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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF COLORADO In re: ) ) UNITED WESTERN BANCORP, INC. ) Case No. 12-13815 ABC ) Chapter 11 Debtor. ) ______________________________________ ) ) In re: ) ) MATRIX BANCORP TRADING, INC. ) Case No. 12-13822 ABC ) Chapter 11 Debtor. ) ______________________________________ ) ) In re: ) ) MATRIX FUNDING CORP. ) Case No. 12-13824 ABC ) Chapter 11 Debtor. ) ) Jointly Administered Under ) Case No. 12-13815 ABC ______________________________________________________________________________ MOTION TO EMPLOY THE LAW FIRM OF BUCKLEYSANDLER, LLP AS SPECIAL COUNSEL NUNC PRO TUNC FOR CHAPTER 11 DEBTOR IN POSSESSION ______________________________________________________________________________ 1. Movant is United Western Bancorp, Inc., the Chapter 11 debtor in possession

(Debtor or Movant). 2. Movant wishes to employ as special counsel, nunc pro tunc to March 2, 2012 (the

date of its chapter 11 petition), the law firm of BuckleySandler, LLP (BuckleySandler), 1250 24th Street, NW, Suite 700, Washington, DC 20037. 3. To the best of the Movants knowledge and as set forth in the attached Verified

Statement (see Exhibit 1), BuckleySandler has no interest in the Debtor, does not represent in this bankruptcy proceeding any creditors or any other party in interest, and represents no interest

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adverse to the Movant in the matters upon which said firm is to be engaged. The Movant believes that the employment of such firm as special counsel is in its best interest. 4. Andrew L. Sandler, Samuel J. Buffone, and Benjamin P. Saul of BuckleySandler

will be primarily responsible for representing the Movant. A summary of the experience and qualifications of Messrs. Sandler, Buffone, and Saul is attached hereto as Exhibit 2. In addition to Messrs. Sandler, Buffone, and Saul, BuckleySandler is composed of attorneys who provide its clients with the full-range of enforcement, litigation, regulatory, public policy, and transactional services to the financial services industry. The attorneys who will be representing the Movant focus their practice on litigation, regulatory, and financial services industry related matters. BuckleySandler is well qualified to represent the Movant as set forth herein. All attorneys comprising or associated with BuckleySandler who will render services in this case are duly admitted to practice law as indicated in the following table and will apply to be admitted pro hac vice before this Court. BAR ADMISSIONS Name Andrew L. Sandler Title Senior Partner Admissions District of Columbia; Maryland, New York; Pennsylvania District of Columbia; Pennsylvania District of Columbia; Maryland; Massachusetts

Samuel J. Buffone Benjamin P. Saul

Partner Partner

5.

The Movant seeks to employ BuckleySandler, nunc pro tunc to the Movants

petition date of March 2, 2012, as the Movants special counsel for the purposes of handling certain litigation, regulatory, and related matters. In particular, BuckleySandler will perform the following services, as and when requested by the Movant:

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A.

Litigation on behalf of United Western Bank, which the Debtor is

managing and any recoveries from which shall insure to benefit of the Debtor (as the sole shareholder of United Western Bank), regarding the seizure of United Western Bank (the Bank), a subsidiary of the Debtor. That litigation, captioned United Western Bank v. Office of the Comptroller of the Currency, et al., Case No.: 1:11-cv-00408-ABJ, was filed on February 18, 2011, in the U.S. District Court for the District of Columbia and is pending before Judge Amy Berman Jackson (Ongoing Litigation). BuckleySandler has handled this litigation since the inception of the case. In connection with the Ongoing Litigation, BuckleySandler received three payments for certain fees and expenses from the Movant: (a) a payment of $200,000 on January 24, 2011, (b) a payment of $25,000 on September 21, 2011, and (c) a payment of $25,000 on December 29, 2011. Notwithstanding these payments, as of the Movants petition date, BuckleySandler had incurred approximately $410,038.62 in unpaid fees and expenses in connection with the Ongoing Litigation. Between the petition date and the date of this Motion,

