wetzel.htm


    
      

      

    

     

     

    Exhibit 10.1

     

    

      EMPLOYMENT
AGREEMENT

      


      This
Agreement is between United Western Bancorp, Inc. (“Company”) and Scot T.
Wetzel (“Executive”), and shall be effective as of October 15, 2008 (the
“Effective Date”).

      


      1.           Appointment. Company hereby
appoints Executive to serve as Company's President and Chief Executive Officer
(“CEO”) throughout the Term specified below. Throughout the Term, Company will
also recommend to the Nominating and Corporate Governance Committee of Company's
Board of Directors (the “Board”) that Executive be nominated to serve on the
Board. Throughout the Term, if and to the extent permitted by applicable banking
regulations and banking regulatory authorities, Company shall also cause
Executive to be appointed and to serve as the President and CEO of United
Western Bank (“Bank”) and shall cause him to be elected to serve as the Chairman
of Bank's board of directors (the “Bank Board”).

      


      2.           Compensation.

      


      a.           Salary and Salary Review.
Company shall pay or cause Bank to pay Executive a total base salary from
Company and Bank (the “Base Salary”) of $400,000 per year, which shall be
payable in equal installments in accordance with Company's standard payroll
practice, less customary or legally required withholdings and deductions.
Company may, in its sole discretion, increase Executive's base salary, as and
when Company deems appropriate, in which case new Executive's base salary shall
not thereafter be reduced. Executive shall receive directors fees or other
compensation for serving as a director of Company or Bank if and to the extent
that it is the general policy of Company or Bank to pay such fees to employee
directors, in which event Executive shall be entitled to receive the same fees
as would any other employee director serving in the same position.

      


      b.           Cash Bonuses. Executive will
be eligible to participate in Company's Executive Incentive Plan, as it may be
amended, modified, or changed from time to time by the Compensation Committee of
the Board of Directors.

      


      c.           Contract Expenses. Company
shall reimburse Executive for the costs and expenses, including reasonable legal
fees that he incurs in connection with the review, drafting and negotiation of
this Agreement and any other contemporaneous written agreements between
Executive and Company contemplated by this Agreement. The Executive shall submit
amounts to be reimbursed pursuant to this paragraph to the Company within 30
days of receipt of an invoice for such expense, and the Company shall reimburse
Executive within 30 days of receipt from the Executive.  Notwithstanding
the foregoing, any expense that is not reimbursed to the Executive within two
and a half months following the calendar year in which the expense was incurred
shall not be reimbursed by the Company.  In no event shall the
Company delay payment of any invoice timely submitted
by Executive for the purpose of avoiding reimbursing
expenses incurred by Executive that otherwise would be reimbursable under
this Section 2(c).


      
        
           


        

        
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      3.           Fringe Benefits.

      


      a.           Insurance. Executive and
Executive's dependents shall be eligible for coverage under the group insurance
plans made available from time to time to Company's executive and management
employees. The premiums for the coverage of Executive and Executive's dependents
under that plan shall be paid pursuant to the formula in place for other
executive and management employees covered by Company's group insurance
plans.

      


      b.           Vehicle Allowance and Travel
Reimbursements. Company shall provide Executive with a vehicle allowance
of $750 per month, payable in equal installments at the same time Executive's
salary installments are paid. Such payments shall be in addition to, and not a
substitute for, Company's obligation to reimburse Executive for business travel
that Executive conducts in Executive's personal vehicle at the same rates as are
set from time to time by the Board for business travel by its executive and
management employees pursuant to Section 3.c below.

      


      c.           Expenses. Subject to Company's
policies and procedures for the reimbursement of business expenses incurred by
its executive and management employees, Company shall reimburse Executive for
all reasonable and necessary expenses incurred by Executive in connection with
Executive's performance of Executive's duties under this Agreement, including
expenses incurred as a director of Company or of Bank, all in accordance with
its policies and procedures relating to executive employee expense
reimbursements.

      


      d.           Country Club. Company shall
pay all annual membership dues and incidental fees associated with Executive's
membership and use of privileges at one country club of Executive's
choosing.

      


      e.           Professional Organizations.
Company shall pay directly, or reimburse Executive for, dues, membership fees
and incidental expenses associated with Executive's membership in and
participation in professional or service organizations, including the Young
President's Organization, that in Executive's reasonable discretion relate to or
advance his effectiveness in serving Company.

      


      f.           Life Insurance. Company shall
provide Executive with life insurance benefits comparable to those afforded to
its other executive employees.

      


      g.           Miscellaneous Benefits.
Executive shall receive all fringe benefits that Company may from time to time
make available generally to its executive and management employees.

      


      4.           Paid Leave.

      


      a.           Vacation. During each year of
continuous, full-time employment, Executive shall earn four (4) weeks per year
of paid vacation time, which vacation time shall accrue in accordance with
Company policy applicable to Company's executive and management employees as set
forth in Company's Employee Handbook as in effect from time to
time.


      
        
           


        

        
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      b.           Sick Leave and Holidays.
Executive shall receive paid sick leave and holidays under the guidelines for
such leave applicable from time to time to Company's executive and management
employees.

      


      5.           Term and
Termination.

      


      a.           Term. Unless earlier
terminated pursuant to this Section 5, the initial term of this Agreement shall
be three (3) years beginning on the date of this Agreement. Upon the expiration
of the initial term, or any subsequent renewal term, this Agreement shall
automatically renew for a renewal term of 1 year, unless no fewer than three (3)
months before the expiration of the initial term, or any subsequent renewal
term, either party gives the other written notice of its or his intention not to
renew this Agreement upon its expiration (the initial term together with any
renewal terms are referred to herein as the “Term”).

      


      b.           Termination by Consent. This
Agreement may be terminated at any time by the parties' mutual agreement,
expressed in writing.

      


      c.           Termination
by Executive.

      


      i.           Executive
may terminate this Agreement before the end of its initial term or any renewal
term upon thirty (30) days' prior written notice, in which case Company's only
obligation to Executive with respect to compensation shall be payment of salary,
accrued, unused vacation compensation earned as of the last date bona fide
services are performed for Company under this Agreement (the “Termination
Date”).

      


