MATRIX BANCORP, INC.

                      Executive Deferred Compensation Plan


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Section 1 - Purpose

1.01  Purpose.  Matrix Bancorp,  Inc. and its  subsidiaries  ("Subsidiaries"),
      together the Company  ("Company"),  by action of its Board of Directors,
      hereby   establishes  the  Matrix  Bancorp,   Inc.   Executive  Deferred
      Compensation  Plan  ("Plan").  The Plan is  intended to help the Company
      attract and retain key  employees  and  directors  by  allowing  them to
      defer a portion of their compensation.

      The Plan is to be construed as a plan maintained to provide deferred
      compensation to a "select group of management or highly compensated
      employees" within the meaning of Section 201(2) of the Employee Retirement
      Income Security Act of 1974 ("ERISA"), as amended from time to time. The
      Plan is intended to be exempt from the participation, vesting, funding and
      fiduciary requirements of Title I of ERISA, to the fullest extent
      permitted under the law. The Plan shall at all times be "unfunded" within
      the meaning of ERISA and the Internal Revenue Code of 1986, as amended
      from time to time.

1.02  Gender and Number. Where the context permits, words in any gender shall
      include any other gender, words in the singular shall include the plural,
      and the plural shall include the singular.

Section 2 - Definitions. As used herein, the following terms shall have the
      meaning indicated:

2.01  Account shall mean the account established to record the interest of a
      Participant under the Plan. A Participant's Account shall consist of the
      value of any Compensation amounts the Participant elects to defer, any
      Matching Contributions made by the Company, and any income credited or
      debited thereto.

2.02  Beneficiary shall mean the person or persons entitled to receive a
      distribution under the Plan in the event of a Participant's death.

2.03  Board shall mean the Board of Directors of the Company.

2.04  Change of Control event shall mean any of the following (other than as a
      result of a public offering of shares of the Company):

      (a)   Any  transaction  (which  shall  include a series of  transactions
            occurring  within  60 days or  occurring  pursuant to a plan) that
            has  the  result  that  shareholders  of the  Company  immediately
            before  such  transaction  cease  to own at least  51% of  (x) the
            voting  stock of the Company or (y) any entity that  results  from
            the   participation   of   the   Company   in  a   reorganization,
            consolidation,  merger, liquidation or any other form of corporate
            transaction;

      (b)   A   merger,   consolidation,    reorganization,   liquidation   or
            dissolution in which the Company does not survive;

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      (c)   A sale, lease, exchange or other disposition of all or substantially
            all of the property and assets of the Company.

2.05  Code shall mean the Internal Revenue Code of 1986, as amended from time to
      time, all successor laws thereto, and any regulations or guidance
      promulgated thereunder. Where the Plan refers to a particular section of
      the Code, the reference shall also apply to any successor to that section.

2.06  Compensation shall mean the actual cash remuneration paid to an Employee
      or Director by the Employer in consideration of services rendered.
      Compensation may include base salary, bonus, commission, incentive,
      directors' fees, etc. Compensation may not include relocation allowances
      or any reimbursement paid to Employee or Director in connection with his
      employment or service.

2.07 Deferral Election shall mean an election made under Section 5.01.

2.08  Director  shall mean a member of the Board or an  advisory  director  of
      the Board.

2.09  Disability shall mean the Total Disability of a Participant,  as defined
      in the Matrix Bancorp, Inc. Long Term Disability Insurance Plan.

2.10  Eligible Person shall mean (a) an Employee of the Employer earning annual
      Compensation of at least $120,000, (b) a member of the Board of Directors,
      including advisory directors, of the Company, or (c) such others selected
      by the Board in its sole and absolute discretion, to make Compensation
      Deferral Elections under the Plan pursuant to Section 5.01 (a) and (b).
      However, an otherwise Eligible Person shall not be eligible to make such
      Deferral Elections and any prior Deferral Elections shall become invalid
      following any distribution of benefits under the Plan pursuant to Section
      7.

2.11  Employee  shall mean any person who is an employee of the Company or who
      is an employee of any Subsidiary.

2.12  Employer shall mean Matrix Bancorp,  Inc. or any Subsidiary to which the
      Employee provides services in exchange for Compensation.

2.13 Entry Date shall mean January 1st and July 1st of any Plan Year.

2.14  Matching Contribution shall mean a contribution, as described in Section
      5.03 which is determined annually by the Board.

