UNITED BANKSHARES INC/WV
AGREEMENT BETWEEN FISERV AND UNITED BS
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>AGREEMENT BETWEEN FISERV AND UNITED BS
<TEXT>

<PAGE>

                                 EXHIBIT 10.1


                                   AGREEMENT

                                    between

                             FISERV SOLUTIONS, INC.
                               Pittsburgh Center
                          912 Fort Duquesne Boulevard
                              Pittsburgh, PA 15222

                                      and
                            United Bankshares, Inc.
                              500 Virginia Street
                             Charleston, WV 25392

                            Date: October 1, 2000


                                    FISERV

                                      79
<PAGE>

AGREEMENT dated as of October 1, 2000 ("Agreement") between Fiserv Solutions,
Inc., a Wisconsin corporation d/b/a Fiserv, at its Pittsburgh Center with an
address of 912 Fort Duquesne Boulevard, Pittsburgh, PA 15222 ("Fiserv"), and
United Bankshares, Inc. its principal address of 500 Virginia Street,
Charleston, WV 25392 ("Client").

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

Fiserv and Client hereby agree as follows:

1. Term.  The term of this Agreement shall be 5 years and, unless written notice
   ----
   of non-renewal is provided by either party at least 365 days prior to
   expiration of the term or any renewal term, this Agreement shall
   automatically renew for a term of one year. This Agreement shall commence on
   the date first written above.

2. Services.
   --------

   (a)  Services Generally. Fiserv, itself and through its affiliates, agrees to
        ------------------
        provide Client, and Client agrees to obtain from Fiserv the services
        ("Services") and products ("Products") (collectively "Fiserv Services")
        described in the attached Exhibits and that are marked with an "X"
        below:


            X       Exhibit A - Account Processing Services
        ---------

        ---------   Exhibit B - Item Processing Services

        ---------   Exhibit C - EFT Services

        ---------   Exhibit D - Mortgage Processing Services

            X       Exhibit E - Equipment
        ---------
            X       Exhibit F - Software Products
        ---------

        ---------   Exhibit G - Custom Development Project Estimates

            X       Exhibit H - Remote Banking Services
        ---------
            X       Exhibit I - Additional Services
        ---------

        The Exhibits set forth specific terms and conditions applicable to the
        Services and/or Products, and where applicable, the Fiserv affiliate
        performing the Services and/or Products. Only Exhibits marked with an
        "X" shall be provided with this Agreement. Client may select additional
        listed Fiserv Services not marked with an "X" above by executing with
        Fiserv an additional appropriate Exhibit. Client may also select
        additional services ("Additional Services") and products ("Additional
        Products") (collectively "Additional Fiserv Services") not listed above
        from time to time by completing with Fiserv an Exhibit I-n to this
        Agreement.

   (b)  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 the Fiserv
        Services. If requested by Client, classroom training in the use and
        operation of the Fiserv Services will be provided at a training facility
        designated by Fiserv. Fees for training shall be quoted by Fiserv. All
        such training aids and manuals remain the property of Fiserv. Fiserv
        will waive the training registration fee for the first three (3)
        individuals attending regularly scheduled application training classes
        held at Fiserv Pittsburgh Center.

   (c)  Network Support Services. At Client's request, Fiserv shall provide
        ------------------------
        Network Support Services ("Network Support Services") consisting of
        design, installation coordination, continuous proactive communication
        line monitoring and diagnostic systems, and support personnel to
        discover, diagnose, repair, or report line problems to the appropriate
        telephone company.

3. Communication Lines, Computer Terminals, and Related Equipment.
   --------------------------------------------------------------

   (a)  Communications Lines and Related Equipment.  Fiserv shall order, on
        ------------------------------------------
        Client's behalf, the installation of appropriate data communication
        lines and communications equipment at Fiserv's data center to facilitate
        Client's access to the Fiserv Services. Client understands and agrees to
        pay such charges relating to the installation and use of data
        communications lines and communications equipment. Except to the extent
        Fiserv shall provide Network Support

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        Services to Client, Fiserv shall not be responsible for the reliability
        or continued availability of the telephone lines and/or communications
        equipment used to access the Fiserv Services.

   (b)  Computer Terminals and Related Equipment.  Client shall obtain for its
        ----------------------------------------
        locations sufficient computer terminals and other equipment, approved by
        Fiserv and compatible with the Fiserv Services, to transmit and receive
        data between Client's locations and Fiserv's data center. Fiserv and
        Client may mutually agree to change the type of computer terminal and
        equipment used by Client. Fiserv agrees to support Client's current
        Unisys A Series equipment through the initial tem of the Agreement.

4. Fees for Fiserv Services.
   ------------------------

   (a)  General.  Client agrees to pay Fiserv the fees for the Fiserv Services
        -------
        specified in the Exhibits. Except if limited in the Exhibits, such fees
        may be increased from time to time. Upon prior notification to Client,
        Fiserv may increase its fixed fees in excess of amounts listed in the
        Exhibits in the event that Fiserv implements major system enhancements
        to comply with changes in law, or government regulation. A Major system
        enhancement is defined as any required change that would increase the
        Fixed Monthly Fee for all Custom Outsourcing Clients by twenty (20)
        percent. Processing fees shall be those host processing based fees for
        Services specifically excluding, but not limited to, out-of-pocket,
        pass-through, software licensing and equipment sale fees. Unless
        expressly provided to the contrary in this Agreement, any fees herein do
        not include out-of-pocket expenses for any service or product requested
        by and provided to the Client.

   (b)  Additional Charges.  Fees for pass-through expenses, such as telephone,
        ------------------
        microfiche, courier, and other similar charges incurred by Fiserv on
        Client's behalf shall be billed to Client at cost plus the applicable
        Fiserv service fee. Such pass-through 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, and Client shall pay, 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. In no event shall Client be responsible for taxes based
        upon the net income of Fiserv.

   (d)  Exclusions. The charges and fees set forth in the Exhibits do not
        ----------
        include, and Client shall be responsible for, furnishing transportation
        or transmission of information between the Fiserv data center, Client's
        site or sites, and any applicable clearing house, regulatory agency, or
        Federal Reserve Bank.

   (e)  Network Support Services. Network Support Services shall be rendered
        ------------------------
        from Fiserv premises. Off-premise support will be provided upon Client's
        request on an as available basis at the then-current Fiserv time and
        materials rates, plus reasonable travel and living expenses.

   (f)  Payment Terms. Fees for Fiserv Services are due and payable via ACH
        -------------
        draft. The invoice shall be mailed by the 10/th/ day of each month to be
        received by Client no later than the 15/th/ day of each month and will
        contain:

        (i)   all fixed fees for the current month applicable to each Service
              and/or Product;

        (ii)  all other fees calculable up to the date of invoice; and

        (iii) sales or other taxes thereon.

        On the last business day prior to the end of each month, Fiserv shall
        initiate a draft from a demand deposit account designated by Client in
        the total amount due on all Fiserv invoices to Client produced that
        month. Client shall have 60 days from the date of invoice to notify
        Fiserv of a disputed amount, and Fiserv shall have 30 days from receipt
        of such notification to provide a response. However, Client shall have
        one year from the date of invoice to notify Fiserv of disputed amounts
        that exceed $5,000 and Fiserv shall have 30 days from receipt of such
        notice to provide a response. Additionally, Client shall have 7 days
        from the date of invoice to notify Fiserv of disputed amounts exceeding
        $25,000 and Fiserv shall have 7 days from receipt of such notification
        to provide a response. In the event that the parties ultimately agree
        that a credit is due to Client, such credit shall also include payment
        of interest to Client, at the then current prime interest rate, for the
        period between the date of the credit and the date the amount was
        originally debited.

5. Procedures for Use of Services.
   ------------------------------

   (a)  Procedures.  Client agrees to comply with any regulatory requirements
        ----------
        applicable to Client and with reasonable operating and access procedures
        for use of the Services established by Fiserv and furnished from time to
        time to Client.

   (b)  Changes. Fiserv continually reviews and modifies the Fiserv systems used
        -------
        in the delivery of the Services ("Fiserv System") to improve service and
        to assist the Client with its compliance with government regulations, if
        any, applicable to

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     the data and information utilized in providing Services. Fiserv reserves
     the right to make changes in the 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. In the
     event Fiserv offers a replacement for the Custom Outsourcing Solution core
     services during the term of this Agreement, Fiserv agrees that it will not
     force Client to convert to such replacement service.

6. 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 the Services unless Client has retained Fiserv to
        handle such responsibilities. The 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 reserves the
        right to charge Client its standard fee for certification of such items
        resulting from such election if they are not already certified as
        compatible with the Fiserv System.

   (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)  Forms, Supplies, Etc.  Client shall furnish, or, if Fiserv agrees to so
        ---------------------
        furnish, reimburse Fiserv for, any special forms or supplies applicable
        to the provision of Services.

   (e)  Upon Termination or Expiration of Agreement.  In the event that Client
        --------------------------------------------
        requests Fiserv to retain Client files upon expiration or termination of
        this Agreement, Client shall be responsible to pay 50% of the Fixed
        Monthly Fee due under this Agreement for a minimum of two months from
        the expiration date. This provision shall survive the termination or
        expiration of this Agreement for any reason.

7. 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).

        (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.

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   (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. Not withstanding anything
        to the contrary in this Section 7 (b), Client may share output files,
        formats, and layouts for which it paid Fiserv to develop through the
        Custom Development Process with other Third Parties without the prior
        written consent of Fiserv. 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 is 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.

8. Regulatory Agencies, Regulations and Legal Requirements.
   -------------------------------------------------------

   (a)  Client Files.  The records maintained and produced for Client in the
        ------------
        performance of this Agreement ("Client Files") may be subject to
        examination by such Federal, State, or other governmental regulatory
        agencies as may have jurisdiction over the Client's business to the same
        extent as such records would be subject if they were 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 in the possession of Fiserv relating to Client when formally
        requested to do so by an authorized regulatory or government agency.
        Fiserv will notify Client in such an instance unless prohibited by court
        order or other governing body.

   (b)  Fiserv Compliance with Regulatory Requirements. Fiserv shall maintain
        ----------------------------------------------
        the Fiserv Services and make all necessary changes to the Fiserv System
        and Fiserv Services to comply with all applicable federal, state, and
        local regulations that relate to the Fiserv Services (the "Applicable
        Laws"). Client agrees to notify Fiserv of changes in the Applicable Laws
        of which Client is aware. Fiserv shall not charge Client for any work
        necessary to comply with any federal Applicable Law, but may charge
        Client the pro rata portion of any costs to comply with state or local
        Applicable Laws divided among any other Fiserv clients requesting such
        work. Fiserv may request Client assistance regarding state and local
        Applicable Law interpretation and associated Fiserv Systems and Services
        change design and/or testing from time to time. Such assistance shall be
        provided by Client without charge to Fiserv.

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

        (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

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        (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.

9. Warranties.
   ----------

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

        (i)  (A) Fiserv will perform Client's work accurately provided that
             Client supplies accurate data and follows the procedures described
             in all Fiserv documentation, notices, and advices; and (B) Fiserv
             personnel will exercise due care in the provision of Services. In
             the event of a processing or computational error caused by any
             Fiserv personnel, systems, or equipment, Fiserv shall correct the
             error and/or reprocess the affected report at no additional cost to
             Client and Client's exclusive remedy for such error shall be
             recomputation of affected accounts or items. 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
             the then current Fiserv time and material rates.

        (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
             use of the Fiserv System 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 to
             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 compiled with all applicable regulatory
        requirements; and (C) it 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 (1) the use by Client of the Fiserv
        System in a manner other than that provided in this Agreement or in the
        operating instructions supplied by Fiserv to Client and (2) any and all
        claims by third parties through Client arising out of the performance
        and non-performance of services by Fiserv, provided that the indemnity
                                                   --------
        listed in clause (2) hereof shall not preclude Client's recovery of
        direct damages pursuant to the terms and subject to the limitations of
        this Agreement.

10. 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'S 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
         PROCESSING FEES PAID BY CLIENT TO FISERV FOR THE 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 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 or available
         to Client.

11. Disaster Recovery.
    -----------------

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    (a)  General. Fiserv maintains a disaster recovery service plan ("Disaster
         -------
         Recovery Plan") for each Service provided by Fiserv as outlined in the
         Disaster Recovery Plan approved through the Client Advisory Board. A
         "Disaster" shall mean any unplanned interruption of the operations of
         or inaccessibility to the Fiserv data center in which Fiserv, using
         reasonable judgment, requires 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 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 primary recovery
         location. During a Disaster, optional or on-request services shall be
         provided by Fiserv only to the extent adequate capacity exists at the
         primary recovery location and only after stabilizing the provision of
         base on-line services. In the event of a disaster, Fiserv shall not
         increase its charges under this Agreement or charge Client any
         additional fees.

    (b)  Data Communications. Fiserv shall work with Client to establish a plan
         -------------------
         for alternative data communications in the event of a Disaster. Client
         shall be responsible for the costs of these communications.

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

    (d)  Client Plans. Fiserv agrees to release the information necessary to
         ------------
         allow Client to develop a disaster contingency 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 Disaster affecting the Fiserv data center supplying the Services.
         Fiserv does not warrant that service 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 as necessary for Client's
         protection.

12. Termination.
    -----------

    (a)  Material Breach. Except as provided elsewhere in this Section 12,
         ---------------
         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. Remedies contained in this Section 12 (a) are
         cumulative and are in addition to the other rights and remedies
         available under this Agreement or otherwise.

