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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF COLORADO In re: ) ) UNITED WESTERN BANCORP, INC. ) ) Debtor. ) ______________________________________ ) ) In re: ) ) MATRIX BANCORP TRADING, INC. ) ) Debtor. ) ______________________________________ ) ) In re: ) ) MATRIX FUNDING CORP. ) ) Debtor. ) ) )

Case No. 12-13815 ABC Chapter 11

Case No. 12-13822 ABC Chapter 11

Case No. 12-13824 ABC Chapter 11 Jointly Administered Under Case No. 12-13815 ABC

UNITED WESTERN BANCORPS FIRST AMENDED PLAN OF LIQUIDATION DATED FEBRUARY 20, 2013 UNITED WESTERN BANCORP, INC. (UWBK), Debtor-in-Possession herein (Debtor), by and through its counsel Sender Wasserman Wadsworth, P.C., hereby proposes and files the following First Amended Plan of Liquidation (the Plan) pursuant to Section 1121(a) of the Bankruptcy Code. This Plan should be considered in conjunction with the Disclosure Statement (the Disclosure Statement), which the Debtor intends to file on or within thirty (30) days of the date hereof. ARTICLE I DEFINITIONS 1.1 Scope of Definitions and Rules of Interpretation

For purposes of the Plan, all capitalized terms not otherwise defined shall have the meanings ascribed to them in Article II of the Plan. Any term used in the Plan that is not defined herein, but is otherwise defined in the Bankruptcy Code or the Bankruptcy Rules, shall have the meaning ascribed to that term in the Bankruptcy Code or the Bankruptcy Rules. For purposes of the Plan: (a) whenever from the context it is appropriate, each term, whether stated in singular or plural, shall
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include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (b) any reference in the Plan to a contract, instrument, release, indenture, or other agreement or document being in a particular form or on particular conditions means that such document shall be substantially in such form or substantially on such terms and conditions; (c) any reference in the Plan to an existing document or exhibit filed, or to be filed, shall mean such document or exhibit as it may have been or may be amended, modified or supplemented; (d) captions and headings to articles and sections are inserted for convenience or reference only and are not intended to be a part of or to affect the interpretation of the Plan; and (e) the rules of construction set forth in Section 102 of the Bankruptcy Code shall apply. In computing any period of time prescribed or allowed by the Plan, the provisions of Bankruptcy Rule 9006(c) shall apply. The rights and obligations arising under the Plan shall be interpreted, governed by, and construed and enforced in accordance with the laws of the State of Colorado, the Bankruptcy Code, and the Bankruptcy Rules. 1.2 Definitions.

Administrative Claim shall mean a Claim for a cost or expense of administration of the Chapter 11 Case as contemplated in Section 503(b) of the Bankruptcy Code and entitled to priority pursuant to Section 507(a)(1) of the Bankruptcy Code. Allowed when used with respect to a Claim other than an Administrative Claim, shall mean a Claim (i) to the extent it is not a Disputed Claim; or (ii) a Disputed Claim, proof of which was filed with the Bankruptcy Court on or before any applicable Bar Date, and (x) as to which no objection has been filed by the Objection Date, unless such Claim is to be determined in a forum other than the Bankruptcy Court, in which case such Claim shall not become Allowed until determined by Final Order of such other forum and allowed by Final Order of the Bankruptcy Court; or (y) as to which an objection was filed by the Objection Date, to the extent allowed by a Final Order. Allowed when used with respect to a Claim that is an Administrative Claim, shall mean an Administrative Claim that has been allowed pursuant to Article V of the Plan. Bankruptcy Code shall mean Title 11 of the United States Code. Bankruptcy Court shall mean the Bankruptcy Court unit of the United States District Court for the District of Colorado. Bar Date shall mean August 30, 2012, the last date set by the Bankruptcy Court for filing Claims that are not Administrative Claims. Chapter 11 Case shall mean the case commenced under Chapter 11 of the Bankruptcy Code for Debtor. Claim shall mean a claim against a Debtor as defined in Section 101(5) of the Bankruptcy Code. Confirmation shall mean the entry by the Bankruptcy Court of an order confirming the Plan in accordance with Chapter 11 of the Code.

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Confirmation Order shall mean the order of the Bankruptcy Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code. Confirmation Date shall mean the date upon which the Confirmation Order is entered by the Bankruptcy Court on its docket, with respect to the Chapter 11 Cases. Debtor shall mean United Western Bancorp., Inc.. Disclosure Statement shall mean the disclosure statement for the Plan, as amended, supplemented, or modified from time to time, including all exhibits and schedules thereto and references therein that relate to the Plan that is prepared and distributed in accordance with the Bankruptcy Code, the Bankruptcy Rules, and any other applicable law. Disputed Claim shall mean any claim which has been scheduled by the Debtor as disputed, contingent, or unliquidated, or any claim as to which an objection has been filed and allowance or disallowance of such claim has not been determined by Final Order. Distribution Date shall mean the date not later than thirty (30) days after the Objection Date when interim distributions under the Plan shall commence. Effective Date shall mean the first business day after the passage of ten (10) days from the date the Confirmation Order becomes a Final Order. Equity Interest shall mean the common stock and preferred stock, if any, of the Debtor. FDIC shall mean the Federal Deposit Insurance Corporation. Fee Claim shall mean a Claim under Section 330 or 503 of the Bankruptcy Code for allowance of compensation and reimbursement of expenses in the Chapter 11 Case. Final Order shall mean an order or judgment of the Bankruptcy Court or other court of competent jurisdiction which has not been reversed, stayed, modified, or amended and as to which (i) the time to appeal or seek review, rehearing, or certiorari has expired (without regard to whether the time to seek relief of a judgment under Rule 60(b) of the Federal Rules of Civil Procedure has expired); and (ii) no appeal or petition for review, rehearing, or certiorari is pending, or if pending as to which no bond or other stay has been issued, or as to which any right to appeal or seek review, rehearing, or certiorari has been waived. Holder shall mean a Person holding a Claim or Interest. Impaired. A class of claims or interests is impaired in accordance with section 1124 if the Plan alters the legal, equitable and/or contractual rights of the holders of such Claims or interests. IRS shall mean the Internal Revenue Service. Late Filed Claims shall mean any claim filed in the Chapter 11 Case after the Bar Date.

