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                                 EXHIBIT 10.10.1

                                 AMENDMENT NO. 1
                                     TO THE
                          ACCESS ANYTIME BANCORP, INC.
                       NON-EMPLOYEE DIRECTOR RETAINER PLAN



         THIS AMENDMENT NO. 1 made by Access Anytime Bancorp, Inc. (the
"Company") this 26th day of April, 2001.

         WHEREAS, the Access Anytime Bancorp, Inc. Non-Employee Director
Retainer Plan (hereinafter referred to as the "Plan") was approved by the
Company's shareholders on May 30, 1997, and became effective on that date; and

         WHEREAS, the Company reserves the right to amend the Plan pursuant to
Section 6.4; and

         WHEREAS, the Company desires to amend the Plan to provide that
non-employee directors of subsidiaries or affiliates may be participants in the
Plan and to make necessary conforming amendments, which amendment shall become
effective upon approval by the Company's shareholders;

         NOW THEREFORE, the Company hereby amends the Plan as follows:

         ITEM 1.   Section 1.3(c) of the Plan shall be modified to read as
follows:

               1.3(c) "Compensation" means the sum of (i) the meeting fee a
               Participant earns for services rendered as a member of the
               Board or a board of an Approved Subsidiary and (ii) the
               meeting fee a Participant earns for services rendered on each
               committee of the Board or a board of an Approved Subsidiary on
               which a Participant serves.

         ITEM 2.   Section 1.3(f) of the Plan shall be modified as follows:

               1.3(f) "Participant" means each non-employee member of the
               Board or of a board of an Approved Subsidiary.

         ITEM 3.   Section 1.3 of the Plan shall be modified as by adding new
Section 1.3(i) thereto as follows:

               1.3(i) "Approved Subsidiary" means any affiliate or subsidiary
               of the Company (a) which the Company's Board of Directors may
               from time to time determine to bring under the Plan, and (b)
               whose own board of directors may also approve the Plan.

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         ITEM 4.   Section 5.1 of the Plan shall be modified as follows:

               5.1 Cessation from Board. Within ten (10) days from the date a
               Participant for any reason no longer serves on any board of
               the Company or of an Approved Subsidiary, the Company shall
               deliver a certificate or certificates to such Participant for
               a number of shares of Common Stock equal to the total number
               of Stock Units (rounded up to the nearest whole Stock Unit) in
               such Participant's Account as of the date the Participant's
               service ceased.

         ITEM 5.   Except as hereinabove amended, the Company hereby readopts
and redeclares each and every provision of the Plan.

         IN WITNESS WHEREOF, Access Anytime Bancorp, Inc. has caused this
Amendment No. 1 to the Non-Employee Director Retainer Plan to be executed by an
authorized officer as of the date and year first above written.

                                       ACCESS ANYTIME BANCORP, INC.



                                       By /s/ Norm Corzine
                                         ------------------------------------
                                          Chairman of the Board






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