**Exhibit 10.3.5**

 

**FIRSTBANK PROFIT SHARING AND EMPLOYEE STOCKOWNERSHIP PLAN**

 

**AMENDMENT #5**

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

 

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

 

NOW THEREFORE, the Company hereby amends thePlan by the adoption of the following model amendments issued by the InternalRevenue Service:

 

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

 

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

 

**Section1.  General Rules**

 

1.1.          EffectiveDate.  The provisions of this ModelAmendment will apply for purposes of determining required minimum distributionsfor calendar years beginning with the 2003 calendar year.

 

1.2.          Precedence.  The requirements of this Model Amendmentwill take precedence over any inconsistent provisions of the Plan.  However, nothing in this Model Amendmentwill be construed to offer or provide any optional form of distribution notavailable under the terms of the Plan.

 

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

 

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

 

**Section2.  Time and Manner of Distribution.**

 

2.1.          RequiredBeginning Date.  The Participant’sentire interest will be distributed, or begin to be distributed, to theParticipant no later than the Participant’s required beginning date.

 

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2.2.          Deathof Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant’sentire interest will be distributed, or begin to be distributed, no later thanas follows:

 

(a) If the Participant’s surviving spouse is the Participant’s soledesignated Beneficiary, then, except as provided below, distributions to thesurviving spouse will begin by December 31 of the calendar year immediatelyfollowing the calendar year in which the Participant died, or by December 31 ofthe calendar year in which the Participant would have attained age 70-1/2 , iflater.

 

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

 

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

 

(d) If the Participant’s surviving spouse is the Participant’s soledesignated Beneficiary and the surviving spouse dies after the Participant butbefore distributions to the surviving spouse begin, this section 2.2, otherthan section 2.2(a), will apply as if the surviving spouse were theParticipant.

 

For purposes of this section 2.2 and section4 of this Model Amendment, unless section 2.2(d) applies, distributions areconsidered to begin on the Participant’s required beginning date.  If section 2.2(d) applies, distributions areconsidered to begin on the date distributions are required to begin to thesurviving spouse under section 2.2(a).

 

2.3           Formsof Distribution.  Unless theParticipant’s interest is distributed in the form of a single sum on or beforethe required beginning date, as of the first distribution calendar yeardistributions will be made in accordance with sections 3 and 4 of this ModelAmendment.

 

**Section3.  Required Minimum DistributionsDuring Participant’s Lifetime.**

 

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

 

(a) the quotient obtained by dividing the Participant’s account balance bythe distribution period in the Uniform Lifetime Table set forth in section1.401(a)(9)-9 of the Treasury regulations, using the Participant’s age as ofthe Participant’s birthday in the distribution calendar year; or

 

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

 

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

 

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

 

**Section4.  Required Minimum Distributions AfterParticipant’s Death.**

 

4.1.          DeathOn or After Date Distributions Begin.

 

(a)  ParticipantSurvived by Designated Beneficiary. If the Participant dies on or after the date distributions begin andthere is a designated Beneficiary, the minimum amount that will be distributedfor each distribution calendar year after the year of the Participant’s deathis the quotient obtained by dividing the Participant’s account balance by thelonger of the remaining life expectancy of the Participant or the remaininglife expectancy of the Participant’s designated Beneficiary, determined asfollows:

 

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

 

(2) If the Participant’s surviving spouse is the Participant’s soledesignated Beneficiary, the remaining life expectancy of the surviving spouseis calculated for each distribution calendar year after the year of theParticipant’s death using the surviving spouse’s age as of the spouse’sbirthday in that year.  For distributioncalendar years after the year of the surviving spouse’s death, the remaininglife expectancy of the surviving spouse is calculated using the age of thesurviving spouse as of the spouse’s birthday in the calendar year of thespouse’s death, reduced by one for each subsequent calendar year.

 

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

 

(b)  NoDesignated Beneficiary.  If theParticipant dies on or after the date distributions begin and there is nodesignated Beneficiary as of September 30 of the year after the year of theParticipant’s death, the minimum amount that will be distributed for eachdistribution calendar year after the year of the Participant’s death is thequotient obtained by dividing the Participant’s account balance by theParticipant’s remaining life expectancy calculated using the age of theParticipant in the year of death, reduced by one for each subsequent year.