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Liquidation Trust shall mean the trust established pursuant to Section 6.1 of this Plan for the purpose of collecting and liquidating all of the Debtors assets and property and the making of distributions on behalf of account of Allowed Claims as provided in this Plan and the Liquidation Trust Agreement. Liquidation Trustee shall mean Theodore J. Abariotes, acting as trustee pursuant to the Liquidation Trust Agreement, or any successor appointed as provided in the Liquidation Trust Agreement. Liquidation Trust Agreement shall mean the Liquidation Trust Agreement to be entered into pursuant to Section 6.1 of the Plan between the Reorganized Debtor and the Allowed Claim Holders, attached hereto as Exhibit A and incorporated into this Plan. The Litigation shall mean the case captioned United Western Bank v. Office of the Comptroller of the Currency, et al., Case No.: 1:11-cv-00408-ABJ, which was filed on February 18, 2011, in the U.S. District Court for the District of Columbia and which is pending before Judge Amy Berman Jackson on behalf of United Western Bank. The Litigation shall include any appeal arising from the Litigation. Net Litigation Proceeds shall mean the damages recovered by Debtor from the Litigation, if any, minus the contingent fees owed to BuckleySandler, LLP, pursuant to the Order Approving Amended Motion to Employ BuckleySandler, LLP, as Special Counsel Nunc Pro Tunc for Chapter 11 Debtor in Possession, dated June 25, 2012 (docket #131), and minus the 2% payment that is to be paid to Messrs. Abariotes, Stallings, and Yancy in lieu of compensation. The BuckleySandler contingent fees were previously approved by the Bankruptcy Court on June 25, 2012 (docket #131), subject to review under section 328(a) of the Bankruptcy Code. . Further, the 2% payment that is to be paid to Messrs. Abariotes, Stallings, and Yancy in lieu of compensation is payable under section 506(c) of the Bankruptcy Code, as it is reasonable, necessary, and will provide a benefit to the secured creditor, JPMorgan Chase Bank, N.A. Objection Date shall mean, with respect to a Claim other than a Claim that is an Administrative Claim, the first business day following the passage of sixty (60) days from the Effective Date. OCC shall mean the Office of the Comptroller of the Currency. Person shall mean an individual, corporation, partnership, joint venture, trust, estate, unincorporated association, unincorporated organization, cooperative, limited liability company, governmental entity or political subdivision thereof, or any other legally recognized entity. Petition Date shall mean March 2, 2012, the date the Debtor filed for relief under the Bankruptcy Code. Plan shall mean this Plan of Liquidation for the Debtor, as amended from time to time. Plan Proponent shall mean the Debtor.

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Post-petition shall mean any time on or subsequent to March 2, 2012, and prior to the Confirmation Date. Pre-petition shall mean any time prior to March 2, 2012. Priority Claim shall mean a Claim entitled to priority in payment pursuant to Section 507(a) of the Bankruptcy Code. Pro Rata shall mean with respect to any Person entitled to distribution, the percentage which such Persons Allowed Claim bears to the sum of all Allowed Claims in the same class. Reorganized Debtor shall mean the reorganized Debtor following that date on which the Confirmation Order confirming the Plan becomes a Final Order. Secured shall mean secured by a valid and enforceable lien against the property of the Debtor, but only to the extent of the value of the collateral securing such Claim. Senior Indebtedness Claim shall mean any Claim that falls within the definition of Senior Indebtedness as defined in the Subordinated Notes. Subordinated Notes means, collectively, the subordinated debt of (i) the Matrix Bancorp Capital Trust VI for the personal amount of junior subordinated debentures of the Debtor, which obligations the Debtor has guaranteed under the preferred securities; (ii) Wells Fargo Bank, N.A., as guarantee trustee under a Guarantee Agreement dated June 30, 2005, relating to Matrix Bancorp Capital Trust VIII (see Proof of Claim #2); Wells Fargo Bank, N.A., as indenture trustee for Matrix Bancorp (see Proof of Claim #3); Wilmington Trust Company as debenture trustee for Matrix Bancorp Capital Trust II (see Proof of Claim #29). Subordinated Notes Redistribution Interests means the beneficial interest in the Liquidation Trust that, but for the Subordinated Notes Subordination Rights, the Liquidation Trustee would distribute Pro Rata to or for the benefit of the Holders of Class 7 Claims as if Classes 5, 6, and 7 were a single Class, but will instead redistribute to or for the benefit of the Holder of Class 5 Claims. Subordinated Notes Subordination Rights means the subordination rights of JPMC pursuant to the Subordinated Notes. Tax Refund Dispute shall mean the dispute between the FDIC and Debtor as to whether the Tax Refunds are part of the Debtors Bankruptcy Estate. Tax Refund(s) shall mean the tax refund(s) that Debtor anticipates the IRS and other taxing authorities will issue to them and other members of a consolidated tax group with whom they filed their tax returns on a consolidated basis upon resolution of the Tax Refund Dispute. Debtor asserts that the Tax Refunds are part of their Bankruptcy Estates, an assertion which the FDIC disputes. The IRS currently has until September 13, 2013 to complete its audit with respect to the December 31, 2008 period and thereby determine whether Debtor is entitled to receive a Tax Refund.
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Unsecured shall mean not secured by a valid and enforceable lien against the property of the Debtor, other than Administrative Claims, Priority Claims, and Equity Interests. ARTICLE II CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS 2.1 Allowed Administrative Claims.

