AGREEMENT FOR INFORMATION

                               TECHNOLOGY SERVICES

                                     BETWEEN

                              FIDELITY FEDERAL BANK

                                       AND

                       ELECTRONIC DATA SYSTEMS CORPORATION

                                       AND

                         EDS INFORMATION SERVICES L.L.C.

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                  AGREEMENT FOR INFORMATION TECHNOLOGY SERVICES

         THIS AGREEMENT FOR INFORMATION TECHNOLOGY SERVICES ("Agreement") is
between Electronic Data Systems Corporation ("EDS"), a Delaware corporation with
an address at 5400 Legacy Drive, Plano, Texas 75024, EDS Information Services
L.L.C., ("EIS") a Delaware limited liability company with an address at 5400
Legacy Drive, Plano, Texas 75024, (all references to EDS in this Agreement will
be deemed to include EIS) and FIDELITY FEDERAL BANK ("CUSTOMER"), A FINANCIAL
INSTITUTION WITH AN ADDRESS AT 600 NORTH BRAND BOULEVARD, GLENDALE, CA 91203.

         WHEREAS, Customer desires to purchase certain information technology
services from EDS, itself and through various of EDS' indirect, wholly-owned,
United States-based subsidiaries, including EIS.

         NOW, THEREFORE, Customer and EDS hereby agree as follows:

                             ARTICLE I - DEFINITIONS

1.1   Definitions.  In this Agreement:

      (a)   "Additional Services" are the Services described in Section 3.1(d).

      (b)   "Basic Services" are the Services listed in Schedule A.

      (c)   "Business Day" is each weekday, Monday through Friday, which is not
            a holiday of Customer.

      (d)   "Conversion Services" are the Services described in Section 3.1(c).

      (e)   "Customer Systems" are the Systems listed in Schedule D to be
            provided by Customer for use in conjunction with EDS Systems.

      (f)   "Data Center" is the space at one or more locations where EDS
            performs Services, excluding Customer locations.

      (g)   "EDS Systems" are all Systems, except for Systems provided by
            Customer, used by EDS to provide Services, including without
            limitation any improvements, modifications, or enhancements made by
            EDS to any System and provided to Customer under this Agreement.

      (h)   "Effective Date" is the date that this Agreement is executed by EDS
            pursuant to Section 9.10.

      (i)   "Equipment" is all telecommunications lines, modems, and other
            equipment, including without limitation terminals, control units,
            ports, logical units, and all related data transmission services
            required by EDS for Customer to access the EDS Systems, transmit
            data to EDS, and receive reports and other output from EDS.

      (j)   "Initial Term" is defined in Section 2.1.

      (k)   "Operational Date" is the later of (i) the Effective Date, or (ii)
            the first day of the calendar month in which any Conversion Services
            are completed and Customer has the capability to input transactions
            or data for processing by EDS.

      (l)   "Optional Services" are the Services listed in Schedule B.

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      (m)   "PC Software" means, if applicable, the PC-based software
            applications to be utilized by Customer in connection with the
            Services, as such software applications are described in Schedule A.

      (n)   "Renewal Terms" is defined in Section 2.1.

      (o)   "Service" or "Services" are all of the services to be provided by
            EDS under this Agreement, which include the Basic Services, Optional
            Services, Conversion Services, and Additional Services.

      (p)   "System" or "Systems" are (i) computer programs, including without
            limitation software, firmware, application programs, operating
            systems, files, and utilities; (ii) supporting documentation for
            such computer programs, including without limitation input and
            output formats, program listings, narrative descriptions, operating
            instructions and procedures, user and training documentation,
            special forms, and source code; and (iii) the tangible media upon
            which such programs are recorded, including without limitation
            chips, tapes, disks, and diskettes.

      Other terms are defined elsewhere in this Agreement.


                                ARTICLE II - TERM

2.1   TERM. This Agreement will begin on the Effective Date and, unless
      terminated earlier under Section 7.2, 7.3, 7.4, 7.5, or 9.5, will continue
      for a period of five (5) years from the Operational Date (the "Initial
      Term"). Unless either party gives the other party written notice of intent
      to terminate, at least twelve (12) months prior to the expiration date of
      the Initial Term, then this Agreement will automatically renew for an
      additional two (2) years (the "Renewal Term"). Thereafter, unless either
      party gives the other party written notice of intent to terminate, at
      least twelve (12) months prior to the expiration date of the Renewal Term,
      then this Agreement will automatically renew for an additional two (2)
      years and continue until either party terminates this Agreement under the
      foregoing terms.


                       ARTICLE III - EDS RESPONSIBILITIES

3.1   SERVICES PROVIDED. EDS or its subcontractors will provide Customer with
      the following Services:

      (a)   BASIC SERVICES. Customer's requirements for Basic Services.

      (b)   OPTIONAL SERVICES. The Optional Services that Customer requests and
            EDS agrees to provide.

      (c)   CONVERSION SERVICES. On a mutually agreeable schedule EDS will
            provide those services and instructions ("Conversion Services")
            reasonably required for Customer to convert to and use the EDS
            Systems. Customer will cooperate in the conversion effort and timely
            provide whatever information, data, clerical and office support,
            management decisions, approvals, and signoffs that EDS reasonably
            requires. According to a plan to be developed by Customer and EDS,
            EDS will train a mutually designated group of Customer's personnel
            in the proper use of the EDS Systems to enable such personnel to
            train Customer's user personnel in the use of the EDS Systems.
            Customer will cooperate with EDS in scheduling training in
            conjunction with Customer's conversion to the EDS Systems.

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      (d)   ADDITIONAL SERVICES. If Customer requests EDS to perform any Service
            which is not a Basic Service, an Optional Service, or a Conversion
            Service, then EDS may provide such service as an "Additional
            Service".

3.2   GENERAL TERMS RELATING TO SERVICES.  EDS will:

      (a)   Beginning on the Operational Date, operate the EDS Systems at the
            Data Center, and accept data and other input from Customer. EDS will
            make daily, monthly, and other reports and output, including
            specially requested reports, available to Customer at the Data
            Center for delivery or transmit them to Customer, subject to
            Customer's timely delivery or transmission of data and other input
            to the Data Center for processing. EDS will provide the Services in
            accordance with the schedule provided to Customer by EDS upon
            commencement of the Services, which may be updated by EDS from time
            to time. EDS will not be responsible for the loss of any input or
            output during transit.

      (b)   Provide all Equipment at Customer's expense, including related
            shipping, installation, and maintenance charges, and advise Customer
            on the compatibility of its Equipment with the EDS Systems. Customer
            may elect, with EDS' approval, to provide such Equipment at
            Customer's expense, subject to charges for Additional Services
            required for EDS Systems access or configuration.

      (c)   Provide for Customer's use one copy of EDS' standard user
            documentation and one copy of any revisions describing the
            preparation of input for and use of output from the EDS Systems.
            Such documentation will address the reports provided under this
            Agreement. Upon Customer's request, EDS will provide additional
            copies of such documentation at EDS' then standard charges.

      (d)   Correct any errors in customer files that result in errors in
            reports or other output where such errors (i) are due solely to
            either malfunctions of EDS' equipment or the EDS Systems or errors
            of EDS' operators, programmers, or other personnel, and (ii) are
            called to EDS' attention within the time frames specified in Section
            4.3. EDS will, to the extent reasonably practicable, correct any
            other errors as an Additional Service.

      (e)   Provide standard EDS forms for use at the Data Center.

      (f)   Establish, modify, or substitute from time to time any Equipment,
            processing priorities, programs, or procedures used in the operation
            of the EDS Systems or the provision of the Services that EDS
            reasonably deems necessary, and notify Customer of any such changes
            that will affect Customer's operations.

      (g)   With respect to Year 2000, as part of the Services, EDS will use
            commercially reasonable efforts (a) with respect to EDS Systems
            which are proprietary to EDS, to provide those improvements and
            enhancements to such Systems so that they will maintain the
            functionality existing as of the Effective Date taking into account
            any processing, accepting, calculating, writing and outputting of
            times or dates, or both, whether before, on or after 12:00 a.m.
            January 1, 2000, and any time periods determined or to be determined
            based on any such times or dates, or both, and (b) with respect to
            EDS Systems which are not proprietary to EDS, to obtain from the
            third party vendor thereof, those improvements and enhancements to
            such Systems so that they will maintain the functionality existing
            as of the Effective Date taking into account any processing,
            accepting, calculating, writing and outputting of times or dates, or
            both, whether before, on or after 12:00 a.m. January 1, 2000, and
            any time periods determined or to be determined based on any such
            times or dates, or both. Customer acknowledges and agrees that EDS
            will not be responsible for (i) changes, modifications, updates or

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            enhancements to, and any inaccuracies, delays, interruptions or
            errors caused by, interfaces between the EDS Systems and any
            software or systems which EDS does not operate or maintain as part
            of the Services, (ii) any inaccuracies, delays, interruptions or
            errors occurring as a result of incorrect data or data from other
            systems, software, hardware, processes or third parties provided in
            a format that is inconsistent with the format and protocols
            established for EDS Systems including date data in two digit format,
            even if such data is required for the operation of the EDS
            proprietary software or systems, and (iii) any inaccuracies, delays,
            interruptions or errors occurring as a result of incorrect data or
            data from telecommunication hardware or systems.

3.3   AUDITS. EDS will provide auditors and inspectors that Customer designates
      in writing with reasonable access to the Data Center for the limited
      purpose of performing audits or inspections of Customer's business. EDS
      will provide to such auditors and inspectors reasonable assistance, and
      Customer will compensate EDS for any Additional Services provided in
      connection with the audit or inspection. EDS will not be required to
      provide access to data of other EDS customers.

3.4   REGULATORY COMPLIANCE. EDS will endeavor to maintain the EDS Systems so
      that they will not be disapproved by any federal or state regulatory
      authority with jurisdiction over Customer's business. If Customer believes
      that any modifications to the EDS Systems are required under any laws,
      rules, or regulations, Customer will promptly so inform EDS. EDS will
      perform any modifications to the EDS Systems or recommend changes to
      operating procedures of Customer that EDS determines are necessary or
      desirable; provided, that if any such changes or modifications result in a
      significant increase in EDS' cost of providing Services, EDS will be
      entitled to increase the charges under this Agreement by an amount that
      reflects a pro rata allocation of EDS' increased cost among the applicable
      EDS customers. New or enhanced EDS System features, functions, reports, or
      other Services that may result from such modifications or recommendations
      may be provided as an Additional Service. Notwithstanding the foregoing,
      Customer acknowledges that the EDS Systems may, from time to time, consist
      in part of System(s) licensed by EDS from third-party vendor(s) and,
      therefore, EDS shall have no duty or responsibility to modify any such
      third-party System under this Section, except to the extent that the
      vendor thereof has such a duty or responsibility to modify such System
      pursuant to the applicable license agreement between EDS and such vendor.

3.5   FINANCIAL STATEMENTS AND EDP AUDIT. Upon request, EDS will provide at no
      charge one copy of EDS' most recent audited financial statements to
      Customer. Upon request, EDS will also provide to Customer one copy of EDS'
      most recent independent Data Center EDP audit at EDS' then standard charge
      for such copy.

3.6   PC SOFTWARE. EDS will either (i) license to Customer or (ii) arrange with
      the appropriate third party vendor for a direct license, or a sublicense
      through EDS, to Customer of the PC Software. Customer will execute any
      such license or sublicense that may be required by such vendor and will be
      responsible for compliance with all terms and conditions thereof. Such
      license or sublicense will provide for Customer to have the use of the PC
      Software at all times during the term of this Agreement.


                     ARTICLE IV - CUSTOMER RESPONSIBILITIES

4.1   MAINTENANCE OF EQUIPMENT. Customer will maintain all Equipment owned or
      leased by Customer in good working order in accordance with manufacturer's
      specifications.

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4.2   PROVISION OF CUSTOMIZED FORMS. Unless otherwise agreed in writing,
      Customer will provide or pay for all customized forms required by
      Customer. These forms will conform to EDS' reasonable specifications.
      Customer will also provide all forms produced or printed at Customer's
      premises and required for the performance of Services, or will pay
      mutually agreed charges to EDS for such forms if provided by EDS at
      Customer's request.

4.3   CORRECTION OF REPORTS AND OUTPUT. Customer will balance reports to verify
      master file information and will inspect and review all reports and other
      output (whether printed, microfiched or electronically transmitted)
      created from data provided by Customer to EDS. Customer will reject all
      incorrect reports or output (i) within two Business Days after receipt of
      daily reports or output, (ii) within five Business Days after receipt of
      annual, quarterly, or monthly reports or output, and (iii) within three
      Business Days after receipt of all other reports or output.

4.4   PROVISION OF DATA. Customer will be responsible for the quality and
      accuracy of all data and other input provided to EDS. EDS may, at its
      option, return to Customer for correction before processing any data
      submitted by Customer which is incorrect, illegible, or not in proper
      form. If Customer does not provide its data to EDS in accordance with EDS'
      specified format and schedule, EDS will use reasonable efforts to
      reschedule and process the data as promptly as possible. Related expenses
      incurred by EDS will be charged to Customer.

4.5   USE OF SYSTEM, PROCEDURES, ETC. Customer will comply with all operating
      instructions for the EDS Systems which are issued by EDS from time to
      time. Except as otherwise provided in this Agreement, Customer will be
      responsible for the supervision, management, and control of its use of the
      EDS Systems, including without limitation (i) implementing sufficient
      procedures to satisfy its requirements for the security and accuracy of
      the data and other input Customer provides, (ii) implementing reasonable
      procedures to verify reports and other output from EDS within the time
      frames specified in Section 4.3, and (iii) specifying the methods of
      accrual calculation to be used by EDS in providing the Services from the
      options available in the EDS Systems.

4.6   CUSTOMER SYSTEMS. Customer will provide, at Customer's expense, the
      Customer Systems. Customer will be responsible for any license or
      maintenance fees related to providing the Customer Systems for use by EDS
      in connection with the Services. Customer will, at Customer's expense,
      ensure that the Customer Systems are at all times compatible with the EDS
      Systems and EDS will have no liability hereunder for any delay or failure
      to perform Services which arises as a result of the failure of Customer to
      maintain any Customer System so that it is compatible with the EDS
      Systems.

4.7   PC SOFTWARE.

      (a)   Notwithstanding Section 3.2(b), Customer will, at Customer's
            expense, provide and be responsible for all Equipment required for
            Customer to use the PC Software ("PC Software Equipment").

      (b)   Without EDS' prior written consent, Customer will not (i) install
            any System other than the PC Software on the applicable PC Software
            Equipment; (ii) sell, assign, lease, transfer, or disclose to any
            third party the PC Software, (iii) use the PC Software for the
            commercial benefit of any third party; (iv) copy or reproduce the PC
            Software; or (v) reverse assemble, reverse compile, or otherwise
            recreate the PC Software. Customer may transfer its use of the PC
            Software to a backup or replacement system to the PC Software
            Equipment on a temporary or permanent basis provided Customer gives
            prior written notice to EDS and discontinues use of the PC Software
            on the applicable PC Software Equipment.

