Exhibit 10.3.5


 


FIRSTBANK PROFIT SHARING AND EMPLOYEE STOCK
OWNERSHIP PLAN


 


AMENDMENT #5


MODEL AMENDMENTS UNDER CODE SECTION 401(a)(9)


 


WHEREAS, the FirstBank Profit Sharing and
Employee Stock Ownership Plan (the “Plan”) provides that FirstBank and Access Anytime
Bancorp, Inc. (together the “Company”) has the power and right to amend the
Plan;


 


NOW THEREFORE, the Company hereby amends the
Plan by the adoption of the following model amendments issued by the Internal
Revenue Service:


 


I.             The Plan hereby is amended by the
addition of the following:


 


MODEL AMENDMENT UNDER CODE SECTION 401(a)(9)


 


Section
1.  General Rules


 


1.1.          Effective
Date.  The provisions of this Model
Amendment will apply for purposes of determining required minimum distributions
for calendar years beginning with the 2003 calendar year.


 


1.2.          Precedence.  The requirements of this Model Amendment
will take precedence over any inconsistent provisions of the Plan.  However, nothing in this Model Amendment
will be construed to offer or provide any optional form of distribution not
available under the terms of the Plan.


 


1.3.         Requirements of
Treasury Regulations Incorporated. 
All distributions required under this Model Amendment will be determined
and made in accordance with the Treasury regulations under section 401(a)(9) of
the Internal Revenue Code.


 


1.4.          TEFRA
Section 242(b)(2) Elections. 
Notwithstanding the other provisions of this Model Amendment,
distributions may be made under a designation made before January 1, 1984, in
accordance with section 242(b)(2) of the Tax Equity and Fiscal Responsibility
Act (TEFRA) and the provisions of the Plan that relate to section 242(b)(2) of
TEFRA.


 


Section
2.  Time and Manner of Distribution.


 


2.1.          Required
Beginning Date.  The Participant’s
entire interest will be distributed, or begin to be distributed, to the
Participant no later than the Participant’s required beginning date.


 

















 


2.2.          Death
of Participant Before Distributions Begin. 
If the Participant dies before distributions begin, the Participant’s
entire interest will be distributed, or begin to be distributed, no later than
as follows:


 


(a) 
If the Participant’s surviving spouse is the Participant’s sole
designated Beneficiary, then, except as provided below, distributions to the
surviving spouse will begin by December 31 of the calendar year immediately
following the calendar year in which the Participant died, or by December 31 of
the calendar year in which the Participant would have attained age 70-1/2 , if
later.


 


(b) 
If the Participant’s surviving spouse is not the Participant’s sole
designated Beneficiary, then, except as provided below under “Elections”,
distributions to the designated Beneficiary will begin by December 31 of
the calendar year immediately following the calendar year in which the
Participant died.


 


(c) 
If there is no designated Beneficiary as of September 30 of the year
following the year of the Participant’s death, the Participant’s entire
interest will be distributed by December 31 of the calendar year containing the
fifth anniversary of the Participant’s death.


 


(d) 
If the Participant’s surviving spouse is the Participant’s sole
designated Beneficiary and the surviving spouse dies after the Participant but
before distributions to the surviving spouse begin, this section 2.2, other
than section 2.2(a), will apply as if the surviving spouse were the
Participant.


 


For purposes of this section 2.2 and section
4 of this Model Amendment, unless section 2.2(d) applies, distributions are
considered to begin on the Participant’s required beginning date.  If section 2.2(d) applies, distributions are
considered to begin on the date distributions are required to begin to the
surviving spouse under section 2.2(a).


 


2.3           Forms
of Distribution.  Unless the
Participant’s interest is distributed in the form of a single sum on or before
the required beginning date, as of the first distribution calendar year
distributions will be made in accordance with sections 3 and 4 of this Model
Amendment.


 


Section
3.  Required Minimum Distributions
During Participant’s Lifetime.