2.15  Participant shall mean an Eligible Person who has filed a completed and
      executed Deferral Election Agreement and Deferral Enrollment Agreement
      with the Administrator and is participating in the Plan in accordance with
      the provisions of Section 5.

2.16  Payout Date shall mean the date on which the Participant elected pursuant
      to his completed and executed Enrollment Election Agreement, to commence
      receiving

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      deferred monies but in no event later than Termination. The date
      the Participant elects for distribution shall be at least five (5) years
      from the date of original deferral.

2.17  Penalty shall mean twenty-five percent (25%) of the Participant's vested
      balance in any Matching Contributions and any income credited or debited
      thereto.

2.18  Plan  Administrator  shall mean the  administrator  described in Section
      3.01.

2.19 Plan Year shall mean the calendar year (January I - December 31).

2.20  Retirement shall mean a Participant ceasing to be an Employee or Director
      of the Company on or after attainment of any combination of age and Years
      of Service equal to sixty-five (65).

2.21  Subsidiary shall mean any corporation in any unbroken chain of
      corporations beginning with the Company, if, at the time of reference,
      each of the corporations other than the last corporation in the unbroken
      chain owns stock possessing 50% or more of the total combined voting power
      of all classes of stock in one of the other corporations in such chain.

2.22  Termination shall mean termination of employment, termination of a
      Director's service on the Board, or Retirement other than by reason of
      death.

2.23  Years of Service means the total number of full years in which a
      Participant has been employed by the Company or has served on the Board.
      For purposes of this definition, a year of service commences on the
      Employee's date of hire or date Board membership begins and commences on
      an anniversary of that hire date or Board membership. Any partial year of
      employment or Board membership shall not be counted.

Section 3 - Administration of the Plan

3.01  Administration.  This Plan shall be  administered  by the  Board,  which
      may appoint a Plan Administrator.

      The Plan Administrator shall have all powers necessary or appropriate to
      carry out the provisions of the Plan. The Plan Administrator may, from
      time to time, establish rules for the administration of the Plan and the
      transaction of the Plan's business.

      The Plan Administrator shall have the exclusive right to make any finding
      of fact necessary or appropriate for any purpose under the Plan,
      including, but not limited to, the determination of eligibility for and
      amount of any benefit.

      The Plan Administrator shall have the exclusive right to interpret the
      terms and provisions of the Plan and to determine any and all questions
      arising under the Plan or in connection with its administration,
      including, without limitation, the right to remedy or resolve possible
      ambiguities, inconsistencies, or omissions by general rule or particular
      decision, all in its sole and absolute discretion.

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      All findings of fact, determinations, interpretations and decisions of the
      Plan Administrator shall be conclusive and binding upon all person(s)
      having or claiming to have any interest or right under the Plan and shall
      be given the maximum deference allowed by law.

3.02  Tax Withholding. The Company or the appropriate Employer may withhold from
      any payment under this Plan any and all withholdings under all
      jurisdictions including federal, state, local or foreign taxes required by
      law to be withheld with respect to the payment and any sum the Company or
      the appropriate Employer may reasonably estimate as necessary to cover any
      taxes for which they may be liable and that may be assessed with regard to
      the payment.

Section 4 - Eligibility

4.01  Participation shall be limited to a "select group of management of highly
      compensated employees" within the meaning of ERISA Section 201(2).

4.02  The Plan Administrator may permit any person who first becomes an Eligible
      Person on or after the first day of a Plan Year to enroll in the Plan
      within 30 days following his eligibility. The Deferral Election shall be
      effective only for Compensation earned after the 30-day period.

4.03  The Plan Administrator may permit an Eligible Person to enroll in the Plan
      and commence participation in the Plan on any Entry Date during a Plan
      Year.

4.04  Once a Participant makes a Deferral Election of Compensation, this
      percentage cannot be increased but may be decreased during any Entry Date
      during a Plan Year.

4.05  The Plan Administrator may permit any person, who through job transfer or
      demotion no longer meets the "Eligible Person" definition of Section 2, to
      cease his Deferral Election immediately. If a Participant no longer
      satisfies the definition of "Eligible Person" or, in the Plan
      Administrator's discretion, no longer satisfies the requirements of
      Section 4.01, the Participant's Deferral Election automatically and
      immediately terminates. At such time, the Participant will be deemed to
      have reached a Payout Date as defined in Section 2.16 and will be eligible
      for a benefit as explained in Section 7.

