REMOTE OUTSOURCING AGREEMENT






                                 by and between




                        ALLTEL INFORMATION SERVICES, INC.



                                       and



                          UNION ACCEPTANCE CORPORATION





                                    July 1998



<PAGE>



                                TABLE OF CONTENTS

                                                                            Page

1.            Scope of Services, Description of Exhibits ...........           1
  1.1         Services 1
  1.2         Exhibits 1

2.            Term .................................................           1

3.            Responsibilities of the Parties ......................           1
  3.1         Input Forms and Output Forms .........................           1
  3.2         Delivery 1
  3.3         Equipment and Communication Costs ....................           2
  3.4         Client's Input Data ..................................           2
  3.5         Maintaining Copies of Input ..........................           2
  3.6         Compatibility of Non-ALLTEL Systems3
  3.7         Audit ................................................           3
  3.8         Days of Operation 3

4.            Time of Performance ..................................           4
  4.1         Submission of Input ..................................           4
  4.2         Acts of God and Equipment Malfunction ................           4
  4.3         Special Requests .....................................           4
  4.4         Correction of Processing Errors ......................           4
  4.5         Client Review of Reports .............................           4
  4.6         Limitation of Liability ..............................           4

5.            Planning and Communication ...........................           5

6.            Education ............................................           5

7.          Mergers and Acquisitions ...............................           5

8.          Enchancements,  Replacement  Systems,  New Subsystems,
            New Systems, and Modifications to ALLTEL Batch and
            On-Line Systems ..........................................         5
   8.1      Announcement .............................................         5
   8.2      Installation of Enhancements and Replacement Systems 6
   8.3      Installation of New Subsystems and New Systems ...........         6
   8.4      Modifications Requested by Client ........................         6
   8.5      Client Knowledge of System Status ........................         7
   8.6      User Manuals .............................................         7

9.          Regulatory Compliance ....................................         7

10.         Confidentiality ..........................................         7
  10.1      Confidentiality of Client Data ...........................         7
  10.2      ALLTEL Data ..............................................         7
  10.3      Inspection of Records ....................................         8
  10.4      Legal Process ............................................         8
  10.5      Confidential Agreement ...................................         8

11.         Return of Data ...........................................         8
  11.1      Program Ownership 8
  11.2      Master and Transaction File Ownership ....................         9

12.         Disaster Recovery and File Backup ........................         9
  12.1      Disaster Recovery 9
  12.2      File Backup ..............................................         9

13.         Miscellaneous Services ...................................        10
  13.1      Authorized Additional Services ...........................        10
  13.2      Repetitive Services ......................................        10

14.         Price Adjustment .........................................        10

15.         Payment and Billing ......................................        10

16.         Termination ..............................................        11
  16.1      Right to Terminate .......................................        11
  16.2      Method of Termination ....................................        11
  16.3      Data, Systems and Programs11

17.         Year 2000 Compliance .....................................        11
  17.1      Responsibility and Obligation ............................        11
  17.2      Year 2000 Compliant Software .............................        11
  17.3      Year 2000 Compliance Exclusions ..........................        12
  17.4      Year 2000 Corrections ....................................        12

18.         No Interference with Contractual Relationship ............        13

19.         Assignment or Delegation of Duties........................        13

20.         Client and ALLTEL Employees ..............................        13

21.         Qualified Personnel ......................................        13

22.         Facilities for ALLTEL Personnel ..........................        13

23.         Notices ..................................................        13

24.         Paragraph Titles .........................................        14

25.         Counterparts .............................................        14

26.         Increase for Taxes .......................................        14

27.         Standard Reports and Schedules ...........................        14

28.         Financial Statements .....................................        14

29.         Governing Law ............................................        14

30.         Insurance ................................................        14

31.         Entire Agreement, Warranty Disclaimers ...................        15

32.         Covenant of Good Faith ...................................        15

33.         Informal Dispute Resolution ..............................        15
  33.1      Dispute Notice ...........................................        15
  33.2      Presidents' Meeting ......................................        15
  33.3      Mediation ................................................        15
  33.4      Litigation ...............................................        16
  33.5      Exception ................................................        16


                                    EXHIBITS

A.       Software Listing
B.       Reports
C.       Charges
D.       Input/Output Schedule
E.       ALLTEL Holiday Schedule
F.       ALLTEL Insurance Coverage
G.       Guidelines for Disaster Recovery Responsibilities
H.       Branch Automation Software License Agreement
I.       U.S. Year 2000 (MVS) Status



<PAGE>



                        ALLTEL INFORMATION SERVICES, INC.

                          REMOTE OUTSOURCING AGREEMENT


         This is an Agreement  between  ALLTEL  INFORMATION  SERVICES,  INC., an
Arkansas  corporation,  whose  permanent  mailing address is 4001 Rodney Parham.
Road,  Little Rock,  Arkansas  72212  (hereinafter  referred to as "ALLTEL") and
UNION  ACCEPTANCE  CORPORATION,  whose  permanent  mailing  address  is  250  N.
Shadeland  Avenue,  Indianapolis,  Indiana.  46219  (hereinafter  referred to as
"Client").  In  consideration  of the  payments  to be made and  services  to be
performed hereunder, the parties agree as follows:

1.       Scope of Services, Description of Exhibits.

         1.1      Services . In  consideration  for Client's payment of the fees
                  set forth in Exhibit C hereto,  ALLTEL  will  provide the data
                  processing  services  (including the dedication of appropriate
                  resources)  described  in  this  Agreement  and  the  Exhibits
                  hereto.

         1.2      Exhibits . ALLTEL will receive data from Client for processing
                  and will process such data and produce the reports selected by
                  Client  pursuant to Exhibit B in accordance with the schedules
                  set  forth  in  Exhibit  D.  Client  will pay  ALLTEL  for its
                  services  herein in accordance with this Agreement and Exhibit
                  C hereto.

