Exhibit 10.6


                  AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                         MATRIX BANCORP CAPITAL TRUST II

                                       OF

                              MATRIX BANCORP, INC.





                           Dated as of March 28, 2001







<PAGE>



                                TABLE OF CONTENTS

                                                                            Page


ARTICLE I INTERPRETATION AND DEFINITIONS.....................................2

      Section 1.1   Definitions..............................................2

ARTICLE II TRUST INDENTURE ACT...............................................8

      Section 2.1   Trust Indenture Act; Application.........................8
      Section 2.2   Lists of Holders of Securities...........................8
      Section 2.3   Reports by the Property Trustee..........................9
      Section 2.4   Periodic Reports to Property Trustee.....................9
      Section 2.5   Evidence of Compliance with Conditions Precedent.........9
      Section 2.6   Events of Default; Waiver................................9
      Section 2.7   Default; Notice.........................................11

ARTICLE III ORGANIZATION....................................................12

      Section 3.1   Name....................................................12
      Section 3.2   Office..................................................12
      Section 3.3   Purpose.................................................12
      Section 3.4   Authority...............................................12
      Section 3.5   Title to Property of the Trust..........................12
      Section 3.6   Powers and Duties of the Administrative Trustees........13
      Section 3.7   Prohibition of Actions by the Trust and the Trustees....15
      Section 3.8   Powers and Duties of the Property Trustee...............16
      Section 3.9   Certain  Duties and  Responsibilities  of the  Property
      Trustee.      18
      Section 3.10  Certain Rights of Property Trustee......................20
      Section 3.11  Delaware Trustee........................................22
      Section 3.12  Execution of Documents..................................22
      Section 3.13  Not Responsible for Recitals or Issuance of Securities..23
      Section 3.14  Duration of Trust.......................................23
      Section 3.15  Mergers.................................................23

ARTICLE IV SPONSOR..........................................................25

      Section 4.1   Sponsor's Purchase of Common Securities.................25
      Section 4.2   Responsibilities of the Sponsor.........................25
      Section 4.3   Right to Proceed........................................25
      Section 4.4   Right to Dissolve Trust.................................25

ARTICLE V TRUSTEES..........................................................26

      Section 5.1   Number of Trustees; Appointment of Co-Trustee...........26
      Section 5.2   Delaware Trustee........................................26
<PAGE>

      Section 5.3   Property Trustee; Eligibility...........................27
      Section 5.4   Certain  Qualifications of Administrative  Trustees and
      Delaware Trustee Generally............................................28
      Section 5.5   Administrative Trustees.................................28
      Section 5.6   Appointment, Removal and Resignation of Trustees........29
      Section 5.7   Vacancies Among Trustees................................30
      Section 5.8   Effect of Vacancies.....................................31
      Section 5.9   Meetings................................................31
      Section 5.10  Delegation of Power.....................................31
      Section 5.11  Merger,  Conversion,  Consolidation  or  Succession  to
      Business..............................................................32

ARTICLE VI DISTRIBUTIONS....................................................32

      Section 6.1   Distributions...........................................32

ARTICLE VII ISSUANCE OF SECURITIES..........................................32

      Section 7.1   General Provisions Regarding Securities.................32
      Section 7.2   Execution and Authentication............................33
      Section 7.3   Form and Dating.........................................33
      Section 7.4   Registrar, Paying Agent and Exchange Agent..............34
      Section 7.5   Paying Agent to Hold Money in Trust.....................35
      Section 7.6   Replacement Securities..................................35
      Section 7.7   Outstanding Capital Securities..........................35
      Section 7.8   Capital Securities in Treasury..........................35
      Section 7.9   Temporary Securities....................................36
      Section 7.10  Cancellation............................................36
      Section 7.11  CUSIP Numbers...........................................36

ARTICLE VIII DISSOLUTION OF TRUST...........................................36

      Section 8.1   Dissolution of Trust....................................36

ARTICLE IX TRANSFER OF INTERESTS............................................37

      Section 9.1   Transfer of Securities..................................37
      Section 9.2   Transfer Procedures and Restrictions....................38
      Section 9.3   Deemed Security Holders.................................44

ARTICLE X LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR
OTHERS .....................................................................44

      Section 10.1  Liability...............................................44
      Section 10.2  Exculpation.............................................44
      Section 10.3  Fiduciary Duty..........................................45
      Section 10.4  Indemnification.........................................46
      Section 10.5  Outside Businesses......................................48
<PAGE>

ARTICLE XI ACCOUNTING.......................................................49

      Section 11.1  Fiscal Year.............................................49
      Section 11.2  Certain Accounting Matters..............................49
      Section 11.3  Banking.................................................49
      Section 11.4  Withholding.............................................50

ARTICLE XII AMENDMENTS AND MEETINGS.........................................50

      Section 12.1  Amendments..............................................50
      Section 12.2  Meetings of the Holders; Action by Written Consent......52

ARTICLE XIII REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE.......53

      Section 13.1  Representations and Warranties of Property Trustee......53
      Section 13.2  Representations and Warranties of Delaware Trustee......54

ARTICLE XIV MISCELLANEOUS...................................................55

      Section 14.1  Notices.................................................55
      Section 14.2  Governing Law...........................................56
      Section 14.3  Intention of the Parties................................56
      Section 14.4  Headings................................................56
      Section 14.5  Successors and Assigns..................................56
      Section 14.6  Partial Enforceability..................................57
      Section 14.7  Counterparts............................................57
      Section 14.8  SECTION  14.8  Special   Provisions   Relating  to  the
      Initial Issuance of the Capital Securities............................57

ANNEX I

TERMS OF

      10.18% MMCapSSM
      10.18% COMMON SECURITIES.............................................I-1

EXHIBIT I-1

      FORM OF CAPITAL SECURITY CERTIFICATE...............................I-1-1

EXHIBIT I-2

      FORM OF COMMON SECURITY CERTIFICATE................................I-2-1

ANNEX II

      TRANSFEREE LETTER...................................................II-1

<PAGE>


                             CROSS-REFERENCE TABLE*

  Section of
     Trust
 Indenture Act
  of 1939, as                                                     Section of
    amended                                                      Declaration
----------------                                                ---------------

    310(a)      ............................................         5.3
    310(b)      ............................................    5.3(c); 5.3(d)
    311(a)      ............................................        2.2(b)
    311(b)      ............................................        2.2(b)
    312(a)      ............................................        2.2(a)
    312(b)      ............................................        2.2(b)
      313       ............................................         2.3
    314(a)      ............................................     2.4, 2.7(c);
                                                                    3.6(j)
    314(c)      ............................................         2.5
    315(a)      ............................................     3.6(j); 3.9
    315(b)      ............................................        2.7(a)
    315(c)      ............................................        3.9(a)
    315(d)      ............................................        3.9(b)
    316(a)      ............................................         2.6
    316(c)      ............................................        3.6(e)
    317(a)      ............................................    3.8(e); 3.8(h)
    317(b)      ............................................     3.8(i); 7.5
      318       ............................................         2.1

_______________________________

*       This Cross-Reference Table does not constitute part of this Declaration
        and shall not affect the interpretation of any of its terms or
        provisions.

<PAGE>


                             AMENDED AND RESTATED

                              DECLARATION OF TRUST

                                       OF

                         MATRIX BANCORP CAPITAL TRUST II

                           Dated as of March 28, 2001

                AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") dated
and effective as of March 28, 2001, by and among the Trustees (as defined
herein), the Sponsor (as defined herein) and the Holders (as defined herein),
from time to time, of undivided beneficial interests in the assets of the Trust
to be issued pursuant to this Declaration;

                WHEREAS, the Delaware Trustee (as defined herein) and the
Sponsor established Matrix Bancorp Capital Trust II (the "Trust"), a trust
created under the Delaware Business Trust Act pursuant to a Declaration of Trust
dated as of February 28, 2001 (the "Original Declaration"), and a Certificate of
Trust filed with the Secretary of State of the State of Delaware on March 2,
2001, for the sole purpose of issuing and selling certain securities
representing undivided beneficial interests in the assets of the Trust,
investing the proceeds thereof in certain Debentures of the Debenture Issuer
(each as hereinafter defined), and engaging in only those activities necessary,
advisable or incidental thereto; and

                WHEREAS, all of the Trustees (as defined herein) and the
Sponsor, by this Declaration, amend and restate each and every term and
provision of the Original Declaration;

                WHEREAS, all of the Trustees and the Sponsor, by this
Declaration, ratify the actions of each Trustee taken prior to the date hereof;

                NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a business trust under the Business Trust Act and that
this Declaration constitute the governing instrument of such business trust, the
Trustees declare that all assets contributed to the Trust will be held in trust
for the benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration and, in consideration
of the mutual covenants contained herein and other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties,
intending to be legally bound hereby, amend and restate in its entirety the
Original Declaration and agree as follows:


<PAGE>
                                   ARTICLE I
                         INTERPRETATION AND DEFINITIONS

Section 1.1.Definitions.
            -----------

                Unless the context otherwise requires:

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

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

     (c) all references to "the Declaration" or "this Declaration" are to this
Amended and Restated Declaration of Trust and each Annex and Exhibit hereto, as
modified, supplemented or amended from time to time;

     (d) all references in this Declaration to Articles and Sections and Annexes
and Exhibits are to Articles and Sections of and Annexes and Exhibits to this
Declaration unless otherwise specified;

     (e) a term defined in the Trust Indenture Act has the same meaning when
used in this Declaration unless otherwise defined in this Declaration or unless
the context otherwise requires;

     (f) a term defined in the Indenture (as defined herein) has the same
meaning when used in this Declaration unless otherwise defined in this
Declaration or the context otherwise requires; and

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

     "Administrative Trustee" has the meaning set forth in Section 5.1.

     "Affiliate" has the same meaning as given to that term in Rule 405 under
the Securities Act or any successor rule thereunder.

     "Agent" means any Paying Agent, Registrar or Exchange Agent.

     "Authorized Officer" of a Person means any other Person that is authorized
to legally bind such former Person.

     "Business Day" means any day other than a Saturday, a Sunday, or a day on
which banking institutions in Wilmington, Delaware, Denver, Colorado or New
York, New York are authorized or required by law or executive order to remain
closed.

     "Business Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12
Del. Codess.3801 et seq., as it may be amended from time to time, or any
successor legislation.

     "Capital Securities" has the meaning specified in Section 7.1(a).
<PAGE>

     "Capital Securities Guarantee" means the Capital Securities Guarantee
Agreement, dated as of the Closing Time, entered into by Matrix Bancorp, Inc.
with respect to the Capital Securities.

     "Capital Security Certificate" has the meaning set forth in Section 7.3.

     "Closing Time" means the "Closing Time" as defined in the Purchase
Agreement.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor legislation.

     "Commission" means the United States Securities and Exchange Commission as
from time to time constituted, or if at any time after the execution of this
Declaration such Commission is not existing and performing the duties now
assigned to it under applicable federal securities laws, then the body
performing such duties at such time.

     "Common Securities" has the meaning specified in Section 7.1(a).

     "Common Security Certificate" means a certificate evidencing ownership of
Common Securities, substantially in the form attached as Exhibit A-2.

     "Common Securities Guarantee" means the Common Securities Guarantee
Agreement, dated as of the Closing Time, entered into by Matrix Bancorp, Inc.,
with respect to the Common Securities.

     "Common Securities Subscription Agreement" means the Common Securities
Subscription Agreement, dated as of the Closing Time, between the Trust and
Matrix Bancorp, Inc. relating to the Common Securities.

     "Company Indemnified Person" means (a) any Administrative Trustee; (b) any
Affiliate of any Administrative Trustee; (c) any officers, directors,
shareholders, members, partners, employees, representatives or agents of any
Administrative Trustee; or (d) any officer, employee or agent of the Trust or
its Affiliates.

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

     "Covered Person" means: (a) any officer, director, shareholder, partner,
member, representative, employee or agent of (i) the Trust or (ii) the Trust's
Affiliates; and (b) any Holder of Securities.

     "Debenture Issuer" means Matrix Bancorp, Inc., a Colorado corporation, or
any successor entity resulting from any consolidation, amalgamation, merger or
other business combination, in its capacity as issuer of the Debentures under
the Indenture.
<PAGE>

     "Debenture Subscription Agreement" means the Debenture Subscription
Agreement, dated as of the Closing Time, between the Debenture Issuer and the
Trust in respect of the Debentures.

     "Debenture Trustee" means Wilmington Trust Company, a Delaware banking
corporation, not in its individual capacity but solely as trustee under the
Indenture until a successor is appointed thereunder, and thereafter means such
successor trustee.

     "Debentures" means the 10.18% Junior Subordinated Deferrable Interest
Debentures due June 8, 2031, of the Debenture Issuer issued pursuant to the
Indenture.

     "Default" means an event, act or condition that with notice or lapse of
time, or both, would constitute an Event of Default.

     "Definitive Capital Securities" has the meaning set forth in Section 7.3.

     "Delaware Trustee" has the meaning set forth in Section 5.1.

     "Direct Action" has the meaning set forth in Section 3.8(e).

     "Distribution" means a distribution payable to Holders in accordance with
Section 6.1.

     "Event of Default" with respect to the Securities means an Event of Default
(as defined in the Indenture) that has occurred and is continuing with respect
to the Debentures.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, or any successor legislation.

     "Exchange Agent" has the meaning set forth in Section 7.4.

     "Federal Reserve Board" means the Board of Governors of the Federal Reserve
System.

     "Fiduciary Indemnified Person" has the meaning set forth in Section
10.4(b).

     "Fiscal Year" has the meaning set forth in Section 11.1.

     "Holder" means a Person in whose name a Security or Successor Security is
registered on the register maintained by or on behalf of the Registrar, such
Person being a beneficial owner of the Trust within the meaning of the Business
Trust Act.

     "Indemnified Person" means a Company Indemnified Person or a Fiduciary
Indemnified Person.

     "Indenture" means the Indenture, dated as of the Closing Time, between the
Debenture Issuer and the Debenture Trustee, as amended from time to time.
<PAGE>

     "Initial Optional Redemption Date" has the meaning set forth in Section
4(b) of Annex I hereto.

     "Investment Company" means an investment company as defined in the
Investment Company Act.

     "Investment Company Act" means the Investment Company Act of 1940, as
amended from time to time, or any successor legislation.

     "Investment Company Event" has the meaning set forth in Section
4(c) of Annex I hereto.

     "Legal Action" has the meaning set forth in Section 3.6(g).

     "Like Amount" has the meaning set forth in Section 3 of Annex I hereto.

     "List of Holders" has the meaning set forth in Section 2.2(a).

     "Majority in Liquidation Amount" means, with respect to the Trust
Securities, except as otherwise provided in the terms of the Capital Securities
or by the Trust Indenture Act, Holders of outstanding Trust Securities voting
together as a single class or, as the context may require, Holders of
outstanding Capital Securities or Holders of outstanding Common Securities
voting separately as a class, excluding the Trust and the Debenture Issuer and
any Affiliate thereof, who are the record owners of more than 50% of the
aggregate liquidation amount (including the amount that would be paid on
redemption, liquidation or otherwise, plus accumulated and unpaid Distributions
to but excluding the date upon which the voting percentages are determined) of
all outstanding Securities of the relevant class.

     "Officers' Certificate" means, with respect to any Person, a certificate
signed by an Authorized Officer of such Person. Any Officers' Certificate
delivered by the Trust shall be signed by at least one Administrative Trustee.
Any Officers' Certificate delivered with respect to compliance with a condition
or covenant provided for in this Declaration shall include:

          (a) a statement that each officer signing the Certificate has read the
     covenants or conditions 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 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 or not, in the opinion of each such
     officer, such condition or covenant has been complied with.
<PAGE>

     "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of the Sponsor, and who shall be acceptable to the Property Trustee.

     "Paying Agent" has the meaning specified in Section 7.4.

     "Payment Amount" has the meaning specified in Section 6.1.

     "Placement Agency Agreement" means the Placement Agency Agreement, dated
March 21, 2001, by and among the Sponsor, the Trust and the Placement Agent
named therein.

     "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

     "Property Trustee" has the meaning set forth in Section 5.3(a).

     "Property Trustee Account" has the meaning set forth in Section 3.8(c)(i).

     "Quorum" means a majority of the Administrative Trustees or, if there are
only two Administrative Trustees, both of them.

     "Redemption Price" has the meaning set forth in Section 4(a) of Annex I
hereto.

     "Registrar" has the meaning set forth in Section 7.4.

     "Regulatory Capital Event" has the meaning set forth in Section 4(c) of
Annex I hereto.

     "Related Party" means, with respect to the Sponsor, any direct or indirect
wholly owned subsidiary of the Sponsor or any other Person that owns, directly
or indirectly, 100% of the outstanding voting securities of the Sponsor.

     "Responsible Officer" means any officer within the Corporate Trust Office
of the Property Trustee with direct responsibility for the administration of
this Declaration and also means, with respect to a particular corporate trust
matter, any other officer of the Property Trustee to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.

     "Restricted Capital Security" means a Capital Security required by Section
9.2 to contain a Restricted Securities Legend.

     "Restricted Definitive Capital Securities" has the meaning set forth in
Section 7.3.

     "Restricted Securities Legend" has the meaning set forth in Section 9.2(c).
<PAGE>

     "Rule 3a-5" means Rule 3 a-5 under the Investment Company Act, or any
successor rule or regulation.

     "Rule 144" means Rule 144 under the Securities Act, as such rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the Commission.

     "Rule 144A" means Rule 144A under the Securities Act, as such rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the Commission.

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

     "Securities Act" means the Securities Act of 1933, as amended from time to
time, or any successor legislation.

     "Securities Guarantees" means the Common Securities Guarantee and the
Capital Securities Guarantee.

     "Special Event" has the meaning set forth in Section 4(c) of Annex I
hereto.

     "Special Event Redemption Price" has the meaning set forth in Section 4(c)
of Annex I hereto.

     "Sponsor" means Matrix Bancorp, Inc., a Colorado corporation, or any
successor entity resulting from any merger, consolidation, amalgamation or other
business combination, in its capacity as sponsor of the Trust.

     "Capital Securities Subscription Agreement" means the Capital Securities
Subscription Agreement relating to the Capital Securities, dated March 21, 2001,
by and among the Trust, the Debenture Issuer and MMCapSSM Funding I, Ltd.

     "Successor Delaware Trustee" has the meaning set forth in Section
5.6(b)(ii).

     "Successor Entity" has the meaning set forth in Section 3.15(b)(i).

     "Successor Property Trustee" has the meaning set forth in Section
3.8(f)(ii).

     "Successor Securities" has the meaning set forth in Section 3.15(b)(i).

     "Super Majority" has the meaning set forth in Section 2.6(a)(ii).

     "Tax Event" has the meaning set forth in Section 4(c) of Annex I hereto.

     "Treasury Regulations" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury Department, as such regulations may be amended from time to time
(including corresponding provisions of succeeding regulations).
<PAGE>

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
from time to time, or any successor legislation.

     "Trust Property" means (a) the Debentures, (b) any cash on deposit in or
owing to the Property Trustee Account and (c) all proceeds and rights in respect
of the foregoing and any other property and assets for the time being held or
deemed to be held by the Property Trustee pursuant to this Declaration.

     "Trustee" or "Trustees" means each Person who has signed this Declaration
as a trustee, so long as such Person shall continue as a trustee of the Trust in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with the
provisions hereof, and references herein to a Trustee or the Trustees shall
refer to such Person or Persons solely in their capacity as trustees hereunder.

     "20% in Liquidation Amount" means, with respect to the Trust Securities,
except as otherwise provided in the terms of the Capital Securities or by the
Trust Indenture Act, Holders of outstanding Trust Securities voting together as
a single class or, as the context may require, Holders of outstanding Capital
Securities or Holders of outstanding Common Securities voting separately as a
class, excluding the Trust and the Debenture Issuer and any Affiliate thereof,
who are the record owners of 20% or more of the aggregate liquidation amount
(including the amount that would be paid on redemption, liquidation or
otherwise, plus accumulated and unpaid Distributions to but excluding the date
upon which the voting percentages are determined) of all outstanding Securities
of the relevant class.

                                   ARTICLE II
                               TRUST INDENTURE ACT

Section 2.1 Trust Indenture Act; Application.

     (a) This Declaration is subject to the provisions of the Trust Indenture
Act that are required to be part of this Declaration in order for this
Declaration to be qualified under the Trust Indenture Act and shall, to the
extent applicable, be governed by such provisions.

     (b) The Property Trustee shall be the only Trustee which is a trustee for
the purposes of the Trust Indenture Act.

     (c) If and to the extent that any provision of this Declaration limits,
qualifies or conflicts with the duties imposed by ss.ss. 310 to 317, inclusive,
of the Trust Indenture Act, such imposed duties shall control.

     (d) The application of the Trust Indenture Act to this Declaration shall
not affect the nature of the Securities as equity securities representing
undivided beneficial interests in the assets of the Trust.

Section 2.2 Lists of Holders of Securities.

     (a) Each of the Sponsor and the Administrative Trustees on behalf of the
Trust shall provide the Property Trustee, unless the Property Trustee is
Registrar for the Securities, (i)
<PAGE>

within 14 days after each record date for payment of Distributions, a list, in
such form as the Property Trustee may reasonably require, of the names and
addresses of the Holders ("List of Holders") as of such record date, provided,
that neither the Sponsor nor the Administrative Trustees on behalf of the Trust
shall be obligated to provide such List of Holders at any time that the List of
Holders does not differ from the most recent List of Holders given to the
Property Trustee by the Sponsor and the Administrative Trustees on behalf of the
Trust, and (ii) at any other time, within 30 days of receipt by the Trust of a
written request for a List of Holders as of a date no more than 14 days before
such List of Holders is given to the Property Trustee. The Property Trustee
shall preserve, in as current a form as is reasonably practicable, all
information contained in Lists of Holders given to it or which it receives in
the capacity as Paying Agent (if acting in such capacity), provided, that the
Property Trustee may destroy any List of Holders previously given to it on
receipt of a new List of Holders.

     (b) The Property Trustee shall comply with its obligations under ss.ss.
311(a), 311(b) and 312(b) of the Trust Indenture Act.

Section 2.3 Reports by the Property Trustee.

     Within 60 days after the date hereof, and no later than the anniversary
date hereof in each succeeding year, the Property Trustee shall provide to the
Holders of the Capital Securities such reports as are required by ss. 313 of the
Trust Indenture Act, if any, in the form and in the manner provided by ss. 313
of the Trust Indenture Act. The Property Trustee shall also comply with the
requirements of ss. 313(d) of the Trust Indenture Act.