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                           ARTICLE V - PAYMENTS TO EDS

5.1   SERVICE CHARGES. Customer will pay EDS for the Services as follows:

      (a)   For Basic Services, the monthly charges listed in Section 1 of
            Schedule C.

      (b)   For Conversion Services, the applicable conversion charge listed in
            Section 2 of Schedule C.

      (c)   For Optional Services, the monthly charges listed in Schedule B.

      (d)   For Additional Services, EDS' then standard charges for such
            Services, or, if EDS then has no standard charges for such Services,
            upon whatever other basis that the parties agree.

5.2   ADDITIONAL CHARGES. Customer will also pay EDS the following, if
      applicable:

      (a)   All costs incurred by EDS (i) in mailing reports or other output to
            Customer, its customers, or third parties, and (ii) in transporting,
            shipping, or delivering reports, output, or input between the Data
            Center and Customer's locations.

      (b)   All actual, out-of-pocket costs and expenses, including, without
            limitation, travel and travel-related expenses, which are incurred
            by EDS in providing Services when incurred at Customer's request.

      (c)   Any other charges expressly provided in this Agreement.

      (d)   All taxes, however designated or levied, based upon any charges
            under this Agreement, or upon this Agreement or the Systems,
            Services, or materials provided hereunder, or their use, including
            without limitation state and local privilege or excise taxes based
            on gross revenue, sales and use taxes, and any taxes or amounts in
            lieu thereof paid or payable by EDS in respect of the foregoing,
            exclusive, however, of franchise taxes and taxes based on the net
            income of EDS.

5.3   TIME OF PAYMENT. All charges under this Agreement will be due and payable
      within ten days of invoice date. Any charges not paid within thirty days
      of invoice date will bear interest until paid at a rate equal to the
      lesser of 1.5% per month or the maximum interest rate allowed by
      applicable law. Customer authorizes EDS to collect charges for Services
      through applicable clearing house procedures.

5.4   ANNUAL ADJUSTMENT TO CHARGES. The charges set forth in Section 5.1 will be
      subject to the adjustments described in Schedule E.


                         ARTICLE VI - SYSTEMS, DATA, AND
                                 CONFIDENTIALITY

6.1   EDS SYSTEMS. All EDS Systems are and will remain the exclusive property of
      EDS or licensors of such EDS Systems, as applicable, and, except as
      expressly provided in this Agreement, Customer shall have no ownership
      interest or other rights in any EDS System. Customer acknowledges that the
      EDS Systems include EDS proprietary information and agrees to keep the EDS
      Systems confidential at all times. Upon the expiration or termination of
      this Agreement, Customer will return all copies of all items relating to
      the EDS Systems which are in the possession of Customer and certify to EDS
      in writing that Customer has retained no material relating to the EDS
      Systems.

6.2   CUSTOMER'S INFORMATION. Information relating to Customer or its customers
      contained in Customer's data files is the exclusive property of Customer
      and EDS will only be the custodian of that information. EDS agrees to hold
      in confidence all proprietary information of Customer and its customers
      provided to EDS in accordance with Section 6.3. However, upon the request
      of any appropriate federal or state regulatory authority with jurisdiction

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      over Customer's business and after EDS has, when reasonably possible,
      notified Customer of such request, EDS will allow such authority access to
      all records and other information of Customer and its customers in the
      possession of EDS and provide as an Additional Service any related
      assistance that is required. Promptly after the termination or expiration
      of this Agreement and the payment to EDS of all sums due and owing,
      including without limitation any amounts due under Sections 7.6 or 7.7,
      EDS will, at Customer's request and expense, return to Customer all of
      Customer's information, data, and files in EDS' then standard
      machine-readable format and media.

6.3   CONFIDENTIALITY. Except as otherwise provided in this Agreement, EDS and
      Customer each agree that all information communicated to one by the other
      or the other's affiliates, whether before or after the Effective Date,
      will be received in strict confidence, will be used only for purposes of
      this Agreement, and except for the requirements of Section 6.2 will not be
      disclosed by the recipient party, its agents, subcontractors, or employees
      without the prior written consent of the other party. Each party agrees to
      take all reasonable precautions to prevent the disclosure to outside
      parties of such information, including, without limitation, the terms of
      this Agreement, except as required by legal, accounting, or regulatory
      requirements beyond the reasonable control of the recipient party. If
      Customer is required to disclose any proprietary information of EDS in
      accordance with any such legal, accounting, or regulatory requirements,
      then Customer will promptly notify EDS of such requirement and will
      cooperate with EDS (at EDS' expense) in EDS' efforts, if any, to avoid or
      limit such disclosure (including, without limitation, obtaining an
      injunction or an appropriate redaction of the proprietary information in
      question). The provisions of this Section will survive the expiration or
      termination of this Agreement for any reason.

6.4   SAFEGUARDING DATA INTEGRITY. EDS will maintain internal computer data
      integrity safeguards (such as access codes and passwords) to protect
      against the accidental or unauthorized deletion or alteration of
      Customer's data in the possession of EDS. EDS will provide additional
      internal computer data integrity safeguards that Customer reasonably
      requests as an Additional Service. EDS will also employ and maintain
      controlled access systems in the Data Center.

6.5   CONTINGENCY PLANNING. The parties' will perform the following regarding
      contingency planning:

      (a)   EDS will develop, maintain and, as necessary in the event of a
            disaster, execute a disaster recovery plan (the "EDS Plan") for the
            Data Center and will provide to Customer and its auditors and
            inspectors such access to the EDS Plan as Customer may reasonably
            request from time to time. EDS will not be required to provide
            access to information of other EDS customers.

      (b)   Customer will develop, maintain and, as necessary in the event of a
            disaster, execute a business resumption plan (the "Customer Plan")
            for all Customer locations and the telecommunications links between
            the Customer locations and the Data Center and will provide to EDS
            such access to the Customer Plan as EDS may reasonably request from
            time to time.

      (c)   EDS will provide to Customer such information as may be reasonably
            required for Customer to assure that the Customer Plan is compatible
            with the EDS Plan.

      (d)   Each party will be responsible for the training of its own personnel
            as required in connection with all applicable contingency planning
            activities.

      (e)   Each party's contingency planning activities will comply, as
            appropriate, with such of the following regulatory policies as may
            be applicable to Customer's business, as the same may be amended or
            replaced from time to time: (i) Federal Deposit Insurance
            Corporation Bank Letter BL-22-89 dated July 14, 1989; (ii) Federal
            Reserve System Supervision and Regulation Number SR 89-16 dated
            August 1, 1989; and (iii) Office of the Comptroller of the Currency

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            Banking Circular Number BC177 dated July 12, 1989. If compliance
            with any amendments or replacements of the policies listed above
            would significantly increase EDS' cost of providing Services, EDS
            will be entitled to increase the charges under this Agreement by an
            amount that reflects a pro rata allocation of EDS' increased cost
            among the applicable EDS customers.


                          ARTICLE VII - TERMINATION AND
                                 RELATED MATTERS

7.1   ARBITRATION. Any dispute, controversy, or claim arising out of, connected
      with, or relating to this Agreement, or the breach, termination, validity,
      or enforceability of any provision of this Agreement, will be resolved by
      final and binding arbitration by a panel of three arbitrators in
      accordance with and subject to the Commercial Arbitration Rules of the
      American Arbitration Association ("AAA") then in effect. Following notice
      of a party's election to require arbitration, each party will within
      thirty days select one arbitrator, and those two arbitrators will within
      thirty days thereafter select a third arbitrator. If the two arbitrators
      are unable to agree on a third arbitrator within thirty days, the AAA will
      within thirty days thereafter select such third arbitrator. Discovery as
      permitted by the Federal Rules of Civil Procedure then in effect will be
      allowed in connection with arbitration to the extent consistent with the
      purpose of the arbitration and as allowed by the arbitrators. Judgment
      upon the award rendered in any arbitration may be entered in any court of
      competent jurisdiction, or application may be made to such court for a
      judicial acceptance of the award and an enforcement, as the law of the
      state having jurisdiction may require or allow. During any arbitration
      proceedings, EDS will continue to provide Services, and Customer will
      continue to make payments to EDS in accordance with this Agreement. The
      fact that arbitration is or may be allowed will not impair the exercise of
      any termination rights under this Agreement.

7.2   TERMINATION DUE TO ACQUISITION. If fifty percent or more of the stock or
      assets of Customer are acquired by another person or entity, whether by
      merger, reorganization, sale, transfer, or other similar transaction, then
      EDS and Customer will negotiate in good faith the terms and conditions
      upon which this Agreement may be modified to accommodate such transaction.
      If the parties are unable to agree upon such modification, either party
      upon written notice to the other may terminate this Agreement upon the
      consummation of such acquisition or on a mutually agreeable date
      thereafter.

7.3   TERMINATION FOR NON-PAYMENT. If Customer defaults in the payment of any
      charges or other amounts due under this Agreement and fails to cure such
      default within ten days after receiving written notice specifying such
      default, then EDS may, by giving Customer at least thirty days prior
      written notice thereof, terminate this Agreement as of a date specified in
      such notice.

7.4   TERMINATION FOR CAUSE. If either party materially defaults in its
      performance under this Agreement, except for non-payment of amounts due to
      EDS, and fails to either substantially cure such default within ninety
      days after receiving written notice specifying the default or, for those
      defaults which cannot reasonably be cured within ninety days, promptly
      commence curing such default and thereafter proceed with all due diligence
      to substantially cure the default, then the party not in default may, by
      giving the defaulting party at least thirty days prior written notice
      thereof, terminate this Agreement as of a date specified in such notice.

7.5   TERMINATION FOR INSOLVENCY. If either party becomes or is declared
      insolvent or bankrupt, is the subject of any proceedings relating to its
      liquidation or insolvency or for the appointment of a receiver,
      conservator, or similar officer, or makes an assignment for the benefit of
      all or substantially all of its creditors or enters into any agreement for
      the composition, extension, or readjustment of all or substantially all of
      its obligations, then the other party may, by giving prior written notice
      thereof to the non-terminating party, terminate this Agreement as of a
      date specified in such notice.

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7.6   PAYMENT UPON TERMINATION. The parties acknowledge that upon termination of
      this Agreement for any reason, including under Section 7.2, 7.3, 7.4, or
      7.5 (but excluding by election by either party not to renew pursuant to
      Section 2.1 or termination by Customer pursuant to Section 7.4 or 9.5),
      EDS will incur damages resulting from such termination that will be
      difficult or impossible to ascertain. Therefore, prior to such termination
      and in addition to all other amounts then due and owing to EDS, Customer
      will pay to EDS as reasonable liquidated damages an amount equal to the
      sum of subsections (a) and (b):

      (a)   All costs reasonably incurred by EDS in connection with such
            termination, including without limitation telecommunication line
            disengagement expenses and costs of terminating leases on or
            shipping or storing any Equipment provided to Customer by or through
            EDS under this Agreement, plus a twenty-five percent management fee
            on such costs, plus EDS' charges for any Additional Services
            reasonably requested by Customer for deconversion assistance and
            EDS' then standard charges for the resources utilized to prepare any
            test or conversion tapes (together, the "Termination Costs"). EDS
            may, at its option, invoice Customer for the lesser of (i) EDS' good
            faith estimate of the Termination Costs, or (ii) the aggregate of
            the charges payable to EDS pursuant to Article V for the two
            calendar months preceding the month in which notice of termination
            is given. If the actual Termination Costs are greater or less than
            the amount of EDS' invoice that is paid by Customer under the
            immediately preceding sentence, then Customer will pay EDS, or EDS
            will refund to Customer, as the case may be, the difference between
            the actual Termination Costs and the amount paid.

      (b)   Eighty percent of the total compensation which would have been paid
            or reimbursed to EDS under this Agreement during the remainder of
            its term. The amount of total compensation will be computed by
            multiplying the total number of months remaining in the Initial Term
            or the Renewal Term then in effect from the effective date of the
            termination by the average monthly charge to Customer for Services
            under this Agreement during the twelve calendar months immediately
            preceding the calendar month in which notice of termination was
            given, and multiplying that number by eighty percent. This is
            expressed mathematically as follows:

            (Number of months remaining in term) x (average monthly charge for
            Services during the twelve months preceding notice of termination) x
            0.80

            If this Agreement has been in effect less than twelve calendar
            months prior to the giving of the notice of termination, then the
            parties will compute the amount due under this subsection (b) using
            the average monthly charge for Services made during such lesser
            number of calendar months. If termination of this Agreement occurs
            prior to the Operational Date, then the parties will compute the
            amount due under this subsection (b) assuming that the Operational
            Date had occurred when scheduled by EDS and using the average
            monthly charges reasonably estimated to be paid by Customer.

      All amounts payable under this Section 7.6 will be invoiced and paid prior
      to the effective date of such termination and prior to the release of any
      test tapes or other data of Customer.

7.7   PAYMENT UPON NONRENEWAL. If Customer gives or receives notice not to renew
      this Agreement pursuant to Section 2.1, or Customer terminates this
      Agreement under Section 9.5, Customer will pay to EDS an amount equal to
      all amounts then due and payable to EDS, plus (a) EDS' charges for any
      Additional Services reasonably requested by Customer for deconversion
      assistance, (b) EDS' then standard charges for the resources utilized to
      prepare any test or conversion tapes, and (c) all other costs reasonably

                                       9
<PAGE>

      incurred by EDS in connection with such election not to renew or
      termination that are described in Section 7.6(a) and that relate to
      obligations that Customer approved, which extend beyond the then current
      term of this Agreement or earlier termination date under Section 9.5. All
      amounts payable under this Section 7.7 will be invoiced and paid prior to
      the expiration date and prior to the release of any test tapes or other
      data of Customer.


                     ARTICLE VIII - LIABILITY AND INDEMNITY

8.1   LIMITATION OF LIABILITY. Section 3.2(d) sets forth Customer's exclusive
      remedies for errors in reports or other output provided by EDS under this
      Agreement. If EDS becomes liable to the Customer under this Agreement for
      any other reason, whether arising by negligence, willful misconduct or
      otherwise, then (a) the damages recoverable against EDS for all events,
      acts, delays, or omissions will not exceed in the aggregate the
      compensation payable to EDS pursuant to Section 5.1 of this Agreement for
      the lesser of the months that have elapsed since the Operational Date or
      the three months ending with the latest month in which occurred the
      events, acts, delays, or omissions for which damages are claimed, and (b)
      the measure of damages will not include any amounts for indirect,
      consequential, or punitive damages of any party, including third parties,
      or damages which could have been avoided had the output provided by EDS
      been verified before use. Customer may not assert any cause of action
      against EDS of which the Customer knew or should have known more than two
      years prior to such assertion. In connection with the conduct of any
      litigation with third parties relating to any liability of EDS to Customer
      or to such third parties, EDS will have all rights which are appropriate
      to its potential responsibilities or liabilities. EDS will have the right
      to participate in all such litigation and to settle or compromise its
      liability to third parties.