2.       Term.

         The  effective  date of this  Agreement is October 1, 1998  ("Effective
         Date").  This  Agreement  will  terminate  on  September  30, 2004 (the
         "Expiration  Date").  Not  less  than  nine  (9)  months  prior  to the
         Expiration Date,  ALLTEL will submit to Client a renewal  agreement for
         the continuation of processing services and Client will promptly review
         such agreement,  and commence  negotiations  with ALLTEL, if necessary,
         and accept or reject the  agreement  within six (6) months prior to the
         Expiration Date.

3.       Responsibilities of the Parties.

         The parties  have  certain  responsibilities  under this  Agreement  as
follows:

         3.1      Input Forms and Output  Forms . Client will  provide all input
                  media,  output media,  balance control forms,  other forms and
                  paper stock necessary for its data processing.

         3.2      Delivery  . Client is  responsible  for entry of input data by
                  means of telecommunication  or, where applicable,  by delivery
                  of  documents  or tape by mail  through  contract  courier  or
                  otherwise to ALLTEL's  technology  center currently located at
                  Little Rock,  Arkansas  (the "ALLTEL  Data  Center").  Tape or
                  other    applicable    media   will   be   delivered   to   an
                  ALLTEL-designated  location at the ALLTEL Data Center.  ALLTEL
                  will  prepare  output for  receipt by Client  and,  when it is
                  "download" output, ALLTEL will transmit such output to Client.

<PAGE>

                  Where designated by Client,  ALLTEL will deliver output to the
                  U.S.  postal service or to contract  courier,  as requested by
                  Client.  ALLTEL will  separate  output,  by  application,  for
                  delivery to Client at the times and in the manner specified in
                  Exhibit D.  Subject to  Client's  responsibility  to  maintain
                  copies of  original  input data as  defined  in  Section  3.5,
                  ALLTEL   acknowledges  its   responsibility   for  safekeeping
                  Client's  documents  or data while they are in the ALLTEL Data
                  Center.

         3.3      Equipment and Communication Costs . In connection with the use
                  of on-line services, Client will pay all costs associated with
                  the  on-line  transmission  of input data to, and the  on-line
                  transmission of output from, the ALLTEL Data Center, including
                  but not limited to communication or telephone lines,  moderns,
                  routers,  gateways,  PC's,  servers and all related components
                  and the installation and continuing costs thereof, as required
                  by such on-line  operations.  As of the  Effective  Date,  the
                  Client-specific communications equipment components located in
                  Indianapolis consist of a 384K ALLTEL transport circuit (ID=EC
                  980112-001),  a Visual CSU model - Multi-Protocol District ASE
                  AS-T1-E,  a Cisco Router model 2503, five (5) SAA Gateways and
                  a BARR personal computer. The shared communication,  equipment
                  components  located at the  Technology  Center in Little  Rock
                  consist of the 384K  frame  relay to ATM  connection  from the
                  AENbb Hub, a Patch  Panel,  a Cisco Router model 7513, a token
                  ring connection and an MM 3172 Controller. ALLTEL reserves the
                  right to  approve  installation  dates and  selection  of such
                  equipment  to assure that this  equipment is  compatible  with
                  ALLTEL's  equipment  and  programs  and that the  installation
                  dates for such equipment are  compatible  with the ALLTEL Data
                  Center schedules in effect at the time of such installation.

                  In connection  with the use of on-line  services,  Client will
                  install and maintain the required  printing and file  transfer
                  system  compatible  with  ALLTEL's   processing   methods  and
                  systems.  Client  will enter  into  hardware  maintenance  and
                  operating system software maintenance agreements directly with
                  the vendors from whom the  equipment  and  software  base been
                  purchased  or  leased,  either  directly  from the  vendor  or
                  through ALLTEL or a third party.

         3.4      Client's Input Data . All tapes and other input data furnished
                  by Client  hereunder shall be in good  condition,  customarily
                  acceptable for machine reading in a form and format  specified
                  by ALLTEL.  All on-line data  transmissions  must be in proper
                  formats and input forms and data entry screens used must be in
                  accordance with ALLTEL's specifications, as provided to Client
                  in writing.  Client will correct all input data not  submitted
                  in the form and manner set forth herein.

         3.5      Maintaining  Copies of Input . Client will maintain  copies of
                  all input data for processing hereunder,  whether submitted to
                  ALLTEL   directly  or  through   third   parties,   to  permit
                  reconstruction of such input data. Client assumes all risks of
                  loss and expenses of reconstruction of such input data, except
                  for loss caused by ALLTEL's negligence.


<PAGE>

         3.6      Compatibility  of  Non-ALLTEL  Systems . If  Client  wishes to
                  utilize non-ALLTEL systems and have such systems communication
                  with ALLTEL  software,  ALLTEL shall determine the feasibility
                  thereof.  If feasible,  ALLTEL will submit a cost  proposal to
                  Client for development and repetitive  communication  with the
                  non-ALLTEL  systems.  Client  will  provide  all data input to
                  ALLTEL in ALLTEL's  standard  format as provided to the Client
                  in writing.  Client  will  receive  all  downloaded  data from
                  ALLTEL in ALLTEL's standard format.

         3.7      Audit.

                  (a)      ALLTEL will provide an annual audit of its operations
                           at  the  ALLTEL   Data   Center  by  an   independent
                           accounting  firm. A copy of the related  audit report
                           will be furnished to Client.

