Agreement Number:







                                    AGREEMENT

                                     between

                             FISERV SOLUTIONS, INC.
                                255 Fiserv Drive
                            Brookfield, WI 53045-5815

                                       and

                           UNITED BANK & TRUST COMPANY
                             5801 49th Street North
                          St. Petersburg, Florida 33733








                               Date: DECEMBER 1999









                                     FISERV















<PAGE>
AGREEMENT dated as of ("Agreement") between FISERV SOLUTIONS,  INC., a Wisconsin
corporation  ("Fiserv"),  and United Bank & Trust Company , a Florida  Financial
Institution ("Client").
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      Fiserv and Client hereby agree as follows:

     1.   Term. The initial term of this Agreement  shall be 5 years and, unless
          written notice of non-renewal is provided by either party at least 180
          days prior to expiration of the initial term or any renewal term, this
          Agreement  shall  automatically  renew for a renewal  term of 5 years.
          This  Agreement  shall  commence  on the  earliest  of the day  Fiserv
          Services (as defined below) are first used by Client or .

     2.   Services.  (a)  Services  Generally.  Fiserv,  itself and  through its
          affiliates, agrees to provide Client, and Client agrees to obtain from
          Fiserv services ("Services") and products ("Products") (collectively,
          "Fiserv Services") described in the attached Exhibits:

          Exhibit A - Account Processing Services
          Exhibit H - Additional Services (Disaster Recovery)

      The Exhibits set forth  specific  terms and  conditions  applicable to the
Services  and/or  Products,  and,  where  applicable,  the Fiserv  affiliate  so
performing. Client may select additional services and products from time to time
by incorporating an appropriate Exhibit to this Agreement.

      (b) Conversion Services.  Fiserv will convert Client's existing applicable
data and/or  information to the Fiserv Services.  Those  activities  designed to
transfer the processing  from Client's  present  servicer to the Fiserv Services
are referred to as "Conversion Services". Client agrees to cooperate with Fiserv
in connection with Fiserv's provision of Conversion  Services and to provide all
necessary  information  and assistance to facilitate the  conversion.  Client is
responsible  for all  out-of-pocket  expenses  associated  with  the  Conversion
Services. Fiserv will provide Conversion Services as required in connection with
Fiserv Services.

      (c) Training Services. Fiserv shall provide training,  training aids, user
manuals,  and other  documentation for Client's use as Fiserv finds necessary to
enable Client personnel to become familiar with Fiserv Services. If requested by
Client,  classroom  training in the use and operation of Fiserv Services will be
provided at a training facility designated by Fiserv. All such training aids and
manuals remain Fiserv's property.

      3.  Fees for Fiserv Services.  (a) General.  Client agrees to pay Fiserv:

      (i)  estimated  fees  for  Fiserv  Services  for the  following  month  as
      specified in the Exhibits;  (ii) estimated  out-of-pocket  charges for the
      following  month  payable by Fiserv for the  account of Client;  and (iii)
      estimated  Taxes (as  defined  below)  thereon  (collectively,  "Estimated
      Fees").

Fiserv  shall  timely  reconcile  Estimated  Fees paid by Client  for the Fiserv
Services  for the month and the fees and charges  actually  due Fiserv  based on
Client's actual use of Fiserv Services for such month. Fiserv shall either issue
a credit to Client or provide Client with an invoice for any additional  fees or
other  charges  owed.  Fiserv may change the amount of Estimated  Fees billed to

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reflect appropriate changes in actual use of Fiserv Services. Estimated Fees may
be increased from time to time as set forth in the Exhibits.  Upon  notification
to and  acceptance by Client,  Fiserv may increase its fees in excess of amounts
listed  in the  Exhibits  in the  event  that  Fiserv  implements  major  system
enhancements to comply with changes in law, government  regulation,  or industry
practices.

      (b)  Additional  Charges.  Fees  for  out-of-pocket   expenses,   such  as
telephone,  microfiche,  courier, and other charges incurred by Fiserv for goods
or services  obtained by Fiserv on Client's  behalf shall be billed to Client at
cost plus the applicable Fiserv administrative fee. Such out-of-pocket  expenses
may be  changed  from  time to time upon  notification  of a fee  change  from a
vendor/provider.

      (c) Taxes.  Fiserv  shall add to each  invoice  any sales,  use,  excise,
value  added,  and other taxes and duties however  designated that are levied by
any taxing authority  relating to the Fiserv Services  ("Taxes").  In no event
shall "Taxes" include taxes based upon the net income of Fiserv.

      (d)  Exclusions.  The Estimated  Fees do not include,  and Client shall be
responsible  for,  furnishing  transportation  or  transmission  of  information
between  Fiserv's  service  center(s),  Client's  site(s),  and  any  applicable
clearing house, regulatory agency, or Federal Reserve Bank.

      (e) Payment Terms. Estimated Fees are due and payable monthly upon receipt
of invoice. Client shall pay Fiserv through the Automated Clearing House. In the
event any amounts due remain  unpaid  beyond the 30th day after  payment is due,
Client  shall pay a late charge of 1.5% per month.  Client  agrees that it shall
neither make nor assert any right of deduction or set-off from Estimated Fees on
invoices submitted by Fiserv for Fiserv Services.

      4.  Access  to  Fiserv  Services.  (a)  Procedures.  Client  agrees  to
comply  with  applicable  regulatory requirements and procedures for use of
Services established by Fiserv.

      (b) Changes.  Fiserv continually  reviews and modifies Fiserv systems used
in the delivery of Services (the "Fiserv  System") to improve service and comply
with  government  regulations,  if any,  applicable to the data and  information
utilized in  providing  Services.  Fiserv  reserves the right to make changes in
Services,  including but not limited to operating procedures,  type of equipment
or software resident at, and the location of Fiserv's service center(s).  Fiserv
will notify Client of any material change that affects Client's normal operating
procedures, reporting, or service costs prior to implementation of such change.

      (c)  Communications   Lines.   Fiserv  shall  order  the  installation  of
appropriate  communication  lines and equipment to facilitate Client's access to
Services.  Client  understands  and  agrees  to  pay  charges  relating  to  the
installation and use of such lines and equipment as set forth in the Exhibits.

      (d) Terminals  and Related  Equipment.  Client shall obtain  necessary and
sufficient terminals and other equipment, approved by Fiserv and compatible with
the Fiserv System, to transmit and receive data and information between Client's
location(s),  Fiserv's service  center(s),  and/or other necessary  location(s).
Fiserv and Client may  mutually  agree to change  the  type(s) of  terminal  and
equipment used by Client.


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         5. Client  Obligations.  (a) Input.  Client shall be solely responsible
for the input,  transmission,  or delivery to and from Fiserv of all information
and data  required  by Fiserv to perform  Services  unless  Client has  retained
Fiserv  to  handle  such  responsibilities,  as  specifically  set  forth in the
Exhibits.  The  information  and data shall be  provided  in a format and manner
approved  by Fiserv.  Client  will  provide at its own  expense or procure  from
Fiserv all equipment,  computer  software,  communication  lines,  and interface
devices  required to access the Fiserv System.  If Client has elected to provide
such  items  itself,  Fiserv  shall  provide  Client  with a list of  compatible
equipment  and  software;  Client  agrees  to  pay  Fiserv's  standard  fee  for
recertification of the Fiserv System resulting therefrom.

      (b) Client Personnel.  Client shall designate appropriate Client personnel
for  training  in  the  use of the  Fiserv  System,  shall  supply  Fiserv  with
reasonable  access to Client's site during normal  business hours for Conversion
Services  and shall  cooperate  with Fiserv  personnel in their  performance  of
Services, including Conversion Services.