8.2   WARRANTY. EDS will provide the Services in a professional and workmanlike
      manner. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8.2, EDS DISCLAIMS
      ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR BY OPERATION OF LAW
      OR OTHERWISE, CONTAINED IN OR DERIVED FROM THIS AGREEMENT, ANY OF THE
      SCHEDULES ATTACHED HERETO, ANY OTHER DOCUMENTS REFERENCED HEREIN, OR IN
      ANY OTHER MATERIALS, PRESENTATIONS OR OTHER DOCUMENTS OR COMMUNICATIONS
      WHETHER ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES
      OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8.3   FORCE MAJEURE. Each party will be excused from performance under this
      Agreement, except for any payment obligations, for any period and to the
      extent that it is prevented from performing, in whole or in part, as a
      result of delays caused by the other party or any act of God, war, civil
      disturbance, court order, labor dispute, third party nonperformance, or
      other cause beyond its reasonable control, including failures,
      fluctuations or nonavailability of electrical power, heat, light, air
      conditioning, or telecommunications equipment. Such nonperformance will
      not be a default or a ground for termination as long as reasonable means
      are taken to expeditiously remedy the problem causing such nonperformance.

8.4   CROSS INDEMNITY. EDS and Customer each will indemnify, defend, and hold
      harmless the other from any and all claims, actions, damages, liabilities,
      costs, and expenses, including without limitation reasonable attorney's
      fees and expenses, arising out of (a) the death or bodily injury of any
      agent, employee, customer, or business invitee of the indemnitor, and (b)
      the damage, loss, or destruction of any property of the indemnitor.

                                       10
<PAGE>

8.5   RELIANCE ON INSTRUCTIONS. EDS is entitled to rely upon and act in
      accordance with any instructions, guidelines or information provided to
      EDS by Customer, which are given by persons having actual or apparent
      authority to provide such instructions, guidelines, or information, and
      will incur no liability in doing so. Customer will indemnify, defend, and
      hold harmless EDS from any and all claims, actions, damages, liabilities,
      costs, and expenses, including without limitation reasonable attorneys'
      fees and expenses, arising out of or resulting from EDS acting in
      accordance with this Agreement.


                           ARTICLE IX - MISCELLANEOUS

9.1   BINDING NATURE AND ASSIGNMENT. This Agreement will be binding on the
      parties and their respective successors and assigns. Neither party may
      assign this Agreement unless it obtains the prior written consent of the
      other party (except that EDS will have the right to perform the Services
      itself and through various of its indirect, wholly-owned, United
      States-based subsidiaries and to subcontract to unaffiliated third parties
      portions of the Services, so long as EDS remains responsible for the
      obligations performed by any of its subsidiaries and subcontractors to the
      same extent as if such obligations were performed by EDS employees), which
      consent will not be unreasonably withheld. The following transactions
      relating to either party will not require approval of the other party
      under this Section: any merger (including without limitation a
      reincorporation merger), consolidation, reorganization, stock exchange,
      sale of stock or substantially all of the assets, or other similar or
      related transaction in which such party is the surviving entity or, if
      such party is not the surviving entity, the surviving entity continues to
      conduct the business conducted by such party prior to consummation of the
      transaction.

9.2   HIRING OF EMPLOYEES. During the term of this Agreement and for a period of
      twelve months thereafter, neither party will, without the prior written
      consent of the other, offer employment to or employ any person employed
      then or within the preceding twelve months by the other party, if the
      person was involved in providing or receiving Services.

9.3   NOTICES. Any notice under this Agreement will be deemed to be given when
      (i) delivered by hand or when mailed by registered United States mail,
      return receipt requested, and (ii) addressed to the recipient party at its
      address set forth in the first paragraph of this Agreement and to the
      attention of its President, in the case of Customer, or to the attention
      of President of Community Banking Services, in the case of EDS. Either
      party may from time to time change its address for notification purposes,
      by giving the other prior written notice of the new address and the date
      upon which it will become effective.

9.4   RELATIONSHIP OF PARTIES. EDS, in providing Services, is acting as an
      independent contractor and does not undertake by this Agreement or
      otherwise to perform any regulatory or contractual obligation of the
      Customer. EDS has the sole right and obligation to supervise, manage,
      contract, direct, procure, perform, or cause to be performed all work to
      be performed by EDS under this Agreement.

9.5   MODIFICATION. EDS may from time to time modify any of the provisions of
      this Agreement to be effective at any time on or after the expiration of
      the Initial Term by giving Customer at least six months prior written
      notice describing the modification and the date upon which it will be
      effective (the "Modification Date"). If EDS gives Customer notice of a
      modification pursuant to this Section, Customer may, by giving EDS written
      notice at least three months prior to the Modification Date, terminate
      this Agreement as of such Modification Date or at a specified later date.
      Unless Customer provides such notice, the modification will be effective
      for any period after the Modification Date.

9.6   WAIVER. A waiver by either of the parties of any of the covenants,
      conditions, or agreements to be performed by the other or any breach
      thereof will not be construed to be a waiver of any succeeding breach or
      of any other covenant, condition, or agreement contained in this
      Agreement.

                                       11
<PAGE>

9.7   MEDIA RELEASES. All media releases, public announcements, and public
      disclosures by Customer or Customer's employees or agents relating to this
      Agreement or the subject matter of this Agreement, including without
      limitation promotional or marketing material, but excluding any
      announcement intended solely for internal distribution by Customer or any
      disclosure required by legal, accounting, or regulatory requirements
      beyond the reasonable control of Customer, will be coordinated with and
      approved by EDS prior to release.

9.8   ENTIRE AGREEMENT. This Agreement and all attached Schedules constitute the
      entire agreement between EDS and Customer with respect to the subject
      matter of this Agreement. There are no understandings or agreements
      relative to this Agreement which are not fully expressed herein and no
      change, waiver, or discharge of this Agreement will be valid unless in
      writing and executed by the party against whom such change, waiver, or
      discharge is sought to be enforced. This Agreement may be amended only by
      an amendment in writing, signed by the parties.

9.9   GOVERNING LAW. This  Agreement  will be governed by and construed in
      accordance  with the laws of the State of Texas.

9.10  EXECUTION OF AGREEMENT. Three original copies of this Agreement will be
      executed and submitted to EDS by Customer. This Agreement will become
      effective when EDS executes this Agreement. EDS will return one of the
      executed copies to Customer. By executing this Agreement, Customer
      represents and warrants that (a) this Agreement has been duly authorized;
      (b) such execution does not, and will not, cause a breach by Customer of
      any other contract, agreement, or understanding to which Customer is a
      party; and (c) this Agreement constitutes a valid, fully enforceable, and
      legally binding obligation of Customer. Customer will maintain this
      Agreement as an official record of Customer continuously from the time of
      its execution.


            IN WITNESS WHEREOF, EDS and Customer each have caused this Agreement
to be signed and delivered by its duly authorized representative.


Customer:                                  Accepted by:
FIDELITY FEDERAL BANK                      ELECTRONIC DATA SYSTEMS CORPORATION

By:    /S/ JAMES E. STUTZ                  By:     /S/ PAUL W. DUCKHAM
-------------------------------------      -------------------------------------
      Authorized Signature                         Authorized Signature

        JAMES E. STUTZ,                              PAUL W. DUCKHAM,
President and Chief Operating Officer         President, MISER Division
-------------------------------------      -------------------------------------
   Type or Print Name and Title               Type or Print Name and Title

        December 3, 1999                            December 9, 1999
-------------------------------------      -------------------------------------
             Date                                          Date

                                       12
<PAGE>

                                           EDS INFORMATION SERVICES L.L.C.

                                           By:   /S/ RAYMOND R. MATURI
                                           -------------------------------------
                                                 Authorized Signature

                                                  RAYMOND R. MATURI.
                                                  Division President
                                           -------------------------------------
                                             Type or Print Name and Title

                                                  December 15, 1999
                                           -------------------------------------
                                                         Date

                                       13
<PAGE>

                                   SCHEDULE A

                                 BASIC SERVICES

EDS will provide Customer the following Basic Services:

 I.   DATA PROCESSING SOFTWARE SYSTEM ACCESS:

      MISER Base Software System includes:

       * Demand Deposit Accounts           * Relationship Pricing
       * Savings/Club Accounts             * Combined Statements
       * Retirement Accounts               * Sweep Accounts
       * Mortgage Loans (Investor)         * NOW Accounts
       * Mortgage Loans (Non-Investor)     * ACH Returns
       * Money Market Accounts             * Automatic Account Transfers
       * Line of Credit                    * Combined Interest Checks
       * Student Loans                     * Mid Year IRA Statements
       * General Ledger                    * Escrow Analysis
       * Certificates of Deposit           * Escrow Statements
       * Lease Security                    * LIP Billing
       * ACH/Transfers                     * Home Equity Loans
       * Installment Loans                 * Coupon Production
       * Passbook Loans                    * Credit Bureau Reporting (Max 2)
       * Other Loans (Share)               * General Ledger Auto-Posting
       * IOLTA (Lawyer)                    * AM/PM Processing
       * Relationship CIF                  * Documentation
       * Disaster Recovery (Host)          * Training Bank File
       * Optical Disk Download             * Employee Account Security
       * Output Management System          * Tape Generation
       * Overdraft Protection

      MISER Base Software System also includes the following ancillary
      applications (Note: Access Fees and Volume Charges as defined in Schedule
      B or Schedule C may apply):

       * Commercial Loans                  * Investor Reporting
       * Dealer Processing                 * Per Diem
       * ECHO (Shadow Accounting)          * Billing Records
       * Safe Deposit Box                  * Notepad Storage
       * Online ATM Processing             * Report Writer Access
       * Data Mart                         * Data Warehouse
       * Accounts Payable


                                      A-1
<PAGE>

II.   STANDARD REPORTS:

      EDS shall make available to Customer those standard reports listed in the
      Data Center's published MISER Reports that are produced by those Data
      Processing Software System application systems used by Customer. All
      reports will be transmitted to a remote print facility at Customer's
      location, unless otherwise requested by Customer. Customer is responsible
      for the operation and cost of the remote print facility. Any expense for
      additional copies, custom pre-printed forms, mailing and handling service
      shall be paid by Customer. The design and format of any forms to be used
      with the Data Processing Software System shall be approved by EDS. All
      reports produced only upon request of Customer as well as special requests
      to produce standard reports outside such report's normal production
      frequency (which reports are denoted as "Requested Programs and
      Frequencies") shall be subject to the Special Report Charges specified in
      Schedule "C."

III.  Hours of Operation and Schedule of Services

      1.  ON-LINE PROCESSING HOURS OF OPERATION

          SCHEDULED AVAILABILITY
          Monday through Friday       6:45 A.M. - 8:00 P.M. (See Note 1)
          Saturday                    8:00 A.M. - 2:00 P.M.
          Sunday                      8:00 A.M. - 2:00 P.M.

          Note 1: Five (5) day processing with Saturday carry-over

      EDS' Data Center will observe New Year's Day, President's Day, Memorial
      Day, Independence Day, Labor Day, Veterans Day, Thanksgiving, and
      Christmas as holidays. On-line service will not be available to Customer
      on those days, except as mutually agreed upon in advance and for a fee to
      be agreed upon in advance.

      2.  OFF-LINE PROCESSING AND REPORTING

          2.1 DAILY

          Regular daily reports and OMS         8:00 A.M. Following business day

          o Includes all scheduled reports
            and downloads for the core
            applications (deposits, loans,
            and general ledger)

          2.2 MONTHLY

          Interest checks and commercial        Noon on the 1st business
          checking account statements           day following end of month

          All other monthly reports             Noon on the 3rd business
                                                day following end of month

          2.3 QUARTERLY

          All other quarterly reports           Noon on the 3rd business
                                                day following end of quarter

          2.4 ANNUAL

          All IRS-required forms                Scheduled as mutually agreed
                                                to permit federal regulatory
                                                compliance

          All other annual reports              Noon on the 4th business day
                                                following end of year

      3.  BATCH TRANSACTION INPUT FROM CUSTOMER

          3.1 Daily                             No later than 4:00 p.m. same
                                                day

                                      A-2
<PAGE>

                                   SCHEDULE B

                                OPTIONAL SERVICES

Customer will have the option to implement the following option products
throughout the term of this Agreement. Should Customer elect to utilize any of
the optional products EDS will assess the surcharge identified below.

<TABLE>
<CAPTION>

COMPONENT                                MONTHLY          ONE-TIME                     COMMENT
------------------------------------  -------------    --------------     --------------------------------
<S>                                   <C>              <C>                <C>

LOAN SUPPORT
------------

  MORTGAGE LOANS                         Access Fee        $ 8,000.00     One-Time Fee for
                                        Included In                       On-Site Training
                                      Basic Service

  COMMERCIAL LOANS                         $ 200.00        $ 3,000.00     One-Time Fee for
                                                                          On-Site Training

  COMMERCIAL LOAN WITH                     $ 300.00        $ 5,000.00     One-Time Fee for
    MULTIPLE PARTICIPATION                                                On-SiteTraining

  COMMERCIAL CONSTRUCTION LOANS          $ 2,500.00        $ 3,000.00     One-Time Fee for
                                                                          On-Site Training

  INVESTOR REPORTING                       $ 750.00        $ 4,000.00     One-Time Fee for
                                                                          On-Site Training

  BILLING RECORDS & PER DIEM             Access Fee        $ 2,500.00     One-Time Fee for
                                        Included In                       On-Site Training
                                      Basic Service

  DEALER LOAN SERVICING                  Access Fee        $ 2,000.00     One-Time Fee for
                                        Included In                       On-Site Training
                                      Basic Service

  ECHO (SHADOW ACCOUNTING)               Access Fee        $ 2,000.00     One-Time Fee for
                                        Included In                       On-Site Training
                                      Basic Service

  ONLINE COLLECTIONS                        $300.00        $ 2,500.00     One-Time Fee for
                                                                          On-Site Training

  LETTER WRITER                             $ 50.00        $ 1,500.00     Plus .025 per letter generated
                                                                          and .10 per letter Stored Billed
                                                                          Monthly; One-time Fee for
                                                                          On-Site Training

  NOTEPAD STORAGE                        Access Fee    Not Applicable     Plus $0.01 Per NotePad Record
                                        Included In
                                      Basic Service



FINANCIAL APPLICATIONS
----------------------

  ASSET/LIABILITY MANAGEMENT
  > License Fee (Multi-User Version)  Not Applicable      $ 27,700.00     HNC Financial Solutions
  > Installation/Training Fee         Not Applicable       $ 5,000.00
  > Maintenance Fee                         $ 475.00   Not Applicable     Plus File Transfer Fee


  INVESTMENT MANAGEMENT
  > License Fee (Multi-User Version)  Not Applicable      $ 12,500.00     Wall Street Consulting Group
  > Installation/Training Fee         Not Applicable       $ 7,000.00
  > Maintenance Fee                         $ 225.00   Not Applicable     Plus File Transfer Fee


  FIXED ASSETS
  > License Fee (Multi-User Version)  Not Applicable      $  3,650.00     HNC Financial Solutions
  > Installation/Training Fee         Not Applicable       $ 2,000.00
  > Maintenance Fee                          $ 75.00   Not Applicable     Plus File Transfer Fee

</TABLE>

                                       B-1

<PAGE>

                                   SCHEDULE C

                                 SERVICE CHARGES


Section 1.a.           Charges for Basic Services.
------------           ---------------------------

In consideration for the services described in Schedule A, Customer will pay EDS
a monthly data processing service charge based on the following table.