      ii.           Executive
may, by written notice to Company made not less than sixty (60) days before the
Termination Date, elect to terminate his employment on the basis of “good
reason” if (a) Company commits a material breach of its obligations under
Section 1 of this Agreement; or (b) there is a material reduction of Executive's
duties, authority or status other than reductions or limitations imposed by law
or regulatory authority; or (c) a material change of the principal location in
which Executive is required to perform his duties hereunder without Executive's
prior consent (it being agreed that any location within the Denver, Colorado
metropolitan area shall not be deemed a material change); or (d) a material
reduction in (or a failure to pay or provide) Executive's compensation or
benefits payable under this Agreement; or (e) any other material breach by
Company of this Agreement. Any such notice of termination by Executive for “good
reason” shall specify the circumstances constituting “good reason.” Within 48
hours of the delivery of the Executive’s written notice of resignation for good
reason, the Company may notify the Executive of the Company’s intent to convene
a meeting of the Company’s board of directors to review and consider the
Executive’s election to terminate for good reason with the purpose of exploring
the adequacy of the Executive’s good reason (a “Company Review”), which meeting
may be held telephonically. If the Company elects to commence a Company Review,
the meeting to conduct the Company Review will be held within three business
days of the date of the Company’s notice of the same to the Executive. The
Executive will present his arguments in support of the termination for good
reason to the Company at the Company Review and the Company will be permitted to
provide rebuttal to the Executive’s arguments. With prior notice to the Company,
the Executive’s personal attorney will be allowed to attend the Company Review.
No later than two business days following the Company Review, the Executive will
determine and communicate to the Company the Executive’s decision to rescind the
election to terminate for good reason or to affirm his election to terminate for
good reason. If the Executive confirms his election to terminate for good reason
following any Company Review, or if no Company Review is held following the
Executive’s election to terminate for good reason, he shall afford Company an
opportunity to cure such circumstances at any time within the thirty (30) day
period following the date of such Company review or Executive’s notice, as
applicable. If Company does cure such circumstances within said thirty (30) day
period, the notice of termination shall be withdrawn by Executive and of no
further force and effect. In the event that the circumstances cited in
Executive's notice are not cured within the thirty (30) days after the notice,
this Agreement shall be terminated sixty (60) days after Executive's original
written notice and such termination shall be treated in all respects as if it
had been a termination of employment by Company without cause under Section 5.d
of this Agreement.

      


      iii.           If
at any time during the Term of this Agreement: (i)the Chairman of the Board of
the Company’s board of directors is removed or resigns, other than as the result
of any order of or agreement with any federal or state regulatory agency having
jurisdiction over the Company or its subsidiaries; and (ii) the Executive is not
named as the succeeding Chairman of the Board of the Company’s board of
directors, Executive may, by written notice to the Company during the 60-day
period ending no later than 195 days after the appointment of any new Chairman
of the Board (such appointment occurring on the “Appointment Date”) of the
Company’s board of directors, elect to terminate his employment as of a date
that is at least 180 days after the Appointment Date, and the termination shall
be treated for all purposes as a termination on the basis of “good reason”
within the meaning of the preceding paragraph; provided, however, that if
Executive has resigned for good reason as provided for under this paragraph and
the Company notifies the Executive of its desire for a cooling off period within
two business days of the delivery to the Company of the Executive’s notice under
this paragraph, Executive will accord the Company a cooling off period,
commencing on the date of Executive’s notice to the Company as contemplated in
this paragraph and ending on the 270th day
after the Appointment Date (the “Cooling Off End-Date”), during which time both
the Executive and the Company will negotiate in mutual good faith to determine
if the Executive’s objections to continued to employment with the Company can be
overcome. The Executive shall continue in his employment during any cooling off
period at his then base salary. If the Company imposes any cooling off period
under this paragraph, the effective date of the Executive’s resignation for good
reason under this paragraph shall be the first business day following the
Cooling Off End-Date.

      



      
        
           


        

        
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        d.           Termination by Company Without
Cause. Company may in its sole discretion terminate Executive's
employment at any time without cause. In such an event, the following terms will
apply:

      

      
 

      i.           
If the Executive delivers to Company a Release within the 6th month period
following the Executive's Separation from Service, Company shall pay Executive
severance compensation equal to Executive's Total Annual Compensation or, if
greater, Executive’s Total Compensation attributable to the remaining term of
this Agreement.  No severance compensation payments pursuant to this
paragraph shall be made to the Executive until the 6th month
anniversary of the Executive's Separation from Service.  Payment of
Executive’s Total Annual Compensation or the Total Compensation, as applicable,
shall be paid by the Company in a single sum (less required deductions and
withholdings) on the 6th month anniversary of the Executive's Separation from
Service or as soon as administratively practicable thereafter.  As used in
this Agreement, (A) Total Annual Compensation shall mean the average of the
amount displayed (or to be displayed) in the total compensation column in the
Summary Compensation Table of the Company’s proxy statement for the two calendar
years immediately preceding Executive’s date of Separation from Service; (B)
Total Compensation is Total Annual Compensation multiplied by the number
determined by dividing the number of whole months and fractions thereof in the
remaining term of this Agreement as of Executive’s date of employment
termination by 12; and (C) Separation from Service shall have the meaning
assigned to it by Code Sec. 409A and the Treasury regulations promulgated
thereunder.  Release shall mean a complete release of any claims against
Company, its officers, directors, employees, agents or affiliates arising out of
or related, directly or indirectly, to Executive's employment by Company or Bank
or this Agreement in exactly the form attached hereto as Exhibit
A.  Notwithstanding the foregoing, nothing contained in the
Release shall operate to release, waive or limit Executive's rights to
continuing coverage under Company's directors and officers insurance under
Section 6 of this Agreement or to indemnification and advancement of expenses
from Company under the indemnification Agreement between Company and Executive
attached hereto as Exhibit B or
otherwise.

      


      ii           
If and to the extent that Executive remains eligible after such termination to
receive cash bonuses under the terms of Company's Executive Incentive Plan, as
it is in effect at the time of Executive's termination without cause, on account
of services provided to Company by Executive prior to the date of such
termination, then Executive shall be awarded and paid a cash bonus in accordance
with the terms of the Executive Incentive Plan, proportionately reduced to
reflect any partial year of employment.  Any amount payable under the
terms of Company’s Executive Incentive Plan shall be paid to the Executive no
later than two and a half months following the calendar year in which the
Executive’s Separation from Service occurs.

      


      iii.           
If Executive elects continuation of coverage under COBRA for Executive and his
covered dependents, Company shall pay the portion of Executive's premiums that
Company paid immediately preceding the Executive's Termination Date for all
health coverage and other benefits described in Section 3 above that are subject
to COBRA, to Company's plan administrator or benefit provider for a period equal
to the maximum period permitted by COBRA.  However, in no event shall
premium payments continue beyond December 31 of the second calendar year
following the calendar year in which Executive has a Separation from
Service.

       

      iv.           
Company shall permit Executive to exercise all options to purchase Company's
stock that had vested as of the Termination Date for a period of thirty (30)
days after the Termination Date or such longer period as may be permitted by the
Plan, the Special Plan or Company's Compensation Committee; however, Executive
shall not be permitted to exercise any option to purchase Company's stock beyond
the maximum full term of the option.  Notwithstanding the foregoing,
Executive's exercise of options and sale of Company stock shall at all times be
subject to all restrictions made applicable by any securities law or regulations
to persons holding positions such as Executive holds with Company.

      



      
        
           


        

        
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      e.           Termination by Company With
Cause. Company may terminate this Agreement effective immediately, with
Company's only obligation being the payment of salary and accrued, unused
vacation compensation earned as of the date of termination, by written notice to
Executive if Executive: (i) commits a material violation of this Agreement; or
(ii) engages in any of the following forms of misconduct: commission of any
material act involving dishonesty or moral turpitude; theft of Company's
property; or willful misconduct, including but not limited to willful disregard
of any directive of the Chairman of the Board or the Board (either of (i) or
(ii) being deemed to be “with cause” hereunder). The written notice from Company
to Executive shall disclose, in reasonable detail, the basis on which Company
believes that Executive's termination is with cause. If Executive provides
written notice to Company of Executive's intent to dispute the existence of such
cause within twenty four (24) hours of Executive's receipt of Company's notice
of termination with cause, Company shall permit Executive to appear at a Board
meeting (which meeting may be telephonic) to present Executive's response to the
written notice. With prior notice to the Company, Executive's personal attorney
will be allowed to attend such Board meeting. No later than two (2) business
days after such meeting, the Board shall determine whether (a) to rescind its
termination of Executive's employment, (b) to reclassify such termination as a
termination without cause, or (c) to affirm the termination with cause. Company
shall promptly notify Executive of any such determination in writing. If
Executive does not dispute the existence of cause for his termination, such
termination shall be effective on the date set forth in the original notice of
termination. If Executive disputes the existence of cause for his termination
before the Board and such termination is not rescinded, such termination shall
be effective on the first to occur of (i) the date set forth in the original
notice of termination or (ii) the date of the Board's determination to
reclassify or affirm the termination.

