SC 13E3/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

(Amendment No. 1)

RULE 13e-3 TRANSACTION STATEMENT

(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

UNIFIED FINANCIAL SERVICES, INC.

(Name of the Issuer)

UNIFIED FINANCIAL SERVICES, INC.

(Name of Person(s) Filing Statement)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

N/A

(CUSIP Number of Class of Securities)

John S. Penn

President and Chief Executive Officer

Unified Financial Services, Inc.

2353 Alexandria Drive

Lexington, Kentucky 40504

(859) 514-6174

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Person(s) Filing Statement)

with copies to:

Joseph G. Connolly, Jr.

Hogan & Hartson L.L.P.

555 Thirteenth Street, N.W

Washington, D.C. 20004

(202) 637-5600

This statement is filed in connection with (check the appropriate box):

x	a.	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934.
¨	b.	The filing of a registration statement under the Securities Act of 1933.
¨	c.	A tender offer.
¨	d.	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: x

Check the following box if the filing is a final amendment reporting the results of the transaction: ¨

Calculation of Filing Fee

Transaction valuation(1)	Amount of filing fee(2)
$402,545	$81.00

(1) Pursuant to Rule 0-11(b) under the Securities Exchange Act of 1934, the value of the securities proposed to be acquired consists of the estimated $402,545 of cash to be paid in lieu of the issuance of fractional shares of common stock in the reverse stock split.

(2) The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the cash to be paid in lieu of fractional shares.

x Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:    $81.00                      

Form or Registration No.:    Schedule 13E-3      

Filing Party:    United Financial Services, Inc.    

Date Filed:    March 22, 2004

RULE 13e-3 TRANSACTION STATEMENT

INTRODUCTION

This Rule 13e-3 Transaction Statement on Schedule 13E-3 (together with the Exhibits and Schedules hereto, this “Schedule 13E-3”) is filed by Unified Financial Services, Inc., a Delaware corporation (the “Company”), pursuant to Section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3 thereunder. The Company is submitting to its in stockholders a proposal (the “Reverse Stock Split Proposal”) to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation that would provide for the conversion and reclassification of each 500 outstanding shares of the Company’s common stock into one share of common stock in a reverse stock split. In the reverse stock split, the common stockholders will receive one share of common stock for each share of 500 shares they hold immediately prior to the effective date of the reverse stock split, and they will receive cash in lieu of any fractional shares to which they would otherwise be entitled. The cash payment for the common stock will be equal to $11.00 per pre-split share.

The Reverse Stock Split Proposal is being made upon the terms and subject to the conditions set forth in the preliminary proxy statement for the Company’s 2004 annual meeting of stockholders (the “Annual Meeting”), filed concurrently with this Schedule 13E-3 (the “Proxy Statement”). The information in the Proxy Statement, including all annexes thereto, together with the proxy card, is expressly incorporated herein by reference in its entirety, and responses to each item herein are qualified in their entirety by the Proxy Statement and annexes thereto, including the proxy card. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Proxy Statement. The other purposes of the Annual Meeting is to elect one director to serve until the annual meeting of stockholders in 2007 and to transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Item 1. Summary Term Sheet

The information set forth in the Proxy Statement under the caption “Summary Term Sheet” is incorporated herein by reference.

Item 2. Subject Company Information

(a) Name and Address. The name of the subject company is Unified Financial Services, Inc. (the “Company”). The Company is a Delaware corporation with its principal place of business located at 2353 Alexandria Drive, Lexington, Kentucky 40504. The Company’s telephone number is (859) 514-6174.

(b) Securities. As of March 2, 2004, there were 2, 826, 117 shares of common stock, $0.01 par value per share, of the Company outstanding.

(c) Trading Market and Price. There is no established trading market for shares of the Company’s common stock.

(d) Dividends. The Company has not paid any dividends on shares of the Company’s common stock during the past two years.

(e) Price Stock Purchases. The information set forth in the Proxy Statement under the caption “Market for Our Common Stock and Our Recent Common Stock Purchases” is incorporated herein by reference.

Item 3. Identity and Background of Filing Person

(a) Name and Address. The filing person, the Company, is also the subject company, with its address and telephone number provided in Item 2(a) above. The information set forth in the Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference. The name of each director and executive officer of the Company is incorporated by reference to the sections of the Proxy Statement under the captions “Election of Directors” and “Compensation of Executive Officers—Summary Compensation Table,” respectively. The address of each director and executive officer of the Company is 2353 Alexandria Drive, Lexington, Kentucky 40504.

(b) Business and Background of Entities. Not applicable.

(c) Business and Background of Natural Persons.

The name of each director and executive officer of the Company is incorporated by reference to the sections of the Proxy Statement under the captions “Election of Directors” and “Compensation of Executive Officers—Summary Compensation Table,” respectively. The address of each director and executive officer of the Company is 2353 Alexandria Drive, Lexington, Kentucky 40504.

To the Company’s knowledge, none of the Company’s directors or executive officers has been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors) or has been a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. Each of the Company’s directors and executive officers is a citizen of the United States.

Item 4. Terms of the Transaction

(a)(1) Tender Offers. Not applicable.

(a)(2) Mergers or Similar Transactions. The information set forth in the Proxy Statement under the captions “Summary Term Sheet,” “Special Factors—Background of the Transaction,” “Special Factors—Purposes of and Reasons for the Reverse Stock Split,” “Special Factors—Alternatives Considered,” “Special Factors—Fairness of the Reverse Stock Split,” “Special Factors—Opinion of Financial Advisor,” “Special Factors—Federal Income Tax Consequences of the Reverse Stock Split,” “Special Factors—Financial Information—Pro Forma Balance Sheet” and “Special Factors—Description of the Reverse Stock Split—Vote Required” are incorporated herein by reference.

(c) Different Terms. The information set forth in the Proxy Statement under the captions “Special Factors—Financial Effects of the Reverse Stock Split” and “Special Factors—Fairness of the Reverse Stock Split” are incorporated herein by reference.

(d) Appraisal Rights. The information set forth in the Proxy Statement under the caption “Summary Term Sheet—General—Appraisal Rights” is incorporated herein by reference.

(e) Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the caption “Special Factors—Fairness of the Reverse Stock Split” is incorporated herein by reference.

(f) Eligibility for Listing or Trading. Not applicable.

Item 5. Past Contracts, Transactions, Negotiations and Agreements

(a) Transactions. Not applicable.

(b) Significant Corporate Events. Not applicable.

(c) Negotiations or Contacts. Not applicable.

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the captions “Special Factors—Description of the Reverse Stock Split—Market for Our Common Stock and Our Recent Common Stock Purchases,” “Compensation of Executive Officers” and “Security Ownership of Certain Beneficial Owners and Management” are incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals

(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the captions “Summary Term Sheet” and “Special Factors—Effects of the Reverse Stock Split” are incorporated herein by reference.

(c)(1)-(8) Plans. The information set forth in the Proxy Statement under the captions “Summary Term Sheet,” “Special Factors—Effects of the Reverse Stock Split,” and “Special Factors—Description of the Reverse Stock Split” are incorporated herein by reference.

Item 7. Purposes, Alternatives, Reasons and Effects

(a)-(c) Purposes. The information set forth in the Proxy Statement under the captions “Summary Term Sheet—Purposes of and Reasons for the Reverse Stock Split,” “Special Factors—Background of the Transaction,” “Special Factors—Purposes of and Reasons for the Reverse Stock Split,” “Special Factors—Alternatives Considered,” “Special Factors-Fairness of the Reverse Stock Split,” and “Special Factors—Recommendation of the Board of Directors” are incorporated herein by reference.

(d) Effects. The information set forth in the Proxy Statement under the captions “Summary Term Sheet—Purposes of and Reasons for the Reverse Stock Split,” “Special Factors—Purposes of and Reasons for the Reverse Stock Split,” “Special Factors—Alternatives Considered,” “Special Factors—Effects of the Reverse Stock Split,” “Special Factors—Effects of the Reverse Stock Split on Our Stockholders,” “Special Factors—Fairness of the Reverse Stock Split” and “Special Factors—Federal Income Tax Consequences of the Reverse Stock Split” are incorporated herein by reference.

Item 8. Fairness of the Transaction

(a) Fairness. The information set forth in the Proxy Statement under the captions “Special Factors—Effects of the Reverse Stock Split,” “Special Factors—Effects of the Reverse Stock Split on Our Stockholders,” and “Special Factors—Fairness of the Reverse Stock Split” are incorporated herein by reference.

(b) Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the captions “Special Factors—Background of the Transaction,” “Special Factors—Purposes of and Reasons for the Reverse Stock Split,” “Special Factors—Alternatives Considered,” “Special Factors—Effects of the Reverse Stock Split,” “Special Factors—Effects of the Reverse Stock Split on Our Stockholders,” “Special Factors—Fairness of the Reverse Stock Split” and “Special Factors—Opinion of Financial Advisor” are incorporated herein by reference.

(c) Approval of Security Holders. The information set forth in the Proxy Statement under the caption “Special Factors—Description of the Reverse Stock Split—Vote Required” is incorporated herein by reference.

(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the caption “Special Factors—Fairness of the Reverse Stock Split” is incorporated herein by reference.

(e) Approval of Directors. The information set forth in the Proxy Statement under the caption “Special Factors—Recommendation of the Board of Directors” is incorporated herein by reference.

(f) Other Offers. Not applicable.

Item 9. Reports, Opinions, Appraisals and Negotiations

(a) Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the caption “Special Factors—Opinion of Financial Advisor” is incorporated herein by reference.

(b) Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the caption “Special Factors—Opinion of Financial Advisor” and in Annex B to the Proxy Statement are incorporated herein by reference.

(c) Availability of Documents. The full text of the written opinion of Duff & Phelps, LLC, dated March     , 2004, is attached to the Proxy Statement as Annex B. The fairness opinion of Duff & Phelps, LLC is available for inspection and copying at the Company’s principal executive officer during its regular business hours by any interested common stockholder of the Company or by a representative of such stockholder who has been so designated in writing by such stockholder.

Item 10. Source and Amounts of Funds or Other Considerations

(a) Source of Funds. The information set forth in the Proxy Statement under the caption “Special Factors—Source of Funds and Expenses” is incorporated herein by reference.

(b) Conditions. None.

(c) Expenses. The information set forth in the Proxy Statement under the captions “Special Factors—Source of Funds and Expenses” and “Special Factors—Financial Effects of the Reverse Stock Split” are incorporated herein by reference.

(d) Borrowed Funds. Not applicable.

Item 11. Interest in Securities of the Subject Company

(a) Securities Ownership. The information set forth in the Proxy Statement under the captions “Compensation of Executive Officers” and “Security Ownership of Certain Beneficial Owners and Management” are incorporated herein by reference.

(b) Securities Transactions. The information set forth in the Proxy Statement under the caption “Special Factors—Description of the Reverse Stock Split—Market for Our Common Stock and Our Recent Common Stock Purchases” is incorporated herein by reference.

Item 12. The Solicitation or Recommendation

(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the caption “Recommendation of the Board of Directors” is incorporated herein by reference.

(e) Recommendation of Others. The information set forth in the Proxy Statement under the caption “Recommendation of the Board of Directors” is incorporated herein by reference.

Item 13. Financial Statements

(a) Financial Information. The information set forth in the Proxy Statement under the caption “Special Factors—Financial Information” is incorporated herein by reference.

(b) Pro Forma Information. The information set forth in the Proxy Statement under the caption “Special Factors—Financial Information” is incorporated herein by reference.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

(a) Solicitations or Recommendations. None.

(b) Employees and Corporate Assets. The information set forth in the first paragraph of the Proxy Statement under the caption “General information” is incorporated herein by reference.

Item 15. Additional Information

(b) Other Material Information. The information set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, including all exhibits thereto, filed with the Securities and Exchange Commission on March 2, 2004 is incorporated herein by reference.

Item 16. Exhibits

(a)(1) Preliminary Proxy Statement relating to the annual meeting of stockholders filed with the Securities and Exchange Commission on March 22, 2004.*

(a)(2) Revised Preliminary Proxy Statement relating to the annual meeting of stockholders filed with the Securities and Exchange Commission on April 11, 2004.*

(a)(3) Revised Preliminary Proxy Statement relating to the annual meeting of stockholders filed with the Securities and Exchange Commission concurrently with this filing (incorporated herein by reference to the Revised Preliminary Proxy Statement on Schedule 14A filed concurrently with this Amendment No. 1 to Schedule 13E-3).

(b) None.