As provided by Section 1123(a)(1) of the Bankruptcy Code, Administrative Claims shall not be classified for purposes of voting or receiving distributions pursuant to the Plan. Rather, all such Claims shall be treated separately as unclassified Claims on the terms set forth in Article V of this Plan. 2.2 Allowed Non-Classified Priority Claims

The following are non-classified Priority Claims: (a) Allowed Superpriority Claim of FDIC, as Receiver for United Western Bank, pursuant to 12 U.S.C. 1821(d)(7). The FDIC claims a superpriority interest in the claims it may pursue in its capacity as Receiver of United Western Bank for the avoidance and/or recovery of fraudulent transfers under 12 U.S.C. 1821(d)(17). The Debtor does not believe the OCC will prevail in the Litigation and thus the FDIC will not prevail with respect to the Tax Refund Dispute. If the FDIC does prevail, it will have a superpriority Claim in any funds it recovers, which Claim will be paid according to the priority afforded it by the United States Code. (b) Allowed Unsecured Section 507(a)(8) Priority Claims. The following parties assert unsecured priority claims pursuant to section 507(a)(8) of the Bankruptcy Code: the Colorado Department of Revenue in the amount of $113,255.00; the Colorado Department of Labor and Employment in the amount of $10,255.56; and the Oregon Department of Revenue in the amount of $64.99; and the Internal Revenue Service in the amount of $471,000.00, as listed in the Debtors bankruptcy schedules. Under the Plan, the Unsecured Claims of the Colorado Department of Labor and Employment and of the Oregon Department of Revenue shall be Allowed.

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The Debtor disputes the amount of the Claim of the Colorado Department of Revenue. The Debtor also disputes the amount of the Amended Proof of Claim filed by the IRS on August 20, 2012 (Proof of Claim #4), as the Claim is subject to offset for amounts owed to the Debtor by the IRS. Debtor does not dispute that the Claims of the Colorado Department of Revenue or IRS, if Allowed, would be entitled to priority treatment in the Plan under section 507(a)(8) of the Bankruptcy Code. Under the Plan, the distribution of funds from the Liquidation Trust to Holders of Allowed Claims asserted pursuant to section 507(a)(8) of the Bankruptcy Code shall be made on a Pro Rata basis within thirty (30) days after distribution is made from the Liquidating Trust on the Allowed Claims of Classes 1 and 2 or at such time that the Liquidation Trustee, in his reasonable discretion, determines that funds are available for distribution. 2.3 Allowed Claims and Equity Interests Classified.

Claims and Equity Interests are hereby classified pursuant to Section 1122(a) of the Bankruptcy Code as follows: Class 1 Class 2 Class 3 Class 4 Allowed Secured Claim of the City and County of Denver; Allowed Secured Claim of Adams County Treasurer; Allowed Unsecured Section 507(a)(9) Claim of FDIC; Allowed Claim of JPMorgan Chase Bank, N.A. (JPMC) Made With Respect to its Security Interest in United Western Bank Stock. Senior Indebtedness Claim. Allowed Unsecured Nonpriority Claims; Subordinated Note Claims Equity Interests; and Late Filed Claims. ARTICLE III IDENTIFICATION OF IMPAIRED CLASSES 3.1 Unimpaired Classes of Claims.

Class 5 Class 6 Class 7 Class 8 Class 9

All Classes are Impaired under this Plan.

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ARTICLE IV TREATMENT OF CLAIMS AND EQUITY INTERESTS (a) Class 1 Allowed Secured Claim of the City and County of Denver. Class 1 consists of the Secured Claim of the City and County of Denver for business personal property taxes for the year 2011. This Claim is a Disputed Claim. The City and County of Denver asserts that its Class 1 Claim is fully secured by the personal property of the Debtor. The City and County of Denver filed a proof of claim in the total amount of $10,910.86 in connection with the business personal property taxes owed. Within thirty (30) days after the Effective Date or at such time that the Liquidation Trustee, in his reasonable discretion, determines that funds are available for distribution, and after a determination by the Bankruptcy Court as to whether the Claim is Allowed, as to the amount of such Claim, and as to whether it is Secured or Unsecured, Distribution shall be made to Class 1. Class 1 is Impaired by the Plan. (b) Class 2 Allowed Secured Claim of Adams County Treasurer. Class 2 consists of the Secured Claim of the Adams County Treasurer for business personal property taxes for the year 2012. The Adams County Treasurers Claim is fully secured by the personal property of the Debtor. The Adams County Treasurer filed a proof of claim in the total amount of $409.27 in connection with the business personal property taxes owed. The Class 2 claim shall be allowed in its entirety. Within thirty (30) days after the Effective Date or at such time that the Liquidation Trustee, in his reasonable discretion, determines that funds are available for distribution and after a determination by the Bankruptcy Court as to whether the Class 1 Claim is Allowed, as to the amount of the Class 1 Claim, and as to whether the Class 1 Claim is Secured or Unsecured, Distribution shall be made on the Allowed Claim of Class 2. Class 2 is Impaired by the Plan. (c) Class 3 -- Allowed Unsecured Section 507(a)(9) Priority Claim of FDIC, as Receiver. Class 3 consists of the Claims that the FDIC, as Receiver for United Western Bank, asserts are entitled to priority under section 507(a)(9) of the Bankruptcy Code. The Debtor disputes that any Claim of the FDIC (or any Claim asserted by the FDIC on behalf of First Citizens Bank) is entitled to priority pursuant to section 507(a)(9). Under the Plan, the distribution of funds from the Liquidation Trust to the Holders of Class 3 Claims shall be made within thirty (30) days (i) after distribution is made from the Liquidating Trust on the Holders of Claims arising under section 507(a)(8) and (ii) a determination is made by the Bankruptcy court as to whether the Class 3 Claims are Allowed. Distributions shall be made when the Liquidation Trustee, in his reasonable discretion, determines that funds are available for distribution to Class 3. Class 3 is Impaired by the Plan.