      (c) Use of Fiserv  System.  Client  shall (i)  comply  with any  operating
instructions on the use of the Fiserv System provided by Fiserv; (ii) review all
reports  furnished  by  Fiserv  for  accuracy;  and (iii)  work  with  Fiserv to
reconcile  any  out  of  balance  conditions.  Client  shall  determine  and  be
responsible  for the  authenticity  and  accuracy  of all  information  and data
submitted to Fiserv.

      (d) Client's  Systems.  Client shall be responsible  for ensuring that its
systems are Year 2000  compliant and capable of passing  and/or  accepting  date
formats from and/or to the Fiserv System.

      6.  Ownership and Confidentiality.  (a) Definition.

      (i) Client  Information.  "Client  Information"  means:  (A)  confidential
      plans,  customer lists,  information,  and other  proprietary  material of
      Client that is marked with a restrictive  legend, or if not so marked with
      such legend or is disclosed  orally,  is identified as confidential at the
      time of disclosure (and written  confirmation thereof is promptly provided
      to Fiserv);  and (B) any  information and data concerning the business and
      financial records of Client's customers prepared by or for Fiserv, or used
      in any way by Fiserv in connection  with the provision of Fiserv  Services
      (whether or not any such information is marked with a restrictive legend).

      (ii) Fiserv  Information.  "Fiserv  Information"  means:  (A) confidential
      plans, information, research, development, trade secrets, business affairs
      (including that of any Fiserv client,  supplier, or affiliate),  and other
      proprietary  material of Fiserv that is marked with a restrictive  legend,
      or if not so marked with such legend or is disclosed orally, is identified
      as  confidential  at the  time of  disclosure  (and  written  confirmation
      thereof is  promptly  provided to Client);  and (B)  Fiserv's  proprietary
      computer  programs,  including  custom  software  modifications,  software
      documentation   and  training  aids,  and  all  data,  code,   techniques,
      algorithms,   methods,  logic,  architecture,   and  designs  embodied  or
      incorporated therein (whether or not any such information is marked with a
      restrictive legend).




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      (iii)  Information.  "Information"  means  Client  Information  and Fiserv
      Information.  No obligation of confidentiality  applies to any Information
      that the  receiving  party  ("Recipient")  (A) already  possesses  without
      obligation  of  confidentiality;   (B)  develops  independently;   or  (C)
      rightfully  receives without  obligation of  confidentiality  from a third
      party. No obligation of  confidentiality  applies to any Information  that
      is, or becomes, publicly available without breach of this Agreement.

      (b) Obligations.  Recipient agrees to hold as confidential all Information
it receives from the  disclosing  party  ("Discloser").  All  Information  shall
remain the property of Discloser or its  suppliers  and  licensors.  Information
will  be  returned  to  Discloser  at the  termination  or  expiration  of  this
Agreement.  Recipient will use the same care and discretion to avoid  disclosure
of Information as it uses with its own similar information that it does not wish
disclosed,  but in no event less than a reasonable  standard of care.  Recipient
may use  Information  for any purpose that does not violate such  obligation  of
confidentiality.  Recipient  may  disclose  Information  to  (i)  employees  and
employees of affiliates  who have a need to know;  and (ii) any other party with
Discloser's  written  consent.  Before  disclosure to any of the above  parties,
Recipient will have a written  agreement  with such party  sufficient to require
that party to treat Information in accordance with this Agreement. Recipient may
disclose Information to the extent required by law. However, Recipient agrees to
give  Discloser  prompt  notice  so that it may  seek a  protective  order.  The
provisions of this  sub-section  survive any  termination  or expiration of this
Agreement.

      (c)  Residuals.   Nothing  contained  in  this  Agreement  shall  restrict
Recipient from the use of any ideas, concepts, know-how, or techniques contained
in   Information   that  are   related  to   Recipient's   business   activities
("Residuals"),  provided  that  in so  doing,  Recipient  does  not  breach  its
obligations under this Section.  However, this does not give Recipient the right
to disclose the Residuals except as set forth elsewhere in this Agreement.

      (d) Fiserv System.  The Fiserv System  contains  information  and computer
software  that are  proprietary  and  confidential  information  of Fiserv,  its
suppliers, and licensors. Client agrees not to attempt to circumvent the devices
employed  by  Fiserv  to  prevent  unauthorized  access  to the  Fiserv  System,
including,  but  not  limited  to,  alterations,   decompiling,   disassembling,
modifications, and reverse engineering thereof.

      (e)  Confidentiality  of this  Agreement.  Fiserv and Client agree to keep
confidential  the  prices,  terms  and  conditions  of this  Agreement,  without
disclosure to third parties.

      7. Regulatory  Agencies,  Regulations and Legal  Requirements.  (a) Client
Files.  Records  maintained  and  produced  for Client  ("Client  Files") may be
subject to examination by such Federal,  State, or other governmental regulatory
agencies as may have  jurisdiction  over Client's business to the same extent as
such  records  would be subject  if  maintained  by Client on its own  premises.
Client  agrees that Fiserv is  authorized  to give all  reports,  summaries,  or
information  contained  in or derived from the data or  information  in Fiserv's
possession  relating to Client when formally requested to do so by an authorized
regulatory or government agency.

      (b) Compliance with  Regulatory  Requirements.  Client agrees to comply
with applicable regulatory and legal requirements, including without limitation:

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      (i)  submitting  a copy of this  Agreement to the  appropriate  regulatory
      agencies  prior to the date Services  commence;  (ii)  providing  adequate
      notice to the appropriate  regulatory  agencies of the termination of this
      Agreement or any material changes in Services;  (iii) retaining records of
      its accounts as required by  regulatory  authorities;  (iv)  obtaining and
      maintaining,  at its  own  expense,  any  Fidelity  Bond  required  by any
      regulatory  or  governmental  agency;  and  (v)  maintaining,  at its  own
      expense,  such casualty and business  interruption  insurance coverage for
      loss of records  from fire,  disaster,  or other  causes,  and taking such
      precautions   regarding  the  same,  as  may  be  required  by  regulatory
      authorities.

      8.  Warranties. (a)Fiserv Warranties. Fiserv represents and warrants that:

      (i)(A)  Services  will  conform  to the  specifications  set  forth in the
      Exhibits;  (B) Fiserv will perform Client's work accurately  provided that
      Client supplies accurate data and information,  and follows the procedures
      described in all Fiserv  documentation,  notices,  and advices; (C) Fiserv
      personnel will exercise due care in provision of Services;  (D) the Fiserv
      System will comply in all material  respects with all  applicable  Federal
      and State regulations governing Services;  and (E) the Fiserv System is or
      will be Year 2000  compliant.  In the  event of an error or other  default
      caused by Fiserv personnel,  systems,  or equipment,  Fiserv shall correct
      the data or information and/or reprocess the affected item or report at no
      additional  cost to Client.  Client agrees to supply Fiserv with a written
      request for correction of the error within 7 days after  Client's  receipt
      of the work containing the error.  Work  reprocessed due to errors in data
      supplied by Client,  on Client's  behalf by a third party,  or by Client's
      failure to follow procedures set forth by Fiserv shall be billed to Client
      at Fiserv's then current time and material rates;  and (ii) it owns or has
      a license to furnish  all  equipment  or  software  comprising  the Fiserv
      System.  Fiserv shall  indemnify  Client and hold it harmless  against any
      claim or action that alleges that the Fiserv System use infringes a United
      States patent,  copyright,  or other  proprietary  right of a third party.
      Client  agrees to notify  Fiserv  promptly  of any such  claim and  grants
      Fiserv the sole right to control the defense and  disposition  of all such
      claims.  Client  shall  provide  Fiserv with  reasonable  cooperation  and
      assistance in the defense of any such claim.