    (b)  Bankruptcy or Insolvency. Either party may terminate this Agreement in
         ------------------------
         the event the other party becomes the subject of any proceeding under
         the Bankruptcy Act or becomes insolvent or if any substantial part of a
         party's property becomes subject to any levy, seizure, assignment,
         application, or sale for or by any creditor or governmental agency.
         Remedies contained in this Section 12 (b) are cumulative and are in
         addition to the other rights and remedies available under this
         Agreement or otherwise.

    (c)  Failure to Pay. In the event any invoice remains unpaid by Client 15
         --------------
         days after its due date, or Client has deconverted any of its Core data
         from the Fiserv System without prior written consent from Fiserv,
         Fiserv, at its sole option, may terminate this Agreement and/or
         Client's access to and use of the Fiserv Services. However, Fiserv may
         not exercise its right to terminate the Agreement and/or Client's
         access to and use of the Fiserv Services unless and until Fiserv has
         sent written notice to the President of Client that the invoice remains
         unpaid and the invoice is not paid in full within ten (10) days of
         receipt of such notice. In such an event, Fiserv shall be entitled to
         recover from Client as liquidated damages an amount equal to all fixed
         monthly fee and Fiserv maintenance agreement payments remaining to be
         made hereunder for the remaining term of the Initial Term or any
         renewal term of this Agreement. Client agrees to reimburse Fiserv for
         any expenses Fiserv may incur, including reasonable attorneys' fees, in
         taking any of the foregoing actions. Any invoice submitted by Fiserv
         shall be deemed correct unless Client provides written notice to Fiserv
         within 60 days of the invoice date specifying the nature of the
         disagreement.

    (d)  Merger. In the event of a merger between Client and another
         ------
         organization in which (A) Client is not the surviving organization, (B)
         where the other organization is not currently a user of Fiserv services
         similar to the Services being provided hereunder, and (C) Client shall
         convert from Fiserv's Services directly to the surviving organization,
         Fiserv will allow an early termination of this Agreement upon the
         following terms and conditions:

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         (i)   Written notice must be given 6 months in advance, specifying the
               deconversion date;

         (ii)  Fiserv may specify a deconversion date (not more than 30 days
               after the requested deconversion date), based on its previous
               commitments and work loads; and

         (iii) Fiserv may charge a termination fee based on the remaining unused
               term of this Agreement, the amount to be determined by
               multiplying the Client's average monthly invoice (using the three
               months immediately preceding Fiserv's receipt of written notice)
               by 75% 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 deconversion.

         (iv)  In the event Client is acquired by a Fiserv, Inc. client and
               desires to terminate this Agreement and convert from the Custom
               Outsourcing Solution to such other Fiserv, Inc. processing
               alternative, then the termination fee will be limited to six
               months of the Fixed Monthly processing fee. This fee will be
               calculated from the date of termination by multiplying 100% of
               the Client's Fixed Monthly Fee times six (6).

         (v)   In the event that Fiserv, Inc. sells the Custom Outsourcing
               Solution to a third party, the Client may terminate this
               agreement, without payment of a termination fee, by notifying
               Fiserv of its intent to do so within 90 days following such sale.
               Fiserv agrees that Client may elect to be processed on the Fiserv
               platform for up to one (1) year from such sell.

    (e)  Termination Fee not a Penalty. Client understands and agrees that
         -----------------------------
         Fiserv 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 termination fee amount
         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 for merger.

    (f)  Return of Data Files. Upon expiration or termination of this Agreement,
         --------------------
         Fiserv shall furnish to Client such copies of Client's data files
         ("Client Files") as Client may request in Fiserv's standard machine
         readable format form 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 has been paid
         in full for all Services provided hereunder through the date such
         Client Files are returned to Client, and has been paid any and all
         other amounts that are due or will become due under this Agreement,
         including, but not limited to, data communication lease obligations, if
         any; (ii) Fiserv has been paid its then standard rates for providing
         the services necessary to return such Client Files; (iii) if this
         Agreement is being terminated, Fiserv has been paid any applicable
         termination fee pursuant to subsection (c), or (d) above; and (iv)
         Client has returned to Fiserv all Fiserv Confidential Information if
         requested by Fiserv. After notification by the Client in writing,
         Fiserv shall be permitted to destroy Client Files. Notification by the
         Client must be received within thirty (30) days from the final use of
         Client Files for processing.

    (g)  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. Prior to termination of this
         Agreement, Client shall promptly reimburse Fiserv for the cost of any
         preprinted statements, checks, or any other forms that Fiserv has
         prepared specifically for the Client and has on hand at the termination
         of this Agreement.

13. 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 an arbitrator within 10
         days after the first party seeking arbitration has given written
         notice, then the arbitration shall be heard by 3 arbitrators, 1 chosen
         by each party and the third chosen by those 2 arbitrators. The
         arbitrators will be selected from a panel of persons having experience
         with and knowledge of information technology and at least 1 of the
         arbitrators selected will be an attorney. A hearing on the merits of
         all claims for which arbitration is sought by either 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.

                                      86
<PAGE>

    (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 dispute shall be held in
         Milwaukee, Wisconsin, or, in the alternative, Fiserv's primary business
         location.

14. 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 the services are being performed, including
               $500,000 coverage for Employer's Liability.

15. Audit.  Fiserv employs an internal auditor responsible for ensuring the
    -----
    integrity of its data 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 data
    center serving Client within a reasonable time after its completion.  Upon
    written request, Fiserv shall also provide a copy of such audit to the
    appropriate regulatory agencies, if any, having jurisdiction over Fiserv's
    provision of Services hereunder.

16. 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 the prior written consent of Fiserv. Client agrees
         that Fiserv may subcontract any of the Services to be performed under
         this Agreement. However, Fiserv agrees not to subcontract its Core
         Application Processing without prior written consent of the Client and
         such consent will not be unreasonably withheld. Any such subcontractors
         shall be required to comply with all of the applicable terms and
         conditions of this Agreement.

    (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 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 Addendum or Exhibit
         hereto are in conflict with any of the provisions of this Agreement,
         the terms and provisions of this Agreement shall control unless the
         Addendum or 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. 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. 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) by confirmed facsimile; or (iii) by
         nationally recognized courier service to

                                      87
<PAGE>

         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 appropriate
         --------------------
         regulatory agencies who so require 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 Core 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 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. Not withstanding
         anything to the contrary in this Section 16 (K), Client may permit an
         affiliate acquired after the date of this Agreement to maintain or
         renew and agreement in effect at the time of such acquisition with any
         other entity which is providing the services that are subject matter of
         this Agreement. However, Client may not move existing accounts or
         services covered under the scope of this Agreement from any existing
         affiliate to the data processing provider of the newly acquired
         affiliate during the initial term of this Agreement.

    (l)  Recruitment of Employees. Each party agrees not to hire the other
         ------------------------
         party's employees during the term of this Agreement and for a period of
         6 months after expiration or termination except with prior written
         consent of the other party.

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

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


United Bankshares, Inc.             Fiserv Solutions, Inc.


By:    /s/ Kenneth L. Greear        By:   /s/ James C. Puzniak
       --------------------------         --------------------------------
Name:  Kenneth L. Greear            Name:  James C. Puzniak
       --------------------------          -------------------------------
Title: Senior Vice President        Title: President - Fiserv Pittsburgh
                                           Center
       --------------------------          -------------------------------
Date:  10/1/2000                    Date:  10/1/2000
       --------------------------          -------------------------------

                                      88
<PAGE>

                    Exhibit A - Account Processing Services
                    ---------------------------------------

Client agrees with Fiserv as follows:


1. Services.  Fiserv will provide Client and Client accepts the Account
   --------
   Processing Services (the "Account Processing Services") specified in the
   Account Processing Services Fee Schedule attached as Exhibit A - 1 hereto
   marked with a "F" in the left margin, which represents that the Service is
   included in the Account Processing Services Fixed Monthly Fee.  Other
   Services therein shall be provided when requested by Client and accepted by
   Fiserv.

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

   (a)  Fixed Monthly Fee. For an Account Processing Services Fixed Monthly Fee
        -----------------
        of $133,795, Fiserv agrees to provide and Client agrees to pay for the
        Services marked with a "F" in the left margin on Exhibit A - 1 of this
        Agreement. All other Services provided hereunder shall be provided to
        the Client upon reasonable request at then current pricing and in
        accordance with this Agreement. Fiserv will provide its variable
        services, as defined in Exhibit A-1, at prices that Fiserv charges
        generally to its client base. The Client understands that the mix of
        services, volumes and other factors affect the price that Fiserv charges
        for its Variable Services.

   (b)  Fee Adjustment Factors. The delivery of the Services involves factors
        ----------------------
        and risks that may increase Fiserv's cost of providing such Services.
        Notwithstanding the foregoing, Fiserv agrees to limit increases in its
        fees for those Services included in the Account Processing Services
        Fixed Monthly Fee as follows:

        (i)   DAS Allowance: Fiserv agrees to increase the monthly Data Access
              -------------
              Service (DAS) allowance to $6,000.00 per month from the effective
              date of this agreement through December 31, 2000. Beginning
              January 1, 2001, the monthly DAS allowance will be reduced to
              $4,000.00 per month.

        (ii)  Inflation: Fiserv agrees not to increase the Account Processing
              ---------
              Services Fixed Monthly Fee for inflation until December 31, 2001.
              Beginning January 1, 2002 and annually thereafter, Fiserv reserves
              the right to increase such fee by the annual change in the U.S.
              Department of Labor Consumer Price Index (Consumer Price Index for
              All Urban Consumers (CPI-U): U. S. City Average). Fiserv shall use
              the change in the published index for the previous twelve months
              to compute the percentage increase in computing the fee for the
              next twelve months.

        (iii) Volume Adjustment. For volume related Account Processing Services
              -----------------
              Fixed Monthly Fee adjustments, Fiserv shall reprice the Account
              Processing Services Fixed Monthly Fee in accordance with the
              following:

              A. "Client Account Volumes" shall be defined as total open Deposit
                 Accounts (Demand, Savings, and Time), and total open Loan
                 volumes (Retail Accounts and Commercial Loan Notes).

              B. In the event that the Client acquires other financial
                 institutions or branches or portfolios of accounts for which
                 Fiserv will provide Account Processing Services, or elects to
                 have Fiserv provide Account Processing Services to existing
                 affiliates other than those contemplated by this Agreement,
                 upon each such conversion Fiserv shall recalculate the Account
                 Processing Services Fixed Monthly Fee by applying the per
                 account charge presented below to Post Conversion Volumes.
                 Proposed volumes ("Proposed Volumes") are those Client Account
                 Volumes that were used to compute the Account Processing
                 Services Fixed Monthly Fee above. In the event that Client
                 sells other financial institutions or branches or portfolios of
                 accounts for which Fiserv is providing Account Processing
                 Services, upon each such deconversion Fiserv shall recalculate
                 the Account Processing Services Fixed Monthly Fee by applying
                 the per account charge presented on the next page to the Post
                 Deconversion volumes. However, in no instance will the Fixed
                 Monthly Fee be reduced below $120,000 during the initial term
                 of this Agreement.

              C. Beginning December 31, 2001 and upon completion of each
                 calendar year thereafter throughout the term of this Agreement,
                 Fiserv shall recalculate the Account Processing Services Fixed
                 Monthly Fee by applying the per account charge presented on the
                 next page to the then current year end Client Account Volumes,
                 adjusted for any inflationary increases applied as described
                 above.

                                      89
<PAGE>

<TABLE>
<CAPTION>
          ---------------------------------------------------------
              Client Account Volumes          Per Account Charge
          ---------------------------------------------------------
              <S>                             <C>
                   First 75,000                     $0.40
                 75,001 - 275,000                   $0.35
                 275,001 - 475,000                  $0.30
                475,001 -1,000,000                  $0.28
                All above 1,000,000                 $0.26
          ---------------------------------------------------------
</TABLE>

(c)  Conversion Fees
     ---------------

     (i)     In the event that the Client acquires other financial institutions
          or branches or portfolios of accounts for which Fiserv will provide
          Account Processing Services, or elects to have Fiserv provide Account
          Processing Services to existing affiliates other than the
          aforementioned, or elects to implement additional Account Processing
          Services under the terms and conditions of this Agreement, Fiserv
          agrees to provide "Minimum Support" Conversion Services for a fee of
          $40,000 or $0.50 per account, whichever is greater. Reasonable out-of-
          pocket, pass-through or other third party expenses will be billed as
          incurred. Minimum Support shall include the following services:

          A.  Comprehensive Project Plan for overall project

          B.  Participate in regularly scheduled conversion meetings

          C.  Balance vendor input to Fiserv output

          D.  Application Conversion Task Plans for each converting application

          E.  Automatic check for duplicate accounts against converting bank
              file

          F.  Telephone first calls for all applications, including Technical
              Call

          G.  Product Mapping

          H.  Program Specifications for all applications where volume exceeds
              300 accounts

          I.  Conversion Programming for all applications where volume exceeds
              300 accounts.

          J.  Validation for all applications where volume exceeds 300 accounts

          K.  1 - 2 sets of edits per application.  Additional edits will be
              provided at no cost in the event of a Fiserv related error.

          L.  1 CIF conversion to be completed in conjunction with the
              applications conversion

          M.  Manual conversions for all applications where volume is less than
              300 accounts

          N.  2 weeks of telephone support for all applications where volume
              exceeds 300 accounts

          O.  2 Automatic Merge to be scheduled at client request

          Additional support above the "Minimum Support" level will be quoted on
          a time and material basis.