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(d) Class 4 Allowed Claim of JPMorgan Chase Bank, N.A. (JPMC) Made With Respect to its Security Interest in United Western Bank Stock. This class consists of the Claim of JPMC for $13,640,099.60 for the loan JPMC made to the Debtor that is secured by United Western Bank stock, including $12,300,000.00 in principal and $1,329,868.31 in interest, plus an undetermined amount of attorneys fees. Prior to the Petition Date, JPMC was the holder and owner of a Credit Agreement, as amended, and a Line of Credit Agreement, as amended (JPMC Loans), through which JPMC holds a security interest in United Western Bank stock. Debtor is currently managing the Litigation on behalf of its subsidiary, United Western Bank, regarding the seizure of United Western Bank by the Office of Thrift Supervision (OTS)1 and the receivership of the Bank by the FDIC. By virtue of its lien on the equity of United Western Bank, the Holder of the Class 4 Claim is entitled to receive the first distribution from any funds recovered in the Litigation. The distribution of funds to the Holder of the Class 4 Claim shall be made from the Liquidating Trust within thirty (30) days after any recovery is received from the Litigation. To the extent that the Litigation does not generate sufficient funds to pay Class 4 in full, any portion of the Class 4 Claim that remains will be treated as an Allowed Class 5 Claim. The Class 5 Claim will receive the benefit of the contractual subordination agreements between the Debtor and the Holders of Class 7 Claims. Class 4 is Impaired by the Plan. (e) Class 5 Senior Indebtedness Claim. Class 5 consists of the senior indebtedness claim of JPMC, to the extent its claim is not paid in full in Class 4. Since there is no way to value JPMCs security interest in the Bank at this time, payment on the security interest will be deferred until such time that the Litigation has been finally determined. Thus, under the Plan, the Holder of the Class 5 Claim shall receive an interim distribution from the Liquidation Trust based on the full value of its Claim within 60 days of the Effective Date (the "Initial Distribution Date"). On the Initial Distribution Date and on each subsequent distribution date, the Liquidation Trustee shall receive on behalf of the holder of the Allowed Class 5 Claim against Debtor, in full satisfaction, settlement, release, and discharge of, and in exchange for, the Class 5 Claim against the Debtors, (i) the Pro Rata interest in the Liquidation Trust, as to which the holder of the Allowed Class 5 Claim would be entitled if Classes 5, 6, and 7 were a single Class, which the Liquidation Trustee will distribute to the Holder of the Class 5 Claim on a Pro Rata basis within such Class, and (ii) the Subordinated Notes Redistribution Interests, which the Liquidation Trustee will distribute Pro Rata to or for the benefit of the holder of the Allowed Class 5 Claim. After the value of the Litigation is finally determined, amounts already finally and indefeasibly paid to JPMC on account of its Class 5 Claim will be credited against the amount owed to JPMC on account of its Class 4 Claim.

Section 312 of the Dodd-Frank Wall Street Reform and Consumer Protection Act mandated the abolishment of the OTS and the transfer of most of its functions and operations to the OCC as of July 21, 2011.
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Class 5 is Impaired by the Plan. (f) Class 6 -- Unsecured Nonpriority Claims, not including JPMC and not including the Subordinated Note Claims. Class 6 consists of the Unsecured Nonpriority Claims of the following Holders of Claims: Colorado Department of Revenue $11,596 claimed as a penalty not assessed but assessable (see Proof of Claim #1); BuckleySandler, LLP $410,038.62 for pre-petition legal services in connection with the Litigation; R& J Limited Partnership $60,319 for interest allegedly owed on a promissory note held by a direct limited liability company subsidiary owned entirely by the Debtor, the membership interests in which were sold to R&J Limited Partnership in March 2011; Marathon Document Solutions $4,000 held as a security deposit pursuant to a sublease for office space located at 700 17th Street, Denver, Colorado 80202; Microsoft Corporation and Microsoft Licensing, GP $73,309.30 for damages for rejection of software license contract (see Proof of Claim #13); Sandler ONeill & Partners, L.P. indemnification, amount unknown and contingent upon that claimants paying out-of pocket expenses (see Proof of Claim #11); FBR Capital Markets & Co. indemnification, amount unknown and contingent upon that claimants paying out-of pocket expenses (see Proof of Claim #30); Michael J. McCloskey; James H. Bullock; Bernard C. Darre; Guy A. Gibson; Jeffrey Leeds; Lester Ravitz; Dennis Santistevean; Robert T. Slezak; Scot T. Wetzel; and William T. Snider indemnification of former officers/directors, amount unknown and contingent upon that claimants paying out-of-pocket expenses (see Proofs of Claim #1519, 21, 23, 25- 27); fees; IRS $41,180.39 penalties to Petition Date on unsecured priority claims and unsecured general claims (see Proof of Claim #4); and FDIC for its unsecured claim, if any, under the Tax Allocation Agreement (TAA), which claim might also be subordinated and, therefore, in Class 7.