THE WARRANTIES  STATED ABOVE ARE LIMITED  WARRANTIES AND ARE THE ONLY WARRANTIES
MADE BY FISERV.  FISERV DOES NOT MAKE, AND CLIENT HEREBY EXPRESSLY  WAIVES,  ALL
OTHER  WARRANTIES,  INCLUDING  WARRANTIES OF  MERCHANTABILITY  AND FITNESS FOR A
PARTICULAR PURPOSE. THE STATED EXPRESS WARRANTIES ARE IN LIEU OF ALL LIABILITIES
OR  OBLIGATIONS OF FISERV FOR DAMAGES  ARISING OUT OF OR IN CONNECTION  WITH THE
DELIVERY, USE, OR PERFORMANCE OF FISERV SERVICES.

      (b)  Client  Warranties.  Client  represents  and  warrants  that:  (A) no
contractual  obligations exist that would prevent Client from entering into this
Agreement; (B) it has complied with all applicable regulatory requirements;  and
(C) Client has  requisite  authority  to  execute,  deliver,  and  perform  this
Agreement.  Client shall  indemnify  and hold  harmless  Fiserv,  its  officers,
directors,  employees,  and affiliates against any claims or actions arising out
of (X) the use by  Client  of the  Fiserv  System  in a manner  other  than that
provided in this Agreement;  and (Y) any and all claims by third parties through



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Client arising out of the performance and  non-performance of Fiserv Services by
Fiserv,  provided  that the  indemnity  listed in clause  (Y)  hereof  shall not
preclude  Client's  recovery of direct damages pursuant to the terms and subject
to the limitations of this Agreement.

      9.  Limitation  of  Liability.  (a)  General.  IN NO EVENT SHALL FISERV BE
LIABLE  FOR  LOSS  OF  GOODWILL,  OR  FOR  SPECIAL,  INDIRECT,   INCIDENTAL,  OR
CONSEQUENTIAL  DAMAGES ARISING FROM CLIENT'S USE OF FISERV SERVICES, OR FISERV'S
SUPPLY OF EQUIPMENT OR SOFTWARE, REGARDLESS OF WHETHER SUCH CLAIM ARISES IN TORT
OR IN CONTRACT. CLIENT MAY NOT ASSERT ANY CLAIM AGAINST FISERV MORE THAN 2 YEARS
AFTER SUCH CLAIM ACCRUED. FISERV'S AGGREGATE LIABILITY FOR ANY AND ALL CAUSES OF
ACTION RELATING TO SERVICES SHALL BE LIMITED TO THE TOTAL FEES PAID BY CLIENT TO
FISERV FOR SERVICES  RESULTING IN SUCH LIABILITY IN THE 2 MONTH PERIOD PRECEDING
THE DATE THE CLAIM ACCRUED.  FISERV'S AGGREGATE LIABILITY FOR A DEFAULT RELATING
TO EQUIPMENT  OR SOFTWARE  SHALL BE LIMITED TO THE AMOUNT PAID BY CLIENT FOR THE
EQUIPMENT OR SOFTWARE.

      (b) Lost  Records.  If  Client's  records  or  other  data  submitted  for
processing  are lost or  damaged  as a result  of any  failure  by  Fiserv,  its
employees, or agents to exercise reasonable care to prevent such loss or damage,
Fiserv's  liability  on  account  of such loss or  damages  shall not exceed the
reasonable  cost of  reproducing  such  records  or data from  exact  duplicates
thereof in Client's possession.

      10. Disaster Recovery.  (a) General.  Fiserv maintains a disaster recovery
plan ("Disaster  Recovery Plan") for each Service.  A "Disaster"  shall mean any
unplanned  interruption  of the  operations  of or  inaccessibility  to Fiserv's
service center in which Fiserv, using reasonable  judgment,  requires relocation
of  processing  to a recovery  location.  Fiserv shall notify  Client as soon as
possible after Fiserv deems a service outage to be a Disaster. Fiserv shall move
the  processing  of  Client's  standard  services  to  a  recovery  location  as
expeditiously   as  possible  and  shall  coordinate  the  cut-over  to  back-up
telecommunication   facilities  with  the  appropriate  carriers.  Client  shall
maintain  adequate  records  of all  transactions  during  the period of service
interruption and shall have personnel available to assist Fiserv in implementing
the  switchover  to the  recovery  location.  During  a  Disaster,  optional  or
on-request  services  shall be provided  by Fiserv  only to the extent  adequate
capacity  exists  at the  recovery  location  and  only  after  stabilizing  the
provision of base services.

      (b)  Communications.  Fiserv shall work with Client to  establish a plan
for  alternative  communications  in the event of a Disaster.

      (c) Disaster  Recovery Test.  Fiserv shall test the Disaster Recovery Plan
periodically.  Client agrees to participate in and assist Fiserv with such test,
if requested by Fiserv. Upon Client request, test results will be made available
to Client's management, regulators, auditors, and insurance underwriters.

      (d)  Client  Plans.  Fiserv  agrees to release  information  necessary
to allow  Client's  development  of a disaster recovery plan that operates in
concert with the Disaster Recovery Plan.

      (e) No Warranty.  Client understands and agrees that the Disaster Recovery
Plan is  designed  to  minimize,  but not  eliminate,  risks  associated  with a



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Disaster  affecting  Fiserv's  service  center(s).  Fiserv does not warrant that
Fiserv Services will be  uninterrupted or error free in the event of a Disaster;
no  performance  standards  shall be applicable  for the duration of a Disaster.
Client maintains  responsibility  for adopting a disaster recovery plan relating
to  disasters   affecting   Client's   facilities  and  for  securing   business
interruption insurance or other insurance necessary for Client's protection.

      11.  Termination.  (a) Material  Breach.  Except as provided  elsewhere
in this Section 11,  either party may terminate  this Agreement in the event of
a material  breach by the other party not cured within 90 days following
written notice stating, with particularity and in reasonable detail, the nature
of the claimed breach.

      (b) Failure to Pay. In the event any invoice  remains  unpaid by Client 30
days after due, or Client  deconverts  any data or  information  from the Fiserv
System without prior written consent of Fiserv,  Fiserv, at its sole option, may
terminate this Agreement  and/or Client's access to and use of Fiserv  Services.
Any invoice  submitted by Fiserv shall be deemed correct unless Client  provides
written  notice to Fiserv  within 15 days of the  invoice  date  specifying  the
nature of the disagreement.

      (c) Remedies. Remedies contained in this Section 11 are cumulative and are
in addition to the other  rights and  remedies  available  to Fiserv  under this
Agreement, by law or otherwise.

      (d) Defaults.  If Client:

     (i) defaults in the payment of any sum of money due;
     (ii) breaches this Agreement in any material respect or otherwise defaults
     in any material respect in the performance of any of its  obligations;  or
     iii) commits an act of bankruptcy or becomes the subject of any proceeding
     under the Bankruptcy Code or becomes  insolvent or if any substantial  part
     of Client's  property  becomes  subject to any levy,  seizure,  assignment,
     application,  or sale for or by any creditor or governmental  agency; then,
     in any  such  event,  Fiserv  may,  upon  written  notice,  terminate  this
     Agreement and be entitled to recover from Client as  liquidated  damages an
     amount  equal to the present  value of all  payments  remaining  to be made
     hereunder for the remainder of the initial term or any renewal term of this
     Agreement.  For purposes of the preceding sentence,  present value shall be
     computed  using the "prime" rate (as published in The Wall Street  Journal)
     in effect at the date of  termination  and "all  payments  remaining  to be
     made"  shall be  calculated  based on the  average  bills  for the 3 months
     immediately  preceding the date of termination.  Client agrees to reimburse
     Fiserv for any expenses Fiserv may incur,  including reasonable  attorneys'
     fees, in taking any of the foregoing actions.