     (ii)    In the event that Client elects to merge existing Affiliates into a
          consolidated bank during the term of this Agreement, Fiserv shall
          provide "Minimum Support" for each Affiliate merger for a fee of
          $35,000.  Such Minimum Support shall include the following:

          A.  Comprehensive Project Plan for overall project

          B.  Programming for account re-coding on the non-surviving entity.

          C.  Conversion planning conference calls

          D.  Automatic check for duplicate accounts

          E.  Telephone first calls for all applications

          F.  Consolidation of Bank and Branch Numbers into a single entity

                                      90
<PAGE>

          G.  Two set of output reports per application for Client verification.
              Additional reports will be provided at no cost in the event of a
              Fiserv related error.

          H.  2 Automatic Merges to be scheduled at client request

          Additional support requests outside of those mentioned above that may
          be requested by the Client will be quoted on a time and material
          basis.

    (iii)    Should Client acquire an entity currently processing on the Fiserv
          Pittsburgh Center software platform, Fiserv shall incorporate such
          entity into Client's processing environment without the payment of
          termination fees.  Fiserv Pittsburgh Center shall use good faith
          efforts to minimize the costs associated with the acquisition of an
          entity using another Fiserv solution for its core processing platform.
          If such an acquisition occurs within the last three (3) years of this
          agreement, this Agreement shall automatically be extended from the
          date of such acquisition for the longer of  1) length of the contract
          of the acquired entity or 2) three (3) years.

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 Fiserv
    computer or software systems or provide for another mutually agreeable
    resolution. Fiserv will use its commercially reasonable efforts to correct
    errors attributable to Client or other third party servicers of Client.

4.  Reconstruction of Error Conditions.  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 - 1.

5.  Major Software Enhancements and Custom Programming.  All major software
    --------------------------------------------------
    enhancements and custom programming will be subject to additional charges
    for processing and development in accordance with Exhibit A - 1. Fiserv is
    obligated to keep its software market competitive and in federal regulatory
    compliance during the term of this Agreement.

6.  Protection of Data. For the purpose of compliance with applicable government
    ------------------
    regulations, Fiserv has developed an operations backup center. Fiserv tests
    the procedure periodically to ensure the data center's compliance. Copies of
    transaction files are maintained by Fiserv off premises in secured vaults.

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

8.  Client Advisory Board.  Fiserv will support Client's continued membership on
    ---------------------
    the Client Advisory Board throughout the term of this Agreement.  Fiserv and
    Client recognize that the Client Advisory Board is an independent
    organization with its own set of by laws and is not under the control of
    Fiserv.

9.  FAST Software License Fee.  In the event that Client executes a license
    -------------------------
    agreement with Fiserv for its FAST software product prior to December 31,
    2000, the software license fee shall be $950 per workstation. In the event
    Client executes a license agreement for the FAST software product after
    December 31, 2000, the software license fee shall be $1,089 per workstation.

10. Customer Service and Call Center Solution (CSCS).  In the event that Client
    ------------------------------------------------
    executes a license agreement with Fiserv for its CSCS software product prior
    to March 31,2001, the software license fee shall be $55,200 for the first 20
    workstations representing a 20% discount.  In the event that Client executes
    a license agreement for CSCS after March 31, 2001, Fiserv will agree to a
    10% discount from the then current market price for the first 20
    workstations.  Maintenance fees shall be billable at Fiserv's then current
    rates.

11. InformEnt Data Warehouse:  In the event that Client executes a license
    ------------------------
    agreement with Fiserv for its InformEnt software product prior to March 31,
    2001, the software license fee for the InformEnt Server Module shall be
    $322,050.  Additionally, all Hardware and Third Party software costs
    outlined in this Agreement shall be adjusted to reflect any increase or
    decrease as of the date of license agreement signing.  In the event Client
    desires to evaluate the InformEnt Data Warehouse product after March 31,
    2001, a new product proposal will be prepared based on Fiserv's then current
    market price for the InformEnt Data Warehouse.

12. Automated Proof Correction System (APCS), Return Items Control System
    ---------------------------------------------------------------------
    (RICS).  Fiserv agrees to support these products through the initial term of
    the agreement.

                                      91
<PAGE>

13. Posting Exception Transaction System (PETS).  Fiserv agrees to pro rate the
    --------------------------------------------
    annual maintenance fee for PETS when Client elects to implement the
    Exception Item Processing product (EIP).  The maintenance fee will be pro
    rated from the beginning of the year to the implementation date for EIP.

14. Intervoice.  Fiserv agrees to support the Intervoice VRU software and
    ----------
    hardware platform during the term of this agreement as long as Intervoice
    remains independent, financially solvent, and keeps its product offering
    market competitive.

15. Atchley Comply/Wire.  Fiserv and Atchley Systems have developed an automated
    -------------------
    file interface between FEDLINE and other Third Party vendors for the
    transfer of wire data to the Atchley Comply/Wire product.  Fiserv agrees to
    work with Client's  wire vendor (FundTech) to ensure that the transmission
    file is in the proper format required by Fiserv and Atchley Systems.

16. Network Services.  Fiserv will continue to provide ongoing telecommunication
    ----------------
    network monitoring and support during the initial term of this agreement.

                                      92
<PAGE>

            Exhibit A - 1 Account Processing Services Fee Schedule

The following schedule identifies systems and services described within the
scope of the Agreement to be included in the Fixed Monthly Fee.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------
Fixed Monthly
    Fee                         System or Service
-------------------------------------------------------------------------
<S>             <C>
                Account Analysis
      F           Per Account
      F           History Retention
-------------------------------------------------------------------------
                Automated Clearinghouse
      F           Receiving Transactions
      F           RJE Origination
      F           PDMs (Company Processing)
      F           Daily Transmissions (From ATM switches and/or Clearing
                  Houses)
      F           Automated Returns
      F           Notification of Change
      F           Payroll Processing
      F           Stop Payments/DNE
      F           Risk  Processing
      F           FEDI Receiving
      F           EDI Fax File to X-pedite
      F           EPA (Electronic Payment Authorization)
-------------------------------------------------------------------------
      F         ATM Special Services
-------------------------------------------------------------------------
                ATM Statement Print Services
-------------------------------------------------------------------------
                Balance File Transmissions
-------------------------------------------------------------------------
      F         Audit Confirmation Reports
-------------------------------------------------------------------------
      F         Automated Returns
-------------------------------------------------------------------------
      F         Bulk Filing
-------------------------------------------------------------------------
      F         Browser Based Host Access (Merlin)
-------------------------------------------------------------------------
                Central Marketing File
      F         Standard Build
-------------------------------------------------------------------------
      F         Special Options Build
-------------------------------------------------------------------------
                Central Reference File
      F         Alpha Key Merge
      F         CRF Accounts (Alpha-Keys)
-------------------------------------------------------------------------
</TABLE>

                                      93
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------
Fixed Monthly
    Fee                         System or Service
-------------------------------------------------------------------------
<S>             <C>
      F         9 Digit Zip Code (Zip + 4)
-------------------------------------------------------------------------
      F         CRF Miscellaneous Accounts (Non-Fiserv Applications)
-------------------------------------------------------------------------
                Combined Interest
-------------------------------------------------------------------------
      F           Per Account (1099s and 1098s)
      F           W-8/W-9
      F           On-line Corrections
      F           B-Notices
-------------------------------------------------------------------------
      F         Commercial Loans
-------------------------------------------------------------------------
      F         Credit Bureau Reporting
-------------------------------------------------------------------------
      F         Deluxe One Network
-------------------------------------------------------------------------
                Demand Deposits
      F           Transactions Processed
      F           Account Maintenance
      F           Combined Balance Service Charge
      F           NOW Sweep Processing
      F           Interest Bearing Accounts
      F           History Retention:
                   - Seven Day
                   - Extended
      F           Kiting Suspect Report
      F           Mutual Funds Sweep
      F           Statement Zip Code Sort
      F           Overnight Investments
-------------------------------------------------------------------------
                Electronic Banking
      F         Auto-Open Feature
-------------------------------------------------------------------------
                Escrow Management
      F           Rent Security
      F           Set-up Fee
      F           Principal / Escrow
-------------------------------------------------------------------------
      F           IOLA Reporting
-------------------------------------------------------------------------
                General Ledger
      F           Base
      F           Account Centers
-------------------------------------------------------------------------
</TABLE>

                                      94
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------
Fixed Monthly
    Fee                         System or Service
------------------------------------------------------------------------
<S>             <C>
      F         Transactions
------------------------------------------------------------------------
      F         Budget:
                 - Current and Next Year Module
                 - Working Year Optional Selection
                 - Prior Year Optional Selection
------------------------------------------------------------------------
      F         Application Interface
      F         Recurring Entries
------------------------------------------------------------------------
                General Ledger (Continued)
      F         Daily Custom Reports
      F         On-Line System
                -setup
                -monthly budget
      F          Transaction Journal
      F           - Transaction History (14, 45,65,90 days)
------------------------------------------------------------------------
      F         Host Disaster Contingency Planning
------------------------------------------------------------------------
      F         Host/RJE Site Support
------------------------------------------------------------------------
      F         Maturity Analysis Reporting
------------------------------------------------------------------------
      F         On-line Collections
------------------------------------------------------------------------
      F         Presentment Items
------------------------------------------------------------------------
                Retail Loans
      F          Open Accounts
      F          Closed Accounts
      F          Dealer Reserve Reporting
      F          Loan Interest Statements:
                  - Payoff statements
                  - Annual statements
------------------------------------------------------------------------
                Retirement Planning
      F          Accounts
------------------------------------------------------------------------
      F          Statements
      F          W-2P, 1099R and 5498
------------------------------------------------------------------------
      F         Safe Deposit Box
                Savings Accounts
 ------------------------------------------------------------------------
      F          Open Accounts
 ------------------------------------------------------------------------
</TABLE>

                                      95
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------
Fixed Monthly
    Fee                         System or Service
------------------------------------------------------------------------
<S>             <C>
      F          Closed Accounts
      F          Draft Items
      F          History Retention
      F          Statement Zip Code Sort
------------------------------------------------------------------------
      F         Third Party Review
 ------------------------------------------------------------------------
                Time Deposits
      F          Open Accounts
      F          Closed Accounts
      F          History Retention
      F          Statement Zip Code Sort
------------------------------------------------------------------------
      F         View Direct
-------------------------------------------------------------------------
</TABLE>

                                      96
<PAGE>

The following fee schedule identifies variably priced systems and services.
Client shall not be billed for any variable fee unless it has been mutually
agreed that Client shall use such system or service.


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
 Monthly
   Fee                    System or Service                               Unit Price                      Description
----------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                                                          <C>          <C>
              Account Reconcilement
   V           Per Item                                                    $   0.0250   Per item/month for first 100,000 items
                                                                           $   0.0225   Per item/month for the next 100,000 items
                                                                           $   0.0200   Per item/month for the next 100,000 items
                                                                           $   0.0175   Per item/month for all items over 300,000
                                                                           $   100.00   Minimum per month
   V           History Retention                                           $   100.00   Per Month
              Atchley Systems
   V          Set Up Fee for Single Institutions:
               Comply/Wire Only                                            $    2,000   One time per institution
               Large Currency Only                                         $    3,000   One time per institution
               Comply/Wire & Large Currency                                $    4,000   One time per institution
   V          Comply/Wire Only - (based on asset size)
               Under $500MM                                                $   200.00   Per month/institution
               $500MM to *$750MM                                           $   225.00   Per month/institution
               $750MM to $1B                                               $   275.00   Per month/institution
               Over $1B                                                    $   350.00   Per month/institution
   V          Large Currency Only - (based on asset size)
               Under $500MM                                                $   350.00   Per month/institution
               $500MM to *$750MM                                           $   350.00   Per month/institution
               $750MM to $1B                                               $   400.00   Per month/institution
               Over $1B                                                    $   450.00   Per month/institution
   V          Comply/Wire & Large Currency - (based on asset size)
               Under $500MM
               $500MM to *$750MM                                           $   500.00   Per month/institution
               $750MM to $1B                                               $   525.00   Per month/institution
               Over $1B                                                    $   625.00   Per month/institution
                                                                           $   675.00   Per month/institution
----------------------------------------------------------------------------------------------------------------------------------
              Automated Clearinghouse
----------------------------------------------------------------------------------------------------------------------------------
   V          Direct Line Receiving from Fed                               $     5.00   Per file/day
                                                                           $   400.00   Maximum/month
   V          Direct Line Origination to Fed                               $     7.50   Per file/month
   V          Origination Transactions                                     $     0.07   Per item/month
   V          Tape Conversion                                              $   750.00   Per conversion
   V          ATM/POS File Processing                                      $   100.00   Per set-up
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