                  (b)      In addition,  ALLTEL will cooperate fully with Client
                           or its internal or external  auditors for the purpose
                           of  audit   and   regulatory   compliance.   Promptly
                           following any such audit of Client, whether conducted
                           by either internal or external auditors,  Client will
                           instruct its  auditors to conduct an exit  conference
                           with  ALLTEL  and  to  provide   ALLTEL  as  soon  as
                           thereafter as is  reasonably  possible a copy of each
                           report prepared as a result of such audit examination
                           whether in draft or final form.  In addition,  Client
                           will provide and  instruct  its external  auditors to
                           provide  ALLTEL  with a copy of that  portion of each
                           written report containing  comments concerning ALLTEL
                           or the services  performed by ALLTEL pursuant to this
                           Agreement.

         3.8      Days of  Operation . ALLTEL will  "batch  process"  and update
                  Client's  data five (5) days per week,  such days being Monday
                  through  Friday in  accordance  with  Exhibit  D. At  Client's
                  election and subject to adequate  implementation  time and for
                  additional  fees,  ALLTEL will process  Client's  data six (6)
                  days per week, such days being Monday through Saturday. At the
                  time of such  election,  Exhibit D will be  revised to reflect
                  the new on-line  availability and processing windows resulting
                  from six (6)-day processing. On-line service hours are defined
                  separately  in Exhibit D.  ALLTEL  will  observe  the  holiday
                  schedule shown in Exhibit E.

                  At Client's  election  and subject to adequate  implementation
                  time and for additional fees, ALLTEL will revert to processing
                  Client's data five (5) days a week,  Monday through Friday. At
                  the time of such  election,  Exhibit  D will be  revised  once
                  again to reflect five (5)-day processing on-line  availability
                  and processing windows. Client agrees that it will not request
                  a change in the number of  processing  days more than one time
                  per calendar year.

<PAGE>

4.       Time of Performance.

         The parties  agree that  timely and  accurate  submission  of input and
         output is essential to satisfactory performance under this Agreement.

         4.1      Submission of Input . Client agrees that its failure to submit
                  input  data  in  the  form  prescribed  in  Section  3  or  in
                  accordance  with the  schedules  set forth in  Exhibit D shall
                  enlarge  ALLTEL's time of performance  hereunder if and to the
                  extent reasonably necessary.

         4.2      Acts  of God  and  Equipment  Malfunction  . If an act of God,
                  other disaster, malfunction of equipment or other event beyond
                  the  reasonable   control  of  ALLTEL   prevents  timely  data
                  processing  hereunder,  Client  agrees that  ALLTEL's  time of
                  performance  shall be enlarged if and to the extent reasonably
                  necessary.

         4.3      Special   Requests  .  Special   requests  by  Client  or  any
                  governmental agency authorized to regulate or supervise Client
                  which impact ALLTEL's normal processing  schedule shall result
                  in an enlargement of ALLTEL's time of performance hereunder if
                  and to the extent reasonably necessary.

         4.4      Correction of Processing  Errors . In the event of an error in
                  processing  Client's  data,  ALLTEL  will  correct  such error
                  within a reasonable time, including the rebuilding of any data
                  files  damaged or  destroyed  by error.  Error  correction  or
                  rebuilding of data files shall be without  charge to Client if
                  due to the fault of  ALLTEL.  Client  will pay for the cost of
                  correcting  errors  and  rebuilding  data  files  unless  such
                  correcting and/or rebuilding is caused by the fault of ALLTEL.
                  If  faulty  programs  generate  any such  error,  ALLTEL  will
                  provide  Client  with  evidence,   as  Client  may  reasonably
                  require,  which will verify the complete and proper  execution
                  of corrections to applicable program routines.

         4.5      Client  Review of Reports . Client will  carefully  review and
                  inspect all reports prepared by ALLTEL and balance promptly to
                  the control totals mutually  established by Client and ALLTEL,
                  and  within  two  (2)   business   days  after  any  error  or
                  out-of-balance  condition  could be  detectable,  Client  will
                  notify ALLTEL of any erroneous processing.  If Client fails to
                  so notify ALLTEL, it shall be deemed to have waived its rights
                  with  respect  to such  error  and to have  assumed  all risks
                  related  thereto,  including  any  increase  in  the  cost  of
                  connection, to the extent that ALLTEL shall establish that the
                  same could have been  avoided  by  earlier  detection  of such
                  error.

         4.6      Limitation  of  Liability  . Except  for  claims  or  expenses
                  arising  out  of   ALLTEL's   gross   negligence   or  willful
                  misconduct. IF ALLTEL SHALL BREACH ANY COVENANT,  AGREEMENT OR
                  UNDERTAKING  REQUIRED  OF  IT  BY  THIS  AGREEMENT,   ALLTEL'S
                  LIABILITY  FOR ANY  LIABILITIES,  LOSSES,  COSTS,  DAMAGES AND
                  EXPENSES IN  ASSOCIATION  WITH ANY CLAIM OR ACTION RELATED TO,
                  IN CONNECTION WITH OR ARISING OUT OF THIS  AGREEMENT,  WHETHER
                  IN CONTRACT OR TORT OR OTHERWISE, SHALL BE LIMITED TO CLIENT'S
                  DIRECT DAMAGES, ACTUALLY INCURRED. IN NO EVENT SHALL ALLTEL BE
                  LIABLE  FOR  INDIRECT,   SPECIAL,   PUNITIVE,   INCIDENTAL  OR
                  CONSEQUENTIAL  DAMAGES  OF ANY  KIND  WHATSOEVER,  FOR LOSS OF
                  REVENUES OR LOSS OF PROFITS OR FOR THE CLAIMS OR DEMANDS  MADE
                  BY ANY THIRD PARTIES.


<PAGE>

5.       Planning and Communication.

         ALLTEL and Client agree that effective  planning and  communication are
         necessary to provide  direction to data processing,  and that they will
         work to promote a free and open exchange of information  between ALLTEL
         personnel, Client executive management and Client user departments.

