EXHIBIT 10.1

                                 FIRST AMENDMENT
                                       TO
                              MATRIX BANCORP, INC.
                           CHANGE OF CONTROL AGREEMENT

     WHEREAS,  Matrix Bancorp,  Inc. (the  "Company"),  a Colorado  corporation,
entered into that certain Change of Control  Agreement (the  "Agreement") by and
between the Company and T. Allen McConnell (the "Executive"),  dated October 28,
2003;

     WHEREAS,  the Company and Executive desire to amend the Agreement to modify
the benefit provided thereunder; and

     WHEREAS,  pursuant to Section 4.4 of the  Agreement,  the  Agreement may be
modified as agreed to in writing by the Executive and the Company.

         NOW THEREFORE, BE IT RESOLVED that the Agreement is hereby amended
effective the date this Amendment is executed as follows:

     1. Section 2.1 of the Agreement is amended by deleting existing Section 2.1
of the Agreement in its entirety, and substituting the following new Section 2.1
of the Agreement in its place:

          "2.1.     Immediately  prior  to  the  effective  time  of a
                    Change  of   Control,   the   Company   shall  pay
                    Executive,  in cash,  a lump sum payment  equal to
                    two hundred  percent  (200%) of his Average Annual
                    Compensation, less withholding required to be paid
                    or withheld in accordance with federal,  state, or
                    local law or regulation."

     IN WITNESS WHEREOF,  this Amendment has been executed this 15 day
of February, 2005, to be effective as of February 11, 2005.


MATRIX BANCORP, INC.                            EXECUTIVE


By:________________________________             By:__________________________
   D. Mark Spencer President                       T. Allen McConnell