(c)(1) Opinion of Duff & Phelps, LLC (incorporated herein by reference to Annex B of the Revised Preliminary Proxy Statement on Schedule 14A listed as exhibit (a)(3) to this Schedule 13E-3).

(c)(2) Presentation of Duff & Phelps, LLC to the Board of Directors on March 5, 2004 (incorporated herein by reference to the report listed as exhibit (c)(2) to the Schedule 13E-3 filed with the Securities and Exchange Commission on March 22, 2004).*

(c)(3) Presentation of Duff & Phelps, LLC to the Board of Directors on July 1, 2003.

(d) None.

(e) None.

(f) None.

(g) None.

(h) None.

*Previously filed.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

UNIFIED FINANCIAL SERVICES, INC.
By:	/s/    John S. Penn
	John S. Penn President and Chief Executive Officer

Dated: April 22, 2004

EX-99.(C)(3)

Review

of

Strategic Alternatives

July 1, 2003

DUFF&PHELPS, LLC

311 SOUTH WACKER DRIVE, SUITE 4200 CHICAGO, ILLINOIS 60606 312-697-4600 FAX 312-697-0115

The information contained herein is of a confidential nature and is intended for the exclusive use of the persons or firm to whom it is furnished by us. Reproduction, publication, or dissemination of portions hereof may not be made without prior approval of Duff & Phelps, LLC.

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DUFF&PHELPS,LLC

Table of Contents

I. Introduction

II. Pro Forma Analysis reflecting Sale of Unified Banking Company

III. Restructuring Alternatives

A. Split of Company into Trust and Fund Services

B. Employee Buyout of Fund Services

C. Remain in Current Corporate Structure

D. Summary Comparison

IV. Share Buyback

V. Recommendations

Appendix

A. Discounted Cash Flow Analysis as of December 31, 2002

Trust

Fund Services

B. Comparable Company Analysis as of December 31, 2002

C. Premiums Paid for Self Tender Offers

D. Review of Sale Alternatives

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DUFF&PHELPS,LLC

I. Introduction

Duff & Phelps, LLC (“Duff & Phelps”) has been retained as independent financial advisor to Unified Financial Services, Inc. (“Unified Financial”) to provide an analysis of particular alternatives to maximize shareholder value, among other items. Specifically Duff & Phelps has been retained to provide an analysis of:

a split-off of the Company into two main business lines, including trust/wealth management (“Trust”) and fund services (“Fund Services”);

an employee buyout of Fund Services;

whether a repurchase of shares of common stock is a reasonable use of the Company’s capital; and

a fair price for the repurchase of such shares of common stock in a tender offer made to all stockholders of the Company.

We did not consider sale of either Trust or Fund Services to a third-party buyer. Both scenarios were determined not to be a good way to maximize shareholder value.

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DUFF&PHELPS,LLC

II. Pro Forma Analysis

The balance sheet below is pro forma for the sale of Unified Banking and indicates a book value per share of $6.00

Current Assets

Cash and Cash equivalents 13,438,369 $

Accounts Receivable 5,700,044

Intercompany Receivable (1,600,000)

Other Current Assets 647,732

Total Current Assets 18,186,145

Fixed Assets 1,232,865

Non-Current Assets 1,127,605

Total Assets 20,546,615

Current Liabilities

Accounts Payable & Accrued Expenses 1,493,717

Other Current Liabilities 2,008,531

Total Current Liabilities 3,502,248

Long Term Liabilities 57,570

Total Liabilities 3,559,818

Stockholders’ Equity

Common Stock 32,793

Additional paid-in capital 15,704,897

Retained Earnings 1,249,107

Total Stockholders’ Equity 16,986,797

Total Liabilities and Stockholders’ Equity 20,546,615 $

Book Value Per Share 6.00 $

2,829,246 shares outstanding

Unified Financial Services, Inc.

Pro Forma Balance Sheet—March 31, 2003

Pro Forma Balance Sheet – March 31, 2003

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DUFF&PHELPS,LLC

II. Pro Forma Analysis

Pro Forma Valuation Summary

Based on the DCF and public peer company analyses, we believe that the enterprise value of Unified Financial will range between $13.4 million and $17.1 million with a midpoint of $15.3 million (rounded to $15.5 million) as of December 31, 2003. This assumes the Company performs according to expectation and that there are no extreme movements in the capital markets.

We arrived at this value by considering the range of both the DCF and public peer company values for each of the companies that comprise Unified Financial. The enterprise value conclusions appear on the following page.

To determine the Equity Value from Operations of Unified Financial, the value of other corporate assets was added to the enterprise value. The additions to value appear in the table below. The resulting Equity Value from Operations is $29.3 million. The value per share is $10.30, or a range of $9.75 per share to $11.00 per share.

Value will increase by 17% from $8.80 (before 5% marketability discount) as of December 31, 2003.

Enterprise Value 15,500,000 $

Less: Debt -

Plus: Excess Cash 9,000,000

Plus: Premium Finance Value 1,800,000

Plus: PV of Net Operating Loss Carry Forward 3,000,000

Equity Value from Operations (as if public) 29,300,000 $

Shares Outstanding 2,829,246

Marke table Minority Inte re st Pe r Share Value $10.31

Unified Financial Se rvice s, Inc.

Valuation Summary as of De cembe r 31, 2003

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DUFF&PHELPS,LLC

II. Pro Forma Analysis

Pro Forma Valuation Summary – As of December 31, 2003

All values shown for each individual business are before any negative impact of corporate expenses.

On this page the aggregate value impact of these corporate expenses are shown at the bottom.

Low Mid High Low Mid High

Unified Fund Services

Comparable Company Enterprise Value Range 9,793.6 $ 10,724.4 $ 11,655.1 $

DCF Enterprise Value Range 10,000.0 $ 11,000.0 $ 12,000.0 $ 10,000.0 $ 11,000.0 $ 12,000.0 $

Unified Trust Company, N.A.

Comparable Company Enterprise Value Range 4,497.1 $ 5,261.1 $ 6,025.1 $

DCF Enterprise Value Range 6,900.0 $ 7,700.0 $ 8,900.0 $ 6,500.0 $ 7,500.0 $ 8,500.0 $

Fiduciary Counsel

Comparable Company Enterprise Value Range 1,673.9 $ 1,935.3 $ 2,196.7 $

DCF Enterprise Value Range 1,900.0 $ 2,100.0 $ 2,300.0 $ 2,000.0 $ 2,150.0 $ 2,300.0 $

Unified Financial Securities

Comparable Company Enterprise Value Range N/A N/A N/A

DCF Enterprise Value Range 267.6 $ 271.0 $ 275.2 $ 270.0 $ 275.0 $ 280.0 $

Consolidated Enterprise Value of Unified Financial Services

Aggregate Enterprise Value Range 18,770.0 $ 20,925.0 $ 23,080.0 $

Value Impact of Corporate Expenses (5,383.4) $ (5,665.6) $ (5,984.9) $

Enterprise Value Conclusion 13,386.6 $ 15,259.4 $ 17,095.1 $

Unified Financial Services, Inc.

Summary of Conclusions ($            in 000’s)

December 31, 2003

Enterprise Value Ranges Enterprise Value Conclusion

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DUFF&PHELPS,LLC

II. Pro Forma Analysis

Based on the March 31, 2003 balance sheet, we estimated Unified Financial to have approximately $9

million of excess capital (or capital which is not necessary to fund operations).

We will discuss the use of this cash later in the report

Cash at Holding Company $4.0 million

Plus:

Sale of Bank 7.5

Less:

Contract, severances, profit plans (2.5)

Excess Capital (Rounded) $9.0 million

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DUFF&PHELPS,LLC

III. Restructuring Alternatives

Currently, Unified Financial operates through a holding company structure (“Holdings”)

Trust Fiduciary

Counsel

Broker/Dealer Fund

Services

Unified

Financial

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DUFF&PHELPS,LLC

III. Restructuring Alternatives

The Company is considering various restructuring alternatives

A. Split Unified Financial into two separate companies: (i) Trust/Fiduciary Counsel and (ii) Fund Services (including

Broker/Dealer) and operate these businesses independently. Shareholders exchange one share of Unified Financial

for shares each of Trust and Fund Services. Simultaneously, Unified Financial would complete a tender offer/stock

buyback to reduce its shareholder base and eliminate SEC filing requirements.

B. Sell Fund Services to its employees (which would also reduce number of shareholders to less than 300).

C. Do nothing and remain in current corporate structure.

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DUFF&PHELPS,LLC

III. Restructuring Alternatives

A. Split of Company into Trust and Fund Services

Holdings

Trust/

Fiduciary Counsel

Fund Services

Broker/Dealer

Shareholders

Common Stock Common Stock

Common Stock

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DUFF&PHELPS,LLC

III. Restructuring Alternatives

A. Split of Company into Trust and Fund Services

Allocation of holding company asset/liabilities and expenses to Trust and Fund Services.

Fund

Budget 2003 Holdings Trust Services

Chairman $240,000 $240,000

Office of President 350,000 350,000

Financial 300,000 300,000

Compliance 100,000 100,000

Legal 500,000 200,000 1

Information 30,000 30,000

$1,520,000 $350,000 $870,000

1 Expected to decline after possible buyout of certain contracts.

Allocation of Holdings Expenses to Trust and Fund Services

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DUFF&PHELPS,LLC

III. Restructuring Alternatives

A. Split of Company into Trust and Fund Services

Assets and liabilities at Holdings include

Cash

NOL

Lawsuits

Other Liabilities:

Gallagher Indemnifications

Bank Indemnifications

Options

VSX

Commonwealth Premium Finance (CPF)

???

Except for cash, NOLs and CPF, Duff & Phelps has made no assumptions regarding the allocations of these

assets/liabilities. They do not impact the intrinsic value of Trust and Fund Services, and as such would be a

subtraction or addition to value. Either Trust or Fund Services would likely assume Holdings structure.

Simultaneously, complete a buyback of shares to reduce the number of shareholders to less than 300 (see Section V).

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DUFF&PHELPS,LLC

III. Restructuring Alternatives

A. Split of Company into Trust and Fund Services

Prior to the split into Trust and Fund Services a share buyback will be executed to decrease the number of shareholders.

With fewer shareholders, the Company will no longer be required to publicly file financial statements. For demonstration

purposes, we chose $5 million as the aggregate size of the buyback. Over $5 million (including CPF) of cash will remain

after the buyback which we believed should be sufficient for Trust and Fund Services. However, the actual size of the

buyback will be dependent upon cash necessary for the split of the Company.

With $5.0 million of cash allotted for a share buyback and a purchase price of $10.30, the number of shares outstanding will

decrease to 2.3 million.

Cash allotted for share buyback 5,000,000 $

Purchase price $10.31

Shares outstanding prior to buyback 2,829,246

Shares purchased in buyback 484,789

Share s outstanding afte r buyback 2,344,457

Unifie d Financial Se rvice s, Inc.

Share Buyback

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DUFF&PHELPS,LLC

III. Restructuring Alternatives

A. Split of Company into Trust and Fund Services

The Net Operating Losses (NOLs) are assumed to remain with Fund Services, while Trust will retain Commonwealth

Premium Finance. Excess cash is allocated to equalize the value of the two separate companies. However, the cash

allocation will be based upon capital cushion determined necessary for each business on a stand-alone basis. Also, the

enterprise value for each business has been reduced to reflect the impact of the allocated holding Company expenses.

Enterprise Value before Corporate Expenses 1 11,220,000 $

Capitalized Corporate Expenses 2 (4,100,000)

Ente rprise Value 7,120,000 $

Less: Debt -

Plus: PV of Net Operating Loss Carry Forward 3,000,000

Plus: Excess Cash 2,010,000

Equity Value from Operations (as if public) 12,090,000 $

Shares Outstanding 2,344,457

Marke table Minority Inte re st Pe r Share Value $5.16

1 See page 6

2 Corporate expenses of $870,000 ($565,000 after-tax) capitalized at 16% as of 12/31/03

Enterprise Value before Corporate Expenses 1 9,870,000 $

Capitalized Corporate Expenses 2 (1,570,000)

Ente rprise Value 8,300,000 $

Less: Debt -

Plus: Premium Finance Value 1,800,000

Plus: Excess Cash 1,990,000

Equity Value from Operations (as if public) 12,090,000 $

Shares Outstanding 2,344,457

Marke table Minority Inte re st Pe r Share Value $5.16

1 See page 6

2 Corporate expenses of $350,000 ($227,000 after-tax) capitalized at 17% as of 12/31/03

Unifie d Trust Company & Fiduciary Counse l

Valuation Summary (Post Split Transaction) as o f De cembe r 31, 2003

Unifie d Fund Se rvice s, Inc.