      (e)  Convenience.  Client may terminate this Agreement  during any term by
paying a termination  fee based on the remaining  unused term of this Agreement,
the amount to be determined by multiplying  Client's largest monthly invoice for
each Fiserv Service received by Client during the term (or if no monthly invoice
has been  received,  the sum of the  estimated  monthly  billing for each Fiserv
Service to be received hereunder) by 80% times the remaining months of the term,
plus any  unamortized  conversion fees or third party costs existing on Fiserv's
books on the date of  termination.  Client  understands  and agrees  that Fiserv



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losses  incurred  as a result of early  termination  of the  Agreement  would be
difficult or  impossible to calculate as of the  effective  date of  termination
since they will vary based on, among other  things,  the number of clients using
the Fiserv System on the date the Agreement terminates.  Accordingly, the amount
set forth in the first sentence of this subsection represents Client's agreement
to pay and  Fiserv's  agreement  to accept as  liquidated  damages (and not as a
penalty) such amount for any such Client termination.

      (f)  Merger.  In  the  event  of  a  merger  between  Client  and  another
organization  in which Client is not the  surviving  organization  and where the
other  organization  was not previously a user of Fiserv services similar to the
Services,  Fiserv will allow an early  termination  of this  Agreement  upon the
following terms and conditions:

      (i)  written  notice  must be given 3 months in  advance,  specifying  the
      termination date; (ii) Fiserv may specify a deconversion date based on its
      previous  commitments  and work  loads;  and  (iii)  Fiserv  may  charge a
      termination fee in accordance with subsection (e) above.

      (g)  Return  of  Data  Files.  Upon  expiration  or  termination  of  this
Agreement,  Fiserv shall furnish to Client such copies of Client Files as Client
may  request  in  Fiserv's  standard  machine  readable  format  along with such
information  and  assistance as is reasonable  and customary to enable Client to
deconvert from the Fiserv System,  provided,  however,  that Client consents and
agrees and authorizes  Fiserv to retain Client Files until (i) Fiserv is paid in
full for (A) all  Services  provided  through  the date  such  Client  Files are
returned  to  Client;  and (B) any and all  other  amounts  that are due or will
become due under this Agreement; (ii) Fiserv is paid its then standard rates for
the services  necessary to return such Client Files;  (iii) if this Agreement is
being  terminated,  Fiserv is paid any  applicable  termination  fee pursuant to
subsection  (d),  (e), or (f) above;  and (iv) Client has returned to Fiserv all
Fiserv Information. Unless directed by Client in writing to the contrary, Fiserv
shall be permitted to destroy Client Files any time after 30 days from the final
use of Client Files for processing.

      (h)   Miscellaneous.   Client   understands  and  agrees  that  Client  is
responsible  for the  deinstallation  and return  shipping  of any  Fiserv-owned
equipment located on Client's premises.

      12. Arbitration. (a) General. Except with respect to disputes arising from
a misappropriation  or misuse of either party's  proprietary rights, any dispute
or controversy arising out of this Agreement,  or its  interpretation,  shall be
submitted  to and  resolved  exclusively  by  arbitration  under the rules  then
prevailing  of the American  Arbitration  Association,  upon  written  notice of
demand for  arbitration  by the party  seeking  arbitration,  setting  forth the
specifics of the matter in controversy or the claim being made. The  arbitration
shall be heard before an arbitrator mutually agreeable to the parties; provided,
that if the  parties  cannot  agree on the choice of  arbitrator  within 10 days
after the first party seeking  arbitration  has given written  notice,  then the
arbitration shall be heard by three  arbitrators,  one chosen by each party, and
the third chosen by those two arbitrators. The arbitrators will be selected from
a  panel  of  persons  having  experience  with  and  knowledge  of  information
technology and at least one of the arbitrators  selected will be an attorney.  A
hearing on the merits of all  claims for which  arbitration  is sought by either



master.1197                                                               FISERV
                                   - 8 -
<PAGE>
party  shall be  commenced  not  later  than 60 days  from the date  demand  for
arbitration is made by the first party seeking  arbitration.  The  arbitrator(s)
must render a decision within 10 days after the conclusion of such hearing.  Any
award in such  arbitration  shall be final and binding  upon the parties and the
judgment thereon may be entered in any court of competent jurisdiction.

       (b)  Applicable  Law.  The  arbitration  shall be  governed by the United
States  Arbitration  Act,  9  U.S.C.  1-16.  The  arbitrators  shall  apply  the
substantive  law of the State of  Wisconsin,  without  reference  to  provisions
relating to conflict of laws. The arbitrators shall not have the power to alter,
modify, amend, add to, or subtract from any term or provision of this Agreement,
nor to rule  upon or  grant  any  extension,  renewal,  or  continuance  of this
Agreement.  The  arbitrators  shall have the authority to grant any legal remedy
available had the parties submitted the dispute to a judicial proceeding.

      (c) Situs. If arbitration is required to resolve any disputes  between the
parties,  the  proceedings  to resolve the first such  dispute  shall be held in
Atlanta,  Georgia,  the  proceedings to resolve the second such dispute shall be
held in St. Petersburg,  Florida,  and the proceedings to resolve any subsequent
disputes shall alternate between Atlanta, Georgia and St. Petersburg, Florida.

      13.  Insurance.  Fiserv carries the following types of insurance policies:

      (i) Comprehensive  General Liability in an amount not less than $1 million
      per  occurrence  for claims  arising  out of bodily  injury  and  property
      damage;  (ii) Commercial Crime covering  employee  dishonesty in an amount
      not less than $5 million; (iii) All-risk property coverage including Extra
      Expense and Business  Income  coverage;  and (iv) Workers  Compensation as
      mandated or allowed by the laws of the state in which  Services  are being
      performed, including $500,000 coverage for Employer's Liability.

      14. Audit. Fiserv employs an internal auditor responsible for ensuring the
integrity of its processing  environments  and internal  controls.  In addition,
Fiserv provides for periodic independent audits of its operations.  Fiserv shall
provide Client with a copy of the audit of the Fiserv  service center  providing
Services  within a reasonable  time after its  completion  and shall charge each
client a fee based on the pro rata cost of such audit. Fiserv shall also provide
a copy of such audit to the  appropriate  regulatory  agencies,  if any,  having
jurisdiction over Fiserv's provision of Services.

      15.  General.  (a) Binding  Agreement.  This  Agreement  is binding  upon
the  parties  and their  respective successors  and permitted  assigns.  Neither
this  Agreement nor any interest may be sold,  assigned,  transferred, pledged,
or otherwise disposed of by Client,  whether pursuant to change of control or
otherwise,  without Fiserv's prior  written  consent.  Client agrees that
Fiserv may  subcontract  any Services to be performed  hereunder.  Any such
subcontractors shall be required to comply with all applicable terms and
conditions.

      (b) Entire Agreement.  This Agreement,  including its Exhibits,  which are
expressly  incorporated  herein  by  reference,  constitutes  the  complete  and
exclusive  statement  of the  agreement  between  the  parties as to the subject
matter  hereof and  supersedes  all previous  agreements  with respect  thereto.
Modifications of this Agreement must be in writing and signed by duly authorized




                                   - 9 -
<PAGE>
representatives of the parties.  Each party hereby  acknowledges that it has not
entered into this  Agreement  in reliance  upon any  representation  made by the
other  party not  embodied  herein.  In the event any of the  provisions  of any
Exhibit are in conflict with any of the provisions of this Agreement,  the terms
and  provisions of this  Agreement  shall control unless the Exhibit in question
expressly provides that its terms and provisions shall control.

      (c)  Severability.  If any  provision  of  this  Agreement  is  held to be
unenforceable or invalid,  the other provisions shall continue in full force and
effect.

      (d)  Governing  Law.  This  Agreement  will be governed by the
substantive  laws of the State of  Wisconsin, without  reference to provisions
relating to conflict of laws. The United Nations  Convention of Contracts for
the International Sale of Goods shall not apply to this Agreement.

      (e) Force Majeure.  Neither party shall be responsible  for delays or
failures in performance  resulting from acts reasonably beyond the control of
that party.