Section 2.4 Periodic Reports to Property Trustee.

     Each of the Sponsor and the Administrative Trustees on behalf of the Trust
shall provide to the Property Trustee and the Commission such documents, reports
and information as are required by ss. 314 (if any) of the Trust Indenture Act
and shall provide to the Property Trustee the compliance certificate required by
ss. 314 of the Trust Indenture Act in the form, in the manner and at the times
required by ss. 314 of the Trust Indenture Act.

Section 2.5 Evidence of Compliance with Conditions Precedent.

     Each of the Sponsor and the Administrative Trustees on behalf of the Trust
shall provide to the Property Trustee such evidence of compliance with any
conditions precedent provided for in this Declaration that relate to any of the
matters set forth in ss. 314(c) of the Trust Indenture Act. Any certificate or
opinion required to be given by an officer pursuant to ss. 314(c)(1) of the
Trust Indenture Act may be given in the form of an Officers' Certificate.

Section 2.6 Events of Default; Waiver.

     (a) The Holders of a Majority in Liquidation Amount of Capital Securities
may, by vote, on behalf of the Holders of all of the Capital Securities, waive
any past Event of Default in respect of the Capital Securities and its
consequences, provided, that if the underlying Event of Default under the
Indenture:
<PAGE>

          (i) is not waivable under the Indenture, the Event of Default under
     the Declaration shall also not be waivable; or

          (ii) requires the consent or vote of greater than a majority in
     aggregate principal amount of the holders of the Debentures (a "Super
     Majority") to be waived under the Indenture, the Event of Default under the
     Declaration may only be waived by the vote of the Holders of at least the
     proportion in aggregate liquidation amount of the Capital Securities that
     the relevant Super Majority represents of the aggregate principal amount of
     the Debentures outstanding.

The foregoing provisions of this Section 2.6(a) shall be in lieu of ss.
316(a)(1)(B) of the Trust Indenture Act and such ss. 316(a)(1)(B) of the Trust
Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act. Upon such waiver, any such
Default shall cease to exist, and any Event of Default with respect to the
Capital Securities arising therefrom shall be deemed to have been cured, for
every purpose of this Declaration, but no such waiver shall extend to any
subsequent or other Default or an Event of Default with respect to the Capital
Securities or impair any right consequent thereon. Any waiver by the Holders of
the Capital Securities of an Event of Default with respect to the Capital
Securities shall also be deemed to constitute a waiver by the Holders of the
Common Securities of any such Event of Default with respect to the Common
Securities for all purposes of this Declaration without any further act, vote,
or consent of the Holders of the Common Securities.

     (b) The Holders of a Majority in Liquidation Amount of the Common
Securities may, by vote, on behalf of the Holders of all of the Common
Securities, waive any past Event of Default with respect to the Common
Securities and its consequences, provided, that if the underlying Event of
Default under the Indenture:

          (i) is not waivable under the Indenture, except where the Holders of
     the Common Securities are deemed to have waived such Event of Default under
     the Declaration as provided below in this Section 2.6(b), the Event of
     Default under the Declaration shall also not be waivable; or

          (ii) requires the consent or vote of a Super Majority to be waived,
     except where the Holders of the Common Securities are deemed to have waived
     such Event of Default under the Declaration as provided below in this
     Section 2.6(b), the Event of Default under the Declaration may only be
     waived by the vote of the Holders of at least the proportion in aggregate
     liquidation amount of the Common Securities that the relevant Super
     Majority represents of the aggregate principal amount of the Debentures
     outstanding;

provided further, each Holder of Common Securities will be deemed to have waived
any such Event of Default and all Events of Default with respect to the Common
Securities and their consequences if all Events of Default with respect to the
Capital Securities have been cured, waived or otherwise eliminated, and until
such Events of Default have been so cured, waived or otherwise eliminated, the
Property Trustee will be deemed to be acting solely on behalf of the
<PAGE>

Holders of the Capital Securities and only the Holders of the Capital Securities
will have the right to direct the Property Trustee in accordance with the terms
of the Securities. The foregoing provisions of this Section 2.6(b) shall be in
lieu of ss.ss. 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such
ss.ss. 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are hereby
expressly excluded from this Declaration and the Securities, as permitted by the
Trust Indenture Act. Subject to the foregoing provisions of this Section 2.6(b),
upon such waiver, any such Default shall cease to exist and any Event of Default
with respect to the Common Securities arising therefrom shall be deemed to have
been cured for every purpose of this Declaration, but no such waiver shall
extend to any subsequent or other Default or Event of Default with respect to
the Common Securities or impair any right consequent thereon.

     (c) A waiver of an Event of Default under the Indenture by the Property
Trustee, at the direction of the Holders of the Capital Securities, constitutes
a waiver of the corresponding Event of Default under this Declaration. The
foregoing provisions of this Section 2.6(c) shall be in lieu of ss. 316(a)(1)(B)
of the Trust Indenture Act and such ss. 316(a)(1)(B) of the Trust Indenture Act
is hereby expressly excluded from this Declaration and the Securities, as
permitted by the Trust Indenture Act.

Section 2.7 Default; Notice.

     (a) The Property Trustee shall, within 90 days after the Property Trustee
has knowledge of the occurrence of a Default with respect to the Securities,
transmit by mail, first class postage prepaid, to the Holders, notices of all
such Defaults, unless such Defaults have been cured before the giving of such
notice or previously waived; provided, however, that except in the case of a
Default arising from the nonpayment of principal of (or premium, if any) or
interest (including Compounded Interest and Additional Sums (as such terms are
defined in the Indenture), if any) on any of the Debentures, the Property
Trustee shall be protected in withholding such notice if and so long as a
Responsible Officer in good faith determines that the withholding of such notice
is in the interests of the Holders.

     (b) The Property Trustee shall not be deemed to have knowledge of any
Default or Event of Default except:

          (i) a Default or Event of Default under Section 5.01(a) (other than
     the payment or nonpayment of Compounded Interest, Additional Sums and
     interest on any Other Debentures) or 5.01(b) (other than payment or
     nonpayment of principal of any Other Debentures) of the Indenture; or

          (ii) any Default or Event of Default as to which the Property Trustee
     shall have received written notice or of which a Responsible Officer
     charged with the administration of the Declaration shall have actual
     knowledge.

(c) Within ten Business Days after the Property Trustee has knowledge of the
occurrence of any Event of Default, the Property Trustee shall transmit notice
of such Event of Default to the Holders of the Capital Securities, the
Administrative Trustees and the Sponsor, unless such Event of Default shall have
been cured or waived. The Sponsor and the Administrative Trustees shall file
annually with the Property Trustee a certification as to whether
<PAGE>

or not they are in compliance with all the conditions and covenants applicable
to them under this Declaration.

                                  ARTICLE III
                                  ORGANIZATION

Section 3.1 Name.

     The Trust is named Matrix Bancorp Capital Trust II as such name may be
modified from time to time by the Administrative Trustees following written
notice to the Delaware Trustee, the Property Trustee and the Holders. The
Trust's activities may be conducted under the name of the Trust or any other
name deemed advisable by the Administrative Trustees.

Section 3.2 Office.

     The address of the principal office of the Trust is c/o Matrix Bancorp,
Inc., 1380 Lawrence Street, Suite 1400, Denver, Colorado 80204. On ten Business
Days' prior written notice to the Delaware Trustee, the Property Trustee and the
Holders of Securities, the Administrative Trustees may designate another
principal office.

Section 3.3 Purpose.

     The exclusive purposes and functions of the Trust are (a) to issue and sell
Securities, (b) use the proceeds from the sale of the Securities to acquire the
Debentures, and (c) except as otherwise limited herein, to engage in only those
other activities necessary, advisable or incidental thereto, including without
limitation, those activities specified in Sections 3.6, 3.8, 3.9, 3.10, 3.11
and/or 3.12. The Trust shall not borrow money, issue debt or reinvest proceeds
derived from investments, mortgage or pledge any of its assets, or otherwise
undertake (or permit to be undertaken) any activity that would cause the Trust
not to be classified for United States federal income tax purposes as a grantor
trust.

Section 3.4 Authority.

     Subject to the limitations provided in this Declaration and to the specific
duties of the Property Trustee, the Administrative Trustees shall have exclusive
and complete authority to carry out the purposes of the Trust. An action taken
by one or more of the Administrative Trustees in accordance with their powers
shall constitute the act of and serve to bind the Trust and an action taken by
the Property Trustee on behalf of the Trust in accordance with its powers shall
constitute the act of and serve to bind the Trust. In dealing with the Trustees
acting on behalf of the Trust, no Person shall be required to inquire into the
authority of the Trustees to bind the Trust. Persons dealing with the Trust are
entitled to rely conclusively on the power and authority of the Trustees as set
forth in this Declaration.

Section 3.5 Title to Property of the Trust.

     Except as provided in Section 3.8 with respect to the Debentures and the
Property Trustee Account or as otherwise provided in this Declaration, legal
title to all assets of
<PAGE>

the Trust shall be vested in the Trust. The Holders shall not have legal title
to any part of the assets of the Trust, but shall have an undivided beneficial
interest in the assets of the Trust.

Section 3.6 Powers and Duties of the Administrative Trustees.

     Subject to Section 5.5, the Administrative Trustees acting individually or
together shall have the exclusive right, power, duty and authority, and are
hereby authorized and directed, to cause the Trust to engage in the following
activities:

     (a) to execute, enter into and deliver the Common Securities Subscription
Agreement and to execute, deliver, issue and sell the Securities in accordance
with this Declaration; provided, however, that (i) the Trust may issue no more
than one series of Capital Securities and no more than one series of Common
Securities, (ii) there shall be no interests in the Trust other than the
Securities, and (iii) the issuance of Securities shall be limited to a
simultaneous issuance of both Capital Securities and Common Securities at the
Closing Time;

     (b) in connection with the issue and sale of the Capital Securities, at the
direction of the Sponsor, to:

          (i) execute and file any documents prepared by the Sponsor, or take
     any acts as determined by the Sponsor to be necessary in order to qualify
     or register all or part of the Capital Securities in any State in which the
     Sponsor has determined to qualify or register such Capital Securities for
     sale;

          (ii) execute, enter into, deliver and perform the Capital
     Securities Subscription Agreement, the Placement Agency Agreement and
     letters, instruments, agreements or documents relating to the Capital
     Securities.

     (c) to execute, enter into, deliver and perform the Debenture Subscription
Agreement, to acquire the Debentures with the proceeds of the sale of the
Capital Securities and the Common Securities; provided, however, that the
Administrative Trustees shall cause legal title to the Debentures to be held of
record in the name of the Property Trustee for the benefit of the Holders;

     (d) to give the Sponsor and the Property Trustee prompt written notice of
the occurrence of a Special Event;

     (e) to establish a record date with respect to all actions to be taken
hereunder that require a record date to be established, including and with
respect to, for the purposes of ss. 316(c) of the Trust Indenture Act,
Distributions, voting rights, redemptions and exchanges, and to issue relevant
notices to the Holders with respect to such actions and applicable record dates;

     (f) to take all actions and perform such duties as may be required of the
Administrative Trustees pursuant to the terms of the Securities;

     (g) to the fullest extent permitted by law, to bring or defend, pay,
collect, compromise, arbitrate, resort to legal action, or otherwise adjust
claims or demands of or against
<PAGE>

the Trust ("Legal Action"), unless pursuant to Section 3.8(e), the Property
Trustee has the exclusive power to bring such Legal Action;

     (h) to employ or otherwise engage employees, agents (who may be designated
as officers with titles), managers, contractors, advisors, and consultants and
pay reasonable compensation for such services;

     (i) to cause the Trust to comply with the Trust's obligations under the
Trust Indenture Act;

     (j) to give the certificate required by ss. 314(a)(4) of the Trust
Indenture Act to the Property Trustee, which certificate may be executed by any
Administrative Trustee;

     (k) to incur expenses that are necessary or incidental to carry out any of
the purposes of the Trust;

     (l) to act as, or appoint another Person to act as, Registrar and Exchange
Agent for the Securities or to appoint a Paying Agent for the Securities as
provided in Section 7.4 except for such time as such power to appoint a Paying
Agent is vested in the Property Trustee;

     (m) to give prompt written notice to the Property Trustee and to the
Holders of any notice received from the Debenture Issuer of its election to
defer payments of interest on the Debentures by extending the interest payment
period under the Indenture;

     (n) to take all action that may be necessary or appropriate for the
preservation and the continuation of the Trust's valid existence, rights,
franchises and privileges as a statutory business trust under the laws of the
State of Delaware and of each other jurisdiction in which such existence is
necessary to protect the limited liability of the Holders or to enable the Trust
to effect the purposes for which the Trust was created;

     (o) to take any action, not inconsistent with this Declaration or with
applicable law, that the Administrative Trustees determine in their discretion
to be necessary or desirable in carrying out the activities of the Trust as set
out in this Section 3.6, including, but not limited to:

          (i) causing the Trust not to be deemed to be an Investment Company
     required to be registered under the Investment Company Act;

          (ii) causing the Trust to continue to be classified for United States
     federal income tax purposes as a grantor trust; and

          (iii) cooperating with the Debenture Issuer to ensure that the
     Debentures will be treated as indebtedness of the Debenture Issuer for
     United States federal income tax purposes;

     (p) to take all action necessary to cause all applicable tax returns and
tax information reports that are required to be filed with respect to the Trust
to be duly prepared and filed by the Administrative Trustees, on behalf of the
Trust; and
<PAGE>

     (q) to execute and deliver all documents, agreements, certificates and
instruments, exercise all rights and powers, perform all duties and do all
things for and on behalf of the Trust in all matters necessary, advisable or
incidental to the foregoing or the transactions contemplated thereby.

                The Administrative Trustees must exercise the powers set forth
in this Section 3.6 in a manner that is consistent with the purposes and
functions of the Trust set out in Section 3.3, and the Administrative Trustees
shall not take any action that is inconsistent with the purposes and functions
of the Trust set forth in Section 3.3.

                Subject to this Section 3.6, the Administrative Trustees shall
have none of the powers or the authority of the Property Trustee set forth in
Section 3.8.

                Any expenses incurred by the Administrative Trustees pursuant to
this Section 3.6 shall be reimbursed by the Debenture Issuer.

Section 3.7 Prohibition of Actions by the Trust and the Trustees.

                The Trust shall not, and the Trustees (including the Property
Trustee and the Delaware Trustee) shall not, and the Administrative Trustees
shall cause the Trust not to, engage in any activity other than as required or
authorized by this Declaration. Notwithstanding any provision in this
Declaration to the contrary, the Trust shall not:

                     (i) invest any proceeds received by the Trust from holding
                 the Debentures, but shall distribute all such proceeds to
                 Holders pursuant to the terms of this Declaration and of the
                 Securities;

                     (ii) acquire any assets other than as expressly provided
                 herein;

                     (iii) possess Trust Property for other than a Trust purpose
                 or execute any mortgage in respect of, or pledge, any Trust
                 Property;

                     (iv) make any loans or incur any indebtedness other than
                 loans represented by the Debentures;

                     (v) possess any power or otherwise act in such a way as to
                 vary the Trust Property or the terms of the Securities in any
                 way whatsoever;

                     (vi) issue any securities or other evidences of beneficial
                 ownership of, or beneficial interest in, the Trust other than
                 the Securities;

                     (vii) other than as provided in this Declaration or Annex I
                 hereto, (A) direct the time, method and place of conducting any
                 proceeding with respect to any remedy available to the
                 Debenture Trustee, or exercising any trust or power conferred
                 upon the Debenture Trustee with respect to the Debentures, (B)
                 waive any past default that is waivable under the Indenture, or
                 (C) exercise any right to rescind or annul any declaration that
                 the principal of all the Debentures shall be due and payable;
                 or

<PAGE>

                     (viii) consent to any amendment, modification or
                 termination of the Indenture or the Debentures where such
                 consent shall be required unless the Trust shall have received
                 an opinion of independent tax counsel experienced in such
                 matters to the effect that such amendment, modification or
                 termination will not cause more than an insubstantial risk that
                 the Trust will not be classified as a grantor trust for United
                 States federal income tax purposes.

Section 3.8 Powers and Duties of the Property Trustee.

     (a) The legal title to the Debentures shall be owned by and held of record
in the name of the Property Trustee in trust for the benefit of the Trust and
the Holders. The right, title and interest of the Property Trustee to the
Debentures shall vest automatically in each Person who may hereafter be
appointed as Property Trustee in accordance with Section 5.6. Such vesting and
cessation of title shall be effective whether or not conveyancing documents with
regard to the Debentures have been executed and delivered.

     (b) The Property Trustee shall not transfer its right, title and interest
in the Debentures to the Administrative Trustees or to the Delaware Trustee (if
the Property Trustee does not also act as Delaware Trustee).

     (c) The Property Trustee shall:

                     (i) establish and maintain a segregated non-interest
                 bearing trust account (the "Property Trustee Account") in the
                 name of and under the exclusive control of the Property Trustee
                 on behalf of the Holders and, upon the receipt of payments of
                 funds made in respect of the Debentures held by the Property
                 Trustee, deposit such funds into the Property Trustee Account
                 and make payments or cause the Paying Agent to make payments to
                 the Holders from the Property Trustee Account in accordance
                 with Section 6.1; funds in the Property Trustee Account shall
                 be held uninvested until disbursed in accordance with this
                 Declaration; and the Property Trustee Account shall be an
                 account that is maintained with a banking institution the
                 rating on whose long-term unsecured indebtedness by a
                 "nationally recognized statistical rating organization," as
                 that term is defined for purposes of Rule 436(g)(2) under the
                 Securities Act, is at least equal to the rating assigned to the
                 Capital Securities, unless the Capital Securities are not
                 rated, in which case the banking institution's long term
                 unsecured indebtedness shall be rated at least investment grade
                 by a "nationally recognized statistical rating organization;

                     (ii) engage in such ministerial activities as shall be
                 necessary or appropriate to effect the redemption of the
                 Securities to the extent the Debentures are redeemed or mature;
                 and

                     (iii) upon written notice of distribution issued by the
                 Administrative Trustees in accordance with the terms of the
                 Securities, engage in such
<PAGE>

          ministerial activities as shall be necessary or appropriate to effect
          the distribution of the Debentures to Holders upon the occurrence of
          certain events.

          (d) The Property Trustee shall take all actions and perform such
     duties as may be specifically required of the Property Trustee pursuant to
     the terms of this Declaration and the Securities.

          (e) Subject to Section 3.9(a), the Property Trustee shall take any
     Legal Action which arises out of or in connection with an Event of Default
     of which a Responsible Officer has actual knowledge or the Property
     Trustee's duties and obligations under this Declaration or the Trust
     Indenture Act; and if the Property Trustee shall have failed to take such
     Legal Action following a written request from the Holders, the Holders of
     the Capital Securities may, to the fullest extent permitted by law, take
     such Legal Action, to the same extent as if such Holders of Capital
     Securities held an aggregate principal amount of Debentures equal to the
     aggregate liquidation amount of such Capital Securities, without first
     proceeding against the Property Trustee or the Trust; provided, however,
     that if an Event of Default has occurred and is continuing and such event
     is attributable to the failure of the Debenture Issuer to pay the principal
     of or premium, if any, or interest (including Compounded Interest and
     Additional Sums, if any) on the Debentures on the date such principal,
     premium, if any, or interest (including Compounded Interest and Additional
     Sums, if any) is otherwise payable (or in the case of redemption, on the
     redemption date), then a Holder of Capital Securities may directly
     institute a proceeding for enforcement of payment to such Holder of the
     principal of or premium, if any, or interest (including Compounded Interest
     and Additional Sums, if any) on the Debentures having a principal amount
     equal to the aggregate liquidation amount of the Capital Securities of such
     Holder (a "Direct Action") on or after the respective due date specified in
     the Debentures. In connection with such Direct Action, the Holders of the
     Common Securities will be subrogated to the rights of such Holder of
     Capital Securities to the extent of any payment made by the Debenture
     Issuer to such Holder of Capital Securities in such Direct Action. Except
     as provided in the preceding sentences, the Holders of Capital Securities
     will not be able to exercise directly any other remedy available to the
     holders of the Debentures.

          (f) The Property Trustee shall continue to serve as a Trustee until
     either:

               (i) the Trust has been completely liquidated and the proceeds of
          the liquidation distributed to the Holders pursuant to the terms of
          the Securities and this Declaration; or

               (ii) a successor Property Trustee has been appointed and has
          accepted that appointment in accordance with Section 5.6 (a "Successor
          Property Trustee").

          (g) The Property Trustee shall have the legal power to exercise all of
     the rights, powers and privileges of a holder of Debentures under the
     Indenture and, if an Event of Default actually known to a Responsible
     Officer occurs and is continuing, the Property Trustee shall, for the
     benefit of Holders, enforce its rights as holder of the Debentures subject
     to the rights of the Holders pursuant to the terms of this Declaration and
     the Securities.
<PAGE>

          (h) The Property Trustee shall be authorized to undertake any actions
     set forth in ss. 317(a) of the Trust Indenture Act.

          (i) For such time as the Property Trustee is the Paying Agent, the
     Property Trustee may authorize one or more Persons to act as additional
     Paying Agents and to pay Distributions, redemption payments or liquidation
     payments on behalf of the Trust with respect to all Securities and any such
     Paying Agent shall comply with ss. 317(b) of the Trust Indenture Act. Any
     such additional Paying Agent may be removed by the Property Trustee at any
     time the Property Trustee remains as Paying Agent and a successor Paying
     Agent or additional Paying Agents may be (but are not required to be)
     appointed at any time by the Property Trustee while the Property Trustee is
     acting as Paying Agent.

          (j) Subject to this Section 3.8, the Property Trustee shall have none
     of the duties, liabilities, powers or the authority of the Administrative
     Trustees set forth in Section 3.6.

                Notwithstanding anything expressed or implied to the contrary in
this Declaration or any Annex or Exhibit hereto, (i) the Property Trustee must
exercise the powers set forth in this Section 3.8 in a manner that is consistent
with the purposes and functions of the Trust set out in Section 3.3, and (ii)
the Property Trustee shall not take any action that is inconsistent with the
purposes and functions of the Trust set out in Section 3.3.