      


      f.           Gross Up for Excise Tax and 409A
Tax.

      


      i.           If
any payment or benefit provided by Company to or for the benefit of the
Executive, whether paid or payable or distributed or distributable pursuant to
the terms of this Agreement or otherwise, including, by example and not by way
of limitation, acceleration by the Company or otherwise of the date of payment
under any plan, program, arrangement or agreement of Company (a “Payment”) is
subject to the excise tax imposed by Code section 4999 or any interest or
penalties with respect to such excise tax (the “Excise Tax”), then Company shall
make such additional payments to Executive (the “Excise Tax Gross Up Payments”)
as are necessary to provide Executive with enough funds to pay the Excise Tax,
as well as any additional taxes (other than the 409A Tax, as defined below),
including but not limited to additional Excise Tax, attributable to or resulting
from the payment of the Excise Tax Gross Up Payments, with the end result that
Executive shall be in the same position with respect to his tax liability (other
than the 409A Tax) as he would have been in if no Excise Tax had ever been
imposed.  The Company shall make any payments required by this
paragraph no later than the last day of Executive’s taxable year next following
the Executive’s taxable year in which the Excise Tax is remitted to the taxing
authority.

       

      ii.           If
any Payment provided to Executive pursuant to this Agreement is subject to
adverse tax consequences under Code section 409A, then Company shall make such
additional payments to Executive (the “409A Gross Up Payments”) as are necessary
to provide Executive with enough funds to pay the additional taxes, interest,
and penalties imposed by Code section 409A (collectively, the “409A Tax”), as
well as any additional taxes, including but not limited to additional 409A Tax,
attributable to or resulting from the payment of the 409A Gross Up Payments,
with the end result that Executive shall be in the same position with respect to
his tax liability as he would have been in if no 409A Tax had ever been imposed;
provided, however, that the Company’s obligation to make payments under this
paragraph 5.f.ii shall be limited to an amount equal to three times the 409A Tax
(not including for this purpose 409A Tax attributable to the payment of any
portion of the 409A Gross Up Payment).  The Company shall make any
payments required by this paragraph no later than the last day of Executive’s
taxable year next following the Executive’s taxable year in which the 409A Tax
is remitted to the taxing authority.

      



      
        
           


        

        
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      g.           Limitation on Certain Payments
Pursuant to Section 111 of the Emergency Economic Stabilization Act of
2008.  Notwithstanding any provision of this Agreement to the
contrary, in no event shall the Company make a payment to Executive under this
Agreement or otherwise that would cause a violation of  Section 111 of
the Emergency Economic Stabilization Act of 2008 (a “111
Violation”).  If more than one type of payment under this Agreement
would cause a 111 Violation requiring the elimination of a portion of the
payments, then to the extent necessary to avoid a 111 Violation first payments
pursuant to Section 7.c. shall be reduced, if such payment relates to a period
longer than six months, to a payment period no less than six months, and there
shall be a corresponding reduction in the Non-Compete
Period.  Following the reduction described in the preceding sentence
or if no reduction is possible under the preceding sentence, payments pursuant
to Section 5.f.i. and then Section 5.f.ii. shall be reduced or
eliminated.

      


      6.           Indemnification and Directors and
Officers' Insurance.

      


      a.           A
copy of the Indemnification Agreement between Company and the CEO, executed
contemporaneously with this Agreement, is attached hereto as Exhibit
B.

      


      b.           Company
shall provide and maintain directors' and officers' liability insurance policies
in a commercially reasonable amount, as determined by Company's Board of
Directors in its discretion, covering Executive to the same extent that Company
provides such coverage for its other executive officers. Such insurance coverage
shall continue as to Executive even if he has ceased to be a director, employee
or agent of Company with respect to acts or omissions that occurred prior to his
cessation of employment with Company. Notwithstanding the foregoing, however, if
Company shall cease to maintain directors' and officers' liability insurance
policies covering Executive and other executive officers by reason of: (i) a
consolidation, merger, sale or other reorganization of Company; (ii) any person
or entity or group of persons or entities acting in concert acquiring management
control of Company; or (iii) the insurers providing such insurance canceling or
refusing to renew such insurance, then Executive shall have coverage only to the
extent provided in any run-off policies extending the period during which
Company or Executive may give the insurers notice of a claim under the
terminated directors' and officers' liability insurance policies. Company shall
take all reasonable actions to ensure that it obtains such run-off policies and
that such run-off policies extend the claims reporting period through any
applicable statutes of limitations, but nothing in this section shall obligate
Company to obtain extraordinary insurance coverage for Executive. Insurance
contemplated under this Section 6 shall inure to the benefit of Executive's
heirs, executors and administrators.


      
        
           


        

        
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      7.           Confidentiality, Noninterference and
Non-compete.

      


      a.           Executive
understands, acknowledges, and agrees that during the course of his employment,
he will have access to technical, business, and customer information, materials,
and data relating to Company's and Bank's business that have not been released
to the public, including, but not limited to, confidential information,
materials, or proprietary data belonging to Company or Bank (collectively,
“Confidential Information”). Executive also understands, acknowledges, and
agrees that all Confidential Information is the property of Company and/or Bank.
Executive agrees to hold and safeguard all Confidential Information and agrees
not to disclose or divulge any Confidential Information to any person, firm,
corporation, business, or any other entity without the written authorization of
an officer or director of Company or as required by Executive's performance of
services under this Agreement. Notwithstanding the foregoing, this Agreement
shall not prohibit Executive from responding to any subpoena or court order, or
from disclosing any information that has entered the public domain other than as
a result of Executive's violation of any legal duty of
nondisclosure.

      


      b.           For
purposes of this Agreement, a “Restricted Period” shall apply following
Executive’s termination of employment for any reason, other than for Cause as
provided for in Section 5.e above, and shall be in effect for the longer of:
(i) the period for which Executive is paid severance compensation pursuant
to Section 5 above (including the 6-month period before and the period after the
lump sum severance payment); or (ii) the twelve (12) month period following the
effective date of the Executive’s termination of employment. During the
Restricted Period, Executive shall not (except on behalf of Company or with
Company's prior written consent), directly or indirectly, (i) solicit the
business of any of Company's or Bank's customers or clients, (ii) hinder,
disrupt or otherwise interfere with Company's or Bank's ongoing business
relationship with any of their respective customers or clients, (iii) solicit
the employment of any employee of Company or Bank or (iv) encourage, counsel or
otherwise cause any employee of Company or Bank to terminate the employee's
employment relationship with Company or Bank.