4.06  Participation in or eligibility for the Plan shall not constitute a
      guarantee or contract of employment and shall not give any Employee the
      right to be retained in the employment of the Company. Nor shall
      participation in or eligibility for constitute any right to claim any
      benefit under the terms of the Plan, unless this right or claim has
      specifically vested under the terms of the Plan.

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Section 5 - Deferral Elections and Matching Contributions

5.01  Deferral Elections. A Participant may elect to defer a specified amount or
      percentage of his Compensation. The maximum deferral allowed is one
      hundred percent (100%), less any required withholding under Section 5.02,
      of the Participant's Compensation.

      A Participant who wishes to defer receipt of all or a portion of any
      Compensation to be earned during the Plan Year shall provide the Plan
      Administrator with a completed and executed Deferral Election Agreement
      and Deferral Enrollment Agreement according to the rules established by
      the Board in its sole and absolute discretion. A Participant's election to
      defer any Compensation shall be received by the Plan Administrator no
      later than the next Entry Date to which the election will take effect.

5.02  Rules Regarding Withholdings. No Participant shall be allowed to defer
      Compensation to the extent the Company determines that such Compensation
      should be withheld to pay the Participant's portion of taxes under the
      Federal Insurance Contributions Act ("FICA"), and federal, state or local
      income taxes, payments required to maintain coverage for the Participant
      or the Participant's dependents under any welfare plan or program of the
      Company, or any similar payment.

5.03  Matching  Contributions.  The  Company,  in  its  discretion,  may  make
      matching  contributions  for  each  Participant  who  elects  to defer a
      portion of his Compensation.

      (a)   The amount of the matching contribution, if any, shall be determined
            by the Board and may be tied to Company and/or individual
            performance.

      (b)   The matching contribution may be made in cash, or, if approved by
            the shareholders of the Company, in common stock of the Company.

      (c)   In no event will the matching contribution exceed $50,000 per
            Participant on an annual basis.

      (d)   A Participant will be eligible to receive a matching contribution if
            employed or if serving as a Director on December 31st of the year in
            which the Matching Contribution relates.

5.04  Investment Equivalents. Except to the extent other arrangements are
      established by the Plan Administrator, amounts in the Participant's
      Account under the Plan shall be credited (or debited) with investment
      gains (or losses) corresponding to investment equivalents established by
      the Plan Administrator and selected by the Participant. The Participant's
      election of the investment equivalent or equivalents upon which such
      crediting and debiting will be based, including the right to change such
      election with respect to his future contributions and his existing account
      balance, shall be handled in the manner prescribed by the Plan
      Administrator. Neither the Company, nor any Subsidiary, nor the Trustee of
      the Rabbi Trust, shall be required to invest amounts corresponding to the
      investment equivalents. The Participant may choose from the following
      investment

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      choices. The Plan Administrator shall have the right to change
      the investment choices as long as a diversified selection is maintained:

                  Fund or Investment Name
                  Aim Limited Maturity Treasury
                  Aim Charter
                  Aim Value
                  Aim Constellation
                  Aim Aggressive Growth

Section 6 - Vesting; Employment Taxes

6.01  General. Each Participant shall be 100% vested in any Compensation
      deferred. Except as provided in Section 6.03, each Participant shall have
      a nonforfeitable right or vested interest in his Matching Contribution
      based on the following vesting schedule:

                Years of Service                Vested Percentage
                ----------------                -----------------
                        1                              20%
                        2                              40%
                        3                              60%
                        4                              80%
                        5                             100%

6.02  Forfeitures. If any amount of Matching Contribution is forfeited upon
      Termination, such forfeiture shall be placed in a suspense account which
      win used to offset future Company Matching Contributions. The suspense
      account may continue to accrue earnings until such funds are used to
      offset Company Matching Contributions.

6.03  Special. Notwithstanding Section 6.01 above, a Participant shall have a
      nonforfeitable right or vested interest in his Account (including Matching
      Contributions) upon the Participant's Retirement, death, or Disability.

6.04  FICA and Other Taxes. For each Plan Year during which a Participant vests
      in a new portion of his Account, the Company shall remit the Participant's
      share of FICA and other employment taxes, if any, that are attributable to
      such vesting.

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Section 7 - Benefits Distribution

7.01  Benefit. A Participant is eligible for a benefit under the Plan when he
      has reached a Payout Date (as defined in Section 2). The benefit will be
      based on the total vested value of the Account of the Participant.

7.02  Benefit  Upon   Termination.   Termination   shall  create  a  lump  sum
      distribution   notwithstanding  the  Participant's  Deferral  Enrollment
      Agreement.

