EXHIBIT 10.1

                      CHANGE OF CONTROL SEVERANCE AGREEMENT

Bruce K. Weldele
President
United Savings Bank, F.A.
601 First Avenue North
Great Falls, Montana 59401

Dear Bruce:

         United Savings Bank, F.A. (the "Company") recognizes the possibility of
a change in control of the Company, which can result in significant distractions
of its key executives and management because of uncertainties inherent in such a
situation. The Company also recognizes that your contribution to the growth and
success of the Company has been substantial and desires to assure the Company of
your continued employment despite such possibility.

         The Board of Directors of the Company has determined that it is in the
best interest of the Company and its shareholders to take appropriate steps to
reinforce and encourage the continued attention and dedication of members of the
Company's management, including yourself, to their assigned duties without
distraction in the face of potentially disturbing circumstances arising from the
possibility of a change in control of the Company.

         In order to induce you to remain in the employ of the Company, the
Company agrees that you shall receive the severance benefits set forth in this
letter agreement (this "Agreement") in the event your employment with the
Company is terminated subsequent to a "Change in Control" (as defined in Section
2 hereof) under the circumstances described below:

1.       Term of Agreement. This Agreement will commence on the date hereof and
         shall continue in effect until December 31, 1993; provided, however,
         that commencing on January 1, 1994 and each January 1 thereafter, the
         term of this Agreement shall automatically be extended for one
         additional year unless not later than October 1 of the preceding year,
         the Company shall have given notice that it does not wish to extend
         this Agreement; provided, further, if a Change in Control (as defined
         in Section 2 hereof) shall have occurred during the original or
         extended term of this Agreement, this Agreement shall continue in
         effect for a period of 24 months beyond the month in which such Change
         in Control occurred.

2.       Change in Control. No benefits shall be payable hereunder unless there
         shall have been a Change in Control, as hereinafter defined. For
         purposes of this Agreement, a "Change in Control" shall mean that an
         acquiror has been deemed to have acquired control of the Company, or a
         company or person shall be deemed to control the Company, as determined
         in accordance with 12 C.F.R. ss. 574.4(a), as amended, promulgated
         pursuant to 12 U.S.C. 1817(j) and 12 U.S.C. 1467a.

3.       Termination Following a Change in Control. If a Change in Control shall
         have occurred, you shall be entitled to the benefits provided in
         Section 4(d) hereof upon any termination of your employment during the
         term of this Agreement unless such termination is (i) because of your
         death or Mandatory Retirement


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         (as defined below), (ii) by the Company for Cause (as defined below) or
         Disability (as defined below) or (iii) by you other than for Good
         Reason (as defined below).

                  (a) Disability; Mandatory Retirement. If, as a result of your
                  incapacity due to physical or mental illness, you shall have
                  been absent from your duties with the Company on a full-time
                  basis for 6 consecutive months, and within 30 days after
                  written notice of termination is given you shall not have
                  returned to the full-time performance of your duties, the
                  Company may, in accordance with Company policy as to
                  termination of employees on long-term disability, terminate
                  your employment for "Disability." Termination of your
                  employment based on "Mandatory Retirement" shall mean a
                  termination by the Company or you in accordance with any
                  mandatory Company retirement policy generally applicable to
                  its salaried employees or any retirement in accordance with
                  any retirement arrangement established with your consent with
                  respect to you.