<TABLE>
<CAPTION>

COMPONENT                                MONTHLY          ONE-TIME                     COMMENT
------------------------------------  -------------    --------------     --------------------------------
<S>                                   <C>              <C>                <C>

CORE PROCESSING FEES
--------------------

  ACCOUNT PROCESSING FEE

    STANDARD:
      Open Active Accounts *                 $ 0.50    Not Applicable     Per Account Per Month

    PREMIUM - COMMERCIAL LOANS &
    INVESTOR MORTGAGES:
      Open Active Accounts *                 $ 0.50    Not Applicable     Per Account Per Month

    STANDARD & PREMIUM:
      Closed Accounts *                      $ 0.05    Not Applicable     Per Account Per Month

*    FOR THE PURPOSES OF THIS SCHEDULE ACCOUNT(S) SHALL BE DEFINED AS THE TOTAL
     DEPOSITS, TOTAL LOANS, AND COLLECTIONS RECORDS PROCESSED BY EDS FOR THE
     CUSTOMER AS REPORTED IN EDS MSR615 PROGRAM (DATA CENTER WORKSHEET FOR
     ACCOUNT VOLUME ANALYSIS.)

*    DURING THE FIRST TWENTY-FOUR (24) MONTHS OF THE TERM OF THIS AGREEMENT, EDS
     WILL WAIVE ACCOUNT PROCESSING FEES FOR UP TO THE FIRST 15,000 MORTGAGE LOAN
     ACCOUNTS.


 ACCOUNTS PAYABLE
 ----------------

   > Monthly Fee                           $ 300.00        $ 2,000.00     One-Time Fee for On-Site Training

   > Vendor Fee                              $ 0.35    Not Applicable     Per Vendor Billed Monthly not
                                                                          to exceed $1,200.00

   > Transaction Fee                         $ 0.02    Not Applicable     Per Transaction Billed Monthly


  SAFE DEPOSIT BOX                       Access Fee        $ 1,500.00     EDS hereby agrees to waive the $500.00
                                        Included In                       MISER Safe Deposit Box Monthly Access Fee
                                      Basic Service                       and $20.00 (per branch) Monthly Branch
                                                                          Access Fee; One-Time Fee for On-Site Training


  ONLINE ATM                             $ 1,000.00          Included     One-Time Fee for On-Site Training
                                                                          included in Charge for Basic Conversion
                                                                          Services, Schedule C, Section 2.a


ADHOC REPORTING
---------------

MISER GUI REPORT WRITER & DATA EXTRACT

  Application Access                         Waived        $ 5,000.00     EDS hereby agrees to waive the $750.00
                                                                          MISER Report Writer and Data Extract Monthly
                                                                          Access Fee; One-Time Fee for On-Site Training

                                       C-1
<PAGE>

VARIABLE CHARGES:

> URSA                                       Waived        $ 1,000.00     Per URSA Client Terminal

> prime pass accounts accessed             $ 0.0030    Not Applicable     Billed Monthly

> prime pass accounts processed            $ 0.0041    Not Applicable     Billed Monthly

> off-prime pass accounts accessed         $ 0.0010    Not Applicable     Billed Monthly

> off-prime pass accounts processed        $ 0.0025    Not Applicable     Billed Monthly


MISCELLANEOUS FEES
------------------

DOCUMENTATION:

  Hard Copy                               No Charge         No Charge     Initial Hard Copy Set; Additional Sets $250.00

  CD-ROM                                  No Charge         No Charge     Initial CD-ROM; Additional CD's $50.00

FILE TRANSFER:

  External File Reporting
  (Magnetic Tape)                           $ 40.00    Not Applicable     Fee Waived for the first 10 Files on a Monthly
                                                                          Basis; Per File Plus Tape Cost

  External File Reporting
  (Transmissions and Downloads)             $ 30.00    Not Applicable     Fee Waived for the first 10 Files on a Monthly
                                                                          Basis; Per File

SCHEDULE CHANGES:

  Ad Hoc
  (Processed by EDS Production Control)     $ 25.00    Not Applicable     Per Change WAIVED DURING FIRST 6 MONTHS OF THE
                                                                          TERM OF THIS AGREEMENT

  Permanent
  (Processed by EDS Production Control)     $ 15.00    Not Applicable     Per change WAIVED DURING FIRST 6 MONTHS OF THE
                                                                          TERM OF THIS AGREEMENT

CARD OPTION CHANGES:

  Ad Hoc
  (Processed by EDS Production Control)     $ 25.00    Not Applicable     Per Change WAIVED DURING FIRST 6 MONTHS OF THE
                                                                          TERM OF THIS AGREEMENT

  Permanent
  (Processed by EDS Production Control)     $ 25.00    Not Applicable     Per change WAIVED DURING FIRST 6 MONTHS OF THE
                                                                          TERM OF THIS AGREEMENT

PARAMETER CHANGES:

  Field Changes
  (Processed by EDS Production Control)     $ 15.00    Not Applicable     Per Field Per Setup/Change WAIVED DURING FIRST 6
                                                                          MONTHS OF THE TERM OF THIS AGREEMENT

  Account/Service Charge Types
  (Processed by EDS Production Control)     $ 75.00    Not Applicable     Per Type Per Setup/Change WAIVED DURING FIRST 6
                                                                          MONTHS OF THE TERM OF THIS AGREEMENT
</TABLE>

                                       C-2
<PAGE>

EDS contemplates offering Customer its MISER DATAMART Application, said
application to be released to EDS' service bureau customers in the first quarter
of 2000.

<TABLE>
<CAPTION>

COMPONENT                                MONTHLY          ONE-TIME                     COMMENT
------------------------------------  -------------    --------------     --------------------------------
<S>                                   <C>              <C>                <C>

DATA MART & DATA WAREHOUSE
--------------------------

>  Data Mart Initial License Fee       Not Applicable       Waived(1)     Includes:
   New Name Business Discount                                             Data Replication
   Net Data Mart Initial License Fee                                      > Daily, once a day, on a NT-Server at the SMC
                                                                            [dedicated server]
> Data Mart Server Package             Not Applicable  $ 95,000.00        Reporting Products
  New Name Business Discount                           $ 41,000.00(2)     > MISER Datamart Report Client Version 1.0 -
  Net Data Mart Server Package                         ------------         Crystal Reports
                                                       $ 54,000.00        > MISER Executive Reporting Module Version 1.0 - Sagent
                                                       ============         (single source, single target - 20 user licenses)


> Monthly Usage Fee
  Includes: Data Replication daily                                        Monthly Fee estimate assumes 200,000 accounts
  on a NT-Server at EDS' Data Center      $ 5,000.00   Not Applicable     (as defined in Schedule C, Section 1a of this
  plus maintenance and server                                             Agreement) at $0.025 per account.
  administration.


> Installation and Training           Not Applicable   $ 6,500.00         Four (4) Days On-Site

> Report Product Training             Not Applicable   $ 1,200.00         PER MAN-DAY

> Consulting Services                 Not Applicable   $ 2,500.00         PER MAN-DAY

> Re-Clone Database (Client Requeted) Not Applicable       $ 0.02         Per record; Minimum $2,000.00

</TABLE>
                                       C-3
<PAGE>

>  Other Considerations:

   > (1) In consideration of Customer licensing a minimum 400 seats of the SDI
     ZEUS Teller and Platform System EDS hereby agrees to waive the $40,000.00
     Data Mart Initial License Fee. Should Customer elect to license fewer SDI
     ZEUS Teller and Platform Systems then EDS reserves the right to reinstate a
     portion of the Data Mart Initial License Fee.

   > (2) In consideration of Customer licensing a minimum 400 seats of the SDI
     ZEUS Teller and Platform System EDS hereby agrees to provides a discount of
     $31,000.00 against the purchase of a Data Mart Server Package for
     $95,000.00. Should Customer elect to license fewer SDI ZEUS Teller and
     Platform Systems then EDS reserves the right to reduce the discount against
     the Data Mart Server Package.

   > Monthly fees will fluctuate based on number of accounts; the variable
     portion of the monthly fee is $0.025 per account.

   > Additional installation and consulting services available at $ 2,500.00 per
     man-day.

   > It may be necessary to upgrade the server as technology changes. In the
     event EDS determines that a server upgrade is warranted, EDS and Customer
     will mutually agree as to the necessity of the upgrade and Customer will
     pay a mutually agreeable server upgrade fee.

   > Hardware and Software Requirements:

         Software: NT 4.0, SQL Server 7.0 (for Datamart) ; Crystal
         Reports 6.0 (for Datamart Report Client only)
         Hardware: Recommended configuration: Dual Intel 450MHZ Pentium II
         Processors, 512MB ECC SDRAM SIMM, 54GB* 10000RPM Ultra/Wide
         Disk Configured as RAID5 hardware array, 4 mm DAT Drive,
         10/100 TX LAN Controller, SCSI Ultra/Wide Controller capable
         for RAID5.
          * May vary based on storage needs.

   > Pricing in this Schedule B is subject to further review by EDS of the
     specific configuration for Customer and may be subject to modification.


Section 1.b.      Annual Minimum Charges for Basic Services.
------------      ------------------------------------------

EDS' Basic Services are subject to the annual minimum charges in the table in
this Section 1.b during the term of this Agreement. All monthly fees referenced
in Schedule B and Schedule C of this Agreement are to be included in the
calculation of Annual Minimum Charges for Basic Services.

        COMPONENT FEES                              AMOUNT
        --------------                              ------

ANNUAL MINIMUM BASIC SERVICE CHARGES
Year 1-5 of the term of this Agreement           $1,000,080.00

On each anniversary of the Operational Date, EDS will calculate the total
monthly charges referenced in Schedule B and Schedule C of this Agreement paid
to EDS by Customer for the immediately preceding 12 months (the "Total
Charges"). In the event the Total Charges for the previous 12 months is less
than the Annual Minimum Charges set forth in the table above in this Section
1.b, EDS will invoice Customer the difference between the Annual Minimum Charges
and the Total Charges, such invoice to be paid by Customer within 10 days of the
date of invoice. Notwithstanding anything to the contrary in this Agreement, the
parties agree that the Annual Minimum Charges set forth in the table above in
this Section 1.b will not be subject to the annual adjustment described in
Schedule E.

                                      C-4
<PAGE>

Section 1.c.      Staffing
--------------------------

RELATIONSHIP MANAGER. EDS shall assign a relationship manager to Customer (the
"Relationship Manager"). The Relationship Manager will be located at a regional
EDS facility and will be responsible for management of EDS' and the Customer's
overall business relationship. The Relationship Manager will meet with the
Customer at least monthly to discuss issues related to the business
relationship. EDS will provide the Relationship Manager at no additional charge
to the Customer.

PROGRAMMER. Effective the Operational Date, EDS shall use commercially
reasonable efforts to hire and assign a full-time EDS programmer dedicated to
Customer's account (the "Programmer"). The Programmer will be located at
Customer's site for the term of this Agreement. The Programmer will provide on a
full-time basis the Special Programming Services contemplated in Section 1.d of
this Schedule C. Should EDS be unable to assign a Programmer by the Operational
Date as contemplated above, then Customer may, at its option, select from one of
the following alternatives for each month in which a Programmer is not assigned
by EDS: (i) receive up to one hundred hours of Special Programming Services
performed by off-site, non-dedicated EDS programmers, or (ii) receive a credit
for such month in the amount of $3,000.00. The immediately preceding
alternatives will be pro-rated for partial months. Should Customer select option
(i), above, EDS shall have the right to select the programmer(s) to perform the
Special Programming Services.

Section 1.d.      Special Programming Services
----------------------------------------------

EDS shall provide to Customer special programming services (including
development of special programs and interfaces, modification of existing
programs, conversion services, and retrofitting of custom programs and patches
in to System releases) ("Special Programming Services") to the extent that they
can be provided by the Programmer referenced in Section 1.c above working on a
full-time basis. Special Programming Services deliverables shall be scheduled as
mutually agreed by EDS and Customer, provided that EDS will exercise
commercially reasonably efforts to provide acceptable turnaround time on
projects requested by the Customer. Time spent by EDS' programmers to (i)
correct defects to the EDS System (a "defect" shall mean the EDS System does not
perform in accordance to specifications as generally provided to EDS' customer
base) and (ii) perform modifications required by Federal regulatory agencies,
subject to the provisions of Section 3.4 of the Agreement, will not be applied
against the Special Programming Services hours that may be provided by EDS with
off-site EDS programming resources in the event Customer exercises alternative
(i) set forth in Section 1.c above.

CHARGES FOR SPECIAL SERVICES. Should Customer desire programming services in
excess of those contemplated in the Special Programming Services then EDS shall
provide to Customer a cost and time estimate to complete the desired capability.
Such Additional Services shall be billed at a rate of $125.00 per hour. EDS will
proceed with the Customer's request for such Additional Services upon receipt of
Customer's written approval of EDS' time and cost estimate.

EDS reserves the right to decline Customer requests for Special Programming or
Additional Services if the deliverable would adversely affect the System or if
EDS resources are not reasonably available to accomplish the request.

                                      C-5
<PAGE>

Section 1.e.      Deconversion Services
---------------------------------------

As set forth in Section 7.6 of the Agreement, Customer will pay EDS all costs
reasonably incurred by EDS in connection with such deconversion assistance and
resources utilized to prepare any test or deconversion tapes. Without limiting
the provisions of Section 7.6 of the Agreement, all deconversion assistance will
be provided at EDS' then standard charges; provided, however, that the following
deconversion assistance items shall be fixed at the rates listed below in this
Section 1.f, subject only to the annual price adjustments set forth in Schedule
E of this Agreement.

  o Deconversion Tapes                                        $  500.00 per tape
           (same pricing for test tapes
           or final tapes)
  o Employee Research Time                                    $  100.00 per hour
  o Master File Layouts
           Included with tape charge but can
           charge excessive man hours @                       $  125.00 per hour
  o Telecom Charge (rebill pass through actual
           charge plus 5% handling charge)
  o Partial Month On-line Charges
           (Average monthly invoice divided by number of days used). Example:
           $42,000.00 average customer invoice divided by 21 days = $2,000.00
           per day. Customer uses 10 days. $2,000.00 x 10 = $20,000.00. Charges
           will vary depending on average monthly invoice, number of billing
           days in monthly cycle, days used after conversion.

