporation of
the Corporation  shall not be amended in any manner that would  materially alter
or change  the  powers,  preferences  or  special  rights of the Series A Junior
Participating Preferred Stock so as to affect them adversely without


                                       12
<PAGE>


the affirmative  vote of the holders of two-thirds of the outstanding  shares of
Series A Junior Participating Preferred Stock, voting separately as a class.

         11. Fractional Shares.  Series A Junior  Participating  Preferred Stock
may be  issued in  fractions  of a share  that  shall  entitle  the  holder,  in
proportion to such holder's factional shares, to exercise voting rights, receive
dividends,  participate  in  distributions  and to have the benefit of all other
rights of holders of Series A Junior Participating Preferred Stock.

         IN WITNESS WHEREOF,  the undersigned has executed this Certificate this
6th day of November, 2002.

                                          MATRIX BANCORP, INC.


                                          By:   /s/ D. Mark Spencer
                                             -----------------------------------
                                          Name:  D. Mark Spencer
                                               ---------------------------------
                                          Title: President
                                                --------------------------------








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