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On the Initial Distribution Date, the Liquidation Trustee shall receive on behalf of each and every holder of an Allowed Class 6 Claim against Debtor, in full satisfaction, settlement, release, and discharge of, and in exchange for, each and every Class 6 Claim against the Debtor, the Pro Rata interest in the Liquidation Trust, as to which all holders of Allowed Class 6 Claims would be entitled if Classes 5, 6, and 7 were a single Class, which the Liquidation Trustee will distribute to the Holders of Class 6 Claims on a Pro Rata basis within such Class. The Class 6 Claims of R&J Limited Partnership and the IRS are Disputed Claims. Debtor expressly reserves the right to file objections to other Claims not expressly designated as Disputed Claims herein. Further, any Holder of a Class 6 Claim, and JPMC, will have the right to dispute whether its particular claim is subject to subordination. Further, any Holder of a Claim will have the right to dispute whether its particular Claim is subject to subordination or entitled to the benefit of any subordination provision. Class 6 is Impaired by the Plan. (g) Class 7Subordinated Note Claims. Class 7 consists of: Matrix Bancorp Capital Trust VI $10,310,000.00 for the personal amount of junior subordinated debentures of the Debtor. The Debtor has guaranteed all of the obligations of Matrix Bancorp Capital Trust VI under the preferred securities; Wells Fargo Bank, N.A., $8,239,453.32, as guarantee trustee under a Guarantee Agreement dated June 30, 2005, relating to Matrix Bancorp Capital Trust VIII (see Proof of Claim #2); Wells Fargo Bank, N.A. $10,418,789.28, as indenture trustee for Matrix Bancorp (see Proof of Claim #3); Wilmington Trust Company $15,491,819.73 as debenture trustee for Matrix Bancorp Capital Trust II (see Proof of Claim #29);

The Claims of the Holders of Class 7 Claims shall be Allowed. As reflected in the treatment of Class 5, and in accordance with the Subordinated Notes Subordination Rights, Holders of Class 7 Claims shall not receive or retain a distribution from the Liquidation Trust unless and until the Holder of the Senior Indebtedness Claim is paid in full. Instead, interests in the Liquidation Trust otherwise distributable to or for the benefit of Holders of Allowed Class 6 Claims shall be redistributed by the Liquidation Trustee to the Holder of the Allowed Class 5 Claim, pursuant to the applicable subordination provisions and related agreements, until such time that the Holder of the Allowed Class 5 Claim is paid in full. After the Holder of the Allowed Class 5 Claim is paid in full, then Holders of Allowed Class 7 Claims will be subrogated to the Holder of the Allowed Class 5 Claim and will begin to collect a Pro Rata distribution on account of Classes 5 and 7.

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(h)

Class 8 -- Equity Interests. Class 8 consists of the holders of UWBK stock.

If Classes 1 through 7 are paid in full, then Distribution shall be made to Class 8 on a Pro Rata basis within thirty (30) days after distribution is made from the Liquidating Trust on the Allowed Claims of the Holders of Class 7 Claims or at such time that the Liquidation Trustee, in his reasonable discretion, determines that funds are available for distribution. Class 8 is Impaired by the Plan. (g) Class 9 Late Filed Claims. Class 9 is comprised of all Late Filed Claims against Debtor. The Class 9 Claims shall be disallowed and shall receive no distribution under the Plan. ARTICLE V TREATMENT OF ADMINISTRATIVE CLAIMS All Administrative Claims shall be treated as follows: 5.1 Time for Filing. The holder of an Administrative Claim other than a Fee Claim must file with the Bankruptcy Court, and serve on the Liquidation Trustee, a request for payment of such Administrative Claim within twenty (20) days after the Effective Date. Such notice must include at a minimum (i) the name of the holder of the Claim; (ii) the amount of the Claim; and (iii) the basis of the Claim. Failure to file timely and properly the notice required by this Section shall result in the Claim being forever barred and discharged. Should the Liquidation Trustee object to any Administrative Claim that is not a Fee Claim within thirty (30) days after such Claim is timely filed and served, such Claim shall be treated as a Disputed Claim until resolved by Final Order of the Bankruptcy Court. 5.2 Fee Claims.

Each professional person who holds, or asserts, an Administrative Claim that is a Fee Claim for services rendered and expenses incurred prior to and including the Effective Date, shall be required to file with the Bankruptcy Court and serve, pursuant to Local Bankruptcy Rule 9013, on all Persons required to receive notice, a Final Fee Application within sixty (60) days after the Effective Date. Failure to timely file the Final Fee Application as required by this Section shall result in the Fee Claim being forever barred and discharged to the extent such Fee Claim exceeds amounts previously authorized for payment by the Bankruptcy Court. Should an objection to any Fee Claim be timely filed and served, such Fee Claim shall be treated as a Disputed Claim until resolved by Final Order of the Bankruptcy Court. 5.3 Payment of Allowed Administrative Claims.

Each holder of an Allowed Administrative Claim shall receive from the Liquidation Trust, on the Distribution Date, the amount of such holders Allowed Claim in one cash payment, or shall receive such other treatment as agreed upon in writing by such holder and the Liquidation Trustee.

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ARTICLE VI MEANS FOR IMPLEMENTATION AND EXECUTION OF THE PLAN 6.1 Establishment of Liquidation Trust.