7.03  Benefit   Upon   Disability.   Disability   shall   create  a  lump  sum
      distribution   notwithstanding  the  Participant's  Deferral  Enrollment
      Agreement.

7.04  Benefit Upon Change of Control. A Change of Control, as defined in Section
      2.04, shall create a lump sum distribution notwithstanding the
      Participant's Deferral Enrollment Agreement. However, the Participant's
      Deferral Enrollment Agreement shall remain in effect if the surviving
      corporation assumes this Plan.

7.05  Benefit Amount.  Any amount to be distributed  shall be determined as of
      the date coincident with or immediately preceding the Payout Date.

7.06  Time and Form. Distributions shall be made in the form, and as soon as
      practicable, after the dates specified in the Participant's Deferral
      Enrollment Agreement, unless distribution is due to Termination.

      The Deferral Enrollment Agreement shall state:

      (a)   the Payout Date with respect to the Participant's Account, and

      (b)   the form of payment, whether in one lump sum or annual installments
            over 5 or 10 years.

      If distribution is due to Termination (other than Retirement), payment
      shall be made within 60 days of the calendar year following the date of
      Termination. If distribution is due to Termination caused by Retirement,
      payment may be made in one lump sum or over a five (5) or ten (10) year
      period in annual installments.

7.07  Rules   Regarding   Modification   of  Deferral   Enrollment   Agreement
      ("Modified Enrollment Agreement").

      (a)   The form and timing of payment may be modified by the Participant if
            communicated to the Plan Administrator prior to the end of the Plan
            Year preceding: (i) the scheduled lump sum payment or installment
            payment, or (ii) Termination, provided however that such
            modifications must be made at least one year prior to the scheduled
            payment date.

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7.08  Participant's Death.

      (a)   If a Participant dies after payments of Benefits under the Plan have
            commenced, payments shall continue to be made in the same form and
            for the same duration as elected by the Participant. However, such
            payments of Benefits shall be made to his Beneficiary. The
            Beneficiary may elect to receive a lump sum payment of the Benefit
            with the approval of the Plan Administrator or the Board of
            Directors.

      (b)   If a Participant dies prior to the commencement of a payment of his
            Benefits under the Plan, distributions of his Account shall be made
            to his Beneficiary. The payment shall be made in one lump sum.

      (c)   Each Participant  shall submit a written,  signed,  and dated list
            of his designated  Beneficiary to the Plan Administrator on a form
            approved   by  the   Plan   Administrator   ("Matrix   Beneficiary
            Designation  Form").  The  Participant  may change the Beneficiary
            at any time  without the consent of any prior  Beneficiary.  If no
            Beneficiary  survives the  Participant or if no valid  Beneficiary
            designation is in effect,  the Participant's  Beneficiary shall be
            his estate.  A married  participant's  designation  of Beneficiary
            other  than  his or her  spouse  as  primary  Beneficiary  must be
            consented to by the spouse.

7.09  Emergency Benefit. In the event that the Plan Administrator, on written
      petition of the Participant, determines, in its sole discretion, that the
      Participant has suffered an unforeseeable financial emergency, the Company
      shall pay to the Participant, as soon as practicable following such
      determination, an amount up to the balance of his deferrals as necessary
      to meet the emergency (the "Emergency Benefit"). For purposes of the Plan,
      an unforeseeable financial emergency is an unexpected need for cash
      arising from an illness, casualty loss, sudden financial reversal, or
      other such unforeseeable occurrence. The amount of the benefits otherwise
      payable under the Plan shall thereafter be adjusted to reflect the payment
      of the Emergency Benefit. Applications for Emergency Benefits and the
      determinations thereon by the Plan Administrator shall be in writing, and
      a Participant may be required to furnish written proof of the financial
      emergency. Any Participant who receives an Emergency Benefit will be
      precluded from electing to make new deferrals under the Plan until the
      next enrollment period that occurs at least twelve (12) months following
      payment of the Emergency Benefit. No payment shall be made under this
      Section if the Plan Administrator determines that such payment would leave
      any other amounts deferred hereunder to be deemed constructively received
      under the Code.

7.10  Early Distribution. Notwithstanding a Participant's election under Section
      5, a Participant may elect to receive his entire vested Account in a
      single lump sum payment less an immediate Penalty as defined in Section
      2.17. Such Participant will cease to become an Eligible Person for the
      24-month period commencing on the Early Distribution.

