**Exhibit10.8.2**

**AMENDMENT**

**TO**

**EMPLOYMENTAGREEMENT**

 

 

                ThisAmendment to Employment Agreement (this “Amendment”) dated February 15th,2004, by and between FirstBank (the “Bank”), a federally chartered stocksavings bank, its parent holding company, Access Anytime BanCorp, Inc., aDelaware corporation (the “Company”), and Don K. Padgett (the “Officer”).  The Officer is President, Chief ExecutiveOfficer, and a Director of the Bank and has been duly elected to thesepositions.  Also, the Officer is Presidentand a Director of the Company and has been duly elected to thesepositions.  Any capitalized term used andnot otherwise defined herein shall have the meaning assigned to such term inthe Employment Agreement (as defined below).

 

**RECITALS**

 

                WHEREAS,the Bank, the Company and the Officer are parties to that Employment Agreement(the “Employment Agreement”) dated as of February 16, 2002, as amended December16, 2002; 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 toamend the Employment Agreement as follows:

 

                **1.             Term.**  The term of this Agreement shall be extendedfor a period one (1) year through December 31, 2006.

 

                **2.             Compensation.**

 

                                (a)           Section 4(a) shall be revised toreflect that the annual salary of the Officer shall be not less than OneHundred fifty Thousand Dollars ($150,000) 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 DiscretionaryBonus for 2003 performance shall be at least Twenty-Five Thousand Dollars($25,000).”

 

 

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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:

 

 

                “**6.           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.

 

                                (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) for theremaining term of the Agreement in cash or stock at closing, or paid out overthe remainder of the term of the Agreement.”

 

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

 

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

 

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| **First Bank** | **Access Anytime BanCorp, Inc.** |
|----------------|----------------------------------|
|           |                             |
| By:            | /s/ R. Chad Lydick               |   | By: | /s/ Norman R. Corzine |   |
| Its:           | Chairman of the Board            |   | Its: | Chairman of the Board |   |
|           |                             |
| **Officer**    |                             |
|           |                             |
| By:            |  /s/ Don K. Padgett         |   |   |
|           | Don K. Padgett                   |   |
|           |                             |

 

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