6.       Education.

         ALLTEL will make  available to Client and its  personnel,  its standard
         application  software  training  courses,  which are generally  held in
         Little Rock,  Arkansas,  in  accordance  with  ALLTEL's  education  and
         training department  schedule, a current copy of which will be provided
         to Client upon request. Client personnel may attend such courses, which
         are  generally  offered  by ALLTEL to its  customers,  upon  payment of
         ALLTEL's   then  current   standard   published   course  fee.   Client
         acknowledges that enrollment of Client personnel in any courses offered
         by ALLTEL  shall be subject to normal space  availability  requirements
         and  compliance  with ALLTEL's  standard  registration  and  enrollment
         deadlines and  procedures.  Client also will complete any and all class
         prerequisites  prior to attending  class.  Travel expenses  incurred by
         Client personnel attending any such classes shall be borne by Client.

7.       Mergers and Acquisitions.

         Upon written  request by Client,  ALLTEL will process  additional  data
         resulting from any merger or acquisition involving either Client or any
         of  Client's  affiliates;   subject,   however,  to  agreement  on  the
         processing  and  conversion  charges  applicable  thereto.  Client will
         notify ALLTEL of any such  proposed  merger or  acquisition  as soon as
         reasonably practicable.

8.       Enchancements,  Replacement Systems,  New Subsystems,  New Systems, and
         Modifications to ALLTEL Batch and On-Line Systems.

         8.1      Announcement . A current list of all enhancements, replacement
                  systems,  new subsystems,  and new systems developed by ALLTEL
                  and made  generally  available to customers of the ALLTEL Data
                  Center    is   posted   at    ALLTEL's    Internet    website:
                  banksoft.alltel.com.  At Client's request, ALLTEL will furnish
                  such listings to Client. An enhancement  refers to a scheduled

<PAGE>

                  upgrade of a current system. A replacement  system refers to a
                  system  developed  to  replace  an older  version of that same
                  system. New subsystems and new systems refer to subsystems and
                  systems newly  developed and released to the ALLTEL network of
                  data centers.

         8.2      Installation  of Enhancements  and Replacement  Systems . With
                  respect to systems and subsystems  listed in Exhibit A, ALLTEL
                  will install and Client will accept all such  ALLTEL-developed
                  enhancements  and replacement  systems.  If Client declines to
                  accept an enhancement or a replacement  system,  Client may be
                  required  to pay the cost of  processing  for the  stand-alone
                  system, said cost to be determined at the time.  Subsequent to
                  the installation of an  ALLTEL-developed  replacement  system,
                  ALLTEL will no longer  provide  enhancements  to the  replaced
                  version of that ALLTEL system.  Installation  of  enhancements
                  and  replacement  systems  will be provided by ALLTEL  without
                  installation  charge  except for  Client-specific  programming
                  requirements  and  unless  program  modifications   previously
                  installed  by ALLTEL,  at  Client's  request,  have  created a
                  condition which would result in excess  installation time over
                  the  normal  installation  time,  in which  event the  related
                  excess  hours  of  programmer  time,   client  services  time,
                  computer  time and  computer  operator  time  will be  charged
                  Client using ALLTEL's Hourly Rates as defined herein.

         8.3      Installation   of  New   Subsystems  and  New  Systems  .  New
                  subsystems  or new  systems  will be  provided  by  ALLTEL  at
                  Client's  option for a license  fee,  if  applicable,  and the
                  installation  charge described below.  ALLTEL will present the
                  features of such new  subsystems  or new systems to Client and
                  inform Client of any fees related to such installation. Client
                  will pay the costs of  education  of Client's  employees,  new
                  user documentation, file conversions and a reasonable increase
                  in repetitive  processing charges (if any) associated with new
                  subsystems  or  systems.  ALLTEL will  present  the  features,
                  installation and education  costs,  and additional  processing
                  charges (if any) to Client at least  ninety (90) days prior to
                  the scheduled  implementation  of the new subsystem or system.
                  Any  programmer,   client  services,   computer  operator,  or
                  computer time required by ALLTEL for  modification to such new
                  subsystem  or system  requested  by Client  will be charged to
                  Client using ALLTEL's Hourly Rates as defined herein.

         8.4      Modifications  Requested  by Client . During  the term of this
                  Agreement,  Client may request  modifications  to the programs
                  installed   for  Client.   If  ALLTEL   agrees  to  make  such
                  modifications,  computer,  computer operator, client services,
                  and   programmer   time  used  by  ALLTEL  to  implement  such
                  Client-authorized  modifications  will be  charged  to  Client
                  using  ALLTEL's  Hourly  Rates as  defined  herein.  Requested
                  modifications  may increase the cost to Client of subsequently
                  installing  and/or processing  ALLTEL-developed  enhancements,
                  replacements systems, new subsystems,  or new system releases.
                  With respect to  modifications  of ALLTEL's  application  bank
                  control records (BCR's), Client shall have the ability to make
                  on-line certain BCR modifications as agreed upon by Client and
                  ALLTEL.   ALLTEL  shall  made  other  Client   requested   BCR
                  modifications,  without charge, except for modifications which
                  require  programming  time. Client will pay for chargeable BCR
                  modifications, at ALLTEL's Hourly Rates.
<PAGE>

         8.5      Client  Knowledge of System Status . Client  acknowledges  its
                  responsibility  to remain informed of the direction and status
                  of the software,  including  attendance at necessary education
                  classes and  workshops.  ALLTEL will make product  information
                  available via ALLTEL's  Internet website and/or on other media
                  as appropriate.

         8.6      User Manuals . ALLTEL will ensure that Client is provided with
                  a full  set  of  documentation,  via  electronic  media  where
                  available,  applicable  to the  systems  listed in  Exhibit A.
                  Client is responsible for the personalization,  the subsequent
                  maintenance,   reproduction   and  distribution  of  all  user
                  manuals.