          (k) If the Property Trustee or any Holder has instituted any
     proceeding to enforce any right or remedy under this Declaration and such
     proceeding has been discontinued or abandoned for any reason, or has been
     determined adversely to the Property Trustee or to such Holder, then and in
     every such case the Sponsor, the Property Trustee and the Holders shall,
     subject to any determination in such proceeding, be restored severally and
     respectively to their former positions hereunder, and thereafter all rights
     and remedies of the Property Trustee and the Holders shall continue as
     though no such proceeding had been instituted.

Section 3.9 Certain Duties and Responsibilities of the Property Trustee.

          (a) The Property Trustee, before the occurrence of any Event of
     Default (of which, other than in the case of Events of Default under
     Sections 5.01(a) and 5.01(b) of the Indenture, which the Property Trustee
     is deemed to have knowledge of as provided in Section 2.7(b) hereof, a
     Responsible Officer of the Property Trustee has actual knowledge) and after
     the curing or waiving of all such Events of Default that may have occurred,
     shall undertake to perform only such duties as are specifically set forth
     in this Declaration and in the Securities and no implied covenants shall be
     read into this Declaration against the Property Trustee. In case an Event
     of Default has occurred (that has not been cured or waived pursuant to
     Section 2.6) of which a Responsible Officer has actual knowledge, the
     Property Trustee shall exercise such of the rights and powers vested in it
     by this Declaration, and use the same degree of care and skill in their
     exercise, as a prudent person would exercise or use under the circumstances
     in the conduct of his or her own affairs.

          (b) No provision of this Declaration shall be construed to relieve the
     Property Trustee from liability for its own negligent action, its own
     negligent failure to act, or its own willful misconduct, except that:
<PAGE>

                     (i) prior to the occurrence of an Event of Default (of
                 which, other than in the case of Events of Default under
                 Sections 5.01(a) and 5.01(b) of the Indenture, which the
                 Property Trustee is deemed to have knowledge of as provided in
                 Section 2.7(b) hereof, a Responsible Officer of the Property
                 Trustee has actual knowledge) and after the curing or waiving
                 of all such Events of Default that may have occurred:

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

                         (B) in the absence of bad faith on the part of the
                    Property Trustee, the Property 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 Property Trustee and conforming to
                    the requirements of this Declaration; provided, however,
                    that in the case of any such certificates or opinions that
                    by any provision hereof are specifically required to be
                    furnished to the Property Trustee, the Property 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 Declaration;

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

                     (iii) the Property 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 direction of the Holders of a Majority
                 in Liquidation Amount of the Securities relating to the time,
                 method and place of conducting any proceeding for any remedy
                 available to the Property Trustee, or exercising any trust or
                 power conferred upon the Property Trustee under this
                 Declaration;

                     (iv) no provision of this Declaration shall require the
                 Property 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;

                     (v) the Property Trustee's sole duty with respect to the
                 custody, safekeeping and physical preservation of the
                 Debentures and the Property Trustee Account shall be to deal
                 with such property in a similar manner as the Property Trustee
                 deals with similar property for its own account, subject
<PAGE>
                 to the protections and limitations on liability afforded to
                 the Property Trustee under this Declaration and the Trust
                 Indenture Act;

                     (vi) the Property Trustee shall have no duty or liability
                 for or with respect to the value, genuineness, existence or
                 sufficiency of the Debentures or the payment of any taxes or
                 assessments levied thereon or in connection therewith;

                     (vii) the Property Trustee shall not be liable for any
                 interest on any money received by it except as it may otherwise
                 agree in writing with the Sponsor. Money held by the Property
                 Trustee need not be segregated from other funds held by it
                 except in relation to the Property Trustee Account maintained
                 by the Property Trustee pursuant to Section 3.8(c)(i) and
                 except to the extent otherwise required by law; and

                    (viii) the Property Trustee shall not be responsible for
               monitoring the compliance by the Administrative Trustees or the
               Sponsor with their respective duties under this Declaration, nor
               shall the Property Trustee be liable for any default or
               misconduct of the Administrative Trustees or the Sponsor.

Section 3.10      Certain Rights of Property Trustee.

     (a) Subject to the provisions of Section 3.9:

                     (i) the Property 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 Sponsor or the
                 Administrative Trustees contemplated by this Declaration may be
                 sufficiently evidenced by an Officers' Certificate;

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

                     (iv) the Property Trustee shall have no duty to see to any
                 recording, filing or registration of any instrument (including
                 any financing or continuation statement or any filing under tax
                 or securities laws) or any rerecording, refiling or
                 registration thereof;
<PAGE>

                     (v) the Property Trustee may consult with counsel or other
                 experts of its selection, and the advice or opinion of such
                 counsel and experts with respect to legal matters or advice
                 within the scope of such experts' area of expertise 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 Sponsor or any of its Affiliates,
                 and may include any of its employees; and the Property Trustee
                 shall have the right at any time to seek instructions
                 concerning the administration of this Declaration from any
                 court of competent jurisdiction;

                     (vi) the Property Trustee shall be under no obligation to
                 exercise any of the rights or powers vested in it by this
                 Declaration at the request or direction of any Holder, unless
                 such Holder shall have provided to the Property Trustee
                 security and indemnity, reasonably satisfactory to the Property
                 Trustee, against the costs, expenses (including reasonable
                 attorneys' fees and expenses and the expenses of the Property
                 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 Property Trustee; provided, however, that,
                 nothing contained in this Section 3.10(a)(vi) shall be taken to
                 relieve the Property Trustee, upon the occurrence of an Event
                 of Default (of which, other than in the case of Events of
                 Default under Sections 5.01(a) and 5.01(b) of the Indenture,
                 which the Property Trustee is deemed to have knowledge of as
                 provided in Section 2.7(b) hereof, a Responsible Officer of the
                 Property Trustee has actual knowledge), of its obligation to
                 exercise the rights and powers vested in it by this
                 Declaration;

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

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

                     (ix) any action taken by the Property Trustee or its agents
                 hereunder shall bind the Trust and the Holders, and the
                 signature of the Property Trustee or its agents alone shall be
                 sufficient and effective to perform any such action and no
                 third party shall be required to inquire as to the authority of
                 the Property Trustee to so act or as to its compliance with any
                 of the terms and
<PAGE>

                 provisions of this Declaration, both of which shall be
                 conclusively evidenced by the Property Trustee's or its agent's
                 taking such action;

                     (x) whenever in the administration of this Declaration the
                 Property Trustee shall deem it desirable to receive
                 instructions with respect to enforcing any remedy or right or
                 taking any other action hereunder, the Property Trustee (i) may
                 request instructions from the Holders which instructions may
                 only be given by the Holders of the same proportion in
                 liquidation amount of the Securities as would be entitled to
                 direct the Property Trustee under the terms of the Securities
                 in respect of such remedy, right or action, (ii) may refrain
                 from enforcing such remedy or right or taking such other action
                 until such instructions are received, and (iii) shall be
                 protected in conclusively relying on or acting in accordance
                 with such instructions;

                     (xi) except as otherwise expressly provided by this
                 Declaration, the Property Trustee shall not be under any
                 obligation to take any action that is discretionary under the
                 provisions of this Declaration; and

                     (xii) the Property Trustee shall not be liable for any
                 action taken, suffered, or omitted to be taken by it in good
                 faith, without negligence or willful misconduct, and reasonably
                 believed by it to be authorized or within the discretion or
                 rights or powers conferred upon it by this Declaration.

     (b) No provision of this Declaration shall be deemed to impose any duty or
obligation on the Property 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 Property 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 Property Trustee shall be
construed to be a duty.

Section 3.11      Delaware Trustee.

     Notwithstanding any other provision of this Declaration other than Section
5.2, the Delaware Trustee shall not be entitled to exercise any powers, nor
shall the Delaware Trustee have any of the duties and responsibilities of the
Trustees described in this Declaration (except as required under the Business
Trust Act). Except as set forth in Section 5.2, the Delaware Trustee shall be a
Trustee for the sole and limited purpose of fulfilling the requirements of ss.
3807 of the Business Trust Act. In the event the Delaware Trustee shall at any
time be required to take any action or perform any duty hereunder, the Delaware
Trustee shall be entitled to the benefits of Section 3.9(b)(ii) to (viii),
inclusive, and Section 3.10. No implied covenants or obligations shall be read
into this Declaration against the Delaware Trustee.

Section 3.12      Execution of Documents.

     Unless otherwise required by applicable law, each Administrative Trustee,
individually, is authorized to execute and deliver on behalf of the Trust any
documents,
<PAGE>

agreements, instruments or certificates that the Administrative Trustees have
the power and authority to execute pursuant to Section 3.6.

Section 3.13      Not Responsible for Recitals or Issuance of Securities

     The recitals contained in this Declaration and the Securities shall be
taken as the statements of the Sponsor, and the Trustees do not assume any
responsibility for their correctness. The Trustees make no representations as to
the value or condition of the Trust Property or any part thereof. The Trustees
make no representations as to the validity or sufficiency of this Declaration or
the Securities.

Section 3.14      Duration of Trust.

                The Trust,  unless earlier dissolved  pursuant to
the provisions of Article VIII hereof, shall dissolve on June 8, 2036.

Section 3.15      Mergers.

     (a) The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets as an
entirety or substantially as an entirety to any Person, except as described in
Section 3.15(b) and (c) and except with respect to the distribution of
Debentures to Holders pursuant to Section 8.1(a)(iii) of this Declaration or
Section 3 of Annex I.

     (b) The Trust may, at the request of the Sponsor, with the consent of the
Administrative Trustees or, if there are more than two, a majority of the
Administrative Trustees and without the consent of the Holders, the Delaware
Trustee or the Property Trustee, merge with or into, consolidate, amalgamate, or
be replaced by, or convey, transfer or lease its properties and assets as an
entirety or substantially as an entirety to, a trust organized as such under the
laws of any State; provided, that:

                     (i) such successor entity (the "Successor Entity") either:

                         (A) expressly assumes all of the obligations of the
                    Trust under the Securities; or

                         (B) substitutes for the Securities other securities
                    having substantially the same terms as the Securities (the
                    "Successor Securities") so long as the Successor Securities
                    rank the same as the Securities rank in priority with
                    respect to Distributions and payments upon liquidation,
                    redemption and otherwise;

                     (ii) the Sponsor expressly appoints a trustee of the
                 Successor Entity that possesses the same powers and duties as
                 the Property Trustee with respect to the Debentures;

                     (iii) the Successor Securities (excluding any securities
                 substituted for the Common Securities) are listed, quoted or
                 included for trading, or any

                                       1
<PAGE>

                 Successor Securities will be listed, quoted or included for
                 trading upon notification of issuance, on any national
                 securities exchange or with any other organization on which the
                 Capital Securities are then listed, quoted or included;

                     (iv) if the Capital Securities or the Debentures are rated,
                 such merger, consolidation, amalgamation, replacement,
                 conveyance, transfer or lease does not cause the Capital
                 Securities (including any Successor Securities) or the
                 Debentures to be downgraded by any nationally recognized
                 statistical rating organization that publishes a rating on the
                 Capital Securities or the Debentures;

                     (v) such merger, consolidation, amalgamation, replacement,
                 conveyance, transfer or lease does not adversely affect the
                 rights, preferences and privileges of the Holders (including
                 the holders of any Successor Securities) in any material
                 respect (other than with respect to any dilution of the
                 interests of such Holders or holders, as the case may be, in
                 the Successor Entity);

                     (vi) the Successor Entity has a purpose substantially
                 identical to that of the Trust;

                     (vii) prior to such merger, consolidation, amalgamation,
                 replacement, conveyance, transfer or lease, the Sponsor has
                 received an opinion of independent counsel to the Trust
                 experienced in such matters to the effect that:

                         (A) such merger, consolidation, amalgamation,
                    replacement, conveyance, transfer or lease does not
                    adversely affect the rights, preferences and privileges of
                    the Holders (including the holders of any Successor
                    Securities) in any material respect (other than with respect
                    to any dilution of the interests of such Holders or holders,
                    as the case may be, in the Successor Entity);

                         (B) following such merger, consolidation, amalgamation,
                    replacement, conveyance, transfer or lease, neither the
                    Trust nor the Successor Entity will be required to register
                    as an Investment Company; and

                         (C) following such merger, consolidation, amalgamation,
                    replacement, conveyance, transfer or lease, the Trust (or
                    the Successor Entity) will continue to be classified as a
                    grantor trust for United States federal income tax purposes;

                     (viii) the Sponsor or any permitted successor or assignee
                 of the Sponsor owns all of the common securities of the
                 Successor Entity and guarantees the obligations of the
                 Successor Entity under the Successor Securities at least to the
                 extent provided by the Securities Guarantees; and


<PAGE>

                     (ix) there shall have been furnished to the Property
                 Trustee an Officers' Certificate and an Opinion of Counsel,
                 each to the effect that all conditions precedent in this
                 Declaration to such transaction have been satisfied.

     (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the
consent of Holders of 100% in aggregate liquidation amount of the Securities,
consolidate, amalgamate, merge with or into, or be replaced by, or convey,
transfer or lease its properties and assets as an entirety or substantially as
an entirety to, any other Person or permit any other Person to consolidate,
amalgamate, merge with or into, or replace it if such consolidation,
amalgamation, merger, replacement, conveyance, transfer or lease would cause the
Trust or the Successor Entity not to be classified as a grantor trust for United
States federal income tax purposes.

                                   ARTICLE IV
                                     SPONSOR

Section 4.1 Sponsor's Purchase of Common Securities.

     At the Closing Time, pursuant to the Common Securities Subscription
Agreement, the Sponsor will purchase all of the Common Securities then issued by
the Trust, in an amount equal to at least 3% of the total capital of the Trust,
at the same time as the Capital Securities are issued and sold.

Section 4.2 Responsibilities of the Sponsor.

     In connection with the issue and sale of the Capital Securities, the
Sponsor shall have the exclusive right and responsibility to engage in, or
direct the Administrative Trustees to engage in, the following activities:

     (a) to determine the States in which to take appropriate action to qualify
or register for sale all or part of the Capital Securities and to do any and all
such acts, other than actions which must be taken by the Trust, and advise the
Trust of actions it must take, and prepare for execution and filing any
documents to be executed and filed by the Trust, as the Sponsor deems necessary
or advisable in order to comply with the applicable laws of any such States; and

     (b) to negotiate the terms of, execute, enter into and deliver the Capital
Securities Subscription Agreement and the Placement Agency Agreement.

Section 4.3 Right to Proceed.

     The Sponsor acknowledges the rights of the Holders of Capital Securities,
in the event that a failure of the Trust to make any payments in respect of the
Capital Securities is attributable to the failure of the Debenture Issuer to pay
the principal of or premium (if any) or interest on the Debentures, to institute
a proceeding directly against the Debenture Issuer for enforcement of its
payment obligations in respect of the Debentures.

Section 4.4 Right to Dissolve Trust.


<PAGE>

     The Sponsor will have the right at any time to dissolve the Trust and,
after satisfaction of liabilities to creditors of the Trust as required by
applicable law, to cause the Debentures to be distributed to the Holders in
liquidation of the Trust. Such right is subject to the Sponsor's having received
(i) an Opinion of Counsel to the effect that such distribution will not cause
the Holders of Capital Securities to recognize gain or loss for United States
federal income tax purposes and (ii) all required regulatory approvals.

                                   ARTICLE V
                                    TRUSTEES

Section 5.1 Number of Trustees; Appointment of Co-Trustee.

     The number of Trustees initially shall be five (5), and:

     (a) at any time before the issuance of any Securities, the Sponsor may, by
written instrument, increase or decrease the number of Trustees; and

     (b) after the issuance of any Securities, the number of Trustees may be
increased or decreased by vote of the Holders of a Majority in Liquidation
Amount of the Common Securities voting as a class at a meeting of the Holders of
the Common Securities;

provided, however, that, the number of Trustees shall in no event be less than
two (2); provided further, that (1) one Trustee, in the case of a natural
person, shall be a person who is a resident of the State of Delaware or that, if
not a natural person, is an entity which has its principal place of business in
the State of Delaware (the "Delaware Trustee"); (2) there shall be at least one
Trustee who is an employee or officer of, or is affiliated with, the Sponsor (an
"Administrative Trustee"); and (3) one Trustee shall be the Property Trustee for
so long as this Declaration is required to qualify as an indenture under the
Trust Indenture Act, and such Trustee may also serve as Delaware Trustee if it
meets the applicable requirements. Notwithstanding the above, unless an Event of
Default shall have occurred and be continuing, at any time or times, for the
purpose of meeting the legal requirements of the Trust Indenture Act or of any
jurisdiction in which any part of the Trust Property may at the time be located,
the Holders of a Majority in Liquidation Amount of the Common Securities acting
as a class at a meeting of the Holders of the Common Securities, and the
Administrative Trustees shall have power to appoint one or more Persons either
to act as a co-trustee, jointly with the Property Trustee, of all or any part of
the Trust Property, or to act as separate trustee of any such property, in
either case with such powers as may be provided in the instrument of
appointment, and to vest in such Person or Persons in such capacity any
property, title, right or power deemed necessary or desirable, subject to the
provisions of this Declaration. In case an Event of Default has occurred and is
continuing, the Property Trustee alone shall have power to make any such
appointment of a co-trustee.

Section 5.2 Delaware Trustee.

                For so long as required by the Business Trust Act, the Delaware
Trustee shall be:

     (a) a natural person who is a resident of the State of Delaware; or


<PAGE>

     (b) if not a natural person, an entity which has its principal place of
business in the State of Delaware, and otherwise meets the requirements of
applicable law,

provided, however, that, if the Property Trustee has its principal place of
business in the State of Delaware and otherwise meets the requirements of
applicable law, then the Property Trustee shall also be the Delaware Trustee and
Section 3.11 shall have no application.

                The initial Delaware Trustee shall be:

                Wilmington Trust Company
                Rodney Square North
                1100 North Market Street
                Wilmington, Delaware  19890-0001
                Telephone: (302) 651-1000
                Telecopier: (302) 651-8882

Section 5.3 Property Trustee; Eligibility.

     (a) There shall at all times be one Trustee (the "Property Trustee") which
shall act as Property Trustee and which shall:

                     (i) not be an Affiliate of the Sponsor; 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 a
                 corporation or Person permitted by the Commission to act as an
                 indenture trustee under the Trust Indenture Act, authorized
                 under such laws to exercise corporate trust powers, having a
                 combined capital and surplus of at least fifty 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 5.3(a)(ii), the
                 combined capital and surplus of such 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 Property Trustee shall cease to be eligible to so
act under Section 5.3(a), the Property Trustee shall immediately resign in the
manner and with the effect set forth in Section 5.6(c).

     (c) If the Property Trustee has or shall acquire any "conflicting interest"
within the meaning of ss. 330(b) of the Trust Indenture Act, the Property
Trustee and the Holder of the Common Securities (as if it were the obligor
referred to in ss. 310(b) of the Trust Indenture Act) shall in all respects
comply with the provisions of ss. 310(b) of the Trust Indenture Act.


<PAGE>

     (d) The Capital Securities Guarantee shall be deemed to be specifically
described in this Declaration for purposes of clause (i) of the first proviso
contained in ss. 310 (b) of the Trust Indenture Act.

     (e) The initial Property Trustee shall be:

                Wilmington Trust Company
                Rodney Square North
                1100 North Market Street
                Wilmington, Delaware  19890-0001
                Telephone: (302) 651-1000
                Telecopier: (302) 651-8882

Section 5.4     Certain  Qualifications of  Administrative  Trustees and
                Delaware Trustee Generally.

                Each Administrative Trustee and the Delaware Trustee (unless the
Property Trustee also acts as Delaware Trustee) shall be either a natural person
who is at least 21 years of age or a legal entity that shall act through one or
more Authorized Officers.

Section 5.5     Administrative Trustees.

                The initial Administrative Trustees shall be:

                David W. Kloos
                T. Allen McConnell
                Richard V. Schmitz
                c/o Matrix Bancorp, Inc.
                1380 Lawrence Street
                Suite 1400
                Denver, Colorado
                Telephone: (303) 595-9898
                Telecopier: (303) 390-0952

     (a) Except as otherwise expressly set forth in this Declaration and except
if a meeting of the Administrative Trustees is called with respect to any matter
over which the Administrative Trustees have power to act, any power of the
Administrative Trustees may be exercised by, or with the consent of, any one
such Administrative Trustee.

     (b) Unless otherwise required by the Business Trust Act or other applicable
law, any Administrative Trustee acting alone is authorized to execute on behalf
of the Trust any documents which the Administrative Trustees have the power and
authority to cause the Trust to execute pursuant to Section 3.6.

     (c) An Administrative Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purposes of signing any documents which the Administrative
Trustees have power and authority to cause the Trust to execute pursuant to
Section 3.6.


<PAGE>

Section 5.6 Appointment, Removal and Resignation of Trustees.

     (a) Subject to Section 5.6(b) hereof and to Section 6(b) of Annex I hereto,
Trustees may be appointed or removed without cause at any time:

                     (i) until the issuance of any Securities, by written
                 instrument executed by the Sponsor;

                     (ii) unless an Event of Default shall have occurred and be
                 continuing after the issuance of any Securities, by vote of the
                 Holders of a Majority in Liquidation Amount of the Common
                 Securities voting as a class at a meeting of the Holders of the
                 Common Securities; and

                     (iii) if an Event of Default shall have occurred and be
                 continuing after the issuance of the Securities, with respect
                 to the Property Trustee or the Delaware Trustee, by vote of
                 Holders of a Majority in Liquidation Amount of the Capital
                 Securities voting as a class at a meeting of Holders of the
                 Capital Securities, and with respect to the Administrative
                 Trustees, in the manner set forth in Section 5.6(a)(ii) hereof.

                     (b)(i) The Trustee that acts as Property Trustee shall not
                 be removed in accordance with Section 5.6(a) until a Successor
                 Property Trustee has been appointed and has accepted such
                 appointment by written instrument executed by such Successor
                 Property Trustee and delivered to the removed Property Trustee,
                 the Administrative Trustees and the Sponsor; and

                     (ii) the Trustee that acts as Delaware Trustee shall not be
                 removed in accordance with this Section 5.6(a) until a
                 successor Trustee possessing the qualifications to act as
                 Delaware Trustee under Sections 5.2 and 5.4 (a "Successor
                 Delaware Trustee") has been appointed and has accepted such
                 appointment by written instrument executed by such Successor
                 Delaware Trustee and delivered to the removed Delaware Trustee,
                 the Property Trustee (if the removed Delaware Trustee is not
                 also the Property Trustee), the Administrative Trustees and the
                 Sponsor.