BuckleySandler has incurred an additional approximately $147,775 in unpaid fees and expenses due to the continuing nature of the Ongoing Litigation. Any delay in the filing of the Motion was due solely to negotiations between BuckleySandler and the Movant as to the terms and conditions herein of BuckleySandlers employment as special counsel; B. Assistance regarding potential claims for recovery of federal or state tax

refunds payable to the Debtor (Tax Claims); C. Interaction with the Federal Deposit Insurance Corporation (FDIC) and

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other third parties regarding procurement of documents;

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D.

Assistance regarding contesting, if appropriate, any proof of claim that the

FDIC may assert against the Debtor; E. Advice on bank regulatory matters, including, but not limited to, advice

regarding issues related to any alleged obligations under 11 U.S.C. 365(o); F. Other work, as reasonably requested by the Movant, to permit the Movant

to fulfill its responsibilities, including any work related to the foregoing and such additional matters as reasonably determined by the Movant to be within BuckleySandlers areas of expertise. 6. BuckleySandler will not be responsible for any of the following: (a) appearances

before any court or agency other than as set forth above; (b) litigation in the bankruptcy court with respect to matters that are disputes involving issues of bankruptcy law;1 or (c) the provision of substantive legal advice outside the litigation and regulatory areas.2 7. In the event the Movant requests that BuckleySandler undertake matters beyond

the scope of the responsibilities set forth herein, and should BuckleySandler agree to do so (in its discretion), the Movant will seek further order of this Court prior to BuckleySandler doing so. It is intended that BuckleySandlers activities will supplement, not duplicate or substitute for, the existing and future activities of the Movant or the other legal counsel, accountants, and other professionals now or later engaged to render services for the Debtor.

The Movant has employed the law firm of Sender and Wasserman, P.C. to represent it in connection with bankruptcy and other matters. BuckleySandler does not give tax advice. If notwithstanding the preceding, any advice BuckleySandler furnishes to the Movant is deemed to constitute tax advice within the meaning of U.S. Treasury Regulations, then as required by U.S. Treasury Regulations governing tax practice, any such advice will not be written or intended to be used (and cannot be used) by any taxpayer for the purpose of (i) avoiding any penalties under the Internal Revenue Code or (ii) promoting, marketing, or recommending to another party any transaction(s) or tax-related matter(s).

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8.

Subject to Court approval, the Movant proposes and by its signature below agrees,

and BuckleySandler agrees by its signature on the Verified Statement (subject to Court approval), that BuckleySandler receive fees and reimbursement of costs as follows: A. Ongoing Litigation (See Section 5.A above) (i) Retainer. Upon commencement of BuckleySandlers

representation (and following entry of a Court order approving this Motion), the Movant will pay BuckleySandler a $100,000 retainer to represent it in connection with the Ongoing Litigation through its conclusion, including any appeals. BuckleySandlers accrued expenses and hourly fees will be applied against this retainer. The retainer will be paid from the Debtors available cash and will not be paid by a principal, insider, or affiliate of the Debtor. See Local Bankruptcy Rule 2014-1(b). (ii) Hourly fees. In connection with the Ongoing Litigation, until such

time that BuckleySandler exhausts the $100,000 retainer described above in section 8.A.(i), BuckleySandler will be paid 80% of its 2012 standard hourly rates. The current hourly rates of BuckleySandler are attached to the Motion as Exhibit 3. BuckleySandlers hourly rates are consistent with others in its market. See Verified Statement of Special Counsel at 3. Upon exhaustion of the retainer described in section 8.A.(i) above, aside from BuckleySandlers expenses, which shall be paid in accordance with the terms set forth in section 8A.(iii) below, BuckleySandlers further compensation for the Ongoing Litigation shall be

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limited to the contingent fee arrangement described in section 8.A.(iv) below.