____________
* less than sign

                                      97
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
 Monthly
   Fee           System or Service                        Unit Price                Description
----------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                                        <C>          <C>
   V          FEDI Origination:
              - Customer Set-up                          $   200.00   Per customer of institution
              - Customer Statement Set-up                $   100.00   Per customer of institution
              - Per Record                               $     0.25   Per NACHA 7 record
                                                         $    50.00   Minimum NACHA record charge per month
----------------------------------------------------------------------------------------------------------------------------------
              ACH (Continued)
----------------------------------------------------------------------------------------------------------------------------------
   V          Backroom Systems Software                    Quote      Contact Relationship Manager
----------------------------------------------------------------------------------------------------------------------------------
              Central Marketing File                                  (All CMF pricing excludes tape charges)
   V          Set-up Fee                                 $  3000.00   One time per institution
   V          Off-Cycle Build                            $   500.00   Per run (other than scheduled cycle)
----------------------------------------------------------------------------------------------------------------------------------
              Central Reference File
   V          Address Labels                             $    10.00   Per 1,000 accounts per request
   V          Customer to Customer                       $ 3,000.00   Set-up fee for first institution
                                                         $ 1,000.00   Set-up fee each additional institution
                                                           Quote      Additional service at current Consulting rates
   V          GEO Code                                   $   500.00   Per request/institution
                                                         $     5.50   Per 1,000 records processed
   V          SQN Interface                              $ 5,000.00   One-time setup per institution; standard format
                                                                      Professional services fees apply to customization
                                                         $   150.00   Per month per institution for monthly interface
                                                         $   300.00   Per month per institution for weekly interface
                                                         $   350.00   Per month per institution for daily interface
   V          Householding                               $ 1,500.00   One-time setup for first user institution
                                                         $   500.00   One-time setup for each additional user institution
   V          - Monthly Processing                       $   0.0060   Per record/institution if volume 0 - 49,999
                                                         $   0.0055   Per record/institution if volume 50,000 - 99,999
                                                         $   0.0050   Per record/institution if volume 100,000 - 499,999
                                                         $   0.0045   Per record/institution if volume 500,000 - 999,999
                                                         $   0.0040   Per record/institution if volume 1,000,000 or more
                                                         $   300.00   Minimum per institution per month
   V          - Quarterly Processing                     $   0.0085   Per record/institution if volume 0 - 49,999
                                                         $   0.0080   Per record/institution if volume 50,000 - 99,999
                                                         $   0.0075   Per record/institution if volume 100,000 - 499,999
                                                         $   0.0070   Per record/institution if volume 500,000 - 999,999
                                                         $   0.0060   Per record/institution if volume 1,000,000 or more
                                                         $   425.00   Minimum per institution per quarter
----------------------------------------------------------------------------------------------------------------------------------
   V          - Composition Report                       $    50.00   1 to 49,999 records / institution / request
                                                         $    75.00   50,000 to 99,999 records/ institution / request
                                                         $   100.00   100,000 to 499,999 records/ institution / request
                                                         $   125.00   Over 500,000 records/ institution / request
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      98
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
 Monthly
   Fee          System or Service                        Unit Price                Description
----------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                                        <C>          <C>
   V          - Simulated Run                                         Setup, Quarterly Processing and Composition Report Fees
                                                                      would apply per institution request
----------------------------------------------------------------------------------------------------------------------------------
   V          Consulting Services                          Quote      Contact Relationship Manager
----------------------------------------------------------------------------------------------------------------------------------
   V          Coupon Books                                 Quote      Quoted by vendor
----------------------------------------------------------------------------------------------------------------------------------
   V          CRISP Interface                            $   400.00   Per month for first user institution
                                                         $   300.00   Per month for each additional user institution
----------------------------------------------------------------------------------------------------------------------------------
   V          Custom Interfaces
              Set-Up                                     $   100.00   Per recurring transmission site established
                                                                      Professional Services fees additional
              Incoming Transmissions                     $    50.00   Per transmission if reformat required
                                                         $   250.00   Maximum per month per custom interface
              Outgoing Transmissions                     $    50.00   Per transmission
                                                         $   250.00   Maximum per month per custom interface
----------------------------------------------------------------------------------------------------------------------------------
   V          Customer Reporting System
              Deliver Point Bar Coding (DPBC)            $ 2,000.00   One-time Professional Services Fee
                                                         $      .01   Per month per document for which DPBC is printed
                                                         $   100.00   Minimum/month
----------------------------------------------------------------------------------------------------------------------------------
   V          Data Access Services (DAS)
              Per Record/Report                          $     2.00   Per 1,000 records on reports not requiring CRF
                                                         $     2.50   Per 1,000 records on reports requiring CRF (CRF available
                                                                      only on weekends)
                                                         $     2.50   Label production rate per 1,000 records
                                                         $     1.20   Factor applied to download requests (Records equal sum of
                                                                      read plus written/printed)
                                                         $    40.00   Minimum/report
                                                         $   250.00   Maximum/report
              Storage                                    $     1.00   Per month for each request stored for re-execution
              Weekend Discount                                   30%  Discount applied to first $200 in weekend reports
                                                                 40%  Discount applied to next $300
                                                                 50%  Discount applied to next $500
                                                                 60%  Discount applied to all over $1,000
              Fixed monthly fee includes DAS usage up to
              $4,000.00 per month
--------------------------------------------------------------------------------------------------------------------------------
   V          Data Communications                          Quote      Circuits, equipment and network support - as quoted by /
                                                                      through vendors
--------------------------------------------------------------------------------------------------------------------------------
   V          Deconversion                               $ 5,000.00   Base per bank or branch being deconverted
                                                         $   200.00   Per tape produced
                                                         $   250.00   For production of wipe-off DD statements
                                                                      Above rates exclude requested Fiserv professional
                                                                      services and out-of-pocket expenses
--------------------------------------------------------------------------------------------------------------------------------
              Demand Deposits
</TABLE>

                                      99
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
 Monthly
   Fee             System or Service                   Unit Price                 Description
--------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                                        <C>          <C>
   V          Service Charge Routine Setup                 Quote      Professional services fees apply
   V          Service Charge Routine Change                Quote      Professional services fees apply
   V          Accrual Adjustment Program                 $   200.00   Per request first day plus $50 each additional day after
                                                                      first day
   V          Account Number Production                  $    25.00   Set-up per request
                                                         $     5.00   Per 1,000 account numbers produced
   V          Check Processing Descending Order          $ 2,000.00   Set-up per institution
                                                         $ 4,000.00   Maximum per relationship
--------------------------------------------------------------------------------------------------------------------------------
              Electronic Banking
   V          Flex-Phone VRU                               Quote      Contact Relationship Manager for System quotes
   V          Bill Payment Accounts                      $     1.00   Per account/month
   V          Non-Bill Payment Accounts                  $     0.05   Per account/month
                                                         $   250.00   Minimum Account Processing/Month
--------------------------------------------------------------------------------------------------------------------------------
   V          By-Line Telephone Banking                  $   400.00   Per month - 0 - 750 calls answered
                                                         $   700.00   Per month - 751 - 10,000 calls answered
                                                         $   900.00   Per month - 10,001 - 15,000 calls answered
                                                         $ 1,100.00   Per month - 15,001 - 20,000 calls answered
                                                         Quote        Call volumes over 20,000
                                                                      Above pricing excludes costs of 800 number access
              Business Account Manager                   $   750.00   One-time Setup
                                                                      Includes access to Fiserv's Bill Payment service
              -By-Line Users                             $    12.00   Per BAM account/month (excludes costs of 800 number
                                                                      access)
              -Flex-Phone Users                          $   150.00   Minimum/month
--------------------------------------------------------------------------------------------------------------------------------
              Escrow Management                          $     2.00   Per BAM account/month
--------------------------------------------------------------------------------------------------------------------------------
   V          Set-up                                     $ 5,000.00   Per institution (included in fixed monthly fee)
                                                         $10,000.00   Per relationship maximum
--------------------------------------------------------------------------------------------------------------------------------
   V          FAST Branch Automation                     $    1,089   Workstation License Fee
--------------------------------------------------------------------------------------------------------------------------------
   V          Exception Processing
--------------------------------------------------------------------------------------------------------------------------------
              Set-up                                     $   15,000   Per Holding Company
--------------------------------------------------------------------------------------------------------------------------------
              General Ledger
              Interface Custom Reports:
--------------------------------------------------------------------------------------------------------------------------------
              -Report Set-Up                             $    25.00   Per Report Set-Up requested
             - Report Generation                         $   100.00   Per Report Generated/Month (First Report Free)
--------------------------------------------------------------------------------------------------------------------------------
              Interface Extract                          $   100.00   Per Application/Month
--------------------------------------------------------------------------------------------------------------------------------
   V         - Transaction History                       $   215.00   Per institution/month for 65 day history
                                                         $   300.00   Per institution/month for 90 day history
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      100
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
 Monthly
   Fee         System or Service                                   Unit Price                 Description
------------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                         <C>           <C>
   V  Microfiche                                                   $     0.95   Per original produced
                                                                   $     0.17   Per copy produced
                                                                   $     1.00   Hardcopy per frame requested
------------------------------------------------------------------------------------------------------------------------------------
      On-line Collections
   V  Time Zone Indicator                                          $ 1,500.00   Per year per institution, annual bill January of
                                                                                each year, first year prorated to December
------------------------------------------------------------------------------------------------------------------------------------
   V  Print/Rendering Services                                       Quote      Contact Relationship Manager
------------------------------------------------------------------------------------------------------------------------------------
   V  PC Interface Support                                         $   100.00   Per month, includes support for PC Services Package,
                                                                                SimWare and/or XCOM, excludes third party software,
                                                                                maintenance and CompuServe access time.
------------------------------------------------------------------------------------------------------------------------------------
   V  Professional Services
------------------------------------------------------------------------------------------------------------------------------------
      Includes (but not limited to) custom programming (report     $    85.00   Per hour / Customer Service or Conversion Analyst
      and file creation, maintenance and fixes),  and other        $   100.00   Per hour / Project Manager or Custom Training
      Fiserv personnel assistance not covered by contract          $   125.00   Per hour for Systems Analyst/Programmer, Operational
                                                                                Consulting, Telecommunications Design
                                                                   $   150.00   Base per mass maintenance request
                                                                   $    50.00   Per report generated from request
                                                                   $   100.00   Incremental for CRF access on report
                                                                                Out-of-pocket expenses as incurred
------------------------------------------------------------------------------------------------------------------------------------
   V  Report Regeneration                                          $    25.00   Per request/month (first two requests free)
------------------------------------------------------------------------------------------------------------------------------------
      Reference Materials
   V  CD-ROM:
      - First Two                                                  No Charge    Per institution per release
      - Additional Copies                                          $    25.00   Per copy if preordered via annual subscription
                                                                   $   100.00   Per copy for ad hoc requests
   V  Paper Manuals (products not on CD):                          $    75.00   Per manual per application
------------------------------------------------------------------------------------------------------------------------------------
   V  Repost Due to Client Error                                     Quote      Professional Services rates apply
                                                                                $2,000 minimum per incident
------------------------------------------------------------------------------------------------------------------------------------
   V  Report Regeneration                                          $    25.00   Per request/month (first 2 requests free)
------------------------------------------------------------------------------------------------------------------------------------
      Retail Loans
   V  Insurance Tape Creation                                      $   200.00   Per tape/vendor/application
   V  Promotional Extensions                                       $   150.00   Base  per execution
                                                                   $     0.05   Per account
------------------------------------------------------------------------------------------------------------------------------------
      Savings Accounts
   V  Service Charge Routine Setup                                 $   100.00   Per routine
------------------------------------------------------------------------------------------------------------------------------------
   V  Service Charge Routine Change                                $    25.00   Per field changed
                                                                   $   100.00   Maximum per routine changed
   V  Accrual Adjustment Program                                   $   200.00   Per request first day plus $50 each additional
                                                                                day after first day
------------------------------------------------------------------------------------------------------------------------------------
   V  Tape for Coupon Book Production                              $   300.00   Per request ($200 for tape, $50 for special report,
                                                                                $50 for processing)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      101
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
 Monthly
   Fee       System or Service                                     Unit Price                 Description
------------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                          <C>          <C>
  V   Special Reports                                              $    50.00   Applies to any report not produced in the normal
                                                                                processing flow but which Fiserv has previously
                                                                                programmed. Additional fees associated with the
                                                                                creation and generation of new special reports are
                                                                                described under Professional Services.

                                                                   $   100.00   Incremental for CRF access on special report
------------------------------------------------------------------------------------------------------------------------------------
  V   Tape Creation                                                $   200.00   Per physical tape produced (or equivalent on
                                                                                alternative media)
------------------------------------------------------------------------------------------------------------------------------------
  V   Teleprocessing Professional Services
------------------------------------------------------------------------------------------------------------------------------------
      Router Monitoring                                            $   125.00   Per Router Per Month
------------------------------------------------------------------------------------------------------------------------------------
      Circuit Monitoring                                           $    60.00   Per Circuit Per Month
------------------------------------------------------------------------------------------------------------------------------------
      Logical Unit Fee (LU)                                        $     2.00   Per Logical Unit (LU) Per Month
------------------------------------------------------------------------------------------------------------------------------------
  V   Teller Support
      Inquiry                                                      $   225.00   Per Month
 -----------------------------------------------------------------------------------------------------------------------------------
      Data Capture/Truncation                                      $   125.00   Per Month (additional to inquiry support)
------------------------------------------------------------------------------------------------------------------------------------
      Time Deposits
  V   Remaining Term Penalty Calculation                           $ 1,000.00   One-time for set-up
------------------------------------------------------------------------------------------------------------------------------------
  V   Training Services                                              Quote      Contact Relationship Manager
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      102
<PAGE>

                    Exhibit A - 2  Service Level Commitments
                    ----------------------------------------

1. Service Level Commitments.  For purposes of the service level commitment
   -------------------------
   categories set forth below, the described services shall be deemed to be
   "available" to Client if Fiserv's computer system, including all hardware and
   software necessary to provide the Client with the Services contemplated by
   this Agreement, is available to accept and process all input contemplated by
   this Agreement from Client and necessary to provide the Services in question.
   All service levels commitments shall be averaged over a calendar month and
   national holidays are excluded.