      


      c.           In
the event of Executive's termination from employment for any
reason,  the Company may, no later than five (5) business days after
the effective date of such termination, elect to impose on Executive a
restriction against competing with Company (the “Non-Compete”) for a period of
up to twelve (12) months after the date of termination (the “Non-Compete
Period”) by (i) giving written notice to the Executive of such election,
including the number of months that Company is electing to impose the
Non-Compete (a “Non-Compete Purchase Election”).  Such Non-Compete
Period shall commence as of the day following the Executive’s date of
termination. Company shall pay Executive one-twelfth (1/12) of Executive’s Total
Annual Compensation (a “Non-Compete Payment”) for each month during the
Non-Compete Period that the Non-Compete is in effect. No Non-Compete Payments
pursuant to this paragraph shall be made to the Executive until the
6th month anniversary of the Executive's Separation from
Service.  Non-Compete Payments for the entire Non-Compete Period shall
be paid by the Company in a single sum (less required deductions and
withholdings) on the 6th month anniversary of the Executive's Separation from
Service or as soon as administratively practicable thereafter.  If the
Company elects to impose a Non-Compete Period on the Executive as a result of
the Executive’s termination for Cause under Section 5(e), the Restricted Period
provided for above in Section 7.b shall apply as well. After the Non-Compete
Purchase Election has been made, Company may not extend the Non-Compete Period
without Executive's consent. During the Non-Compete Period, Executive may not
(except on behalf of the Company or with the Company's prior written consent),
directly or indirectly, (i) engage in the Company's business or the Bank's
Business (collectively, the “Business”) in the state of Colorado or any other
state where, as of the date of termination, the Company has existing banking
operations or other sales offices or has invested a substantial amount of effort
or money with the intent of establishing banking operations or sales offices
(the “Territory”), (ii) interfere with the Business, or (iii) own, manage,
control, participate in, consult with, render services for or in any manner
engage in or represent any business within the Territory that is competitive
with the Business as such business is conducted or proposed to be conducted from
and after the date of this Agreement. Nothing herein shall prohibit Executive
from being a passive owner of not more than five percent (5%) of the outstanding
stock of any class of a corporation which is publicly traded, so long as
Executive has no active participation in the business of such corporation. A
Non-Compete Payment shall not reduce or otherwise affect the obligation of
Company, if any, to provide post-termination compensation or benefits to
Executive. If Executive breaches the Non-Compete during the Non-Compete Period,
Company may cease making further Non-Compete Payments and Executive shall be
obligated to repay all prior Non-Compete Payments to Company. If Company elects
to impose a Non-Compete, any Non-Compete Payment will be deemed to be a Payment
subject to Section 5.f. of this Agreement.


      
        
           


        

        
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      d.           It
is hereby acknowledged by the parties hereto that a breach by Executive of any
of the covenants contained in this Section 7 will cause irreparable harm and
damage to Company, the monetary amount of which may be virtually impossible to
ascertain. As a result, Executive acknowledges and agrees that Company shall be
entitled to an injunction from any court of competent jurisdiction enjoining and
restraining any violation of any or all of the covenants contained in this
Section 7 by Executive or any of his affiliates, associates, partners or agents,
either directly or indirectly, and that any such injunction or other equitable
relief shall be in addition to, and not a substitute for, any other remedies
available to Company, including but not limited to money damages.

      


      8.           Successors and Assigns.
Company, its successors and assigns may assign this Agreement to any person or
entity in connection with (a) a consolidation, merger, sale or other
reorganization of Company or Bank or (b) any person or entity or group of
persons or entities acting in concert acquiring management control of Company or
Bank. Any other transfer or assignment of this Agreement by Company shall only
be made with Executive's consent, which shall not be unreasonably withheld. This
Agreement thereafter shall bind, and inure to the benefit of, Company's
successor or assign. Executive has no power or authority to assign either this
Agreement or any right or obligation arising thereunder.

      


      9.           Miscellaneous.

      


      a.           Governing Law. This Agreement,
and all other disputes or issues arising from or relating in any way to
Company's relationship with Executive, shall be governed by the internal laws of
the State of Colorado, irrespective of the choice of law rules of any
jurisdiction; except that Executive's rights and obligations in relation to
indemnification shall be governed by the laws of the state in which Company is
incorporated.

      


      b.           Severability. If any court of
competent jurisdiction declares any provision of this Agreement invalid or
unenforceable, the remainder of the agreement shall remain fully enforceable. To
the extent that any court concludes that any provision of this Agreement is void
or voidable, the court shall reform such provision(s) to render the provision(s)
enforceable, but only to the extent absolutely necessary to render the
provision(s) enforceable.

      


      c.           Integration. This Agreement
constitutes the entire agreement of the parties and a complete merger of prior
negotiations and agreements and, except as provided in the preceding
subparagraph, shall not be modified except in a writing signed by Executive and
Company.

      


      d.           Waiver. No provision of this
Agreement shall be deemed waived, nor shall there be an estoppel against the
enforcement of any such provision, except by a writing signed by the party
charged with the waiver or estoppel. No waiver shall be deemed continuing unless
specifically stated therein, and the written waiver shall operate only as to the
specific term or condition waived, and not for the future or as to any act other
than that specifically waived.


      
        
           


        

        
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      e.           Construction. Headings in this
Agreement are for convenience only and shall not control the meaning of this
Agreement. Whenever applicable, masculine and neutral pronouns shall equally
apply to the feminine genders; the singular shall include the plural and the
plural shall include the singular. The parties have reviewed and understand this
Agreement, and each has had a full opportunity to negotiate the Agreement's
terms and to consult with counsel of their own choosing. Therefore, the parties
expressly waive all applicable common law and statutory rules of construction
that any provision of this Agreement should be construed against the drafter,
and agree that this Agreement and all amendments thereto shall be construed as a
whole, according to the fair meaning of the language used.

      


      f.           Disputes. Any action arising
from or relating any way to this Agreement, or otherwise arising from or
relating to Executive's employment with Company, shall be tried only in the
state or federal courts situated in Denver, Colorado. The parties consent to
jurisdiction and venue in those courts to the greatest extent possible under
law.

       

       

       

      
        


        
          	
                  EXECUTIVE

                	 
      	
                  COMPANY

                
	
                  Scot
      T. Wetzel

                	 
      	
                  United
      Western Bancorp, Inc.

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                  /s/
      Scot T. Wetzel

                	 
      	
                  By:  /s/
      Michael J. McCloskey

                
	
                  By:
      Scot T. Wetzel

                	 
      	
                  Michael J.
    McCloskey

                
	 
      	 
      	
                  Chief Operating
      Officer

                
	 
      	 
      	 
      
	
                  Date:  December
      31, 2008

                	 
      	
                  Date:  December
      31, 2008

                
	 
      	 
      	 
      


        

      

       


      
        
           


        

        
          - 9
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      EXHIBIT
A

      


      GENERAL
RELEASE AGREEMENT

      


                 THIS
GENERAL RELEASE AGREEMENT is entered into as of [TO BE DETERMINATED AT TERMINATION OF
EMPLOYMENT] (the “Effective Date”), by Scot T.
Wetzel (the “Executive”)
in consideration of the severance pay and severance benefits provided to the
Executive by United Bancorp, Inc., a Colorado corporation (“UWB”) and United
Western Bank (the “Bank”) pursuant to the Employment Agreement (the “Employment Agreement”) by and
among UWB, the Bank and the Executive (the “Severance
Payment”).