      (f)  Notices.  Any  written  notice  required  or  permitted  to be  given
hereunder  shall be given by: (i) Registered or Certified  Mail,  Return Receipt
Requested,  postage  prepaid;  (ii)  confirmed  facsimile;  or (iii)  nationally
recognized  courier  service to the other party at the  addresses  listed on the
cover  page or to such  other  address  or person as a party  may  designate  in
writing. All such notices shall be effective upon receipt.

      (g) No  Waiver.  The  failure  of  either  party to insist on  strict
performance  of any of the  provisions hereunder shall not be construed as the
waiver of any subsequent default of a similar nature.

      (h) Financial  Statements.  Fiserv shall provide Client and the appro-
priate  regulatory agencies so requiring a copy of Fiserv, Inc.'s audited
consolidated financial statements.

      (i) Prevailing  Party. The prevailing  party in any arbitration,  suit, or
action brought against the other party to enforce the terms of this Agreement or
any rights or obligations hereunder, shall be entitled to receive its reasonable
costs,  expenses,  and attorneys'  fees of bringing such  arbitration,  suit, or
action.

      (j)  Survival.  All  rights  and  obligations  of the  parties  under this
Agreement  that,  by their  nature,  do not  terminate  with the  expiration  or
termination  of this  Agreement  shall survive the  expiration or termination of
this Agreement.

      (k) Exclusivity. Client agrees that Fiserv shall be the sole and exclusive
provider of the  services  that are the subject  matter of this  Agreement.  For
purposes of the foregoing,  the term "Client"  shall include Client  affiliates.
During the term of this Agreement,  Client agrees not to enter into an agreement
with any other entity to provide these  services (or similar  services)  without
Fiserv's  prior  written  consent.   If  Client  acquires  another  entity,  the
exclusivity  provided to Fiserv hereunder shall take effect with respect to such
acquired  entity  as soon as  practicable  after  termination  of such  acquired



master.1197                                                               FISERV
                                   - 10 -
<PAGE>
entity's  previously  existing  arrangement  for  these  services.  If Client is
acquired by another entity,  the exclusivity  provided to Fiserv hereunder shall
apply with respect to the level or volume of these services provided immediately
prior to the signing of the definitive  acquisition  agreement  relating to such
acquisition  and shall  continue  with  respect  to the level or volume of these
services until any termination or expiration of this Agreement.

      (l) Recruitment of Employees. Client agrees not to hire Fiserv's employees
during  the term of this  Agreement  and for a  period  of 6  months  after  any
termination or expiration thereof, except with Fiserv's prior written consent.

================================================================================

      IN WITNESS WHEREOF,  the parties have caused this Agreement to be executed
by their duly authorized representatives as of the date indicated below.

For Client:                              For Fiserv:

UNITED BANK & TRUST COMPANY              FISERV SOLUTIONS, INC.

By:                                      By:
Name:                                    Name:    William L. Kenney
Title:                                   Title:  President Fiserv Atlanta
Date:                                    Date:

































master.1197                                                               FISERV
                                    - 11 -
<PAGE>
                              ADDENDUM TO AGREEMENT
                                     BETWEEN
                           UNITED BANK & TRUST COMPANY
                                       AND
                             FISERV SOLUTIONS, INC.








         11.   Termination (g) Return of Data Files.
         Unless  directed by Client in writing to the contrary,  Fiserv shall be
         permitted  to  destroy  Client  Files  any  time  after  the end of the
         calendar year  immediately  following the final use of Client Files for
         processing.  Files  maintained  will be the LAST END OF MONTH  prior to
         Client deconversion from Fiserv processing.




ACCEPTED BY:

For Client:                                 For Fiserv:

UNITED BANK & TRUST COMPANY                 FISERV SOLUTIONS, INC.

By:                                         By:
Name:                                       Name:    William L. Kenney
Title:                                      Title:   President Fiserv Atlanta
Date:                                       Date:
























master.1197                                                               FISERV
                                   - 12 -
<PAGE>
                                    Exhibit A


                           Account Processing Services

      Client agrees with Fiserv as follows:

      1. Services.  Fiserv will provide Client the Account Processing
Services ("Account  Processing  Services") specified in Exhibit A - 1.

      2. Fees.  Client  shall pay Fiserv fees and other  charges  for  Account
Processing  Services  specified  in Exhibit A - 2.

      3. Responsibility for Accounts.  Client shall be responsible for balancing
its accounts each business day and notifying Fiserv immediately of any errors or
discrepancies.   Provided  that  Client  immediately   notifies  Fiserv  of  any
discrepancy  in  Client's  accounts,  Fiserv  shall,  at its  expense,  promptly
recompute accounts affected by discrepancies solely caused by the Fiserv Systems
or provide  for  another  mutually  agreeable  resolution.  Fiserv  will use its
commercially  reasonable  efforts to correct  errors  attributable  to Client or
Client's  other  third  party  servicers.  Reconstruction  of  error  conditions
attributable  to Client or to third  parties  acting on Client's  behalf will be
done at prevailing rates as set forth in Exhibit A - 2.

      4. Annual Histories.  Fiserv currently  maintains annual histories,  where
applicable,  for its clients.  These histories can be used to reconstruct Client
Files  in an  emergency.  However,  in  order  to  permit  prompt  and  accurate
reconstruction  of  accounts,  Client  agrees  to  retain  at all times and make
available to Fiserv upon request the most recent data printout(s)  received from
Fiserv,  together with copies or other accurate and  retrievable  records of all
transactions to be reflected on the next consecutive printout(s).

      5. Hours of Operation.  Account Processing  Services will be available for
use by Client during  standard Fiserv business  hours,  excluding  holidays,  as
specified in Exhibit A - 3. Account Processing  Services may be available during
additional  hours,  during  which time Client may use Services at its option and
subject to additional charges.

      6.  Protection of Data. (a) For the purpose of compliance  with
applicable  government  regulations,  Fiserv has an operations  backup  center,
for which Client  agrees to pay the charges  indicated in Exhibit A - 2. Copies
of transaction files are maintained by Fiserv off premises in secured vaults.

      (b) Fiserv  provides  "on-line"  security via  utilization of leased lines
with poll/select protocol.

      (c)  Upon  Client  providing  access  to  Client  Files  through  Client's
customers'  personal  computers  or voice  response  system,  Client  agrees  to
indemnify and hold harmless  Fiserv,  its officers,  directors,  employees,  and
affiliates  against  any claims or actions  arising out of such access to Client
Files or any Fiserv files  (including the files of other Fiserv  clients) or the
Fiserv System or other Fiserv systems.

      7.  Processing  Priority.  Fiserv does not  subscribe to any  processing
priority;  all users  receive equal processing consideration.


master.1197                                                               FISERV
                                   - 13 -
<PAGE>
      8. Forms and  Supplies.  Client  assumes  and will pay the charges for all
customized forms, supplies,  and delivery charges.  Custom forms ordered through
Fiserv will be subject to a 15% administrative fee for warehousing and inventory
control. Forms ordered by Client and warehoused at Fiserv will be subject to the
administrative fee set forth in Exhibit A - 2.

      9. Regulatory Supervision.  By entering into this Agreement, Fiserv agrees
that the Office of Thrift Supervision, FDIC, or other regulatory agencies having
authority over Client's  operations shall have the authority and  responsibility
provided to the  regulatory  agencies  pursuant to the Bank Service  Corporation
Act, 12 U.S.C. 1867(C) relating to services performed by contract or otherwise.

================================================================================

         IN WITNESS  WHEREOF,  the parties  hereto have caused this Exhibit A to
the Agreement to be executed by their duly authorized  representatives as of the
date indicated below.


UNITED BANK & TRUST COMPANY                FISERV SOLUTIONS, INC.

