**Exhibit 10.8.2**

 

**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 Don K. Padgett (the “Officer”).  The Officer is President, Chief ExecutiveOfficer, and a Director of the Bank and has been duly elected to these positions.  Also, the Officer is President 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 EmploymentAgreement (as defined below).

 

**RECITALS**

 

WHEREAS, theBank, the Company and the Officer are parties to that Employment Agreement (the“Employment Agreement”) dated as of February 16, 2002, as amended June 30,2002, 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 ($150,000) 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.

 

(d)         Change in Control.  If the Good Reason for the Officer’stermination of his employment is that another corporation or entity acquiresall or substantially all of the business of the Bank/Company, Officer may requestthat he be paid a balance due Officer under Section 4(a) for the remaining termof the 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.

 

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

 

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

 

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