Valuation Summary (Post Split Transaction) as o f De cembe r 31, 2003

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DUFF&PHELPS,LLC

III. Restructuring Alternatives

A. Split of Company into Trust and Fund Services

On the next two pages the post-split values of Fund Services and Trust on a stand-alone basis at December 2003 and 2005

are shown. We focus on 2005 as two years should be a long enough period for the Company to achieve any restructurings.

The DCF analysis of Fund Services results in an equity value of $20.1 million at the end of 2005. The enterprise value as of

12/31/03 grows at the cost of equity (value of non-operation assets does not increase) to determine the equity value as of

12/31/05. This analysis implies the valuation multiples listed in the following table. Part of the increase in value relates to

the improvement in profitability. Fund Services is forecast to achieve EBITDA margin of 21.0% in 2005, even after

consideration of allocated corporate expenses.

Fund Services Implied Valuation Multiples

Performance 12/31/2003 12/31/2005

Equity Value 12,090.0 $ 20,070.0 $

Equity Value Per Share 5.16 $ 8.56 $

Projected 2003 EBITDA 914.8 $ 12.3x NA

Projected 2004 EBITDA 1,258.5 $ 8.9x NA

Projected 2003 Revenues 7,322.7 $ 1.5x NA

Projected 2005 EBITDA 1,801.4 $            NA 8.4x

Projected 2006 EBITDA 2,072.1 $            NA 7.3x

Projected 2005 Revenues 9,616.2 $            NA 1.6x

Unified Fund Services, Inc.

Valuation Summary ($            in 000’s)

12/31/2003 & 12/31/05

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DUFF&PHELPS,LLC

III. Restructuring Alternatives

A. Split of Company into Trust and Fund Services

The DCF analysis of Trust/Fiduciary Counsel results in an equity value of $15.2 million at the end of 2005. The

enterprise value as of 12/31/03 grows at the cost of equity (value of non-operating assets does not increase) to determine

the equity value as of 12/31/05. This analysis implies the valuation multiples listed in the following table.

Trust / FC Implied Valuation Multiples

Performance 12/31/2003 12/31/2005

Equity Value 12,090.0 $ 15,150.0 $

Equity Value Per Share 5.16 $ 6.46 $

Projected 2003 EBITDA 457.3 $            NM NA

Projected 2004 EBITDA 1,034.7 $ 9.5x NA

Projected 2003 Revenues 7,020.6 $ 1.4x NA

Projected 2005 EBITDA 1,412.9 $            NA 9.6x

Projected 2006 EBITDA 1,741.2 $            NA 7.8x

Projected 2005 Revenues 9,345.1 $            NA 1.4x

Unified Trust Company & Fiduciary Counsel

Valuation Summary ($            in 000’s)

12/31/2003 & 12/31/05

- 17 -

DUFF&PHELPS,LLC

III. Restructuring Alternatives

A. Split of Company into Trust and Fund Services

Duff & Phelps valuation of Unified Financial as of December 31, 2002 was a sum of the parts analysis, therefore,

there should be no value creation by breaking up the Company into its pieces.

However, there are reasons to split up Unified Financial which could create value:

Easier to attract merger/strategic partners. On the following pages we present analysis of a merger partner for

Trust and Fiduciary Counsel. In particular, a merger for Fiduciary Counsel may be a solution for its difficult

situation

Increase employee motivation.

- 18 -

DUFF&PHELPS,LLC

III. Restructuring Alternatives

A. Split of Company into Trust and Fund Services

Merger with Trust and Fiduciary Counsel

Any merger of a trust or wealth management company would be done on same valuation basis as Trust and

Fiduciary Counsel. Therefore, we assume there would be no value creation from merger.

Value creation would be derived from:

(i) Revenue or cost synergies; and/or

(ii) Valuation multiple expansion due to increased scale of business.

On the following pages we show value creation from a potential merger of Trust with Trust Company of

Knoxville (“TCK”), which is one of three identified merger partners for Trust, and from a potential merger of

Fiduciary Counsel with DNB.

- 19 -

DUFF&PHELPS,LLC

III. Restructuring Alternatives

A. Split of Company into Trust and Fund Services

Merger with Trust and Fiduciary Counsel ($            in millions)

2003 Budget TCK Trust Combined

Net Revenues $4.1 $4.3 $8.4

Comp/Benefits (2.2) (2.5) (4.7)

Other (1.1) (1.5) (2.6)

Pre-Tax $0.8 $0.3 $1.1

% Margin 19.5% 7.0% 13.1%

Assets Under Management $625 $650 $1,275

Fiduciary

2003 Budget1 DNB Counsel Combined

Net Revenues $1.5 $1.5 $3.0

Comp/Benefits (0.9) (0.8) (1.7)

Other (0.7) (0.6) (1.3)

Pre-Tax (0.1) 0.1 0.0

% Margin NM 7.0% 0.0%

Assets Under Management $135 $225 $360

12002 actual for DNB

- 20 -

DUFF&PHELPS,LLC

III. Restructuring Alternatives

A. Split of Company into Trust and Fund Services

Merger with Trust and Fiduciary Counsel ($in millions)

2003 Budget Combined Eliminations1 Pro Forma

Net Revenues $8.40 $0 $8.40

Comp/Benefits (4.70) 0.24 (4.46)

Other (2.60) 0.26 (2.34)

Pre-Tax $1.10 $0.50 $1.60

% Margin 13.1% 19.0%

1

Assumes compensation/benefits reduced 5% and other (

including software) reduced 10%.

2002/2003 Budget Combined Eliminations1 Pro Forma

Net Revenues $3.00 $0 $3.00

Comp/Benefits (1.70) 0.17 (1.53)

Other (1.30) 0.26 (1.04)

Pre-Tax 0 $0.43 $0.43

% Margin 0% 14.3%

1 Assumes compensation/benefits reduced 10% and other (including occupancy)

reduced 20%.

Trust Fiduciary Counsel

- 21 -

DUFF&PHELPS,LLC

III. Restructuring Alternatives

A. Split of Company into Trust and Fund Services

Value Creation from Cost Savings only ($            in millions)

Range of

Cost Savings Multiple

Trust

Value Increase

$0.50 6.0x $3.0

$1.00 6.0x $6.0

Range of

Cost Savings Multiple

Fiduciary Counsel

Value Increase

$0.40 6.0x $2.4

$0.70 6.0x $4.2

- 22 -

DUFF&PHELPS,LLC

III. Restructuring Alternatives

A. Split of Company into Trust and Fund Services

The proposed merger partners for Unified Trust and Fiduciary Counsel are valued equally to the respective Unified business

lines based on their equivalent revenue and asset bases. Assuming no immediate value creation, the equity value of the postmerger

company would be $22.0 million. The merger would require an issuance of 1.9 million shares resulting in shares

outstanding of 4.3 million.

Through the contribution of excess cash and CPF, Trust can retain its controlling interest of the combined entity.

Unified Trust Company Enterprise Value (see pg 6) 7,750,000 $

Trust Company of Knoxville Enterprise Value 7,750,000             

Consolidated Trust Company Enterprise Value 15,500,000 $

Fiduciary Counsel Enterprise Value (see pg 6) 2,110,000 $

DNB Enterprise Value 2,110,000             

4,230,000

Capitalized Corporate Expenses 1 (1,570,000)

Premium Finance Value 1,800,000

Excess Cash 1,990,000

Equity Value from Operations (as if public) 21,950,000 $

Pre-Merger Shares Outstanding 2,344,457

Shares Issued 1,912,022             

Shares Outstanding 4,256,479

Original Unified Share holder Owne rship Pe rce ntage 55.1%

Original Unifie d Share holde r Equity Value 12,090,000

Marke table Minority Inte re st Pe r Share Value $5.16

1 Corporate expenses of $350,000 ($227,000 after-tax) capitalized at 17% as of 12/31/03 — See page 14

Unifie d Trust Company & Fiduciary Counse l

Valuation Summary (Post Me rge r) as o f De cembe r 31, 2003

- 23 -

DUFF&PHELPS,LLC

III. Restructuring Alternatives

A. Split of Company into Trust and Fund Services

Applying valuation multiples used in the December 2002 valuation of Unified Trust to the projected cost savings, the

merger of Unified Trust and the Trust Company of Knoxville would increase value between $3 million and $6 million.

Applying valuation multiples used in the December 2002 valuation of Fiduciary Counsel to the projected cost savings, the

merger of Fiduciary Counsel and DNB would increase value between $2.4 million and $4.2 million.

For demonstration, we assume these mergers occur at December 31, 2003 and cost eliminations are realized immediately.

The resulting equity value of the combined firms would be between $27.4 million and $32.2 million.

Low High

Post Merger Equity Value 21,950,000 $ 21,950,000 $

Trust Cost Savings Value Added 3,000,000 6,000,000

Fiduciary Cost Savings Value Added 2,400,000 4,200,000

Equity Value from Operations (as if public) 27,350,000 $ 32,150,000 $

Original Shareholder Ownership Percentage 55.1% 55.1%

Original Unifie d Share holde r Equity Value 15,070,000 $ 17,710,000 $

Marke table Minority Inte re st Pe r Share Value 6.43 $ 7.55 $

Unifie d Trust Company & Fiduciary Counse l

Valuation Summary (Me rge r Value Adde d) as of De cembe r 31, 2003

- 24 -

DUFF&PHELPS,LLC

III. Restructuring Alternatives

A. Split of Company into Trust and Fund Services

The merger analysis of Trust / Fiduciary Counsel results in an equity value range of $36.1 million to $42.6 million at the

end of 2005. The enterprise value as of 12/31/03 grows at the cost of equity (value of non-operating assets does not

increase) to determine the equity value as of 12/31/05. This analysis implies the valuation multiples listed in the following

table.

The per share value on a stand-alone basis increases from $5.16 to the midpoint of the low and high value of $9.24 by the

end of 2005, which represents a 79% increase. There could be additional value realized for size and scale which has not

been factored into the analysis.

Trust / FC Implied Valuation Multiples

Performance 12/31/2003 12/31/2005

Low High Low High

Equity Value 27,350.0 $ 32,150.0 $ 36,050.0 $ 42,620.0 $

Original Shareholder Equity Value 15,070.0 $ 17,710.0 $ 19,850.0 $ 23,470.0 $

Marketable Minority Interest Per Share Value 6.43 $ 7.55 $ 8.47 $ 10.01 $

Projected 2003 EBITDA 2,193.3 $ 11.5x 13.6x NA NA

Projected 2004 EBITDA 2,532.8 $ 9.9x 11.8x NA NA

Projected 2003 Revenues 14,041.3 $ 1.8x 2.1x NA NA

Projected 2005 EBITDA 2,928.3 $            NA NA 11.7x 14.0x

Projected 2006 EBITDA 3,263.1 $            NA NA 10.5x 12.6x

Projected 2005 Revenues 18,690.3 $            NA NA 1.8x 2.2x

Unified Trust Company & Fiduciary Counsel

Valuation Summary—Merger Value Added ($            in 000’s)

12/31/2003 & 12/31/05

- 25 -

DUFF&PHELPS,LLC

III. Restructuring Alternatives

A. Split of Company into Trust and Fund Services

Advantages

Shareholders still own two companies and receive benefits of diversification. Involves no betting on Trust or

Fund Services.

Easier to attract merger/strategic partners-potential for value creation from synergies.

Significant increase in assets under management and achievement of greater scale.

As a large company, would be made more attractive as an acquisition candidate and be valued at higher

valuation multiples.

Increase employee motivation.

Disadvantages

Extremely complex to allocate asset/liabilities at holding company structure

No value creation by breaking up the Company into pieces as a single event

Execution Risks

Ability to increase profitability at Fund Services

Who is in control of Trust/Fiduciary Counsel merger entities?

Integration Problems with Trust/Fiduciary Counsel merger partners

Additional expenses incurred from having two Boards of Directors, additional Director & Officer insurance,

etc.

- 26 -

DUFF&PHELPS,LLC

III. Restructuring Alternatives

B. Employee Buyout of Fund Services

Fund Services

Broker/Dealer

LIACO1

Holdings

Unified Financial NEWCO

Employee

Shareholders

1,061,849 shares

of Unified Financial

@ $10.30/share

1,061,849 shares of

Unified Financial

1,061,849 shares of

NEWCO

1 To-be-formed liability subsidiary.

- 27 -

DUFF&PHELPS,LLC

III. Restructuring Alternatives

B. Employee Buyout of Fund Services

Steps

Employee shareholders (28) contribute 1,061,849 shares of Unified Financial to NEWCO.