   (a)  Response Time.  Fiserv shall provide response time for the central
        -------------
        processor to receive an Inquiry transaction from the communications
        controller at Fiserv's data center, process that transaction and return
        the answer to the controller of less than three (3) seconds, ninety-five
        (95%) percent of the time from 8:00AM to 8:00PM Client Local Time
        ("CLT"), Monday through Saturday.

   (b)  Report Availability.  Fiserv shall make available to the Client at the
        -------------------
        Fiserv Output Print System or other output distribution medium or
        product, critical reports for the Basic Services, no later than 7:00AM
        CLT each business day or 10:00AM CLT if such business day falls on the
        first calendar day of the month (General Ledger an additional 2 hours in
        each case), provided the Client has completed transmission of the data
        to be used in generating such reports to Fiserv no later than 1:01AM
        CLT, Monday through Thursday, and 2:01 AM on Friday. Fiserv shall
        provide such reports to the Client for each Basic Service in accordance
        with the above schedule at least ninety-five percent (95%) of the time.
        The "Basic Services" are Demand Deposits, Savings, Time Deposits,
        Account Reconcilement, Retail Loans, Commercial Loans and General
        Ledger.

   (c)  Teleprocessing Availability. Fiserv shall make its teleprocessing
        ---------------------------
        services available to the Client at least ninety-five percent (95%) of
        the time from 8:00AM to Midnight CLT, Monday through Saturday, excluding
        overnight batch processing.

   (d)  Network Professional Services.  The Philadelphia Computer Center will
        -----------------------------
        provide 7 day/24 hour network support. All telecommunication lines
        supported by the Philadelphia Computer Center will be available 7 X 24
        except Sunday from 03:00 to 05:30 EST. The Philadelphia Help Desk will
        act as the focal point for Client's telecommunication issues. The Help
        Desk will provide Client with a status of an open issue every two hours
        from 08:00 to 20:00 EST until the issue is resolved. If the Help Desk is
        unable to resolve an issue during the initial call with Client, the
        issue will be elevated to the Philadelphia Network Control Center. The
        Network Control Center will begin problem determination within one hour
        of issue escalation. The Network Control Center will assure that the
        appropriate carrier is notified of all circuit problems. Carrier
        escalation procedures include the following:

        (i)    After 2 hours, problem will be escalated to the carrier Local
               Service Manager

        (ii)   After 4 hours, problem will be escalated to the carrier District
               Manager

        (iii)  After 6 hours, problem will be escalated to the carrier Regional
               Service Manager

        (iv)   After 8 hours, problem will be escalated to the carrier National
               Service Manager and National Account Manager

   (e)  Cure.  In the event that Fiserv's performance fails to meet the service
        ----
        level commitments set forth in this Section, the Client shall notify
        Fiserv in writing of such failure and shall work with Fiserv to
        specifically identify the problem. If a deficiency is determined by the
        parties, Fiserv shall institute cure procedures. If the deficiency is
        not cured within ninety (90) days, Fiserv shall institute a credit of
        two percent (2%) of the Fixed Monthly Fee each month for each deficient
        service level commitment category until it is cured. If any deficiency
        persists for an additional three (3) consecutive months at a level below
        ninety percent (90%) and upon receipt by Fiserv of prior written notice,
        the Client may elect to terminate this Agreement, without the payment of
        liquidated damages, upon payment of any fees or sums due pursuant to
        this Agreement and such termination shall be the Client's sole and
        exclusive remedy. Fiserv agrees to cooperate with the Client to achieve
        it's deconversion schedule.

                                      103
<PAGE>

               Exhibit E - Purchase of Equipment Through Fiserv
               ------------------------------------------------

Client agrees to purchase, and Fiserv agrees to sell, Equipment (as hereinafter
defined) on the terms and subject to the conditions hereinafter set forth:

1. Equipment and Fiserv Obligations.  Equipment, if any, being purchased through
   --------------------------------
   Fiserv shall be described in Exhibit E - 1 hereto, or in a signed order
   letter from Client to Fiserv specifying the quantity, type and price for the
   equipment desired, (the "Equipment").  Client understands that Fiserv is
   acting as an independent sales organization representing each manufacturer or
   supplier (each, a "Manufacturer") identified in Exhibit E - 1.  Client also
   understands and agrees that the ability of Fiserv to obtain the Equipment may
   be subject to availability and delays due to causes beyond the control of
   Fiserv.  Fiserv shall promptly place any orders submitted under this
   Agreement with each Manufacturer and shall, at Client's direction, request
   expedited delivery whenever available.

2. Delivery and Installation.
   -------------------------

   (a)  Delivery.  On Client's behalf, Fiserv shall arrange for delivery of the
        --------
        Equipment to the site or sites ("Installation Site(s)") designated by
        Client on or about the date (the "Delivery Date") requested. In the
        absence of shipping instructions, Fiserv shall select a common carrier
        on behalf of Client. Client shall be responsible for appropriate
        property insurance for all equipment, whether Client-owned or Fiserv-
        owned, within Client's premises.

   (b)  Installation and Acceptance. Fiserv shall arrange for the installation
        ---------------------------
        of the items of Equipment in consideration of the Installation Fees
        listed on Exhibit E - 1. Client shall not perform any installation
        activities without the written consent of Fiserv. Fiserv or its designee
        shall have full and free access to the Equipment and the Installation
        Site until installation is completed. If a suitable installation
        environment is not provided by Client, then Fiserv shall be required to
        perform only as many normal installation procedures as it deems to be
        practicable within the available facilities. Installation of Equipment
        will take place during normal Fiserv business hours, Monday through
        Friday, exclusive of Fiserv holidays, unless otherwise agreed by Fiserv.
        The Equipment shall be deemed to have been accepted when it has passed
        either the Fiserv or the Manufacturer's standard post-installation test
        procedures at the Installation Site.

   (c)  Installation Environment.  Client shall provide a suitable installation
        ------------------------
        environment for the Equipment as specified by Fiserv or its agents and
        any and all other specifications provided to Client by the Manufacturer
        or Fiserv. Client shall also be responsible for furnishing all labor
        required for unpacking and placing each item of Equipment in the desired
        location for installation. Client shall be responsible for physical
        planning including, but not limited to, floor planning, cable
        requirements, and safety requirements in accordance with the
        installation manual and any and all applicable building, electrical, or
        other codes, regulations, and requirements. All such physical planning
        shall be completed on or before the delivery date for the Equipment.

   (d)  Ongoing Maintenance. Unless the parties agree otherwise, Fiserv shall
        -------------------
        not be responsible for the provision of any maintenance or repairs to
        the Equipment or of any parts or replacements for the Equipment.

3. Shipment, Risk of Loss and Title to Equipment.  All prices shown on Exhibit E
   ---------------------------------------------
   - 1 are F.O.B. at the Manufacturer's plant.  All transportation, rigging,
   drayage, insurance, and other costs of delivery of the Equipment to the
   Installation Site shall be itemized on an invoice submitted to Client and
   shall be paid by Client.  Risk of loss shall pass to Client upon shipment.
   Title to the Equipment shall remain with the Manufacturer until all payments
   for the Equipment have been made by Client and, until such time, Client
   agrees that it shall not sell, transfer, pledge, or otherwise dispose of the
   Equipment without the prior written consent of Fiserv.

4. Security Interest.  Client grants Fiserv a security interest in all the
   -----------------
   Equipment and the proceeds thereof until the purchase price due Fiserv shall
   have been paid in full.  Client shall execute any instruments or documents
   Fiserv deems appropriate to protect the security interest and, in any event,
   this Agreement shall constitute a financing agreement within the meaning of
   Article 9 of the Uniform Commercial Code and a copy of this Agreement may be
   filed at any time after signature by Fiserv as a financing statement for that
   purpose.  In the event of default in payment or other breach by Client,
   Fiserv shall have all rights and remedies of a secured creditor upon default
   as provided by applicable law.  Fiserv shall, at its sole expense, file
   releases for any financing statements recorded pursuant to this Agreement
   promptly upon receipt of final payment.

5. Warranties.  Fiserv warrants that Client will acquire good and clear title to
   ----------
   the Equipment free and clear of all liens and encumbrances.  Fiserv hereby
   assigns to Client all warranties the Manufacturer has granted to Fiserv with
   respect to the Equipment as set forth on Exhibit E - 1.  Client hereby agrees
   to all of the terms and conditions applicable to those warranties

                                      104
<PAGE>

   and acknowledges that: (i) neither the Manufacturer nor Fiserv warrants that
   the use of the Equipment will be uninterrupted or error free; and (ii)
   Manufacturer's warranties, and the assignment of such warranties by Fiserv to
   Client, shall not impose any liability on Fiserv due to the services or
   assistance provided to Client by Fiserv with respect thereto.

                                      105
<PAGE>

                      Exhibit E - 1 Equipment and Prices
                      ----------------------------------

6. InformEnt Data Warehouse.  The following hardware is included in the
   ------------------------
   InformEnt Data Warehouse Solution as of the Effective Date of the Agreement.

   (a)  Production Server:  Sun Enterprise 450
        -----------------

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                                                                                         Annual
                                                                                                  Maintenance (3 Years
                         Description                                  Quantity      Purchase             Required)
---------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>           <C>           <C>
Sun E450 Base, four CPU slots, 16 memory slots, 10 PCI I/O                  1        $10,437                 $3,936
 slots, 4 hot swap USCSI disk bays, 32x CD-ROM, 1.44 MB floppy,
 removable media bay, 10/100 Ethernet, two power supplies,
 Solaris server license, no CPU, memory, or disk included.
400-MHz UltraSPARC Module with 4-Mbyte                                      2        $ 9,191                 $    0
512-Gbyte Memory Expansion (2x256)                                          4        $ 9,568                 $    0
8 bay internal expansion kit                                                2        $ 2,088                 $    0
18.2 Gbyte 10K RPM                                                         14        $19,320                 $    0
DLT7000-Based 280GB Autoloader                                              1        $10,028                 $2,172
DLT Compact IV Tapes - 10 pack                                              4        $ 2,944                 $    0
DLT Cleaning Tapes-Package of 10                                            1        $   437                 $    0
Host Bus Adapter                                                            1        $ 1,210                 $    0
Fast Ethernet, 100BaseT                                                     1        $   584                 $    0
560W Power Supply                                                           1        $ 1,044                 $    0
PGX32 Graphics Option                                                       1        $   271                 $    0
17-inch Entry Color Monitor                                                 1        $   359                 $    0
Type-6 Country Kit                                                          1        $     0                 $    0
Solstice Backup Media Kit                                                   1        $   100                 $    0
Solstice Backup Network Edition                                             1        $ 6,336                 $1,872
Autochanger Software Module 1-8 slots                                       1        $ 1,584                 $  480
Client Pak for Windows NT                                                   1        $ 1,584                 $  636
Solaris 2.6 Standard English Server Media Kit                               1        $    84                 $    0
Veritas Volume Manager license for Solaris SPARC; license for               1        $ 2,636                 $    0
 workgroup servers; RTU only.
Veritas Volume Manager 3.0.3 Base Package CD-ROM (Media & Docs)             1        $   150                 $    0
---------------------------------------------------------------------------------------------------------------------
                                                                                     $79,955                 $9,096
---------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      106
<PAGE>

(b)  Delivery Server (2)- Dell PowerEdge 2400 - WEB-based dissemination of data
     and automated scheduling.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------

                                 Description                                         Quantity         Purchase
---------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>           <C>
PowerEdge 2400, Pentium II, 400 MHz (Single Processor), 512K Cache, Tower                 1             $ 8,635
 Syle

192MB RAM, 2 DIMMS                                                                        1             $     0
1x6 Hot Pluggable BackPlane                                                               1             $     0
PERC 32K RAID 5 Hard Drive Configuration                                                  1             $     0
9GB Ultra-2 LVD SCSI 10,000 RPM Hard Drive                                                3             $     0
3COM 3C905 10/100 Ethernet, PCI Adapter, TP                                               1             $     0
Microsoft Windows NT Server 4.0                                                           1             $     0
Windows SpaceSaver Keyboard                                                               1             $     0
Phillips Magnavox 800F, (15.0" / 13.9" Viewable Monitor)                                  1             $     0

Logitech Mouse                                                                            1             $     0
14/32X SCSI CD-ROM                                                                        1             $     0
1.44MB Diskette Drive                                                                     1             $     0
3 Year Next Business Day On-Site Service                                                  1             $     0
SMART-UPS 700VA Net Bundle                                                                1             $     0
Oracle Net8 Client 8.0.4                                                                  1             $     0
Norton pcANYWHERE 32 v 8.0 for Windows NT                                                 1             $   111
---------------------------------------------------------------------------------------------------------------------
Subtotal                                                                                                $ 8,746
---------------------------------------------------------------------------------------------------------------------
Quantity                                                                                                      2
---------------------------------------------------------------------------------------------------------------------
Total                                                                                                   $17,492
---------------------------------------------------------------------------------------------------------------------
</TABLE>

(c)  Analysis Server - Dell PowerEdge 2400 - provides the automation of
     financial reporting and what-if financial analysis daily at the transaction
     level on line.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                 Description                                              Quantity       Purchase
---------------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>            <C>
PowerEdge 2400, Pentium II, 400 MHz (Single Processor), 512K Cache, Tower                     1           $8,635
 Syle

192MB RAM, 2 DIMMS                                                                            1           $    0
1x6 Hot Pluggable BackPlane                                                                   1           $    0
PERC 32K RAID 5 Hard Drive Configuration                                                      1           $    0
9GB Ultra-2 LVD SCSI 10,000 RPM Hard Drive                                                    3           $    0
3COM 3C905 10/100 Ethernet, PCI Adapter, TP                                                   1           $    0
Microsoft Windows NT Server 4.0                                                               1           $    0
Windows SpaceSaver Keyboard                                                                   1           $    0
Phillips Magnavox 800F, (15.0" / 13.9" Viewable Monitor)                                      1           $    0
Logitech Mouse                                                                                1           $    0
14/32X SCSI CD-ROM                                                                            1           $    0
1.44MB Diskette Drive                                                                         1           $    0
3 Year Next Business Day On-Site Service                                                      1           $    0
SMART-UPS 700VA Net Bundle                                                                    1           $    0
Oracle Net8 Client 8.0.4                                                                      1           $    0
Norton pcANYWHERE 32 v 8.0 for Windows NT                                                     1           $  111
Hunmmingbird/Maestro V6.01 (Connect NFS) Server                                               1           $  441
MKS Toolkit For WIN-32, NT.                                                                   1           $  306
---------------------------------------------------------------------------------------------------------------------
Total                                                                                                     $9,493
---------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      107
<PAGE>

               Exhibit F Software License and Service Agreement
               ------------------------------------------------

This is a License Agreement between Fiserv and Client.  Fiserv and Client agree
that the terms and conditions set out in this License Agreement will apply to
any Fiserv Licensed Program(s) materials offered hereunder.  Each license
agreement subject to the terms of this Agreement shall be separately labeled as
Exhibit F-n attached hereto.  By using the software described on each such
Exhibit F-n, Client agrees to the terms and conditions contained in the license
agreement.