 


3.1.          Amount
of Required Minimum Distribution For Each Distribution Calendar Year.  During the Participant’s lifetime, the
minimum amount that will be distributed for each distribution calendar year is
the lesser of:


 


(a) 
the quotient obtained by dividing the Participant’s account balance by
the distribution period in the Uniform Lifetime Table set forth in section
1.401(a)(9)-9 of the Treasury regulations, using the Participant’s age as of
the Participant’s birthday in the distribution calendar year; or


 


(b) 
if the Participant’s sole designated Beneficiary for the distribution
calendar year is the Participant’s spouse, the quotient obtained by dividing
the Participant’s account balance by the number in the Joint and Last Survivor Table
set forth in section 1.401(a)(9)-9 of the Treasury


 

















 


regulations, using the Participant’s and
spouse’s attained ages as of the Participant’s and spouse’s birthdays in the
distribution calendar year.


 


3.2.          Lifetime
Required Minimum Distributions Continue Through Year of Participant’s Death.  Required minimum distributions will be
determined under this section 3 beginning with the first distribution calendar
year and up to and including the distribution calendar year that includes the
Participant’s date of death


 


Section
4.  Required Minimum Distributions After
Participant’s Death.


 


4.1.          Death
On or After Date Distributions Begin.


 


(a)  Participant
Survived by Designated Beneficiary. 
If the Participant dies on or after the date distributions begin and
there is a designated Beneficiary, the minimum amount that will be distributed
for each distribution calendar year after the year of the Participant’s death
is the quotient obtained by dividing the Participant’s account balance by the
longer of the remaining life expectancy of the Participant or the remaining
life expectancy of the Participant’s designated Beneficiary, determined as
follows:


 


(1) 
The Participant’s remaining life expectancy is calculated using the age
of the Participant in the year of death, reduced by one for each subsequent
year.


 


(2) 
If the Participant’s surviving spouse is the Participant’s sole
designated Beneficiary, the remaining life expectancy of the surviving spouse
is calculated for each distribution calendar year after the year of the
Participant’s death using the surviving spouse’s age as of the spouse’s
birthday in that year.  For distribution
calendar years after the year of the surviving spouse’s death, the remaining
life expectancy of the surviving spouse is calculated using the age of the
surviving spouse as of the spouse’s birthday in the calendar year of the
spouse’s death, reduced by one for each subsequent calendar year.


 


(3) 
If the Participant’s surviving spouse is not the Participant’s sole
designated Beneficiary, the designated Beneficiary’s remaining life expectancy
is calculated using the age of the Beneficiary in the year following the year
of the Participant’s death, reduced by one for each subsequent year.


 


(b)  No
Designated Beneficiary.  If the
Participant dies on or after the date distributions begin and there is no
designated Beneficiary as of September 30 of the year after the year of the
Participant’s death, the minimum amount that will be distributed for each
distribution calendar year after the year of the Participant’s death is the
quotient obtained by dividing the Participant’s account balance by the
Participant’s remaining life expectancy calculated using the age of the
Participant in the year of death, reduced by one for each subsequent year.


 

















 


4.2.          Death
Before Date Distributions Begin.


 


(a)  Participant
Survived by Designated Beneficiary. 
Except as provided below under “Elections,” if the Participant dies
before the date distributions begin and there is a designated Beneficiary, the
minimum amount that will be distributed for each distribution calendar year
after the year of the Participant’s death is the quotient obtained by dividing
the Participant’s account balance by the remaining life expectancy of the
Participant’s designated Beneficiary, determined as provided in section 4.1 of
this Model Amendment.


 


(b)  No
Designated Beneficiary.  If the
Participant dies before the date distributions begin and there is no designated
Beneficiary as of September 30 of the year following the year of the Participant’s
death, distribution of the Participant’s entire interest will be completed by
December 31 of the calendar year containing the fifth anniversary of the
Participant’s death.


 


(c)  Death
of Surviving Spouse Before Distributions to Surviving Spouse Are Required to
Begin.  If the Participant dies
before the date distributions begin, the Participant’s surviving spouse is the
Participant’s sole designated Beneficiary, and the surviving spouse dies before
distributions are required to begin to the surviving spouse under section
2.2(a) of this Model Amendment, this section 4.2 will apply as if the surviving
spouse were the Participant.


 


Section
5.  Definitions.


 


5.1.          Designated Beneficiary.  The individual who is designated as the
Beneficiary under section 8.5[e] of the Plan and is the designated Beneficiary
under section 401(a)(9) of the Internal Revenue Code and section 1.401(a)(9)-1,
Q&A-4, of the Treasury regulations.


