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EXHIBIT 10.4




AMENDED AND RESTATED

TENDERING STOCKHOLDERS AGREEMENT



     This Amended and Restated Tendering Stockholder Agreement (the “Agreement”) dated as of
December 2, 2005, is entered into by and between Matrix Bancorp, Inc., a Colorado corporation (the
"Company”), and Richard V. Schmitz (“Stockholder,” and together with the Company, the “Parties”).



Recitals



     WHEREAS, it is the Company’s intention to conduct a tender offer for the purchase of its
common stock, par value $.0001 per share, to commence as soon as practical, but not more than 30
days following completion of the private placement sale of shares of the Company’s common stock
which has commenced as of the date first set forth above;



     WHEREAS, on November 4, 2005, the Parties entered into an agreement (the “Original Agreement”)
to provide for the orderly disposition of the Stockholder’s holdings of the Company’s common stock;



     WHEREAS, the Parties now desire to amend and restate the Original Agreement;



     NOW, THEREFORE, intending to be legally bound, and for, and in consideration of, the terms,
conditions and mutual obligations set forth herein, and understanding the meaning and legal effect
of entering into this Agreement, the Parties hereto stipulate, agree, warrant and represent as
follows:


Section 1. Company Tender Offer and No Stock Disposition.





	 	(a)	 	The Company agrees that it shall conduct a tender offer (the “Tender Offer”) for the
purchase of its common stock at a per share price of not less than $19.00 to be commenced
as soon as practical, but not more than 30 days following completion of the private
placement sale of shares of the Company’s common stock (“Private Placement”).
	 
	 	(b)	 	The Stockholder agrees that he/she/it will, and will ensure that his/her/its affiliates
or associates shall, tender 1,101,375 shares of the Company’s common stock that the
Stockholder owns, directly or indirectly, beneficially or otherwise (the “Stockholder’s
Common Stock”), into the Tender Offer.
	 
	 	(c)	 	The Stockholder agrees that he/she/it will not dispose of such Stockholder’s Common
Stock between the date first written above and the date upon which Stockholder tenders
his/her/its Stockholder’s Common Stock in the Tender Offer.
	 
	 	(d)	 	The Stockholder agrees that he/she/it has not and will not purchase any shares of the
Company’s common stock between November 4, 2005 and the date upon which the Stockholder
tenders his/her/its shares of common stock into the Tender Offer.




Section 2. Representations and Warranties.





	 	(a)	 	Representations of the Company. The Company represents, warrants and covenants
to the Stockholder that: (i) the Company has full legal right, power and authority to enter
into and perform this Agreement; (ii) the execution and delivery of this Agreement by the
Company and the consummation by it of the transaction contemplated by this Agreement have
been




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	 	 	 	duly authorized by the Company; and (iii) this Agreement constitutes a valid, binding
and enforceable agreement of the Company.
	 
	 	(b)	 	Representations of Stockholder. The Stockholder represents, warrants and
covenants to the Company that: (i) Stockholder has the full legal right, power and
authority to enter into and perform this Agreement; (ii) the execution and delivery of this
Agreement and the consummation of the transaction contemplated by this Agreement have been
duly authorized by the Stockholder; (iii) this Agreement constitutes a valid, binding and
enforceable Agreement of the Stockholder; (iv) the Stockholder owns, directly or
indirectly, beneficially or otherwise, 1,151,375 shares of the Company’s common stock; and
(v) Stockholder will not request, directly or indirectly, a waiver or modification of any
provision of this Agreement.




Section 3. Nullification. The Company agrees that if the Tender Offer has not commenced
by the date which is 30 days following completion of the Private Placement, or is conducted at a
per share price of less than $19.00, all of the covenants and obligations of the Stockholder
hereunder shall be extinguished and become null and void.



Section 4. Miscellaneous.





	 	(a)	 	Specific Performance. The Company and the Stockholder acknowledges and agrees
that irreparable damage would occur in the event that any provision, term, condition,
representation, warranty, covenant or restriction in this Agreement were not performed or
complied with in accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the Parties shall be entitled to an injunction or injunctions to
prevent or cure any and all breaches of the provisions of this Agreement and to enforce
specifically the terms and provisions hereof, this being in addition to any other remedy to
which such Party may be entitled by law or equity.
	 
	 	(b)	 	Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect.
	 
	 	(c)	 	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. This Agreement may be executed by facsimile signatures.
	 
	 	(d)	 	Governing Law. This Agreement shall be governed by and construed in accordance
with the internal laws of the State of Colorado without regard to conflicts of laws
principals that would require the application of any other law. Any action or proceeding
seeking to enforce any provision of, or based on any claims for equitable relief arising
out of this Agreement may be brought against any of the Parties only in the federal or
state courts of Colorado and each of the Parties consents to the jurisdiction of such
courts (and of the appropriate appellate courts) in any such action or proceeding and
waives any objection to venue laid therein. Process in any action or proceeding referred
to in the preceding sentence may be served on any party anywhere in the world.
	 
	 	(e)	 	Entire Agreement. This Agreement contains the entire understanding of the
Parties with respect to the matters covered hereby and this Agreement may be amended only
by an agreement in writing executed by the Parties hereto.




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	 	(f)	 	Notices. Any notice or other communication required or permitted to be given
hereunder shall be in writing and be effective (a) when personally delivered on a business
day during normal business hours at the address designated below; or (b) on the business
day following the date of mailing by overnight courier, fully prepaid, addressed to such
address.






	 	i.	 	Notice to the Company:





Matrix Bancorp, Inc.

700 17th Street

Suite 2100

Denver, Colorado 80202

Attention:





	 	ii.	 	Notice to Stockholder:





Richard V. Schmitz

2 University

Greenwood Village, CO 80121




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     IN WITNESS, WHEREOF, the Parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 
	MATRIX BANCORP, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ T. Allen McConnell
	 	 
	 

	 	 	 	 
	Name:

	 	T. Allen McConnell	 	 
	Title:

	 	Senior Vice President	 	 
	 
	 	 	 	 
	RICHARD V. SCHMITZ	 	 
	 
	 	 	 	 
	By:

	 	/s/ Richard Schmitz	 	 
	 

	 	 	 	 






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