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7.11  Small Benefit. In the event the Plan Administrator determines that the
      vested balance of a Participant's Account is less than $25,000 at the time
      of commencement of payment of his Benefit, or that the portion of the
      balance of the Participant's Account payable to any Beneficiary is less
      than $25,000 at the time of commencement of payment of a survivor Benefit
      to such Beneficiary, the Plan Administrator may pay the Benefit in the
      form of a lump sum payment, notwithstanding any provision of this Section
      7 to the contrary. Such lump sum payment shall be equal to the vested
      balance of the Participant's Account or the portion thereof payable to a
      Beneficiary.

7.12  Tax Withholdings. To the extent required by law in effect at the time
      payments of deferred amounts are made, the Company shall withhold from
      payments made hereunder the taxes required to be withheld by the federal
      or any state or local governments.

Section 8 - Rabbi Trust

8.01  Rabbi  Trust.  The Company  shall  maintain a single Rabbi Trust as part
      of the Plan to implement the provisions of the Plan.

8.02  Contributions. The Employer shall make contributions to the Rabbi Trust
      from time to time. Contributions shall be made equal to the amounts
      deferred pursuant to each respective Participant's Deferral Election
      Agreement.

8.03  Investments of the Rabbi Trust. The Company shall vest in itself or the
      trustee of the Rabbi Trust, responsibility for the management and control
      of the assets of the Rabbi Trust.

      No Participant or Beneficiary shall have any interest whatsoever in any
      specific asset of the Company, Subsidiaries or Rabbi Trust. To the extent
      that any person acquires a right to receive payments under the Plan, such
      right shall be no greater than the rights of any unsecured general
      creditor of the appropriate Employer.

8.04  No Reversion. Except as specified below and in the Rabbi Trust agreement,
      the Company and the Subsidiaries shall not have any right, title, or
      interest in the Contributions made to (or earnings under) the Rabbi Trust.
      No part of the Rabbi Trust shall revert to any Employer except upon
      complete termination of the Plan after the satisfaction of all fixed and
      contingent liabilities of the Plan.

Section 9 - Amendment and Termination of the Plan

9.01  Amendment and Termination. While the Company expects and intends to
      continue the Plan, the Company must reserve and hereby reserves the right
      to amend or to terminate the Plan in any way, at any time, for any reason;
      except that no amendment shall reduce a Participant's Benefits to less
      than the amount the Participant would have been entitled to receive if the
      Participant had resigned from the employment or Board service of the
      Company or its Subsidiaries on the effective date of amendment or
      termination.

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      In the event of a Change of Control solely with respect to one or more
      Subsidiaries, such Subsidiaries may elect to stop participating in the
      Plan by giving reasonable notice to the Board. The Board shall coordinate
      in good faith with the Subsidiaries to effectively cause the Plan to
      terminate solely with respect to the employees of that former Subsidiary.

9.02  Distribution Upon Termination of the Plan. If the Plan is terminated after
      the payment of Benefits under the Plan have commenced, distributions shall
      be made pursuant to the elections made on the participant election form.
      However, the Board may, in its sole and absolute discretion, direct that
      distribution be made in any form at any time selected by the Board,
      regardless of whether payments of Benefits under the Plan have commenced.

Section 10 - General Provisions

10.01 Applicable Laws. The Plan shall be construed and administered under the
      laws of the State of Colorado, without regard to conflict of laws
      provisions, to the extent that such laws are not pre-empted by the laws of
      the United States of America.

10.02 Benefits Payable from General Assets. Amounts payable hereunder shall be
      paid exclusively from the general assets of the Employer, and no person
      entitled to payment hereunder shall have any claim, right, security
      interest, or other interest in any fund, trust, account, insurance
      contract, or asset of the Employer which may be looked to for such
      payment, other than the right of an unsecured general creditor against the
      Employer, in respect of the Account of such Participant established
      hereunder. There shall be no ability to obtain the general assets of the
      Employer except in the case of bankruptcy or insolvency.

10.03 Cost of the Plan. All costs of the Plan, including the administration
      thereof, shall be borne by the Company and no contributions from
      Participants shall be required or permitted.

10.04 Severability. If any provision of the Plan is held illegal or invalid, the
      illegality or invalidity shall not affect its remaining parts. The Plan
      shall be construed and enforced as if it did not contain the illegal or
      invalid provision.