By:                                        By:

Name:                                      Name:    William L. Kenney
Title:                                     Title:  President Fiserv Atlanta
Date:                                      Date:































master.1197                                                               FISERV
                                   - 14 -
<PAGE>
                                   Exhibit A-1

                           Account Processing Services

Fiserv will provide Client with the following Account Processing Services:

I.       Services and/or functions to be performed by Fiserv:

         A.       Maintain the necessary  computer equipment in order to provide
                  Client  with  complete  electronic   bookkeeping  service  for
                  Deposit Accounts, Certificate Accounts, Loan Accounts, Central
                  Information System, Account Analysis, ACH (Receiving), General
                  Ledger, and On-Line  Documentation five (5) days per week. The
                  Information  Technology,  Inc. (ITI) Premier II Banking System
                  will be used for Client's application processing.

         B.       Provide  necessary  assistance to Client for the initial
                  set-up to convert to the Fiserv system. Customer Service is
                  provided by toll-free telephone as follows:

         (1)      Full Customer Service  specialists for all  applications,
                  Monday through Friday - 8:00 a.m. to 5:00 p.m. (EST)
         (2)      Limited telephone coverage, Monday through Friday - 5:00 p.m.
                  to 7:00 p.m. (EST)
         (3)      Emergency after hours Customer Service, via Beeper -
                  24 hours/day, 7 day/week

         C.       Receive transmitted  transaction data from Client at Fiserv by
                  7:00 p.m. (EST) daily or receive transaction input at a Fiserv
                  center at mutually  agreed time.  If  transaction  data is not
                  received by this  appropriate  time,  assurance cannot be made
                  for meeting the Client's scheduled needs the following day.

         D.       Reconcile Client's balancing totals.

         E.       Exercise  reasonable care in handling data submitted to
                  Fiserv and hold all information  received by Fiserv in
                  strictest confidence.

         F.       Calculate  and provide  figures for the daily accrual of
                  interest  earned,  late charges due, and service charges.

         G.       Transmit selected reports to Client's remote print facility
                  or Fiserv facility for printing.

 II.     Services, functions and requirements to be performed by Client for
         participation in this agreement:

         A.       Purchase/lease all equipment required in the bank to utilize
                  the services provided by Fiserv.

         B.       Provide  transmitted data to Fiserv's Computer Center daily by
                  7:00 p.m.  EST,  or provide  input data to a Fiserv  center by
                  mutually  agreed  times,   records  containing  the  necessary
                  information to process the applications.


master.1197                                                               FISERV
                                   - 15 -
<PAGE>
         C.       Provide  information  on new  accounts,  change of  address,
                  changes of title and status  change through the on-line data
                  entry system.

         D.       Repair and re-enter  for  reprocessing  all rejected  items,
                  handle  return items and  reconcile controls.

         E.       Verify  signatures  and stop  payments,  cancel and file
                  checks,  microfilm,  assemble  and mail statements, handle
                  return items and reconcile controls.

         F.       Balance work daily to General Ledger  Controls,  verify new
                  and re-issued  coupon books, and mail notices.

         G.       Print and distribute reports selected by Client.

         H.       Provide necessary transportation and Content Insurance
                  coverage To and From Fiserv facility.

III.     Fiserv will provide the following ancillary support services included
         in the monthly processing fee.

         Refer to Ancillary Module Current Fees Schedule, Exhibit A-5.


































master.1197                                                               FISERV
                                   - 16 -
<PAGE>
                                   Exhibit A-2

                           Account Processing Services


Fiserv will provide Client with the following Account Processing Services at the
fees and prices indicated:

I.       Fees to be paid monthly by Client to Fiserv for performance of the
         services outlined in Section I:

         A.       Monthly Processing Fees
                  The Client will be charged a monthly fee of $ 0.60  per
                  account on file (Deposit & Loan).

                  The Client will be charged a monthly fee of $ 0.15  per
                  account on file (General Ledger).

                  Each anniversary of the Agreement,  Deposit,  Loan and General
                  Ledger  Accounts  will be  averaged  based on the  previous 12
                  months and extended monthly for the next 12 month period.

         B.       Loan Coupon Books*       $  2.05    Each (Postage Additional)

         C.       Furnished by Client *

                  Postage/Courier Fees
                  Telephone Lines
                  Modems and Annual Modem Maintenance
                  In-Bank Terminal Equipment/Software
                  In-Bank Equipment/Software Maintenance

         D.       Conversion/Installation Fees      $   WAIVED

                  A  flat  fee  of $ 0  will  be  charged  to  convert  to
                  Premier  II  plus  travel  and  related expenses.

         E.       Supplies

                  All forms necessary to the daily operations of Fiserv's System
                  can be purchased  through  Fiserv at prices quoted at the time
                  of purchase.

         F.       Miscellaneous Services

                  20 Smart  Reports  will be  provided  and  included  in Base
                  Monthly  Processing  Fee.  Additional  services  provided  per
                  Exhibit A-4.

         G.       Platform/Teller Interfaces

                                      $  250.00      Each Per Function
                                                     (i.e. Deposit/Loan/Teller)



(Continued)
master.1197                                                               FISERV
                                   - 17 -
<PAGE>
EXHIBIT A-2 - continued

         H.       ATM/EFT Service

                  Installation Fees:
                           One-Time Charge               $  5,000.00
                           Per ATM Connect Fee           $    500.00
                           Per Network                   $    500.00
                           Surcharge Set-Up              $  1,000.00
                           Surcharge Set-Up Per ATM      $    150.00
                           Communication Install Fee     Pass Through

                  Monthly Charges
                           Fiserv Support                $     400.00
                           Network Support per Network   $     100.00
                           Card Base Record              $       0.06 Per Card
                                                         $     100.00 Minimum
                           Per ATM Connect Fee           $     100.00 Per Device
                           Per ATM 7 X 24 Monitoring Fee $      15.00 Per Device
                           Communication Line Cost       Pass Through

                  Per Transaction Fees
                           ON/US Transaction Fees        $       0.10
                           Foreign Transaction Fees      $       0.10
                           Surcharge Transaction Fees    $       0.15 In
                                                                      Addition
                                                                      to Above
                                                                    Transaction
                                                                      Fees

                  ATM Cards
                           Plastic Stock                 Pass Through
                           New Card Order                $       1.75 Per Card
                           PIN Mailer                    $       0.35 Per Mailer
                           Postage                       Pass Through

                  Non-Atlanta Host Authorization
                           One-Time Set-Up               $   1,500.00
                           Monthly Charge                $     500.00 Base Plus
                                                                      $.06 Per
                                                                      Card
                                                         Record On File

                  Positive Balance File (PBF)
                           One-Time Set-Up               $   1,500.00
                           Monthly Charge                $     600.00
                           Communications Charges        Pass Through

                  Visa Debit Processing                  Per Separate Quote

         I.       End of Year Processing

                  Per fee schedule published annually.



(continued)
master.1197                                                               FISERV
                                   - 18 -
<PAGE>
EXHIBIT A-2 - continued

         J.       On-Line Terminal Support

                  Client  will be  charged a fee of  $15.00  per  on-line
                  device  per  month.  (First  50  Devices Included)

         K.       Special Processing                     $    85.00 Per Quarter
                                                                        Hour

         L.       Programming/Consulting                 $    85.00 Per Hour

         M.       On-Site Support/Training               $   900.00 Per  Person
                                                                    Per  Day
                                                                    Plus
                                                                    Travel and
                                                                    Related
                                                                    Expenses.

        N.       Deconversion Fees

                  File  formats  and  magnetic  tapes in Fiserv  format  will be
                  provided  to  designated  processor  as  requested  in writing
                  providing  the Client has no  outstanding  payments to Fiserv.
                  Charges for the  creation  and delivery of these files will be
                  computer  run time or  $2,500  per  application  per  request,
                  whichever  is  greater.  All  consulting   interpretation  and
                  computer time required for the deconversion  will be billed at
                  per hour current rates.