                  (b) Cause. Termination by the Company of your employment for
                  'Cause" shall mean termination upon (i) the willful and
                  continued failure by you to substantially perform your duties
                  with the Company (other than any such failure resulting from
                  your disability or from termination by you for Good Reason),
                  after a demand for substantial performance is delivered to you
                  that specifically identifies the manner in which the Company
                  believes that you have not substantially performed your
                  duties, and you have failed to resume substantial performance
                  of your duties on a continuous basis within 14 days of
                  receiving such demand, (ii) the willful engaging by you in
                  conduct which is demonstrably and materially injurious to the
                  Company, monetarily or otherwise or (iii) your conviction of a
                  felony which impairs your ability substantially to perform
                  your duties with the Company. For purposes of this Subsection
                  3(b), no act, or failure to act, on your part shall be deemed
                  "willful" unless done, or omitted to be done, by you not in
                  good faith and without reasonable belief that your action or
                  omission was in the best interest of the Company. Failure to
                  perform your duties with the Company during any period of
                  disability shall not constitute Cause. Notwithstanding the
                  foregoing, you shall not be deemed to have been terminated for
                  Cause unless and until there shall have been delivered to you
                  a copy of a resolution duly adopted by the affirmative vote of
                  not less than three-quarters of the entire membership of the
                  Board at a meeting of the Board (after reasonable notice to
                  you and the opportunity for you, together with your counsel,
                  to be heard before the Board), finding that in the good faith
                  opinion of the Board you were guilty of conduct set forth
                  above in clauses (i), (ii) or (iii) of the first sentence of
                  this Subsection 3(b) and specifying the particulars thereof in
                  detail.

                  (c) Good Reason. You shall be entitled to terminate your
                  employment for Good Reason, as hereinafter defined.
                  Termination by you of your employment for "Good Reason" shall
                  mean termination by you upon the occurrence, without your
                  express written consent, within 24 months following a Change
                  in Control of any one or more of the following:

                           (i) the assignment to you of any duties inconsistent
                           in any respect with your position (including status,
                           offices, titles, and reporting requirements),
                           authorities, duties, or other responsibilities as in
                           effect immediately prior to the Change in


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                           Control or any other action of the Company which
                           results in a diminishment in such position,
                           authority, duties, or responsibilities, other than an
                           insubstantial and inadvertent action which is
                           remedied by the Company promptly after receipt of
                           notice thereof given by you;

                           (ii) a reduction by the Company in your base salary
                           as in effect on the date hereof or as the same shall
                           be increased from time to time;

                           (iii) the Company's requiring you to be based at a
                           location in excess of 30 miles from the location of
                           your principal office immediately prior to the Change
                           in Control;

                           (iv) the failure by the Company to (a) continue in
                           effect any material compensation or benefit plan,
                           program, policy or practice in which you were
                           participating at the time of the Change in Control or
                           (b) provide you with compensation and benefits at
                           least equal (in terms of benefit levels and/or reward
                           opportunities) to those provided for under each
                           employee benefit plan, program, policy and practice
                           as in effect immediately prior to the Change in
                           Control;

                           (v) the failure of the Company to obtain a
                           satisfactory agreement from any successor to the
                           Company to assume and agree to perform this
                           Agreement, as contemplated in Section 7 hereof; and

                           (vi) any purported termination by the Company of your
                           employment that is not effected pursuant to a Notice
                           of Termination (as defined below) satisfying the
                           requirements of Subsection 3(d) below (and, if
                           applicable, Subsection 3(b) above); and for purposes
                           of this Agreement, no such purported termination
                           shall be effective.

                  Your right to terminate your employment pursuant to this
                  Subsection 3(c) shall not be affected by your incapacity due
                  to physical or mental illness. Your continued employment shall
                  not constitute consent to, or a waiver of rights with respect
                  to, any circumstance constituting Good Reason hereunder.

                  (d) Notice of Termination. Any purported termination of your
                  employment by the Company or by you for Good Reason within 24
                  months following the month in which a Change in Control
                  occurs, shall be communicated by Notice of Termination to the
                  other party hereto in accordance with Section 8 hereof. No
                  purported termination of your employment by the Company shall
                  be effective if it is not pursuant to a Notice of Termination.
                  For purposes of this Agreement, a "Notice of Termination"
                  shall mean a written notice which shall indicate the specific
                  termination provision in this Agreement relied upon and the
                  Date of Termination (as defined below) and shall set forth in
                  reasonable detail the facts and circumstances claimed to
                  provide a basis for termination of your employment under the
                  provision so indicated.