 

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4.2.          DeathBefore Date Distributions Begin.

 

(a)  ParticipantSurvived by Designated Beneficiary. Except as provided below under “Elections,” if the Participant diesbefore the date distributions begin and there is a designated Beneficiary, theminimum amount that will be distributed for each distribution calendar yearafter the year of the Participant’s death is the quotient obtained by dividingthe Participant’s account balance by the remaining life expectancy of theParticipant’s designated Beneficiary, determined as provided in section 4.1 ofthis Model Amendment.

 

(b)  NoDesignated Beneficiary.  If theParticipant dies before the date distributions begin and there is no designatedBeneficiary as of September 30 of the year following the year of the Participant’sdeath, distribution of the Participant’s entire interest will be completed byDecember 31 of the calendar year containing the fifth anniversary of theParticipant’s death.

 

(c)  Deathof Surviving Spouse Before Distributions to Surviving Spouse Are Required toBegin.  If the Participant diesbefore the date distributions begin, the Participant’s surviving spouse is theParticipant’s sole designated Beneficiary, and the surviving spouse dies beforedistributions are required to begin to the surviving spouse under section2.2(a) of this Model Amendment, this section 4.2 will apply as if the survivingspouse were the Participant.

 

**Section5.  Definitions.**

 

5.1.          Designated Beneficiary.  The individual who is designated as theBeneficiary under section 8.5[e] of the Plan and is the designated Beneficiaryunder 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 minimumdistribution is required. For distributions beginning before the Participant’sdeath, the first distribution calendar year is the calendar year immediatelypreceding the calendar year which contains the Participant’s required beginningdate. For distributions beginning after the Participant’s death, the firstdistribution calendar year is the calendar year in which distributions arerequired to begin under section 2.2 of this Model Amendment.  The required minimum distribution for theParticipant’s first distribution calendar year will be made on or before theParticipant’s required beginning date. The required minimum distribution forother distribution calendar years, including the required minimum distributionfor the distribution calendar year in which the Participant’s requiredbeginning date occurs, will be made on or before December 31 of thatdistribution calendar year.

 

5.3.          Life Expectancy.  Life expectancy as computed by use of theSingle 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 yearimmediately preceding the distribution calendar year (valuation calendar year)increased by the amount of any contributions made and allocated or forfeituresallocated to the account balance as of dates in the valuation calendar yearafter the valuation date and decreased by distributions made in the valuationcalendar year after the valuation date. The account balance for the

 

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valuation calendar year includes any amountsrolled over or transferred to the Plan either in the valuation calendar year orin the distribution calendar year if distributed or transferred in thevaluation calendar year.

 

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

 

**ELECTIONS**

 

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

 

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

 

•              Ifthe Participant dies before distributions begin and there is a designatedBeneficiary, distribution to the designated Beneficiary is not required tobegin by the date specified in section 2.2 above, but the Participant’s entireinterest will be distributed to the designated Beneficiary by December 31 ofthe calendar year containing the fifth anniversary of the Participant’s death.If the Participant’s surviving spouse is the Participant’s sole designatedBeneficiary and the surviving spouse dies after the Participant but beforedistributions to either the Participant or the surviving spouse begin, thiselection 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 Beneficiariesto Elect 5-Year Rule.

 

•              Participantsor beneficiaries may elect on an individual basis whether the 5-year rule orthe life expectancy rule in sections 2.2 and 4.2 above, applies todistributions after the death of a Participant who has a designatedBeneficiary. The election must be made no later than the earlier of September30 of the calendar year in which distribution would be required to begin undersection 2.2 above, or by September 30 of the calendar year which contains thefifth anniversary of the Participant’s (or, if applicable, surviving spouse’s)death. If neither the Participant nor Beneficiary makes an election under thisparagraph, distributions will be made in accordance with sections 2.2 and 4.2above and, if applicable, the elections in Item 2 above.

 

Election to Allow Designated BeneficiaryReceiving Distributions Under 5-Year Rule to Elect Life ExpectancyDistributions.

 

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

 

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***ENDOF MODEL AMENDMENT***

 

IN WITNESS WHEREOF, the following person,being duly authorized by the Board of Directors of the Company, hereby approvesand 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      |

 

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