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(iii)

Expenses in connection with the respective employment of Special

Counsel for Ongoing Litigation: The Debtor will pay all expenses and advances relating to the Ongoing Litigation, whether directly or as billed by BuckleySandler or advanced directly by the Movant, through the conclusion of the case OR at such time the Movant becomes unable to pay because of the Debtors lack of available monies. (iv) Recoveries. Any recovery by the Movant 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 Movant, from litigation, settlement and the like involving the Ongoing Litigation in the U.S. District Court for the District of Columbia (Ongoing Litigation Recoveries) shall be made as follows: BuckleySandler shall receive 30% of such funds. The Debtor shall retain the balance (70%) for use in accordance with applicable law. If the Movant recovers property as part of the Ongoing Litigation Recoveries, including but not limited to recovery of the assets of United Western Bank, that the Movant, as part of a Bankruptcy Court approved Chapter 11 plan elects not to reduce to cash, then BuckleySandler and the Movant agree that they shall work together to determine a mutually acceptable means to calculate a cash payment equal to 30% of the fair market value of any such property, which method shall be subject to the approval of the Bankruptcy Court.

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B.

Tax Claims and All Other Matters (See Sections 5.B-F above) (i) Retainer. Upon commencement of BuckleySandlers

representation (upon entry of a Court order approving this Motion), the Movant will pay BuckleySandler a $100,000 retainer (separate and apart from the $100,000 retainer described in section 8.A.(i) above) to represent it in connection with the Tax Claims and all other matters detailed in Sections 5.B-F above through their conclusion, including (as applicable) through the conclusion of any appeals. The retainer will be applied against future expenses and hourly fees accrued by BuckleySandler. Such retainer will be paid from the Debtors

available cash and will not be paid by a principal, insider, or affiliate of the Debtor. See Local Bankruptcy Rule 2014-1(b). (ii) Hourly fees. Commencing with work related to the drafting and

filing of this Motion, through the conclusion of the case OR at such time the Movant becomes unable to pay because of the Debtors lack of available monies, BuckleySandler will be paid 80% of its 2012 standard hourly rates. The current hourly rates of BuckleySandler are attached to the Motion as Exhibit 3. BuckleySandlers hourly rates are consistent with others in its market. See

Verified Statement of Special Counsel at 3. At such time the Movant becomes unable to pay, BuckleySandler, at its sole discretion, may withdraw from its representation with respect to only the Tax Claims and All Other Matters referenced in Sections 5.B-F.

Counsel. The Debtor will pay all expenses and advances relating to the Tax

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(iii)

Expenses in connection with the respective employment of Special

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Claims and all other matters encompassed within this Motion, whether directly or as billed by BuckleySandler or advanced directly by the Movant, through the conclusion of the case OR at such time the Movant becomes unable to pay because of the Debtors lack of available monies. At such time the Movant becomes unable to pay BuckleySandlers expenses and advances relating to the Tax Claims and All Other Matters referenced in Sections 5.B-F, BuckleySandler, at its sole discretion, may withdraw from its representation with respect only to the Tax Claims and All Other Matters referenced in Sections 5.B-F. (iv) Contingent fees for Tax Recoveries. In addition to its discounted

hourly fees described in Section 8.B.(ii) above, any recoveries related solely to the Tax Claims by the Movant 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 Movant, from litigation and/or settlement of the Tax Claims (Tax Recoveries) shall be made as follows: BuckleySandler shall

receive 20% of such funds. The Debtor shall retain the balance (80%) for use in accordance with applicable law. 9. Pursuant to section 327(e) of the Bankruptcy Code, a debtor in possession is

authorized to employ an attorney that has represented the debtor, if in the best interests of the estate and if such attorney does not represent or hold any interest adverse to the debtor or to the estate with respect to the matter on which such attorney is to be employed. 11 U.S.C. 327(e); 11 U.S.C. 1107(b) (modifying section 101(14) (definition of disinterested person) and