Section 1.f.      Disaster Recovery Fees
----------------------------------------

In the event of an actual disaster, Customer shall pay Disaster Recovery fees
and actual costs EDS incurs, including, but not limited to: travel and
travel-related expenses of EDS' staff; telephone expenses; data communications
expenses; other than out of pocket expenses related to EDS' operations other
than Data Processing; cost of any special equipment required by Customer in
addition to the equipment configuration at EDS' disaster recovery hot site.

      a. While EDS is responsible for the cost of testing EDS' Data Center
      operations at the disaster recovery hotsite, Customer is responsible for
      any incremental testing fees incurred as result of Customer's testing
      requirements. Customer will not be financially responsible for EDS'
      internal Data Center disaster recovery testing conducted on an annual
      basis.

Section 1.g       History Retention
-----------------------------------

The fees set forth herein are based upon the closed account, monetary and
non-monetary transaction history retention limits set forth below. Additional
history retention requested by Customer may be subject to additional charge at
EDS' discretion.
          Checking                     3 months (rolling)
          Consumer Loans               current and previous year
          General Ledger               current and previous year
          Savings                      current and previous 2 years
          Other applications           current and previous year

Additional history retention will be available on request by Customer for an
additional fee.

Section 1.h.      Optional PC Based Applications
------------------------------------------------

Customer intends to use the personal computer based applications listed below
(the "PC Applications"). Customer agrees to enter into separate software license
and software maintenance agreements with EDS or EDS' designated third party
vendors in order to obtain the rights to use the below listed PC Applications.

                                      C-6
<PAGE>

     o SDI ZEUS Client/Server Front-End with TCP/IP Connection To EDS' Host
       Computer

Section 2.a       Charge For Basic Conversion Services
------------------------------------------------------

Customer will pay EDS for the following one-time charges associated with
conversion and training services performed during the Conversion period.


CONVERSION SERVICES                       ONE-TIME             COMMENT
------------------------------------  --------------  --------------------------

MISER SYSTEM SETUP, IMPLEMENTATION,
& CONVERSION:

  Institution Setup                   $  75,000.00    Plus travel and living
                                                      expenses for EDS' employee
                                                      while on Customer site.

  Conversion                          $ 200,000.00    Plus travel and living
                                                      expenses for EDS' employee
                                                      while on Customer site.
MISER SYSTEM TRAINING FEES:

  MISER Introduction                   $ 63,000.00    Plus travel and living
                                                      expenses for EDS' employee
                                                      while on Customer site.

The MISER System Training Fees set forth in the table above will be in payment
of EDS' provision to specified Customer personnel of the following training
classes:

         Class                                       Number of Classes
         -------------------------------------------------------------
         Introduction to MISER                              1
         Relationship CIF                                   3
         Branch Operations                                  3
         Deposit Servicing                                  3
         Security                                           1
         Individual Retirement Account Servicing            1
         Consumer Loans                                     1
         Line of Credit Account Servicing                   1
         General Ledger                                     1
         Back Office (ACH/Inclearings/Transfers)            1
         Command and Edit (CANDE) System                    1
         TB Entry                                           1
         Backoffice Branch Operations                       1
         Nightly Production                                 1
         MISER Administrator                                1
         ATM                                                1

The Conversion Services, as defined in Article III, Section 3.1(c) of the
Agreement, are based upon EDS' good faith estimate derived from information
presented to EDS by Customer. If, during the course of the Conversion Services
effort, it is determined that (a) Customer desires EDS to perform additional
services not included in Company's Conversion Services described herein, or (b)
the Conversion Services assistance effort is substantially greater than
Company's good faith estimate, then EDS reserves the right to charge Customer
additional Conversion Service Charges as mutually agreed by EDS and Customer.

                                      C-7
<PAGE>

Section 2.b      Charge for Custom Interface and Development Conversion Services
--------------------------------------------------------------------------------

If it is determined that Customer desires EDS to perform custom interface and
other development services not contemplated in the Basic Conversion Services
then EDS will charge Customer for such services at a rate of $125.00 per-hour
per resource. Notwithstanding the foregoing, EDS will waive such fees for Custom
Interface and Development Services for up to the first one hundred (100)
man-hours.

                                      C-8
<PAGE>

Section 3.        Schedule of One-Time Charges.
-----------------------------------------------

Basic Services Charges (as defined in Exhibit C, Sections 1.a, 1.b, and 1.c)

     o    All charges will be payable on receipt of EDS' invoice.

Special Programming Services (as defined in Exhibit C, Section 1.d)

     o    All charges will be payable on receipt of EDS' invoice.

Deconversion, Disaster Recovery, and History Retention (as defined in Exhibit C,
Sections 1.e, 1.f and 1.g)

     o    All charges will be payable on receipt of EDS' invoice.

Conversion Services (as defined in Exhibit C, Section 2a)

     o    $100,000.00         Upon execution of this Agreement
     o    $150,000.00         Upon January 1, 2000
     o    $  88,000.00        Upon Conversion

Additional Charges (Including all remaining charges plus travel and living
related expenses)

     o    All charges will be payable on receipt of EDS' invoice.

                                      C-9
<PAGE>

                                   SCHEDULE D

                                CUSTOMER SYSTEMS


               SYSTEM                                      VENDOR
               ------                                      ------


EDS will provide customer a detailed quote of the cost to create and run an
interface to the Customer System listed above.

                                      D-1
<PAGE>

                                   SCHEDULE E

                          ANNUAL ADJUSTMENT TO CHARGES

1.       ADJUSTMENT TO CHARGES. The parties acknowledge and agree to use the
         Employment Cost Index for Total Compensation (not seasonally adjusted),
         Private Industry Workers, White-collar occupations excluding sales,
         June 1989 = 100 (the "ECI"), as the basis for annual adjustments to all
         charges to be paid by Customer to EDS under the Agreement (the
         "Adjustable Charges"). The ECI is published by the Bureau of Labor
         Statistics (the "BLS") of the U.S. Department of Labor. For purposes of
         this Schedule E, the most recently published ECI as of any anniversary
         of the Effective Date is the "ECI Current Index", and the "ECI Base
         Index" is the ECI Current Index from the prior anniversary of the
         Effective Date (or, for the first anniversary, the ECI most recently
         published as of the Effective Date). If, on any anniversary of the
         Effective Date, the ECI Current Index is higher than the ECI Base
         Index, then, effective as of such anniversary, an adjustment to the
         Adjustable Charges will be made by increasing the Adjustable Charges by
         the percentage that the ECI Current Index increased from the ECI Base
         Index. In calculating the percentage increase, the parties agree to
         round to one decimal place. In no event will adjustments pursuant to
         this Exhibit A exceed five percent (5%) on an annual basis during the
         term of the Agreement. If, on any anniversary of the Effective Date,
         the ECI Current Index is lower than the ECI Base Index, no adjustment
         to the Adjustable Charges will be made, and the ECI Base Index shall be
         carried over to the next anniversary so that no adjustment to the
         Adjustable Charges will be made on the next anniversary except to the
         extent that the ECI Current Index on that next anniversary exceeds the
         carried over ECI Base Index.. If the period from the ECI Base Index to
         the ECI Current Index is other than 12 months, an adjustment to a full
         year will be made in the manner indicated in the example set forth in
         Section 3 of this Schedule E. If an adjustment is not made on an
         anniversary date for any reason, then the ECI Base Index for the
         following anniversary date will be the same as the ECI Base Index for
         the anniversary date on which no adjustment was made, as indicated in
         the note to the third example set forth in Section 3 of this Schedule
         E. The ECI is published quarterly at the end of the month following the
         quarter measured, and the most recently published ECI as of the
         Effective Date was the ECI published on or around October 31, 1999 for
         the quarter ending September 30, 1999. The parties acknowledge and
         agree that EDS will adjust the Adjustable Charges and will advise
         Customer of such adjustment in writing so that the new charges will
         amend this Agreement and become effective on the applicable anniversary
         of the Effective Date. If no adjustment is made on an anniversary date
         for any reason, EDS will advise Customer in writing of such fact.

2.       ADJUSTMENT TO CHARGES EXAMPLE. The following is an example of the
         adjustments described in Section 1 of this Schedule E. The specific
         numbers used in the example are for illustration purposes only and are
         not necessarily reflective of an actual calculation hereunder or the
         actual ECI.

         Annual Adjustment on First Anniversary Date:
            Example Charge under this Agreement                        $1,500.00
            ECI Current Index                                              136.0
            ECI Base Index (as of Effective Date)                          129.9
            Percentage Change                       36.0 - 129.9) / 129.9 = 4.7%
            Charge Increased by (1+ Percentage Change)    $1,500.00 * (1 + 4.7%)
            Equals Adjusted Charge                                     $1,570.50

                                      E-1
<PAGE>

         Annual Adjustment on Second Anniversary Date:
            Adjusted Charge as of First Anniversary Date               $1,570.50
            ECI Current Index                                              143.2
            ECI Base Index (as of First Anniversary Date)                  136.0
            Percentage Change                     (143.2 - 136.0) / 136.0 = 5.3%
            Charge Increased by
              (1+ Maximum Annual Percentage Change)       $1,570.50 * (1 + 5.0%)
            Equals Adjusted Charge                                     $1,649.03

         Annual Adjustment on Third Anniversary Date:
            Adjusted Charge as of Second Anniversary Date              $1,649.03
            ECI Current Index                                              140.9
            ECI Base Index (as of Second Anniversary Date)                 143.2
            Percentage Change                              No adjustment is made
            Charge Increased by (1+ Percentage Change)    $1,649.03 * (1 + 0.0%)
            Equals Adjusted Charge*                                    $1,649.03

         Annual Adjustment on Fourth Anniversary Date:
            Adjusted Charge as of Third Anniversary Date               $1,649.03
            ECI Current Index                                              145.9
            ECI Base Index (as of Third Anniversary Date)                  143.2
            Percentage Change                     (145.9 - 143.2) / 143.2 = 1.9%
            Charge Increased by (1+ Percentage Change)    $1,649.03 * (1 + 1.9%)
            Equals Adjusted Charge*                                    $1,680.12

         *    The ECI Base Index for the fourth anniversary date would be 143.2.

3.       CHANGES TO INDEX. In the event that the BLS should stop publishing the
         ECI or should substantially change the content, format or calculation
         methodology of the ECI, the parties will substitute another comparable
         measure published by a mutually agreeable source, except as noted
         below. If the change is to redefine the base period for the ECI from
         one period to some other period, the parties will continue to use the
         index but will use the new base period figures for all future
         adjustments. If the change is to the name of the ECI, the new name will
         be used instead of the old name so long as the numbers previously
         published for the index have not changed. If the change is to the
         publication schedule, the parties may agree in writing to use a
         different publication schedule and to adjust any partial year to a full
         year, if needed. The adjustment to convert a partial year to a full
         year is shown below.

            ECI Current Index  as of July 19XX                             151.0
            ECI Base Index as of June 19XX-1                               145.2
            Percentage Change
              (rounded to 3 decimals)           (151.0 - 145.2) / 145.2 = 3.994%
            Percent Times 12 Divided
              # of Months in Period                             3.994% * 12 / 13
            Equals Percentage Change (rounded to 1 decimal)*                3.7%

         *    This calculation method will be used instead of the Percentage
              Change calculation shown in Section 2 of this Schedule E if the
              period between the ECI Base Index and the ECI Current Index is
              other than 12 months.

                                      E-2
<PAGE>

                                   SCHEDULE F

                              PERFORMANCE STANDARDS


1.       PERFORMANCE STANDARDS: EDS agrees that the Services will be provided in
         accordance with the following Performance Standards.


                   SUBSTANDARD    CRITICAL
    PERFORMANCE    PERFORMANCE   PERFORMANCE
     STANDARD       THRESHOLD     THRESHOLD             COMMENT
-----------------  -----------  ------------ -----------------------------------

1.a MISER System      <99%          <98%     Monthly on line availability
Monthly On-line                              measures the time the Hardware,
Availability                                 Software and Network components
                                             of the MISER System must be
                                             available for Customer processing
                                             during the time specified in
                                             Schedule A, Section III,
                                             Paragraph 1. This measurement
                                             represents the time MISER is
                                             actually useable as a ratio to
                                             the time period it was expected
                                             to be useable each calendar
                                             month. It will be calculated in
                                             minutes by subtracting from the
                                             total time the service was
                                             scheduled to be available during
                                             a given month, the total time
                                             the service was unavailable
                                             during that same month and
                                             dividing the result by the
                                             scheduled availability as
                                             specified in Schedule A, Section
                                             III, On-line Hours of Operation.


1.b MISER System     2 Seconds   4 Seconds   Measures, on a monthly basis,
On-line                                      the time elapsed between the
Response Time                                receipt of a transaction request
                                             at MISER's main operating router
                                             and the receipt of the last
                                             character in answer to that
                                             request (a function of performance)
                                             at FFB's main operating reouter.
                                             It will be calculated in
                                             milliseconds by subtracting from
                                             the total time consumed by a given
                                             transaction the total time
                                             allocated to that transaction, and
                                             dividing by the scheduled response
                                             time.


1.c MISER System       98.5%         96%     Reports and Output Files must be
Reporting and                                made available to FFB within the
Output File                                  agreed upon daily, weekly, monthly,
Availability                                 quarterly and annual delivery
                                             schedules. Performance under this
                                             standard shall be measured monthly
                                             by dividing the number of scheduled
                                             reports and output files not
                                             received by FFB by the scheduled
                                             time by the total number of
                                             scheduled reports and output files
                                             expected by FFB as specified in
                                             Schedule A, Section III, Offline
                                             Processing and Reporting.


2.       PERFORMANCE STANDARD CREDIT: Customer understands and agrees that EDS
         will not achieve the above mentioned performance standard goals one
         hundred percent (100%) of the time, provided however, if EDS'
         performance does not equal or exceed the Substandard Performance
         Threshold defined above for a given month, then Customer shall be
         entitled to a Performance Standard Credits as specified below:

                                      F-1
<PAGE>

         (a)      If EDS fails to meet the Substandard Performance Threshold
                  specified for the MISER System On-line Availability, then
                  Customer shall be entitled to a credit on the Account
                  Processing Fees defined in Schedule C, Section 1.a for each
                  month in which said Substandard Performance Threshold is not
                  met based on the following table:

                                                                CREDIT ON THE
                                                              ACCOUNT PROCESSING
                                                                FEES FOR OPEN
               AGGREGATE ONLINE AVAILABILITY                   ACTIVE ACCOUNTS

         *  If Aggregate Online Availability is less                 1%
            than 99% and greater than or equal to 98%

         *  If Aggregate Online Availability is less                 3%
            than 98% and greater than or equal to 97%

         *  If Aggregate Online Availability is less                 5%
            than 97%

                  Additionally, if EDS fails to achieve 97% Aggregate Online
                  Availability during two months in any twelve (12) month
                  period, Customer shall be entitled to a ten percent (10%)
                  credit, in lieu of the five percent (5%) defined above, on the
                  Account Processing Fees for Open Active Accounts defined in
                  Schedule C, Section 1.a for the second month.

