944725--3/15/2006--MATRIX_BANCORP

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Risks Relating to Ownership of Our Common Stock The number of shares that will become available for sale could adversely affect the future market for our common stock. Our Board of Directors may authorize the issuance of additional shares that may cause dilution Control by our executive officers and directors will limit individual ability to influence the outcome of matters requiring shareholder approval and could discourage a potential acquisition by third parties. We may not have the ability to pay dividends in the future. Risks Related to our Business Strategy We may be unable to successfully implement our community banking business strategy. Matrix Bank s expansion of its direct originations of residential and commercial loans may be adversely impacted by rising interest rates. We may not be able to effectively manage our proposed growth No assurance can be made that our proposed asset dispositions will be accomplished or that other strategies may be undertaken. Changes in economic conditions in the Colorado Front Range market could have a material adverse effect upon the implementation and success of our business strategy. Our past operating results and financial condition will likely not be representative of our future results and financial condition. Risks Related to Our Business Matrix Bank relies on institutional deposits and Matrix Bank must offer competitive interest rates and services in order to attract and retain such deposits. Matrix Bank relies upon brokered deposits, which are potentially volatile and subject to withdrawal by customers. Matrix Bank relies on FHLBank system borrowings for secondary and contingent liquidity sources. Matrix Bank s existing and proposed commercial lending activity and the commercial loans that are and will be held in Matrix Bank s loan portfolio exposes Matrix Bank to credit risks. Our business is subject to interest rate risk, and variations in interest rates may negatively affect our financial performance Our investment portfolio includes securities that are sensitive to interest rates and variations in interest rates may result in losses. We invest in bulk loan purchases and mortgage backed obligations, which may lead to volatility in cash flow and market risk. Loan servicing income derived from residential mortgage loan servicing rights may be adversely affected during periods of declining interest rates. We may have fluctuations in our quarterly results. A downturn in Matrix Bank s real estate markets could hurt its business. Our loan and servicing rights portfolios are geographically concentrated. We face strong competition from financial service companies and other companies that offer banking services, which could hurt our business. The allowance for loan losses may not be adequate to cover actual losses. The mortgage loans that we hold are subject to risks of delinquency, foreclosure and loss, which could result in losses to us. The loan portfolios we acquire include loans that have had past payment delinquencies and as a result there is a higher risk of foreclosure and potential added foreclosure costs and expenses to us Our revenues from mortgage loan servicing can also be adversely affected by delinquencies and defaults. We are exposed to risk of environmental liabilities with respect to properties to which we take title. If we sell mortgage loans or mortgage servicing rights and the underlying loan defaults, we may be liable to the purchaser for unpaid principal and interest on the loan. If a loan originator or seller of mortgage loans and mortgage servicing rights breaches its representations and warranties to us, we may be at risk if such seller does not have the financial capacity to pay for damages we incur as a result of such breach or to repurchase any such loan. Our loans to charter schools involve additional risk of default if the school s charter is not renewed or revoked or if laws governing charter schools are materially changed. Curtailment of government guaranteed loan programs could affect our SBA business. Failure in our automated systems and controls could subject us to increased operating costs as well as litigation and other liabilities. Security of our computer systems and network infrastructure is important to our business and our ability to protect customer information, and breaches of our computer and network security may result in customer information being compromised and/or identity theft, which would have a material adverse effect upon our business. We operate in a highly regulated environment and may be adversely affected by changes in laws and regulations. Sterling Trust is subject to regulation as a trust company and could be the subject of third party actions as a result of the trust services it provides. Our ability to service our debt and pay dividends is subject to our ability to receive dividends from our subsidiaries. The brokerage services provided by Matrix Bancorp Trading may adversely affect revenue or result in losses We will be exposed to risks relating to the evaluations of internal controls over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002. Risks Associated with General Economic Conditions

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944725--3/15/2006--MATRIX_BANCORP_INC