Code] by a debtor in possession solely because of such persons employment or representation of

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providing that a person is not disqualified for employment under section 327 of [the Bankruptcy

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the debtor before the commencement of the case); see also In re Johnson, 21 B.R. 217 (Bankr. D. Colo. 1982) (finding section 327 clearly applicable to a debtor in possession in a pending Chapter 11 case). 10. By this Motion, the Movant seeks entry of an order pursuant to Bankruptcy Code

Sections 327 and 328 approving its employment and proposed compensation of BuckleySandler as special counsel as set forth herein. Section 328(a) provides that a Movant may employ attorneys on any reasonable terms and conditions of employment, including . . . on a contingent fee basis. 11 U.S.C. 328(a). Contingent fee compensation arrangements based upon a percentage of a litigation recovery have been allowed in Chapter 11 bankruptcy cases and are appropriate in this case. See, e.g., Riker, Danzig, Scherer, Hyland & Perretti v. Official Comm. of Unsecured Creditors (In re Smart World Techs., LLC), 552 F.3d 228, 234 (2d Cir. 2009); In re Coho Energy, Inc., 395 F.3d 198, 201 (5th Cir. 2004); In re Lyttons, 832 F.2d 395 (7th Cir. 1988); In re Yablon, 136 B.R. 88, 92-93 (Bankr. S.D.N.Y. 1992); In re Knudsen Bros. Dairy, Inc., 24 B.R. 418, 420 (Bankr. D. Conn. 1982). Courts approve contingency fee arrangements based upon a percentage if they are reasonable in the circumstances. See In re Smart World Techs., LLC, 552 F.3d at 232; In re James Calvin Belk Constr. Co., 11 B.R. 56, 61 (Bankr. N.D. Miss. 1981). 11. The Movant has concluded that, based on present known circumstances and after

review of a litigation budget provided by BuckleySandler that can be made available (under seal) to the Court upon request, the proposed arrangements, including the proposed contingency fee arrangements for BuckleySandler, are reasonable, appropriate, and in the best interests of the

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Debtor and its creditors based on a number of considerations.

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12.

Based on the information in the Motion and the reputation and skills of the

attorneys proposed to handle these matters, the Movant believes that BuckleySandler has the expertise and experience necessary to handle the many complex and contentious issues that are likely to arise in this case and to maximize recoveries for the Debtor. This is a complex and involved bankruptcy of a bank holding company of a large bank that was seized by the Office of Thrift Supervision (OTS) and subsequently taken over by the FDIC as receiver. The

receivership and seizure order, issued on January 21, 2011, was the impetus behind the Ongoing Litigation, which is currently pending in the U.S. District Court for the District of Columbia. BuckleySandler represents the Debtor in the Ongoing Litigation, and to date has successfully (i) defeated the OTS motion to dismiss [Case No.: 1:11-cv-00408-ABJ, Dkt. No. 32] and (ii) moved to compel production of the administrative record [Case No.: 1:11-cv-00408-ABJ, June 8, 2011 Minute Order]. The lawsuit asserts that the Bank was, in fact, economically viable and the seizure was arbitrary and capricious and demands that the court order the OTS to remove the FDIC as receiver of the Bank. [Case No.: 1:11-cv-00408-ABJ, Dkt. No. 1]. 13. Because BuckleySandler is currently representing the Debtor in the Ongoing

Litigation, and has been involved in such representation prior to that case being brought in February 2011, its lawyers have developed a deep knowledge base not only in connection with the Ongoing Litigation, but also with the financial affairs of the Debtor and its subsidiary Bank. As such, retention of new counsel would require time consuming and expensive duplication of many of their efforts in processing and understanding the information obtained so far. 14. A potentially significant asset of the Debtor is its claim to tax refunds, including

an estimated $4.4 million (the Tax Refunds).