 


5.2.          Distribution Calendar Year.  A calendar year for which a minimum
distribution is required. For distributions beginning before the Participant’s
death, the first distribution calendar year is the calendar year immediately
preceding the calendar year which contains the Participant’s required beginning
date. For distributions beginning after the Participant’s death, the first
distribution calendar year is the calendar year in which distributions are
required to begin under section 2.2 of this Model Amendment.  The required minimum distribution for the
Participant’s first distribution calendar year will be made on or before the
Participant’s required beginning date. The required minimum distribution for
other distribution calendar years, including the required minimum distribution
for the distribution calendar year in which the Participant’s required
beginning date occurs, will be made on or before December 31 of that
distribution calendar year.


 


5.3.          Life Expectancy.  Life expectancy as computed by use of the
Single Life Table in section 1.401(a)(9)-9 of the Treasury regulations.


 


5.4.          Participant’s Account Balance.
The account balance as of the last valuation date in the calendar year
immediately preceding the distribution calendar year (valuation calendar year)
increased by the amount of any contributions made and allocated or forfeitures
allocated to the account balance as of dates in the valuation calendar year
after the valuation date and decreased by distributions made in the valuation
calendar year after the valuation date. The account balance for the


 

















 


valuation calendar year includes any amounts
rolled over or transferred to the Plan either in the valuation calendar year or
in the distribution calendar year if distributed or transferred in the
valuation calendar year.


 


5.5           Required Beginning Date. The
date specified in section 8.5[a][6] of the Plan.


 


ELECTIONS


 


(Check and complete any of the remaining
Items if you wish to modify the rules in sections 2.2 and 4.2 above.)


 


Election to Apply 5-Year Rule to
Distributions to Designated Beneficiaries.


 


•              If
the Participant dies before distributions begin and there is a designated
Beneficiary, distribution to the designated Beneficiary is not required to
begin by the date specified in section 2.2 above, but the Participant’s entire
interest will be distributed to the designated Beneficiary by December 31 of
the calendar year containing the fifth anniversary of the Participant’s death.
If the Participant’s surviving spouse is the Participant’s sole designated
Beneficiary and the surviving spouse dies after the Participant but before
distributions to either the Participant or the surviving spouse begin, this
election will apply as if the surviving spouse were the Participant.


 


This election will apply to:


•      All distributions.


•      The following distributions:


 


Election to Allow Participants or Beneficiaries
to Elect 5-Year Rule.


 


•              Participants
or beneficiaries may elect on an individual basis whether the 5-year rule or
the life expectancy rule in sections 2.2 and 4.2 above, applies to
distributions after the death of a Participant who has a designated
Beneficiary. The election must be made no later than the earlier of September
30 of the calendar year in which distribution would be required to begin under
section 2.2 above, or by September 30 of the calendar year which contains the
fifth anniversary of the Participant’s (or, if applicable, surviving spouse’s)
death. If neither the Participant nor Beneficiary makes an election under this
paragraph, distributions will be made in accordance with sections 2.2 and 4.2
above and, if applicable, the elections in Item 2 above.


 


Election to Allow Designated Beneficiary
Receiving Distributions Under 5-Year Rule to Elect Life Expectancy
Distributions.


 


•              A designated Beneficiary who is
receiving payments under the 5-year rule may make a new election to receive payments
under the life expectancy rule until December 31, 2003, provided that all
amounts that would have been required to be distributed under the life
expectancy rule for all distribution calendar years before 2004 are distributed
by the earlier of December 31, 2003, or the end of the 5-year period.


 

















 


*END
OF MODEL AMENDMENT*


 


IN WITNESS WHEREOF, the following person,
being duly authorized by the Board of Directors of the Company, hereby approves
and adopts this Amendment as of the date set forth below.


 


 


	
   

  	
  FIRSTBANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Don K. Padgett

  	
   

  
	
   

  	
   

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
  Date: 12/18/03

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ACCESS ANYTIME BANCORP, INC.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Norman R. Corzine

  	
   

  
	
   

  	
   

  
	
   

  	
  Title: Chairman of the Board

  
	
   

  	
   

  
	
   

  	
  Date: December 18, 2003