**Exhibit10.3.9**

AMENDMENTNUMBER NINE

TOTHE

ACCESSBANK PROFIT-SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN

 

MODEL AMENDMENTS UNDER CODE SECTION401(a)(31)(B)

AUTOMATIC ROLLOVEROF INVOLUNTARY CASH-OUT DISTRIBUTIONS

 

WHEREAS, the AccessBank Profit-Sharing and Employee Stock OwnershipPlan (the “Plan”) provides that AccessBank (the “Company”) has the power andright to amend the Plan:

 

NOW THEREFORE, the Company hereby amends the Plan by the adoption ofthe following model amendments issued by the Internal Revenue Service:

 

***I.             ThePlan hereby is amended by the addition of the following:***

 

MODEL AMENDMENT UNDER CODE SECTION 401(a)(31)(B)

 

        1.1.          Applicability.  The requirements of this Model Amendment areapplicable and effective only if the involuntary cash-out threshold specifiedin the Plan is greater than $1,000.

 

        1.2.          Effective Date.  The provisions of this Model Amendment willapply for purposes of making involuntary cash-out distributions to terminatedParticipants with vested account balances exceeding $1,000, effective March 28,2005.

 

        1.3.          Precedence.  The requirements of this Model Amendment willtake precedence over any inconsistent provisions of the Plan.  However, nothing in this Model Amendment willbe construed to offer or provide any optional form of distribution notavailable under the terms of the Plan.

 

        1.4           Mandatory Distribution.  In the event of a mandatory distributiongreater than $1,000 in accordance with the provisions of Section 8.4, if theParticipant does not elect to have such distribution paid directly to aneligible retirement plan specified by the Participant in a direct rollover orto receive the distribution directly in accordance with Sections 8.7 and8.4[b][1], then the Plan Administrator will pay the distribution in a direct rolloverto an individual retirement plan designated by the Plan Administrator.

 

***END OF MODEL AMENDMENT***

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IN WITNESSWHEREOF, the undersigned officers being duly authorized by the Board ofDirectors of AccessBank and Access Anytime Bancorp, Inc., hereby approve andadopt this Amendment as of the date first set forth below.

 
|                | ACCESSBANK                   |                  |
|---------------------|------------------------------|-----------------------|
|                |                         |                  |   |
|                | By:                          | /s/ Don K. Padgett    |   |
|                | Title:                       | President             |   |
|                | Date:                        | March 24, 2005        |   |
| Attest:             |                         |                  |   |
|                |                         |                  |   |
| /s/ Kathy Allenberg |                         |                  |   |
|                |                         |                  |   |
|                |                         |                  |   |
|                |                         |                  |   |
|                | ACCESS ANYTIME BANCORP, INC. |                  |
|                |                         |                  |   |
|                | By:                          | /s/ Norman R. Corzine |   |
|                | Title:                       | Chairman              |   |
|                | Date:                        | March 24, 2005        |   |
|                |                         |                  |   |
| Attest:             |                         |                  |   |
|                |                         |                  |   |
| /s/ Kathy Allenberg |                         |                  |   |

 

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