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BuckleySandler has significant experience in

without limitation, claims to certain federal income tax refunds for the [2011] tax year equal to

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handling litigation of precisely this sort in connection with its role as special counsel to the Chapter 7 Trustees in the cases of IndyMac Bancorp, Inc., BK-08-21752 (C.D. Cal.) and TierOne Corporation, BK-10-41974 (D. Neb.). As such, BuckleySandler is well-positioned to handle any litigation related to the Tax Refunds efficiently. 15. The contingency fee arrangements described above also reflect that

BuckleySandler will have lost opportunity costs due to the significant time and resources that it anticipates needing to devote to this case to the preclusion of other engagements, which involve far less risk. Based on the foregoing, the Movant has concluded that the proposed contingency fee arrangements are reasonable, appropriate, and in the best interests of the Debtor and its creditors. 16. The Movant believes that the fee arrangements set forth herein give it the

opportunity to obtain specialized, experienced, and skillful counsel with an incentive to maximize recovery for the Movant, while preserving present resources to pay other professionals for the work unrelated to the matters described herein, including the Ongoing Litigation. Both the Movant and BuckleySandler recognize that, although the potential value of these causes of action (and corresponding fees to special counsel) may be very significant, they also may prove to be of modest value or valueless. 17. Except as otherwise ordered by the Court, BuckleySandler and/or the Movant will

file one or more fee applications seeking Court authority to receive compensation and reimbursement of expenses from the Debtor consistent with the Motion and any orders of the Court and applicable procedures established by the U.S. Trustee. To the extent any fees or

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expenses paid to BuckleySandler are disallowed by this Court, BuckleySandler understands that

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such disallowed amounts may be ordered disgorged by BuckleySandler (as the case may be) and returned to the Debtor. 18. Following the conclusion of the litigation prosecuted by BuckleySandler, the

Movant proposes that BuckleySandler file a final application requesting approval of its contingent fees and accounting for all of its expense reimbursements. WHEREFORE, the Movant respectfully requests that it be authorized to employ and appoint the said law firm of BuckleySandler as special counsel for the Movant effective as of March 2, 2012, on the terms and conditions set forth herein, and that it have such other and further relief as is appropriate. DATED: April 25, 2012 SENDER & WASSERMAN, P.C. _/s/ Harvey Sender_____________________ Harvey Sender, #7546 David V. Wadsworth, #32066 David J. Warner, #38708 1660 Lincoln Street, Suite 2200 Denver, Colorado 80264 (303) 296-1999; (303) 296-7600 (fax) sender@sendwass.com dvw@sendwass.com djw@sendwass.com Counsel for the Debtors-in-Possession

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Exhibit 1

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF COLORADO IN RE: UNITED WESTERN BANCORP, INC., Debtor. ) ) ) ) ) Case No. 1:12-bk-13815-ABC

Chapter 11

VERIFIED STATEMENT OF SPECIAL COUNSEL Benjamin P. Saul hereby verifies and states as follows: 1. I am an attorney licensed to practice law in the District of Columbia, with my

principal place of business at BuckleySandler, LLP (BuckleySandler), 1250 24th Street, NW, Suite 700, Washington, DC 20037, and am authorized to sign this Verified Statement on behalf of said law firm. 2. To the best of my knowledge, neither I nor any of the attorneys in the firm of

BuckleySandler hold or represent any interest adverse to the Debtor in Possession in this matter upon which they are to be engaged. 3. In connection with the Ongoing Litigation, as that term is defined in the Motion to

Employ the Law Firm of BuckleySandler LLP as Special Counsel Nunc Pro Tunc For Chapter 11 Debtor in Possession (Motion), BuckleySandler received three payments for certain fees and expenses from the Movant: (a) a payment of $200,000 on January 24, 2011, (b) a payment of $25,000 on September 21, 2011, and (c) a payment of $25,000 on December 29, 2011. Notwithstanding these payments, as of the Debtor in Possessions petition date, BuckleySandler had incurred approximately $410,038.62 in unpaid fees and expenses in connection with the

incurred an additional approximately $147,775 in unpaid fees and expenses due to the continuing