NEWCO exchanges 1,061,849 shares of Unified Financial for 100% of the stock of Fund Services, Securities, to

be formed liabilities subsidiary to house some of contingent liabilities now at Holdings called LIACO and

Holdings itself.

Unified Financial purchases these shares into treasury.

Stock consideration to NEWO currently estimated at approximately $11.0 million (at $10.30) in exchange for

purchase of Fund Services currently estimated at $7.12 million.

Valuation of LIACO as well as NOLs and allocation of excess capital at Holdings necessary to equalize purchase

price and value of stock consideration.

On the following page we only use NOLs and excess capital at Holdings to equalize valuations. Dependent upon

the value of NOLs and capital requirements of Fund Services, the allocation of cash may be greater.

- 28 -

DUFF&PHELPS,LLC

III. Restructuring Alternatives

B. Employee Buyout of Fund Services

An employee buyout of Fund Services at $10.30 per share implies a valuation of $11.00 million for Fund Services. To

equalize company value to the value of consideration, $870,000 of excess cash is required. This assumes that the NOLs

remain with Fund Services.

Value o f Conside ration

Unified Financial Services per share value as of 12/31/03 10.31 $

Shares held by Fund Services employees 1,061,849             

Total Value of Consideration 10,950,000 $

Unifie d Fund Se rvice s Value

Enterprise Value as of 12/31/03 (see pg 14) 7,120,000

PV of Net Operating Loss Carry Forward 3,000,000

Excess Cash Required 870,000—            

Total Value of Unified Fund Services 10,950,000 $

Equity Value from Operations (as if public) 10,950,000 $

Shares Purchased 1,061,849

Unifie d Fund Se rvice s, Inc.

Employe e Buyout Analysis

- 29 -

DUFF&PHELPS,LLC

III. Restructuring Alternatives

B. Employee Buyout of Fund Services

After the buyout of Fund Services, Unified Trust / Fiduciary Counsel would be valued at $13.2 million. The per share value

is $10.30 based on the remaining shares outstanding of 1.3 million.

Ente rprise Value (se e pg 14) 8,300,000 $

Less: Debt -

Plus: Premium Finance Value 1,800,000

Plus: Excess Cash 3,131,000

Equity Value from Operations (as if public) 13,230,000 $

Shares Outstanding 1,282,608

Marke table Minority Inte re st Pe r Share Value $10.31

Unifie d Trust Company & Fiduciary Counse l

Valuation Summary (Post Buyout) as of De cembe r 31, 2003

- 30 -

DUFF&PHELPS,LLC

III. Restructuring Alternatives

B. Employee Buyout of Fund Services

The proposed merger partners for Unified Trust and Fiduciary Counsel are valued equally to the respective Unified business

lines based on their equivalent revenue and asset bases. Assuming no immediate value creation, the equity value of the postmerger

company would be $23.1 million. The merger would require an issuance of 0.9 million shares resulting in shares

outstanding of 2.2 million.

Through the contribution of excess cash and CPF, Trust can retain its controlling interest of the combined entity.

Unified Trust Company Enterprise Value (see pg 6) 7,750,000 $

Trust Company of Knoxville Enterprise Value 7,750,000             

Consolidated Trust Company Enterprise Value 15,500,000 $

Fiduciary Counsel Enterprise Value (see pg 6) 2,110,000 $

DNB Enterprise Value 2,110,000             

4,230,000

Capitalized Corporate Expenses 1 (1,570,000)

Premium Finance Value 1,800,000

Excess Cash 3,131,000

Equity Value from Operations (as if public) 23,090,000 $

Pre-Merger Shares Outstanding 1,282,608

Shares Issued 955,897             

Shares Outstanding 2,238,505

Original Unifie d Share holde r Owne rship Pe rce ntage 57.3%

Original Unifie d Share holde r Equity Value 13,230,000 $

Marke table Minority Inte re st Pe r Share Value $10.31

1 Corporate expenses of $350,000 ($227,000 after-tax) capitalized at 17% as of 12/31/03

Unifie d Trust Company & Fiduciary Counse l

Valuation Summary (Post Me rge r) as of De cembe r 31, 2003

- 31 -

DUFF&PHELPS,LLC

III. Restructuring Alternatives

B. Employee Buyout of Fund Services

Applying valuation multiples used in the December 2002 valuation of Unified Trust to the projected cost savings, the

merger of Unified Trust and the Trust Company of Knoxville would increase value between $3 million and $6 million.

Applying valuation multiples used in the December 2002 valuation of Fiduciary Counsel to the projected cost savings, the

merger of Fiduciary Counsel and DNB would increase value between $2.4 million and $4.2 million.

For demonstration, we assume these mergers occur at December 31, 2003 and cost eliminations are realized immediately.

The resulting equity value of the combined firms would be between $28.5 million and $33.3 million.

Low High

Post Merger Equity Value 23,090,000 $ 23,090,000 $

Trust Cost Savings Value Added 3,000,000 6,000,000

Fiduciary Cost Savings Value Added 2,400,000 4,200,000

Equity Value from Operations (as if public) 28,490,000 $ 33,290,000 $

Original Shareholder Ownership Percentage 57.3% 57.3%

Original Unifie d Share holde r Equity Value 16,330,000 $ 19,080,000 $

Marke table Minority Inte re st Pe r Share Value 12.73 $ 14.88 $

Unifie d Trust Company & Fiduciary Counse l

Valuation Summary (Post Buyout Me rge r Value Adde d) as of De cembe r 31, 2003

- 32 -

DUFF&PHELPS,LLC

III. Restructuring Alternatives

B. Employee Buyout of Fund Services

The merger analysis of Trust / Fiduciary Counsel results in an equity value range of $37.2 million to $43.8 million at the

end of 2005. The enterprise value as of 12/31/03 grows at the cost of equity (value of non-operating assets does not

increase) to determine the equity value as of 12/31/05. This analysis implies the valuation multiples listed in the following

table.

The per share value increases from $10.31 on a stand-alone basis to the midpoint of the low and high value of $18.08, a

75% increase in value.

Trust / FC Implied Valuation Multiples

Performance 12/31/2003 12/31/2005

Low High Low High

Equity Value 28,490.0 $ 33,290.0 $ 37,180.0 $ 43,750.0 $

Original Shareholder Equity Value 16,330.0 $ 19,080.0 $ 21,310.0 $ 25,070.0 $

Marketable Minority Interest Per Share Value 12.73 $ 14.88 $ 16.61 $ 19.55 $

Projected 2003 EBITDA 2,193.3 $ 11.5x 13.6x NA NA

Projected 2004 EBITDA 2,532.8 $ 9.9x 11.8x NA NA

Projected 2003 Revenues 14,041.3 $ 1.8x 2.1x NA NA

Projected 2005 EBITDA 2,928.3 $            NA NA 11.7x 14.0x

Projected 2006 EBITDA 3,263.1 $            NA NA 10.5x 12.6x

Projected 2005 Revenues 18,690.3 $            NA NA 1.8x 2.2x

Unified Trust Company & Fiduciary Counsel

Valuation Summary—Post Buyout Merger Value Added ($            in 000’s)

12/31/2003 & 12/31/05

- 33 -

DUFF&PHELPS,LLC

III. Restructuring Alternatives

B. Employee Buyout of Fund Services

Advantages

Accomplish two steps in one transaction: stock buyback and elimination of holding company structure without use of

cash.

Transaction financing not required.

Sale of Fund Service to “friendly buyer” – less likely to impact Federated or other key relationships.

Disadvantages

Remaining Unified Financial focuses exclusively on trust and wealth management services and lose benefits of

diversification. Betting on Trust and its ability to successfully execute mergers to create shareholder value.

Fiduciary issues for Board in determination to focus exclusively on Trust.

May not be appropriate time to sell Fund Services to maximize value for shareholders (see Appendix D for

discussion).

Ownership concentration of remaining Unified Financial would increase.

Disclosure requirements of Employee Buyout related to non-accredited investors such as employee shareholders.

Extremely complex to allocate assets/liabilities at holding company structure.

Tax implications from the sale unclear.

Additional expense incurred from having two Boards of Directors, additional Director & Officer insurance, etc.

- 34 -

DUFF&PHELPS,LLC

III. Restructuring Alternatives

C. Remain in Current Corporate Structure

Continuing with the current corporate structure results in an equity value of $35.2 million at the end of 2005. The enterprise

value as of 12/31/03 grows at the cost of equity (value of non-operating assets does not increase) to determine the equity

value as of 12/31/05. This analysis implies the valuation multiples listed in the following table.

Unified Implied Valuation Multiples

Performance 12/31/2003 12/31/2005

Equity Value 24,180.0 $ 35,220.0 $

Equity Value Per Share 10.30 $ 15.00 $

Projected 2003 EBITDA 1,372.1 $ 15.4x NA

Projected 2004 EBITDA 2,293.1 $ 9.2x NA

Projected 2003 Revenues 13,456.6 $ 1.6x NA

Projected 2005 EBITDA 3,214.2 $            NA 8.9x

Projected 2006 EBITDA 3,813.3 $            NA 7.5x

Projected 2005 Revenues 17,739.3 $            NA 1.6x

Unified Financial Services, Inc.

Valuation Summary ($            in 000’s)

12/31/2003 & 12/31/05

- 35 -

DUFF&PHELPS,LLC

III. Restructuring Alternatives

C. Remain in Current Corporate Structure

Advantages of a holding company structure include:

Trust and Fund Services are not highly correlated so there are benefits to shareholders from diversification.

Trust revenue and profits are driven directly by the stock market, whereas Fund Services is only partially tied

to the stock market as its revenues are generated by assets under management, number of mutual fund accounts

and various other services.

Holdings provides a source of capital to fund internal operations or acquisitions for either Trust of Fund

Services.

Synergies or benefits derived by businesses by being under common ownership. For example, selling

synergies or operational synergies like computer, accounting, etc.

Holdings has historically been the owner for the enterprise of such liabilities as lawsuits, indemnifications, etc.

Structure is already in place and “if it is not broken, why fix it?”. No restructuring expenses incurred.

- 36 -

DUFF&PHELPS,LLC

III. Restructuring Alternatives

C. Remain in Current Corporate Structure

Disadvantages of holding company structure include:

From a shareholder perspective, benefits of diversification can be achieved owning two separate stocks of

Trust and Fund Services.

Questionable synergies between two businesses-no purpose for a holding company structure.

Potentially there are excess corporate expenses reducing company profits and returns. Allocation of these

expenses to each business is appropriate to understand “true” profitability and value proposition.

Employee stockholders do not have a direct ownership stake in respective entity, thus potentially reducing

incentive to maximize value for respective business.

More difficult to complete stock mergers as target company may not want to own stock in a diversified

company in which it has little influence over stock price performance.

- 37 -

DUFF&PHELPS,LLC

III. Restructuring Alternatives

D. Summary Comparison

The table below shows the valuations as of December 31, 2003 and December 31, 2005 under each of the restructuring

alternatives.

Forecasted

Pre Merger Value to Existing Unified Shareholders

12/31/03 12/31/03 12/31/05

A. Split of Fund Services and Trust (Merger Average)

Fund Services 5.16 $ 12,090.0 $ 5.16 $ 20,070.0 $ 8.56 $

Trust / Fiduciary Counsel 5.16 $ 16,390.0 6.99 21,660.0 9.24 $

Total Fund Services & Trust (Merger Average) 28,480.0 $ 41,730.0 $

Per Share Value 10.31 $ 12.15 $ 17.80 $

B. Employee Buyout of Fund Services (Merger Average)

Fund Services—$—$—$—$

Trust / Fiduciary Counsel 10.31 $ 17,705.0 13.80 $ 23,190.0 18.08 $

Total Employee Buyout of Fund Services (Merger Average) 17,705.0 $ 23,190.0 $

Per Share Value 10.31 $ 13.80 $ 18.08 $

C. Remain in Current Corporate Structure

Fund Services 12,090.0 $ 20,070.0 $

Trust / Fiduciary Counsel 12,090.0 15,150.0

Total Remain in Current Corporate Structure 24,180.0 $ 35,220.0 $

Per Share Value 10.31 $ 10.31 $ 15.02 $

Unifie d Financial Se rvice s, Inc.