         (b)      If EDS fails to meet Substandard Performance Threshold
                  specified for the MISER System On-line Response Time, then
                  Customer shall be entitled to a credit on the Account
                  Processing Fees defined in Schedule C, Section 1.a for each
                  month in which said Substandard Performance Threshold is not
                  met based on the following table:

               ON-LINE SYSTEM RESPONSE TIME                CREDIT ON THE ACCOUNT
                                                            PROCESSING FEES FOR
                                                           OPEN ACTIVE ACCOUNTS

         *  If Online System Response Time is more than              1%
            2 seconds for 2% of the Total Monthly
            Monetary Transactions

         *  If Online System Response Time is more than              3%
            4 seconds for 2% of the Total Monthly
            Monetary Transactions

         *  If Online System Response Time is more than              5%
            8 seconds for 2% of the Total Monthly
            Monetary Transactions

                  Additionally, if Online System Response Time is more than 4
                  seconds for 2% of the Total Monthly Monetary Transactions
                  during two months in any twelve (12) month period, Customer
                  shall be entitled to a ten percent (10%) credit, in lieu of
                  the five percent (5%) credit defined above, on Account
                  Processing Fees for Open Active Accounts defined in Schedule
                  C, Section 1.a for the second month in which EDS fails to
                  achieve the Online System Response Time Performance Standard.

                                      F-2
<PAGE>

         (c)      If EDS fails to meet Substandard Performance Threshold
                  specified for MISER System Reporting and Output File
                  Availability, then Customer shall be entitled to a credit on
                  the Account Processing Fees defined in Schedule C, Section 1.a
                  for each subsequent month in which said Substandard
                  Performance Threshold is not met based on the following table:

               ON-LINE SYSTEM RESPONSE TIME                          CREDIT

         *  If more than 2% of the Reports and Output Files            1%
            are not available to Customer on time during a
            given month

         *  If more than 3% of the Reports and Output Files            3%
            are not available to Customer on time during
            a given month

         *  If more than 5% of the Reports and Output Files            5%
            are not available to Customer on time during a
            given month

                  Additionally, if more than 5% of the Reports and Output Files
                  are not available to Customer on time during two months in any
                  twelve (12) month period, Customer shall be entitled to a ten
                  percent (10%) credit, in lieu of the five percent (5%) credit
                  defined above, on Account Processing Fees for Open Active
                  Accounts defined in Schedule C, Section 1.a for the second
                  month in which EDS fails to achieve the Reporting and Output
                  File Availability Performance Standard.

3.   REPORTING: EDS agrees to provide to Customer, on a monthly basis, a report
     indicating EDS' actual performance against the Performance Standards
     identified in Schedule F, Sections 1.a, 1.c, and 1.d. Customer shall be
     responsible for notifying EDS of its failure to perform against the
     Performance Standards identified in Schedule F, Section 1.b. EDS reserves
     the right to audit Customer Performance Standard analysis pertaining to
     Schedule F, Section 1.b.

4.   TERMINATION: In the event EDS fails to meet the Critical Performance
     Threshold for the same Performance Standard for six (6) consecutive months,
     then Customer may, by giving the defaulting party at least sixty (6) days
     prior written notice thereof, terminate this Agreement as of a date
     specified in such notice.

5.   MISCELLANEOUS

     5.1  Performance Standard Credits shall be paid to Customer in the form of
          a of a credit against the amount payable by Customer to EDS under this
          Agreement for the next ensuing month's invoice for services rendered
          hereunder by EDS.

     5.2  A single event of failure which causes EDS to fail to meet more than
          one Performance Standard shall only reduce EDS' performance with
          respect to one Performance Standard. EDS and Customer will agree as to
          which Performance Standard will be affected by that single event.
          Under no circumstance shall the aggregate credit hereunder exceed ten
          percent (10%) of the total Account Processing Fees defined in Schedule
          C, Section 1.a in a given month.

     5.3  Measurement of EDS' actual performance under any Performance Standard
          shall exclude time attributable to events of pre-scheduled downtime.
          Pre-scheduled downtime shall include such things as regular preventive
          maintenance, servicing of hardware, hardware upgrades, and software
          upgrades. The times for pre-scheduled downtime shall be determined by
          EDS in advance of the event, provided, however, that EDS will use
          commercially reasonable efforts not to schedule any such pre-scheduled
          downtime during normal business hours.

                                      F-3
<PAGE>

     5.4  Notwithstanding anything to the contrary herein, EDS will not be held
          responsible for, and may exclude from the calculation of compliance
          with the Performance Standards, any failure to meet Performance
          Standards if, during, and to the extent that such failure is related
          to or caused by (a) regularly pre-scheduled downtime as described in
          Section 4.3 of this Schedule F, (b) any matter constituting force
          majeure, as provided in Section 8.3 of the Agreement, (c) Customer's
          or its third-party providers' failure to perform its obligations under
          the Agreement where such failure was the proximate cause of such
          failure, (d) special production jobs, testing procedures or other
          services which are given priority at the request of Customer, (e) any
          significant increase in processing volumes or significant change in
          the manner in which Customer conducts its business (in each case,
          during a reasonable transition period to be agreed upon by EDS and
          Customer in good faith), or (f) failure of the data communications
          carrier lines between Customer and the EDS' System.

     5.5  Customer acknowledges and agrees that the Performance Standard Credit
          provided for herein will be the sole and exclusive remedy available to
          Customer for EDS' failure to meet Performance Standards and Customer
          Shall not be entitled to any additional remedies.

     5.6  Customer and EDS agree that the purpose of the Performance Standards
          set forth herein are to induce EDS to achieve performance levels which
          are satisfactory to Customer and consistent with Customer's
          experience. In the event, however, that EDS does not meet the
          Performance Standards listed above, then Customer and EDS agree to
          review the actual performance and its impact on Customer. If, in the
          reasonable judgement of the parties, there is not significant adverse
          impact on Customer, and if the Performance Standard cannot be
          reasonably attained on a regular basis, then Customer and EDS agree to
          negotiate in good faith to arrive at a revised Performance Standard,
          or to waive the applicable credit pertaining to the particular
          Performance Standard. Further, EDS and Customer acknowledge that
          changing requirements may from time to time require modification of
          Performance Standards. Accordingly, EDS and Customer agree to review
          Performance Standards from time to time (but in no event less than
          annually) and shall negotiate in good faith to arrive at mutually
          agreeable revisions to the Performance Standards.

     5.7  Reports to be available by the daily report deadline are those
          produced by the MISER System critical path jobs as of the time of
          conversion. The critical path jobs include single executions of: NDFP,
          LNFP, NLFP, DLYEXP, DLYPRT, MSR900A, GLEXP, GLPRT, SVD090, SVM201,
          LNM259, LNM260, TFD091, LND200, and DATABASE DUMP. If Customer
          requests additional reports to be produced from these programs, or
          additional functions to be performed by these programs, the impact on
          the delivery schedule and the Performance Standards will be by mutual
          agreement of the parties.

                                      F-4
<PAGE>

                                   ADDENDUM 1

               AMENDMENTS TO THE AGREEMENT FOR TECHNOLOGY SERVICES

         WHEREAS, EDS, EIS (all references to EDS in this Addendum will be
deemed to include EIS) and Customer entered into the Agreement for Technology
Services ("Agreement") as of even date herewith.; and

         WHEREAS, the Agreement provides that it cannot be changed without the
written agreement of EDS and Customer; and

         WHEREAS, Customer has requested of EDS that EDS agree to certain
modifications to the Agreement as specified herein; and

         WHEREAS, EDS is agreeable to the following indicated modifications to
the Agreement, for the consideration hereinafter indicated.

         NOW THEREFORE, in and for the consideration hereinafter stated, and for
other good and valuable consideration, not herein recited but the sufficiency
and receipt of which are hereby acknowledged, EDS and Customer agree as follows:

1.       INCORPORATION WITHIN AGREEMENT. This Addendum to the Agreement for
         Technology Services shall be incorporated in the Agreement as if fully
         set forth therein and shall for all intents and purposes be and become
         a part of the Agreement.

2.       MODIFICATION OF PARAGRAPH 2.1. The second and third sentences of
         Paragraph 2.1 are modified to read as follows:

         "Unless either party gives the other party written notice of intent to
         terminate, at least six (6) months prior to the expiration date of the
         Initial Term, then this Agreement will automatically renew for an
         additional eighteen (18) months (the "Renewal Term"). Thereafter,
         unless either party gives the other party written notice of intent to
         terminate at least six (6) months prior to the expiration date of the
         Renewal Term, then this Agreement will automatically renew for an
         additional eighteen (18) months and continue until either party
         terminates this Agreement under the foregoing terms."

3.       MODIFICATION OF PARAGRAPH 3.1(B). Modify Paragraph 3.1(b) by deleting
         the phrase "AND EDS AGREES TO PROVIDE".

4.       MODIFICATION OF PARAGRAPH 3.2(b). Modify the first sentence of
         Paragraph 3.2(b) to read as follows: "PROVIDE ALL EQUIPMENT AT
         CUSTOMER'S EXPENSE, PLUS AN EDS MANAGEMENT FEE NOT TO EXCEED TEN
         PERCENT (10%) OF EDS' COST(S), INCLUDING RELATED SHIPPING,
         INSTALLATION, AND MAINTENANCE CHARGES, AND ADVISE CUSTOMER ON THE
         COMPATIBILITY OF ITS EQUIPMENT WITH THE EDS SYSTEMS."

5.       MODIFICATION OF PARAGRAPH 3.4. Modify the first sentence of Paragraph
         3.4 to read as follows: "EDS WILL USE COMMERCIALLY REASONABLE EFFORTS
         TO MAINTAIN THE EDS SYSTEMS SO THAT THEY WILL NOT BE DISAPPROVED BY ANY
         FEDERAL OR STATE REGULATORY AUTHORITY WITH JURISDICTION OVER CUSTOMER'S
         BUSINESS."

6.       MODIFICATION OF PARAGRAPH 3.4. The following is added to the end of
         Paragraph 3.4 to read as follows:

                                  Addendum 1-1
<PAGE>

         "BY ENTERING INTO THIS AGREEMENT, EDS AGREES THAT THE OFFICE OF THRIFT
         SUPERVISION ("OTS") WILL HAVE THE AUTHORITY AND RESPONSIBILITY PROVIDED
         TO THE OTHER REGULATORY AGENCIES PURSUANT TO THE BANK SERVICE
         CORPORATION ACT, 12 U.S.C. 1867(C) RELATING TO SERVICES PERFORMED BY
         CONTRACT OR OTHERWISE. EDS WILL, AT CUSTOMER'S EXPENSE, PROVIDE THE OTS
         DISTRICT DIRECTOR OF THE DISTRICT IN WHICH THE DATA CENTER IS LOCATED
         WITH ONE COPY OF (i) EDS' MOST RECENT INDEPENDENT DATA CENTER EDP AUDIT
         WHEN SUCH AN AUDIT HAS BEEN PERFORMED AND (ii) EDS' MOST RECENT AUDITED
         FINANCIAL STATEMENTS."

7.       REPLACEMENT OF PARAGRAPH 3.5. Paragraph 3.5 shall be deleted in its
         entirety and replaced with the following:

          "3.5    FINANCIAL STATEMENTS AND EDP AUDIT. EDS WILL PROVIDE AT NO
                  CHARGE ONE COPY OF EDS' MOST RECENT AUDITED FINANCIAL
                  STATEMENTS TO CUSTOMER. EDS WILL ALSO PROVIDE TO CUSTOMER ONE
                  COPY OF EDS' MOST RECENT INDEPENDENT DATA CENTER EDP AUDIT, IN
                  AN INDUSTRY ACCEPTABLE FORMAT, AT EDS' THEN STANDARD CHARGE
                  FOR SUCH COPY; PROVIDED, HOWEVER, THAT SUCH CHARGE WILL NOT
                  EXCEED $1,500 FOR ANY ONE COPY. EDS WILL ENGAGE AN INDEPENDENT
                  THIRD PARTY TO CONDUCT A DATA CENTER EDP AUDIT ON AN ANNUAL
                  BASIS."

8.       ADDITION OF PARAGRAPH 3.8. A new Paragraph 3.8 is hereby added to the
         Agreement and reads as follows:

         "3.8     PERFORMANCE STANDARDS: PERFORMANCE STANDARDS FOR THE SERVICES
                  ARE SET FORTH IN SCHEDULE F ("PERFORMANCE STANDARDS").
                  COMPLIANCE WITH PERFORMANCE STANDARDS WILL BE DETERMINED ON A
                  CALENDAR MONTH BASIS. IN ADDITION TO THE OTHER PROVISIONS OF
                  SCHEDULE F, IF EDS DOES NOT, DURING ANY CALENDAR MONTH, MEET
                  OR EXCEED ANY OF THE PERFORMANCE STANDARDS, THEN CUSTOMER AND
                  EDS WILL COOPERATE TO DETERMINE THE CAUSE THEREFOR AND THE
                  PARTY RESPONSIBLE FOR THE FAILURE TO MEET THE PERFORMANCE
                  STANDARDS. "

9.       REPLACEMENT OF PARAGRAPH 4.3. Paragraph 4.3 shall be deleted in its
         entirety and replaced with the following:

         "4.3     CORRECTION OF REPORTS AND OUTPUT. CUSTOMER WILL BALANCE
                  REPORTS TO VERIFY MASTER FILE INFORMATION AND WILL INSPECT AND
                  REVIEW ALL REPORTS AND OTHER OUTPUT (WHETHER PRINTED,
                  MICROFICHED OR ELECTRONICALLY TRANSMITTED) CREATED FROM DATA
                  PROVIDED BY CUSTOMER TO EDS. CUSTOMER WILL REJECT ALL
                  INCORRECT REPORTS OR OUTPUT (i) WITHIN FIVE (5) BUSINESS DAYS
                  AFTER RECEIPT OF DAILY REPORTS OR OUTPUT, (ii) WITHIN TEN (10)
                  BUSINESS DAYS AFTER RECEIPT OF MONTHLY REPORTS OR OUTPUT,
                  (iii) WITHIN THIRTY (30) BUSINESS DAYS AFTER RECEIPT OF ANNUAL
                  OR QUARTERLY REPORTS OR OUTPUT, (iv) WITHIN TEN (10) BUSINESS
                  DAYS AFTER RECEIPT OF ALL OTHER REPORTS OR OUTPUT AND (v)
                  WITHIN 10 BUSINESS DAYS AFTER RECEIPT OF NOTICE FROM CUSTOMERS
                  OF CUSTOMER, BUT IN NO EVENT TO EXCEED A TOTAL OF SIXTY (60)
                  DAYS FROM THE DATE SUCH REPORTS OR OUTPUT WERE MAILED, FOR ALL
                  MISER DEPOSIT AND LOAN MONTHLY STATEMENTS."