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Ongoing Litigation. Between the petition date and the date of this Motion, BuckleySandler has

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Exhibit 2

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www.BuckleySandler.com

ANDREW L. SANDLER
Chairman and Executive Partner asandler@buckleysandler.com Andrew L. Sandler, Chairman and Executive Partner of BuckleySandler LLP and Chief Executive Officer of Treliant Risk Advisors LLP, is a recognized leader in financial services litigation, enforcement, regulation and compliance. He also serves as a strategic legal advisor to many leading banks and thrifts, mortgage and consumer finance companies, and credit card issuers. A wide range of financial services companies look to Mr. Sandler for strategic advice and to help them navigate complex litigation and civil and criminal investigations and examinations by federal and state enforcement and bank regulatory agencies. Mr. Sandler has been the lead defense counsel in more than 80 class action cases. He has represented many financial institutions and other corporate entities in Fair Lending, AML/BSA, Mortgage Fraud, False Claims Act and Foreign Corrupt Practices Act investigations and litigation. He is frequently consulted on regulatory issues related to bank mergers and acquisitions. Mr. Sandler also often represents officers and directors with respect to regulatory proceedings related to troubled or failed banks. As Chief Executive Officer of Treliant Risk Advisors, Mr. Sandler leads a multi disciplinary firm that provides consulting, compliance, and transaction advisory assistance to the financial services industry. Chambers USA has consistently recognized Mr. Sandler as a one of Americas Leading Lawyers in the Financial Services Industry. He currently holds Chambers USAs top rating in the areas of Financial Services Regulation Banking Enforcement & Investigations and Consumer Finance Compliance. Mr. Sandler also is consistently recognized in Best Lawyers, including his current recognition as one Washington D.C.s Top 100 Lawyers. He has been named one of Washington, D.C.s Top Financial Services Lawyers by Washingtonian Magazine and in June 2010, Legal Times named him a Legal Visionary for his role in founding BuckleySandler. Mr. Sandler is an active participant in community and professional organizations. He serves on the Board of Advisors for the American Association of Bank Directors and has had many leadership roles in the Litigation and Business Law Sections of the American Bar Association including Chair of the Consumer and Civil Rights Committee and Vice Chair of the Banking Law Committee. He is President of the Financial Literacy Foundation, serves on the National Board of Directors of the Cancer Support Community and the Board of the Kolar Charitable Foundation of BuckleySandler LLP. He is also a member of the Parents Council of Tulane University. Mr. Sandler received his J.D. from the University of Pennsylvania Law School, an M.B.A. from the University of Pennsylvania, Wharton School, an M.A. from the University of Warwick (U.K.) (Rotary Foundation Fellow), and a B.A. from Union College.

PRACTICE AREAS
Anti-Money Laundering & Bank Secrecy Act Bankruptcy Trustee Class Actions Complex Civil Litigation Congressional Investigations Fair & Responsible Banking Foreign Corrupt Practices Act & Anti-Corruption Government Enforcement Litigation Mortgages Regulatory Examinations State Attorneys General Unfair, Deceptive & Abusive Acts and Practices

BAR ADMISSIONS
District of Columbia Maryland New York Pennsylvania U.S. District Court (DC, MD) U.S. Court of Appeals (1st, 5th, 7th, 8th, 10th, and DC Circuits)