On the Effective Date, the Debtor and the Liquidation Trustee shall execute the Liquidation Trust Agreement, and the Debtor shall fund the Liquidation Trust by transferring to the Liquidation Trust all of its tangible and intangible assets, including, but not limited to, cash, theLitigation claims, the Debtors right to receive Tax Refunds, and any funds remaining after the liquidation of the bankruptcy estates of Matrix Funding Corp. (Bankruptcy Case No. 12-13824-ABC) and Matrix Bancorp Trading, Inc. (Bankruptcy Case No. 12-13822- ABC) (the Liquidation Trust Assets). The Liquidation Trust Assets shall be transferred to the Liquidation Trust free and clear of and from all Claims except as specifically provided in this Plan and the Liquidation Trust Agreement. For the avoidance of doubt, JPMC will retain its lien on the equity of United Western Bank until JPMCs claim is paid in full. The Liquidation Trustee shall administer the Liquidation Trust, including in the Liquidation Trustees discretion contesting any Claims, pursuing any avoidance actions and/or other claims or rights of the Debtor pursuant to any provision of the Bankruptcy Code, and enforcing any other claims or causes of action of the Debtor, including any claims against the former officers, directors, employees, agents, lawyers and accountants of the Debtor. The Liquidation Trustee shall seek authority from the Bankruptcy Court to settle or compromise any claim or litigation or sell any asset where the original amount of the claim/litigation or the purchase price of the asset is in excess of $50,000.00. 6.2 Appointment, Compensation, and Duties of Liquidation Trustee.

The Liquidation Trustee shall be appointed and assume his duties on the Effective Date. The Liquidation Trustee shall be compensated as provided in the Liquidation Trust Agreement, as an expense of administration of the Liquidation Trust. Total compensation for the Liquidation Trustee will be capped at $60,000.00. The Liquidation Trustee shall collect and liquidate all assets of the Debtors estate, make distributions on Allowed Claims as provided in this Plan, and see to the closing of the Chapter 11 Case. The Debtors believe that having Mr. Abariotes serve as the Liquidation Trustee will ultimately be less expensive than the costs of having the Liquidation Trust administered by another party or by a Chapter 7 Trustee, if the case were to be converted, because Mr. Abariotes already has familiarity with all of the Debtors assets, including the Litigation and the issues surrounding the Tax Refund Dispute, that a Chapter 7 Trustee or other party would have to learn upon assuming responsibility for liquidation.

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6.3

Liquidation Trust as Representative of Estate.

The Liquidation Trustee shall retain, may enforce, and may prosecute all causes of action transferred to the Liquidation Trust, including the right to pursue recovery of any Tax Refunds and recovery from the Litigation, as representative of the estate of the Debtor, for the benefit of the estate, as successor to the Chapter 11 Trustee, all pursuant to Sections 1123(b)(3)(B) and 1145 (a)(1) of the Bankruptcy Code. The Liquidation Trustee may also defend on appeal any cause of action successfully prosecuted by the Debtor or the Liquidation Trust. Nothing herein contained shall prevent the Liquidation Trust from taking any action as may be necessary to the enforcement of any cause of action which may exist on behalf of the Debtor and which may not have been enforced or prosecuted prior to the Effective Date. 6.4 Retention and Compensation of Key Employees.

Tax

Until such time that Final Orders have been entered in the Litigation and with respect to the Refund Dispute, the Debtor shall retain the following key employees: Theodore Abariotes. Mr. Abariotes has been with UWBK since 2001 and has served as chief restructuring officer since the Petition Date. Mr. Abariotes pre-petition compensation was $212,500 a year. Mr. Abariotes agreed to remain with the Debtor post-petition for the same compensation amount. Mr. Abariotes duties and responsibilities as restructuring officer include managing and administering the estate, including preparing and filing of bankruptcy court and U.S. Trustee reports, reviewing and commenting on court motions, and responding to creditor inquires. Mr. Abariotes annual salary pre-petition was reduced from $250,000 in January 2011. Michael Stallings. Mr. Stallings has been with UWBK since 2005. Mr. Stallings annual pre-petition salary was $16,640; however, Mr. Stallings received compensation from certain non-filing subsidiaries of the UWBK. Mr. Stallings agreed to remain with the Company post-petition and accept an annual salary of $115,000 effective April 1, 2012. Mr. Stallings post-petition duties and responsibilities include, but are not limited to, managing nonbankrupt UWBK subsidiaries, the preparation of bankruptcy and U.S. Trustee reports, and managing and performing all accounting and bookkeeping functions for the Debtors and non-bankrupt UWBK subsidiaries. Mr. Stallings post-petition salary is much lower than his previous compensation arrangement with UWBK. Jamie Yancy. Mr. Yancy has been with UWBK since 2006. He also worked for the UWBK earlier in the decade. Mr. Yancys duties and responsibilities before and after the Petition Date have included, but were not limited to, managing and overseeing the Debtors IT resources (including managing and overseeing the protection and safeguarding of the Debtors and non-bankrupt UWBK subsidiaries non-public records), vendor management, and providing general assistance with booking and accounting functions. Mr. Yancys annual compensation was $150,000 pre-petition, but he agreed to reduce his post-petition salary to $115,000 per year.

