**Exhibit 10.7.5**

 

**AMENDMENT**

**TO**

**EMPLOYMENT AGREEMENT**

 

 

This Amendmentto Employment Agreement (this “Amendment”) dated February 15th,2004, by and between FirstBank (the “Bank”), a federally chartered stocksavings bank, its parent holding company, Access Anytime BanCorp, Inc., aDelaware corporation (the “Company”), and Norman R. Corzine (the“Officer”).  The Officer is ExecutiveVice President, Chief Investment Officer, and a Director (Vice Chairman) of theBank and has been duly elected to these positions.  Also, the Officer is Chairman, Chief Executive Officer, and aDirector of the Company and has been duly elected to these positions.  Any capitalized term used and not otherwisedefined herein shall have the meaning assigned to such term in the Employment Agreement(as defined below).

 

**RECITALS**

 

WHEREAS, theBank, the Company and the Officer are parties to that Employment Agreement (the“Employment Agreement”) dated as of July 29, 1999, as amended August 23, 2001,and December 16, 2002; and

 

WHEREAS, theparties hereto desire to further amend the Employment Agreement.

 

**AGREEMENT**

 

NOW,THEREFORE, in consideration of the premises and respective agreements containedherein and for other good and valuable consideration, the parties agree toamend the Employment Agreement as follows:

 

**1.             Term.**  The term of this Agreement shall be extendedfor a period one (1) year through December 31, 2006.

 

**2.             Compensation.**

 

(a)          Section 4(a) shall berevised to reflect that the annual salary of the Officer shall be not less thanOne Hundred Eighty Thousand Dollars ($180,000) per annum.

 

(b)          The last sentence ofSection 4(b) shall be deleted in its entirety and replaced with thefollowing:  “The allocation of theBoard’s Discretionary Bonus for 2003 performance shall be at least Twenty-FiveThousand Dollars ($25,000).”

 

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**3.             Termination by the Officer.**

 

(a)          Section 6,Termination by the Officer, shall be deleted in its entirety and replaced withthe following:

 

 

“**6.           Termination by the Officer.**

 

(a)          Good Reason.  The Officer may terminate his employment forgood reason if:

 

(i)            any other corporation or entityacquires all or substantially all of the business of the Bank/Company;

 

(ii)           he is not re-elected an officer;

 

(iii)          he is assigned duties inconsistentwith his duties as an officer or inconsistent with his experience; or

 

(iv)          he elects to retire.

 

(b)          Termination forGood Reason.  The Officer shallexercise his right to terminate his employment for Good Reason by giving theBank/Company prompt written notice of termination specifying in reasonabledetail the circumstances constituting such Good Reason and specifying such dateof termination as the Officer shall determine.

 

(c)          Compensation andBenefits Due Officer.  In the eventof a termination for Good Reason, the Bank/Company shall pay to the Officersalary and employee benefits for the balance of the term of the Agreement andafter the term of the Agreement, the Bank/Company shall continue to coverEmployee and dependent under the Company health/life benefit plan.  The portion of the premium paid by theOfficer shall be withhold from any deferred compensation paid to the Officerafter termination of employment or if none, shall be paid personally by theOfficer.

 

(d)          Change in Control.  If the Good Reason for the Officer’s terminationof his employment is that another corporation or entity acquires all orsubstantially all of the business of the Bank/Company, Officer may request thathe be paid a balance due Officer under Section 4(a) for the remaining term ofthe Agreement in cash or stock at closing, or paid out over the remainder ofthe term of the Agreement.”

 

**4.            **ThisAgreement incorporates all other terms and conditions of the EmploymentAgreement, as previously amended, except as modified herein.

 

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IN WITNESSWHEREOF, the parties have executed this Agreement on the date first abovewritten.

 
| **First Bank** |                   | **Access Anytime BanCorp, Inc.** |
|----------------|------------------------|----------------------------------|
|           |                   |                             |
|           |                   |                             |
| By:            | R. Chad  Lydick        |                             |   | By: | /s/ Don K.  Padgett |   |
| Its:           | Chairman of  the Board |                             | Its: | President |   |
|           |                   |                             |
|           |                   |                             |
| **Officer**    |                   |                             |
|           |                   |                             |
|           |                   |                             |
| By:            | /s/ Norman  R. Corzine |                             |   |   |
|           | Norman R.  Corzine     |                             |   |
|                |                        |                                  |  |  |  |  |  |  |

 

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