1.   Definition of Terms.

     (a)  `Computer System' means the Hardware and manufacturer-supplied
          software identified in the Attachments hereto.

     (b)  `Delivery Date' means the date the software is first installed and
          configured properly, per the technical user documentation, in a
          designated location by either a Fiserv or Client representative.

     (c)  Documentation' means the documentation related to the Software
          specified on the Attachments hereto.

     (d)  `Effective Date' means the date this License and Service Agreement
          commences.

     (e)  `Enhancements' means modifications made to the Software that add
          program features or functions not originally within the Software as of
          the date of installation and that are provided upon payment of
          additional License Fees. Fiserv reserves the right, in its reasonable
          discretion, to determine which changes are upgrades or separately
          priced enhancements.

     (f)  `Hardware' means the computer equipment identified on the Attachments
          hereto or in Exhibit E.

     (g)  `Licensed Program(s)' means licensed data processing program(s)
          consisting of a series of instructions or statements in machine-
          readable form, and any related licensed materials such as, but not
          limited to, system documentation, flow charts, logic diagrams,
          listings and operating instructions provided for use in connection
          with the Licensed Program(s).

     (h)  `Location' means any single location defined by United National Bank.

     (i)  `Maintenance Fee' means the annual fee specified in the Attachments
          hereto.

     (j)  `Main tenance Services' means maintenance services described in the
          Attachments hereto. Maintenance Services are available only with
          respect to the current release of the Software.

     (k)  `Non-conformity' means a failure of the Software to perform in
          substantial accordance functions described in Fiserv's documentation.

     (l)  `Operational Support' means optional Fiserv services available, at
          Client request, to support Client's operation of the Software System.
          Operational Support shall only be available to Clients receiving
          Maintenance Services.

     (m)  `Professional Service Fees' means fees specified in the Attachments
          hereto or Exhibit A for professional services provided by Fiserv.

     (n)  `Software' means the standard, unmodified computer programs in object
          code, unless otherwise specified on the Attachments hereto, together
          with one set of Fiserv standard documentation. Software does not
          include separate, independent, and stand-alone modules or subsystems
          that Client has developed and maintained without Fiserv's assistance.

     (o)  `Software System' means the Software and Third Party Software.

     (p)  `Third Party' means any party other than Fiserv, Client, and their
          respective employees, agents, and subcontractors.

     (q)  `Third Party Software' means software provided by Fiserv that is owned
          or licensed by Third Parties as identified on the Attachments hereto.

     (r)  `Total License Fee' means the total sum specified in the Attachments
          hereto for the Software System. Any fees for modifications,
          enhancements, upgrades, or additions to the Software are excluded from
          this License and Service Agreement unless otherwise specified.

     (s)  `Upgrades' means changes made to maintain compatibility with new
          system software releases or to improve previously existing features
          and operations within the Software. This primarily includes program
          fixes to the Software.

                                      108
<PAGE>

     (t)  `Use' means copying or loading any portion of the Software System from
          storage units or media into any equipment for the processing of data
          by the Software System, or the operation of any procedure or machine
          instruction utilizing any portion of either the computer program or
          instructional material supplied with the Software System at the
          Location. Use is limited to type of operations described in Fiserv
          documentation solely to process Client's own work. Use specifically
          excludes any service bureau or time-share services to Third Parties
          without prior written consent by Fiserv and payment by Client of
          additional fees in accordance with mutually agreed terms.

2.   License.
     -------

     (a)  Fiserv agrees to furnish the Software System to Client and does hereby
          grant to Client a personal, non-exclusive, nontransferable License to
          Use the Software System at the Location on the designated Computer
          System for the Initial Term and any extended terms of this Agreement.

     (b)  Client may change the Location in the event Client transfers its data
          processing department to a new location within the same country.
          Client will provide Fiserv with sixty (60) days advance notice of any
          proposed transfer of operations. Assistance by Fiserv related to the
          transfer shall be chargeable at Fiserv's then current professional
          service rates. Client shall reimburse Fiserv for any travel and living
          expenses associated with such assistance by Fiserv related to such
          transfer.

     (c)  Fiserv prohibits the copying of any portions of the Software System
          except that Client may copy reasonable quantities of any standard end
          user documentation; and may copy machine language code, in whole or in
          part, in reasonable quantities, in printed or electronic form, for use
          by Client at the Location for archive, back-up, or emergency restart
          purposes, or to replace copy made on defective media. The original,
          and any copies of the Software, or any part thereof, shall be the
          property of Fiserv.

     (d)  Client shall maintain any such copies and the original at the Location
          and one Client archive site in the same country and one disaster
          recovery site, if applicable. Client may transport or transmit a copy
          of the Software System from the Location or the Archive Site to
          another location in the same country as the Location for back-up use
          when required by Computer System malfunction, provided that the copy
          or original is destroyed or returned to the Location or Archive Site
          when the malfunction is corrected. Client shall reproduce and include
          Fiserv's copyright and other proprietary notices on all copies, in
          whole or in part, in any form, of the Software System made as
          specified herein.

     (e)  Client shall not decompile, disassemble, or otherwise reverse engineer
          the Software System.

     (f)  Third Party Software is provided to Client under the following
          supplemental terms:

          (i)    Use of Third Party Software shall be restricted to use as part
                 of the Software System.

          (ii)   Fiserv and Third Party Software owners shall not be liable for
                 any damages, whether direct, indirect, incidental, or
                 consequential arising from the use of the Third Party Software.

          (iii)  Publication of benchmark tests of Third Party Software is
                 permitted only in a writing signed by an authorized officer of
                 Fiserv and the Third Party Software owner.

          (iv)   Third Party Software owners are hereby designated as third
                 party beneficiaries of this License and Service Agreement as it
                 relates to their software.

          (v)    Third Party Software is not specifically developed, or licensed
                 for use in any nuclear, aviation, mass transit, or medical
                 application or in any inherently dangerous applications. Third
                 Party Software owners and Fiserv shall not be liable for any
                 claims or damages arising from such use if Client uses the
                 Software System for such applications.

     (g)  Client shall obtain and maintain at its own expense such data
          processing and communications equipment and supplies as may be
          necessary or appropriate to facilitate the proper use of the Software
          System. Any equipment obtained through Fiserv under this Agreement
          shall be obtained in accordance with Exhibit E.

3.   Support.  Fiserv agrees it is obligated to maintain support.
     -------

4.   Use of and Rights to Fiserv's Work Product.  All information, reports,
     ------------------------------------------
     studies, object or source code, flow charts, diagrams, and other tangible
     or intangible material of any nature whatsoever produced by or as a result
     of any of the services performed hereunder by Fiserv or jointly with
     Client, shall be the sole and exclusive property of Fiserv or its corporate
     parent. Client shall be entitled to Use all such work product produced by
     Fiserv in accordance with the terms and conditions of this License and

                                      109
<PAGE>

     Service Agreement. Notwithstanding the foregoing, in no event shall Fiserv
     be deemed to own any Client Confidential Information or other data relating
     to Client or its customers.

5.   Delivery and Acceptance.  Fiserv agrees to deliver the Software System and
     -----------------------
     Hardware to the Location indicated by Client. The Software System and
     Hardware shall be deemed accepted by Client once Fiserv has provided
     certification by the manufacturer or Fiserv of the Computer System's
     operability and Client has agreed to such acceptance, which will not be
     unreasonably withheld.

6.   Payment.
     -------

     (a)  The license and support services charges applicable to each Licensed
          Program are specified in the Attachments.

     (b)  Client is licensed to operate the Licensed Program(s) for the number
          of workstations shown on the Attachments. If Client adds workstations,
          the parties will complete an additional Attachment to reflect the
          upgraded license and support services charges.

     (c)  Client agrees to pay the reasonable travel and living expenses of any
          employees of Fiserv and its contractors who render services at either
          the Location or any other Client site in connection with the
          activities described in this Exhibit. All expenses shall be itemized
          on invoices submitted by Fiserv.

7.   Rescheduling.  If Client is unable to provide access to required facilities
     ------------
     or personnel or is unable to meet its tasks assigned to it in a timely
     manner, Fiserv will try to reschedule tasks to minimize the non-productive
     time arising. All such non-productive time is chargeable to Client. If such
     non-productive time is expected to be significant, Fiserv will try to
     reassign its personnel to other suitable work. In such event, Client will
     not be charged for the time personnel were reassigned. If Client provides
     thirty (30) days written notice of its intent to reschedule tasks, Client
     shall not be billed a fee for non-productive time.

8.   Warranties.  Fiserv warrants that the Software will perform in accordance
     ----------
     with its functional specifications when operated in the specified operating
     environment as described in the Documentation. Fiserv will provide
     replacements or corrections to the Software that does not so perform where
     such failure is material, provided Fiserv is notified in writing. This
     warranty shall not apply if the problem is caused by unauthorized
     modification to the Software System, use of the Software System in
     combination with non-Fiserv provided software, or by incorrect Use. Client
     acknowledges that the Software System is designed to operate on the
     Computer System and that the warranties given by Fiserv are conditional
     upon the procurement and maintenance by Client of the Computer System in
     accordance with the then current specified configuration. Fiserv agrees to
     pass through any warranties to Third Party Software and/or hardware to
     Client.

     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 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 THE SOFTWARE SYSTEM.

9.   Indemnity.
     ---------

     (a)  If, as a result of any claim or action alleging Use of the Software
          infringes a patent, copyright, or other proprietary right of a third
          party enforceable in the Location, Fiserv or Client is permanently
          enjoined from using the Software by a final, non-appealable decree,
          Fiserv, at its sole option and expense, may (i) procure for Client the
          right to continue to use the Software or (ii) provide a replacement or
          modification for the Software so as to settle such claim. If
          modification of the Software is not reasonably practical in Fiserv's
          sole opinion, Fiserv shall discontinue and terminate this License upon
          written notice to Client and shall refund to Client all license fees
          paid to Fiserv under this Agreement. In making this determination,
          Fiserv will give due consideration to all factors, including financial
          expense and will use its best efforts to procure for the Client the
          right to continue to use the software.

     (b)  Fiserv shall have no liability for any claim based upon (i) use of any
          part of the Software System in combination with materials or software
          not provided by Fiserv; or (ii) modifications made by Client or any
          Third Party.

10.  Title.
     ------

     (a)  Nothing in this License and Service Agreement shall convey to Client
          any title to or any rights in the Software System, including but not
          limited to all proprietary rights or ownership of any modifications.
          Client's sole right in relation to the

                                      110
<PAGE>

          Software System or any modification is Use of the same in accordance
          with the terms and conditions of this License and Service Agreement.

     (b)  The Software System and all modifications, enhancements, or upgrades
          made thereto, and all patents, copyrights, or other proprietary rights
          related to each of the above are the sole and exclusive property of
          Fiserv or its suppliers, whether made by Fiserv, Client, or any of
          their employees or agents. Client shall execute documents reasonably
          required by Fiserv to perfect such rights.

11.  Non-Disclosure.
     --------------

     (a)  Client shall permit Fiserv's authorized representatives at all
          reasonable times during Client's normal hours of operation to audit
          Client's Use at the Location to determine that the provisions of this
          Exhibit are being faithfully performed. For that purpose, Fiserv shall
          be entitled to enter into any of Client's premises and Client hereby
          irrevocably grants authority to Fiserv and authorized representative
          to enter such premises for such purpose. Any such audit shall be
          conducted in such a manner as to minimize the disruption to Client's
          business and/or the Use of the Software System.

     (b)  Client shall promptly notify Fiserv if it becomes aware of any breach
          of confidence relating to the Software System or other Fiserv
          proprietary information and give Fiserv all reasonable assistance in
          connection with Fiserv's investigation of same.