     (c) A Trustee appointed to office shall hold office until his successor
shall have been appointed or until his death, removal or resignation. Any
Trustee may resign from office (without need for prior or subsequent accounting)
by an instrument in writing signed by the Trustee and delivered to the other
Trustees, the Sponsor and the Trust, which resignation shall take effect upon
such delivery or upon such later date as is specified therein; provided,
however, that:

                     (i) No such resignation of the Trustee that acts as the
                 Property Trustee shall be effective:

                         (A) until a Successor Property Trustee has been
                    appointed and has accepted such appointment by instrument
                    executed by such Successor Property Trustee and delivered to
                    the Trust, the Sponsor, the Delaware


<PAGE>

                    Trustee (if the resigning Property Trustee is not also the
                    Delaware Trustee) and the resigning Property Trustee; or

                         (B) until the assets of the Trust have been completely
                    liquidated and the proceeds thereof distributed to the
                    Holders; and

                     (ii) no such resignation of the Trustee that acts as the
                 Delaware Trustee shall be effective until a Successor Delaware
                 Trustee has been appointed and has accepted such appointment by
                 instrument executed by such Successor Delaware Trustee and
                 delivered to the Trust, the Property Trustee (if the resigning
                 Delaware Trustee is not also the Property Trustee), the Sponsor
                 and the resigning Delaware Trustee.

     (d) The Holders of the Common Securities or, if an Event of Default shall
have occurred and be continuing after the issuance of the Securities, the
Holders of the Capital Securities shall use their best efforts to promptly
appoint a Successor Property Trustee or Successor Delaware Trustee, as the case
may be, if the Property Trustee or the Delaware Trustee delivers an instrument
of resignation in accordance with this Section 5.6.

     (e) If no Successor Property Trustee or Successor Delaware Trustee shall
have been appointed and accepted appointment as provided in this Section 5.6
within 60 days after delivery of an instrument of resignation or removal, the
Property Trustee or Delaware Trustee resigning or being removed, as applicable,
may petition any court of competent jurisdiction for appointment of a Successor
Property Trustee or Successor Delaware Trustee. Such court may thereupon, after
prescribing such notice, if any, as it may deem proper, appoint a Successor
Property Trustee or Successor Delaware Trustee, as the case may be.

     (f) No Property Trustee or Delaware Trustee shall be liable for the acts or
omissions to act of any Successor Property Trustee or Successor Delaware
Trustee, as the case may be.

     (g) At the time of resignation or removal of the Property Trustee or the
Delaware Trustee, the Sponsor shall pay to such Trustee any amounts that may be
owed to such Trustee pursuant to Section 10.4.

     (h) Any successor Delaware Trustee shall file an amendment to the
Certificate of Trust with the Secretary of State of the State of Delaware
identifying the name and principal place of business of such Successor Delaware
Trustee in the State of Delaware.

Section 5.7 Vacancies Among Trustees.

     If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 5.l, or if the number of Trustees is
increased pursuant to Section 5.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Administrative Trustees or, if
there are more than two, a majority of the Administrative Trustees shall be
conclusive evidence of the existence of such vacancy. The vacancy shall be
filled with a Trustee appointed in accordance with Section 5.6.
<PAGE>

Section 5.8 Effect of Vacancies.

     The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee shall
not operate to dissolve, liquidate or annul the Trust or to terminate this
Declaration. Whenever a vacancy in the number of Administrative Trustees shall
occur, until such vacancy is filled by the appointment of an Administrative
Trustee in accordance with Section 5.6, the Administrative Trustees in office,
regardless of their number, shall have all the powers granted to the
Administrative Trustees and shall discharge all the duties imposed upon the
Administrative Trustees by this Declaration.

Section 5.9 Meetings.

     If there is more than one Administrative Trustee, meetings of the
Administrative Trustees shall be held from time to time upon the call of any
Administrative Trustee. Regular meetings of the Administrative Trustees may be
held at a time and place fixed by resolution of the Administrative Trustees.
Notice of any in-person meetings of the Administrative Trustees shall be hand
delivered or otherwise delivered in writing (including by facsimile, with a hard
copy by overnight courier) not less than 24 hours before such meeting. Notice of
any telephonic meetings of the Administrative Trustees or any committee thereof
shall be hand delivered or otherwise delivered in writing (including by
facsimile, with a hard copy by overnight courier) not less than 24 hours before
a meeting. Notices shall contain a brief statement of the time, place and
anticipated purposes of the meeting. The presence (whether in person or by
telephone) of an Administrative Trustee at a meeting shall constitute a waiver
of notice of such meeting except where an Administrative Trustee attends a
meeting for the express purpose of objecting to the transaction of any activity
on the ground that the meeting has not been lawfully called or convened. Unless
provided otherwise in this Declaration, any action of the Administrative
Trustees may be taken at a meeting by vote of a majority of the Administrative
Trustees present (whether in person or by telephone) and eligible to vote with
respect to such matter, provided, that a Quorum is present, or without a meeting
by the unanimous written consent of the Administrative Trustees. In the event
there is only one Administrative Trustee, any and all action of such
Administrative Trustee shall be evidenced by a written consent of such
Administrative Trustee.

Section 5.10      Delegation of Power.

     (a) Any Administrative Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purpose of executing any documents contemplated in Section 3.6
or making any other governmental filing.

     (b) The Administrative Trustees shall have power to delegate from time to
time to such of their number or to officers of the Trust the doing of such
things and the execution of such instruments either in the name of the Trust or
the names of the Administrative Trustees or otherwise as the Administrative
Trustees may deem expedient, to the extent such delegation is not prohibited by
applicable law or contrary to the provisions of this Declaration.

Section 5.11      Merger, Conversion, Consolidation or Succession to Business.
<PAGE>

                Any Person into which the Property Trustee or the Delaware
Trustee or any Administrative Trustee that is not a natural person, as the case
may be, may be merged or converted or with which it may be consolidated, or any
Person resulting from any merger, conversion or consolidation to which the
Property Trustee or the Delaware Trustee, as the case may be, shall be a party,
or any Person succeeding to all or substantially all the corporate trust
business of the Property Trustee or the Delaware Trustee, as the case may be,
shall be the successor of the Property Trustee or the Delaware Trustee, as the
case may be, hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, provided such Person shall
be otherwise qualified and eligible under this Article and provided further that
such Person shall file an amendment to the Certificate of Trust with the
Delaware Secretary of State as contemplated in Section 5.6(h).

                                   ARTICLE VI
                                 DISTRIBUTIONS

Section 6.1 Distributions.

     Holders shall receive Distributions in accordance with the applicable terms
of the relevant Holder's Securities. If and to the extent that the Debenture
Issuer makes a payment of interest (including Compounded Interest and Additional
Sums), premium and/or principal on the Debentures held by the Property Trustee
(the amount of any such payment being a "Payment Amount"), the Property Trustee
shall and is directed, to the extent funds are available for that purpose, to
make a distribution (a "Distribution") of the Payment Amount to Holders in
accordance with the terms of the Securities.

                                  ARTICLE VII
                             ISSUANCE OF SECURITIES

Section 7.1 General Provisions Regarding Securities.

     (a) The Administrative Trustees shall, on behalf of the Trust, issue one
class of MMCapSSM representing undivided preferred beneficial interests in the
assets of the Trust having such terms as are set forth in Annex I (the "Capital
Securities") and one class of common securities representing undivided common
beneficial interests in the assets of the Trust having such terms as are set
forth in Annex I (the "Common Securities"). The Trust shall issue no securities
or other interests in the assets of the Trust other than the Capital Securities
and the Common Securities.

     (b) The consideration received by the Trust for the issuance of the
Securities shall constitute a contribution to the capital of the Trust and shall
not constitute a loan to the Trust.

     (c) Upon issuance of the Securities as provided in this Declaration, the
Securities so issued shall be deemed to be validly issued and, subject to the
terms of this Declaration, fully paid and nonassessable undivided beneficial
interests in the assets of the Trust and entitled to the benefits of this
Declaration, and the Holders thereof shall be entitled to the benefits of this
Declaration.
<PAGE>


<PAGE>

     (d) Every Person, by virtue of having become a Holder in accordance with
the terms of this Declaration, shall be deemed to have expressly assented and
agreed to the terms of, and shall be bound by, this Declaration.

Section 7.2 Execution and Authentication.

     (a) The Securities shall be signed on behalf of the Trust by an
Administrative Trustee. In case any Administrative Trustee of the Trust who
shall have signed any of the Securities shall cease to be such Administrative
Trustee before the Securities so signed shall be delivered by the Trust, such
Securities nevertheless may be delivered as though the Person who signed such
Securities had not ceased to be such Administrative Trustee; and any Securities
may be signed on behalf of the Trust by such persons who, at the actual date of
execution of such Security, shall be the Administrative Trustees of the Trust,
although at the date of the execution and delivery of this Declaration any such
person was not an Administrative Trustee.

     (b) One Administrative Trustee shall sign the Capital Securities for the
Trust by manual or facsimile signature. Unless otherwise determined by an
Administrative Trustee on behalf of the Trust, an Administrative Trustee shall
sign the Common Securities for the Trust by manual signature.

     A Capital Security shall not be valid until authenticated by the manual
signature of an authorized signatory of the Property Trustee. The signature
shall be conclusive evidence that the Capital Security has been authenticated
under this Declaration. A Common Security shall be valid upon execution by an
Administrative Trustee without any act of the Property Trustee.

     Upon a written order of the Trust signed by one Administrative Trustee, the
Property Trustee shall authenticate the Capital Securities for original issue.
The aggregate number of Capital Securities outstanding at any time shall not
exceed the number set forth in Annex I hereto except as provided in Section 7.6.

     The Property Trustee may appoint an authenticating agent acceptable to the
Trust to authenticate Capital Securities. An authenticating agent may
authenticate Capital Securities whenever the Property Trustee may do so. Each
reference in this Declaration to authentication by the Property Trustee includes
authentication by such agent. An authenticating agent has the same rights as the
Property Trustee hereunder with respect to the Sponsor or an Affiliate.

Section 7.3 Form and Dating.

     The Capital Securities shall be evidenced by one or more certificates
substantially in the form of Exhibit A-1, and the Common Securities shall be
evidenced by one or more certificates substantially in the form of Exhibit A-2.
The Property Trustee's certificate of authentication shall be substantially in
the form set forth in Exhibit A-1. Certificates representing the Securities may
be printed, lithographed or engraved or may be produced in any other manner as
is reasonably acceptable to an Administrative Trustee, as evidenced by the
execution thereof. The Securities may have letters, "CUSIP" or other numbers,
notations or other marks of identification or designation and such legends or
endorsements required by law,
<PAGE>

stock exchange rule, agreements to which the Trust is subject, if any, or usage,
provided, that any such notation, legend or endorsement is in a form acceptable
to the Administrative Trustees, as evidenced by their execution thereof. The
Trust at the direction of the Sponsor, shall furnish any such legend not
contained in Exhibit A-1 to the Property Trustee in writing. Each Capital
Security shall be dated the date of its authentication. The terms and provisions
of the Securities set forth in Annex I and the forms of Securities set forth in
Exhibits A-1 and A-2 are part of the terms of this Declaration and, to the
extent applicable, the Property Trustee and the Sponsor, by their execution and
delivery of this Declaration, expressly agree to such terms and provisions and
to be bound thereby.

     Purchasers of Capital Securities will be entitled to receive physical
delivery of certificated Capital Securities in the form of individual
certificates ("Capital Security Certificate") in definitive, fully registered
form ("Definitive Capital Securities") without distribution coupons and with the
Restricted Securities Legend set forth in Exhibit A-1 hereto ("Restricted
Definitive Capital Securities"). Restricted Definitive Capital Securities will
bear the Restricted Securities Legend set forth on Exhibit A-1 unless removed in
accordance with Section 9.2.

Section 7.4 Registrar, Paying Agent and Exchange Agent.

     The Trust shall maintain in Wilmington, Delaware (i) an office or agency
where Capital Securities may be presented for registration of transfer
("Registrar"), (ii) an office or agency where Capital Securities may be
presented for payment ("Paying Agent") and (iii) an office or agency where
Securities may be presented for exchange ("Exchange Agent"). The Registrar shall
keep a register of the Capital Securities and of their transfer. The Trust may
appoint the Registrar, the Paying Agent and the Exchange Agent and may appoint
one or more co-registrars, one or more additional paying agents and one or more
additional Exchange Agents in such other locations as it shall determine. The
term "Registrar" includes any additional registrar, the term "Paying Agent"
includes any additional paying agent and the term "Exchange Agent" includes any
additional Exchange Agent. The Trust may change any Paying Agent, Registrar,
co-registrar or Exchange Agent without prior notice to any Holder. The Paying
Agent shall be permitted to resign as Paying Agent upon 30 days' written notice
to the Property Trustee, the Administrative Trustees and the Sponsor. The Trust
shall notify the Property Trustee of the name and address of any Agent not a
party to this Declaration. If the Trust fails to appoint or maintain another
entity as Registrar, Paying Agent or Exchange Agent, the Property Trustee shall
act as such. The Trust or any of its Affiliates may act as Paying Agent,
Registrar, or Exchange Agent. The Trust shall act as Paying Agent, Registrar and
Exchange Agent for the Common Securities.

     The Trust initially appoints the Property Trustee as Registrar, Paying
Agent and Exchange Agent for the Capital Securities.

Section 7.5 Paying Agent to Hold Money in Trust.

     The Trust shall require each Paying Agent other than the Property Trustee
to agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Property Trustee all money held by the Paying Agent for the
payment of liquidation amounts or
<PAGE>

Distributions, and will notify the Property Trustee if there are insufficient
funds for such purpose. While any such insufficiency continues, the Property
Trustee may require a Paying Agent to pay all money held by it to the Property
Trustee. The Trust at any time may require a Paying Agent to pay all money held
by it to the Property Trustee and to account for any money disbursed by it. Upon
payment over to the Property Trustee, the Paying Agent (if other than the Trust
or an Affiliate of the Trust) shall have no further liability for the money. If
the Trust or the Sponsor or an Affiliate of the Trust or the Sponsor acts as
Paying Agent, it shall segregate and hold in a separate trust fund for the
benefit of the Holders all money held by it as Paying Agent.

Section 7.6 Replacement Securities.

     If a Holder claims that a Security owned by it has been lost, destroyed or
wrongfully taken or if such Security is mutilated and is surrendered to the
Trust or in the case of the Capital Securities to the Property Trustee, an
Administrative Trustee shall execute and the Property Trustee shall, upon
receipt of written direction from an Administrative Trustee, authenticate and
make available for delivery a replacement Security if the Property Trustee's
requirements are met. An indemnity bond must be provided by the Holder which, in
the judgment of the Property Trustee, is sufficient to protect the Trustees, the
Sponsor, the Trust or any authenticating agent from any loss which any of them
may suffer if a Security is replaced. The Trust may charge such Holder for its
expenses in replacing a Security.

Section 7.7 Outstanding Capital Securities.

     The Capital Securities outstanding at any time are all the Capital
Securities authenticated by the Property Trustee except for those canceled by
it, those delivered to it for cancellation, and those described in this Section
as not outstanding.

     If a Capital Security is replaced, paid or purchased pursuant to Section
7.6 hereof, it ceases to be outstanding unless the Property Trustee receives
proof satisfactory to it that the replaced, paid or purchased Capital Security
is held by a bona fide purchaser.

     If Capital Securities are considered paid in accordance with the terms of
this Declaration, they cease to be outstanding and Distributions on them shall
cease to accumulate.

     A Capital Security does not cease to be outstanding because one of the
Trust, the Sponsor or an Affiliate of the Sponsor holds the Security.

Section 7.8 Capital Securities in Treasury.

     In determining whether the Holders of the required amount of Securities
have concurred in any direction, waiver or consent, Capital Securities owned by
the Trust, the Sponsor or an Affiliate of the Sponsor, as the case may be, shall
be disregarded and deemed not to be outstanding, except that for the purposes of
determining whether the Property Trustee shall be fully protected in relying on
any such direction, waiver or consent, only Securities which the Property
Trustee actually knows are so owned shall be so disregarded.

Section 7.9 Temporary Securities.
<PAGE>

     Until Definitive Capital Securities are ready for delivery, the Trust may
prepare and, in the case of the Capital Securities, the Property Trustee shall,
upon receipt of written direction from an Administrative Trustee, authenticate
temporary Securities. Temporary Securities shall be substantially in the form of
Definitive Capital Securities but may have variations that the Trust considers
appropriate for temporary Securities. Without unreasonable delay, the Trust
shall prepare and, in the case of the Capital Securities, the Property Trustee
shall, upon receipt of a Corporation Order, authenticate Definitive Capital
Securities in exchange for temporary Securities.

Section 7.10      Cancellation.

     The Trust at any time may deliver Capital Securities to the Property
Trustee for cancellation. The Registrar, Paying Agent and Exchange Agent shall
forward to the Property Trustee any Capital Securities surrendered to them for
registration of transfer, redemption, exchange or payment. The Property Trustee
shall promptly cancel all Capital Securities surrendered for registration of
transfer, redemption, exchange, payment, replacement or cancellation and shall
dispose of canceled Capital Securities in accordance with its customary
procedures unless the Trust otherwise directs. The Trust may not issue new
Capital Securities to replace Capital Securities that it has paid or that have
been delivered to the Property Trustee for cancellation or that any Holder has
exchanged.

Section 7.11      CUSIP Numbers.

     The Trust in issuing the Capital Securities may use "CUSIP" numbers (if
then generally in use), and, if so, the Property Trustee shall use "CUSIP"
numbers in notices of redemption as a convenience to Holders of Capital
Securities; provided, that, any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Capital
Securities or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Capital
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Sponsor will promptly notify the Property Trustee
of any change in the CUSIP numbers.

                                  ARTICLE VIII
                              DISSOLUTION OF TRUST

Section 8.1 Dissolution of Trust.

     (a) The Trust shall automatically dissolve:

          (i) upon the bankruptcy of the Sponsor;

          (ii) upon the filing of a certificate of dissolution or liquidation or
     its equivalent with respect to the Sponsor; or the revocation of the
     Sponsor's charter and the expiration of 90 days after the date of
     revocation without a reinstatement thereof;

          (iii) following the distribution of a Like Amount of the Debentures to
     the Holders, provided, that the Property Trustee has received written
     notice
<PAGE>

     from the Sponsor directing the Property Trustee to dissolve the Trust
     (which direction is optional, and except as otherwise expressly provided
     below, within the discretion of the Sponsor), and provided further, that
     such direction and such distribution is conditioned on (a) the receipt by
     the Sponsor of any and all required regulatory approvals, and (b) the
     Sponsor's receipt and delivery to the Administrative Trustees of an opinion
     of independent tax counsel experienced in such matters, which opinion may
     rely on public or private rulings of the Internal Revenue Service, to the
     effect that the Holders of the Capital Securities will not recognize any
     gain or loss for United States federal income tax purposes as a result of
     the dissolution of the Trust and the distribution of Debentures;

          (iv) upon the entry of a decree of judicial dissolution of the Trust
     by a court of competent jurisdiction;

          (v) when all of the Securities shall have been called for redemption
     and the amounts necessary for redemption thereof shall have been paid to
     the Holders in accordance with the terms of the Securities;

          (vi) upon the redemption or repayment of the Debentures or at such
     time as no Debentures are outstanding; or

          (vii) the expiration of the term of the Trust provided in Section
     3.14.

     (b) As soon as is practicable upon completion of winding up of the Trust
following the occurrence of an event referred to in Section 8.1(a) and the
satisfaction of creditors of the Trust in accordance with applicable law, the
Administrative Trustees shall terminate the Trust by filing a certificate of
cancellation with the Secretary of State of the State of Delaware in accordance
with the Business Trust Act.

     (c) The provisions of Section 3.9 and Article X shall survive the
dissolution and termination of the Trust.

                                   ARTICLE IX
                              TRANSFER OF INTERESTS

Section 9.1 Transfer of Securities.

     (a) Securities may only be transferred, in whole or in part, in accordance
with the terms and conditions set forth in this Declaration and in accordance
with the terms of the Securities. To the fullest extent permitted by law, any
transfer or purported transfer of any Security not made in accordance with this
Declaration shall be null and void.

     (b) Subject to this Article IX, Capital Securities may only be transferred,
in whole or in part, in accordance with the terms and conditions set forth in
this Declaration. To the fullest extent permitted by law, any transfer or
purported transfer of any Security not made in accordance with this Declaration
shall be null and void.
<PAGE>

     (c) For so long as the Securities remain outstanding, the Sponsor agrees
(i) not to transfer ownership of the Common Securities of the Trust, provided
that any permitted successor of the Sponsor under the Indenture may succeed to
the Sponsor's ownership of the Common Securities, (ii) not to cause, as Sponsor
of the Trust, or to permit, as Holder of the Common Securities, the dissolution,
winding-up or liquidation of the Trust, except as provided in this Declaration
and (iii) to use its best efforts to cause the Trust (a) to remain a business
trust, except in connection with the distribution of Debentures to the Holders
in liquidation of the Trust, the redemption of all of the Securities, or certain
mergers, consolidations or amalgamations, each as permitted by this Declaration,
and (b) to otherwise continue to be classified as a grantor trust for United
States federal income tax purposes.

     (d) The Registrar shall provide for the registration of Capital Securities
and of the transfer of Capital Securities, which will be effected without charge
but only upon payment (with such indemnity as the Registrar may require) in
respect of any tax or other governmental charges that may be imposed in relation
to it. Upon surrender for registration of transfer of any Capital Securities, an
Administrative Trustee shall cause one or more new Capital Securities to be
issued in the name of the designated transferee or transferees. Every Capital
Security surrendered for registration of transfer shall be accompanied by a
written instrument of transfer in form satisfactory to the Registrar duly
executed by the Holder or such Holder's attorney duly authorized in writing.
Each Capital Security surrendered for registration of transfer shall be
delivered to the Registrar and canceled in accordance with Section 7.10. A
transferee of a Capital Security shall be entitled to the rights and subject to
the obligations of a Holder hereunder upon the receipt by such transferee of a
Capital Security. By acceptance of a Capital Security or any interest therein,
each transferee shall be deemed to have agreed to be bound by this Declaration.

Section 9.2 Transfer Procedures and Restrictions.