9.       Regulatory Compliance.

         To comply  with the  requests  of  applicable  regulatory  authorities,
         ALLTEL  agrees  that  Client's   processing  will  have  priority  over
         processing for ALLTEL's  non-financial  customers,  if any. ALLTEL will
         provide,  at the prescribed times, all required letters of assurance to
         the  appropriate  regulatory  authorities.  During  the  term  of  this
         Agreement,  ALLTEL agrees that  ALLTEL's  programs will comply with the
         mandatory federal data processing output requirements  specified by the
         federal regulatory  authorities  applicable to Client. Client will make
         ALLTEL aware of any applicable local or state  regulatory  requirements
         that have  requirements  different  than  those of  federal  regulatory
         authorities.  Any changes required by such state or local  requirements
         which  ALLTEL shall  endeavor to obtain  consents to share the costs of
         such charges  required by such state and local  requirements  among the
         ALLTEL clients affected.

10.      Confidentiality.

         10.1     Confidentiality  of Client Data . All  information  concerning
                  Client, its business or customers submitted to ALLTEL pursuant
                  to this  Agreement  shall be held in  confidence by ALLTEL and
                  shall not be disclosed. No person or entity shall be permitted
                  to  have   access  to  Client's   data   without  the  written
                  authorization  of  Client.  All  of  Client's  data  shall  be
                  available  for  examination  by  Client,  at any  time  during
                  regular business hours, without notice.

         10.2     ALLTEL Data . All information concerning ALLTEL, its software,
                  related  documentation or its business  submitted by ALLTEL to
                  Client  pursuant to this Agreement shall be held in confidence
                  by Client and Client will safeguard such  information with the
                  same degree of care that it exercises  with respect to its own
                  proprietary and confidential  information.  Client agrees that
                  no such information will be disclosed or made available to any
                  third party for any reason except for employees of Client on a
                  "need-to-know"  basis,  for auditing  purposes by  independent

<PAGE>

                  certified  accountants,  and  for  complying  with  applicable
                  governmental  laws,   regulations  or  court  orders.   Client
                  covenants and agrees that,  except as ALLTEL may  specifically
                  approve in writing,  in advance,  it will not utilize any such
                  information, except as contemplated by this Agreement.

         10.3     Inspection  of Records . No person  shall be permitted to have
                  access to Client's data without the written authorization of a
                  properly  designated  officer  of Client  which  authorization
                  shall  specify the data to which such persons may have access.
                  ALLTEL agrees that all of Client's data shall be available for
                  examination,  at  any  time  during  regular  business  hours,
                  without notice.  Except as provided in Section 10.2, no person
                  shall  be  permitted  access  to  any  information  concerning
                  ALLTEL,  its software,  related  documentation or its business
                  without  the  prior  written   authorization   of  a  properly
                  designated  officer  of  ALLTEL,   which  authorization  shall
                  specify the information to which such persons may have access.

         10.4     Legal  Process  . If one  party  receives  any  legal  process
                  requiring it to produce the other  party's data or that of any
                  of the other  party's  customers,  such party shall notify the
                  other party  promptly and deliver copies of such orders to the
                  other party,  immediately  and prior to  compliance  with such
                  process  at  such  party's   address   first  listed  in  this
                  Agreement.  Any such  notice  to  ALLTEL  shall be sent to the
                  attention of General Counsel.

         10.5     Confidential  Agreement  . This  Agreement  (and any  Exhibits
                  hereto)  is a  confidential  document.  In no  event  may this
                  Agreement  be  reproduced  or  copied  or shown  to any  third
                  parties by either  Client or ALLTEL  without the prior written
                  consent  of the other  party,  except as may be  necessary  by
                  reason of legal, audit or regulatory  requirements  beyond the
                  reasonable control of ALLTEL or Client, as the case may be.

11.      Return of Data.

         At Client's  request  and upon  payment by Client to ALLTEL at ALLTEL's
         Hourly  Rates,  ALLTEL  will  provide to Client all data and files,  in
         machine-readble  form or  otherwise,  belonging  to Client in  ALLTEL's
         possession at any time. Client's right to request and receive such data
         and files is absolute and shal not be affected by any default of Client
         under this Agreement or for any other reason.

         11.1     Program Ownership . ALLTEL's  proprietary programs and related
                  documentation   will  remain  its  property  both  during  and
                  subsequent  to the term of this  Agreement.  Any  programs and
                  related  documentation owned by Client that are used by ALLTEL
                  to process  Client's  data will remain the  property of Client
                  and ALLTEL may not use such  programs for any purpose  without
                  Client's prior written permission.


<PAGE>

         11.2     Master and  Transaction  File Ownership . Client's  master and
                  transaction  files are the property of Client and will be made
                  available  to Client by ALLTEL,  promptly  upon the request of
                  Client.  Such data will be made  available in its then present
                  format, copied onto magnetic tapes supplied by Client. Charges
                  for such  services  will be at ALLTEL's  Hourly  Rates then in
                  effect.  Client will pay all charges for the  delivery of such
                  data to the Client.

12.      Disaster Recovery and File Backup.

         12.1     Disaster  Recovery . ALLTEL shall  provide  disaster  recovery
                  services for its batch and on-line  processing  obligations to
                  Client at a dedicated facility which is equipped to handle the
                  ALLTEL Data Center  processing in the event disaster  recovery
                  is needed.  Client agrees to provide data communication access
                  to  the  disaster  recovery  facility,  including  payment  of
                  communication  expense  to  the  disaster  recovery  facility.
                  ALLTEL is  responsible  for locating at the disaster  recovery
                  facility the necessary communications devices (including,  but
                  not  limited  to  routers,   CSU's/DSU's,   modems,  etc.)  to
                  facilitate  such  communication.  ALLTEL shall  designate  and
                  design such backup network for Client.  Throughout the term of
                  this  Agreement,  ALLTEL  will  maintain  in effect  contracts
                  and/or   arrangements   for  disaster   recovery,   which  are
                  substantially  equivalent  to  those  that  are  currently  in
                  effect.