                  (e) Date of Termination. 'Date of Termination" shall mean the
                  date specified in the Notice of Termination where required or
                  in any other


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                  case upon ceasing to perform services to the Company; provided
                  that if within thirty (30) days after any Notice of
                  Termination one party notifies the other party that a dispute
                  exists concerning the termination, the Date of Termination
                  shall be the date finally determined to be the Date of
                  Termination, either by mutual written agreement of the
                  parties, by a binding and final arbitration award or judgment
                  of a court of competent jurisdiction.

4.       Compensation Upon Termination. Following a Change in Control, upon
         termination of your employment during the term of this Agreement you
         shall be entitled to the following benefits:

                  (a) During any period that you fail to perform your full-time
                  duties with the Company as a result of incapacity due to
                  physical or mental illness, you shall continue to receive your
                  base salary at the rate in effect at the commencement of any
                  such period, until your employment is terminated pursuant to
                  Subsection 3(a) hereof. Thereafter, your benefits shall be
                  determined in accordance with the Company's long-term
                  disability, retirement, insurance, and other applicable
                  programs and plans then in effect.

                  (b) If your employment shall be terminated by the Company for
                  Cause, or by you other than for Good Reason, the Company shall
                  pay you your full base salary through the Date of Termination
                  at the rate in effect at the time Notice of Termination is
                  given or on the Date of Termination if no Notice of
                  Termination is required hereunder, plus all other amounts to
                  which you are entitled under any compensation plan of the
                  Company at the time such payments are due, and the Company
                  shall have no further obligations to you under this Agreement.

                  (c) If your employment terminates by reason of your Mandatory
                  Retirement, or by reason of your death, your benefits shall be
                  determined in accordance with the Company's retirement,
                  survivor's benefits, insurance, and other applicable programs
                  and plans then in effect.

                  (d) If your employment by the Company shall be terminated (i)
                  by the Company for any reason other than Cause, Mandatory
                  Retirement or Disability, or (ii) by you for Good Reason, you
                  shall be entitled to the benefits, to be funded from the
                  general assets of the Company, provided below:

                           (A) the Company shall pay you your full base salary
                           through the Date of Termination at the rate in effect
                           immediately prior to the occurrence of the
                           circumstances giving rise to the Notice of
                           Termination given in respect thereof;

                           (B) the Company will pay as severance benefits to
                           you, not later than 30 days following the Date of
                           Termination, a lump sum severance payment equal to
                           two times the sum of (i) your annual base salary in
                           effect immediately prior to the occurrence of the
                           circumstances giving rise to the Notice of
                           Termination given in respect thereof, and (ii) annual
                           target bonus potential available to you at the time
                           Notice of Termination is given or immediately prior
                           to the date of the Change in Control, whichever is
                           greater


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                           (or if there is no such target bonus, the bonus
                           earned in the last fiscal year prior to the Change in
                           Control);

                           (C) for a 24-month period after the Date of
                           Termination, the Company will arrange to provide you
                           with welfare benefits (including life and health
                           insurance benefits), perquisites and other employee
                           benefits of substantially similar design and cost (to
                           you) as the welfare benefits, perquisites and other
                           employee benefits available to you immediately prior
                           to the Notice of Termination; but benefits otherwise
                           receivable by you pursuant to this Subsection 4(d)(C)
                           shall be reduced to the extent comparable benefits
                           are actually received by you during the 24month
                           period following the Date of Termination, and any
                           such benefits actually received by you shall be
                           reported to the Company; and

                           (D) the full amount of any long-term incentive award
                           for any plan periods then in progress to the extent
                           not provided for in such plan or plans.

                  (e) The payments provided for in Subsection 4(d) above shall
                  be made not later than 30 days following the Date of
                  Termination; provided, however, that if the amounts of such
                  payments cannot be finally determined on or before such day,
                  the Company shall pay to you on such day an estimate as
                  determined in good faith by the Company of the minimum amount
                  of such payments and shall pay the remainder of such payments
                  (together with interest from the date of such estimated
                  payment at the rate provided in Section 1274(b)(2)(B) of the
                  Internal Revenue Code of 1986, as amended (the "Code")) as
                  soon as the amount thereof can be determined- but in no event
                  later than 45 days after the Date of Termination.