     (a) General. If Capital Securities are issued upon the transfer, exchange
or replacement of Capital Securities bearing the Restricted Securities Legend
set forth in Exhibit A-1 hereto, or if a request is made to remove such
Restricted Securities Legend on Capital Securities, the Capital Securities so
issued shall bear the Restricted Securities Legend, or the Restricted Securities
Legend shall not be removed, as the case may be, unless there is delivered to
the Trust and the Property Trustee such satisfactory evidence, which shall
include an Opinion of Counsel, as may be reasonably required by the Trust and
the Property Trustee, that neither the Restricted Securities Legend nor the
restrictions on transfer set forth therein are required to ensure that transfers
thereof are made pursuant to an exception from the registration requirements of
the Securities Act or, with respect to Restricted Capital Securities, that such
Securities are not "restricted" within the meaning of Rule 144. Upon provision
of such satisfactory evidence, the Property Trustee, at the written direction of
an Administrative Trustee on behalf of the Trust, shall authenticate and deliver
Capital Securities that do not bear the legend.

     (b) Transfer and Exchange of Definitive Capital Securities. When Definitive
Capital Securities are presented to the Registrar or co-registrar:

               (x) to register the transfer of such Definitive Capital
          Securities; or
<PAGE>

               (y) to exchange such Definitive Capital Securities which became
          mutilated, destroyed, defaced, stolen or lost, for an equal number of
          Definitive Capital Securities, the Registrar or co-registrar shall
          register the transfer or make the exchange as requested if its
          reasonable requirements for such transaction are met;

          provided, however, that the Definitive Capital Securities surrendered
          for registration of transfer or exchange:

                    (i) shall be duly endorsed or accompanied by a written
               instrument of transfer in form reasonably satisfactory to the
               Trust and the Registrar or co-registrar,duly executed by the
               Holder thereof or his attorney duly authorized in writing; and

                    (ii) in the case of Definitive Capital Securities that are
               Restricted Definitive Capital Securities:

                         (A) if such Restricted Capital Securities are being
                    delivered to the Registrar by a Holder for registration in
                    the name of such Holder, without transfer, certification(s)
                    from such Holder to that effect; or

                         (B) if such Restricted Capital Securities are being
                    transferred: (i) certification(s) in a form substantially
                    similar to that attached hereto as the form of "Assignment"
                    in Exhibit A-1, and (ii) if the Trust or Registrar so
                    requests, evidence reasonably satisfactory to them as to the
                    compliance with the restrictions set forth in the Restricted
                    Securities Legend.

     (c) Legend.


                    (i) Except as permitted by the following paragraph (ii),
               each Capital Security Certificate evidencing each Definitive
               Capital Security and all Capital Securities issued in exchange
               thereof or substitution thereof shall bear a legend (the
               "Restricted Securities Legend") in substantially the following
               form:

               THIS CAPITAL SECURITY HAS NOT BEEN REGISTERED UNDER THE
               SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
               STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAW.
               NEITHER THIS CAPITAL SECURITY NOR ANY INTEREST OR PARTICIPATION
               HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
               ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
               REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
               SUBJECT TO, REGISTRATION.
<PAGE>

               THE HOLDER OF THIS CAPITAL SECURITY BY ITS ACCEPTANCE HEREOF
               AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS CAPITAL
               SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION
               DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL
               ISSUANCE DATE HEREOF AND THE LAST DATE ON WHICH MATRIX BANCORP,
               INC. (THE "CORPORATION") OR ANY "AFFILIATE" OF THE CORPORATION
               WAS THE OWNER OF THIS CAPITAL SECURITY (OR ANY PREDECESSOR OF
               THIS CAPITAL SECURITY) ONLY (A) TO THE CORPORATION, (B) PURSUANT
               TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
               UNDER THE SECURITIES ACT, (C) SO LONG AS THIS CAPITAL SECURITY IS
               ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
               ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A
               "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) THAT
               PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
               INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
               BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL
               "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a)(1),
               (2), (3), (7) OR (8) OF RULE 501 UNDER THE SECURITIES ACT THAT IS
               ACQUIRING THIS CAPITAL SECURITY FOR ITS OWN ACCOUNT, OR FOR THE
               ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR
               INVESTMENT PURPOSES PURSUANT TO AN EXEMPTION FROM THE
               REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND NOT WITH A
               VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
               DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (E) PURSUANT
               TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
               REQUIREMENTS UNDER THE SECURITIES ACT, SUBJECT TO THE RIGHT OF
               MATRIX BANCORP CAPITAL TRUST II (THE "TRUST") AND THE CORPORATION
               PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE
               (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
               CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
               THEM, AND (ii) PURSUANT TO CLAUSE (D) TO REQUIRE THAT THE
               TRANSFEROR DELIVER TO THE
<PAGE>

               TRUST A LETTER FROM THE TRANSFEREE SUBSTANTIALLY IN THE FORM OF
               ANNEX II TO THE DECLARATION. SUCH HOLDER FURTHER AGREES THAT IT
               WILL DELIVER TO EACH PERSON TO WHOM THIS CAPITAL SECURITY IS
               TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

               THE HOLDER OF THIS CAPITAL SECURITY BY ITS ACCEPTANCE HEREOF ALSO
               AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE
               BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR
               ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
               SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
               THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, (THE "CODE") (EACH
               A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN
               ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY AND NO
               PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD
               THE CAPITAL SECURITIES OR ANY INTEREST THEREIN, UNLESS SUCH
               PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF
               AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION
               CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER
               APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF CAPITAL
               SECURITIES IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION
               4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY
               PURCHASER OR HOLDER OF THE CAPITAL SECURITIES OR ANY INTEREST
               THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND
               HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT
               PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO
               WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER
               PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR
               ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE
               BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH
               PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER
               SECTION 406 OF ERISA OR SECTION 4975 OF
<PAGE>

               THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR
               ADMINISTRATIVE EXEMPTION.

In all circumstances, each Capital Security Certificate shall bear the following
legend:

               THE CAPITAL SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY
               IN BLOCKS HAVING A LIQUIDATION AMOUNT OF NOT LESS THAN $100,000
               (100 CAPITAL SECURITIES) AND MULTIPLES OF $1,000 IN EXCESS
               THEREOF. ANY ATTEMPTED TRANSFER OF CAPITAL SECURITIES IN A BLOCK
               HAVING A LIQUIDATION AMOUNT OF LESS THAN $100,000 (100 CAPITAL
               SECURITIES) SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT
               WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO
               BE THE HOLDER OF SUCH CAPITAL SECURITIES FOR ANY PURPOSE,
               INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON
               SUCH CAPITAL SECURITIES, AND SUCH PURPORTED TRANSFEREE SHALL BE
               DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH CAPITAL SECURITIES.

                    (ii) Upon any sale or transfer of a Restricted Capital
               Security pursuant to an effective registration statement under
               the Securities Act or pursuant to Rule 144 the Registrar shall
               permit the Holder thereof to exchange such Restricted Capital
               Security for a Definitive Capital Security that does not bear the
               Restricted Securities Legend and rescind any restriction on the
               transfer of such Restricted Capital Security.

     (d) Obligations with Respect to Transfers and Exchanges of Capital
Securities.


                    (i) To permit registrations of transfers and exchanges, the
               Trust shall execute and the Property Trustee shall authenticate
               Definitive Capital Securities at the Registrar's or
               co-registrar's request in accordance with the terms of this
               Declaration.

                    (ii) Registrations of transfers or exchanges will be
               effected without charge, but only upon payment (with such
               indemnity as the Trust or the Sponsor may require) in respect of
               any tax or other governmental charge that may be imposed in
               relation to it.

                    (iii) The Registrar or co-registrar shall not be required to
               register the transfer of or exchange of (a) Capital Securities
               during a period beginning at the opening of business 15 days
               before the day of mailing of a notice of redemption or any notice
               of selection of Capital Securities for redemption and ending at
               the close of business on the day of such mailing or (b) any
<PAGE>

               Capital Security so selected for redemption in whole or in part,
               except the unredeemed portion of any Capital Security being
               redeemed in part.

                    (iv) Prior to the due presentation for registration of
               transfer of any Capital Security, the Trust, the Property
               Trustee, the Paying Agent, the Registrar or any co-registrar may
               deem and treat the Person in whose name a Capital Security is
               registered as the absolute owner of such Capital Security for the
               purpose of receiving Distributions on such Capital Security and
               for all other purposes whatsoever, and none of the Trust, the
               Property Trustee, the Paying Agent, the Registrar or any
               co-registrar shall be affected by notice to the contrary.

                    (v) All Capital Securities issued upon any registration of
               transfer or exchange pursuant to the terms of this Declaration
               shall evidence the same security and shall be entitled to the
               same benefits under this Declaration as the Capital Securities
               surrendered upon such registration of transfer or exchange.

     (e) No Obligation of the Property Trustee.

                    (i) The Property Trustee shall have no responsibility or
               obligation to any Person with respect to any ownership interest
               in the Capital Securities or with respect to the delivery to any
               beneficial owner or other Person of any notice (including any
               notice of redemption) or the payment of any amount, under or with
               respect to such Capital Securities. All notices and
               communications to be given to the Holders and all payments to be
               made to Holders under the Capital Securities shall be given or
               made only to or upon the order of the registered Holders.

                    (ii) The Property Trustee and the Registrar shall have no
               obligation or duty to monitor, determine or inquire as to
               compliance with any restrictions on transfer imposed under this
               Declaration or under applicable law with respect to any transfer
               of any interest in any Capital Security other than to require
               delivery of such certificates and other documentation or evidence
               as are expressly required by, and to do so if and when expressly
               required by, the terms of this Declaration, and to examine the
               same to determine whether or not on their face they substantially
               comply with the express requirements hereof.

     (f) Minimum Transfers. Capital Securities may only be transferred in
minimum blocks of $100,000 aggregate liquidation amount (100 Capital Securities)
and multiples of $1,000 in excess thereof. Any attempted transfer of Capital
Securities in a block having an aggregate liquidation amount of less than
$100,000 shall be deemed to be voided and of no legal effect whatsoever. Any
such purported transferee shall be deemed not to be a Holder of such Capital
Securities for any purpose, including, but not limited to, the receipt of
Distributions on such Capital Securities, and such purported transferee shall be
deemed to have no interest whatsoever in such Capital Securities.
<PAGE>

Section 9.3 Deemed Security Holders.

     The Trustees may treat the Person in whose name any Security shall be
registered on the books and records of the Trust as the sole owner and Holder of
such Security for purposes of receiving Distributions and for all other purposes
whatsoever and, accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such Security on the part of any Person, whether
or not the Trust shall have actual or other notice thereof.

                                   ARTICLE X
                           LIMITATION OF LIABILITY OF
                    HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

Section 10.1      Liability.

     (a) Except as expressly set forth in this Declaration, the Securities
Guarantees and the terms of the Securities, the Sponsor shall not be:

               (i) personally liable for the return of any portion of the
          capital contributions (or any return thereon) of the Holders which
          shall be made solely from assets of the Trust; and

               (ii) required to pay to the Trust or to any Holder any deficit
          upon dissolution of the Trust or otherwise.

     (b) The Sponsor shall be liable for all of the debts and obligations of the
Trust (other than in respect of the Securities).

     (c) Pursuant to ss. 3803(a) of the Business Trust Act, the Holders shall be
entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the General Corporation Law
of the State of Delaware.

Section 10.2      Exculpation.

     (a) No Indemnified Person shall be liable, responsible or accountable in
damages or otherwise to the Trust 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 on behalf of the Trust and in a manner such
Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Declaration 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 gross negligence (or in the case
of the Property Trustee or the Delaware Trustee, 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 Trust and upon such information, opinions, reports or
statements presented to the Trust by any Person as to matters the Indemnified
Person reasonably believes are within such other Person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Trust, including information, opinions, reports or statements as to the
<PAGE>

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 might properly be paid.

Section 10.3      Fiduciary Duty.

     (a) To the extent that, at law or in equity, an Indemnified Person has
duties (including fiduciary duties) and liabilities relating thereto to the
Trust or to any other Covered Person, an Indemnified Person acting under this
Declaration shall not be liable to the Trust or to any other Covered Person for
its good faith reliance on the provisions of this Declaration. The provisions of
this Declaration, to the extent that they restrict the duties and liabilities of
an Indemnified Person otherwise existing at law or in equity (other than the
duties imposed on the Property Trustee under the Trust Indenture Act), are
agreed by the parties hereto to replace such other duties and liabilities of
such Indemnified Person.

     (b) Unless otherwise expressly provided herein:

               (i) whenever a conflict of interest exists or arises between any
          Covered Person and any Indemnified Person, or

               (ii) whenever this Declaration or any other agreement
          contemplated herein or therein provides that an Indemnified Person
          shall act in a manner that is, or provides terms that are, fair and
          reasonable to the Trust or any Holder of Securities,

the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms, considering in each case the relative interest of each
party (including its own interest) to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such interests, any customary
or accepted industry practices, and any applicable generally accepted accounting
practices or principles. In the absence of bad faith by the Indemnified Person,
the resolution, action or term so made, taken or provided by the Indemnified
Person shall not constitute a breach of this Declaration or any other agreement
contemplated herein or of any duty or obligation of the Indemnified Person at
law or in equity or otherwise.

     (c) Whenever in this Declaration an Indemnified Person is permitted or
required to make a decision:

               (i) in its "discretion" or under a grant of similar authority,
          the Indemnified Person shall be entitled to consider such interests
          and factors as it desires, including its own interests, and shall have
          no duty or obligation to give any consideration to any interest of or
          factors affecting the Trust or any other Person; or

               (ii) in its "good faith" or under another express standard, the
          Indemnified Person shall act under such express standard and shall not
          be subject to any other or different standard imposed by this
          Declaration or by applicable law.

Section 10.4      Indemnification.
<PAGE>

     (a) (i) The Sponsor shall indemnify, to the full extent permitted by law,
any Company Indemnified Person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Trust) by reason of the fact that he is or was a
Company Indemnified Person, against expenses (including attorneys' fees
and expenses), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Trust, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the Company
Indemnified Person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Trust, and, with
respect to any criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.

                (ii) The Sponsor shall indemnify, to the full extent permitted
by law, any Company Indemnified Person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Trust to procure a judgment in its favor by reason of the fact
that he is or was a Company Indemnified Person against expenses (including
attorneys' fees and expenses) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Trust and except that no such indemnification shall be
made in respect of any claim, issue or matter as to which such Company
Indemnified Person shall have been adjudged to be liable to the Trust unless and
only to the extent that the Court of Chancery of Delaware or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such Person is fairly and reasonably entitled to indemnity for such expenses
which such Court of Chancery or such other court shall deem proper.

                (iii) To the extent that a Company Indemnified Person shall be
successful on the merits or otherwise (including dismissal of an action without
prejudice or the settlement of an action without admission of liability) in
defense of any action, suit or proceeding referred to in paragraphs (i) and (ii)
of this Section 10.4(a), or in defense of any claim, issue or matter therein, he
or she shall be indemnified, to the full extent permitted by law, against
expenses (including attorneys' fees) actually and reasonably incurred by him or
her in connection therewith.

                (iv) Any indemnification under paragraphs (i) and (ii) of this
Section 10.4(a) (unless ordered by a court) shall be made by the Sponsor only as
authorized in the specific case upon a determination that indemnification of the
Company Indemnified Person is proper in the circumstances because he or she has
met the applicable standard of conduct set forth in paragraphs (i) and (ii).
Such determination shall be made (1) by the Administrative Trustees by a
majority vote of a Quorum consisting of such Administrative Trustees who were
not parties to such action, suit or proceeding, (2) if such a Quorum is not
obtainable, or, even if
<PAGE>

obtainable, if a Quorum of disinterested Administrative Trustees so directs, by
independent legal counsel in a written opinion, or (3) by the Common Security
Holder of the Trust.

                (v) Expenses (including attorneys' fees and expenses) incurred
by a Company Indemnified Person in defending a civil, criminal, administrative
or investigative action, suit or proceeding referred to in paragraphs (i) and
(ii) of this Section 10.4(a) shall be paid by the Sponsor in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Company Indemnified Person to repay such
amount if it shall ultimately be determined that he or she is not entitled to be
indemnified by the Sponsor as authorized in this Section 10.4(a).
Notwithstanding the foregoing, no advance shall be made by the Sponsor if a
determination is reasonably and promptly made (i) by the Administrative Trustees
by a majority vote of a Quorum of disinterested Administrative Trustees, (ii) if
such a Quorum is not obtainable, or, even if obtainable, if a Quorum of
disinterested Administrative Trustees so directs, by independent legal counsel
in a written opinion or (iii) by the Common Security Holder of the Trust, that,
based upon the facts known to the Administrative Trustees, counsel or the Common
Security Holder at the time such determination is made, such Company Indemnified
Person acted in bad faith or in a manner that the Common Security Holder did not
believe to be in, or believed was opposed to, the best interests of the Trust,
or, with respect to any criminal proceeding, that such Company Indemnified
Person believed or had reasonable cause to believe his or her conduct was
unlawful. In no event shall any advance be made in instances where the
Administrative Trustees, independent legal counsel or Common Security Holder
reasonably determine that a Company Indemnified Person deliberately breached his
or her duty to the Trust or its Common or Capital Security Holders.

                (vi) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other paragraphs of this Section 10.4(a) shall
not be deemed exclusive of any other rights to which those seeking
indemnification and advancement of expenses may be entitled under any agreement,
vote of stockholders or disinterested directors of the Sponsor or Capital
Security Holders of the Trust or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office. All
rights to indemnification under this Section 10.4(a) shall be deemed to be
provided by a contract between the Sponsor and each Company Indemnified Person
who serves in such capacity at any time while this Section 10.4(a) is in effect.
Any repeal or modification of this Section 10.4(a) shall not affect any rights
or obligations then existing.

                (vii) The Sponsor or the Trust may purchase and maintain
insurance on behalf of any person who is or was a Company Indemnified Person
against any liability asserted against him or her and incurred by him or her in
any such capacity, or arising out of his or her status as such, whether or not
the Debenture Issuer would have the power to indemnify him or her against such
liability under the provisions of this Section 10.4(a).

                (viii) For purposes of this Section 10.4(a), references to "the
Trust" shall include, in addition to the resulting or surviving entity, any
constituent entity (including any constituent of a constituent) absorbed in a
consolidation or merger, so that any person who is or was a director, trustee,
officer or employee of such constituent entity, or is or was serving at the
request of such constituent entity as a director, trustee, officer, employee or
agent of another
<PAGE>

entity, shall stand in the same position under the provisions of this Section
10.4(a) with respect to the resulting or surviving entity as he or she would
have with respect to such constituent entity if its separate existence had
continued.

                (ix) The indemnification and advancement of expenses provided
by, or granted pursuant to, this Section 10.4(a) shall, unless otherwise
provided when authorized or ratified, continue as to a Person who has ceased to
be a Company Indemnified Person and shall inure to the benefit of the heirs,
executors and administrators of such a Person.

     (b) The Sponsor agrees to indemnify the (i) Property Trustee, (ii) the
Delaware Trustee, (iii) any Affiliate of the Property Trustee or the Delaware
Trustee, and (iv) any officers, directors, shareholders, members, partners,
employees, representatives, custodians, nominees or agents of the Property
Trustee or the Delaware Trustee (each of the Persons in (i) through (iv),
including the Property Trustee and the Delaware Trustee in their respective
individual capacities, being referred to as a "Fiduciary Indemnified Person")
for, and to hold each Fiduciary Indemnified Person harmless against, any and all
loss, liability, damage, action, suit, claim or expense including taxes (other
than taxes based on the income of such Fiduciary Indemnified Person) of any kind
and nature whatsoever incurred without negligence or bad faith on the part of
such Fiduciary Indemnified Person, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the
costs and expenses (including reasonable legal fees and expenses) of defending
against or investigating any claim or liability in connection with the exercise
or performance of any of the powers or duties of such Fiduciary Indemnified
Person hereunder. The obligation to indemnify as set forth in this Section
10.4(b) shall survive the resignation or removal of the Property Trustee or the
Delaware Trustee and the satisfaction and discharge of this Declaration.

     (c) The Sponsor agrees to pay the Property Trustee and the Delaware
Trustee, from time to time, such compensation for all services rendered by the
Property Trustee and the Delaware Trustee hereunder as may be mutually agreed
upon in writing by the Sponsor and the Property Trustee or the Delaware Trustee,
as the case may be, and, except as otherwise expressly provided herein, to
reimburse the Property Trustee and the Delaware Trustee upon its or their
request for all reasonable expenses (including legal fees and expenses),
disbursements and advances incurred or made by the Property Trustee or the
Delaware Trustee, as the case may be, in accordance with the provisions of this
Declaration, except any such expense, disbursement or advance as may be
attributable to its or their negligence or bad faith.

Section 10.5      Outside Businesses.

     Any Covered Person, the Sponsor, the Delaware Trustee and the Property
Trustee (subject to Section 5.3(c)) may engage in or possess an interest in
other business ventures of any nature or description, independently or with
others, similar or dissimilar to the business of the Trust, and the Trust and
the Holders shall have no rights by virtue of this Declaration in and to such
independent ventures or the income or profits derived therefrom, and the pursuit
of any such venture, even if competitive with the business of the Trust, shall
not be deemed wrongful or improper. No Covered Person, the Sponsor, the Delaware
Trustee, or the Property Trustee shall be obligated to present any particular
investment or other opportunity to the Trust even if such opportunity is of a
character that, if presented to the Trust, could be taken
<PAGE>

by the Trust, and any Covered Person, the Sponsor, the Delaware Trustee and the
Property Trustee shall have the right to take for its own account (individually
or as a partner or fiduciary) or to recommend to others any such particular
investment or other opportunity. Any Covered Person, the Delaware Trustee and
the Property Trustee may engage or be interested in any financial or other
transaction with the Sponsor or any Affiliate of the Sponsor, or may act as
depositary for, trustee or agent for, or act on any committee or body of holders
of, securities or other obligations of the Sponsor or its Affiliates.

                                   ARTICLE XI
                                   ACCOUNTING

Section 11.1      Fiscal Year.

     The fiscal year ("Fiscal Year") of the Trust shall be the calendar year, or
such other year as is required by the Code.

Section 11.2      Certain Accounting Matters.

     (a) At all times during the existence of the Trust, the Administrative
Trustees shall keep, or cause to be kept, full books of account, records and
supporting documents, which shall reflect in reasonable detail each transaction
of the Trust. The books of account shall be maintained on the accrual method of
accounting, in accordance with generally accepted accounting principles,
consistently applied. The Trust shall use the accrual method of accounting for
United States federal income tax purposes. The books of account and the records
of the Trust shall be examined by and reported upon as of the end of each Fiscal
Year of the Trust by a firm of independent certified public accountants selected
by the Administrative Trustees.