                  Client  acknowledges that disaster  recovery  arrangements are
                  designed to deal with circumstances that are expected to cause
                  a substantial  portion of the  capabilities at the ALLTEL Data
                  Center to be unavailable  for a period  exceeding  seventy-two
                  (72) consecutive hours.

                  ALLTEL will test its disaster  recovery  capabilities at least
                  once  per   calendar   year.   Client  shall  be  required  to
                  participate   in  the  disaster   recovery  test  when  deemed
                  appropriate by ALLTEL.

                  Guidelines  to  assist  the  parties  in  understanding  their
                  respective general  responsibilities  and areas of cooperation
                  with  respect to disaster  recovery are set forth in Exhibit G
                  attached hereto.

         12.2     File Backup . ALLTEL will provide and maintain adequate backup
                  files of Client's  data  received  by ALLTEL and all  programs
                  utilized to process Client's data.


<PAGE>

13.      Miscellaneous Services.

         13.1     Authorized  Additional  Services  . Client may  authorize  and
                  ALLTEL may agree to perform  certain  services not included in
                  this Agreement.  Authorized services such as the use of ALLTEL
                  programmers  or  non-repetitive  computer and operator time or
                  clerical function will be charged to Client by multiplying the
                  actual hours used by the appropriate  ALLTEL hourly rates (the
                  "Hourly Rates") set forth in Exhibit C hereto.

         13.2     Repetitive  Services  .  Client  also may  request  ALLTEL  to
                  prepare price quotations for services of a repetitive  nature.
                  If ALLTEL agrees to perform such services, ALLTEL will provide
                  Client   with  a   written   fee   quotation.   Upon   written
                  authorization from Client,  ALLTEL promptly will initiate such
                  services in accordance with the mutually agreed upon schedule.

14.      Price Adjustment.

         The parties  acknowledge  that  ALLTEL's  costs of  providing  services
         pursuant to this Agreement are likely to increase,  particularly in the
         areas of data processing salaries and operating system maintenance. The
         fees and charges reflected in this Agreement will be increased, but not
         decreased,  to compensate  ALLTEL for such inflation based upon changes
         in the Consumer  Price Index for All Urban  Consumers - Other Goods and
         Services  (the  "CPI-U") as published by the U.S.  Department of Labor,
         Bureau of Labor  Statistics.  Effective October 1, 1999 (the thirteenth
         contract  month),  such  fees and  charges  shall be  increased  by the
         percentage increase in the CPI-U over the one (1)-year period ended May
         31, 1999 (the eighth contract month).  Annually  thereafter,  such fees
         and charges shall be further  increased by the  percentage  increase in
         the CPI-U for the  corresponding  twelve  (12)-month  period ending May
         31st of each year.

15.      Payment and Billing.

         All amounts payable pursuant to this Agreement shall be payable in U.S.
         currency.  ALLTEL shall bill the Base  Processing Fee as set in Section
         1.1 of  Exhibit C, on the first day of each  month for  services  to be
         provided during that month. ALLTEL will bill all additional incremental
         fees,  reimbursable expenses and other charges on the first day of each
         month,  for services  rendered  during the  preceding  month.  All such
         billings shall be due upon receipt.  If Client fails to pay any invoice
         within  thirty  (30) days from the mail date of invoice,  ALLTEL  shall
         notify  Client that such  invoice is past due and ALLTEL shall charge a
         late penalty equal to one and one-half  percent (1.5%) per month on the
         outstanding  balance  owed by  Client.  If  Client  is past  due in any
         payment for more than sixty (60) days from mail date of invoice, ALLTEL
         may terminate this Agreement by giving thirty (30) days' written notice
         to Client.


<PAGE>

16.      Termination.

         This  Agreement  may be  terminated  prior to the  Expiration  Date, as
follows:

         16.1     Right to  Terminate . In addition  to any other  rights  which
                  either  party  may have in law or  equity,  either  ALLTEL  or
                  Client may terminate this  Agreement if the  defaulting  party
                  fails to cure any default hereunder within thirty (30) days of
                  written notice from the other party, specifying the nature and
                  extent of any such default.

         16.2     Method of  Termination  . Exercise  of the right to  terminate
                  under this Section must be  accomplished by specifying in such
                  written notice to the defaulting  party, the nature and extent
                  of such default and fixing a date, on the last day of a month,
                  not less than one hundred eighty (180) days following the date
                  of receipt of such notice, for cessation of services hereunder
                  (the "Termination Date").

         16.3     Data, Systems and Programs . If this Agreement expires,  or if
                  Client  terminates  by virtue of ALLTEL  default,  the  Branch
                  Automation  Software  shall  remain  subject  to Exhibit G. In
                  addition,  upon Client's request,  ALLTEL agrees to provide to
                  Client copies of Client's data files,  records and programs on
                  magnetic media.

17.      Year 2000 Compliance.

         17.1     Responsibility   and  Obligation  .  This  Section   addresses
                  ALLTEL's   responsibility   and   obligation   for  Year  2000
                  compliance  solely of the ALLTEL  software  identified  on the
                  Schedule   titled   "U.S.   Year  2000  (MVS)   Status"   (the
                  "Schedule").  The version which is current as of the Effective
                  Date is  attached  to and  made a part of  this  Agreement  as
                  Exhibit 1. The  Schedule  is  updated  regularly  and  updated
                  versions  can  be  accessed  at  ALLTEL's   Internet  website,
                  banksoft.altel.com. The software identified on the Schedule is
                  referred to herein as the "Y2K Software". Year 2000 compliance
                  of any other  software or any hardware,  equipment or services
                  provided  by or  through  ALLTEL or any of its  affiliates  is
                  beyond  the  scope  of  this   Section   and  is  outside  the
                  responsibility and obligation of ALLTEL hereunder.

