**Exhibit 10.3.6**

 

AMENDMENT NUMBER SIX

TO THE

FIRSTBANK PROFIT SHARING AND EMPLOYEE STOCKOWNERSHIP PLAN

 

WHEREAS,Section 13.1[b] of the FirstBank Profit Sharing and Employee StockOwnership Plan (the “Plan”) provides that the Company may amend the Plan.

 

NOWTHEREFORE, the Company hereby amends the Plan by the adoption of followingamendments:

 

*1.**                                     **Section 5.1[c] is amended toread in its entirety, effective January 1, 2004:*

 

[c]                                  **Non-ESOP Matching Contributions:**                                           The Company’sNon-ESOP Matching Contribution will be allocated to each Participant as apercentage of such Participant’s elective deferral contributions to the Planfor the Plan Year.  A Participant willbe entitled to share in the allocation of the Non-ESOP Matching Contributionfor the Plan Year if, during the Plan Year, the Participant completes 1,000 ormore Hours of Service and is employed by the Company on the last day of thePlan Year.  For the first Plan Year ofparticipation in the Plan, the 1,000 Hours of Service requirement in thepreceding sentence will be prorated based on the number of days the Participantwas employed during that Plan Year. However, Non-ESOP Matching Contributions for the Plan Year in which aParticipant attains Normal Retirement Age, Early Retirement Age, or Late RetirementAge and terminates employment, or dies, will be allocated to such Participantregardless of the Hours of Service the Participant completes during such PlanYear and regardless of whether the Participant is employed on the last day ofthe Plan Year.

 

2*.**                                      **Effective January 1, 2004,Section 5.1[d] is renumbered to read Section 5.1[e] andSection 5.1[e] is renumbered to read Section 5.1[f].*

 

*3.**                                     **New Section 5.1[d] is addedto the Plan to read in its entirety, effective January 1, 2004:*

 

[d]                                 **ESOP Matching Contributions:**                     The Company’s ESOP MatchingContribution will be allocated to each Participant per the ratio that theParticipant’s Compensation for the Plan Year bears to total Compensation of allParticipants entitled to share in the allocation of the ESOP MatchingContribution for the Plan Year.  AParticipant will be entitled to share in the allocation of the ESOP MatchingContribution for the Plan Year if, during the Plan Year, the Participant makeselective deferral contributions to

 

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the Plan that are equal to or greater than 2% of hisor her Compensation, the Participant completes 1,000 or more Hours of Service,and the Participant is employed by the Company on the last day of the PlanYear.  For the first Plan Year ofparticipation in the Plan, the 1,000 Hours of Service requirement in thepreceding sentence will be prorated based on the number of days the Participantwas employed during that Plan Year. However, ESOP Matching Contributions for the Plan Year in which aParticipant attains Normal Retirement Age, Early Retirement Age, or LateRetirement Age and terminates employment, or dies, will be allocated to suchParticipant regardless of the Hours of Service the Participant completes duringsuch Plan Year and regardless of whether the Participant is employed on thelast day of the Plan Year.

 

*4.**                                     **Renumbered Section 5.1[e] ofthe Plan is amended to read in its entirety, effective January 1, 2004:*

 

[e]                                  **Allocation of Forfeitures:**      To the extent thatforfeitures of Participants’ forfeitable Accounts are not subject to therestoration provisions of sections 5.4[h] and 8.4, forfeitures of aParticipant’s forfeitable account will be allocated as follows: Forfeituresattributable to Non-ESOP Matching Contributions will be used to reduce theCompany’s Non-ESOP Matching Contribution to the Plan for the Plan Year in whichthe forfeiture occurs.  Forfeituresattributable to ESOP Matching Contributions will be allocated as additionalESOP Matching Contributions for the Plan Year in which the forfeitureoccurs.  Forfeitures attributable toProfit-Sharing Contributions will be allocated as additional Profit-SharingContributions under section 5.1[a].

 

*5.**                                     **Section 4.1[b] is amended byinserting the following at the end of the last sentence, effectiveJanuary 1, 2004:*

 

Matching Contributions made to the ESOP Accounts in the Plan shall bereferred to as “ESOP Matching Contributions” and all other MatchingContributions shall be referred to as “Non-ESOP Matching Contributions.”  The term “Matching Contributions”hereinafter refers to ESOP Matching Contributions and Non-ESOP MatchingContributions collectively, unless otherwise indicated.

 

*6.**                                     **Any inconsistent**provisions of the Plan shall be read consistent with this amendment.*

 

IN WITNESS WHEREOF, the undersigned officers beingduly authorized by the Board of Directors of FirstBank and Access AnytimeBancorp, Inc., hereby approve and adopt this Amendment as of the date first setforth below.

 

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|                          | FIRSTBANK                    |
|-------------------------------|------------------------------|
|                          |                         |
|                          | By:                          |  /s/ Don K. Padgett |   |
|                          |                         |
|                          | Title:                       | President |   |
|                          |                         |
|                          | Date:                        | 03/26/04 |   |
|                          |                         |
| Attest:                       |                         |
|                          |                         |
| /s/  Kathy Allenberg 03/26/04 |                         |   |
|                          |                         |
|                          |                         |
|                          | ACCESS ANYTIME BANCORP, INC. |
|                          |                         |
|                          | By:                          | /s/ Norman R. Corzine |   |
|                          |                         |
|                          | Title:                       | Chairman of the Board |   |
|                          |                         |
|                          | Date:                        | 03/26/04 |   |
|                          |                         |
| Attest:                       |                         |
|                          |                         |
| /s/  Kathy Allenberg 03/26/04 |                         |   |
|                               |                              |  |  |  |  |  |  |  |  |  |  |

 

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