       

      


      1.           General
Release.  The Executive, on
his own behalf and on behalf of his heirs, executors, administrators, attorneys
and assigns, hereby unconditionally and irrevocably releases, waives and forever
discharges UWB, the Bank and each of their respective affiliates, parents,
successors, predecessors, and the subsidiaries, directors, owners, members,
shareholders, officers, agents, and employees of UWB, the Bank and each of their
respective affiliates, parents, successors, predecessors, and subsidiaries
(collectively, all of the foregoing are referred to as the “Employer”), from any and all
causes of action, claims and damages, including attorneys’ fees, whether known
or unknown, foreseen or unforeseen, presently asserted or otherwise arising
through the date of his signing of the General Release Agreement, concerning his
employment or separation from employment.  This release includes, but
is not limited to, any claim or entitlement to salary, bonuses, any other
payments, benefits or damages arising under any federal law (including, but not
limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in
Employment Act (“ADEA”), the Employee Retirement Income Security Act of 1974
(“ERISA”), the Americans with Disabilities Act, Executive Order 11246, the
Family and Medical Leave Act, and the Worker Adjustment and Retraining
Notification Act, each as amended); any claim arising under any state or local
laws, ordinances or regulations (including, but not limited to, any state or
local laws, ordinances or regulations requiring that advance notice be given of
certain workforce reductions); and any claim arising under any common law
principle or public policy, including, but not limited to, all suits in tort or
contract, such as wrongful termination, defamation, emotional distress,
invasion of privacy or loss of consortium.

      


      Notwithstanding
the foregoing, neither party is releasing any right to enforce the Employment
Agreement (including the right to any payment remaining to be made under the
Employment Agreement) and this General Release Agreement, and the Executive is
not releasing: (a) any claims for benefits payable under any ERISA benefit plan
sponsored by the Employer and in which he was a participant, (b) any claims for
unemployment compensation or workers compensation benefits or other rights
that may not be released as a matter of law, or (c) any claims solely related to
the validity of this General Release under the ADEA.  However, by
signing this General Release Agreement, the Executive is waiving any right to
monetary recovery or individual relief should any federal, state or local agency
(including the Equal Employment Opportunity Commission) pursue any claim on his
behalf arising out of or related to his employment with and/or separation from
employment with the Company, and the Executive hereby agrees that the payments
under the Employment Agreement are the exclusive remedy for and full settlement
of all of his claims for money damages.

      


      The
Executive agrees without any reservation whatsoever, never to sue the Employer
or become a party to a lawsuit on the basis of any and all claims of any type
lawfully and validly released in this General Release Agreement.  The
Executive further represents and warrants that he has not previously filed
any claim or joined in any claim or suit against the
Employer.


      
        
           


        

        
          - 10
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      2.           Acknowledgments.  The Executive is
signing this General Release Agreement knowingly and voluntarily.  He
acknowledges that:

      


      
        	
                 
      

              	 	
                (a)

              	
                He
      is hereby advised in writing to consult an attorney before signing this
      General Release Agreement;

              


      

      


      
        	
                 
      

              	 	
                (b)

              	
                He
      has relied solely on his own judgment and/or that of his attorney
      regarding the consideration for and the terms of this General Release
      Agreement and is signing this General Release Agreement knowingly and
      voluntarily of his own free will;

              


      

      


      
        	
                 
      

              	 	
                (c)

              	
                He
      is not entitled to the Severance Payment unless he agrees to and honors
      the terms of this General Release
Agreement;

              


      

      


      
        	
                 
      

              	 	
                (d)

              	
                He
      has been given at least twenty-one (21) calendar days to
      consider this General Release Agreement, or he expressly waives his right
      to have at least twenty-one (21) days to consider
      this General Release Agreement;

              


      

      


      
        	
                 
      

              	 	
                (e)

              	
                He
      may revoke this General Release Agreement within seven (7) calendar days
      after signing it by submitting a written notice of revocation to the
      Employer.  He further understands that this General Release
      Agreement is not effective or enforceable until after the seven (7) day
      period of revocation has expired without revocation, and that if he
      revokes this General Release Agreement within the seven (7) day revocation
      period, he will not receive the Severance
  Payment;

              


      

      


      
        	
                 
      

              	 	
                (f)

              	
                He
      has read and understands the General Release Agreement and further
      understands that it includes a general release of any and all known and
      unknown, foreseen or unforeseen claims presently asserted or otherwise
      arising through the date of his signing of this General Release Agreement
      that he may have against the Employer;
and

              


      

      


      
        	
                 
      

              	 	
                (g)

              	
                No
      statements made or conduct by the Employer has in any way coerced or
      unduly influenced him or her to execute this General Release
      Agreement.

              


      

      


      3.           No
Admission of Liability.  This General
Release Agreement does not constitute an admission of liability or wrongdoing on
the part of the Employer, the Employer does not admit there has been any
wrongdoing whatsoever against the Executive, and the Employer expressly denies
that any wrongdoing has occurred.

      


      4.           Entire
Agreement.  There are no
other agreements of any nature between the Employer and the Executive with
respect to the matters discussed in this General Release Agreement, except as
expressly stated herein, and in signing this General Release Agreement, the
Executive is not relying on any agreements or representations, except those
expressly contained in this General Release Agreement.

      


      5.           Execution.  It is not
necessary that the Employer sign this General Release Agreement following the
Executive's full and complete execution of it for it to become fully effective
and enforceable.


      
        
           


        

        
          - 11
-

          
            

          

        

        
           


        

      


      


      


      6.           Severability.  If any provision
of this General Release Agreement is found, held or deemed by a court of
competent jurisdiction to be void, unlawful or unenforceable under any
applicable statute or controlling law, the remainder of this General Release
Agreement shall continue in full force and effect.

      


      7.           Governing
Law.  This General
Release Agreement shall be governed by the laws of the State of Colorado,
excluding the choice of law rules thereof.

      


      8.           Headings.  Section and
subsection headings contained in this General Release Agreement are inserted for
the convenience of reference only.  Section and subsection headings
shall not be deemed to be a part of this General Release Agreement for any
purpose, and they shall not in any way define or affect the meaning,
construction or scope of any of the provisions hereof.

      


      IN
WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the day
and year first herein above written.

       

      


       

      
        	 
      	
                EXECUTIVE:

              
	 
      	 
      
	 
      	 
      
	 
      	
                /s/ Scot T.
      Wetzel                                                                

              
	 
      	
                Scot
      T. Wetzel

              
	 
      	 
      


      

      


       


      
        
           


        

        
          - 12
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      EXHIBIT
B

       

      INDEMNIFICATION
AGREEMENT

       

      This
Indemnification Agreement (the "Agreement") is entered into by
and between United Western Bancorp, Inc., a Colorado corporation, (the "Company"), and Scot Wetzel
(the "Executive"), and shall be effective as of  _____________, 2008
(the “Effective Date”).