10.05 No Assignment of Rights. No interest, right, or claim in or to any payment
      hereunder shall be assignable, transferable, or subject to sale, mortgage,
      pledge, hypothecation, commutation, anticipation, garnishment, attachment,
      execution, or levy of any kind. The Company and Subsidiaries shall not
      recognize any attempt to assign, transfer, sell, mortgage, pledge,
      hypothecate, commute or anticipate the same, except to the extent required
      by law.

10.06 Successors to Company. The Plan shall inure to the benefit of, and shall
      be binding upon, the Company and the Participants and their successors or
      assigns.

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10.07 Legal Fees to Enforce Rights After Change of Control. The Company is aware
      that upon the occurrence of a Change of Control, the Board (which might
      then be composed of new members) or a shareholder of the Company, or of
      any successor corporation might then cause or attempt to cause the Company
      or such successor to refuse to comply with its obligations under the Plan
      and might cause or attempt to cause the Company to institute, or may
      institute, litigation seeking to deny Participants the benefits intended
      under the Plan.

      In these circumstances, the purpose of the Plan could be frustrated.
      Accordingly, if, following a Change of Control, it should appear to any
      Participant that the Company has failed to comply with any of its
      obligations under the Plan or any agreement thereunder or, if the Company
      or any other person takes any action to declare the Plan void or
      unenforceable or institutes any litigation or other legal action designed
      to deny, diminish or to recover from any Participant the benefits intended
      to be provided, then the Company irrevocably authorizes such Participant
      to retain counsel of his or her choice at the expense of the Company to
      represent such Participant in connection with the initiation or defense of
      any litigation or other legal action, whether by or against the Company or
      any director, officer, shareholder or other person affiliated with the
      Company or any successor thereto in any jurisdiction.

Section 11 - Claims Procedures

11.01 Presentation of Claim. Any Participant or Beneficiary of a deceased
      Participant (such Participant or Beneficiary being referred to below as a
      "Claimant") may deliver to the Plan Administrator a written claim for a
      determination with respect to the amounts distributable to such Claimant
      from the Plan. If such a claim relates to the contents of a notice
      received by the Claimant, the claim must be made within 60 days after such
      notice was received by the Claimant. The claim must state with
      particularity the determination desired by the Claimant. All other claims
      must be made within 180 days of the date on which the event that caused
      the claim to arise occurred. The claim must state with particularity the
      determination desired by the Claimant.

11.02 Notification of Decision. The Plan Administrator shall consider a
      Claimant's claim within a reasonable time, and shall notify the Claimant
      in writing:

      (i)   that the  Claimant's  requested  determination  has been made, and
            that the claim has been allowed in full; or

      (ii)  that the Plan Administrator has reached a conclusion contrary, in
            whole or in part, to the Claimant's requested determination, and
            such notice must set forth in a manner calculated to be understood
            by the Claimant:

            (1)   the specific  reason(s) for the denial of the claim,  or any
                  part of it;

            (2)   specific  reference(s)  to pertinent  provisions of the Plan
                  upon which such denial was based;

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            (3)   a description of any additional material or information
                  necessary for the Claimant to perfect the claim, and an
                  explanation of why such material or information is necessary;
                  and

            (4)   an  explanation  of the claim review  procedure set forth in
                  Section 11.03 below.

11.03 Review of a Denied Claim. Within 60 days after receiving a notice from the
      Plan Administrator that a claim has been denied, in whole or in part, a
      Claimant (or the Claimant's duly authorized representative) may file with
      the Plan Administrator a written request for a review of the denial of the
      claim. Thereafter, but not later than 30 days after the review procedure
      began, the Claimant (or the Claimant's duly authorized representative):

      (i)   may review pertinent documents;

      (ii)  may submit written comments or other documents; and/or

      (iii) may request a hearing,  which the Plan Administrator,  in its sole
            discretion, may grant.

11.04 Decision on Review. The Plan Administrator shall render its decision on
      review promptly, and not later than 60 days after the filing of a written
      request for review of the denial, unless a hearing is held or other
      special circumstances require additional time, in which case the Plan
      Administrator's decision must be rendered within 120 days after such date.
      Such decision must be written in a manner calculated to be understood by
      the Claimant, and it must contain:

      (i)   specific reasons for the decision;

      (ii)  specific  reference(s) to the pertinent Plan provisions upon which
            the decision was based; and

      (iii) such other matters as the Plan Administrator deems relevant.

11.05 Legal Action. A Claimant's compliance with the foregoing provisions of
      this Article 11 is a mandatory prerequisite to a Claimant's right to
      commence any legal action with respect to any claim for Benefits under the
      Plan.