         17.2     Year 2000 Compliant Software . ALLTEL will make available,  at
                  no additional charge, updates, modifications,  corrections and
                  enhancements to the Y2K Software which when properly installed
                  on a Year 2000  compatible  operating  system and/or  hardware
                  environment  will  cause  the Y2K  Software  to be "Year  2000
                  Compliant".  The Y2K Software  will be  considered  "Year 2000
                  Compliant" if the Y2K Software  manages and  manipulates  data
                  involving dates, including  single-century,  cross-century and
                  leap year formulas,  and date values without  resulting in the
                  generation  of  incorrect  or invalid  values  involving  such
                  dates, or causing an abnormal ending.


<PAGE>

         17.3     Year  2000   Compliance   Exclusions  .  The   representations
                  contained in this  Section  shall have no effect and shall not
                  apply if:

                  (a)      the  failure  of the Y2K  Software  to be  Year  2000
                           Compliant is the result,  in whole or in part, of the
                           interaction  between the Y2K  Software  and any other
                           software which may pass data into or accept data from
                           Client's  system  or  the  Y2K  Software  (including,
                           without   limitation,   all  third-party   software),
                           including any failures relating to interfaces between
                           the Y2K Software any other software; or

                  (b)      the operating  system and/or hardware  environment is
                           not owned and operated by ALLTEL and is not Year 2000
                           compatible; or

                  (c)      there have been  modifications  of the Y2K  Software,
                           unless  the   modifications  or   customization   are
                           re-applied  by  ALLTEL  after  each  installation  of
                           additional  updates,  corrections,  modifications  or
                           enhancements   to   make   such    modifications   or
                           customization Year 2000 Compliant; or

                  (d)      the Year 200 updates to the Y2K  Software  are either
                           not installed by ALLTEL or not properly  installed by
                           Client's    organization    according    to    ALLTEL
                           specifications; or

                  (e)      the Y2K Software  which is not Year 2000 Complaint is
                           behind  the  "Minimum   Year  2000  Release   Levels"
                           specified  in the  Schedule or Client's  organization
                           fails to properly install or have installed any other
                           necessary  updates,  modifications,  corrections  and
                           enhancements   (including,   but  not   limited   to,
                           additional code posted on the ALLTEL Internet website
                           and  additional  tapes  made  available  by ALLTEL in
                           accordance with ALLTEL specifications; or

                  (f)      this Agreement  expires or is terminated prior to the
                           failure of the Y2K Software to Year 2000 Complaint.

         17.4     Year 2000  Corrections  . In the event  that the  updated  Y2K
                  Software   is  not  Year  2000   Compliant,   subject  to  the
                  limitations  contained  this Section,  ALLTEL will correct and
                  repair  the Y2K  Software  to make  it  Year  2000  Complaint,
                  ALLTEL's  liability   (including,   without  limitation,   all
                  liability related to Year 2000) is limited as provided in this
                  Agreement.  EXCEPT AS  EXPRESSLY  PROVIDED  HEREIN,  ALL OTHER
                  WARRANTIES,  EXPRESS OR IMPLIED, WITH RESPECT TO THE YEAR 2000
                  COMPLIANCE  OF THE Y2K  SOFTWARE,  INCLUDING  ANY  WARRANTY OF
                  MERCHANTABILITY  OR  FITNESS  FOR A  PARTICULAR  PURPOSE,  ARE
                  HEREBY EXPRESSLY DISCLAIMED AND EXCLUDED.


<PAGE>

18.      No Interference with Contractual Relationship.

         Client  warrants that, as of the date hereof,  it is not subject to any
         contractual  obligation  that would  prevent  Client from entering into
         this  Agreement,  and that ALLTEL's offer to provide such service in no
         way caused or induced Client to breach any contractual obligation.

19.      Assignment or Delegation of Duties.

         Neither party hereto shall assign,  subcontract, or otherwise convey or
         delegate its rights or duties  hereunder to any other party without the
         prior written consent of the other party to this Agreement.

20.      Client and ALLTEL Employees.

         During  the term of this  Agreement  and for a  period  of one (1) year
         thereafter,  both  Client  and ALLTEL  agree not to  solicit  nor offer
         employment  to any  employee  of the other  without  the prior  written
         consent of the other.

21.      Qualified Personnel.

         ALLTEL  personnel  providing  services to Client will  possess at least
         that degree of skill and  expertise  required  to perform the  services
         contemplated by this Agreement and generally held by persons of similar
         employment,  Client  may  establish,  and  ALLTEL  will  adhere to, the
         priority of tasks to be accomplished by ALLTEL personnel.  ALLTEL shall
         select the  members  of  ALLTEL's  staff.  Members of the staff are not
         employees or agents of Client for any purpose.

22.      Facilities for ALLTEL Personnel.

         To the extent ALLTEL personnel may require access to Client's premises,
         Client will provide  office  space,  office  supplies  and  secretarial
         assistance for ALLTEL staff.  ALLTEL will comply with Client's security
         procedures  and rules with  respect to access to Client's  premises and
         use of Client's facilities.

23.      Notices.

         All  notices,  requests and  demands,  other than  routine  operational
         communications  under this Agreement,  shall be in writing and shall be
         deemed to have been duly given when  delivered in person or by contract
         courier  or three (3)  business  days  following  deposit in the United
         States mail,  registered or certified postage prepaid, and addressed to
         the other party at the address  first  herein  shown  above.  Notice of
         changes of address, if any, shall be given in like manner.