Valuation Summary o f Strate gic Alte rnative s

Pro Forma

- 38 -

DUFF&PHELPS,LLC

III. Restructuring Alternatives

D. Summary Comparison

The per share value conclusions of 2005 for Alternative A, split up the Company into Trust and Fund Services, and

Alternative B, the employee buyout of Fund Services, assuming the remaining Trust completes mergers, are close.

Therefore, we conclude that neither of these alternatives is superior from a financial point of view to maximize value

to shareholders.

The Employee Buyout with subsequent mergers of Trust and Fiduciary Counsel demonstrates a slightly higher per

share value at the end of 2005, as all cost savings and value creation from merger partners for Trust and Fiduciary

Counsel are assumed to occur immediately beginning on December 31, 2003. The ultimate driver of value creation

under either scenario depends upon successful execution of increasing profitability at Trust and Fund Services and of

merger strategies.

Our recommendation then considers other non-financial issues to determine which restructuring alternative

maximizes value to shareholders. See Recommendations in Section V.

- 39 -

DUFF&PHELPS,LLC

IV. Share Buyback

A. Split of Company into Trust and Fund Services

Review of Stock Buyback

How to efficiently deploy the excess capital of $9 million.

Option #1-Reinvest in business segments

Option #2-Return the capital to shareholders

Option #1

Neither Trust or Fund Services needs significant capital to fund their businesses. Excess capital could

be used to fund add-on acquisitions. However, the Company has not identified any small add-on

acquisitions to pursue and the benefits of scale take longer to achieve through this model (versus a

strategic merger of equals).

Fund Services likely needs more capital than Trust as a stand-alone entity. As of March 31, 2003 it had

negative shareholder’s equity.

Conclusion: Option #1 not a material use of Company capital

- 40 -

DUFF&PHELPS,LLC

IV. Share Buyback

A. Split of Company into Trust and Fund Services

Option #2

Returning the capital to shareholders can be accomplished through either (i) a tender offer/stock buy-back, or (ii)

the payment of a special dividend. The size of the buyback or dividend will be dependent upon the ultimate cash

necessary to equalize the stock exchange ratios for Trust and Fund Services. Valuation of Trust and Fund

Services, the capital needs of these businesses, and the division of the expenses, assets and liabilities at Holdings

will drive the exchange ratios.

(i) Review of tender offer/stock buy-back:

Advantages

Could total approximately $5,000,000 or approximately 500,000 shares (based upon pro forma price

of $10.30 estimated for December 31, 2003);

Provides liquidity to those shareholders desiring to sell shares;

Reduces the numbers of shareholders; and

Eliminates SEC filing expenses and certifications under Sarbanes Oxley (and accountant’s time).

Disadvantages

No apparent one

- 41 -

DUFF&PHELPS,LLC

IV. Share Buyback

A. Split of Company into Trust and Fund Services

(ii) Review of Payment of Special Dividend

Advantages

Declare a special dividend;

Implies a yield to shareholders of approximately 15% and some current return is better than no return at

all; and

Possibly viewed by shareholders as a positive signal; i.e., Company is confident enough of future

prospects to return capital to shareholders.

Disadvantages

Tax-inefficient as subject to ordinary income tax (versus capital losses under a stock buyback); and

Not large enough to provide meaningful return to shareholders.

- 42 -

DUFF&PHELPS,LLC

IV. Share Buyback

A. Split of Company into Trust and Fund Services

Conclusions

A stock buyback/tender offer is a reasonable use of the Company’s capital.

We believe Unified Financial should offer a price reflective of its marketable, minority value. Any premium over

this price would be value dilutive to the remaining shareholders. Conversely, the selling shareholders will be

receiving an implicit premium since the price does not reflect a discount for lack of marketability. For a stock

which has been illiquid, we would typically attach a discount of 35% to its marketable, minority price.

However, if preliminary feedback from shareholders is not overwhelming in favor of a tender offer, a premium

may be necessary. As shown in Appendix C, a premium of 10%-20% is not unreasonable. This range of a

premium equals a per share value of $11.30 to $12.36, or aggregate premium value of approximately $450,000 to

$800,000 (assuming a $5 million buyback).

The Company needs to consult its legal advisors on how best to structure a buyout to achieve the desired results.

- 43 -

DUFF&PHELPS,LLC

V. Recommendations

1. Complete a Share Buyback

Company has no significant better use for its capital

Eliminate SEC filing requirements

Provide liquidity to some shareholders

2. Allocate all Corporate Expenses

Buyout some existing employee contracts

Understand true profitability and value of each business

Operate each business on a stand-alone basis

Any capital provided through an inter-company loan

3. Split up Company with Trust and Fund Services

Not betting on either Trust or Fund Services

Upside potential

Fund Services-increased profitability and scale

Trust Services-potential success with merger partners and scale

Benefits of Diversification

- 44 -

DUFF&PHELPS,LLC

V. Recommendations

A B C

VALUE CREATION

BENEFITS OF DIVERSIFICATION Positive Negative Postive

MERGER PARTNERS Positive Positive Negative

BENEFITS O F SCALE

Positive Neutral/P ositive Neutral/Negative

CAPITAL REQUIREMENTS Positive Neutral Positive

BOARD O F DIRECTORS

FIDUCIARY Neutral Negative Neutral

EXECUTION RISK

FUND SERVICES Negative Neutral Negative

TRUST MERGER ISSUES

INTEGRATION Negative Negative Neutral

CONTROL Negative Negative Neutral

T IMING Negative Negative Neutral

STRUCTURE \

LEGAL Negative Negative Neutral

TAX

Neutral Negative Neutral

DISCLOSURE Neutral Negative Neutral

EMPLOYEE

Positive Positive Neutral/Negative

ALTERNATIVE:

Alternative A = split up of

Company into Trust and Fund

Services. Trust assumes Merger

Partners.

Alternative B = Employee

Buyout of Fund Services,

assuming Merger Partners for

Trust.

Alternative C = Remain in

current Corporate Structure.

- 45 -

Fund Services and Brokerage

Discounted Cash Flow Analysis

Fiscal Years Ending December 31, 2003—2012

							Projected
VALUATION ASSUMPTIONS	2000		2001		2002		2003		2004		2005		2006		2007		2008		2009		2010		2011		2012
OPERATING ASSUMPTIONS
Revenue Growth:
Mutual Fund Administration	76.8	%	13.5	%	12.1	%	7.0	%	15.0	%	15.0	%	15.0	%	10.0	%	10.0	%	5.0	%	5.0	%	5.0	%	5.0	%
Brokerage	-30.4	%	-23.5	%	-20.0	%	-58.5	%	12.5	%	10.0	%	10.0	%	5.0	%	5.0	%	5.0	%	5.0	%	5.0	%	5.0	%
Total Revenue Growth	9.7	%	-1.2	%	2.3	%	-8.8	%	14.7	%	14.5	%	14.5	%	9.5	%	9.5	%	5.0	%	5.0	%	5.0	%	5.0	%
Cost of Sales as % of revs:
Mutual Fund Administration	15.6	%	12.8	%	12.6	%	12.0	%	11.5	%	11.5	%	11.5	%	11.5	%	11.5	%	11.5	%	11.5	%	11.5	%	11.5	%
Brokerage	61.8	%	67.7	%	65.7	%	50.0	%	50.0	%	50.0	%	50.0	%	50.0	%	50.0	%	50.0	%	50.0	%	50.0	%	50.0	%
Total Operating Expenses as % of total revs	34.0	%	29.6	%	25.4	%	16.2	%	15.6	%	15.5	%	15.3	%	15.2	%	15.0	%	15.0	%	15.0	%	15.0	%	15.0	%
Operating Expenses as % of revs:
Mutual Fund Administration	74.1	%	77.1	%	86.5	%	72.5	%	71.0	%	67.5	%	67.5	%	67.5	%	67.5	%	67.5	%	67.5	%	67.5	%	67.5	%
Brokerage	46.9	%	37.3	%	31.5	%	62.0	%	56.0	%	51.0	%	51.0	%	51.0	%	51.0	%	51.0	%	51.0	%	51.0	%	51.0	%
Total Cost of Sales as % of total revenues	34.0	%	29.6	%	25.4	%	16.2	%	15.6	%	15.5	%	15.3	%	15.2	%	15.0	%	15.0	%	15.0	%	15.0	%	15.0	%
WORKING CAPITAL INVESTMENT
Accounts receivables —   DSO	80.7		67.1		48.0		55.9		56.0		56.1		56.3		56.4		56.6		56.6		56.6		56.6		56.6
Prepaid accounts as % of revenue	1.2	%	2.6	%	4.4	%	2.3	%	2.3	%	2.3	%	2.3	%	2.3	%	2.3	%	2.3	%	2.3	%	2.3	%	2.3	%
Deposits/accts pay. & accr. exp. as % of revs	16.8	%	16.8	%	15.1	%	17.7	%	17.7	%	17.6	%	17.5	%	17.4	%	17.3	%	17.3	%	17.3	%	17.3	%	17.3	%
Other current liabilities / operating expenses	7.7	%	11.0	%	13.5	%	7.6	%	7.8	%	8.3	%	8.3	%	8.3	%	8.3	%	8.3	%	8.3	%	8.3	%	8.3	%
Net working capital as a % of revs	1.6	%	-2.9	%	-7.4	%	-5.5	%	-5.5	%	-5.3	%	-5.2	%	-5.1	%	-5.0	%	-5.0	%	-5.0	%	-5.0	%	-5.0	%
FIXED CAPITAL INVESTMENT
Capital expenditures	93,343		32,841		200,873		154,004		117,007		134,332		154,234		169,385		186,038		195,340		205,107		215,362		226,130
— % of revenues	1.2	%	0.4	%	2.5	%	2.1	%	1.4	%	1.4	%	1.4	%	1.4	%	1.4	%	1.4	%	1.4	%	1.4	%	1.4	%
Depreciation & amortization	117,036		126,611		140,898		209,000		173,537		153,925		147,083		149,428		156,160		166,264		175,982		185,607		195,336
— Depr. / Prior yr. NFA	24.1	%	26.9	%	37.5	%	38.2	%	35.3	%	35.4	%	35.4	%	35.4	%	35.3	%	35.2	%	35.1	%	35.0	%	34.9	%
IMPLIED RATIOS
NOPAT / Invested Capital (ROIC)	10.2	%	128.0	%	41.3	%	485.2	%	-2847.6	%	-1018.9	%	-762.3	%	-740.9	%	-754.8	%	-775.4	%	-790.8	%	-803.1	%	-813.4	%
Incr NOPAT / Incr Invested Capital	109.7	%	-27.9	%	105.5	%	322.3	%	-206.6	%	-455.2	%	-305.6	%	-586.1	%	-920.4	%	-1756.7	%	-1323.7	%	-1165.3	%	-1098.2	%
Sales / Average Fixed Assets	16.6x		18.6x		17.4x		14.1x		18.1x		22.6x		26.3x		27.9x		28.9x		28.5x		28.2x		28.0x		27.1x
Sales / Average Working Capital	80.2x		-150.7x		NM		NM		-19.5x		-19.8x		-20.2x		-20.2x		-20.7x		-20.5x		-20.5x		-20.5x		-20.0x
Return On Equity (ROE)	NA		25.0	%	9.2	%	-474.7	%	-326.6	%	-361.4	%	-352.1	%	-366.2	%	-388.3	%	-403.0	%	-416.6	%	-429.7	%	-442.5	%