12.  Termination.  Upon an event of default as defined in Section 13 below, the
     -----------
     non-defaulting party may terminate this Licensing Agreement. Upon
     termination, Client shall deliver the Licensed Program(s) and all related
     materials at Client's expense, to a location designated by Fiserv. Client
     shall certify to Fiserv in writing that the Licensed Program(s) is not in
     use and after termination, Fiserv shall have no further obligation to the
     Client.

13.  Default. Client agrees that, upon the occurrence of any actual or
     -------
     threatened breach by Client of the restrictions upon the use, sale,
     transfer, or disclosure of the Licensed Program(s), Fiserv will suffer
     irreparable harm, that monetary damages alone shall not be a sufficient
     remedy, and that Fiserv shall be entitled to injunctive or other equitable
     relief as may be deemed proper or necessary by a court of competent
     jurisdiction, in addition to Fiserv's other rights herein.

                                      111
<PAGE>

                    Exhibit F-1 InformEnt(R) Data Warehouse
                    ---------------------------------------

The terms and conditions contained hereunder in Exhibit F-1 apply specifically
to the InformEnt Data Warehouse.

1.   Term.

     (a)  License Term.  The term of the License grant shall begin on the
          ------------
          Effective Date and shall continue co-terminous with the Agreement.

     (b)  Maintenance Term.  The term for Maintenance Services shall begin upon
          ----------------
          the Effective Date and shall continue co-terminous with the Agreement.
          Maintenance Services shall be automatically renewed at Fiserv's then
          current rates unless Client provides ninety (90) days prior written
          notice.

2.   Payment.
     -------

     (a)  Payment Terms.  The Total License Fee shall be invoiced upon
          -------------
          execution of this Agreement in accordance with the terms and
          conditions specified in Schedule 2. The Maintenance Fee shall be
          invoiced thirty (30) days in advance of each Maintenance Fee period.
          Professional Service Fees shall be invoiced upon execution of this
          License and Service Agreement in accordance with the terms and
          conditions specified in Schedule 2. Operational Support fees shall be
          invoiced on a monthly basis when such support begins.

     (b)  Fee Adjustments.  Except as specifically provided in this Agreement,
          ---------------
          Fiserv may adjust any rates or fees herein no more frequently than
          once each calendar year.

3.   Performance.
     -----------

     (a)  Access.  Client shall give Fiserv full access to the Location, the
          ------
          Software System, and the Computer System to enable Fiserv to provide
          Services and shall make available information, facilities, and
          services reasonably required by Fiserv for the performance of its
          obligations under this Exhibit.

     (b)  Problem Identification.  Work in determining the nature of any
          ----------------------
          problem or in making corrections, amendments, or additions to the
          Software System may be carried out at Fiserv's site or at the Client
          Location at the discretion of Fiserv.

     (c)  Maintenance.  Client agrees to maintain the Computer System, Software
          -----------
          System, and Third Party Software in accordance with Fiserv's then
          current specified minimum configuration during the term of this
          Agreement, or contract with Fiserv to so provide.

4.   Professional Services Terms.
     ---------------------------

     (a)  Professional Services Rates.  Fiserv agrees to provide Client with
          ---------------------------
          access to Fiserv's professional personnel at the rates identified in
          the Professional Services Fee table in Schedule 2 and in accordance
          with the terms and conditions set forth herein.

     (b)  Business Requirements List.  Client shall provide Fiserv with all
          --------------------------
          necessary information concerning Client's requirements. Fiserv shall
          review and suggest revisions to such Business Requirements List on a
          timely basis. The parties shall mutually agree in writing the final
          Business Requirements List for any such project.

     (c)  Functional Specifications.  Any modifications to the Software or other
          -------------------------
          professional service deliverables shall be based on specifications
          created by Fiserv and approved by Client as provided below:

          (i)      Fiserv shall develop Functional Specifications based on the
               Business Requirements List for Client's written approval. Fiserv
               shall not be obligated to perform any further development work
               until the Functional Specifications are approved in writing by
               Client, which approval shall not be unreasonably withheld or
               unduly delayed.

          (ii)     Modifications, changes, enhancements, conversions, upgrades,
               or additions to the agreed upon work shall be added only upon
               mutual written agreement. In the event the parties agree to add
               any such items, the Functional Specifications and applicable
               Project Plan shall automatically be modified to the extent
               necessary to allow for the implementation or provision of the
               items.

     (d)  Project Plan.  Fiserv shall develop a Project Plan for each
          ------------
          modification to the Software or other professional service
          deliverables based on the Functional Specifications. Each such Project
          Plan shall contain a listing of the nature and

                                      112
<PAGE>

          timing of tasks for the project, some of which are to be performed by
          Fiserv and some by Client. Modifications and changes to the Project
          Plan shall be only by mutual written agreement of the parties.

     (e)  Acceptance.  The Software modifications shall be deemed accepted by
          ----------
          Client by the live operation and use of the modified Software in
          Client's business for a period of thirty (30) days. Client agrees
          promptly to notify Fiserv in writing (and with reasonable
          particularity) upon conclusion of the acceptance test or earlier upon
          discovery of any specification Non-conformities disclosed by such
          testing or use. Fiserv shall correct any specification Non-
          conformities disclosed by such testing without further charge to
          Client.

     (f)  Operational Support. Fiserv will provide Operational Support at the
          -------------------
          rates specified in Schedule 2. Operational Support may include the
          following services:

          (i)    Server System Administration

          (ii)   Database Administration

          (iii)  InformEnt Administration

          Client may discontinue Operational Support after six (6) months of
          services upon ninety (90) days prior written notice.

5.   Maintenance Services Terms.
     --------------------------

     (a)  Maintenance Services.  Fiserv will provide the following maintenance
          --------------------
          services to Client:

          (i)       Up to 20 hours per month for telephone support during normal
                 business hours for reasonable operator support. For telephone
                 support over 20 hours per month or not during normal business
                 hours, Client will be charged Fiserv's then standard
                 Professional Service Fees.

          (ii)      On-site support, when requested by Client, will be provided
                 at Fiserv's then standard Professional Service Fees.

          (iii)     Software program fixes to correct Software Non-conformities
                 for the current release will be provided within a reasonable
                 period of time upon notice by Client. Client agrees to provide
                 Fiserv with reasonable assistance and information in connection
                 therewith.

          (iv)      Software updates will be provided to Client. Upon Client
                 request, Fiserv will install such updates at Fiserv's then
                 standard Professional Service Fees.

          (v)       Training for updates may be offered to Client at Fiserv's
                 standard Professional Service Fees. If such training is
                 conducted at the Location or other Client site, Client agrees
                 to reimburse Fiserv for its reasonable travel and out-of-pocket
                 expenses.

     (b)  Diagnostic Software.  Fiserv may utilize remote diagnostic software
          -------------------
          and dial-up telephone lines in providing these services. Client shall
          cooperate and assist Fiserv to expedite resolution of all Non-
          conformities.

     (c)  Non-conformities.  Should Fiserv's review of the Non-conformity
          ----------------
          indicate, in Fiserv's reasonable opinion, that the reported problem is
          not a defect in the Software but is due to other problems including,
          but not limited to, input not in accordance with specifications,
          Client's abuse or misuse of the Software System, by a modification or
          addition to the Software System not performed by Fiserv, or by
          Client's failure to properly maintain the Computer System or to
          install the required system software release as instructed by Fiserv,
          then:

          (i)       Client agrees to reimburse Fiserv for the related costs of
                 work performed by Fiserv in investigating the problem at
                 Fiserv's then standard Professional Service Fees, and

          (ii)      Fiserv, at Client's request, shall advise Client whether
                 Fiserv can correct or assist in resolving such problem, and the
                 terms under which Fiserv shall undertake the same. Upon written
                 acceptance by Client, Fiserv shall correct or assist in
                 resolving the problem in accordance with such terms.

     (d)  Maintenance Fees.  Maintenance Fees shall be subject to annual
          ----------------
          increases no greater than 10% and shall also be subject to increase
          following delivery of Enhancements, new versions of, or modifications
          or additions to the Software System, and changes in the Computer
          System.

     (e)  Network-related Problems.  Network-related problems are not covered
          ------------------------
          under Fiserv's Maintenance Service. In the event Fiserv does provide
          such service, Client agrees to pay Fiserv's then standard Professional
          Service Fees.

                                      113
<PAGE>

     (f)  Other Maintenance Services.  Maintenance services in addition to those
          --------------------------
          specified in this Section may be made available at Fiserv's then
          standard Professional Service Fees on a mutually agreed schedule.

                                      114
<PAGE>

                Schedule 1:  Software System and Documentation
                ----------------------------------------------

1. Software.

     Financial Services Model
     KnowledgeShare
     PowerShare
     Process Manager Scheduler Bundle - includes:
       Process Manager Output Scheduler
       Process Manager Web Scheduler
     Business Applications:
       Financial Management
       Product Management
       Market Management

2. Documentation.
   -------------

     InformEnt User Manuals and Windows Help files.


3. Location.
   --------

     Any single location defined by United National Bank

4. Third Party Software.
   --------------------

     Hyperion - Essbase Multidimensional Run-time Package/1/ - includes:
     1 Essbase Server - per server
     1 Essbase Ports - per Concurrent Port
     1 SQL Interface - per server
     1 Essbase Spreadsheet Toolkit - per server

     Oracle - Standard Edition, Per Named User Single Server


____________________
/1/ 'Run-time" means Use of applicable products is strictly limited to InformEnt
     related usage.  Additionally, Client's right to Use the Application Manager
     tool within the Essbase Server software is limited to building and
     executing report scripts and modifying and/or maintaining InformEnt-
     developed application outlines; Client may not build any Essbase
                                                ---
     applications or databases themselves and must contract Fiserv to do so for
     them.

                                      115
<PAGE>

                         Schedule 2:  Fees and Charges
                         -----------------------------


    1. InformEnt Standard Offering Fee Summary
       ---------------------------------------

    Client Software:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
  InformEnt Client Module         User Type            License Type          Quantity      One-Time Fee      Annual Fee
------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                 <C>                    <C>           <C>               <C>
PowerShare                          Admin             Per Client Seat              2          $ 5,550          $1,000
PowerShare                         Steward            Per Client Seat              3          $ 2,085          $  375
KnowledgeShare                      Author            Per Client Seat              5          $ 3,475          $  625
KnowledgeShare                     Analyzer           Per Client Seat             10          $ 3,500          $  630
KnowledgeShare                      Viewer            Per Client Seat             20          $   700          $  120
------------------------------------------------------------------------------------------------------------------------
Total                                                                             40          $15,310          $2,750
------------------------------------------------------------------------------------------------------------------------
</TABLE>

    Server Software:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
 InformEnt Server Module         User Type              License Type          Quantity      One-Time Fee     Annual Fee
------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                     <C>                    <C>           <C>              <C>
Financial Services Model            Base                Per WP Server             1           $300,000       $54,000
Process Manager                Base & Browser            Per Server               1           $ 22,050       $ 3,969
 Scheduler Bundle                Scheduler
--------------------------------------------------------------------------------------------------------------------------
Total                                                                             2           $322,050       $57,969
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

    Business Applications:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
InformEnt Business              Prerequisite            License Type          Quantity        Extended        Extended
 Application                                                                                  License       Annual Maint.
--------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                    <C>                      <C>             <C>           <C>
Financial Management          KnowledgeShare,        Per InformEnt Site            1        $ 30,000          $ 5,400
                                  Essbase
--------------------------------------------------------------------------------------------------------------------------
Total                                                                              1        $ 30,000          $ 5,400
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

    2. Third Party Software Fees.  Payment terms for the Third Party Software
       -------------------------
       license and first year maintenance fees are 100% on Effective Date. Any
       increase in license and/or maintenance fees for any third party software
       may result in an increase to the Client as they are incurred by Fiserv.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
  Third Party Software Module              License Type           Quantity  Unit License     Extended     Unit Annual    Extended
                                                                                              License       Maint.     Annual Maint.
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                       <C>       <C>              <C>          <C>          <C>
Hyperion Software
Essbase Run-time Package                5 Run-Time Concurrent          1        $9,000        $ 9,000         $1,620       $1,620
                                                Ports
Oracle Software
Oracle Standard Edition                   App. Specific, Per          11        $  120        $ 1,320         $   23       $  253
                                          Named User Single
                                                Server
-----------------------------------------------------------------------------------------------------------------------------------
Total Third-Party Software                                                                    $10,320                      $1,873
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      116
<PAGE>

3.  Professional Services Fees.
    --------------------------

    (a)  Implementation.  Approximately 797 hours are estimated for the initial
         --------------
         implementation of InformEnt. Based on the resource hourly rates listed
         below, the estimated Implementation fee is $137,820. Actual
         implementation hours, plus travel and living expenses, will be invoiced
         to Client on a monthly basis as incurred.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
          Phase               Project      Information     Database        Server       Consultant/     Database/    Total Fiserv
                              Manager        Analyst        Admin.         Admin/        Model Mgr       Extract
                                                                         Integrator                    Programmer
---------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>          <C>             <C>           <C>            <C>            <C>           <C>
Project Administration                80              0             20             40             20             10           170
Project Initiation                    10              0              0              0             12              0            22
Planning                              30              0              5              0             12              7            54
Platform                              30              0              5             50              0              0            85
Data Integration                      10             40             56              0             16              0           122
EnterMart Value                       24              0              0              0             40              0            64
Education                              5              0              0              0             72              0            77
System Validation                      8             40             30             15              0             35           128
Production Turnover                   20              0             20             20              0             15            75
---------------------------------------------------------------------------------------------------------------------------------
Total                                217             80            136            125            172             67           797
Resource Hourly Rate             $   170        $   150        $   180        $   160        $   200        $   150
---------------------------------------------------------------------------------------------------------------------------------
Total Fiserv Fee                 $36,890        $12,000        $24,480        $20,000        $34,400        $10,050      $137,820
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


    (b)  Other Professional Services.  The following tables represent Fiserv's
         ---------------------------
         Professional Services Fees in hourly increments for professional
         services available to Client.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
        Resource                                     Responsibility                                Hourly Fee
----------------------------------------------------------------------------------------------------------------
<S>                       <C>                                                                      <C>
Consultant/Model Manager  Information analysis, database development, Knowledge Object                  $200
                          creation, solution and application implementation and training.
Database Administrator/   Table creation and loading, metadata maintenance, installation of             $180
Systems Programmer        new releases, database tuning and support, testing and training.
Project Manager           Management of professional services projects and training.                    $170
Server Administrator/     InformEnt server administration including disk and memory                     $160
Integrator                management, performance monitoring, security, operating system
                          parameters, network and hardware design/integration, system
                          certification and training.
Database/Extract          Information/data design and analysis, creation of mapping rules,              $150
Programmer                writing and execution of scripts, testing and training.
Data Analyst              Data discovery, analysis and modeling, database development, data             $150
                          mapping, defining and documenting database and usage requirements,
                          validation, testing and training.
System Administration     Hardware and System Software Analysis                                         $125
Operational Support       Dedicated daily support of InformEnt                                          $ 65
Help Desk                 Telephone support over 20 hours per month                                     $ 65
----------------------------------------------------------------------------------------------------------------
</TABLE>

Client may request professional services for short term projects or for long
term monthly and annual commitments based on sixty (60) days advance notice. A
minimum of 2 hours per occurrence will apply.