       

      Recitals

       

      1.           It
is essential to the Company to retain and attract as directors and officers the
most capable persons available;

       

      2.           Indemnitee
is a director/officer of the Company, or a subsidiary of the Company (a “Subsidiary”);

       

      3.           The
Articles of Incorporation and the Bylaws of the Company permit the Company to
indemnify and advance expenses to its directors and officers, or to the extent
serving at the request of the Corporation, the directors, officers, employees
and agents of any corporation, partnership, joint venture, trust or other
enterprise, to the fullest extent permitted by law;

       

      4.           In
recognition of Indemnitee’s need for substantial protection against personal
liability in order to enhance Indemnitee’s continued service to the Company
and/or a Subsidiary in an effective manner and Indemnitee’s reliance on the
aforesaid Articles of Incorporation and Bylaws, and in part to provide
Indemnitee with specific contractual assurance that the protection promised by
such Articles of Incorporation and Bylaws will be available to Indemnitee
(regardless of, among other things, any amendment to or revocation of such
Articles of Incorporation and Bylaws or any change in the composition of the
Company’s Board of Directors or acquisition transaction relating to the
Company), and in order to induce Indemnitee to continue to provide services to
the Company and/or a Subsidiary as a director or officer thereof, the Company
wishes to provide in this Agreement for the indemnification of and the advancing
of expenses to Indemnitee to the fullest extent (whether partial or complete)
permitted by law and as set forth in this Agreement, and, to the extent
insurance is maintained, for the continued coverage of Indemnitee under the
Company’s directors’ and officers’ liability insurance policies.

       

      Agreement

       

      NOW,
THEREFORE, in consideration of the foregoing and of Indemnitee continuing to
serve the Company and/or a Subsidiary, and intending to be legally bound hereby,
the parties hereto agree as follows:

       

      1.           Certain
Definitions.

       

      (a)           A
“Change in
Control” shall be deemed to have occurred if: (i) any “person” (as such
term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended), other than a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or a corporation owned directly or
indirectly by the stockholders of the Company in substantially the same
proportions as theft ownership of stock of the Company, is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing 20% or more of the total
voting power represented by the Company’s then outstanding Voting Securities; or
(ii) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the Company and
any new director whose election by the Board of Directors or nomination
for election by the Company’s stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors
at the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a majority thereof;
or (iii) the stockholders of the Company approve a merger or consolidation of
the Company with any other corporation, other than a merger or consolidation
which would result in the Voting Securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into Voting Securities of the surviving
entity) at least 80% of the total voting power represented by the Voting
Securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation, or the stockholders of the Company approve a plan
of complete liquidation of the Company or an agreement for the sale or
disposition by the Company (in one transaction or a series of transactions) of
all or substantially all of the Company’s assets.

         

      

       


      
        
           


        

        
          - 13
-

          
            

          

        

        
           


        

      


      (b)           “Expense”
include attorneys’ fees and all other costs, expenses and obligations paid or
incurred in connection with investigating, defending, being a witness in or
participating in (including on appeal), or preparing to defend, be a witness in
or participate in any Proceeding relating to any Indemnifiable
Event.

       

      (c)           “Indemnifiable
Event” shall mean any event or occurrence that takes place either prior
to or after the execution of this Agreement, related to the fact that Indemnitee
is or was a director or an officer of the Company, or while a director or
officer is or was serving at the request of the Company as a director, officer,
employee, trustee, agent or fiduciary of another corporation, partnership, joint
venture, employee benefit plan, trust or other enterprise, or by reason of
anything done or not done by Indemnitee in any such capacity.

       

      (d)           “Potential Change
in Control” shall be deemed to have occurred if: (i) the Company enters
into an agreement or arrangement, the consummation of which would result in the
occurrence of a Change in Control; (ii) any person (including the Company)
publicly announces an intention to take or to consider taking actions which if
consummated would constitute a Change in Control; (iii) any person, other than a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company acting in such capacity or a corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company, who is or becomes the
beneficial owner, directly or indirectly, of securities of the Company
representing 10% or more of the combined voting power of the Company’s then
outstanding Voting Securities, increases his beneficial ownership of such
securities by 5% or more over the percentage so owned by such person on the date
hereof; or (iv) the Board adopts a resolution to the effect that, for purposes
of this Agreement, a Potential Change in Control has occurred.

       

      (e)           “Proceeding”
shall mean any threatened, pending or completed action, suit or proceeding, or
any inquiry, hearing or investigation, whether conducted by the Company or any
other party, that Indemnitee in good faith believes might lead to the
institution of any such action, suit or proceeding, whether civil, criminal,
administrative, investigative or other.

       

      (f)           “Reviewing
Party” shall mean any appropriate person or body consisting of a member
or members of the Company’s Board of Directors or any other person or body
appointed by the Board (including the special, independent counsel referred to
in Section 3)
who is not a party to the particular Proceeding with respect to which Indemnitee
is seeking Indemnification.  If there has not been a Change in
Control, the Reviewing Party shall be selected by the Board of Directors, and if
there has been such a Change in Control (other than a Change in Control which
has been approved by a majority of the Company’s Board of Directors who were
directors immediately prior to such Change in Control) or if there is a
Proceeding brought by a federal banking regulatory agency in which all or a
majority of Board of Directors are named as respondents, the Reviewing Party
shall be the special, independent counsel referred to in Section 3
hereof.

      
         

        (g)           “Trust”
shall mean the trust as defined in Section 4 that is
formed by the Company upon written request by Indemnitee in the event of a
Potential Change in Control.

         

        (h)           “Trustee”
shall mean the trustee of the Trust.

         

        (i)           “Voting
Securities” shall mean any securities of the Company which vote generally
in the election of directors.

      


      
        
           


        

        
          - 14
-

          
            

          

        

        
           


        

      


       

      2.           Agreement
to Indemnify.

       

      (a)           In
the event Indemnitee was, is or becomes a party to or witness or other
participant in, or is threatened to be made a party to or witness or other
participant in, a Proceeding by reason of (or arising in part out of) an
Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest
extent permitted by law, as soon as practicable, but in any event no later than
thirty (30) days after written demand is presented to the Company, against any
and all Expenses, judgments, fines, penalties and amounts paid in settlement
(including all interest, assessments and other charges actually and reasonably
incurred by him or her in connection with or in respect of such Expenses,
judgments, fines, penalties or amounts paid in settlement) of such Proceeding
and any federal, state, local or foreign taxes imposed on Indemnitee as a result
of the actual or deemed receipt of any payments under this Agreement (including
the creation of the Trust) if he or she acted in good faith and in a manner
which he or she reasonably believed to be in or not opposed to the best
interests of the Company, and with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful; provided, however, that the
Company shall not indemnify Indemnitee for any Expenses incurred in a Proceeding
instituted by an appropriate bank regulatory agency if that Proceeding results
in a final order assessing civil monetary penalties or requiring affirmative
action by Indemnitee in the form of payments to the
Company.  Notwithstanding anything in this Agreement to the contrary
and except as provided in Section 5, prior to a
Change in Control, Indemnitee shall not be entitled to indemnification pursuant
to this Agreement in connection with any Proceeding initiated by Indemnitee
against the Company or any director or officer of the Company unless the Company
has joined in or consented to the initiation of such Proceeding.  If
so requested by Indemnitee, the Company shall advance (within ten business days
of such request) any and all Expenses to Indemnitee (an “Expense
Advance”); provided,
however, that such Expenses shall be advanced only upon delivery to the
Company of an undertaking by or on behalf of Indemnitee to repay such amount if
it is ultimately determined that Indemnitee is not entitled to be indemnified by
the Company.