A-1

Fund Services and Brokerage

Discounted Cash Flow Analysis

Fiscal Years Ending December 31, 2003—2012

							Projected
INCOME STATEMENT	2000		2001		2002		2003		2004		2005		2006		2007		2008		2009		2010		2011		2012
Revenues:
Mutual Fund Administration	4,790,365		5,435,884		6,095,184		6,521,847		7,500,124		8,625,142		9,918,914		10,910,805		12,001,886		12,601,980		13,232,079		13,893,683		14,588,367
Brokerage	3,153,618		2,412,174		1,929,754		800,848		900,954		991,049		1,090,154		1,144,662		1,201,895		1,261,990		1,325,089		1,391,344		1,460,911
Total Revenues	7,943,983		7,848,058		8,024,938		7,322,695		8,401,078		9,616,192		11,009,068		12,055,467		13,203,781		13,863,970		14,557,168		15,285,027		16,049,278
Cost of Sales
Mutual Fund Administration	748,716		693,682		768,778		782,622		862,514		991,891		1,140,675		1,254,743		1,380,217		1,449,228		1,521,689		1,597,774		1,677,662
Brokerage	1,950,336		1,632,249		1,268,311		400,424		450,477		495,525		545,077		572,331		600,948		630,995		662,545		695,672		730,455
Total Cost of Sales	2,699,052		2,325,931		2,037,089		1,183,046		1,312,991		1,487,416		1,685,752		1,827,074		1,981,164		2,080,223		2,184,234		2,293,445		2,408,118
Gross Profit	5,244,930		5,522,127		5,987,849		6,139,649		7,088,087		8,128,776		9,323,316		10,228,394		11,222,616		11,783,747		12,372,935		12,991,581		13,641,160
Gross Margin	66.0	%	70.4	%	74.6	%	83.8	%	84.4	%	84.5	%	84.7	%	84.8	%	85.0	%	85.0	%	85.0	%	85.0	%	85.0	%
Operating Expenses:
Mutual Fund Administration	3,547,418		4,188,793		5,274,394		4,728,339		5,325,088		5,821,971		6,695,267		7,364,794		8,101,273		8,506,337		8,931,653		9,378,236		9,847,148
Brokerage	1,480,431		898,851		607,326		496,526		504,534		505,435		555,979		583,778		612,966		643,615		675,796		709,585		745,065
Total Operating Expenses1	5,027,849		5,087,644		5,881,720		5,224,865		5,829,622		6,327,406		7,251,246		7,948,571		8,714,239		9,149,951		9,607,449		10,087,821		10,592,212
EBITDA	217,082		434,483		106,129		914,785		1,258,464		1,801,369		2,072,070		2,279,822		2,508,377		2,633,796		2,765,486		2,903,760		3,048,948
EBITDA Margin	2.7	%	5.5	%	1.3	%	12.5	%	15.0	%	18.7	%	18.8	%	18.9	%	19.0	%	19.0	%	19.0	%	19.0	%	19.0	%
Less: Depreciation & amortization	117,036		126,611		140,898		209,000		173,537		153,925		147,083		149,428		156,160		166,264		175,982		185,607		195,336
EBIT	100,046		307,872		(34,769	)	705,785		1,084,928		1,647,445		1,924,987		2,130,394		2,352,217		2,467,532		2,589,504		2,718,153		2,853,612
EBIT Margin	1.3	%	3.9	%	-0.4	%	9.6	%	12.9	%	17.1	%	17.5	%	17.7	%	17.8	%	17.8	%	17.8	%	17.8	%	17.8	%
Pro Forma Taxes	39,518		121,610		(13,734	)	278,785		428,546		650,741		760,370		841,506		929,126		974,675		1,022,854		1,073,671		1,127,177
Net Operating Profit After Taxes	60,528		186,263		(21,035	)	427,000		656,381		996,704		1,164,617		1,288,889		1,423,091		1,492,857		1,566,650		1,644,483		1,726,435

¹ Operating expenses exclude Intercompany Fees.

A-2

Fund Services and Brokerage

Discounted Cash Flow Analysis

Fiscal Years Ending December 31, 2003—2012

						Projected
BALANCE SHEET	2000	2001		2002		2003		2004		2005		2006		2007		2008		2009		2010		2011		2012
Accounts receivable	1,757,154	1,443,178		1,055,129		1,121,452		1,288,435		1,478,924		1,697,708		1,864,118		2,047,002		2,149,352		2,256,820		2,369,661		2,488,144
Prepaid and sundry accounts	95,488	200,380		351,673		170,479		195,050		222,055		252,886		275,449		300,132		315,139		330,896		347,441		364,813
Total Current Assets	1,852,642	1,643,558		1,406,802		1,291,931		1,483,486		1,700,979		1,950,594		2,139,568		2,347,135		2,464,491		2,587,716		2,717,102		2,852,957
Deposits/accounts payable & accured exp.	1,337,286	1,315,762		1,211,139		1,298,616		1,485,400		1,690,191		1,923,899		2,094,486		2,281,041		2,395,093		2,514,848		2,640,590		2,772,619
Other current liabilities	389,382	557,896		793,179		396,845		456,131		524,010		602,017		661,565		727,035		763,386		801,556		841,634		883,715
Total Current Liabilities	1,726,668	1,873,658		2,004,318		1,695,461		1,941,531		2,214,202		2,525,916		2,756,051		3,008,076		3,158,479		3,316,403		3,482,224		3,656,335
Net Working Capital	125,974	(230,100	)	(597,516	)	(403,530	)	(458,046	)	(513,222	)	(575,322	)	(616,483	)	(660,941	)	(693,988	)	(728,687	)	(765,122	)	(803,378	)
Net Fixed Assets	470,070	375,618		546,522		491,526		434,996		415,404		422,555		442,512		472,390		501,466		530,590		560,346		591,139
Invested Capital	596,044	145,518		(50,994	)	87,996		(23,050	)	(97,819	)	(152,767	)	(173,971	)	(188,551	)	(192,522	)	(198,097	)	(204,776	)	(212,238	)
Shareholders' Equity (NOPAT-FCF)	NA	745,427		(228,945	)	(89,955	)	(201,001	)	(275,770	)	(330,718	)	(351,922	)	(366,502	)	(370,473	)	(376,048	)	(382,727	)	(390,189	)

¹ Excludes Intercompany receivables and payables, and working capital investment at Brokerage and Premium Finance.

A-3

Fund Services and Brokerage

Discounted Cash Flow Analysis

Fiscal Years Ending December 31, 2003—2012

DISCOUNTED CASH FLOW ANALYSIS			2003		2004		2005		2006		2007		2008		2009		2010		2011		2012
Net Operating Profit After Taxes			427,000		656,381		996,704		1,164,617		1,288,889		1,423,091		1,492,857		1,566,650		1,644,483		1,726,435
Plus: Depreciation & Amortization			209,000		173,537		153,925		147,083		149,428		156,160		166,264		175,982		185,607		195,336
Total Sources			636,000		829,918		1,150,629		1,311,700		1,438,317		1,579,251		1,659,121		1,742,632		1,830,089		1,921,771
Working Capital Investment			193,986		(54,516	)	(55,177	)	(62,100	)	(41,161	)	(44,458	)	(33,047	)	(34,699	)	(36,434	)	(38,256	)
Capital Expenditures			154,004		117,007		134,332		154,234		169,385		186,038		195,340		205,107		215,362		226,130
Free Cash Flow			288,009		767,427		1,071,473		1,219,566		1,310,092		1,437,672		1,496,828		1,572,225		1,651,162		1,733,897
Discount Rate Range			17.00%		16.00%		15.00%
Continuing Value			15,177,435		16,557,776		18,214,327
Present Value of Continuing Value			3,415,330		4,042,510		4,828,182
Present Value of FYE 2003—2012 Cash Flows			5,401,507		5,631,652		5,876,704
Capitalized Corporate Expenses	$	565,500	(3,326,471	)	(3,534,375	)	(3,770,000	)
Enterprise Value as of 12/31/02			5,490,367		6,139,787		6,934,886
Enterprise Value as of 12/31/03			6,423,729		7,122,153		7,975,119
EV (less corporate exp) 12/31/03			10,315,700		11,222,028		12,310,619
Enterprise Value as of 12/31/02 (rounded)			5,490,000		6,140,000		6,930,000
Enterprise Value as of 12/31/03 (rounded) 1			6,420,000		7,120,000		7,980,000
Implied Valuation Multiples	Results
Enterprise Value / Projected 2003 EBITDA	$	914,785	11.3x		12.3x		13.5x
Enterprise Value / Projected 2004 EBITDA	$	1,258,464	8.2x		8.9x		9.8x
Enterprise Value / Projected 2003 EBIT	$	705,785	14.6x		15.9x		17.4x
Enterprise Value / Projected 2004 EBIT	$	1,084,928	9.5x		10.3x		11.3x
Enterprise Value / Projected 2003 Revenues	$	7,322,695	1.4x		1.5x		1.7x

¹ Value as of 12/31/02 grown at the cost of capital

A-4

Trust & Fiduciary Counsel

Discounted Cash Flow Analysis

Fiscal Years Ending December 31, 2003—2012

	Actual						Projected
VALUATION ASSUMPTIONS	2000		2001		2002		2003		2004		2005		2006		2007		2008		2009		2010		2011		2012
OPERATING ASSUMPTIONS
Revenue Growth:
Trust and Retirement	2.5	%	10.2	%	1.5	%	12.4	%	17.4	%	17.4	%	12.2	%	12.2	%	12.2	%	12.2	%	12.2	%	12.2	%	12.2	%
Investment Advisory	9.3	%	0.2	%	-20.3	%	-6.4	%	7.4	%	7.4	%	7.4	%	7.4	%	7.4	%	7.4	%	7.4	%	7.4	%	7.4	%
Total Revenue Growth	4.5	%	7.2	%	-4.8	%	7.9	%	15.3	%	15.4	%	11.4	%	11.4	%	11.4	%	11.4	%	11.5	%	11.5	%	11.5	%
Cost of Sales as% of revs:
Trust and Retirement	8.9	%	15.8	%	18.4	%	16.0	%	16.0	%	16.0	%	16.0	%	16.0	%	16.0	%	16.0	%	16.0	%	16.0	%	16.0	%
Investment Advisory	12.4	%	9.7	%	18.2	%	18.1	%	14.5	%	14.5	%	14.5	%	14.5	%	14.5	%	14.5	%	14.5	%	14.5	%	14.5	%
Total Operating Expenses as% of total revs	10.0	%	14.0	%	18.4	%	16.4	%	15.7	%	15.7	%	15.7	%	15.7	%	15.7	%	15.7	%	15.7	%	15.7	%	15.8	%
Operating Expenses as % of revs:
Trust and Retirement	83.7	%	89.9	%	84.9	%	77.5	%	73.0	%	70.0	%	68.0	%	68.0	%	68.0	%	68.0	%	68.0	%	68.0	%	68.0	%
Investment Advisory	72.9	%	74.2	%	75.0	%	75.5	%	65.5	%	65.5	%	65.5	%	65.5	%	65.5	%	65.5	%	65.5	%	65.5	%	65.5	%
Total Cost of Sales as % of total revenues	10.0	%	14.0	%	18.4	%	16.4	%	15.7	%	15.7	%	15.7	%	15.7	%	15.7	%	15.7	%	15.7	%	15.7	%	15.8	%
WORKING CAPITAL INVESTMENT
Accounts receivables — DSO	76.3		59.9		68.6		64.6		65.5		66.4		66.8		67.2		67.6		68.0		68.3		68.7		69.0
Prepaid accounts as % of revenue	0.5	%	1.9	%	3.2	%	1.8	%	1.8	%	1.8	%	1.8	%	1.8	%	1.7	%	1.7	%	1.7	%	1.7	%	1.7	%
Deposits/accts pay. & accr. exp. as % of revs	11.2	%	9.7	%	12.5	%	10.1	%	9.9	%	9.8	%	9.7	%	9.6	%	9.5	%	9.4	%	9.4	%	9.3	%	9.2	%
Other current liabilities / operating expenses	0.4	%	0.8	%	0.3	%	1.5	%	1.6	%	1.7	%	1.7	%	1.7	%	1.8	%	1.8	%	1.8	%	1.8	%	1.8	%
Net working capital as a % of revs	9.9	%	7.9	%	9.3	%	8.2	%	8.6	%	9.0	%	9.2	%	9.4	%	9.6	%	9.7	%	9.9	%	10.0	%	10.2	%
FIXED CAPITAL INVESTMENT
Capital expenditures	271,810		151,073		48,818		89,216		104,147		121,631		136,186		152,498		170,781		191,273		214,243		239,992		268,858
— % of revenues	4.3	%	2.2	%	0.8	%	1.3	%	1.3	%	1.3	%	1.3	%	1.3	%	1.3	%	1.3	%	1.3	%	1.3	%	1.3	%
Depreciation & amortization	202,444		155,482		169,030		143,200		116,538		114,373		116,004		120,130		126,603		135,348		146,353		159,659		175,360
— Depr. / Prior yr. NFA	69.5	%	35.3	%	22.0	%	22.1	%	19.6	%	19.7	%	19.7	%	19.7	%	19.8	%	19.8	%	19.7	%	19.7	%	19.7	%
IMPLIED RATIOS
NOPAT / Invested Capital (ROIC)	23.4	%	-5.5	%	-11.0	%	16.2	%	43.4	%	54.9	%	62.8	%	63.6	%	63.9	%	64.0	%	63.7	%	63.4	%	62.9	%
Incr NOPAT / Incr Invested Capital	-39.3	%	-139.2	%	121.0	%	-410.2	%	331.6	%	152.4	%	146.5	%	71.4	%	67.2	%	64.1	%	61.9	%	60.3	%	59.0	%
Sales / Average Fixed Assets	17.4x		11.3x		9.2x		11.3x		13.8x		16.0x		17.4x		18.6x		19.5x		20.2x		20.7x		21.1x		20.3x
Sales / Average Working Capital	17.2x		11.7x		11.4x		11.9x		12.7x		12.1x		11.6x		11.3x		11.1x		10.9x		10.8x		10.6x		9.8x
Return On Equity (ROE)	NA		-1.9	%	-4.1	%	5.8	%	16.5	%	22.3	%	26.9	%	28.8	%	30.6	%	32.4	%	34.1	%	35.7	%	37.2	%