1250 24th Street, NW Suite 700 Washington, DC 20037 T 2023498001 F 2023498080

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www.BuckleySandler.com

SAMUEL J. BUFFONE
Partner sbuffone@buckleysandler.com Samuel J. Buffone is a partner in the Washington, DC office of BuckleySandler LLP. He has more than 35 years of experience representing individual and corporate clients in high-stakes criminal and complex civil litigation and enforcement matters throughout the United States. Mr. Buffone has broad experience in a variety of grand jury, trial and appellate matters, including RICO, bank fraud, securities fraud, money laundering, False Claims Act, mail and wire fraud, Foreign Corrupt Practices Act, and procurement fraud cases. He is particularly noted for his criminal appellate work. In 2009, Mr. Buffone argued and won an appeal in the United States Supreme Court barring further prosecution of a former Enron executive on double jeopardy grounds. Yeager v. United States, 129 S.Ct. 2360 (2009). Mr. Buffone has an active international practice, representing foreign companies and individuals in proceedings in the United States, and American companies and individuals in proceedings throughout the world. He has represented clients in major criminal enforcement initiatives ranging from ABSCAM to Enron. Recently he has been involved in trials and investigations relating to the Internet and electronic media including financial information data breaches, data privacy and securities fraud relating to high tech products and services. Mr. Buffone served as Chairman of the Committee on the United States Sentencing Commission of the ABAs Criminal Justice Section and ViceChairman of the ABAs RICO, Forfeiture and Civil Remedies Committee. He was founder and chairman of the Practitioners Advisory Group to the U.S. Sentencing Commission. He also served as an advisor to the American Indian Policy Review Commission. Mr. Buffone writes and lectures widely on criminal and civil enforcement topics. Prior to joining BuckleySandler, Mr. Buffone was co-head of the Government Enforcement Practice Group at Ropes & Gray. Mr. Buffone was a founding partner in the Washington, D.C. law firm Tigar & Buffone. Mr. Buffone served as a law clerk to Judge Francis L. Van Dusen of the United States Court of Appeals for the Third Circuit. Mr. Buffone received his J.D. from Georgetown University Law Center in 1971 and a B.A. from the University of Pittsburgh in 1968.

PRACTICE AREAS
Anti-Money Laundering & Bank Secrecy Act Appellate Bank Director & Officer Defense Class Actions Complex Civil Litigation Congressional Investigations False Claims Act Federal Trade Commission Foreign Corrupt Practices Act & Anti-Corruption Government Enforcement Litigation Privacy & Data Security Securities Litigation & Enforcement Troubled Banks White Collar

BAR ADMISSIONS
District of Columbia Pennsylvania U.S. District Court (AZ, DC, MA, Eastern MO, Southern OH, Eastern PA, Eastern, Southern, & Western TX) U.S. Court of Appeals (1st, 2nd, 3rd, 5th, 7th, 8th, 9th, 10th, DC, and Federal Circuits) U.S. Supreme Court

1250 24th Street, NW Washington, DC 20037 T 2023497940 F 2023498080

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Suite 700

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www.BuckleySandler.com

BENJAMIN P. SAUL
Partner bsaul@buckleysandler.com Benjamin P. Saul, a Partner at BuckleySandler LLP, has a nationwide practice representing corporate and individual clients in high-stakes administrative enforcement and criminal matters, private civil and class action litigation, and parallel proceedings involving private litigants and federal and state enforcement authorities. He also conducts corporate internal investigations and advises financial services and other clients on compliance issues and programs. He has represented clients in matters initiated by the Congress, DOJ, CFPB, HUD, FTC, SEC, federal and state banking authorities, and state attorneys general. Mr. Saul's matters have concerned a broad range of consumer finance issues, including lending, servicing, and securitization practices as well as credit reporting, consumer privacy, and data security. He also has advised clients on white collar criminal matters, including money laundering and mortgage fraud, as well as securities, corporate fiduciary duty, and other business litigation matters. Mr. Saul has extensive experience counseling troubled banks, bank holding companies, and their boards of directors and officers on complex regulatory, litigation, enforcement and personal liability issues. Mr. Saul is a member of the Board of Editors of the Review of Banking & Financial Services. He also is active in the Litigation and Business Law sections of the American Bar Association, and is currently the Co-Editor of the Banking Law Committee Journal and Chair of the Consumer Litigation Committee's Editorial Board. Mr. Saul speaks and publishes regularly on various topics of interest to financial institutions and other financial services companies. Prior to joining BuckleySandler LLP at its inception in 2009, Mr. Saul was a financial services and business litigator at Skadden, Arps, Slate, Meagher & Flom LLP. He has also served as a law clerk to the Honorable John M. Steadman (Court of Appeals, District of Columbia), and worked as an Economic Analyst at the investment firm Loomis, Sayles & Company. Mr. Saul received his J.D. from American University (magna cum laude), where he was a Karl Scholar, Mussey-Gillett Fellow, Editor of American University Law Review and President of the Moot Court Board. He received his B.A. from the University of Pennsylvania (with Honors).

