**Exhibit10.7.6**

**AMENDMENT**

**TO**

**EMPLOYMENTAGREEMENT**

 

 

                ThisAmendment to Employment Agreement (this “Amendment”) dated March 1, 2005, byand between ACCESSBANK (the “Bank”), a federallychartered stock savings bank, its parent holding company, Access Anytime BanCorp,Inc., a Delaware corporation (the “Company”), and Norman R. Corzine (the “Officer”).  The Officer is Executive Vice President,Chief Investment Officer, and a Director (Vice Chairman) of the Bank and hasbeen duly elected to these positions. Also, the Officer is Chairman, Chief Executive Officer, and a Directorof 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,the Bank, 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; February 15, 2004, and

 

                WHEREAS,the parties 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 to amendthe Employment Agreement as follows:

 

                **1.             Term.**  The term of this Agreement shall be extendedfor a period one (1) year through December 31, 2007.

 

                **2.             Compensation.**

 

                                (a)           Section 4(a) shall be revised toreflect that the annual salary of the Officer shall be not less than OneHundred Ninety Thousand Dollars ($190,000) per annum.

 

                                (b)           The last sentence of Section 4(b)shall be deleted in its entirety and replaced with the following:  “The allocation of the Board’s Discretionary andPerformance Bonus for 2005 performance shall be no greater than Fifty Thousand Dollars($50,000).”

 

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                **3.             Termination by theOfficer.**

 

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

 

                **4.             Termination by theOfficer.**

 

                                (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 for Good Reason.  The Officer shall exercise his right toterminate his employment for Good Reason by giving the Bank/Company promptwritten notice of termination specifying in reasonable detail the circumstancesconstituting such Good Reason and specifying such date of termination as theOfficer shall determine.

 

                                (c)           Compensation and Benefits DueOfficer.  In the event of atermination for Good Reason, the Bank/Company shall pay to the Officer salaryand employee benefits for the balance of the term of the Agreement and afterthe term of the Agreement, the Bank/Company shall continue to cover Employee anddependent 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’stermination of his employment is that another corporation or entity acquiresall or substantially all of the business of the Bank/Company, Officer mayrequest that he be paid a balance due Officer under Section 4(a) and 2(a) ofthis amendment for the remaining term of the Agreement in cash or stock atclosing, or paid out over the remainder of the term of the Agreement.”

 

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

 

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                INWITNESS WHEREOF, the parties have executed this Agreement on the date firstabove written.

 
| **A****CCESS****B****ANK** | **Access Anytime BanCorp, Inc.** |
|----------------------------|----------------------------------|
|                       |                             |
| By:                        | /s/ Robert C. Lydick             |   | By: |  /s/ Don K. Padgett |
| Its:                       | Chairman                         | Its: | President |
| 3/1/05                     | 3/1/05                           |
|                       |                             |
| **Officer**                |                             |
|                       |                             |
| By:                        | /s/ Norman R. Corzine            |   |   |
|                       | Norman R. Corzine                |   |
|                       | 3/1/05                           |   |

 

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