A-5

Trust & Fiduciary Counsel

Discounted Cash Flow Analysis

Fiscal Years Ending December 31, 2003—2012

	Actual						Projected
INCOME STATEMENT	2000		2001		2002		2003		2004		2005		2006		2007		2008		2009		2010		2011		2012
Revenues:
Trust and Retirement	4,417,483		4,869,711		4,943,732		5,557,615		6,524,285		7,659,093		8,596,397		9,648,407		10,829,160		12,154,411		13,641,844		15,311,305		17,185,072
Investment Advisory	1,956,879		1,961,321		1,562,608		1,463,023		1,570,584		1,686,054		1,810,013		1,943,085		2,085,940		2,239,299		2,403,932		2,580,669		2,770,400
Total Revenues	6,374,362		6,831,032		6,506,340		7,020,638		8,094,869		9,345,147		10,406,410		11,591,492		12,915,100		14,393,710		16,045,775		17,891,974		19,955,472
Cost of Sales
Trust and Retirement	392,710		769,266		910,728		886,767		1,041,007		1,222,076		1,371,631		1,539,489		1,727,888		1,939,344		2,176,677		2,443,054		2,742,030
Investment Advisory	243,107		189,344		284,268		264,807		227,735		244,478		262,452		281,747		302,461		324,698		348,570		374,197		401,708
Total Cost of Sales	635,817		958,610		1,194,996		1,151,574		1,268,742		1,466,554		1,634,083		1,821,236		2,030,349		2,264,042		2,525,247		2,817,251		3,143,738
Gross Profit	5,738,545		5,872,422		5,311,344		5,869,065		6,826,127		7,878,593		8,772,327		9,770,256		10,884,751		12,129,668		13,520,529		15,074,723		16,811,734
Gross Margin	90.0	%	86.0	%	81.6	%	83.6	%	84.3	%	84.3	%	84.3	%	84.3	%	84.3	%	84.3	%	84.3	%	84.3	%	84.2	%
Operating Expenses:
Trust and Retirement	3,696,008		4,379,960		4,196,729		4,307,152		4,762,728		5,361,365		5,845,550		6,560,917		7,363,829		8,264,999		9,276,454		10,411,687		11,685,849
Investment Advisory	1,425,823		1,455,438		1,172,507		1,104,582		1,028,733		1,104,365		1,185,558		1,272,720		1,366,291		1,466,741		1,574,575		1,690,338		1,814,612
Total Operating Expenses1	5,121,831		5,835,398		5,369,236		5,411,734		5,791,461		6,465,730		7,031,108		7,833,637		8,730,120		9,731,740		10,851,029		12,102,026		13,500,461
EBITDA	616,714		37,024		-57,892		457,330		1,034,667		1,412,863		1,741,219		1,936,619		2,154,631		2,397,928		2,669,500		2,972,698		3,311,273
EBITDA Margin	9.7	%	0.5	%	-0.9	%	6.5	%	12.8	%	15.1	%	16.7	%	16.7	%	16.7	%	16.7	%	16.6	%	16.6	%	16.6	%
Less: Depreciation & amortization	202,444		155,482		169,030		143,200		116,538		114,373		116,004		120,130		126,603		135,348		146,353		159,659		175,360
EBIT	414,270		(118,458	)	(226,922	)	314,130		918,129		1,298,490		1,625,215		1,816,489		2,028,028		2,262,580		2,523,147		2,813,038		3,135,913
EBIT Margin	6.5	%	-1.7	%	-3.5	%	4.5	%	11.3	%	13.9	%	15.6	%	15.7	%	15.7	%	15.7	%	15.7	%	15.7	%	15.7	%
Pro Forma Taxes	163,636		(46,791	)	(89,634	)	124,081		362,661		512,903		641,960		717,513		801,071		893,719		996,643		1,111,150		1,238,685
Net Operating Profit After Taxes	250,633		(71,667	)	(137,288	)	190,049		555,468		785,586		983,255		1,098,976		1,226,957		1,368,861		1,526,504		1,701,888		1,897,227

¹ Operating expenses exclude Intercompany Fees.

A-6

Trust & Fiduciary Counsel

Discounted Cash Flow Analysis

Fiscal Years Ending December 31, 2003—2012

	Actual			Projected
BALANCE SHEET	2000	2001	2002	2003	2004	2005	2006	2007	2008	2009	2010	2011	2012
Accounts receivable	1,331,789	1,121,195	1,223,201	1,241,767	1,452,321	1,699,099	1,903,984	2,133,719	2,391,328	2,680,204	3,004,156	3,367,454	3,774,893
Prepaid and sundry accounts	34,199	128,203	210,713	127,255	144,982	165,468	183,246	203,019	225,016	249,495	276,746	307,090	340,888
Total Current Assets	1,365,989	1,249,397	1,433,914	1,369,022	1,597,303	1,864,567	2,087,230	2,336,738	2,616,343	2,929,699	3,280,901	3,674,544	4,115,781
Deposits/accounts payable & accured exp.	714,474	664,359	814,362	709,426	803,438	911,643	1,006,732	1,112,247	1,229,375	1,359,441	1,503,925	1,664,482	1,842,960
Other current liabilities	19,373	48,298	16,843	82,710	94,375	109,667	122,500	136,862	152,934	170,924	191,062	213,606	238,849
Total Current Liabilities	733,847	712,657	831,205	792,136	897,813	1,021,309	1,129,233	1,249,109	1,382,309	1,530,364	1,694,986	1,878,088	2,081,809
Net Working Capital	632,142	536,741	602,709	576,886	699,489	843,257	957,998	1,087,628	1,234,034	1,399,335	1,585,915	1,796,456	2,033,972
Net Fixed Assets	440,768	767,726	647,514	593,530	581,139	588,396	608,579	640,947	685,125	741,050	808,941	889,274	982,771
Invested Capital	1,072,911	1,304,466	1,250,223	1,170,416	1,280,628	1,431,654	1,566,576	1,728,575	1,919,159	2,140,386	2,394,857	2,685,730	3,016,744
Shareholders' Equity (NOPAT-FCF)	NA	3,725,805	3,337,188	3,257,381	3,367,593	3,518,619	3,653,541	3,815,540	4,006,124	4,227,351	4,481,822	4,772,695	5,103,709

¹ Excludes Intercompany receivables and payables, and working capital investment at Brokerage and Premium Finance.

A-7

Trust & Fiduciary Counsel

Discounted Cash Flow Analysis

Fiscal Years Ending December 31, 2003—2012

DISCOUNTED CASH FLOW ANALYSIS			2003		2004		2005		2006	2007	2008	2009	2010	2011	2012
Net Operating Profit After Taxes			190,049		555,468		785,586		983,255	1,098,976	1,226,957	1,368,861	1,526,504	1,701,888	1,897,227
Plus: Depreciation & Amortization			143,200		116,538		114,373		116,004	120,130	126,603	135,348	146,353	159,659	175,360
Total Sources			333,249		672,006		899,959		1,099,259	1,219,106	1,353,560	1,504,209	1,672,857	1,861,547	2,072,588
Working Capital Investment			(25,823	)	122,604		143,768		114,740	129,631	146,406	165,301	186,580	210,541	237,516
Capital Expenditures			89,216		104,147		121,631		136,186	152,498	170,781	191,273	214,243	239,992	268,858
Free Cash Flow			269,856		445,255		634,561		848,332	936,977	1,036,373	1,147,634	1,272,033	1,411,015	1,566,214
Discount Rate Range			18.00%		17.00%		16.00%
Continuing Value			17,800,530		19,918,499		22,617,172
Present Value of Continuing Value			3,694,485		4,482,197		5,521,886
Present Value of FYE 2003—2012 Cash Flows			3,782,156		3,948,214		4,125,260
Capitalized Corporate Expenses	$	227,500	(1,263,889	)	(1,338,235	)	(1,421,875	)
Enterprise Value as of 12/31/02			6,212,752		7,092,175		8,225,270
Enterprise Value as of 12/31/03			7,331,048		8,297,845		9,541,313
EV(less corporate) 12/31/03			8,822,436		9,863,580		11,190,688
Enterprise Value as of 12/31/02 (rounded)			6,210,000		7,090,000		8,230,000
Enterprise Value as of 12/31/03 (rounded) 1			7,330,000		8,300,000		9,540,000
Implied Valuation Multiples	Results
Enterprise Value / Projected 2003 EBITDA	$	457,330	19.3x		21.6x		24.5x
Enterprise Value / Projected 2004 EBITDA	$	1,034,667	8.5x		9.5x		10.8x
Enterprise Value / Projected 2003 EBIT	$	314,130	28.1x		31.4x		35.6x
Enterprise Value / Projected 2004 EBIT	$	918,129	9.6x		10.7x		12.2x
Enterprise Value / Projected 2003 Revenues	$	7,020,638	1.3x		1.4x		1.6x

¹ Value as of 12/31/02 grown at the cost of capital

A-8

UNIFIED FINANCIAL SERVICES, INC.

UNIFIED FUND SERVICES, INC.

COMPARABLE COMPANY ANALYSIS

December 31, 2002

Company (Ticker)	Common Stock Price			Equity Value (in millions)			Enterprise Value (in millions)			Debt / Total Capital *			LTM Revenues (in millions)			Common Stock Price as a Multiple of						Enterprise Value as a Multiple of
																LTM EPS		Projected EPS		Book Value Per Share		LTM EBITDA		Projected EBITDA		LTM EBIT		Projected EBIT		LTM Revenues
BISYS Group, Inc. (BSG) 1	$	15.90		$	1,889		$	2,250			18.5	%	$	897		16.2	x	15.1	x	2.8	x	8.9	x	8.2	x	10.7	x	9.8	x	2.5	x
DST Systems, Inc. (DST) 2		35.55			4,250			3,572			10.0			1,648		20.4		18.2		3.2		7.7		7.3		11.5		10.4		2.2
Federated Investors, Inc. (FII) 3		25.37			2,883			2,822			2.1			732		14.4		13.4		8.8		7.7		7.6		8.2		8.1		3.9
Fiserv, Inc. (FISV) 4		33.95			6,496			6,725			6.4			2,180		26.5		21.4		3.7		12.9		10.4		16.1		13.3		3.1
SEI Investments (SEIC) 5		27.18			2,882			2,701			1.5			636		21.9		19.4		9.9		12.1		10.7		13.2		11.6		4.2
Sungard Data Systems (SDS) 6		23.56			6,671			6,564			3.3			2,161		36.8		18.3		3.2		8.8		7.2		13.3		10.8		3.0
Highest					6,671			6,725			18.5			2,180		36.8		21.4		9.9		12.9		10.7		16.1		13.3		4.2
Lowest					1,889			2,250			1.5			636		14.4		13.4		2.8		7.7		7.2		8.2		8.1		2.2
Mean					4,179			4,106			7.0			1,376		22.7		17.6		5.3		9.7		8.6		12.1		10.7		3.1
Median					3,567			3,197			4.9			1,272		21.1		18.2		3.4		8.8		7.9		12.3		10.6		3.1
Company (Ticker)	Growth Rates															Margin Analysis								Return Analysis
	LTM Revenues			3-yr. CAGR Revenues			LTM EBITDA			3-yr. CAGR EBITDA			Long-term Proj. EPS			LTM EBITDA		3-yr. Avg. EBITDA		LTM Net Income		3-yr. Avg. Net Income		LTM ROE		3-yr. Avg. ROE		LTM ROI		3-yr. Avg. ROI
BISYS Group, Inc. (BSG) 1		21.7	%		22.3	%		23.0	%		27.9	%		20.0	%	28.2	%	27.2	%	13.5	%	12.9	%	19.6	%	20.3	%	13.0	%	14.6	%
DST Systems, Inc. (DST) 2		-23.0			14.0			5.1			20.6			18.0		28.1		27.6		12.9		12.1		16.2		11.8		11.0		8.7
Federated Investors, Inc. (FII) 3		4.4			11.7			13.3			19.2			15.0		50.2		44.9		28.4		22.7		74.8		109.7		44.3		35.6
Fiserv, Inc. (FISV) 4		6.6			15.3			14.2			13.0			19.0		24.0		25.1		11.5		10.8		15.7		14.9		12.8		11.1
SEI Investments (SEIC) 5		-2.3			21.6			14.6			30.6			17.8		35.2		28.1		22.0		16.9		54.4		74.8		45.6		56.1
Sungard Data Systems (SDS) 6		NA			NA			NA			NA			20.0		34.5		28.3		8.6		11.4		NA		17.1		NA		17.0
Highest		21.7			22.3			23.0			30.6			20.0		50.2		44.9		28.4		22.7		74.8		109.7		45.6		56.1
Lowest		-23.0			11.7			5.1			13.0			15.0		24.0		25.1		8.6		10.8		15.7		11.8		11.0		8.7
Mean		1.5			17.0			14.0			22.3			18.3		33.4		30.2		16.2		14.5		36.1		41.4		25.3		23.9
Median		4.4			15.3			14.2			20.6			18.5		31.4		27.9		13.2		12.5		19.6		18.7		13.0		15.8
Index	Price			Price One- Year Ago			% Change in Price			LTM EPS			Projected EPS			Price as a Multiple of
																LTM EPS		Proj. EPS
	$	8,341.63		$	10,021.50			-16.8	%	$	384.60		$	530.00		21.7	x	15.7	x
S&P 500		879.82			1,148.08			-23.4			30.34			53.25		29.0		16.5

