**Exhibit10.10.3**

 

**RESOLUTIONA03-20****ACCESS ANYTIME BANCORP, INC.**(the “Company”)

 

**AMENDMENT NO. 3TO THEACCESS ANYTIME BANCORP, INC.NON-EMPLOYEE DIRECTOR RETAINER PLAN**

 

This Amendment No. 3 is made by Access AnytimeBancorp, Inc. (the “Company”) to be effective as of July, 1, 2003.

 

**WHEREAS**, the Access Anytime Bancorp, Inc.Non-Employee Director Retainer Plan (the “Plan”) was approved by the Company’sshareholders on May 30, 1997, and became effective on that date; and

 

**WHEREAS**, Amendment No. 1 to the Plan,providing that non-employee directors of subsidiaries or affiliates may beparticipants in the Plan, was approved by the Company’s shareholders on April26, 2001, and became effective on that date; and

 

**WHEREAS**, Amendment No. 2 to the Plan, (1)providing that non-employee directors of an Approved Subsidiary have the optionto elect not to participate in the Plan and therefore receive all of theirCompensation in cash, and (2) clarifying that the Plan does not awardfractional Stock Units was executed on July 1, 2003; and

 

**WHEREAS**, the Company reserves the right toamend the Plan pursuant to Section 6.4, including the right to makenon-material amendments to the Plan that do not require approval of theCompany’s shareholders; and

 

**WHEREAS**, the Company desires to amend thePlan to provide that the Board of Directors of the Company (the “Board”) maysuspend the Plan from time-to-time and provide that, until further action bythe Board, all Compensation shall be payable only in cash to all

 

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eligible Participants in the Plan, *i.e.* all of the non-employee directors ofthe Company and any Approved Subsidiary.

 

**NOW THEREFORE**, the Company hereby amendsthe Plan as follows:

 

1.                                       SectionII of the Plan is amended by adding the following sentence to the end of the section:

 

Notwithstanding anything to the contrary in the Plan,the Board reserves the right to suspend, from time-to-time, the award of StockUnits under the Plan so that Compensation is payable solely in cash and noawards of Stock Units shall be made under the Plan until the Board declaresotherwise.

 

2.                                       Capitalizedterms used and not otherwise defined in this Amendment No. 3 shall have themeanings set forth in the Plan.

 

**IN WITNESS WHEREOF**, Access Anytime Bancorp,Inc. has caused this Amendment No. 3 to the Non-Employee Director Plan to beexecuted by an authorized officer and to be effective as of July 1, 2003.

 

 
|    |                                 | **ACCESS  ANYTIME BANCORP, INC.** |
|---------|--------------------------------------|-----------------------------------|
|    |                                 |                              |
| (Seal)  |                                 |                              |
|    |                                 |                              |
|    |                                 | By                                | /s/ Norman R.  Corzine |   |
|    |                                 | Name:                             | Norman R.  Corzine |   |
|    |                                 | Title:                            | Chairman of the  Board |   |
| Attest: | /s/ Kathy Allenberg                  |                              |   |
|    | Kathy Allenberg, Corporate Secretary |                              |   |
|         |                                      |                                   |  |  |  |  |  |

 

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