       

      (b)           Notwithstanding
the foregoing, (i) the obligations of the Company under Section 2(a) shall be
subject to the condition that the Reviewing Party shall not have determined (in
a written opinion, in any case in which the special, independent counsel
referred to in Section 3 hereof is involved) that Indemnitee would not be
permitted to be so indemnified under applicable law, and (ii) the obligation of
the Company to make an Expense Advance pursuant to Section 2(b) shall be subject
to the condition that, if, when and to the extent that the Reviewing Party
determines that Indemnitee would not be permitted to be so indemnified under
applicable law, the Company shall be entitled to be reimbursed by Indemnitee
(who hereby agrees to reimburse the Company) for all such amounts theretofore
paid; provided,
however, that if Indemnitee has commenced legal proceedings in a court of
competent jurisdiction to secure a determination that Indemnitee should be
indemnified under applicable law, any determination made by the Reviewing Party
that Indemnitee would not be permitted to be indemnified under applicable law
shall not be binding and Indemnitee shall not be required to reimburse the
Company for any Expense Advance until a final judicial determination is made
with respect thereto (as to which all rights of appeal therefrom have been
exhausted or lapsed).  Notwithstanding any other provision in this
Agreement, Expenses incurred in defending a Proceeding that is an administrative
or civil action initiated by a
federal bank regulatory agency shall be advanced only if Indemnitee agrees in
writing to reimburse the Company for that portion of the advanced Expenses as to
which it is ultimately determined that Indemnitee was not entitled to
indemnification and the Reviewing Party has first made a determination in
writing that Indemnitee acted in good faith and in a manner he or she believed
to be in the best interests of the Company and that the advancing of such
Expenses will not adversely affect the safety and soundness of the
Company.  Expenses shall be advanced, however, only upon delivery to
the Company of a written binding agreement by or on behalf of the Indemnitee to
repay such amount if it is ultimately determined that Indemnitee is not entitled
to be indemnified by the Company.  Indemnitee’s obligation to
reimburse the Company for Expense Advances shall be unsecured and no interest
shall be charged thereon.  If there has been no determination by the
Reviewing Party or if the Reviewing Party determines that Indemnitee
substantively would not be permitted to be indemnified in whole or in part under
applicable law, Indemnitee shall have the right to commence litigation in any
court in the State of Colorado having subject matter jurisdiction thereof and in
which venue is proper seeking an initial determination by the court or
challenging any such determination by the Reviewing Party or any aspect thereof,
and the Company hereby consents to service of process and to appear in any such
proceeding.  Any determination by the Reviewing Party otherwise shall
be conclusive and binding on the Company and Indemnitee.

       


      
        
           


        

        
          - 15
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      3.           Change in
Control.  The Company agrees that if there is a Change in
Control of the Company (other than a Change in Control which has been approved
by a majority of the Company’s Board of Directors who were directors immediately
prior to such Change in Control), then with respect to all matters thereafter
arising concerning the rights of Indemnitee to indemnity payments and Expense
Advances under this Agreement or any other agreement or under applicable law or
the Company’s Articles of Incorporation or Bylaws now or hereafter in effect
relating to indemnification for Indemnifiable Events, the Company shall seek
legal advice only from special, independent counsel selected by Indemnitee and
approved by the Company (which approval shall not be unreasonably withheld), and
who has not otherwise performed services for the Company or the Indemnitee
(other than in connection with such matters) within the last five (5)
years.  Such independent counsel shall not include any person who,
under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Company or Indemnitee in
an action to determine Indemnitee’s rights under this Agreement.  Such
counsel, among other things, shall render its written opinion to the Company and
Indemnitee as to whether and to what extent Indemnitee would be permitted to be
indemnified under applicable law.  The Company agrees to pay the
reasonable fees of the special, independent counsel referred to above and to
indemnify fully such counsel against any and all expenses (including attorneys’
fees), claims, liabilities and damages arising out of or relating to this
Agreement or the engagement of special, independent counsel pursuant hereto,
except with respect to intentional acts and gross negligence of such special
independent counsel, and professional malpractice claims related
thereto.

       

      4.           Establishment of
Trust.  In the event of a Potential Change in Control, the
Company shall, upon written request by Indemnitee, create a trust for the
benefit of the Indemnitee (the “Trust”) and from time to time upon written
request of Indemnitee shall fund such Trust in an amount sufficient to satisfy
any and all Expenses reasonably anticipated at the time of each such request to
be incurred in connection with investigating, preparing for and defending any
Proceeding related to an Indemnifiable Event and any and all judgments, fines,
penalties and settlement amounts of any and all Proceedings related to an
Indemnifiable Event from time to time actually paid or claimed, reasonably
anticipated or proposed to be paid.  The amount or amounts to be
deposited in the Trust pursuant to the foregoing funding obligation shall be
determined by the Reviewing Party in any case in which the special independent
counsel described in Section 3 above is
involved.  The terms of the Trust shall provide that upon a Change in
Control: (i) the Trust shall not be revoked or the principal thereof invaded,
without the written consent of Indemnitee; (ii) the Trustee shall advance,
within ten (10) business days of a request by Indemnitee, any and all Expenses
to Indemnitee (subject to the conditions contained in Section 2(b)
including the agreement of Indemnitee to reimburse the Trust under the
circumstances under which the Indemnitee
would be required to reimburse the Company under Section 2(b) of this
Agreement); (iii) the Trust shall continue to be funded by the Company in
accordance with the funding obligation set forth above; (iv) the Trustee shall
promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to
indemnification pursuant to this Agreement or otherwise; and (v) all unexpended
funds in such Trust shall revert to the Company upon a final determination by
the Reviewing Party or a court of competent jurisdiction, as the case may be,
that the Indemnitee has been fully indemnified under the terms of this
Agreement.  The Trustee shall be chosen by
Indemnitee.  Nothing in this Section 4 shall
relieve the Company of any of its obligations under this
Agreement.  All income earned on the assets held in the Trust shall be
reported as income by the Company for federal, state, local and foreign tax
purposes.

       


      
        
           


        

        
          - 16
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      5.           Indemnification for Expenses Incurred
In Enforcing this Agreement.  The Company shall indemnify
Indemnitee against any and all reasonable expenses (including attorneys’ fees),
and, if requested by Indemnitee, shall (within ten (10) business days of such
request) advance such expenses to Indemnitee, which are actually incurred by
Indemnitee in connection with any claim asserted against or action brought by
Indemnitee for (i) indemnification or advance payment of Expenses by the Company
under this Agreement or any other agreement or under applicable law or the
Company’s Articles of Incorporation or Bylaws now or hereafter in effect
relating to indemnification for Indemnifiable Events and/or (ii) recovery under
any directors’ and officers’ liability insurance policies maintained by the
Company, regardless of whether Indemnitee ultimately is determined to be
entitled to such indemnification, advance expense payment or insurance recovery,
as the case may be.