10.      MODIFICATION OF PARAGRAPH 4.6. Modify Paragraph 4.6 by adding the
         following at the end of the Paragraph: "NOTWITHSTANDING THE FOREGOING,
         EDS SHALL PROVIDE TO CUSTOMER, OR ITS CUSTOMER SYSTEMS PROVIDER, A
         MINIMUM OF THREE (3) MONTHS ADVANCE NOTICE OF ANY MATERIAL CHANGES TO
         EDS' SYSTEMS THAT MAY AFFECT COMPATIBILITY WITH CUSTOMER SYSTEM(S)."

11.      MODIFICATION OF PARAGRAPH 5.1(a). Modify Paragraph 5.1(a) by the
         addition of the phrase "PRORATED FOR PARTIAL MONTHS SERVICE" at the end
         of this paragraph.

12.      MODIFICATION OF PARAGRAPH 5.1(c). Modify Paragraph 5.1(c) by the
         addition of the phrase "PRORATED FOR PARTIAL MONTHS SERVICE" at the end
         of this paragraph.

13.      MODIFICATION OF PARAGRAPH 5.2(b). Modify the phrase "TRAVEL AND
         TRAVEL-RELATED EXPENSES" in the first sentence to read "REASONABLE
         TRAVEL AND TRAVEL-RELATED EXPENSES".

14.      MODIFICATION OF PARAGRAPH 5.3. Modify the first sentence of Paragraph
         5.3 to read as follows: "ALL CHARGES UNDER THIS AGREEMENT WILL BE DUE
         AND PAYABLE WITHIN THIRTY (30) DAYS OF INVOICE DATE."

                                  Addendum 1-2
<PAGE>

15.      MODIFICATION OF PARAGRAPH 6.5(e). Modify the first sentence of
         Paragraph 6.5(e) by the addition of the following fourth bullet: "(iv)
         ANY SIMILAR CONTINGENCY PLANNING REQUIREMENTS OF THE OFFICE OF THRIFT
         SUPERVISION."

16.      REPLACEMENT  OF  PARAGRAPH  7.2.  Paragraph  7.2 shall be deleted in
         its  entirety  and  replaced  with the following:

         "7.2     TERMINATION DUE TO ACQUISITION. IF (i) FIFTY PERCENT OR MORE
                  OF THE STOCK OR ASSETS OF CUSTOMER, OR CUSTOMER'S HOLDING
                  COMPANY, ARE ACQUIRED BY ANOTHER PERSON OR ENTITY, WHETHER BY
                  MERGER, REORGANIZATION, SALE, TRANSFER, OR OTHER SIMILAR
                  TRANSACTION, (ii) CUSTOMER IS NOT THE SURVIVING ENTITY, AND
                  (iii) CUSTOMER'S DATA WILL BE PROCESSED BY THE ACQUIRING
                  ENTITY OR ITS CURRENT VENDOR, THEN EDS AND CUSTOMER WILL
                  NEGOTIATE IN GOOD FAITH THE TERMS AND CONDITIONS UPON WHICH
                  THIS AGREEMENT MAY BE MODIFIED TO ACCOMMODATE SUCH
                  TRANSACTION. IF THE PARTIES ARE UNABLE TO AGREE UPON SUCH
                  MODIFICATION, EITHER PARTY MAY TERMINATE THIS AGREEMENT UPON
                  EITHER A MUTUALLY AGREEABLE DATE OR, IN THE EVENT THE PARTIES
                  ARE UNABLE TO AGREE ON SUCH DATE, THE LATER OF (i)
                  CONSUMMATION OF THE ACQUISITION OR (ii) A DATE BASED ON THE
                  FOLLOWING TABLE:

                         i.         TWELVE MONTHS FOLLOWING WRITTEN NOTICE FROM
                                    EITHER PARTY IF SUCH NOTICE IS PROVIDED IN
                                    MONTHS ONE THROUGH TWELVE (1-12) FOLLOWING
                                    THE OPERATIONAL DATE.

                         ii.        NINE (9) MONTHS FOLLOWING WRITTEN NOTICE
                                    FROM EITHER PARTY IF SUCH NOTICE IS PROVIDED
                                    IN MONTHS THIRTEEN THROUGH THIRTY-SIX
                                    (13-36) FOLLOWING THE OPERATIONAL DATE.

                         iii.       SIX (6) MONTHS FOLLOWING WRITTEN NOTICE FROM
                                    EITHER PARTY IF SUCH NOTICE IS PROVIDED IN
                                    MONTHS THIRTY-SEVEN THROUGH SIXTY (37-60)
                                    FOLLOWING THE OPERATIONAL DATE.

                  NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN
                  THE EVENT CUSTOMER IS ACQUIRED BY ANOTHER FINANCIAL
                  INSTITUTION WHICH IS A PRE-EXISTING, CONTRACTUAL CUSTOMER OF
                  EDS FOR THE PROVISION OF SUBSTANTIALLY THE SAME SERVICES AS
                  THOSE PROVIDED UNDER THIS AGREEMENT USING THE MISER OPERATING
                  SYSTEM, THEN CUSTOMER MAY TERMINATE THIS AGREEMENT PURSUANT TO
                  THIS SECTION 7.2 AND WILL PAY TO EDS THE AMOUNTS DESCRIBED IN
                  SECTION 7.7, AND NOT THOSE AMOUNTS DESCRIBED IN SECTION 7.6."

17.      REPLACEMENT  OF  PARAGRAPH  7.4.  Paragraph  7.4 shall be deleted in
         its  entirety  and  replaced  with the following:

         "7.4     TERMINATION FOR CAUSE., IF EITHER PARTY MATERIALLY OR
                  REPEATEDLY DEFAULTS IN ITS PERFORMANCE UNDER THIS AGREEMENT
                  (EXCEPT FOR (i) NON-PAYMENT OF AMOUNTS DUE TO EDS WHICH SHALL
                  BE GOVERNED BY THE PROVISIONS OF SECTION 7.3 AND (ii) EDS'
                  FAILURE TO MEET PERFORMANCE STANDARDS WHICH SHALL BE GOVERNED
                  BY THE PROVISIONS OF SCHEDULE F) AND FAILS TO EITHER
                  SUBSTANTIALLY CURE SUCH DEFAULT WITHIN NINETY DAYS AFTER
                  RECEIVING WRITTEN NOTICE SPECIFYING THE DEFAULT OR, FOR THOSE
                  DEFAULTS WHICH CANNOT REASONABLY BE CURED WITHIN NINETY DAYS,
                  PROMPTLY COMMENCE CURING SUCH DEFAULT AND THEREAFTER PROCEED
                  WITH ALL DUE DILIGENCE TO SUBSTANTIALLY CURE THE DEFAULT, THEN
                  THE PARTY NOT IN DEFAULT MAY, BY GIVING THE DEFAULTING PARTY
                  AT LEAST THIRTY DAYS PRIOR WRITTEN NOTICE THEREOF, TERMINATE
                  THIS AGREEMENT AS OF A DATE SPECIFIED IN SUCH NOTICE. THE
                  PARTIES AGREE THAT MATERIALLY OR REPEATEDLY INCORRECT REPORTS
                  OR OUTPUT PROVIDED BY EDS AND REJECTED BY CUSTOMER WITHIN THE
                  TIMEFRAMES SPECIFIED IN SECTION 4.3 SHALL BE SUBJECT TO THE
                  PROVISIONS OF THIS SECTION 7.4."

                                  Addendum 1-3
<PAGE>

18.      MODIFICATION  OF  PARAGRAPH  7.6(a).  The  following  is added to the
         end of  Paragraph  7.6(a)  to read as follows:

         "EDS WILL PERFORM ANY ADDITIONAL SERVICES REASONABLY REQUESTED BY
         CUSTOMER FOR DECONVERSION ASSISTANCE AT EDS' THEN STANDARD CHARGES;
         PROVIDED, HOWEVER, THAT IN THE EVENT EDS TERMINATES THIS AGREEMENT
         PURSUANT TO SECTIONS 7.3 OR 7.5, ALL SUCH CHARGES WILL BE PAID BY
         CUSTOMER ON A MONTHLY BASIS IN ADVANCE."

19.      REPLACEMENT OF PARAGRAPH 7.6 (b).  Paragraph  7.6(b) shall be deleted
         in its entirety and replaced with the following:

         "(b)     (i) IN THE EVENT OF TERMINATION OF THIS AGREEMENT PURSUANT TO
                  SECTION 7.3, 7.4, 7.5 OR 7.8 (BUT EXCLUDING BY ELECTION BY
                  EITHER PARTY NOT TO RENEW PURSUANT TO SECTION 2.1 OR
                  TERMINATION BY CUSTOMER PURSUANT TO SECTION 7.4 OR 9.5 OR
                  SECTION 4 OF SCHEDULE F) FIFTY PERCENT (50%) OF THE TOTAL
                  COMPENSATION WHICH WOULD HAVE BEEN PAID OR REIMBURSED TO EDS
                  UNDER THIS AGREEMENT DURING THE REMAINDER OF ITS TERM. THE
                  AMOUNT OF TOTAL COMPENSATION WILL BE COMPUTED BY MULTIPLYING
                  THE TOTAL NUMBER OF MONTHS REMAINING IN THE INITIAL TERM OR
                  THE RENEWAL TERM THEN IN EFFECT FROM THE EFFECTIVE DATE OF THE
                  TERMINATION BY THE MINIMUM CHARGE FOR BASIC SERVICES UNDER
                  THIS AGREEMENT DURING THE TWELVE CALENDAR MONTHS IMMEDIATELY
                  PRECEDING THE CALENDAR MONTH IN WHICH NOTICE OF TERMINATION
                  WAS GIVEN, AND MULTIPLYING THAT NUMBER BY FIFTY PERCENT (50%).
                  THIS IS EXPRESSED MATHEMATICALLY AS FOLLOWS:

                  (NUMBER  OF MONTHS REMAINING IN TERM) X (MINIMUM CHARGE FOR
                  BASIC SERVICES FOR THE TWELVE MONTHS PRECEDING NOTICE OF
                  TERMINATION) X 0.50

                  IF THIS AGREEMENT HAS BEEN IN EFFECT LESS THAN TWELVE CALENDAR
                  MONTHS PRIOR TO THE GIVING OF THE NOTICE OF TERMINATION, THEN
                  THE PARTIES WILL COMPUTE THE AMOUNT DUE UNDER THIS SUBSECTION
                  (b) USING THE MINIMUM CHARGE FOR BASIC SERVICES DURING THE
                  LESSER NUMBER OF CALENDAR MONTHS. IF TERMINATION OF THIS
                  AGREEMENT OCCURS PRIOR TO THE OPERATIONAL DATE, THEN THE
                  PARTIES WILL COMPUTE THE AMOUNT DUE UNDER THIS SUBSECTION (b)
                  ASSUMING THAT THE OPERATIONAL DATE HAD OCCURRED WHEN SCHEDULED
                  BY EDS AND USING THE MINIMUM CHARGE FOR BASIC SERVICE TO BE
                  PAID BY CUSTOMER AFTER THE OPERATIONAL DATE.

                  (ii) IN THE EVENT OF TERMINATION OF THIS AGREEMENT PURSUANT TO
                       SECTION 7.2, THE AMOUNT OF TOTAL COMPENSATION WILL BE
                       COMPUTED AS FOLLOWS:

                  i.   $300,000.00 IF WRITTEN NOTICE OF SUCH TERMINATION FROM
                       EITHER PARTY IS PROVIDED IN MONTHS ONE THROUGH TWELVE
                       (1-12) FOLLOWING THE OPERATIONAL DATE.

                  ii.  $200,000.00 IF WRITTEN NOTICE OF SUCH TERMINATION FROM
                       EITHER PARTY IS PROVIDED IN MONTHS THIRTEEN THROUGH
                       TWENTY-FOUR (13-24) FOLLOWING THE OPERATIONAL DATE.

                  iii. $150,000.00 IF WRITTEN NOTICE OF SUCH TERMINATION FROM
                       EITHER PARTY IS PROVIDED IN MONTHS TWENTY-FIVE THROUGH
                       THIRTY-SIX (25-36) FOLLOWING THE OPERATIONAL DATE. IV.
                       $75,000.00 IF WRITTEN NOTICE OF SUCH TERMINATION FROM
                       EITHER PARTY IS PROVIDED IN MONTHS THIRTY-SEVEN THROUGH
                       FORTY-EIGHT (37-48) FOLLOWING THE OPERATIONAL DATE.

                  v.   $50,000.00 IF WRITTEN NOTICE OF SUCH TERMINATION FROM
                       EITHER PARTY IS PROVIDED IN MONTHS FORTY-NINE THROUGH
                       SIXTY (49-60) FOLLOWING THE OPERATIONAL DATE.

                  (iii) AMOUNTS PAYABLE UNDER SECTION 7.6(B) SHALL BE PAID UPON
                  SUBMISSION OF THE APPLICABLE TERMINATION NOTICE. ALL OTHER
                  AMOUNTS UNDER THIS SECTION 7.6 WILL BE INVOICED AND PAID PRIOR
                  TO THE EFFECTIVE DATE OF SUCH TERMINATION AND PRIOR TO THE
                  RELEASE OF ANY TEST TAPES OR OTHER DATA OF CUSTOMER."

                                  Addendum 1-4
<PAGE>


20.      ADDITION OF PARAGRAPH7.8. A new Paragraph 7.8 is hereby added to the
         Agreement and reads as follows:

         "7.8     TERMINATION FOR CONVENIENCE. AT ANY TIME, FOR ANY REASON,
                  AFTER THE LAST DAY OF THE FIRST MONTH FOLLOWING THE MONTH IN
                  WHICH THE OPERATION DATE OCCURS AND AS LONG AS CUSTOMER IS NOT
                  THEN AND DOES NOT BECOME IN DEFAULT UNDER THIS AGREEMENT,
                  CUSTOMER MAY TERMINATE THIS AGREEMENT FOR CONVENIENCE AND
                  WITHOUT CAUSE BY GIVING EDS AT LEAST SIX (6) MONTHS' PRIOR
                  WRITTEN NOTICE DESIGNATING THE EFFECTIVE DATE OF TERMINATION
                  AS LONG AS CUSTOMER IS NOT THEN AND DOES NOT BECOME IN DEFAULT
                  UNDER THIS AGREEMENT PRIOR TO THE TERMINATION DATE AND PAYS TO
                  EDS, ON OR BEFORE THE TERMINATION DATE, ALL AMOUNTS SET FORTH
                  IN SECTION 7.6(a) AND SECTION 7.6(b)(i)."

21.      ADDITION OF PARAGRAPH 7.9. A new paragraph 7.9 is hereby added to the
         Agreement and reads as follows:

         "7.9     REGULATORY TERMINATION. IN THE EVENT THAT CONTROL OF CUSTOMER
                  IS ASSUMED BY THE OFFICE OF THRIFT SUPERVISION, THE FEDERAL
                  DEPOSIT INSURANCE CORPORATION, OR ANOTHER DULY AUTHORIZED
                  PUBLIC AUTHORITY, THEN EITHER PARTY MAY, BY GIVING PRIOR
                  NOTICE TO THE OTHER PARTY, TERMINATE THIS AGREEMENT AND THE
                  PAYMENT DUE UPON TERMINATION AS SET FORTH IN SECTION 7.6 SHALL
                  NOT INCLUDE THE AMOUNT DESCRIBED IN SECTION 7.6(b)(i)."