                  In the event that the amount of the estimated payment exceeds
                  the amount subsequently determined to have been due, such
                  excess shall constitute a loan by the Company to you payable
                  no later than 30 days after demand by the Company (together
                  with interest from the date of such estimated payment at the
                  rate provided in Section 1274(b)(2)(B) of the Code).

                  (f) The Company shall also pay to you any reasonable legal
                  fees and expenses incurred by you as a result of successful
                  litigation against the Company for nonpayment of any benefit
                  claimed under this Agreement. If you utilize arbitration to
                  resolve any such dispute, the Company will pay any reasonable
                  legal fees and expenses incurred by you in connection
                  therewith.

                  (g) You shall not be required to mitigate the amount of any
                  payment provided for in this Section 4 by seeking other
                  employment or otherwise, nor shall the amount of any payment
                  provided for in this Section 4 be reduced by any compensation
                  earned by you as the result of employment by another employer
                  after the Date of Termination, or otherwise, except as set
                  forth in Subsection 4(d)(C) hereof.

                  (i) In addition to all other amounts payable to you under this
                  Section 4 you shall be entitled to receive all benefits
                  payable or distributable to you under any Company pension
                  plan, and any other plan or agreement



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                  relating to retirement benefits, as well as all amounts for
                  unused vacation in accordance with standard Company policy.

                  (j) It is intended that base salary, amounts calculated with
                  reference to base salary and incentive awards are to be based
                  on such salary and objectives established in good faith and,
                  as a principle, kept current as of the Date of Termination,
                  without reduction by the Company prior to such Date of
                  Termination for the primary purpose of reducing the benefit to
                  you under this Agreement.

5.       28OG Limitation. The amount of any cash payment to be received by you
         pursuant to Section 4 of this Agreement shall be reduced (but not below
         zero) by the amount, if any, necessary to prevent any part of any
         payment or benefit received or to be received by you in connection with
         a Change in Control or the termination of your employment (whether
         payable pursuant to the terms of this Agreement or any other plan,
         contract, agreement or arrangement with the Company, with any person
         whose actions result in a Change in Control of the Company or with any
         person constituting a member of an ",'affiliated group" (as defined in
         section 28OG(d)(5) of the Code)), with the Company or with any person
         whose actions result in a Change in Control of the Company (such
         foregoing payments or benefits referred to collectively as the "Total
         Payments") from being treated as an "excess parachute payment" within
         the meaning of section 28OG(b)(1) of the Code, but only if and to the
         extent such reduction will also result in, after taking into account
         all applicable state or federal taxes (computed at the highest marginal
         rate) including any taxes payable pursuant to section 4999 of the Code,
         a greater after-tax benefit to you than the after-tax benefit to you of
         the Total Payments computed without regard to any such reduction. For
         purposes of the foregoing, (a) no portion of the Total Payments shall
         be taken into account which in the opinion of tax counsel selected by
         the Company and acceptable to you does not constitute a "parachute
         payment" within the meaning of section 28OG(b)(2) of the Code; (b) any
         reduction in payments pursuant to the Agreement shall be computed by
         taking into account that portion of Total Payments which constitute
         reasonable compensation within the meaning of section 28OG(b)(4)(B) of
         the Code in the opinion of such tax counsel; (c) the value of any
         non-cash benefit or of any deferred cash payment included in the Total
         Payments shall be determined by the Company in accordance with the
         principles of section 28OG(d)(3)(iv) of the Code; and (d) in the event
         of any uncertainty as to whether a reduction in Total Payments to you
         is required pursuant to the Agreement, the Company shall initially make
         the payment to you and you hereby agree to refund to the Company any
         amounts ultimately determined not to have been payable under the terms
         hereof.

6.       Nonexclusivity of Rights. Nothing in this Agreement shall prevent or
         limit your continuing or future participation in any benefit, bonus,
         incentive, retirement or other plan or program provided by the Company
         and for which you may qualify, nor shall anything herein limit or
         reduce such rights as you may have under any other agreement with, or
         plan, program, policy or practice of, the Company. Amounts which are
         vested benefits or which you are otherwise entitled to receive under
         any agreement with, or plan, program, policy or practice of, the
         Company (including, without limitation, the cash-out of unused vacation
         days upon termination of employment) shall be payable in accordance
         with such agreement, plan, program, policy or practice, except as
         explicitly modified by this Agreement.