                                      117
<PAGE>

The rates quoted in the table will be valid for three months from the Effective
Date.  Thereafter, the rates will be subject to change by Fiserv on one-month's
notice.

4. Operational Support.
   -------------------

   (a)  Operational Support.  The following routine Operational Support services
        -------------------
        are included as part of Client's Fixed Monthly Fee. Fees for additional
        services shall be invoiced on a monthly basis at the Hourly Rates listed
        in Section 3b.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                          Description                                                Fiserv
                                                                                                  Monthly Hrs.
--------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>
Job Flow Management & Monitoring (Load Production Support)                                                 25.0
Perform:
Daily Process Manager schedule maintenance
File collection management from collection source(s)
Emergency/unscheduled change management
Daily performance analysis and reporting
Issue, action, and escalation management
Financial Services model release management for production level changes and additions to the
 model
Schedule modifications during model release implementation
Evaluation, implementation, and tuning of multi-loader processing
Analysis and trouble shooting of excessive load times that affect general availability of the
 solution
Change Control                                                                                              0.5
Management & documentation of production schedule changes
Monitor Space Allocation                                                                                    6.0
Monitor:
Month end processing disk demands
Trend processing disk demands
Process Manager schedule item failures, which indicate a need for Oracle file system
 modifications
Review Database Audit Trail                                                                                 0.7
Review table data integrity
Monitor fluctuation in table sizes during daily, weekly, and monthly loads
System Backup                                                                                               1.3
Manage changes in backup schedules on demand
Hardware Maintenance Coordination Dispatch                                                                  0.7
Leverage third party support & maintenance agreements for operating systems, tape drives, &
 software on the server.  Coordinate service dispatch as needed
Security Administration                                                                                     1.3
Administer user ids & passwords for server operating systems, when necessary.
Server Operating System Support                                                                             3.7
Perform de-fragmentation maintenance on disk drives
Diagnose performance issues for CPU & memory utilization
System Reboot                                                                                               0.8
Perform weekly warehouse server reboots & periodic reboots for other servers as needed
--------------------------------------------------------------------------------------------------------------------
Total Hours                                                                                                40.0
Resource Hourly Rate                                                                                    $    65
--------------------------------------------------------------------------------------------------------------------
Fiserv Monthly Fee                                                                                      $ 2,600
--------------------------------------------------------------------------------------------------------------------
Total Fiserv Annual Fee                                                                                 $31,200
--------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      118
<PAGE>

(b)  Data Collection: The daily data download fee is estimated at $4,961 per
     month at the rate of $0.80 per megabyte of host data, utilizing total
     account volumes as illustrated below.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
              Application            Account Volume    Daily Collect.    Daily File (MB)  Month-End File (MB)    Total Mos. Data
                                                         Frequency                                                    (MB)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>               <C>               <C>              <C>                    <C>
Central Reference File (CIF)                430,142                   1     220.4219665          690.0165907          910.4385572
Commercial Loans                               8546                  21      0.73119576           2.28896064           17.6440716
Demand Deposits                             239,149                  21     166.4979253          521.2108966          4017.667328
General Ledger                                16990                  21       6.6509054           20.8202256           160.489239
Retail Loans                                 66,897                  21     29.26476162          91.61142768          706.1714217
Time Deposits                                 85781                  21     16.13883734          50.52157776          389.4371619
------------------------------------------------------------------------------------------------------------------------------------
Total Host Data                                                             439.7055919          1376.469679             6,201.85
Rate Per MB Downloaded                                                                                               $       0.80
------------------------------------------------------------------------------------------------------------------------------------
Monthly Data Collection Fee                                                                                          $      4,961
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      119
<PAGE>

                      Exhibit H - Remote Banking Services
                      -----------------------------------

   The Remote Banking Services Agreement executed May 5, 2000, (Addendum #5) is
incorporated into this Agreement with the intention that it shall form part of
the Agreement dated September 1, 2000, as amended through the date hereof
(collectively, the "Agreement").

1. Terms and Conditions.  All terms and conditions included in the above stated
   --------------------
   Addendum #5 shall remain in effect.

2. Fee Schedule.  Schedule H-1 shall provide the fee structure as of the
   ------------
   Effective Date of this Agreement.

3. Internet and E-mail Combined Access Per Seat Fee:
   ---------------------------------------------------

   (a)  0 - 350 seats = $15.00; 351 - 500 seats = $10.00; 500 - 1,000 seats =
        $5.00; over 1,000 seats will require a new negotiated fee.

                                      120
<PAGE>

              Exhibit H-1   Remote Banking Services Fee Schedule
              --------------------------------------------------

Internet Banking / Bill Payment Pricing:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                                                                    Initial to
         Item                         One Time Fees        Monthly Recurring Fees        Minimum     Authorize
------------------------------------------------------------------------------------------------------------------
Internet Banking Transactions
------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                <C>                          <C>        <C>
Account Processing Fee Setup             $27,500                                             $1,000
 for 1 IBS Bank                                             $  .50 per IB customer
*Retail accounts                                            $8.00 per IB customer
*Commercial DDA
------------------------------------------------------------------------------------------------------------------
Additional IBS Banks Setup Fees          $5,000/Bank
------------------------------------------------------------------------------------------------------------------
Quicken Transaction Access               $5,000 setup       Included in account processing fee
Money Transaction Access                 .QIF format
------------------------------------------------------------------------------------------------------------------
Internet Banking Transactions with Bill Payment Capabilities
*Requires one time fees for Internet Banking Transaction
*Internet Banking and Bill Pay will be linked to client's existing Web site. If none exists, Fiserv shall
 develop a Web site for Client upon reasonable request and quote associated fees.
*Internet access with or without e-mail is also available for Client use.
------------------------------------------------------------------------------------------------------------------
Bill Payment - Client handles            $ 7,500            $1.00 per IB or TB customer      $1,500
 backoffice                                                 $1.50 per IB and TB customer
------------------------------------------------------------------------------------------------------------------
Bill Payment - Fiserv handles
 backoffice                              $ 7,500            $3.75 per customer includes 10
Set-up Internal / TB                                        bill payments, plus $.20 for     $2,500
*ACH (Automated) Payments or                                each bill pay transaction
 direct debit/credit to account                              after 10.
*Check (Manual) Payments                 $400 per image

Digitized check signature/image
 required
------------------------------------------------------------------------------------------------------------------
Additional IBS Banks Bill                $5,000/Bank
 Payment Setup Fees
------------------------------------------------------------------------------------------------------------------
Out Of Pocket Expenses                   Billed directly to Client (e.g., postage, envelopes, checks)
------------------------------------------------------------------------------------------------------------------
On-line Merchant Database                Included in Bill   $0.02 per merchant record        $  100
                                         Payment Setup
------------------------------------------------------------------------------------------------------------------
Pre-populating Merchant Database         $   500            Per 50 merchant records
                                                            (Customer (Customer Supplied)
------------------------------------------------------------------------------------------------------------------
Bill Payment Application Telephone       $ 2,500
------------------------------------------------------------------------------------------------------------------
Demo Test Bank                           $1,000 per bank    $100
------------------------------------------------------------------------------------------------------------------
AutoOpen / AutoEnable                    $ 3,000            $0.50 per new customer
                                                            activation
------------------------------------------------------------------------------------------------------------------
24 X 7 Processing-Creation of            $5,000 per bank    $0.01 per account
stand-in files during host nightly
process cycles
------------------------------------------------------------------------------------------------------------------
Web Site Statistics                      $ 1,000            $225
------------------------------------------------------------------------------------------------------------------
Professional Services (e.g.,             $1,000 per person per day plus out of pocket expenses
Conversion, Training, Consulting)
------------------------------------------------------------------------------------------------------------------
</TABLE>

Web statistics are not billable if Fiserv hosts client's web site.
"IB" indicates Internet Banking Access; "TB" indicates Telephone Banking Access.

                                      121
<PAGE>

The Bill Payment monthly minimum shall commence upon the effective date of
Addendum #5.


                Addendum #5 - 3 - Remote Banking System Reports
                -----------------------------------------------

<TABLE>
<CAPTION>
           ----------------------------------------------------------------------------------------------
               Report No.                                      Report Name
           ----------------------------------------------------------------------------------------------
           Telephone Banking (Host-Based) Reports
           ----------------------------------------------------------------------------------------------
           <S>                             <C>
           TB320-01                        Merchant Payment History Report
           ----------------------------------------------------------------------------------------------
           TB320-01                        Valid Transfer Report
           ----------------------------------------------------------------------------------------------
           TB335-02                        Settlement Totals Report
           ----------------------------------------------------------------------------------------------
           TB500-05                        Customer Transaction History Report
           ----------------------------------------------------------------------------------------------
           TB700-06                        Merchant Directory Report
           ----------------------------------------------------------------------------------------------
           TB720-08                        Merchant Profile Report
           ----------------------------------------------------------------------------------------------
           TB310-13                        Transfer/Bill Payment Directory
           ----------------------------------------------------------------------------------------------
           TB320-14                        Merchant Payment Checks
           ----------------------------------------------------------------------------------------------
           TB320-15                        Check Register Report/Add'l Check Pages
           ----------------------------------------------------------------------------------------------
           TB320-16                        Merchant Notice of Deposit/Notice of Transit to ACH
           ----------------------------------------------------------------------------------------------
           TB320-17                        Payment/Transfer Exception Report
           ----------------------------------------------------------------------------------------------
           TB350-20                        Merchant Verification Form Report
           ----------------------------------------------------------------------------------------------
           TB410-21                        Customer Usage Report
           ----------------------------------------------------------------------------------------------
           TB600-26                        Annual Payment Summary Report
           ----------------------------------------------------------------------------------------------
           TB600-27                        Annual Summary Exception Report
           ----------------------------------------------------------------------------------------------
           TB310-30                        NSF Notices Report
           ----------------------------------------------------------------------------------------------
           TB310-31                        Merchant Verification Exception Report
           ----------------------------------------------------------------------------------------------
           TB750-36                        Active/Inactive Report
           ----------------------------------------------------------------------------------------------
           TB250-39                        Customer Batch Update Report
           ----------------------------------------------------------------------------------------------
           TB250-40                        Customer Batch Update Exception Report
           ----------------------------------------------------------------------------------------------
           TB255-41                        Merchant Batch Update Report
           ----------------------------------------------------------------------------------------------
           TB255-42                        Merchant Batch Update Exception Report
           ----------------------------------------------------------------------------------------------
           TB265-43                        Return Item Report
           ----------------------------------------------------------------------------------------------
           TB400-09                        Purged Accounts Report
           ----------------------------------------------------------------------------------------------
           TB430-19                        Branch Customer Report
           ----------------------------------------------------------------------------------------------
           TB720-48                        Purged Merchant Report
           ----------------------------------------------------------------------------------------------
           TB725-46                        Purged Merchant History Report
           ----------------------------------------------------------------------------------------------
           TB565-49                        Electronic Banking Statistics
           ----------------------------------------------------------------------------------------------
           Internet Banking (Browser-Based) Reports
           ----------------------------------------------------------------------------------------------
           n/a                             Webtrend Reports
           ----------------------------------------------------------------------------------------------
</TABLE>

                                      122
<PAGE>

                        Exhibit I - Additional Services
                        -------------------------------


The BankLink Addendum executed July 27,2000 (Addendum #4), is incorporated into
this agreement with the intention that it shall form part of the Agreement dated
September 1, 2000, as amended through the date hereof (collectively, the
"Agreement").

1.  Terms and Conditions:   All terms and conditions included in the above
    --------------------
stated Addendum #4 shall remain in effect.

                                      123
</TEXT>
</DOCUMENT>