<PAGE>

24.      Paragraph Titles.

         Paragraph  titles as to the  subject  matter of  particular  paragraphs
         herein are for  convenience  only and are in no way to be  construed as
         part  of  this  Agreement  or as a  limitation  of  the  scope  of  the
         particular paragraphs to which they refer.

25.      Counterparts.

         This Agreement may be executed in several  counterparts,  each of which
         shall be deemed to be an  original,  but all of which shall  constitute
         one and the same instrument.

26.      Increase for Taxes.

         Client will pay  directly,  or reimburse  ALLTEL for, all taxes however
         designated,  levied  or  based  on the  charges  hereunder  or on  this
         Agreement,  including state and local sales,  use,  privilege or excise
         taxes based on gross revenues or taxes on services rendered; excluding,
         however,  any taxes  levied on the  personal  property or net income of
         ALLTEL and Indiana gross income tax. The  provisions of this Section 26
         shall survive the termination of this Agreement.

27.      Standard Reports and Schedules.

         All  processing for Client and each of its  subsidiaries  or facilities
         will be  identical  in terms of  applications  processed  (Exhibit  A),
         reports produced (Exhibit B), and input-output schedules (Exhibit D).

28.      Financial Statements.

         Annually,  within one hundred  twenty (120) days following the close of
         its fiscal year,  each of ALLTEL and Client will provide to the other a
         copy of its financial statement for the most recent year.

29.      Governing Law.

         This  Agreement  shall be governed by and construed in accordance  with
         the  laws  of  the  State  of  Indiana.   The  parties  that  exclusive
         jurisdiction  and venue  for the  resolution  of  disputes  under  this
         Agreement  shall be the  state or  federal  courts  located  in  Marion
         County, Indiana.

30.      Insurance.

         A schedule of ALLTEL's current insurance coverage is attached hereto as
         Exhibit F.  ALLTEL  may alter such  coverage  at  ALLTEL's  discretion.
         However,  ALLTEL will not  eliminate  any such coverage if, in light of
         the  related  risks,  costs of  insurance  and  ALLTEL's  then-existing
         financial condition, it would not be prudent to do so.


<PAGE>

31.      Entire Agreement, Warranty Disclaimers.

         This  Agreement  constitutes  the entire  agreement  between Client and
         ALLTEL.  This  Agreement  may not be amended in any  fashion  except by
         written  instrument,  executed  by  the  parties  hereto,  specifically
         providing for amendment thereof.  ALLTEL MAKES NO WARRANTIES EXPRESS OR
         IMPLIED, OTHER THAN THE EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT.
         NO  REPRESENTATION  OR  STATEMENT  NOT  EXPRESSLY   CONTAINED  IN  THIS
         AGREEMENT OR  INCORPORATED  HEREIN BY  REFERENCE  SHALL BE BINDING UPON
         ALLTEL AS A WARRANTY OR OTHERWISE.

32.      Covenant of Good Faith.

         ALLTEL and Client agree that, in their respective  dealings arising out
         of or  related  to this  Agreement,  they  shall act fairly and in good
         faith.

33.      Informal Dispute Resolution.

         If  any  dispute   should  arise   concerning   performance   under  or
         interpretation of this Agreement, then, prior to, and as a condition to
         a party's  right to initiate any  litigation  in respect  thereof,  the
         parties  shall take the  following  steps in an  attempt to  informally
         resolve any such dispute.

         33.1     Dispute  Notice . At the request of either  party,  the senior
                  managers  of  the  parties  assigned  to the  data  processing
                  matters  contemplated  by this Agreement  shall meet in person
                  and shall present to each other a written summary,  reflecting
                  in  reasonable  detail the nature and extent of the dispute in
                  question  (the  "Dispute  Notice").  Such a meeting shall take
                  place within five (5) days after the receipt of the request.

         33.2     Presidents'  Meeting . If within three (3) days  following the
                  meeting held pursuant to paragraph 33.1 above, said dispute is
                  not resolved, or if for any reason the meeting contemplated by
                  paragraph 33.1 has not been held as contemplated thereby, then
                  the matter in dispute  shall be presented to the  president of
                  ALLTEL and to the  president  of Client for  resolution.  Said
                  presidents (or their appointed designees) shall meet in person
                  within three (3) business days following a written  request by
                  either party. Such meeting shall include a presentation of the
                  written  descriptions of the dispute contemplated by paragraph
                  33.1.

         33.3     Mediation . If any dispute remains  unresolved  after ten (10)
                  business  days  following  the initial  request  for  informal
                  dispute resolution,  then either party may refer the matter to
                  the American Arbitration  Association ("AAA") for mediation by
                  an  individual  with subject  matter  expertise in the area of
                  dispute,  and both parties  shall  cooperate in the  mediation
                  process for thirty (30) days. The costs of the mediation shall
                  be borne equally by both parties.


<PAGE>

         33.4     Litigation  . If the dispute  remains  unresolved  after forty
                  (40) days following the initial  request for informal  dispute
                  resolution,   then  either  party  may  initiate   appropriate
                  litigation in respect thereof.

         33.5     Exception . Notwithstanding the foregoing,  if the parties are
                  able to resolve disputes without  litigation in a court of law
                  and  without   resorting  to  the   procedures   described  in
                  paragraphs  33.1  through  33.4 of this Section 33, they shall
                  not be obligated to follow such procedures.

IN WITNESS WHEREOF, the undersigned representatives of the parties have executed
this Agreement, thereunto duly authorized, as of the Effective Date.

ALLTEL INFORMATION SERVICES, INC.   UNION ACCEPTANCE CORPORATION


By:      /s/ Danny Elliott                     By:   /s/ Timothy I. Shaw
        --------------------------             ---------------------------
Name:   Danny Elliott                          Name:   Timothy I. Shaw
Title:  Vice President                         Title:  Chief Information Officer

Date:   8-6-98                                 Date:      7-31-98