* Total capital equals the sum of the market value of common equity, the book value of total debt, preferred stock, and minority interest.

Note: Projected results exclude amortization of goodwill; historical results include amortization of goodwill, if any, as reported.

¹ Projections per Stifel, Nicolaus report dated 12/20/02.

² Projections per CSFB report dated 12/9/02.

³ Projections per Morgan Stanley report dated 11/5/02.

⁴ Projections per Needham & Co. report dated 12/10/02.

⁵ Projections per Robert Baird report dated 12/19/02.

⁶ Projections per Robert Baird report dated 10/25/02. LTM and 2001 financials are pro forma for acquisition of Guardian iT plc on 7/1/02. Prior years are not pro forma. On 9/30/02, SDS acquired the Availability Solutions Business of Comdisco, Inc.

Source: Standard & Poor's Compustat Services, Inc., Duff & Phelps, LLC and First Call Corporation.

B-1

UNIFIED FINANCIAL SERVICES, INC.

FIDUCIARY COUNSEL, INC.

COMPARABLE PUBLIC COMPANY ANALYSIS

December 31, 2002

Company		Common Stock Price			Equity Value (in millions)			Value of Operations (in millions)			Debt / Enterprise Value		LTM Revenues (in millions)		Common Stock Price as a Multiple of						Value of Operations as a Multiple of										(as a % of)
															LTM EPS		Projected EPS		Book Value Per Share		LTM EBITDA		Projected EBITDA		LTM EBIT		Projected EBIT		LTM Revenues		Latest AUM
Affiliated Managers Group, Inc. (AMG) 1		$	50.30		$	1,101		$	1,583		32.1	%	$	475	20.8	x	10.5	x	2.0	x	7.3	x	7.2	x	8.2	x	8.1	x	3.3	x	2.3	%
BlackRock, Inc. (BLK)			39.40			2,551			2,157		0.0			569	20.2		17.0		4.3		9.5		8.3		10.6		9.1		3.8		0.9	%
Eaton Vance Corp. (EV)			28.25			1,957			1,861		6.3			523	16.6		15.9		5.3		6.8		6.4		10.1		9.3		3.6		3.3	%
Franklin Resources, Inc. (BEN)			34.08			8,812			7,241		6.2			2,519	18.7		18.3		2.1		10.3		8.4		12.4		9.8		2.9		2.9	%
Gabelli Asset Management Inc. (GBL)			30.04			906			576		16.8			216	16.2		16.8		2.9		6.0		6.1		6.1		6.2		2.7		2.9	%
Neuberger Berman Inc. (NEU)			33.49			2,338			1,613		7.2			593	18.7		18.5		6.5		7.6		8.0		8.1		8.6		2.7		3.0	%
T. Rowe Price Group, Inc. (TROW)			27.28			3,337			3,066		1.7			943	18.2		18.2		3.0		7.0		7.1		8.0		8.3		3.3		2.3	%
Waddell & Reed Financial, Inc. (WDR)			19.67			1,579			1,699		15.0			447	16.7		16.4		11.2		10.2		9.6		10.8		10.1		3.8		6.6	%
W.P. Stewart & Co. (WPL)			17.92			811			797		2.1			140	13.1		14.7		7.4		9.8		7.7		10.8		8.3		5.7		10.9	%
Highest						8,812			7,241		32.1			2,519	20.8		18.5		11.2		10.3		9.6		12.4		10.1		5.7		10.9	%
Lowest						811			576		0.0			140	13.1		10.5		2.0		6.0		6.1		6.1		6.2		2.7		0.9	%
Mean						2,599			2,288		9.7			714	17.7		16.2		5.0		8.3		7.7		9.5		8.6		3.5		3.9	%
Median						1,957			1,699		6.3			523	18.2		16.8		4.3		7.6		7.7		10.1		8.6		3.3		2.9	%
Company		Growth Rates													Margin Analysis								Assets Under Management
		LTM Revenues			3-yr. CAGR Revenues			LTM EBITDA			3-yr. CAGR EBITDA		Long-term Proj. EPS		LTM EBITDA		3-yr. Avg. EBITDA		LTM Net Income		3-yr. Avg. Net Income		LTM Rev/AUM		3-yr. Avg. Rev/AUM		LTM TOE/AUM		3-yr. Avg. TOE/AUM
Affiliated Managers Group, Inc. (AMG) 1			15.1	%		19.6	%		15.5	%	18.6	%		NA	45.9	%	45.7	%	11.6	%	12.8	%	0.7	%	0.6	%	0.4	%	0.3	%
BlackRock, Inc. (BLK)			7.0			16.2			18.6		26.7			16.0	39.7		34.8		22.4		18.0		0.2		0.2		0.1		0.1
Eaton Vance Corp. (EV)			4.1			24.8			-0.4		32.4			15.0	52.1		52.8		23.1		22.6		0.9		0.9		0.5		0.4
Franklin Resources, Inc. (BEN)			7.0			-3.0			-5.5		NA			14.5	27.9		34.6		18.6		21.6		1.0		1.0		0.7		0.7
Gabelli Asset Management Inc. (GBL)			-8.1			17.5			0.7		27.1			12.0	44.4		39.3		26.1		26.7		1.1		0.9		0.6		0.5
Neuberger Berman Inc. (NEU)			2.6			NA			-6.9		NA			13.5	36.0		40.2		21.3		30.1		1.1		1.0		0.7		0.7
T. Rowe Price Group, Inc. (TROW)			-9.9			NA			-0.6		NA			12.0	46.8		45.5		20.5		22.3		0.7		0.6		0.4		0.4
Waddell & Reed Financial, Inc. (WDR)			-9.7			19.7			-21.0		13.8			14.0	37.1		45.2		21.7		26.2		1.7		1.3		1.1		0.7
W.P. Stewart & Co. (WPL)			-18.6			1.6			-25.6		7.5			10.0	58.1		59.8		45.4		50.6		1.9		0.8		NA		NA
Highest			15.1			24.8			18.6		32.4			16.0	58.1		59.8		45.4		50.6		1.9		1.3		1.1		0.7
Lowest			-18.6			-3.0			-25.6		7.5			10.0	27.9		34.6		11.6		12.8		0.2		0.2		0.1		0.1
Mean			-1.2			13.8			-2.8		21.0			13.4	43.1		44.2		23.4		25.7		1.0		0.8		0.6		0.5
Median			2.6			17.5			-0.6		22.7			13.8	44.4		45.2		21.7		22.6		1.0		0.9		0.5		0.5
Index	Price	Price One- Year Ago			% Change in Price			LTM EPS			Projected EPS		Price as a Multiple of
													LTM EPS		Proj. EPS
Dow Jones Industrial Average	8,386.0		9,823.6			-14.6	%		370.0		507.5			22.7	16.5
S&P 500	883.0		1,141.2			-22.6			38.7		43.7			22.8	20.2

Note: Projected results exclude amortization of goodwill; historical results include amortization of goodwill, if any, as reported.

¹ Projected EPS is cash EPS consensus per First Call. Cash EPS includes depreciation and amortization and deferred income taxes.

Source: Standard & Poor's Compustat Services, Inc., Duff & Phelps, LLC and First Call Corporation.

B-2

UNIFIED FINANCIAL SERVICES, INC.

TRASACTION PREMIUMS

PREMIUMS PAID FOR SELF-TENDER OFFERS

Date Announced	Date of Transaction	Target	Shares Authorized for Repurchase	Actual Shares Repurchased	Acquisition Premium 1
06/16/2003	Pending	Superior Consultant Holdings Corp. 3	650,000	N/A	18.8%
06/09/2003	Pending	Century Business Services, Inc. 3	14,000,000	N/A	15.0%
05/28/2003	Pending	Harrodsburg First Financial Bancorp 3	300,000	N/A	10.1%
04/29/2003	06/09/2003	Vodavi Technology, Inc.	1,000,000	829,199	34.1%
04/25/2003	Pending	Rent-A-Center, Inc. 3	2,200,000	N/A	31.0%
04/14/2003	05/12/2003	Tyler Technologies, Inc.	4,200,000	5,107,000	9.3%
04/11/2003	05/16/2003	Chester Bancorp, Inc. 2	100,000	69,861	0.2%
03/20/2003	04/21/2003	QAD, Inc.	2,600,000	2,900,000	28.9%
03/18/2003	04/14/2003	Atrion Corp.	350,000	173,614	11.2%
03/13/2003	04/23/2003	Rare Medium Group, Inc.	2,500,000	993,052	54.1%
03/12/2003	05/16/2003	Keynote Systems, Inc.	7,500,000	4,300,000	8.9%
02/28/2003	04/11/2003	WorldPort Communications, Inc. 2	All outstanding stock	6,147,044	4.2%
02/24/2003	03/25/2003	Digitas, Inc.	6,426,735	6,426,735	0.0%
02/18/2003	03/17/2003	Libbey, Inc.	1,500,000	1,500,000	7.8%
02/05/2003	03/04/2003	Brown-Forman Corp.—Class A	1,500,000	470,673	9.4%
02/05/2003	03/04/2003	Brown-Forman Corp.—Class B	6,800,000	7,590,607	9.0%
01/31/2003	03/18/2003	BayCorp Holdings, Ltd. 2	8,500,000	8,673,887	0.6%
01/30/2003	03/14/2003	German American Bancorp	1,000,000	1,057,566	27.3%

High	54.1	%
Low	0.0	%
Mean	15.6	%
Median	9.7	%

¹ Acquisition premium based on 20 day trading average before the announcement

² Going private transactions

³ Acquisition premium based on the higher price.

C-1

DUFF&PHELPS,LLC

Review of Sale Alternatives(to a Third Party Buyer)

Fund Services

Advantages

Streamline Unified Financial

Eliminate execution risk associated with Fund Services’ current business plan

Disadvantage

Current valuation is approximately $7.0 million after allocation of corporate overhead and approximately $11

million before this allocation. Embedded within the valuation is a significant improvement in profitability.

Unclear whether sale price would be higher than the $7.0 million to $11.0 million valuation range as a buyer

would likely have to consolidate technology and invest in management to achieve projections.

Potential loss of key customer relationships and of key employees would potentially reduce the sales price.

Unified Financial is not in need of capital.

D-1

DUFF&PHELPS,LLC

Review of Sale Alternatives(to a Third Party Buyer)

Trust

Advantages

Streamline Unified Financial

Disadvantages

Would not likely maximize sale value for these businesses, as both have poor track records over last few years.

With recent improvement in market conditions, both Trust and Fiduciary Counsel are performing better. Why

sell when markets are rebounding?

Unified Financial does not need cash or capital

Sale likely structured with an earn-out which would be of no benefit to the Company today

D-2