PRACTICE AREAS
Bank Director & Officer Defense Bankruptcy Trustee Class Actions Complex Civil Litigation Congressional Investigations Consumer Financial Protection Bureau Fair & Responsible Banking Federal Trade Commission Government Enforcement Litigations Mortgages Regulatory Examinations State Attorneys General Unfair, Deceptive & Abusive Acts and Practices White Collar

BAR ADMISSIONS
District of Columbia Maryland Massachusetts U.S. District Court (DC, MD) U.S. Court of Appeals (DC)

1250 24th Street, NW Suite 700 T 2023498018 F 2023498080 Washington, DC 20037

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Case:12-13815-ABC Doc#:44-3 Filed:04/25/12

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Exhibit 3

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Case:12-13815-ABC Doc#:44-3 Filed:04/25/12

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1250 24th Street, NW Suite 700 Washington, DC 20037 t 202.349.8000 f 202.349.8080

2012 Standard Billing Rates

2012 Standard Rate Senior Partner Partner I Partner II Partner III Senior Counsel Counsel / Of Counsel Senior Associate Level II (5+ years) Senior Associate Level I (5+ years) $1,080 $960 $880 $790 $780 $740 $680

$640

Junior Associate (2 - 4 years) 1st Year Associate Regulatory Attorney Staff Attorney Legal Assistants

$490

$310 $260 $220 $195-$215

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BuckleySandlerLLPBillingRates

Case:12-13815-ABC Doc#:44-4 Filed:04/25/12

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF COLORADO In re: ) ) UNITED WESTERN BANCORP, INC. ) Case No. 12-13815 ABC ) Chapter 11 Debtor. ) ______________________________________ ) ) In re: ) ) MATRIX BANCORP TRADING, INC. ) Case No. 12-13822 SBB ) Chapter 11 Debtor. ) ______________________________________ ) ) In re: ) ) MATRIX FUNDING CORP. ) Case No. 12-13824 ABC ) Chapter 11 Debtor. ) ) Jointly Administered Under ) Case No. 12-13815 ABC _____________________________________________________________________________ ORDER GRANTING MOTION TO EMPLOY THE LAW FIRM OF BUCKLEYSANDLER, LLP AS SPECIAL COUNSEL NUNC PRO TUNC FOR CHAPTER 11 DEBTOR IN POSSESSION ______________________________________________________________________________ This matter having come before the Court on United Western Bancorp, Inc.s Motion to Employ BuckleySandler, LLP, as Special Counsel Nunc Pro Tunc for Chapter 11 Debtor in Possession (Motion to Employ), notice of the Motion to Employ having been served pursuant to L.B.R. 2002-1, no objection having been filed, and being fully advised in the premises, the Court HEREBY ORDERS that the above referenced United Western Bancorp, Inc.s Motion to Employ BuckleySandler, LLP, as Special Counsel Nunc Pro Tunc for Chapter 11 Debtor in Possession (Motion to Employ), is GRANTED nunc pro tunc March 2, 2012. It is FURTHER ORDERED that BuckleySandler, L.L.P. shall receive reimbursement of costs for services performed as set forth in the Motion to Employ. fees and

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Dated this ____ day of _______________, 2012.

BY THE COURT

___________________________________ United States Bankruptcy Judge