         O.       Charges for Services

                  The monthly  processing  fees defined may be changed  annually
                  after the first  anniversary  of this  Agreement.  Each change
                  shall be  limited to the  lessor of five  percent  (5%) or the
                  change in the U.S.  Department of Labor,  Consumer Price Index
                  for the twelve (12) month  period  preceding  the  anniversary
                  date.

                  *  All third party fees are subject to change without notice.

















master.1197                                                               FISERV
                                   - 19 -
<PAGE>

                                   Exhibit A-3


                               Hours of Operation

         The Fiserv Account  Processing  Center will be in operation for On-Line
Accounting Processing Services in accordance with the following:

                  Monday                    8:00 A.M. - 7:00 P.M.
                  Tuesday                   8:00 A.M. - 7:00 P.M.
                  Wednesday                 8:00 A.M. - 7:00 P.M.
                  Thursday          8:00 A.M. - 7:00 P.M.
                  Friday                    8:00 A.M. - 7:00 P.M.
                  Saturday          8:00 A.M. - 4:00 P.M.

         All times stated are in accordance with prevailing  local times for the
Fiserv Account  Processing  Center.  The Fiserv Account  Processing  Center will
observe national holidays, and will be closed for on-line operations.






































master.1197                                                               FISERV
                                   - 20 -
<PAGE>
                                   Exhibit A-4

                             MISCELLANEOUS SERVICES

REQUEST                                          FEE
================================================================================
PRM SMART Reports & Pull Files                   $ 50    Per Report/File

CIS/6110/CIS/6030                                        Standard One Per Month
Safe Deposit Box Billing                                 Additional at $50.00
                                                         Per Report
Safe Deposit Box Trial and Past Due Reports

CIS/6040                                                 Standard One Per Month
Debit Card Reference Journal                             Additional at $50.00
                                                         Per Request

CIS/6111                                                 Standard One Per Month
Debit Card Billing                                       Additional  at  $50.00
                                                         Per Request

DDA/3000                                         $ 85    Per Request
"On-Demand" Statement Cycles

DDA/3800                                         $340    Per Request*
DDA Month End Account Profitability Analysis             *One execution of
                                                         this program is
                                                         included with month
                                                         end processing.
                                                         Charge would only
                                                         apply to requests
                                                         other than month end.

DDA/6000                                         $170    Per Request*
DDA Balance Range Report                                 *One execution
                                                         of this program
                                                         is included with
                                                         month end processing.
                                                         Charge would
                                                         only apply to
                                                         requests other
                                                         than month end.

DDA/6100                                         $100    Plus $.35 per
Audit Confirmations - DDA                                Confirmation

DDA/6002                                         $ 85    Per Request
Account Code/Cycle Distribution Report

DDA/6003                                                 Standard at month end
DDA Holds Report                                         only.  Other requests
                                                         $85.00

DDA/6004                                         $ 85    Per Request
Report Errors Concerning DDA Stmts.

(Continued)
master.1197                                                               FISERV
                                   - 21 -
<PAGE>
Exhibit A-4 - (Continued)

SAV/6000                                         $170    Per Request*
SAV Balance Range Report                                 *One execution
                                                         of this program
                                                         is included with
                                                         month end processing.
                                                         Charge would only
                                                         apply  to requests
                                                         other than month end.

SAV/6100                                         $100    Plus $.35 per
Audit Confirmations - SAV                                Confirmation

SAV/6002                                         $ 85    Per Request
Account Code/Cycle Distribution Report

SAV/6003                                                  Standard at month end
Report of SAV Holds                                       only. Other requests
                                                          $85.

SAV/6007                                                  Standard at month end
Automatic Transfers to DDA Report                         only. Other requests
                                                          $85.

SAV/6006                                                  Standard at month end
Savings Balances Subject to Rate Change                   only.  Other requests
                                                          $85.

COD/6006                                         $170     Per Request*
CD Analysis Reports                                       *One execution of this
                                                          program is included
                                                          with month end
                                                          processing. Charge
                                                          would only apply  to
                                                          requests other than
                                                          month end.

COD/6100                                         $100     Plus $.35 per
Audit Confirmations - CD                                  Confirmation

COD/6002                                         $ 85     Per Request
Account Code/Cycle Distribution Report

COD/6003                                         $ 85     Per Request
Report of CD Holds

LAS/6013                                                  Standard at month end
Loan Status Report - Reports by Period                    only.  Other requests
                                                          $85.

LAS/6012                                                  Standard at month end
FHA Title I Home Improvement Loan Reporting               only.  Other requests
                                                          $85.


(Continued)
master.1197                                                               FISERV
                                   - 22 -
<PAGE>
Exhibit A-4 - (Continued)

LAS/5202                                                  Standard at month end
Escrow Addenda Reference Journal                          only.  Other requests
                                                          $85.

LAS/5203                                                  Standard at month end
Escrow Review Conversion                                  only.  Other requests
                                                          $85.

LAS/6007                                         $170     Per Request*
Loan Analysis Report                                      *One execution of this
                                                          program is included
                                                          with month end
                                                          processing.Charge
                                                          would only apply  to
                                                          requests other than
                                                          month end.

LAS/6100                                         $100     Plus $.35 per
Audit Confirmations - Loans                               Confirmation

LAS/6008                                                  Standard at month end
Dealer, Source or Participated Report                     only.  Other requests
                                                          $85.

LAS/6200                                         $ 85     Per Request
Line Transcript Statement Report

LAS/6201                                         $ 85     Per Request
Note Transcript Statement Report

LAS/6202                                         $ 85     Per Request
Note Statement

LAS/6009                                         $170     Per Request*
Direct/Indirect Liability Reporting                       *One execution
                                                          of this program
                                                          is included
                                                          with month end
                                                          processing. Charge
                                                          would only apply  to
                                                          requests other than
                                                          month end.

LAS/6010                                         $ 85     Per Request
Extracts Source ID Numbers
Updates Market Prices

LAS/6011                                         $ 85     Per Request*
HMDA Reporting Code Analysis Reports                      *One execution of this
                                                          program is included
                                                          with month-end
                                                          processing.


(Continued)
master.1197                                                               FISERV
                                   - 23 -
<PAGE>
Exhibit A-4 - (Continued)

CIS/6401                                         $ 25     Per application plus
Cross Application Processing SMART                        plus $.15 per account.
                                                          Weekend processing
                                                          only.

CIS/6300                                         $ 50     Per Request
Specifications Reports

FMS/8200                                         $ 50     Per Request
Move Projected Budget to Current Budget

ADS/0900                                         $100     Per Applications $.01
Mass Maintenance                                          $.01 Per Account on
                                                          File.