       

      6.           Partial
Indemnity.  If Indemnitee is entitled under any provision of
this Agreement to indemnification by the Company for some or a portion of the
Expenses, judgments, fines, penalties and amounts paid in settlement of a
Proceeding but not, however, for all of the total amount thereof, the Company
shall nevertheless indemnify Indemnitee for the portion thereof to which
Indemnitee is entitled.  Moreover, notwithstanding any other provision
of this Agreement and provided that the conditions of Section 2(b) are met
in the case of a Proceeding brought by a federal regulatory banking agency, to
the extent that Indemnitee has been successful on the merits or otherwise in
defense of any or all Proceedings relating in whole or in part to an
Indemnifiable Event or in defense of any issue or matter therein, including
dismissal without prejudice, Indemnitee shall be indemnified against all
Expenses incurred in connection therewith.

       

      7.           Defense to Indemnification, Burden of
Proof and Presumptions.  It shall be a defense to any action
brought by Indemnitee against the Company to enforce this Agreement (other than
an action brought to enforce a claim for expenses incurred in defending a
Proceeding in advance of its final disposition where the required undertaking
has been tendered to the Company) that Indemnitee has not met the standards of
conduct that make it permissible under the Colorado Business Corporation Act for
the Company to indemnify Indemnitee for the amount claimed.  In
connection with any determination by the Reviewing Party or otherwise as to
whether Indemnitee is entitled to be indemnified hereunder, the burden of
proving such a defense shall be on the Company.  Neither the failure
of the Company (including its Board of Directors, independent legal counsel, or
its stockholders) to have made a determination prior to the commencement of such
action by Indemnitee that indemnification of the claimant is proper under the
circumstances because he or she has met the applicable standard of conduct set
forth in the Colorado Business Corporation Act, nor an actual determination by
the Company (including its Board of Directors, independent legal counsel, or its
stockholders) that Indemnitee had not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that Indemnitee has not
met the applicable standard of conduct.  For purposes of this
Agreement, the termination of any claim, action, suit or proceeding, by
judgment, order, settlement (whether with or without court approval) or
conviction, or upon a plea of nolo contendere, or its
equivalent, shall not create a presumption that Indemnitee did not meet any
particular standard of conduct or have any particular belief or that a court has
determined that indemnification is not permitted by applicable law.

       


      
        
           


        

        
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      8.           Non-exclusivity.  The
rights of Indemnitee hereunder shall be in addition to any other rights
Indemnitee may have under the Company’s Articles of Incorporation or Bylaws or
the Colorado Business Corporation Act or otherwise.  To the extent
that a change in the Colorado Business Corporation Act (whether by statute or
judicial decision) permits greater indemnification by agreement than would be
afforded currently under the Company’s Articles of Incorporation and Bylaws and
this Agreement, it is the intent of the parties hereto that Indemnitee shall
enjoy by this Agreement the greater benefits so afforded by such
change.

       

      9.           Liability
Insurance.  To the extent the Company maintains an insurance
policy or policies providing directors’ and officers’ liability insurance,
Indemnitee shall be covered by such policy or policies, in accordance with its
or their terms, to the maximum extent of the coverage available for any Company
director or officer.

       

      10.           Period of
Limitations.  No legal action shall be brought and no cause of
action shall be asserted by or on behalf of the Company or any affiliate of the
Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or
legal representatives after the expiration of two (2) years from the date of
accrual of such cause of action, or such longer period as may be required by
state law under the circumstances, and any claim or cause of action of the
Company or its affiliate shall be extinguished and deemed released unless
asserted by the timely filing of a legal action within such period; provided, however, that if
any shorter period of limitations is otherwise applicable to any such cause of
action, such shorter period shall govern.

       

      11.           Amendment of this
Agreement.  No supplement modification or amendment of this
Agreement shall be binding unless executed in writing by both of the parties
hereto.  No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions hereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.

       

      12.           Subrogation.  In the
event of payment under this Agreement, the Company shall be subrogated to the
extent of such payment to all of the rights of recovery of Indemnitee, who shall
execute all papers required and shall do everything that may be necessary to
secure such rights, including the execution of such documents necessary to
enable the Company effectively to bring suit to enforce such
rights.

       

      13.           No Duplication of
Payment.  The Company shall not be liable under this Agreement
to make any payment in connection with any claim made against Indemnitee to the
extent Indemnitee has otherwise actually received payment (under any insurance
policy, Bylaw or otherwise) of the amounts otherwise indemnifiable
hereunder.

       

      14.           Settlement of
Claims.  The Company shall not be liable to indemnify
Indemnitee under this Agreement for any amounts paid in settlement of any action
or claim effected without the Company’s written consent.  The Company
shall not settle any action or claim in any manner which would impose any
penalty or limitation on Indemnitee without Indemnitee’s written
consent.  Neither the Company nor Indemnitee will unreasonably
withhold their consent to any proposed settlement.  The Company shall
not be liable to indemnify Indemnitee under this Agreement with regard to any
judicial award if the Company was not given a reasonable and timely opportunity,
at its expense, to participate in the defense of such action.

       


      
        
           


        

        
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      15.           Binding
Effect.  This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective
successors, assigns, including any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all of the business
and/or assets of the Company, spouses, heirs, and personal and legal
representatives.  The Company shall require and cause any successor
(whether direct or indirect by purchase, merger, consolidation or otherwise) to
all, substantially all, or a substantial part, of the business and/or assets of
the Company, by written agreement in form and substance satisfactory to
Indemnitee, expressly to assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform if
no such succession had taken place.  This Agreement shall continue in
effect regardless of whether Indemnitee continues to serve as a director or
officer of the Company or of any other enterprise at the Company’s
request.

       

      16.           Severability.  The
provisions of this Agreement shall be severable in the event that any of the
provisions hereof (including any provision within a single section, paragraph or
sentence) is held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, and the remaining provisions shall remain enforceable
to the fullest extent permitted by law.  Furthermore, to the fullest
extent possible, the provisions of this agreement (including, without
limitation, each portion of this Agreement containing any provision held to be
invalid, void or otherwise unenforceable, that is not itself invalid, void or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal or unenforceable.

       

      17.           Governing Law;
Venue.  This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Colorado applicable to
contracts made and to be performed in such State without giving effect to the
principles of conflicts of laws.  All disputes and controversies
arising out of or in connection with this Agreement shall be resolved
exclusively by the state and federal courts located in the State of Colorado,
and each party hereto agrees to submit to the jurisdiction of said courts and
agrees that venue shall lie exclusively with such courts.

       

      18.           Titles and
Subtitles.  The titles and subtitles used in this Agreement are
used for convenience only and are not to be considered in construing or
interpreting this Agreement.

       

      19.           Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

       

      [The
Next Page Is The Signature Page.]

       


      
        
           


        

        
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      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed.

      


      
        	 
      	
                UNITED
      WESTERN BANCORP, INC.

              
	 
      	
                Company

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:____________________________________

              
	 
      	
                Title:

              
	 
      	
                Date:

              
	 
      	 
      
	 
      	 
      
	 
      	
                SCOT
      T. WETZEL

              
	 
      	
                Executive

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:____________________________________

              
	 
      	
                Date:

              


      

      


      


    

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