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Collectively, these key employees possess the institutional knowledge and expertise to perform the functions required to assist in the Litigation and resolution of the Tax Refund Dispute and to manage the Debtors bankruptcy estate. The employees are intimately familiar with the Company, its history, its subsidiaries, its operations, and its books and records. Their retention is in the best interest of the creditors as their input is critical as the Litigation and Tax Refund Disputes continue. Under the Plan, Mr. Abariotes, Mr. Stallings, and Mr. Yancy will cease to draw salary from the Debtor as of the Effective Date. Rather, in exchange for their continuing service on behalf of the Debtor, Mr. Abariotes, Mr. Stallings, and Mr. Yancy shall equally share in two percent (2%) of any recovery by the Debtor in the form of cash, as and when payable, or property (including deferred payments) as and when reduced to cash and irrevocably received by the Debtor from the Litigation, settlement of the Litigation or the like (the Litigation Recovery). If the Debtor recovers property as part of the Litigation Recovery, including but not limited to recovery of the assets of United Western Bank, that the Debtor elects not to reduce to cash, then Mr. Abariotes, Mr. Stallings, and Mr. Yancy shall equally share in a cash payment equal to two percent (2%) of the fair market value of any such property, with such fair market value to be determined by a court-approved accounting of the recovered property. Though these key employees would likely continue to cooperate with a Chapter 7 Trustee in a liquidation, there is no guarantee that they would continue to be available when needed, nor that they would give their time freely, without compensation. Further, under the Plan, the key employees have an incentive to do everything they can to maximize recovery for the Debtor. Indeed, under the Plan, the employees take all the risk, for they will receive nothing if Litigation is not successful. Further, if a Trustee has to pay key employees to assist in matters related to the Litigation, but the Litigation is ultimately not successful, Debtor UWBKs Estate will have incurred costs it would not have to incur if the risk associated with the Litigation is placed on the key employees, as under the Plan. 6.5 Distribution of Liquidation Trust Assets and Payment of Expenses.

(a) The Liquidation Trust Assets shall fund all costs and expenses of administration of the Liquidation Trust, including the liquidation of assets and the prosecution of any of the Liquidation Trusts claims and causes of action which the Liquidation Trustee determines, in his sole and absolute discretion, are reasonably likely to yield funds (Proceeds) to the Liquidation Trust. (b) Costs and expenses incurred by the Liquidation Trust as provided in Section 7.4(a) shall be expenses of administration of the Liquidation Trust. The amount remaining from Proceeds after payment of the costs and expenses it incurred in administration of the Liquidation Trust shall be added to the Liquidation Trust Assets and distributed as provided in Section 7.4(c). (c) Liquidation Trust Assets, less Liquidation Trust Administrative Expenses, shall be distributed Pro Rata to the respective Claim Holders based on the relation each Claim Holders Allowed Claim bears to all Allowed Claims benefiting from the Liquidation Trust in accordance with the Plan and the Liquidation Trust Agreement.
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(d) Under the Plan, the FDICs Superpriority Claim must be determined first, with respect to the funds to which it claims the Superpriority attaches. To the extent the FDICs Superpriority Claim is Allowed, the FDIC will be entitled to retain any funds it recovers or avoids pursuant to Article 12, Section 1827 of the United States Code. Subject to receipt of Net Litigation Proceeds, by virtue of its lien on the equity of United Western Bank, the Holder of the Class 4 Claim, is entitled to receive the first distribution from any Net Litigation Proceeds. To the extent that the Litigation does not generate sufficient funds to pay Class 4 in full, any portion of the Allowed Class 4 Claim that remains will be treated as an Allowed Class 5 Claim. Distribution will be made to Classes 1 and 2, to the extent their Claims are Allowed by the Bankruptcy Court, followed by distribution, Pro Rata, to the Holders of Unsecured Section 507(a)(8) Claim, to the extent their Claims are Allowed by the Bankruptcy Court. Thereafter, Distribution will be made to Class 3, Pro Rata, to the extent the Class 3 Claim Holders Claim is Allowed by the Bankruptcy Court. All of the foregoing distributions shall be made only to the extent that the Liquidation Trustee, in his reasonable discretion, determines that there are sufficient funds to make distributions to each respective Class. (e) If, pursuant to Section 6.5(a) and (c), there are ever sufficient funds to pay all Class 5, 6, and 7 Claims in full, then any surplus funds available for distribution shall within thirty (30) days thereafter be distributed by the Liquidation Trust to the Holders of Class 8 Claims, Pro Rata, based on their respective stock holdings. If the Allowed Unsecured Claims, including JPMCs Claim, are paid in full, then JPMCs lien on the stock of United Western Bank will be extinguished and it will not be entitled to receive any further distribution. For the avoidance of doubt, JPMC will retain its lien on the United Western Bank stock unless and until its Claim is paid in full.

(f)

By way of illustration, assume the following: The Bankruptcy Court finds that Tax Refunds are Property of the Debtors Bankruptcy Estate and, consistent therewith, the section 507(a)(8) Claim of the IRS is subject to offset and its penalty Claims are not Allowed; A Final Order is entered in the Litigation. Illustrations showing distribution in the scenario where Debtor recovers either $0, $10,000,000.00, or $25,000,000.00 are shown in Exhibit B; FDICs Superpriority Claim is Not Allowed;

The Class 1 and 2 Claims are Allowed in the amounts of $10,901.86 and 409.27, respectively;

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The Unsecured Section 507(a)(8) Claims of the Colorado Department of Labor and the Oregon Department of Revenue are Allowed in the amounts of $10,255.56 and $64.99, respectively; The Unsecured Section 507(a)(8) Priority Claim of the IRS is Allowed in the amount of $471,000, and is assumed to be paid by offset against the Tax Refund described under (i) above; The Class 3 Claim is Not Allowed;

The Class 4 Claim of JPMC is Allowed in the amount of $13,700,000.00, which amount includes principal, interest, and attorneys fees, and distribution is made from the Net Litigation Proceeds; The Class 5 Claim is Allowed, assuming that JPMCs Class 4 Claim is not paid in full;

The following Class 6 Claims are Allowed: (i) Colorado Department of Revenue in the amount of $11,596; (ii) (iii) BuckleySandler, LLP, in the amount of $410,038.62; Microsoft Corporation in the amount of $73,309.30.