     (b) The Administrative Trustees shall cause to be duly prepared and
delivered to each of the Holders any annual United States federal income tax
information statement required by the Code, containing such information with
regard to the Securities held by each Holder as is required by the Code and the
Treasury Regulations. Notwithstanding any right under the Code to deliver any
such statement at a later date, the Administrative Trustees shall endeavor to
deliver all such information statements within 30 days after the end of each
Fiscal Year of the Trust.

     (c) The Administrative Trustees shall cause to be duly prepared and filed
with the appropriate taxing authority, an annual United States federal income
tax return, on a Form 1041 or such other form required by United States federal
income tax law, and any other annual income tax returns required to be filed by
the Administrative Trustees on behalf of the Trust with any state or local
taxing authority.

Section 11.3 Banking.

     The Trust may maintain one or more bank accounts in the name and for the
sole benefit of the Trust; provided, however, that all payments of funds in
respect of the Debentures held by the Property Trustee shall be made directly to
the Property Trustee Account and no other funds of the Trust shall be deposited
in the Property Trustee Account. The sole signatories for such accounts shall be
designated by the Administrative Trustees; provided,
<PAGE>

however, that the Property Trustee shall designate the signatories for the
Property Trustee Account.

Section 11.4      Withholding.

     The Trust and the Administrative Trustees shall comply with all withholding
requirements under United States federal, state and local law. The Trust shall
request, and the Holders shall provide to the Trust, such forms or certificates
as are necessary to establish an exemption from withholding with respect to each
Holder, and any representations and forms as shall reasonably be requested by
the Trust to assist it in determining the extent of, and in fulfilling, its
withholding obligations. The Administrative trustees shall cause to be filed
required forms with applicable jurisdictions and, unless an exemption from
withholding is properly established by a Holder, shall remit amounts withheld
with respect to the Holder to applicable jurisdictions. To the extent that the
Trust is required to withhold and pay over any amounts to any authority with
respect to Distributions or allocations to any Holder, the amount withheld shall
be deemed to be a Distribution in the amount of the withholding to the Holder.
In the event of any claim of excess withholding, Holders shall be limited to an
action against the applicable jurisdiction. If the amount required to be
withheld was not withheld from actual Distributions made, the Trust may reduce
subsequent Distributions by the amount of such withholding.

                                  ARTICLE XII
                             AMENDMENTS AND MEETINGS

Section 12.1      Amendments.

     (a) Except as otherwise provided in this Declaration (including Section 7
of Annex I hereto) or by any applicable terms of the Securities, this
Declaration may only be amended by a written instrument approved and executed
by:

               (i) the Sponsor and the Administrative Trustees (or, if there are
          more than two Administrative Trustees, a majority of the
          Administrative Trustees);

               (ii) if the amendment affects the rights, powers, duties,
          obligations or immunities of the Property Trustee, the Property
          Trustee; and

               (iii) if the amendment affects the rights, powers, duties,
          obligations or immunities of the Delaware Trustee, the Delaware
          Trustee.

     (b) No amendment shall be made, and any such purported amendment shall be
void and ineffective:

               (i) unless, in the case of any proposed amendment, the Property
          Trustee shall have first received an Officers' Certificate from each
          of the Trust and the Sponsor that such amendment is permitted by, and
          conforms to, the terms of this Declaration (including the terms of the
          Securities);
<PAGE>

               (ii) unless, in the case of any proposed amendment which affects
          the rights, powers, duties, obligations or immunities of the Property
          Trustee, the Property Trustee shall have first received:

                    (A) an Officers' Certificate from each of the Trust and the
               Sponsor that such amendment is permitted by, and conforms to, the
               terms of this Declaration (including the terms of the
               Securities); and

                    (B) an Opinion of Counsel (who may be counsel to the Sponsor
               or the Trust) that such amendment is permitted by, and conforms
               to, the terms of this Declaration (including the terms of the
               Securities) and that all conditions precedent to the execution
               and delivery of such amendment have been satisfied;

provided,  however,  that the Property  Trustee  shall not be required to sign
any such amendment; and

               (iii) to the extent the result of such amendment would be to:

                    (C) cause the Trust to fail to continue to be classified for
               purposes of United States federal income taxation as a grantor
               trust;

                    (D) reduce or otherwise adversely affect the powers of the
               Property Trustee in contravention of the Trust Indenture Act; or

                    (E) cause the Trust to be deemed to be an Investment Company
               required to be registered under the Investment Company Act.

     (c) At such time after the Trust has issued any Securities that remain
outstanding, any amendment that would adversely affect the rights, privileges or
preferences of any Holder (other than an amendment pursuant to (g) below) may be
effected only with such additional requirements as may be set forth in the terms
of such Securities;

     (d) Section 10.1(c) and this Section 12.1 shall not be amended without the
consent of all of the Holders;

     (e) Article Four shall not be amended without the consent of the Holders of
a Majority in Liquidation Amount of the Common Securities;

     (f) The rights of the Holders of the Common Securities under Article V to
increase or decrease the number of, and appoint and remove Trustees shall not be
amended without the consent of the Holders of a Majority in Liquidation Amount
of the Common Securities; and

     (g) Notwithstanding Section 12.1(c), this Declaration may be amended
without the consent of the Holders to:
<PAGE>

               (i) cure any ambiguity, correct or supplement any provision in
          this Declaration that may be inconsistent with any other provision of
          this Declaration or to make any other provisions with respect to
          matters or questions arising under this Declaration which shall not be
          inconsistent with the other provisions of the Declaration; and

               (ii) to modify, eliminate or add to any provisions of the
          Declaration to such extent as shall be necessary to ensure that the
          Trust will be classified for United States federal income tax purposes
          as a grantor trust at all times that any Securities are outstanding or
          to ensure that the Trust will not be required to register as an
          Investment Company under the Investment Company Act;

provided, however, that in each clause above, such action shall not adversely
affect in any material respect the interests of the Holders, and any such
amendments of this Declaration shall become effective when notice thereof is
given to the Holders.

Section 12.2      Meetings of the Holders; Action by Written Consent.

     (a) Meetings of the Holders of any class of Securities may be called at any
time by the Administrative Trustees (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this Declaration, the terms of
the Securities or the rules of any stock exchange on which the Capital
Securities are listed or admitted for trading. The Administrative Trustees shall
call a meeting of the Holders of such class if directed to do so by the Holders
of at least 20% in Liquidation Amount of such class of Securities. Such
direction shall be given by delivering to the Administrative Trustees one or
more notices in writing stating that the signing Holders wish to call a meeting
and indicating the general or specific purpose for which the meeting is to be
called. Any Holders calling a meeting shall specify in writing the Capital
Security Certificates held by the Holders exercising the right to call a meeting
and only those Securities specified shall be counted for purposes of determining
whether the required percentage set forth in the second sentence of this
paragraph has been met.

     (b) Except to the extent otherwise provided in the terms of the Securities,
the following provisions shall apply to meetings of Holders:

               (i) notice of any such meeting shall be given to all the Holders
          having a right to vote thereat at least seven days and not more than
          60 days before the date of such meeting. Whenever a vote, consent or
          approval of the Holders is permitted or required under this
          Declaration or the rules of any stock exchange on which the Capital
          Securities are listed or admitted for trading, such vote, consent or
          approval may be given at a meeting of the Holders; any action that may
          be taken at a meeting of the Holders may be taken without a
<PAGE>

          meeting if a consent in writing setting forth the action so taken is
          signed by the Holders owning not less than the minimum amount of
          Securities in liquidation amount that would be necessary to authorize
          or take such action at a meeting at which all Holders having a right
          to vote thereon were present and voting; prompt notice of the taking
          of action without a meeting shall be given to the Holders entitled to
          vote who have not consented in writing; and the Administrative
          Trustees may specify that any written ballot submitted to the Security
          Holder for the purpose of taking any action without a meeting shall be
          returned to the Trust within the time specified by the Administrative
          Trustees;

               (ii) each Holder may authorize any Person to act for it by proxy
          on all matters in which a Holder is entitled to participate, including
          waiving notice of any meeting, or voting or participating at a
          meeting; no proxy shall be valid after the expiration of eleven months
          from the date thereof unless otherwise provided in the proxy; every
          proxy shall be revocable at the pleasure of the Holder executing it;
          and, except as otherwise provided herein, all matters relating to the
          giving, voting or validity of proxies shall be governed by the General
          Corporation Law of the State of Delaware relating to proxies, and
          judicial interpretations thereunder, as if the Trust were a Delaware
          corporation and the Holders were stockholders of a Delaware
          corporation;

               (iii) each meeting of the Holders shall be conducted by the
          Administrative Trustees or by such other Person that the
          Administrative Trustees may designate; and

               (iv) unless the Business Trust Act, this Declaration, the terms
          of the Securities, the Trust Indenture Act or the listing rules of any
          stock exchange on which the Capital Securities are then listed or
          trading, otherwise provides, the Administrative Trustees, in their
          sole discretion, shall establish all other provisions relating to
          meetings of Holders, including notice of the time, place or purpose of
          any meeting at which any matter is to be voted on by any Holders,
          waiver of any such notice, action by consent without a meeting, the
          establishment of a record date, quorum requirements, voting in person
          or by proxy or any other matter with respect to the exercise of any
          such right to vote.

                                  ARTICLE XIII
                      REPRESENTATIONS OF PROPERTY TRUSTEE
                              AND DELAWARE TRUSTEE

Section 13.1      Representations and Warranties of Property Trustee.

     The Trustee that acts as initial Property Trustee represents and warrants
to the Trust and to the Sponsor at the date of this Declaration, and each
Successor Property Trustee represents and warrants to the Trust and the Sponsor
at the time of the Successor Property Trustee's acceptance of its appointment as
Property Trustee that:

     (a) the Property Trustee is a Delaware banking corporation, a national
banking association or a bank or trust company, duly organized, validly existing
and in good standing under the laws of the United States or the State of
Delaware as the case may be, with corporate
<PAGE>

power and authority to execute and deliver, and to carry out and perform its
obligations under the terms of, this Declaration;

     (b) the execution, delivery and performance by the Property Trustee of this
Declaration has been duly authorized by all necessary corporate action on the
part of the Property Trustee; and this Declaration has been duly executed and
delivered by the Property Trustee and under Delaware law (excluding any
securities laws) constitutes a legal, valid and binding obligation of the
Property Trustee, enforceable against it in accordance with its terms, subject
to applicable bankruptcy, reorganization, moratorium, insolvency, and other
similar laws affecting creditors' rights generally and to general principles of
equity and the discretion of the court (regardless of whether the enforcement of
such remedies is considered in a proceeding in equity or at law);

     (c) the execution, delivery and performance of this Declaration by the
Property Trustee does not conflict with or constitute a breach of the charter or
by-laws of the Property Trustee; and

     (d) no consent, approval or authorization of, or registration with or
notice to, any federal or state banking authority governing the trust powers of
the Property Trustee is required for the execution, delivery or performance by
the Property Trustee of this Declaration.

Section 13.2      Representations and Warranties of Delaware Trustee.

     The Trustee that acts as initial Delaware Trustee represents and warrants
to the Trust and to the Sponsor at the date of this Declaration, and each
Successor Delaware Trustee represents and warrants to the Trust and the Sponsor
at the time of the Successor Delaware Trustee's acceptance of its appointment as
Delaware Trustee that:

     (a) the Delaware Trustee is a Delaware banking corporation, a national
banking association or a bank or trust company, duly organized, validly existing
and in good standing under the laws of the United States or the State of
Delaware, as the case may be, with corporate power and authority to execute and
deliver, and to carry out and perform its obligations under the terms of, this
Declaration;

     (b) the execution, delivery and performance by the Delaware Trustee of this
Declaration has been duly authorized by all necessary corporate action on the
part of the Delaware Trustee; and this Declaration has been duly executed and
delivered by the Delaware Trustee and under Delaware law (excluding any
securities laws) constitutes a legal, valid and binding obligation of the
Delaware Trustee, enforceable against it in accordance with its terms, subject
to applicable bankruptcy, reorganization, moratorium, insolvency, and other
similar laws affecting creditors' rights generally and to general principles of
equity and the discretion of the court (regardless of whether the enforcement of
such remedies is considered in a proceeding in equity or at law);

     (c) the execution, delivery and performance of this Declaration by the
Delaware Trustee does not conflict with or constitute a breach of the charter or
by-laws of the Delaware Trustee; and
<PAGE>

     (d) no consent, approval or authorization of, or registration with or
notice to, any federal or Delaware banking authority governing the trust powers
of the Delaware Trustee is required for the execution, delivery or performance
by the Delaware Trustee of this Declaration; and

     (e) the Delaware Trustee is a natural person who is a resident of the State
of Delaware or, if not a natural person, an entity which has its principal place
of business in the State of Delaware, and is a Person that satisfies for the
Trust Section 3807(a) of the Business Trust Act.

                                  ARTICLE XIV
                                  MISCELLANEOUS

Section 14.1      Notices.

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

     (a) if given to the Trust, in care of the Administrative Trustees at the
Trust's mailing address set forth below (or such other address as the Trust may
give notice of to the Property Trustee, the Delaware Trustee and the Holders):

                Matrix Bancorp Capital Trust II
                c/o Matrix Bancorp, Inc.
                1380 Lawrence Street
                Suite 1400
                Denver, Colorado 80204
                Telephone: (303) 595-9898
                Telecopier: (303) 390-0952

     (b) if given to the Delaware Trustee, at the mailing address set forth
below (or such other address as Delaware Trustee may give notice of to the
Holders):

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

     (c) if given to the Property Trustee, at the Property Trustee's mailing
address set forth below (or such other address as the Property Trustee may give
notice of to the Holders):

                Wilmington Trust Company
                Rodney Square North
                1100 North Market Street
<PAGE>

                Wilmington, Delaware  19890-0001
                Telephone: (302) 651-1000
                Telecopier: (302) 651-8882

     (d) if given to the Holder of the Common Securities, at the mailing address
of the Sponsor set forth below (or such other address as the Holder of the
Common Securities may give notice to the Trust):

                Matrix Bancorp, Inc.
                1380 Lawrence Street
                Suite 1400
                Denver, Colorado 80204
                Telephone: (303) 595-9898
                Telecopier: (303) 390-0952

     (e) if given to any other Holder, at the address set forth on the books and
records of the Trust.

     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 14.2      Governing Law.

     This Declaration and the rights of the parties hereunder shall be governed
by and construed in accordance with the laws of the State of Delaware without
regard to conflict of laws principles thereof.

Section 14.3      Intention of the Parties.

     It is the intention of the parties hereto that the Trust be classified for
United States federal income tax purposes as a grantor trust. The provisions of
this Declaration shall be interpreted to further this intention of the parties.

Section 14.4      Headings.

     Headings contained in this Declaration are inserted for convenience of
reference only and do not affect the interpretation of this Declaration or any
provision hereof.

Section 14.5      Successors and Assigns.

     Whenever in this Declaration any of the parties hereto is named or referred
to, the successors and assigns of such party shall be deemed to be included, and
all covenants and agreements in this Declaration by the Sponsor and the Trustees
shall bind and inure to the benefit of their respective successors and assigns,
whether or not so expressed.
<PAGE>

Section 14.6      Partial Enforceability.

     If any provision of this Declaration, or the application of such provision
to any Person or circumstance, shall be held invalid, the remainder of this
Declaration, or the application of such provision to Persons or circumstances
other than those to which it is held invalid, shall not be affected thereby.

Section 14.7      Counterparts.

     This Declaration may contain more than one counterpart of the signature
page and this Declaration may be executed by the affixing of the signature of
each of the Trustees to one or more 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.

Section 14.8      SECTION 14.8      Special   Provisions   Relating  to  the
Initial Issuance of the Capital Securities.

     Notwithstanding anything to the contrary in this Declaration, including,
without limitation, the provisions of Articles VII and IX, in connection with
the initial issuance of certificate no. 1 for the Capital Securities on March
28, 2001, registered in the name of MMCapSSM Funding I, Ltd. (the "Original
Security"), any Administrative Trustee is authorized to execute on behalf of the
Trust a replacement Security, dated March 28, 2001 and numbered certificate no.
1, registered in the name of "The Chase Manhattan Bank, as trustee under the
indenture dated as of March 28, 2001 among MMCapSSM Funding I, Ltd., MMCapSSM
Funding I, Inc. and The Chase Manhattan Bank" (the "Replacement Security"), and
the Property Trustee shall, upon delivery to it of the Replacement Security and
the Original Security duly endorsed by MMCapSSM Funding I, Ltd. to "The Chase
Manhattan Bank, as trustee under the indenture dated as of March 28, 2001 among
MMCapSSM Funding I, Ltd., MMCapSSM Funding I, Inc. and The Chase Manhattan
Bank," cancel the Original Security and authenticate and make available for
delivery such Replacement Security, without the need for any action by or on
behalf of any other Person.


<PAGE>

               IN WITNESS WHEREOF, the undersigned has caused these presents to
be executed as of the day and year first above written.


                                 Richard V. Schmitz
                                 as Administrative Trustee



                                 David W. Kloos
                                 as Administrative Trustee



                                 T. Allen McConnell
                                 as Administrative Trustee


                                 WILMINGTON TRUST COMPANY,
                                 as Delaware Trustee


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


                                 WILMINGTON TRUST COMPANY,
                                 as Property Trustee


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


                                 MATRIX BANCORP, INC.,
                                 as Sponsor and Debenture Issuer


                                 By:
                                    ------------------------------------------
                                    Richard V. Schmitz
                                    Chairman of the Board

<PAGE>

                                     ANNEX I

                                    TERMS OF
                                10.18% MMCAPSSM
                            10.18% COMMON SECURITIES


     Pursuant to Section 7.1 of the Amended and Restated Declaration of Trust of
Matrix Bancorp Capital Trust II, dated as of March 28, 2001 (as amended from
time to time, the "Declaration"), the designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Securities are
set out below (each capitalized term used but not defined herein has the meaning
set forth in the Declaration or, if not defined in such Declaration, as defined
in the Indenture (as defined in the Declaration):

      1.    Designation and Number.

     (a) Capital Securities. 12,000 MMCapSSM of the Trust (the "Capital
Securities") with an aggregate liquidation amount with respect to the assets of
the Trust of Twelve Million Dollars ($12,000,000) and with a liquidation amount
with respect to the assets of the Trust of One Thousand Dollars ($1,000) (the
"Liquidation Amount") per security, are hereby designated for the purposes of
identification only as "10.18% Capital Securities. The certificates evidencing
the Capital Securities shall be substantially in the form of Exhibit A-1 to the
Declaration, with such changes and additions thereto or deletions therefrom as
may be required by ordinary usage, custom or practice or to conform to the rules
of any exchange or quotation system on or in which the Capital Securities are
listed, traded or quoted.

     (b) Common Securities. 400 Common Securities of the Trust with an aggregate
liquidation amount with respect to the assets of the Trust of Four Hundred
Thousand Dollars ($400,000) and a liquidation amount with respect to the assets
of the Trust of $1,000 per security, are hereby designated for the purposes of
identification only as "10.18% Common Securities" (the "Common Securities"). The
certificates evidencing the Common Securities shall be substantially in the form
of Exhibit A-2 to the Declaration, with such changes and additions thereto or
deletions therefrom as may be required by ordinary usage, custom or practice.

      2.    Distributions.

     (a) Distributions on each Security will be payable at a fixed rate per
annum of 10.18% (the "Coupon Rate") of the Liquidation Amount of $1,000 per
Security, such rate being the rate of interest payable on the Debentures to be
held by the Property Trustee. Distributions in arrears for more than one
semi-annual period will bear additional Distributions thereon compounded
semi-annually at the Coupon Rate (to the extent permitted by applicable law).
The term "Distributions" as used herein, includes distributions of any and all
such interest, if any, payable unless otherwise stated. A Distribution is
payable only to the extent that payments are made with respect to the Debentures
held by the Property Trustee and to the extent the Property Trustee has funds
legally available therefor.

     (b) Distributions on the Securities will be cumulative, will accumulate
from the most recent date to which Distributions have been paid or, if no
Distributions have been paid, from
<PAGE>

March 28, 2001 and will be payable semi-annually in arrears on June 8th and
December 8th of each year, commencing June 8, 2001 (each, a "Distribution
Date"), except as otherwise described below. Distributions will be computed on
the basis a 360-day year of twelve 30-day months. As long as no Event of Default
has occurred and is continuing under the Indenture, the Debenture Issuer has the
right under the Indenture to defer payments of interest by extending the
interest payment period at any time and from time to time on the Debentures for
a period not exceeding 10 consecutive semi-annual periods, including the first
such semi-annual period during such period (each an "Extension Period"), during
which Extension Period no interest shall be due and payable on the Debentures,
provided, that no Extension Period shall end on a date other than an Interest
Payment Date for the Debentures or extend beyond the Maturity Date of the
Debentures. As a consequence of such deferral, Distributions will also be
deferred. Notwithstanding such deferral, Distributions will continue to
accumulate with additional Distributions thereon (to the extent permitted by
applicable law but not at a rate greater than the rate at which interest is then
accruing on the Debentures) at the Coupon Rate compounded semi-annually during
any such Extension Period. Prior to the termination of any such Extension
Period, the Debenture Issuer may further defer payments of interest by further
extending such Extension Period, provided, that such extension does not cause
such Extension Period, together with all such previous and further extensions
within such Extension Period, to exceed 10 consecutive semi-annual periods,
including the first semi-annual period during such Extension Period, end on a
date other than an Interest Payment Date for the Debentures or extend beyond the
Maturity Date of the Debentures. Upon the termination of any Extension Period
and the payment of all amounts then due, the Debenture Issuer may commence a new
Extension Period, subject to the above requirements.

     (c) Distributions on the Securities will be payable to the Holders thereof
as they appear on the books and records of the Trust on the close of business on
the 15th day of the month immediately preceding the month in which the relevant
Distribution Date occurs, which Distribution Dates correspond to the Interest
Payment Dates for the Debentures. The relevant record dates for the Common
Securities shall be the same as the record dates for the Capital Securities.
Distributions payable on any Securities that are not punctually paid on any
Distribution Date, as a result of the Debenture Issuer having failed to make a
payment under the Debentures, will cease to be payable to the Holder on the
relevant record date, and such defaulted Distribution will instead be payable to
the Person in whose name such Securities are registered on the special record
date or other specified date determined in accordance with the Indenture. If any
date on which Distributions are payable on the Securities is not a Business Day,
then payment of the Distributions payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other payment
in respect of any such delay), except that if such next succeeding Business Day
falls in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day with the same force and effect as if made on
such date.