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7.       Successors.

                  (a) The Company will require any successor (whether direct or
                  indirect, by purchase, merger, consolidation, or otherwise) to
                  all or substantially all of the business and/or assets of the
                  Company or of any division or subsidiary thereof employing you
                  to expressly assume and agree to perform this Agreement.
                  Failure of the Company to obtain such assumption and agreement
                  prior to the effectiveness of any such succession shall be a
                  breach of this Agreement and shall entitle you to compensation
                  from the Company in the same amount and on the same terms as
                  you would be entitled hereunder if you terminated your
                  employment for Good Reason following a Change in Control,
                  except that for purposes of implementing the foregoing, the
                  date on which any such succession becomes effective shall be
                  deemed the Date of Termination and Notice of Termination shall
                  be deemed to have been given on such date.

                  (b) This Agreement shall inure to the benefit of and be
                  enforceable by your personal or legal representatives,
                  executors, administrators, successors, heirs, distributees,
                  devisees, and legatees. If you should die while any amount
                  would still be payable to you hereunder if you had continued
                  to live, all such amounts, unless otherwise provided herein,
                  shall be paid in accordance with the terms of this Agreement,
                  to your devisee, legatee or other designee or, if there is no
                  such designee, to your estate or, if no estate, in accordance
                  with applicable law.

8.       Notice. For the purpose of this Agreement, notices and all other
         communications provided for in the Agreement shall be in writing and
         shall be deemed to have been duly given when delivered or mailed by
         United States registered mail, postage prepaid, addressed to the other
         party as follows:

                  If to the Company, to:
                           United Savings Bank, F.A.
                           Attention:  Chairman Board of Directors
                           601 First Avenue North
                           Great Falls, Montana 59401

                  If to you, to:
                           Bruce K. Weldele
                           2700 5th Avenue South
                           Great Falls, Montana 59405

         Either party to this Agreement may change its address for purposes of
         this Section 8 by giving 15 days' prior notice to the other party
         hereto.

9.       Miscellaneous. No provision of this Agreement may be modified, waived
         or discharged unless such waiver, modification or discharge is agreed
         to in writing and signed by you and such officer as -may be
         specifically designated by the Board. The validity, interpretation,
         construction, and performance of this Agreement shall be governed by
         the laws of the State of Montana.

10.      Validity. The invalidity or unenforceability of any provision of this
         Agreement shall not affect the validity or enforceability of any other
         provision of this Agreement, which shall remain in full force and
         effect.


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

12.      Arbitration. Upon the election of either party, any dispute or
         controversy arising under or in connection with this Agreement shall be
         settled exclusively by arbitration in accordance with the rules of the
         American Arbitration Association then in effect. Judgment may be
         entered on the arbitrator's award in any court having jurisdiction;
         provided, however, that you shall be entitled to seek specific
         performance of your right to be paid until the Date of Termination
         during the pendency of any dispute or controversy arising under or in
         connection with this Agreement. In the event neither party elects
         arbitration, the parties may pursue any and all legal remedies
         available.

13.      Effective Date. This Agreement shall become effective as of the date
         set forth above.

14.      Employment. This Agreement does not constitute a contract of employment
         or impose on the Company any obligation to retain you as an employee,
         to continue your current employment status or to change any employment
         policies of the Company.

         If this letter sets forth our agreement on the subject matter hereof,
kindly sign and return to the Company the enclosed copy of this letter which
will then constitute our agreement on this subject.

Sincerely,

UNITED SAVINGS BANK, F.A.

By /s/Dean J. Mart
------------------
Dean J. Mart
Senior Vice President - Lending

Agreed to the 30th day
Of September, 1993

By /s/ Bruce K. Weldele
-----------------------
Bruce K. Weldele
President