Specification Changes                            $ 25     Per Quarter Hour

Special Programming or Consulting                $ 85     Per Hour

Computer Time for Special Client Request         $ 85     Per Quarter Hour

Reshipping of Print Files                        $ 20     Per File
                                                 $100     Minimum
                                                 $500     Maximum per
                                                          Processing Day






























master.1197                                                               FISERV
                                   - 24 -
<PAGE>
                                   Exhibit A-4


PAPERLESS ITEM MODULE (PIM) SERVICES

Fiserv will provide PIM Services per the fees outlined below:


    ACH Formatted File Input Service
        Implementation Fee                         $ 85.00     Per Hour
                                                   $225.00     Minimum
        Per Input Formatted File                   $   .01     Per Transaction
                                                   $ 30.00     Minimum Per File

    ACH Origination Service
        Implementation Fee                         $150.00
        Per Monthly Fee                            $ 50.00     Plus $.01    Per
                                                               Transaction
                                                   $100.00     Monthly Minimum


Miscellaneous Service Fees subject to change.



































master.1197                                                               FISERV
                                   - 25 -
<PAGE>
                                   Exhibit A-5

                                ANCILLARY MODULES

                                        ONE-TIME
DESCRIPTION                                           FEE          MONTHLY FEE

General Ledger Accounting System with
Cost Center Accounting                                N/A           Included

Asset Liability Management System                     $2,000          $325

Bond Account System                                   $1,500          $200

Check Reconciliation                                  $1,500          $200
                                                                      Base/
                                                                      $35.00
                                                                      Per Input
                                                                      File

Fixed Asset System                                    $1,500          $200

Stockholder Accounting System                         $1,500          $200

Accounts Payable System                               N/A            Included

Loan Custodial Module                                 $1,500          $200

Automated Collateral Insurance Reporting Module       N/A             $65
                                                                      Per Tape

Automated Credit Reporting Insurance Reporting
Module                                                N/A             $65
                                                                      Per Tape
                                                                      (1 per
                                                                      Month
                                                                      Included)

Holding Company Reporting Module                      $3,000          $300

Federal Call Reporting Module                         N/A             Included

Safe Deposit Box Accounting System                    N/A             Included

On-Line Loan Collection Module                        $4,000          $350

Telebanc                                              N/A             Included

Execubanc Banking Module                              $5,000          Base $400
                                                                      plus $.03
                                                                      per Total
                                                                      Accounts
                                                                      on File



(Continued)
master.1197                                                               FISERV
                                   - 26 -
<PAGE>
Exhibit A-5 - (Continued)

PC Banc                                               $5,000          Base $400
                                                                      plus $.03
                                                                      per Total
                                                                      Accounts
                                                                      on File

Director                                              $5,000          $500

Prime Data Warehousing                                $5,000          Base $400
   Hardware/Software Per Separate Quote                               Plus $.03
   Third Party Training Additional                                    Per Total
                                                                      Accounts
                                                                      on File
                                                                      (Monthly)
                                                                      Base $400
                                                                      Plus $.06
                                                                      Per Total
                                                                      Accounts
                                                                      on file
                                                                      (Weekly)

NetBanc (Internet Banking)                              Per Separate Quote

Paperless Item Module (PIM)                           N/A             Included

IBB PowerLink                                         N/A             $300

Router Equipment Monthly Lease/Maintenance            N/A             $321.71
                                                                      (Expires
                                                                       8/2000)

EF7 100/EF7900/PWTeller                               $2,500          $250

PLUS Platform & Teller                                N/A             Included

Sharp 6500                                            $2,500          $250

Platform Transfer CFI Loan/CFI Deposit/Bankers System $2,500          $250
Deposit/Bankers System Loan/Formation Technologies Loan               per
                                                                      Function

Ancillary Module One-Time Fees and Monthly Fees subject to change.
Implementation travel and related expenses additional.












master.1197                                                               FISERV
                                   - 27 -
<PAGE>
                                    Exhibit H

               FISERV SOLUTIONS, INC. DISASTER RECOVERY AGREEMENT
                                EFT/ATM SERVICES
                         (Atlanta Stratus Support Only)

I.   A Disaster  shall mean any unplanned  interruption  of the operations of or
     inaccessibility   to  Fiserv's   data  center  which  appears  in  Fiserv's
     reasonable  judgment  to  require  relocation  of  processing  to a primary
     recovery location.  Fiserv shall notify Client as soon as possible after it
     deems a service  outage to be a Disaster.  Fiserv shall move the processing
     of Client's  standard on-line  services to a primary  recovery  location as
     expeditiously as possible and shall coordinate the cut-over to back-up data
     lines with the appropriate carriers. Client shall maintain adequate records
     of all  transactions  during the period of service  interruption  and shall
     have personnel available to assist Fiserv in implementing the switchover to
     the primary recovery  location.  During a Disaster,  optional or on-request
     services  shall be  provided  by Fiserv  only to the  extent  that there is
     adequate   capacity  at  the  primary  recovery  location  and  only  after
     stabilizing the provision of base on-line services.

II.  Fiserv  shall work with  Client to  establish a plan for  alternative  data
     communications in the event of a Disaster.

III.  Fiserv shall test its Disaster  Recovery  Services  Plan by  conducting an
      annual test.  Client agrees to  participate in and assist Fiserv with such
      testing.  Test  results  will be made  available  to Client's  management,
      regulators, internal and external auditors, and (upon request) to Client's
      insurance underwriters.

IV.   Client  understands and agrees that the Fiserv  Disaster  Recovery Plan is
      designed to minimize but not eliminate  risks  associated  with a Disaster
      affecting Fiserv's data center.  Fiserv does not warrant that service will
      be  uninterrupted  or  error  free  in the  event  of a  Disaster.  Client
      maintains responsibility for adopting a disaster recovery plan relating to
      disasters   affecting  Client's   facilities  and  for  securing  business
      interruption insurance or other insurance as necessary to properly protect
      Client's revenues in the event of a disaster.

V.    Monthly subscription fee $100.00.

ACCEPTED BY:

UNITED BANK & TRUST COMPANY                   FISERV SOLUTIONS, INC.


------------------------------------         ---------------------------------
Authorized Signature                          Authorized Signature
Printed Name:                                 Printed Name:  William L. Kenney
Title:                                        Title:  President Fiserv Atlanta


------------------------------------          ---------------------------------
Date                                          Date



master.1197                                                               FISERV
                                   - 28 -
<PAGE>
                                    Exhibit H

                   FISERV ATLANTA DISASTER RECOVERY AGREEMENT
                                ON-LINE SERVICES

I.   A Disaster  shall mean any unplanned  interruption  of the operations of or
     inaccessibility   to  Fiserv's   data  center  which  appears  in  Fiserv's
     reasonable  judgment  to  require  relocation  of  processing  to a primary
     recovery location.  Fiserv shall notify Client as soon as possible after it
     deems a service  outage to be a Disaster.  Fiserv shall move the processing
     of Client's  standard on-line  services to a primary  recovery  location as
     expeditiously as possible and shall coordinate the cut-over to back-up data
     lines with the appropriate carriers. Client shall maintain adequate records
     of all  transactions  during the period of service  interruption  and shall
     have personnel available to assist Fiserv in implementing the switchover to
     the primary recovery  location.  During a Disaster,  optional or on-request
     services  shall be  provided  by Fiserv  only to the  extent  that there is
     adequate   capacity  at  the  primary  recovery  location  and  only  after
     stabilizing the provision of base on-line services.

II.  Fiserv  shall work with  Client to  establish a plan for  alternative  data
     communications in the event of a Disaster.

III. Fiserv shall test its Disaster  Recovery  Services  Plan by  conducting  an
     annual test.  Client agrees to  participate  in and assist Fiserv with such
     testing.  Test  results  will be made  available  to  Client's  management,
     regulators,  internal and external auditors, and (upon request) to Client's
     insurance underwriters.

IV.  Client  understands  and agrees that the Fiserv  Disaster  Recovery Plan is
     designed to minimize but not  eliminate  risks  associated  with a Disaster
     affecting  Fiserv's data center.  Fiserv does not warrant that service will
     be uninterrupted or error free in the event of a Disaster. Client maintains
     responsibility  for adopting a disaster recovery plan relating to disasters
     affecting  Client's  facilities  and  for  securing  business  interruption
     insurance or other  insurance as  necessary  to properly  protect  Client's
     revenues in the event of a disaster.

V.   Monthly subscription fee $.01 per Deposit & Loan Account on File.


ACCEPTED BY:

UNITED BANK & TRUST COMPANY                FISERV SOLUTIONS, INC.


------------------------------------       ------------------------------------
Authorized Signature                       Authorized Signature
Printed Name:                              Printed Name:  William L. Kenney
Title:                                     Title:  President Fiserv Atlanta


------------------------------------       ------------------------------------
Date                                       Date

master.1197                                                               FISERV
                                   - 29 -