     (d) In the event that there is any money or other property held by or for
the Trust that is not accounted for hereunder, such property shall be
distributed Pro Rata (as defined herein) among the Holders.

      3.    Liquidation Distribution Upon Dissolution.
<PAGE>

     In the event of any dissolution of the Trust, the Trust shall be liquidated
by the Administrative Trustees as expeditiously as the Administrative Trustees
determine to be possible by distributing to the Holders, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, a Like
Amount (as defined below) of the Debentures, unless such distribution is
determined by the Property Trustee not to be practicable, in which event such
Holders will be entitled to receive out of the assets of the Trust legally
available for distribution to Holders, after satisfaction of liabilities to
creditors of the Trust as provided by applicable law, an amount equal to the
aggregate of the Liquidation Amount of $1,000 per Security plus accumulated and
unpaid Distributions thereon to the date of payment (such amount being the
"Liquidation Distribution").

     "Like Amount" means (i) with respect to a redemption of the Securities,
Securities having a Liquidation Amount equal to the principal amount of
Debentures to be paid in accordance with their terms and (ii) with respect to a
distribution of Debentures upon the liquidation of the Trust, Debentures having
a principal amount equal to the Liquidation Amount of the Securities of the
Holder to whom such Debentures are distributed.

     If, upon any such liquidation, the Liquidation Distribution can be paid
only in part because the Trust has insufficient assets legally available to pay
in full the aggregate Liquidation Distribution, then the amounts payable
directly by the Trust with respect to the Securities shall be paid on a Pro Rata
basis.

4.    Redemption and Distribution.

     (a) Upon the repayment of the Debentures in whole or in part, at maturity
or otherwise (either at the option of the Debenture Issuer or pursuant to a
Special Event, as described below), the proceeds from such repayment shall be
simultaneously applied by the Property Trustee (subject to the Property Trustee
having received written notice no later than 45 days prior to such repayment) to
redeem a Like Amount of the Securities at a redemption price equal to (i) in the
case of the repayment of the Debentures on the Maturity Date, the Maturity
Redemption Price (as defined below), (ii) in the case of the optional prepayment
of the Debentures prior to the Initial Optional Redemption Date and upon the
occurrence and continuation of a Special Event, the Special Event Redemption
Price (as defined below) and (iii) in the case of the optional prepayment of the
Debentures on or after the Initial Optional Redemption Date, the Optional
Redemption Price (as defined below). The Maturity Redemption Price, the Special
Event Redemption Price and the Optional Redemption Price are referred to
collectively as the "Redemption Price." Holders will be given not less than 30
nor more than 60 days prior written notice of such redemption.

     (b) (i) The "Maturity Redemption Price" shall mean an amount equal to 100%
of the principal amount of the Debentures, plus any accrued and unpaid interest
thereon (including Compounded Interest and Additional Sums, if any) to the
Maturity Date thereof.

     (ii) The Debenture Issuer shall have the right (subject to the conditions
in the Indenture) to elect to prepay the Debentures, in whole or in part, at any
time on or after June 8, 2011 (the "Initial Optional Redemption Date"), and,
simultaneous with such prepayment, to cause a Like Amount of the Securities to
be redeemed by the Trust at the Optional Redemption Price on a Pro Rata basis.
"Optional Redemption Price" shall mean an amount equal to the
<PAGE>

applicable redemption price set forth below plus, accumulated and unpaid
Distributions thereon, if any, to the date of such redemption if redeemed during
the 12-month period beginning June 8th, of the years indicated below:

                                          Percentage of
                                           Liquidation
                         Year                Amount
                   --------------------  -----------------
                          2011               105.090%
                          2012               104.581%
                          2013               104.072%
                          2014               103.563%
                          2015               103.054%
                          2016               102.545%
                          2017               102.036%
                          2018               101.527%
                          2019               101.018%
                          2020               100.509%
                   2021 and thereafter       100.000%

     (c) If at any time an Investment Company Event, a Regulatory Capital Event
or a Tax Event (each as defined below, and each a "Special Event") occurs, the
Debenture Issuer shall have the right (subject to the conditions set forth in
the Indenture) at any time prior to the Initial Optional Redemption Date, to
prepay the Debentures in whole, but not in part, within the 90 days following
the occurrence of such Special Event (the "90 Day Period"), and, simultaneous
with such prepayment, to cause a Like Amount of the Securities to be redeemed by
the Trust at the Special Event Redemption Price on a Pro Rata basis.

     "Investment Company Event" shall mean the receipt by the Debenture Issuer
and the Trust of a written opinion of independent securities counsel experienced
in such matters to the effect that as a result of (a) any amendment to, or
change (including any announced prospective change) in, the laws or any
regulations thereunder of the United States or any rules, guidelines or policies
of any applicable regulatory authority for the Debenture Issuer or (b) any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which pronouncement or decision is announced on or after the date of original
issuance of the Securities, the Trust is, or within 90
<PAGE>

days of the date of such opinion will be, considered an Investment Company that
is required to be registered under the Investment Company Act.

     "Regulatory Capital Event" shall mean the receipt by the Debenture Issuer
and the Trust of a written opinion of independent bank regulatory counsel
experienced in such matters to the effect that as a result of (a) any amendment
to, or change (including any announced prospective change) in, the laws or any
regulations thereunder of the United States or any rules, guidelines or policies
of an applicable regulatory authority for the Debenture Issuer or (b) any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which pronouncement or decision is announced on or after the date of original
issuance of the Securities, the Capital Securities do not constitute, or within
90 days of the date of such opinion will not constitute, Tier 1 Capital (or its
then equivalent) if the Debenture Issuer is a bank holding company or if the
Debenture Issuer is a savings and loan holding company and is then subject to
similar capital adequacy requirements; provided, however, that the distribution
of the Debentures in connection with the liquidation of the Trust by the
Debenture Issuer shall not in and of itself constitute a Regulatory Capital
Event.

     "Special Event Redemption Price" shall mean, with respect to any redemption
of the Securities following a Special Event, an amount in cash equal to (i)
106.09% of the principal amount of the Debentures, if the Special Event occurs
prior to June 8, 2011 and (ii) if the Special Event occurs on or after June 8,
2011, the amount of the Optional Redemption Price (calculated as if the
Debenture Issuer had prepaid such Debentures on such date), plus, in the case of
(i) and (ii), any accrued and unpaid interest thereon (including Compounded
Interest and Additional Sums, if any) to the date of such redemption.

     A "Tax Event" shall occur upon receipt by the Debenture Issuer and the
Trust of a written opinion of independent tax counsel experienced in such
matters to the effect that, as a result of (a) any amendment to, or change
(including any announced prospective change) in, the laws or any regulations
thereunder of the United States or any political subdivision or taxing authority
thereof or therein, or (b) any official administrative pronouncement or judicial
decision interpreting or applying such laws or regulations, which amendment or
change is effective or which pronouncement or decision is announced on or after
the date of original issuance of the Securities, there is more than an
insubstantial risk that (i) the Trust is, or will be within 90 days of the date
of such opinion, subject to United States federal income tax with respect to
income received or accrued on the Debentures, (ii) the interest payable by the
Debenture Issuer on the Debentures is not, or within 90 days of the date of such
opinion will not be, deductible by the Debenture Issuer, in whole or in part,
for United States federal income tax purposes, or (iii) the Trust is, or will be
within 90 days of the date of such opinion, subject to more than a de minimis
amount of other taxes, duties or other governmental charges.

     (d) In the case of an optional redemption, if fewer than all the
outstanding Securities are to be so redeemed, the Common Securities and the
Capital Securities shall be redeemed Pro Rata and the Capital Securities to be
redeemed will be determined as described in Section 4(g)(ii) below. Upon the
entry of an order for the dissolution of the Trust by a court of competent
jurisdiction, the Debentures thereafter will be subject to optional redemption,
in whole, but not in part, on or after the Initial Optional Redemption Date.
<PAGE>

     (e) On and from the date fixed by the Administrative Trustees for any
distribution of Debentures and liquidation of the Trust: (i) the Securities will
no longer be deemed to be outstanding and (ii) any certificates representing
Securities will be deemed to represent beneficial interests in a Like Amount of
Debentures until such certificates are presented to the Debenture Issuer or its
agent for transfer or reissue.

     (f) The Trust may not redeem fewer than all the outstanding Securities
unless all accumulated and unpaid Distributions have been paid on all Securities
for all semi-annual Distribution periods terminating on or before the date of
redemption.

     (g) The procedure with respect to redemptions or distributions of
Securities shall be as follows:

          (i) Notice of any redemption of, or notice of distribution of
     Debentures in exchange for, the Securities (a "Redemption/Distribution
     Notice") will be given by the Trust by mail to each Holder of Securities to
     be redeemed or exchanged not fewer than 30 nor more than 60 days before the
     date fixed for redemption or exchange thereof which, in the case of a
     redemption, will be the date fixed for redemption of the Debentures. For
     purposes of the calculation of the date of redemption or exchange and the
     dates on which notices are given pursuant to this Section 4(g)(i), a
     Redemption/Distribution Notice shall be deemed to be given on the day such
     notice is first mailed by first-class mail, postage prepaid, to Holders.
     Each Redemption/Distribution Notice shall be addressed to the Holders at
     the address of each such Holder appearing in the books and records of the
     Trust. No defect in the Redemption/Distribution Notice or in the mailing of
     either thereof with respect to any Holder shall affect the validity of the
     redemption or exchange proceedings with respect to any other Holder.

          (ii) In the event that fewer than all the outstanding Securities are
     to be redeemed, the particular Securities to be redeemed shall be selected
     on a Pro Rata basis (based upon Liquidation Amounts) not more than 60 nor
     less than 30 days prior to the date fixed for redemption from the
     outstanding Securities not previously called for redemption; provided,
     however, that with respect to Holders that would be required to hold less
     than 100 but more than zero Securities as a result of such redemption, the
     Trust shall redeem Securities of each such Holder so that after such
     redemption such Holder shall hold either 100 Securities or such Holder no
     longer holds any Securities, and shall use such method (including, without
     limitation, by lot) as the Trust shall deem fair and appropriate; provided
     further, that any such redemption may be made on the basis of the aggregate
     Liquidation Amount of Securities held by each Holder thereof and may be
     made by making such adjustments as the Trust deems fair and appropriate in
     order that fractional Securities shall not thereafter remain outstanding.

          (iii) If Securities are to be redeemed and the Trust gives a
     Redemption/ Distribution Notice (which notice will be irrevocable), then,
     with respect to Definitive Capital Securities and Common Securities,
     provided that the Debenture Issuer has paid the Property Trustee a
     sufficient amount of cash in connection with the related redemption or
     maturity of the Debentures, the Property Trustee will irrevocably deposit
<PAGE>

     with the paying agent for the Capital Securities (if other than the
     Property Trustee) funds sufficient to pay the applicable Redemption Price
     to the Holders by check mailed to the address of the relevant Holder
     appearing on the books and records of the Trust on the redemption date, and
     provided further, that any such payment shall become due only upon
     surrender by the Holder of the related certificated Capital Securities. If
     a Redemption/ Distribution Notice shall have been given and funds deposited
     as required, if applicable, then immediately prior to the close of business
     on the date of such deposit, or on the redemption date, as applicable,
     Distributions will cease to accumulate on the Securities so called for
     redemption and all rights of Holders so called for redemption will cease,
     except the right of the Holders of such Securities to receive the
     Redemption Price, but without interest on such Redemption Price, and such
     Securities shall cease to be outstanding.

            (iv) Payment of accumulated and unpaid Distributions on the
      Redemption Date of the Securities will be subject to the rights of Holders
      at the close of business on a regular record date in respect of a
      Distribution Date occurring on or prior to such Redemption Date.

            Neither the Administrative Trustees nor the Trust shall be required
to register or cause to be registered the transfer of (i) any Securities
beginning at the opening of business 15 days before the day of mailing of a
notice of redemption or any notice of selection of Securities for redemption or
(ii) any Securities selected for redemption, except the unredeemed portion of
any Security being redeemed. If any date fixed for redemption of Securities is
not a Business Day, then payment of the Redemption Price payable on such date
will be made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay). If payment of the
Redemption Price with respect to any Securities is improperly withheld or
refused and not paid either by the Property Trustee or by the Sponsor as
guarantor pursuant to the relevant Securities Guarantee, Distributions on such
Securities will continue to accumulate from the original redemption date to the
actual date of payment, in which case the actual payment date will be considered
the date fixed for redemption for purposes of calculating the Redemption Price.

          (v) Redemption/Distribution Notices shall be sent by the Property
     Trustee on behalf of the Trust to the Holders of the Securities.

          (vi) Subject to the foregoing and applicable law (including, without
     limitation, United States federal securities laws and banking laws), the
     Sponsor or any of its subsidiaries may at any time and from time to time
     purchase outstanding Capital Securities by tender, in the open market or by
     private agreement.

      5.    Voting Rights - Capital Securities.

     (a) Except as provided under Sections 5(b), 6(b) and 7 and as otherwise
required by law and the Declaration, the Holders of the Capital Securities will
have no voting rights.

      (b) So long as any Debentures are held by the Property Trustee, the
Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to
<PAGE>

the Debenture Trustee or executing any trust or power conferred on such
Debenture Trustee with respect to the Debentures, (ii) waive any past default
that is waivable under Section 5.07 of the Indenture, (iii) exercise any right
to rescind or annul a declaration of acceleration of the maturity of the
principal of the Debentures or (iv) consent to any amendment, modification or
termination of the Indenture or the Debentures, where such consent shall be
required, without, in each case, obtaining the prior approval of the Holders of
a Majority in Liquidation Amount of all outstanding Capital Securities;
provided, however, that where a consent under the Indenture would require the
consent of each holder of Debentures affected thereby, no such consent shall be
given by the Property Trustee without the prior approval of each Holder of the
Capital Securities. The Trustees shall not revoke any action previously
authorized or approved by a vote of the Holders of the Capital Securities except
by subsequent vote of such Holders. The Property Trustee shall notify each
Holder of Capital Securities of any notice of default with respect to the
Debentures. In addition to obtaining the foregoing approvals of such Holders of
the Capital Securities, prior to taking any of the foregoing actions, the
Trustees shall obtain an opinion of counsel experienced in such matters to the
effect that the Trust will continue to be classified as a grantor trust for
United States federal income tax purposes after taking any such action into
account.

     If an Event of Default under the Declaration has occurred and is continuing
and such event is attributable to the failure of the Debenture Issuer to pay
principal of or premium, if any, or interest on the Debentures on the due date
(or, in the case of redemption, on the redemption date), then a Holder of
Capital Securities may institute a proceeding directly against the Debenture
Issuer for enforcement of payment to such Holder of the principal of or premium,
if any, or interest on a Like Amount of Debentures (a "Direct Action") on or
after the respective due date specified in the Debentures. In connection with
such Direct Action, the Common Securities Holder will be subrogated to the
rights of such Holder of Capital Securities to the extent of any payment made by
the Debenture Issuer to such Holder of Capital Securities in such Direct Action.
Except as provided in the second preceding sentence, or except as set forth in
the first sentence of Section 3.8(e) of the Declaration, the Holders of Capital
Securities will not be able to exercise directly any other remedy available to
the holders of the Debentures.

     Any approval or direction of Holders of Capital Securities may be given at
a separate meeting of Holders of Capital Securities convened for such purpose,
at a meeting of all of the Holders of Securities in the Trust or pursuant to
written consent. The Property Trustee will cause a notice of any meeting at
which Holders of Capital Securities are entitled to vote to be mailed to each
Holder of record of Capital Securities. Each such notice will include a
statement setting forth (i) the date of such meeting or the date by which such
action is to be taken, (ii) a description of any resolution proposed for
adoption at such meeting on which such Holders are entitled to vote or of such
matter upon which written consent is sought and (iii) instructions for the
delivery of proxies or consent.

     No vote or consent of the Holders of the Capital Securities will be
required for the Trust to redeem and cancel Capital Securities or to distribute
the Debentures in accordance with the Declaration and the terms of the
Securities.

     Notwithstanding that Holders of Capital Securities are entitled to vote or
consent under any of the circumstances described above, any of the Capital
Securities that are owned by
<PAGE>

the Sponsor or any Affiliate of the Sponsor shall not be entitled to vote or
consent and shall, for purposes of such vote or consent, be treated as if they
were not outstanding.

      6.    Voting Rights - Common Securities.

     (a) Except as provided under Sections 6(b), 6(c), and 7 or as otherwise
required by law and the Declaration, the Holders of the Common Securities will
have no voting rights.

     (b) Unless a Debenture Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by the Holder of the Common
Securities. If a Debenture Event of Default has occurred and is continuing, the
Property Trustee and the Delaware Trustee may be removed at such time by the
Holders of a Majority in Liquidation Amount of the outstanding Capital
Securities. In no event will the Holders of the Capital Securities have the
right to vote to appoint, remove or replace the Administrative Trustees, which
voting rights are vested exclusively in the Sponsor as the Holder of the Common
Securities. No resignation or removal of a Trustee and no appointment of a
successor trustee shall be effective until the acceptance of appointment by the
successor trustee in accordance with the provisions of the Declaration.

     (c) So long as any Debentures are held by the Property Trustee, the
Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee, or executing any
trust or power conferred on such Debenture Trustee with respect to the
Debentures, (ii) waive any past default that is waivable under Section 5.07 of
the Indenture, (iii) exercise any right to rescind or annul a declaration of
acceleration of the maturity of the principal of the Debentures or (iv) consent
to any amendment, modification or termination of the Indenture or the
Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of a Majority in Liquidation Amount
of all outstanding Common Securities; provided, however, that where a consent
under the Indenture would require the consent of each holder of Debentures
affected thereby, no such consent shall be given by the Property Trustee without
the prior approval of each Holder of the Common Securities. The Trustees shall
not revoke any action previously authorized or approved by a vote of the Holders
of the Common Securities except by subsequent vote of such Holders. The Property
Trustee shall notify each Holder of Common Securities of any notice of default
with respect to the Debentures. In addition to obtaining the foregoing approvals
of such Holders of the Common Securities, prior to taking any of the foregoing
actions, the Trustees shall obtain an opinion of counsel experienced in such
matters to the effect that the Trust will continue to be classified as a grantor
trust for United States federal income tax purposes after taking any such action
into account.

     If an Event of Default under the Declaration has occurred and is continuing
and such event is attributable to the failure of the Debenture Issuer to pay
principal of or premium, if any, or interest on the Debentures on the due date
(or in the case of redemption, on the redemption date), then a Holder of Common
Securities may institute a Direct Action directly against the Debenture Issuer
for enforcement of payment to such Holder of the principal of or premium, if
any, or interest on a Like Amount of Debentures on or after the respective due
date specified in the Debentures. In connection with such Direct Action, the
rights of the Common Securities Holder will be subordinated to the rights of
Holders of Capital Securities in respect of
<PAGE>

any payment from the Debenture Issuer in such Direct Action. Except as provided
in the second preceding sentence, the Holders of Common Securities will not be
able to exercise directly any other remedy available to the holders of the
Debentures.

     Any approval or direction of Holders of Common Securities may be given at a
separate meeting of Holders of Common Securities convened for such purpose, at a
meeting of all of the Holders of Securities in the Trust or pursuant to written
consent. The Administrative Trustees will cause a notice of any meeting at which
Holders of Common Securities are entitled to vote, or of any matter upon which
action by written consent of such Holders is to be taken, to be mailed to each
Holder of record of Common Securities. Each such notice will include a statement
setting forth (i) the date of such meeting or the date by which such action is
to be taken, (ii) a description of any resolution proposed for adoption at such
meeting on which such Holders are entitled to vote or of such matter upon which
written consent is sought, and (iii) instructions for the delivery of proxies or
consents.

     No vote or consent of the Holders of the Common Securities will be required
for the Trust to redeem and cancel Common Securities or to distribute the
Debentures in accordance with the Declaration and the terms of the Securities.

      7.    Amendments to Declaration.

     In addition to the requirements set out in Section 12.1 of the Declaration,
the Declaration may be amended from time to time by the Sponsor, the Property
Trustee and the Administrative Trustees without the consent of the Holders to
(i) cure any ambiguity, correct or supplement any provisions in the Declaration
that may be inconsistent with any other provisions, or make any other provisions
with respect to matters or questions arising under the Declaration which shall
not be inconsistent with the other provisions of the Declaration or (ii) modify,
eliminate or add to any provisions of the Declaration to such extent as shall be
necessary to ensure that the Trust will be classified for United States federal
income tax purposes as a grantor trust at all times that any Securities are
outstanding or to ensure that the Trust will not be required to register as an
Investment Company under the Investment Company Act; provided, however, that in
each case, such action shall not adversely affect in any material respect the
interests of any Holder, and any such amendments of the Declaration shall become
effective when notice thereof is given to the Holders. The Declaration may also
be amended by the Trustees and the Sponsor with (i) the consent of Holders
representing a Majority in Liquidation Amount of all outstanding Securities, and
(ii) receipt by the Trustees of an Opinion of Counsel to the effect that such
amendment or the exercise of any power granted to the Trustees in accordance
with such amendment will not affect the Trust's status as a grantor trust for
United States federal income tax purposes or the Trust's exemption from status
as an Investment Company under the Investment Company Act; provided, however,
that, without the consent of each Holder of Securities, the Declaration may not
be amended to (i) change the amount or timing of any Distribution on, or the
payment required to be made in respect of, the Securities as of a specified
date, increase the number or aggregate Liquidation Amount of the Securities or
change of any of the redemption provisions or (ii) restrict the right of a
Holder of Securities to institute suit for the enforcement of any such payment
on or after such date.

      8.    Pro Rata.
<PAGE>

     A reference in these terms of the Securities to any payment, distribution
or treatment as being "Pro Rata" shall mean pro rata to each Holder according to
the aggregate Liquidation Amount of the Securities held by such Holder in
relation to the aggregate Liquidation Amount of all Securities outstanding
unless, in relation to a payment, an Event of Default under the Declaration has
occurred and is continuing, in which case any funds available to make such
payment shall be paid first to each Holder of the Capital Securities pro rata
according to the aggregate Liquidation Amount of Capital Securities held by such
Holder relative to the aggregate Liquidation Amount of all Capital Securities
outstanding and then, only after satisfaction of all amounts owed to the Holders
of the Capital Securities, to each Holder of Common Securities pro rata
according to the aggregate Liquidation Amount of Common Securities held by such
Holder relative to the aggregate Liquidation Amount of all Common Securities
outstanding.