22.      REPLACEMENT OF PARAGRAPH 8.1. Paragraph 8.1 shall be deleted in its
         entirety and replaced with the following:

         "8.1     LIMITATION OF LIABILITY. IF EDS BECOMES LIABLE TO THE CUSTOMER
                  UNDER THIS AGREEMENT FOR ANY REASON (INCLUDING LIABILITY
                  ARISING FROM MATERIALLY OR REPEATEDLY INCORRECT REPORTS OR
                  OUTPUT PROVIDED BY EDS, WHETHER ARISING BY NEGLIGENCE OR
                  OTHERWISE, THEN (a) THE DAMAGES RECOVERABLE AGAINST EDS FOR
                  ALL EVENTS, ACTS, DELAYS, OR OMISSIONS WILL NOT EXCEED IN THE
                  AGGREGATE THE COMPENSATION PAYABLE TO EDS PURSUANT TO SECTION
                  5.1 OF THIS AGREEMENT FOR THE LESSER OF THE MONTHS THAT HAVE
                  ELAPSED SINCE THE OPERATIONAL DATE OR THE SIX (6) MONTHS
                  ENDING WITH THE LATEST MONTH IN WHICH OCCURRED THE EVENTS,
                  ACTS, DELAYS OR OMISSIONS FOR WHICH DAMAGES ARE CLAIMED, AND
                  (b) THE MEASURE OF DAMAGES WILL NOT INCLUDE ANY AMOUNTS FOR
                  INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY PARTY,
                  INCLUDING THIRD PARTIES, . THE PARTIES AGREE THAT CUSTOMER HAS
                  A DUTY TO EXERCISE REASONABLE DILIGENCE, CONSISTENT WITH THE
                  CUSTOMS OF THE BANKING INDUSTRY, TO IDENTIFY AND CORRECT
                  READILY APPARENT ERRORS IN THE REPORTS AND OUTPUT PRODUCED BY
                  EDS BEFORE USING SUCH REPORTS AND OUTPUT, AND EDS SHALL HAVE
                  NO LIABILITY TO CUSTOMER FOR SUCH READILY APPARENT ERRORS IF
                  CUSTOMER, IN THE EXERCISE OF SUCH REASONABLE DILIGENCE, COULD
                  HAVE IDENTIFIED SUCH ERRORS WITHIN THE TIMEFRAMES SPECIFIED IN
                  SECTION 4.3. CUSTOMER MAY NOT ASSERT ANY CAUSE OF ACTION
                  AGAINST EDS OF WHICH CUSTOMER KNEW OR SHOULD HAVE KNOWN MORE
                  THAN TWO (2) YEARS PRIOR TO SUCH ASSERTION. IN CONNECTION WITH
                  THE CONDUCT OF ANY LITIGATION WITH THIRD PARTIES RELATING TO
                  ANY LIABILITY OF EDS TO CUSTOMER OR TO SUCH THIRD PARTIES, EDS
                  WILL HAVE ALL RIGHTS WHICH ARE APPROPRIATE TO ITS POTENTIAL
                  RESPONSIBILITIES OR LIABILITIES. EDS WILL HAVE THE RIGHT TO
                  PARTICIPATE IN ALL SUCH LITIGATION AND TO SETTLE OR COMPROMISE
                  ITS LIABILITY TO THIRD PARTIES."

                                  Addendum 1-5
<PAGE>

23.      REPLACEMENT OF PARAGRAPH 8.2. Paragraph 8.2 shall be deleted in its
         entirety and replaced with the following:

         "8.2     WARRANTY.

         (a)      PERFORMANCE. EDS REPRESENTS AND WARRANTS TO EXERCISE
                  REASONABLE CARE IN PERFORMING SERVICES AND THAT ALL SERVICES
                  WILL BE PERFORMED IN A PROFESSIONAL AND WORKMANLIKE MANNER.

         (b)      VIRUSES. EDS WILL USE COMMERCIALLY REASONABLE MEASURES TO
                  SCREEN ANY SOFTWARE PROVIDED OR MADE AVAILABLE BY IT TO THE
                  OTHER PARTY HEREUNDER FOR THE PURPOSE OF AVOIDING THE
                  INTRODUCTION OF ANY "VIRUS" OR OTHER COMPUTER SOFTWARE ROUTINE
                  OR HARDWARE COMPONENTS WHICH ARE DESIGNED (i) TO PERMIT ACCESS
                  OR USE BY THIRD PARTIES TO THE SOFTWARE OF THE OTHER PARTY NOT
                  AUTHORIZED BY THIS AGREEMENT, (ii) TO DISABLE OR DAMAGE
                  HARDWARE OR DAMAGE, ERASE OR DELAY ACCESS TO SOFTWARE OR DATA
                  OR (iii) TO PERFORM ANY OTHER SIMILAR ACTIONS.

         (c)      PASS-THROUGH WARRANTIES AND INDEMNITIES. EDS AGREES THAT IT
                  WILL PASS THROUGH TO CUSTOMER ANY RIGHTS IT OBTAINS UNDER
                  WARRANTIES AND INDEMNITIES GIVEN BY ITS THIRD PARTY
                  SUBCONTRACTORS OR SUPPLIERS IN CONNECTION WITH ANY SERVICES,
                  SOFTWARE, EQUIPMENT OR OTHER PRODUCTS PROVIDED BY EDS PURSUANT
                  TO THIS AGREEMENT TO THE EXTENT PERMITTED BY THE APPLICABLE
                  SUBCONTRACTORS OR SUPPLIERS. IN THE EVENT OF A THIRD PARTY
                  SOFTWARE OR EQUIPMENT NONCONFORMANCE, EDS WILL COORDINATE
                  WITH, AND BE THE POINT OF CONTACT FOR RESOLUTION OF THE
                  PROBLEM THROUGH, THE APPLICABLE VENDOR AND, UPON BECOMING
                  AWARE OF A PROBLEM, WILL NOTIFY SUCH VENDOR AND WILL USE
                  COMMERCIALLY REASONABLE EFFORTS TO CAUSE SUCH VENDOR TO
                  PROMPTLY REPAIR OR REPLACE THE NONCONFORMING ITEM IN
                  ACCORDANCE WITH SUCH VENDOR'S WARRANTY. IF ANY WARRANTIES OR
                  INDEMNITIES MAY NOT BE PASSED THROUGH, EDS AGREES THAT IT
                  WILL, UPON THE REQUEST OF CUSTOMER, TAKE REASONABLE ACTION TO
                  ENFORCE ANY APPLICABLE WARRANTY OR INDEMNITY WHICH IS
                  ENFORCEABLE BY EDS IN ITS OWN NAME. HOWEVER, EDS WILL HAVE NO
                  OBLIGATION TO RESORT TO LITIGATION OR OTHER FORMAL DISPUTE
                  RESOLUTION PROCEDURES TO ENFORCE ANY SUCH WARRANTY OR
                  INDEMNITY UNLESS EDS CHOOSES TO DO SO AND CUSTOMER AGREES TO
                  REIMBURSE EDS FOR ALL COSTS AND EXPENSES INCURRED IN
                  CONNECTION THEREWITH, INCLUDING REASONABLE ATTORNEYS' FEES AND
                  EXPENSES.

         (d)      DISCLAIMER OF WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY
                  PROVIDED IN THIS SECTION 8.2, EDS DISCLAIMS ALL OTHER
                  WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR BY OPERATION OF LAW
                  OR OTHERWISE, CONTAINED IN OR DERIVED FROM THIS AGREEMENT, ANY
                  OF THE SCHEDULES ATTACHED HERETO, ANY OTHER DOCUMENTS
                  REFERENCED HEREIN, OR IN ANY OTHER MATERIALS, PRESENTATIONS OR
                  OTHER DOCUMENTS OR COMMUNICATIONS WHETHER ORAL OR WRITTEN,
                  INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF
                  MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE."

24.      MODIFICATION OF PARAGRAPH 8.3.  The second sentence of  Paragraph 8.3
         is amended to read as follows:

                                  Addendum 1-6
<PAGE>

         "SUCH NONPERFORMANCE WILL NOT BE A DEFAULT OR A GROUND FOR TERMINATION
         SO LONG AS (i) IT COULD NOT HAVE BEEN PREVENTED BY REASONABLE
         PRECAUTIONS AND (ii) REASONABLE MEANS ARE TAKEN TO EXPEDITIOUSLY REMEDY
         THE PROBLEM CAUSING SUCH NONPERFORMANCE. TO THE EXTENT THAT CONTINGENCY
         PLANNING SERVICES ARE INCLUDED IN THE SERVICES, THE FOREGOING WILL NOT
         LIMIT EDS' OBLIGATION TO PROVIDE SUCH SERVICES UNLESS THEY ALSO ARE
         AFFECTED BY THE FORCE MAJEURE EVENT."

25.      ADDITION OF PARAGRAPH 8.6. A new Paragraph 8.6 is hereby added to the
         Agreement and reads as follows:

         "8.6     PATENT INDEMNITY. EDS WILL INDEMNIFY, DEFEND, AND HOLD
                  HARMLESS CUSTOMER FROM ANY AND ALL CLAIMS, ACTIONS, DAMAGES,
                  LIABILITIES, COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION,
                  REASONABLE ATTORNEYS' FEES AND EXPENSES) ARISING OUT OF ANY
                  CLAIMS OF INFRINGEMENT BY EDS OF ANY U.S. LETTERS PATENT, ANY
                  TRADE SECRET, OR ANY COPYRIGHT, TRADEMARK, SERVICE MARK, TRADE
                  NAME OR SIMILAR PROPRIETARY RIGHTS CONFERRED BY COMMON LAW OR
                  BY ANY LAW OF THE UNITED STATES OR ANY STATE ALLEGED TO HAVE
                  OCCURRED BECAUSE OF SYSTEMS PROVIDED OR WORK PERFORMED BY EDS.
                  HOWEVER, THE INDEMNITY WILL NOT APPLY UNLESS CUSTOMER INFORMS
                  EDS AS SOON AS PRACTICABLE OF ANY CLAIM OR ACTION ALLEGING
                  SUCH INFRINGEMENT, AND HAS GIVEN EDS FULL OPPORTUNITY TO
                  CONTROL THE RESPONSE THERETO AND THE DEFENSE THEREOF,
                  INCLUDING, WITHOUT LIMITATION, ANY AGREEMENT RELATING TO
                  SETTLEMENT. EDS WILL NOT BE LIABLE TO CUSTOMER FOR CLAIMS OF
                  INDIRECT OR CONTRIBUTORY INFRINGEMENT."

26.      ADDITION OF PARAGRAPH 8.7. A new Paragraph 8.7 is hereby added to the
         Agreement and reads as follows:

         "8.7     ATTORNEYS' FEES. IF THERE IS AN ARBITRATION PROCEEDING
                  PURSUANT TO THE PROVISIONS OF SECTION 7.1, THE PREVAILING
                  PARTY SHALL BE ENTITLED TO RECOVER REASONABLE ATTORNEYS' FEES
                  AND OTHER COSTS INCURRED IN THAT ACTION OR PROCEEDING,
                  INCLUDING. IN ADDITION TO ANY OTHER RELIEF TO WHICH IT MAY BE
                  ENTITLED, RECOVERY OF ANY REASONABLE ATTORNEYS' FEES INCURRED
                  BY THE PREVAILING PARTY IF ANY LEGAL ACTION OR OTHER
                  PROCEEDING IS BROUGHT FOR THE ENFORCEMENT OF AN AWARD UNDER
                  SECTION 7.1."

27.      REPLACEMENT  OF  PARAGRAPH  9.3.  Paragraph  9.3 shall be deleted in
         its  entirety  and  replaced  with the following:

         "9.3     NOTICES. ANY NOTICE UNDER THIS AGREEMENT WILL BE DEEMED TO BE
                  GIVEN WHEN (i) DELIVERED BY HAND OR WHEN MAILED BY REGISTERED
                  UNITED STATES MAIL, RETURN RECEIPT REQUESTED, AND (ii)
                  ADDRESSED TO THE RECIPIENT PARTY AT ITS ADDRESS SET FORTH
                  BELOW:

                           IF TO CUSTOMER:

                                    FIDELITY FEDERAL BANK, FSB
                                    4565 COLORADO BLVD.
                                    LOS ANGELES, CALIFORNIA 90039
                                    ATTENTION:  PRESIDENT

                           WITH COPY TO:

                                    FIDELITY FEDERAL BANK, FSB
                                    4565 COLORADO BLVD.
                                    LOS ANGELES, CALIFORNIA 90039
                                    ATTENTION:  LEGAL DEPARTMENT;

                           IF TO EDS:

                                    EDS
                                    1901 SUMMIT TOWER BOULEVARD
                                    ORLANDO, FL 32810-5910
                                    ATTN: PRESIDENT, MISER DIVISION.

                                  Addendum 1-7
<PAGE>

                  EITHER PARTY MAY FROM TIME TO TIME CHANGE ITS ADDRESS FOR
                  NOTIFICATION PURPOSES, BY GIVING THE OTHER PRIOR WRITTEN
                  NOTICE OF THE NEW ADDRESS AND THE DATE UPON WHICH IT WILL
                  BECOME EFFECTIVE."

28.      MODIFICATION OF PARAGRAPH 9.9. Modify the phrase "STATE OF TEXAS" in
         the first sentence of Paragraph 9.9 to read "STATE OF DELAWARE".

29.      EFFECT OF ADDENDUM. Except for the foregoing described changes to the
         Agreement, the Agreement shall in all other respects remain in full
         force and effect, unchanged hereby. By execution of this Addendum
         Customer agrees to be bound by the terms of the Agreement in each and
         every respect with regard to the changes created in this Addendum as if
         this Addendum had been fully set forth in the Agreement. There shall be
         no change in the warranties, representations, liabilities, or
         obligations of EDS under the Agreement by virtue of this Addendum
         except as expressly set forth herein.

                                  Addendum 1-8
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Addendum in
manner and form sufficient to bind them on the day and year indicated after
their respective execution hereof.


Customer:                                    Accepted by:
FIDELITY FEDERAL BANK                        ELECTRONIC DATA SYSTEMS CORPORATION


By:  /S/ JAMES E. STUTZ                      By:  /S/ PAUL W. DUCKHAM
-----------------------------------          -----------------------------------
     Authorized Signature                         Authorized Signature

      JAMES E. STUTZ,                                PAUL W. DUCKHAM,
President and Chief Operating Officer           President, MISER Division
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   Type or Print Name and Title                Type or Print Name and Title

      December 3, 1999                               December 9, 1999
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            Date                                          Date

                                  Addendum 1-9