All other Class 6 Claims are not Allowed and no indemnification obligation is triggered.2 The following Class 7 Claims are Allowed: (i) Wells Fargo Bank, N.A., in the amount of $8,239,453.32; Wells Fargo Bank, N.A.,as indenture trustee, in the amount of $10,418,789.28; Wilmington Trust Company, as debenture trustee for Matrix Bancorp Capital Trust II, in the amount of $15,491,819.73;

(ii)

(iii)

Assumes that insurance covers the indemnification claims of Michael J. McCloskey; James H. Bullock; Bernard C. Darre; Guy A. Gibson; Jeffrey Leeds; Lester Ravitz; Dennis Santistevean; Robert T. Slezak; Scot T. Wetzel; William T. Snider such that no out-of-pocket expenditures are required.
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(iv)

Matrix Bancorp Capital Trust VI, $10,310,000.00 for the amount of junior subordinated debentures of the Debtor;

All other Class 7 Claims are not Allowed and no indemnification obligation is triggered. Depending on the amounts recovered in the Litigation, distribution would be as shown in Exhibit B hereto. Whether Class 8 receives a distribution will depend upon whether recovery from the Litigation is sufficient to satisfy the Class 5, 6, and 7 Claims in full. ARTICLE VII EFFECT OF CONFIRMATION Upon Confirmation, the provisions of this Plan shall bind the Debtor, the Chapter 11 Trustee, and any creditor or equity security holder of the Debtor, whether or not the Claim or Equity Interest of such Person is Impaired under this Plan and whether or not such Person has accepted this Plan. Upon Confirmation, all of the property of the Debtors estates shall be vested in the Liquidation Trust as provided in this Plan, free and clear of all Claims and Equity Interests, except as specifically provided in this Plan. Upon Confirmation, all creditors and equity security holders of the Debtor are permanently enjoined from commencing or pursuing any action against the Chapter 11 Trustee, the Liquidation Trustee, the Creditors Committee, or the Liquidation Trust, other than an action to enforce the provisions of this Plan.

ARTICLE VIII PROVISION FOR ASSUMPTION OR REJECTION OF EXECUTORY CONTRACTS All unexpired leases and executory contracts between the Debtor and any other Person (if any) which have not prior to the Effective Date of the Plan been affirmatively assumed by the Debtor, are hereby rejected. ARTICLE IX PROVISION AS TO DISPUTED CLAIMS 9.1 Objections.

The Chapter 11 Trustee and/or any party in interest at any time prior to the Effective Date, and the Liquidation Trustee, after the Effective Date, may file an objection on or prior to the Objection Date to any Claim which in its opinion should be objected to as improper, in whole or in part. Upon the filing of such objection, such Claim shall be considered a Disputed Claim, and any cash or other instruments or property otherwise distributable to the holder of such Claim under this Plan shall be held by the Liquidation Trust until final disposition of the objection to the Claim. No payments or distributions shall be made with respect to all or any portion of any Disputed Claim pending the entire resolution thereof by Final Order.

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9.2

Liquidation Trust Beneficiaries.

Any cash distributable to any holder of a Disputed Claim under this Plan shall be held by the Liquidation Trust until final disposition of the objection to the Claim, as more specifically provided in the Liquidation Trust Agreement. The Liquidation Trustee is vested with full and complete authority to file, litigate to judgment, settle, or withdraw objections to the Claims of any Claim Holder, or any other person asserting either a Claim or a right to distributions from the Liquidation Trust. ARTICLE X PLAN MODIFICATION The Plan Proponent reserves the right to modify this Plan prior to Confirmation. At any time after Confirmation, the Plan may be modified as permitted by Section 1127 of the Bankruptcy Code, solely upon request of the Liquidation Trustee who shall succeed to the rights of the Plan Proponent. ARTICLE XI RETENTION OF JURISDICTION The Bankruptcy Court shall retain jurisdiction over the Chapter 11 Case for the following purposes: (a) To hear and determine any and all objections to the allowance of Claims or Interests.

(b) To determine any and all applications for allowances of compensation and reimbursement of expenses and any other fees and expenses authorized to be paid or reimbursed under the Bankruptcy Code or the Plan, to the extent such claim was incurred prior to the Effective Date. (c) To hear and determine any and all pending applications for the rejection or assumption, or for the assumption and assignment, as the case may be, of executory contracts or unexpired leases to which the Debtor is a party, and to hear and determine any and all Claims arising therefrom. (d) To hear and determine any and all applications, adversary proceedings, and contested or litigated matters that may be pending on the Effective Date or instituted by the Liquidation Trustee thereafter. (e) To consider any modifications of the Plan, to remedy any defect or omission, or reconcile any inconsistency in the Plan or in any order of the Bankruptcy Court, including the Confirmation Order. (f) To hear and determine all controversies, suits, and disputes that may arise in connection with the interpretation, enforcement, or consummation of the Plan. (g) To consider and act on the compromise and settlement of any claim or cause of action by or against the Debtor where the original claim or cause of action is in excess of $50,000.00.
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(h) To consider and act on motions to sell assets where the purchase price of the asset is in excess of $50,000.00 or to auction any remaining assets the value of which is in excess of $50,000.00. (i) To issue orders in aid of execution of the Plan as contemplated by Section 1142 of the Bankruptcy Code. (j) To determine such other matters as may be set forth in the Confirmation Order or which may arise in connection with the Plan or the Confirmation Order. (k) To appoint a successor Liquidation Trustee upon the resignation, death or removal of any such Liquidation Trustee, upon application by any party in interest, and after notice and a hearing, if no such successor has been appointed pursuant to the Liquidation Trust Agreement within thirty (30) days after such resignation or death. //

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