      9.    Ranking.

     The Capital Securities rank pari passu with the Common Securities and
payment thereon shall be made Pro Rata with the Common Securities, except that,
if an Event of Default under the Declaration occurs and is continuing, no
payments in respect of Distributions on, or payments upon liquidation,
redemption or otherwise with respect to, the Common Securities shall be made
until the Holders of the Capital Securities shall be paid in full the
Distributions, Redemption Price, Liquidation Distribution and any other payments
to which they are entitled at such time.

      10.   Acceptance of Capital  Securities  Guarantee,  Common  Securities
            Guarantee, Indenture and Debentures.

     Each Holder of Capital Securities and Common Securities, by the acceptance
thereof, agrees to the provisions of the Capital Securities Guarantee, the
Common Securities Guarantee, the Indenture and the Debentures, as applicable,
including the subordination provisions therein.

      11.   No Preemptive Rights.

     Neither the issuance of Capital Securities, nor the issuance of Common
Securities is subject to preemptive or other similar rights. The Holders shall
have no preemptive or similar rights to subscribe for any additional securities.

      12.   Miscellaneous.

     These terms constitute a part of the Declaration.

     The Sponsor will provide a copy of the Declaration, the Capital Securities
Guarantee or the Common Securities Guarantee, as applicable, and the Indenture
(including any supplemental indenture) to a Holder without charge upon written
request to the Trust at its principal place of business.



<PAGE>




                                   EXHIBIT I-1

                      FORM OF CAPITAL SECURITY CERTIFICATE

                           [FORM OF FACE OF SECURITY]

     THIS CAPITAL SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY
OTHER APPLICABLE SECURITIES LAW. NEITHER THIS CAPITAL SECURITY NOR ANY INTEREST
OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

     THE HOLDER OF THIS CAPITAL SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER THIS CAPITAL SECURITY, PRIOR TO THE DATE (THE
"RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUANCE DATE HEREOF AND THE LAST DATE ON WHICH MATRIX BANCORP, INC.
(THE "CORPORATION") OR ANY "AFFILIATE" OF THE CORPORATION WAS THE OWNER OF THIS
CAPITAL SECURITY (OR ANY PREDECESSOR OF THIS CAPITAL SECURITY) ONLY (A) TO THE
CORPORATION, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) SO LONG AS THIS CAPITAL SECURITY IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER"
(AS DEFINED IN RULE 144A) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3), (7) OR (8) OF
RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS CAPITAL SECURITY FOR
ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED
INVESTOR, FOR INVESTMENT PURPOSES PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE
IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (E)
PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
UNDER THE SECURITIES ACT, SUBJECT TO THE RIGHT OF MATRIX BANCORP CAPITAL TRUST
II (THE "TRUST") AND THE CORPORATION PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
(i) PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM,
AND (ii) PURSUANT TO CLAUSE (D) TO REQUIRE THAT THE TRANSFEROR DELIVER TO THE
TRUST A LETTER FROM THE TRANSFEREE SUBSTANTIALLY IN THE FORM OF ANNEX II TO THE
DECLARATION. SUCH HOLDER FURTHER AGREES THAT IT WILL DELIVER TO EACH PERSON TO
<PAGE>

WHOM THIS CAPITAL SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
OF THIS LEGEND.

     THE HOLDER OF THIS CAPITAL SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES,
REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL
RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH
A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON
OF ANY PLAN'S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING "PLAN ASSETS" OF
ANY PLAN MAY ACQUIRE OR HOLD THE CAPITAL SECURITIES OR ANY INTEREST THEREIN,
UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE
UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23,
95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND
HOLDING OF CAPITAL SECURITIES IS NOT PROHIBITED BY SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER
OR HOLDER OF THE CAPITAL SECURITIES OR ANY INTEREST THEREIN WILL BE DEEMED TO
HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT
AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN
TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON
ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR
ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH
PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO
APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

     THE CAPITAL SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS
HAVING A LIQUIDATION AMOUNT OF NOT LESS THAN $100,000 (100 CAPITAL SECURITIES)
AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF CAPITAL
SECURITIES IN A BLOCK HAVING A LIQUIDATION AMOUNT OF LESS THAN $100,000 (100
CAPITAL SECURITIES) SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT
WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER
OF SUCH CAPITAL SECURITIES FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE
RECEIPT OF DISTRIBUTIONS ON SUCH CAPITAL SECURITIES, AND SUCH PURPORTED
TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH CAPITAL
SECURITIES.



<PAGE>



Certificate Number: [                  ]  Aggregate    Liquidation   Amount:
                                          $____________

CUSIP Number:[          ]
              ----------

                  Certificate Evidencing Capital Securities

                                       of

                         Matrix Bancorp Capital Trust II



                               10.18% MMCapSSM
               (liquidation amount $1,000 per Capital Security)

     Matrix Bancorp Capital Trust II, a statutory business trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that
_________________. (the "Holder") is the registered owner of $___________ in
aggregate liquidation amount of the Capital Securities of the Trust representing
undivided preferred beneficial interests in the assets of the Trust designated
the 10.18% MMCapSSM (liquidation amount $1,000 per Capital Security) (the
"Capital Securities"). The Capital Securities are transferable on the books and
records of the Trust, in person or by a duly authorized attorney, upon surrender
of this certificate duly endorsed and in proper form for transfer. The
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Capital Securities represented hereby are issued and shall in
all respects be subject to the provisions of the Amended and Restated
Declaration of Trust, dated as of March 28, 2001, as the same may be amended
from time to time (the "Declaration"), including the designation of the terms of
the Capital Securities as set forth in Annex I to the Declaration. Capitalized
terms used but not defined herein shall have the meaning given them in the
Declaration. The Sponsor will provide a copy of the Declaration, the Capital
Securities Guarantee and the Indenture (including any supplemental indenture) to
a Holder without charge upon written request to the Trust at its principal place
of business.

     Upon receipt of this Certificate, the Holder is bound by the Declaration
and is entitled to the benefits thereunder and to the benefits of the Capital
Securities Guarantee to the extent provided therein.

     By acceptance hereof, the Holder agrees, for United States federal income
tax purposes, to treat the Debentures as indebtedness and the Capital Securities
as evidence of indirect beneficial ownership in the Debentures.



<PAGE>



            IN WITNESS WHEREOF, the Trust has executed this certificate this
___th day of March 28, 2001.

                                 MATRIX BANCORP CAPITAL TRUST II



                                 By:
                                    ------------------------------------
                                    Administrative Trustee



PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

      This is one of the 10.18% MMCapSSM of Matrix Bancorp Capital Trust II
referred to in the within-mentioned Declaration.

Dated:  ___________________, _____



                                 WILMINGTON TRUST COMPANY,
                                 not in its individual capacity but solely
                                 as Property Trustee

                                 By:
                                    ------------------------------------
                                    Authorized Signatory



<PAGE>



                          [FORM OF REVERSE OF SECURITY]

     Distributions on each Capital Security will be payable at a fixed rate per
annum of 10.18% (the "Coupon Rate") of the liquidation amount of $1,000 per
Capital Security, such rate being the rate of interest payable on the Debentures
to be held by the Property Trustee. Distributions in arrears for more than one
semi-annual period will bear interest thereon compounded semi-annually at the
Coupon Rate (to the extent permitted by applicable law). The term
"Distribution," as used herein, includes such cash distributions and any and all
such interest, if any, payable unless otherwise stated. A Distribution is
payable only to the extent that payments are made in respect of the Debentures
held by the Property Trustee and to the extent the Property Trustee has funds
legally available therefor.

     Distributions on the Capital Securities will be cumulative, will accumulate
from the most recent date to which Distributions have been paid or, if no
Distributions have been paid, from March 28, 2001 and will be payable
semi-annually in arrears on June 8th and December 8th of each year, commencing
June 8, 2001 (each, a "Distribution Date"), except as otherwise described below.
Distributions will be computed on the basis of a 360-day year of twelve 30-day
months. As long as no Event of Default has occurred and is continuing under the
Indenture, the Debenture Issuer has the right under the Indenture to defer
payments of interest by extending the interest payment period at any time and
from time to time on the Debentures for a period not exceeding 10 consecutive
semi-annual calendar periods, including the first such semi-annual period during
such extension period (each an "Extension Period"), provided, that no Extension
Period shall end on a date other than an Interest Payment Date for the
Debentures or extend beyond the Maturity Date of the Debentures. As a
consequence of such deferral, Distributions will also be deferred.
Notwithstanding such deferral, semi-annual Distributions will continue to
accumulate with interest thereon (to the extent permitted by applicable law, but
not at a rate exceeding the rate of interest then accruing on the Debentures) at
the Coupon Rate compounded semi-annually during any such Extension Period. Prior
to the termination of any Extension Period, the Debenture Issuer may further
defer payments of interest by further extending such Extension Period; provided,
that such Extension Period, together with all such previous and further
extensions within such Extension Period, may not (i) exceed 10 consecutive
semi-annual periods, including the first semi-annual period during such
Extension Period, (ii) end on a date other than an Interest Payment Date for the
Debentures or (iii) extend beyond the Maturity Date of the Debentures. Payments
of accumulated Distributions will be payable to Holders as they appear on the
books and records of the Trust on the record date immediately preceding the end
of the Extension Period. Upon the termination of any Extension Period and the
payment of all amounts then due, the Debenture Issuer may commence a new
Extension Period, subject to the above requirements.



<PAGE>



     Subject to receipt by the Sponsor of any and all required regulatory
approvals and to certain other conditions set forth in the Declaration and the
Indenture, the Property Trustee may, at the direction of the Sponsor, at any
time dissolve the Trust and after satisfaction of liabilities to creditors of
the Trust as provided by applicable law, cause the Debentures to be distributed
to the Holders of the Securities in liquidation of the Trust or, simultaneously
with any redemption of the Debentures, cause a Like Amount of the Securities to
be redeemed by the Trust.

     The Capital Securities shall be redeemable as provided in the Declaration.



<PAGE>



     The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

            TEN CON - as tenants in common

            TEN ENT - as tenants in the entireties

            JT TEN - as joint tenants with right of survival

            UNIF GIFT MIN ACT - under  Uniform  Gift to Minors  Act and not as
            tenants

            Additional abbreviations may also be used though not in the above
            list.



                                   ASSIGNMENT



FOR VALUE RECEIVED, the undersigned hereby assigns and transfers this Capital
Security Certificate to:

 _________________________________________________________________________

 _________________________________________________________________________

 _________________________________________________________________________
          (Assignee's social security or tax identification number)

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________
                      (Address and zip code of assignee)

and irrevocably appoints

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

agent to  transfer  this  Capital  Security  Certificate  on the  books of the
Trust.  The agent may substitute another to act for him or her.

Date:
     -------------------

Signature:
          --------------------------------------------------
<PAGE>

(Sign exactly as your name appears on the other side of this Capital  Security
Certificate)

Signature Guarantee:
                        ------------------------------------------



          Signature must be guaranteed by an "eligible guarantor institution"
          that is a bank, stockbroker, savings and loan association or credit
          union meeting the requirements of the Registrar, which requirements
          include membership or participation in the Securities Transfer Agents
          Medallion Program ("STAMP") or such other "signature guarantee
          program" as may be determined by the Registrar in addition to, or in
          substitution for, STAMP, all in accordance with the Securities
          Exchange Act of 1934, as amended.





<PAGE>



             [INCLUDE THE FOLLOWING IF THE CAPITAL SECURITY BEARS A
                          RESTRICTED SECURITIES LEGEND]

In connection with any transfer of any of the Capital Securities evidenced by
this Certificate, the undersigned confirms that such Capital Securities are
being:

CHECK ONE BOX BELOW

       (1)        exchanged  for  the   undersigned's   own  account   without
                  transfer; or

       (2)        transferred  pursuant  to and in  compliance  with Rule 144A
                  under the Securities Act of 1933, as amended; or

       (3)        transferred to an institutional "accredited
                  investor" within the meaning of subparagraph (a)(1), (2), (3),
                  (7) or (8) of Rule 501 under the Securities Act of 1933 that
                  is acquiring the Capital Securities for its own account, or
                  for the account of such an institutional "accredited
                  investor," for investment purposes and not with a view to, or
                  for offer or sale in connection with, any distribution in
                  violation of the Securities Act of 1933, as amended; or

       (4)        transferred  pursuant to another  available  exemption  from
                  the  registration  requirements  of  the  Securities  Act of
                  1933, as amended; or

       (5)        transferred pursuant to an effective registration statement.

Unless one of the boxes is checked, the Registrar will refuse to register any of
the Capital Securities evidenced by this Certificate in the name of any Person
other than the Holder hereof; provided, however, that if box (3) or (4) is
checked, the Registrar may require, prior to registering any such transfer of
the Capital Securities, such legal opinions, certifications and other
information as the Trust has reasonably requested to confirm that such transfer
is being made pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act of 1933, as amended, such as
the exemption provided by Rule 144 under such Act; provided further, that (i) if
box (2) is checked, by acceptance of this Certificate, the transferee shall be
deemed to have certified that it is a "qualified institutional buyer" (as
defined in Rule 144A) ("QIB") acquiring the Capital Securities for its own
account or for the account of another QIB over which it exercises sole
investment discretion and that it is aware that the Holder is relying upon the
exemption from registration afforded by Rule 144A in respect of the Holder's
transfer of Capital Securities to it or (ii) if box (3) is checked, the
transferee must also provide to the Registrar a Transferee Letter of
Representation in the form attached to the Declaration, provided further, that
after the date that a registration statement has been filed and so long as such
registration statement continues to be effective, only then may the Registrar
permit transfers for which box (5) has been checked.


                                _________________________________________
                                              Signature



<PAGE>





                                   EXHIBIT I-2
                      FORM OF COMMON SECURITY CERTIFICATE

     THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY
OTHER APPLICABLE SECURITIES LAW. NEITHER THIS COMMON SECURITY NOR ANY INTEREST
OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.







<PAGE>



This Certificate is not transferable except in compliance with Section 9.1(c) of
the Declaration.

                   Certificate Evidencing Common Securities

                                       of

                         Matrix Bancorp Capital Trust II

                           10.18% Common Securities
               (liquidation amount $1,000 per Common Security)

     Matrix Bancorp Capital Trust II, a statutory business trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that Matrix
Bancorp, Inc. (the "Holder") is the registered owner of ____ common securities
of the Trust representing undivided beneficial interests in the assets of the
Trust designated the 10.18% Common Securities (liquidation amount $1,000 per
Common Security) (the "Common Securities"). Subject to the terms of Section
9.1(c) of the Declaration (as defined below), the Common Securities are not
transferable. The designation, rights, privileges, restrictions, preferences and
other terms and provisions of the Common Securities represented hereby are
issued and shall in all respects be subject to the provisions of the Amended and
Restated Declaration of the Trust dated as of March 28, 2001 as the same may be
amended from time to time (the "Declaration"), including the designation of the
terms of the Common Securities as set forth in Annex I to the Declaration.
Capitalized terms used but not defined herein shall have the meaning given them
in the Declaration. The Sponsor will provide a copy of the Declaration, the
Common Securities Guarantee and the Indenture (including any supplemental
indenture) to a Holder without charge upon written request to the Trust at its
principal place of business.

     Upon receipt of this Certificate, the Holder is bound by the Declaration
and is entitled to the benefits thereunder and to the benefits of the Common
Securities Guarantee to the extent provided therein.

     By acceptance hereof, the Holder agrees to treat, for United States federal
income tax purposes, the Debentures as indebtedness and the Common Securities as
evidence of indirect beneficial ownership in the Debentures.

     IN WITNESS WHEREOF, the Trust has executed this certificate this ___th day
of March 28, 2001.

                                 MATRIX BANCORP CAPITAL TRUST II



                                 By:
                                    ------------------------------------
                                    Administrative Trustee





<PAGE>



                          [FORM OF REVERSE OF SECURITY]

     Distributions on each Common Security will be payable at a rate of 10.18%
per annum (the "Coupon Rate") of the liquidation amount of $1000 per Common
Security, such rate being the rate of interest payable on the Debentures to be
held by the Property Trustee. Distributions in arrears for more than one
semi-annual period will bear interest thereon compounded semi-annually at the
Coupon Rate (to the extent permitted by applicable law). The term
"Distributions," as used herein, includes such cash distributions and any and
all such interest, if any, payable unless otherwise stated. A Distribution is
payable only to the extent that payments are made in respect of the Debentures
held by the Property Trustee and to the extent the Property Trustee has funds
legally available therefor.

     Distributions on the Common Securities will be cumulative, will accrue from
the most recent date to which Distributions have been paid or, if no
Distributions have been paid, from March 28, 2001 and will be payable
semi-annually in arrears on June 8th and December 8th of each year, commencing
June 8, 2001 (each, a "Distribution Date"), except as otherwise described below.
Distributions will be computed on the basis of a 360-day year of twelve 30-day
months. As long as no Event of Default has occurred and is continuing under the
Indenture, the Debenture Issuer has the right under the Indenture to defer
payments of interest by extending the interest payment period at any time and
from time to time on the Debentures for a period not exceeding 10 consecutive
calendar semi-annual periods, including the first such semi-annual period during
such extension period (each an "Extension Period"), provided, that no Extension
Period shall end on a date other than an Interest Payment Date for the
Debentures or extend beyond the Maturity Date of the Debentures. As a
consequence of such deferral, Distributions will also be deferred.
Notwithstanding such deferral, semi-annual Distributions will continue to
accumulate with interest thereon (to the extent permitted by applicable law, but
not at a rate exceeding the rate of interest then accruing on the Debentures) at
the Coupon Rate compounded semi-annually during any such Extension Period. Prior
to the termination of any Extension Period, the Debenture Issuer may further
defer payments of interest by further extending such Extension Period; provided,
that such Extension Period, together with all such previous and further
extensions within such Extension Period, may not (i) exceed 10 consecutive
semi-annual periods, including the first semi-annual period during such
Extension Period, (ii) end on a date other than an Interest Payment Date for the
Debentures or (iii) extend beyond the Maturity Date of the Debentures. Payments
of accrued Distributions will be payable to Holders as they appear on the books
and records of the Trust on the record date immediately preceding the end of the
Extension Period. Upon the termination of any Extension Period and the payment
of all amounts then due, the Debenture Issuer may commence a new Extension
Period, subject to the above requirements.

      Subject to the receipt by the Sponsor of any and all required regulatory
approvals and to certain other conditions set forth in the Declaration and the
Indenture, the Property Trustee may, at the direction of the Sponsor, at any
time dissolve the Trust and cause the Debentures to be distributed to the
Holders of the Securities in liquidation of the Trust or, simultaneously with
any redemption of the Debentures, cause a Like Amount of the Securities to be
redeemed by the Trust.

      The Common Securities shall be redeemable as provided in the Declaration.
<PAGE>

      Under certain circumstances, the rights of the holders of the Common
Securities shall be subordinate to the rights of the holders of the Capital
Securities, as provided in the Declaration.





<PAGE>





                                                                        ANNEX II

                       TRANSFEREE LETTER OF REPRESENTATION



Matrix Bancorp Capital Trust II
c/o Matrix Bancorp, Inc.
1380 Lawrence Street
Suite 1400
Denver, Colorado 80204


Ladies and Gentlemen:

      In connection with the proposed transfer to us of 10.18% MMCapSSM (the
"capital securities") of Matrix Bancorp Capital Trust II (the "Trust"), we
confirm that:

     1. We understand that the capital securities have not been registered under
the Securities Act of 1933, as amended (the "Securities Act"), or other
applicable securities laws, and may not be offered, sold or otherwise
transferred except as permitted in the following sentence. We agree on our
behalf and on behalf of any investor account for which we are purchasing capital
securities to offer, sell or otherwise transfer such capital securities prior to
the date which is two years after the later of the date of original issue
thereof and the last date on which Matrix Bancorp, Inc. (the "Corporation") or
any "affiliate" of the Corporation was the owner of such capital securities (or
any predecessor thereto) (the "Resale Restriction Termination Date") only (a) to
the Corporation, (b) pursuant to a registration statement which has been
declared effective under the Securities Act, (c) so long as the capital
securities are eligible for resale pursuant to Rule 144A under the Securities
Act, to a person we reasonably believe is a "qualified institutional buyer" (a
"QIB") as defined in Rule 144A under the Securities Act that purchases for its
own account or for the account of a QIB to whom notice is given that the
transfer is being made in reliance on Rule 144A, (d) to an institutional
"accredited investor" (an "Institutional Accredited Investor") within the
meaning of subparagraph (a)(1), (2), (7) or (8) of Rule 501 under the Securities
Act that is acquiring the capital securities for its own account or for the
account of such an Institutional Accredited Investor for investment purposes and
not with a view to, or for offer and sale in connection with, any distribution
in violation of the Securities Act or (e) pursuant to any other available
exemption from the registration requirements under the Securities Act, subject
to the right of the Trust and the Corporation prior to any such offer, sale or
transfer (i) pursuant to clause (d) or (e) above to require the delivery of an
opinion of counsel, certifications and/or other information satisfactory to each
of them and (ii) pursuant to clause (d) above to require that the transferor
deliver to the Trust a letter from the transferee substantially similar to this
letter.

     2. We are an Institutional Accredited Investor purchasing for our own
account or for the account of such an Institutional Accredited Investor for
investment purposes and not with a view to, or for offer or sale in connection
with, any distribution in violation of the Securities Act
<PAGE>

or any other applicable securities laws and we have such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of our investment in the capital securities, and we and any
accounts for which we are acting are each able to bear the economic risk of our
or its investment for an indefinite period.

     3. We are acquiring the capital securities purchased by us for our own
account or for one or more accounts as to each of which we exercise sole
investment discretion.

     4. You and the Corporation are entitled to rely upon this letter and you
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.

     5. We are (1) not an employee benefit plan within the meaning of Section
3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or a plan to which Section 4975 of the Internal Revenue Code of 1986
("Code") is applicable, a trustee or other person acting on behalf of such
employee benefit plan or plan, or any other person or entity using the assets of
any employee benefit plan or plan to finance such purchase, or (2) such purchase
will not result in a prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code for which there is no applicable statutory or
administrative exemption. We make this representation to the trustees of the
Trust, Matrix Bancorp, Inc. and MMCapSSM Funding I, Ltd.

      THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.

Very truly yours,



________________________________
Name of Purchaser:
By:
Date:


      The capital securities will be registered in the name of the beneficial
owner as follows:

Name:
Address:

Taxpayer ID Number: