SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

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[ ] Preliminary Proxy Statement
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UNITED FINANCIAL CORP.
(Name of Registrant as Specified in its Charter)

---------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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[LOGO]
UNITED
FINANCIAL
CORP.

120 FIRST AVENUE NORTH
GREAT FALLS, MONTANA 59401
(406) 727-6106

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 22, 2001

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
United Financial Corp. (the "Company") will be held at the Heritage Inn, 1700
Fox Farm Road in Great Falls, Montana on May 22, 2001 at 1:00 p.m., Mountain
time, for the following purposes:

1. To elect three Directors of the Company to serve on the Board
of Directors until the Annual Meeting of shareholders to be
held in 2004 and to elect one Director of the Company to serve
on the Board of Directors until the Annual Meeting of
shareholders to be held in 2003 or until their successors are
duly elected and qualified;

2. To consider and act upon any other matters that may properly
come before the meeting or any adjournments thereof.

The Board of Directors has selected April 10, 2001 as the record date
for the Annual Meeting. Only those shareholders of record at the close of
business on that date will be entitled to receive notice of and to vote at the
Annual Meeting or any adjournment or adjournments thereof.

By the Order of the Board of Directors

/s/ John M. Morrison

John M. Morrison
CHAIRMAN OF THE BOARD

April 20, 2001

- --------------------------------------------------------------------------------
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO
BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THIS MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY YOUR PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN
WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
- --------------------------------------------------------------------------------

PROXY STATEMENT

This Proxy Statement (the "Proxy Statement") is being furnished to
shareholders of United Financial Corp., a Minnesota corporation (the "Company"),
in connection with the solicitation of proxies by the Company for use at the
Annual Meeting of Shareholders (the "Annual Meeting") to be held at the Heritage
Inn, 1700 Fox Farm Road in Great Falls, Montana on May 22, 2001, at 1:00 p.m.,
Mountain time, and at any adjournment or adjournments thereof. The approximate
date of mailing of this Proxy Statement and the accompanying form of proxy is
April 20, 2001.

RECORD DATE; SHAREHOLDERS ENTITLED TO VOTE; QUORUM

The Board of Directors of the Company has selected April 10, 2001 as
the record date for the determination of shareholders entitled to notice of and
to vote at the Annual Meeting. A total of 1,605,312 shares of the Company's
Common Stock were outstanding as of the close of business on that date.
Shareholders will be entitled to cast one vote for each share of the Company's
Common Stock held by them at the close of business on the record date on any
matter that may be presented at the Annual Meeting for consideration and action
by the shareholders. A majority of the voting power of the outstanding shares of
common stock entitled to vote, represented in person or by proxy, will be
required to constitute a quorum for the Annual Meeting.

VOTING YOUR SHARES; HOW PROXIES ARE COUNTED

All valid proxies received in response to the solicitation will be
voted in accordance with the instructions indicated thereon by the shareholders
giving such proxies. If no contrary instructions are given, each such proxy will
be voted in favor of the election of the four Director nominees named in this
Proxy Statement, unless and to the extent authority to do so is withheld in the
enclosed proxy. Shares voted as "withhold vote for" one or more Director
nominees will be counted as shares that are present and entitled to vote for
purposes of determining the presence of a quorum at the meeting and as unvoted,
although present and entitled to vote, for purposes of the election of the
Director nominees with respect to which the shareholder has abstained. If a
broker submits a proxy that indicates the broker does not have discretionary
authority to vote certain shares, those shares will be counted as shares that
are present and entitled to vote for purposes of determining the presence of a
quorum at the meeting, but will not be considered as present and entitled to
vote with respect to the matters voted on at the meeting.

The Board of Directors does not know of any business to be presented
for action at the Annual Meeting other than that described herein. If any other
business is properly presented at the Annual Meeting and may be properly voted
upon, the proxies solicited hereby will be voted on such matters in accordance
with the best judgment of the proxy holders named therein.

REVOKING YOUR PROXY

Any shareholder has the power to revoke his or her proxy at any time
before it is voted at the Annual Meeting by filing written notice of such
revocation to the Secretary of the Company (which notice shall be given by the
filing of a duly executed proxy bearing a later date) or by attending the Annual
Meeting and voting in person. Proxies solicited by the Company's Board of
Directors hereby are for use solely at the Annual Meeting and any adjournment or
adjournments thereof.

COST OF SOLICITATION

The expense of this proxy solicitation will be borne by the Company. To
the extent necessary, proxies may be solicited by personnel of the Company in
person, by telephone, or through other forms of communication. Company personnel
who participate in the solicitation will not receive any additional compensation
for such solicitation. The Company will request recordholders of shares
beneficially owned by others to forward this Proxy Statement and related
materials to the beneficial owners of such shares and will reimburse such
recordholders for their reasonable expenses incurred in doing so.

PROPOSAL ONE - ELECTION OF DIRECTORS

In accordance with the Company's bylaws, the Company's Board of
Directors is divided into three classes, each class to have, as nearly as
possible, an equal number of members. The members of each class are elected for
terms of three years with one of the three classes of Directors to be elected
each year.

J. William Bloemendaal, Elliott L. Dybdal and William L. Madison have
been nominated for election to the Company's Board of Directors for three-year
terms expiring in 2004. Kevin P. Clark, whose current term also will expire at
this Annual Meeting, has been nominated for election to the Company's Board of
Directors for a two-year term expiring in 2003. Each of the Director nominees
listed below has consented to being named in this Proxy Statement and has
indicated his willingness to serve if elected. If any Director nominee becomes
unable to serve, the proxy solicited hereby will be voted for the election of
such other person or persons as the Board of Directors shall select.

The following table sets forth the names of and certain information
concerning the Director nominees and continuing members of the Board of
Directors of the Company.

Positions Currently Held
Director With the Company and Its
Director Nominees Age Since Term Subsidiaries
- --------------------------------------------------------------------------------------------------

J. William Bloemendaal 71 1976 2001 Director

Elliott L. Dybdal 69 1980 2001 Director

William L. Madison 45 1996 2001 Director

Kevin P. Clark 45 1998 2001 Senior Vice President, Secretary
and Director of the Company,
President and Chief Executive
Officer of Heritage Bank and
Director of Valley Bancorp, Inc.

Continuing Directors
--------------------

Larry D. Albert 50 1998 2002 Director

Jerome H. Hentges 59 1998 2002 Director

Steve L. Feurt 45 1998 2002 Senior Vice President, Chief Credit
Officer and Director of the Company
and Executive Vice President and Senior
Lending Officer of Heritage Bank

John M. Morrison 64 1998 2003 Chairman and Director of the Company
and Director of Valley Bancorp, Inc.
and Valley Bank of Arizona

Kurt R. Weise 44 1998 2003 President, Chief Executive Officer and
Director of the Company, Chief
Operating Officer and Vice President
of Heritage Bank and
Director of Valley Bancorp, Inc.
and Valley Bank of Arizona

DR. BLOEMENDAAL is a physician specializing in orthopaedic surgery. He
has practiced medicine since 1961 and has been associated since 1975 with Great
Falls Orthopaedic Associates, a five-person group actively practicing
orthopaedic surgery. Dr. Bloemendaal currently serves as President of Great
Falls Orthopaedic Associates.

MR. DYBDAL is retired from Talcott Building Company in Great Falls,
Montana. Previously he had served as its President and Chief Executive Officer
since 1977. He also serves as a director of Talcott Building Company.

MR. MADISON has served as President/owner of Johnson Madison Lumber
Co., Inc., a retail building materials business in Great Falls, Montana, since
1984.

MR. CLARK has served as Secretary of the Company and President and
Chief Executive Officer of Heritage Bank since the merger of Heritage
Bancorporation into the Company in 1998 (the "Merger"). Mr. Clark was elected as
Senior Vice President of the Company in May 1998. Mr. Clark was elected to the
Valley Bank of Arizona board in May 2000. Before the Merger, he served as
President, Chief Executive Officer and a director of Heritage Bank since 1994.
Mr. Clark served in various capacities with Bank of Montana Systems, a bank
holding Company with approximately $800 million in assets ("BMS"), and its
subsidiary Bank of Montana from 1985 until the sale of BMS to Norwest
Corporation in 1994. Mr. Clark served as President, Chief Executive Officer and
a director of Bank of Montana, and Regional Vice President of BMS. He has over
25 years of experience in banking.

MR. ALBERT has served as President and Chief Executive Officer of
Central Bank, located in Stillwater, Minnesota, since 1996. Before joining
Central Bank, he served as President of AmeriBank, a community bank with $150
million in assets located in the Minneapolis/St. Paul, Minnesota area. He has
over 25 years of experience in banking.

MR. HENTGES is the President of Central Bank-Eden Prairie, and has been
with Central Bank since 1989. Before joining Central Bank, he held various
senior management positions in banks such as Firstar Bank Minnesota and Metro
Bank Bloomington. He has over 30 years of experience in banking in the
Minneapolis/St. Paul, Minnesota area.

MR. FEURT has served as Chief Credit Officer of the Company and
Executive Vice President and Senior Lending Officer of Heritage Bank since the
Merger. In May 2000, Mr. Feurt was elected Senior Vice President of the Company.
Before the Merger, he served as Senior Vice President, Senior Credit Officer and
a director of Heritage Bank since 1994. Mr. Feurt served as Senior Vice
President, Senior Credit Officer and a director of BMS and Bank of Montana from
1984 until the sale of BMS to Norwest Corporation in 1994.

MR. MORRISON has served as Chairman of the Company since the Merger.
Mr. Morrison was elected to the Valley Bancorp, Inc. and Valley Bank of Arizona
boards in March 1996. Before the Merger, he served as Chairman of Heritage since
1994. Mr. Morrison is the Chief Executive Officer and sole shareholder of
Central Bancshares, Inc. ("Central Bancshares"), the parent company of Central
Bank, located in Stillwater, Minnesota, which was founded by Mr. Morrison in
1988. He is also the sole shareholder and Chairman of the Board of Directors of
Central Financial Services ("CFS"), a bank consulting firm. Mr. Morrison was the
Chairman and majority shareholder of BMS prior to its sale to Norwest
Corporation. He is involved in various other businesses, and sits on a number of
boards including University of St. Thomas, Fairview Corporation,
Fairview-University Medical Center and Fairview-University of Minnesota.

MR. WEISE has served as President, Chief Operating Officer and a
director of the Company and Vice President of Heritage Bank since the Merger.
Since 1999, Mr. Weise has also served as Chief Executive Officer of the Company.
Mr. Weise was elected to the Valley Bancorp, Inc. and Valley Bank of Arizona
boards in March 1999. Before the Merger, he served as Vice President, Treasurer
and a director of Heritage. Mr. Weise also serves as President of CFS and
President of Central Bancshares. He has been

involved with the Central Bank group of companies since they were founded in
1988. He was the Chief Financial Officer of BMS until its sale to Norwest
Corporation.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE
ABOVE NOMINEES FOR THE TERMS INDICATED.

The affirmative vote of a majority of the shares of Common Stock
present and entitled to vote with respect to the election of Directors is
required for the election of the Director nominees to the Board of Directors.

BOARD MEETINGS AND COMMITTEES

During the year ended December 31, 2000, the Board of Directors of the
Company held nine regularly scheduled and special meetings. All Directors
attended at least 75% of the meetings of (i) the Board of Directors held during
the period for which they served as Directors and (ii) the Board committees of
which they served during the periods such persons served on such committees. The
Company has an Audit Committee and a Compensation Committee. The Company does
not have a Nominating Committee.

The Audit Committee for the year ended December 31, 2000 consisted of
Messrs. Dybdal, Madison and Dr. Bloemendaal. The Audit Committee is responsible
for annually recommending to the Board of Directors the appointment of the
independent auditors as well as reviewing the auditors' independence and
performance. The Audit Committee monitors the integrity of the Company's
financial reporting process and internal controls, and is responsible for
reviewing the quarterly and annual financial statements prior to filing or
distribution. The Audit Committee held five meetings during the year ended
December 31, 2000.

The Compensation Committee for the year ended December 31, 2000
consisted of Messrs. Dybdal, Madison, Morrison, Weise, and Dr. Bloemendaal. The
Compensation Committee is responsible for setting the compensation and benefits
of the Company's executive officers, including the Chief Executive Officer, on
behalf of the Board of Directors and the shareholders. The Compensation
Committee met once during the year ended December 31, 2000.

COMPENSATION OF DIRECTORS

All Directors of the Company and Heritage Bank receive one $250 fee for
each monthly board meeting. In addition, Directors not employed by the Company,
or its affiliates, receive a monthly retainer of $250. The Company also
reimburses Directors for out-of-pocket expenses incurred in attending monthly
board meetings. Mr. Morrison and Mr. Weise, as Directors of Valley Bank of
Arizona, receive on $250 fee for each monthly board meeting and are reimbursed
for out-of-pocket expenses incurred in attending monthly board meetings. Mr.
Morrison, Mr. Weise and Mr. Clark do not receive a Director fee from Valley
Bancorp, Inc. All Directors are eligible for awards under the 2000 Long-Term
Incentive and Stock Option Plan. See "Executive Compensation and Other
Information - Stock Option Plan".

AUDIT COMMITTEE REPORT AND APPOINTMENT OF AUDITORS

AUDIT COMMITTEE REPORT

The Audit Committee of the Company's Board of Directors is composed of
the following non-employee directors: Messrs. Dybdal, Madison and Dr.
Bloemendaal. All of the members of the Audit Committee are independent for
purposes of the Nasdaq listing requirements. The Audit Committee operates under
a written charter adopted by the Board of Directors, a copy of which is attached
to this Proxy Statement as Exhibit A. The Audit Committee recommends to the
Board of Directors the appointment of the Company's independent accountants. The
Board of Directors has appointed KPMG, LLP as the Company's independent auditor
for 2001. Representatives of KPMG are expected to be present at the Annual
Meeting of shareholders and will have an opportunity to make a statement if they
desire to do so and will be available to respond to appropriate questions from
shareholders.

Management is responsible for the Company's internal controls and the
financial reporting process. The Company's independent accountants are
responsible for performing an independent audit of the Company's consolidated
financial statements in accordance with auditing standards generally accepted in
the United States of America, and to issue a report on the Company's financial
statements. The Audit Committee's responsibility is to monitor and oversee these
processes.

In this context, the Audit Committee has met and held discussions with
management and the independent accountants. Management represented to the Audit
Committee that the Company's consolidated financial statements were prepared in
accordance with accounting principles generally accepted in the United States of
America, and the Audit Committee has reviewed and discussed the consolidated
financial statements with management and the independent accountants. The Audit
Committee discussed with the independent accountants matters required to be
discussed by Statement on Auditing Standards No. 61 (Communications with Audit
Committees).

The Company's independent accountants also provided to the Audit
Committee the written disclosure required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), and the Audit
Committee discussed with the independent accountants the accounting firm's
independence. The Committee also considered whether non-audit services provided
by the independent accountants during the last year were compatible with
maintaining the independent accountants' independence.

Based upon the Audit Committee's discussion with management and the
independent accountants and the Audit Committee's review of the representation
of management and the report of the independent accountants to the Audit
Committee, the Audit Committee recommended to the Board of Directors that the
audited consolidated financial statements be included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2000 filed with the
Securities and Exchange Commission.

Members of the Audit Committee

J. William Bloemendaal
Elliott L. Dybdal
William L. Madison, Chairman

ADDITONAL INFORMATION ABOUT OUR INDEPENDENT AUDITOR

AUDIT FEES

Audit fees billed or expected to be billed to the Company by KPMG, LLP
for the audit of the Company's financial statements for the year ended December
31, 2000 and for reviews of the Company's financial statements included in the
Company's quarterly reports on Form 10-Q for the year 2000 totaled $96,475.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

No fees were billed or are expected to be billed to the Company by
KPMG, LLP for services provided during the last year for the design and
implementation of financial information systems.

ALL OTHER FEES

Fees billed or expected to be billed to the Company by KPMG, LLP for
all other services, including tax-related services and the issuance of a consent
related to the Form S-8 filing, provided during the last year totaled $20,340.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Company's Board of Directors is
composed of the following non-employee directors: Messrs. Dybdal, Madison,
Morrison and Dr. Bloemendaal. Mr. Weise currently serves as Chairman of the
Compensation Committee. The Compensation Committee advises the Chief Executive
Officer and the Board of Directors on matters of compensation philosophy and
recommends salaries, incentives and other forms of compensation for the
Company's Directors, officers and other employees. The Compensation Committee
has reviewed and is in accord with the compensation paid to executive officers
in 2000.

COMPENSATION POLICY

The basic objective of the Compensation Committee is to establish a
compensation package appropriate for each officer's scale of responsibility and
performance, commensurate with the marketplace compensation for executives of
companies of similar size as the Company, and to attract, motivate and retain
executives of the necessary caliber. In determining each officer's compensation,
the Compensation Committee reviews the compensation of each officer, the
individual achievements and performance of each officer and salary
recommendations made by the Chief Executive Officer covering all officers (other
than the Chief Executive Officer). The specific recommendations reflect the job
responsibilities assigned to each officer, the manner in which those duties have
been performed, and the prevailing market conditions relative to each position.

BONUS AWARDS FOR 2000

The Company maintains a bonus plan for its executive officers and other
management personnel. Bonuses payable under the plan are based on return on
assets, asset quality and the overall growth and performance of the Company's
subsidiary banks. In early 2001, the Compensation Committee approved bonuses for
executive officers and certain other employees for recognition of established
objectives during 2000.

LONG-TERM INCENTIVE COMPENSATION

Long-term incentives are provided through the grant of stock options.
The grants are designed to align the interest of each executive officer with
those of our shareholders and provide each individual with an incentive to seek
the same objectives as shareholders, to retain executives through vesting and to
lower the overall cash cost of compensation. In general, option grants are
viewed as incentives for future performance and not as compensation for past
accomplishments. In determining the number of shares subject to stock option
grants, the Board of Directors takes into consideration the job
responsibilities, experience and contributions of the individual as well as the
recommendations of the Chief Executive Officer. The options vest over a period
of four years and are generally not exercisable for at least one year after the
date of grant. Each option grant allows the individual to acquire shares of the
Company's Common Stock at a fixed price per share over a ten-year period of
time. Executive officers receive gains from stock options only to the extent
that the fair market value of the stock has increased since the date of the
option grant.

CHAIRMAN AND CEO COMPENSATION

Mr. Morrison does not receive direct compensation for his services as
the Company's Chairman of the Board. He is compensated for his services as an
officer of the Company through CFS and as a Director through the Director's fees
received. Mr. Weise does not receive direct compensation for his services as the
Company's Chief Executive Officer. See "Executive Compensation and Other
Information - Certain Relationships and Related Transactions Between Management
and the Company."

COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(m)

As a result of Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code"), which was enacted into law in 1993, the Company will not
be allowed a federal income tax deduction for compensation paid to certain
executive officers to the extent that compensation exceeds $1 million per
officer in any one year. This limitation will apply to all compensation paid to
the covered executive officers which is not considered to be performance based.
Compensation which does qualify as performance-based compensation will not have
to be taken into account for purposes of this limitation. The Committee believes
that options granted under the Company's Stock Option Plan will meet the
requirements for qualifying as performance-based.

Section 162(m) of the Code did not affect the deductibility of
compensation paid to our executive officers in 2000 and is not anticipated to
affect the deductibility of such compensation expected to be paid in the
foreseeable future. The Committee will continue to monitor this matter and may
propose additional changes to the executive compensation program if warranted.

Members of the Compensation Committee

J. William Bloemendaal
Elliott L. Dybdal
William L. Madison
John M. Morrison
Kurt R. Weise, Chairman

EXECUTIVE COMPENSATION AND OTHER INFORMATION

The following table shows the cash and non cash compensation paid by the
Company during the past three years, to its Chief Executive Officers and each
executive officer who received cash compensation from the Company during the
year ended December 31, 2000 exceeding $100,000.

SUMMARY COMPENSATION TABLE

LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
NAME AND ------------------------ ---------------------- ALL OTHER
PRINCIPAL POSITIONS YEAR SALARY BONUS NUMBER OF OPTIONS(2) COMPENSATION
- -------------------------------------------------------------------------------------------------------

John M. Morrison 2000 (1) - 5,000 -
Chairman of the Board 1999 (1) - - -
and Director 1998 (1) - - -

Kurt R. Weise 2000 (1) - 4,000 -
President, Chief Executive 1999 (1) - - -
Officer and Director 1998 (1) - - -

Kevin P. Clark 2000 $110,250 $33,000 3,500 $14,800(3)
Senior Vice President, 1999 $105,000 $35,000 - $8,400(3)
Secretary and Director 1998 $100,000 $16,100 - $8,100(3)

Steve L. Feurt 2000 $105,700 $28,000 3,500 $11,000(4)
Senior Vice President, 1999 $89,250 $29,750 - $6,000(4)
Chief Credit Officer and 1998 $85,000 $10,860 - $4,290(4)
Director

Bruce K. Weldele (5) 2000 - - - -
Chairman of the Board, 1999 - - - -
President, Chief Executive 1998 $45,500 - - $7,500(6)
Officer and Director

- ----------------------
(1) Mr. Morrison and Mr. Weise do not receive direct compensation for their
services as the Company's Chairman of the Board and Chief Executive
Officer, respectively. Each is compensated for services as a Director
through the Directors' fees received and for services as an officer of
the Company through CFS. See "Proposal One - Election of Directors -
Compensation of Directors" and "Executive Compensation and Other
Information - Certain Relationships and Related Transactions Between
Management and the Company".

(2) Represents options granted pursuant to the Company's Stock Option Plan,
subject to a pro rata vesting over a four year period with the first
25% installment vesting on May 23, 2001.

(3) Includes the Company's contributions on behalf of such officer to the
Company's 401(k) Thrift Retirement Plan (the "401(k) Plan") of $6,300,
$5,100 and $4,800 in 2000, 1999 and 1998, respectively, and
contributions to a deferred compensation plan of $8,500 in 2000 and
$3,300 in both 1999 and 1998.

(4) Includes the Company's contributions on behalf of such officer to the
401(k) Plan of $6,000, $5,000 and $4,290 in 2000, 1999 and 1998,
respectively, and contributions to a deferred compensation plan of
$5,000 in 2000 and $1,000 in 2000 and 1999, respectively.

(5) Mr. Weldele retired on March 6, 1998 in connection with the Merger.

(6) Represents the Company's or its subsidiaries' contributions on behalf
of such officer to the 401(k) Plan.

STOCK APPRECIATION RIGHTS PROGRAM. In July 1998, the Company adopted a
stock appreciation rights ("SARs") plan. The plan was a cash bonus program tied
to the price movement of the Common Stock. During July 1998, the Company awarded
26,500 shares under the plan at a strike price of $28.06. As of December 31,
1999, 800 shares had been forfeited. The Company awarded an additional 2,400
shares during January 1999 at a strike price of $23.03. Each award had a
three-year vesting period. As of December 31, 1999, no liability under the plan
was necessary. During 2000, the Board of Directors rescinded the SARs plan and
at December 31, 2000 no rights were outstanding.

STOCK OPTION PLAN. The Company's 2000 Long-Term Incentive and Stock
Option Plan (the "Plan") was adopted by the Company's Board of Directors on
January 25, 2000 and approved by the Company's shareholders at the Annual
Meeting held on May 23, 2000. The purpose of the Plan is to aid in attracting
and retaining employees, management, other personnel and non-employee directors
capable of assuring the future success of the Company, to offer such persons
incentives to put forth maximum efforts for the success of the Company's
business and to afford them an opportunity to acquire a proprietary interest in
the Company.

The Plan provides for a maximum of 120,000 shares of the Company's
Common Stock for issuance under options or other awards subject to adjustment in
certain circumstances. In May 2000, the Board of Directors granted options to
acquire 31,800 shares of Common Stock.

The following table contains information concerning the grant of stock
options under the Plan during 2000 to each of the executive officers named in
the Summary Compensation Table.

STOCK OPTIONS GRANTED IN 2000

INDIVIDUAL GRANTS POTENTIAL REALIZABLE
- ------------------------------------------------------------------------------ VALUE AT ASSUMED
ANNUAL RATES OF
NUMBER OF STOCK PRICE
SECURITIES APPRECIATION FOR
UNDERLYING PERCENT OF TOTAL OPTION TERM
OPTIONS OPTIONS GRANTED EXERCISE EXPIRATION ---------------------
NAME GRANTED(1) IN 2000(2) PRICE DATE 5% 10%
- ---- ---------- ---------- ----- ---- -- ---

Kevin P. Clark 3,500 11.0% $14.875 5/23/10 $32,700 $ 82,900
Steve L. Feurt 3,500 11.0% $14.875 5/23/10 $32,700 $ 82,900
John M. Morrison 5,000 15.7% $16.3625 5/23/10 $39,300 $111,000
Kurt R. Weise 4,000 12.6% $14.875 5/23/10 $37,400 $ 94,800

- ----------------
(1) Each option represents the right to purchase one share of the Company's
Common Stock, subject to pro rata vesting over a four year period with
the first 25% installment vesting on May 23, 2001.

(2) In 2000, the Board of Directors granted options to purchase an
aggregate of 31,800 shares of Common Stock.

The following table sets forth information concerning the exercise of
options during 2000 and unexercised options held as of December 31, 2000 for
each of the executive officers named in the Summary Compensation Table.

AGGREGATED OPTIONS EXERCISES IN 2000 AND YEAR END OPTION VALUES

NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SHARES AT YEAR END(#) AT YEAR END($)
ACQUIRED ON VALUE -------------- --------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ----------- ----------- ------------- ----------- -------------

Kevin P. Clark - - - 3,500 - $3,250(1)
Steve L. Feurt - - - 3,500 - $3,250(1)
John M. Morrison - - - 5,000 - $ - (2)
Kurt R. Weise - - - 4,000 - $3,700(1)

- --------------------
(1) The exercise price on the option grant date was $14.875. The price of
the Common Stock at December 31, 2000 was $15.8055.

(2) The exercise price on the option grant date was $16.3625.

DEFERRED COMPENSATION PLANS. The Company has a deferred compensation
agreement with Kevin P. Clark that provides for pre-determined periodic payments
over 15 years upon retirement or death. In the event of acquisition of the
Company by a third party, disability or early retirement, the pre-determined
payments are based on years of service. Amounts expensed under this agreement
were approximately $8,500 during the year ended December 31, 2000.

In October 1999, the Company adopted a supplemental retirement
agreement with Steve L. Feurt that provides for benefits upon retirement,
disability or death. The plan vests 10% for every plan year of employment and
100% after 10 plan years. Vesting is considered 100% upon determination of full
or partial disability, death or change of control, with payment made in a lump
sum within 60 days. The amount expensed under this agreement was approximately
$5,000 for the year ended December 31, 2000.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Dybdal, Madison, Morrison, Weise and Dr. Bloemendaal currently
serve on the Company's Compensation Committee. None of these individuals has at
any time been an officer or employee of the Company with the exception of Mr.
Weise who serves as President and Chief Executive Officer of the Company and
Vice President of Heritage Bank. No interlocking relationship exists between the
Board of Directors or the Compensation Committee and the board of directors or
compensation committee of any other company, nor has any such interlocking
relationship existed in the past.

Heritage Bank, a wholly owned subsidiary of the Company, has made the
following loans which exceed $60,000 to members of the Compensation Committee,
or their related businesses, in the ordinary course of business. Federal
regulations require that all loans or extensions of credit to executive officers
and Directors of the Company and its Subsidiaries must be made on substantially
the same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with other nonaffiliated persons and must
not involve more than the normal risk of repayment or present other unfavorable
features.

LARGEST AGGREGATE
NATURE OF AMOUNT FOR THE YEAR BALANCE AT NOTE RATE AT
NAME INDEBTEDNESS ENDED DECEMBER 31, 2000 DECEMBER 31, 2000 DECEMBER 31, 2000
- ---- ------------ ----------------------- ----------------- -----------------

Johnson Madison General Business
Lumber Co. Line of Credit $2,270.000 $935,000 10.50%
Mr. Madison,
Owner Equipment $ 489,223 $420,496 10.50%
Line of Credit

Other Related Commercial $ 758,874 $660,081 7.95%, 8.00%
Businesses Real Estate and 8.75%
Mr. Madison, Loans
Owner

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS BETWEEN MANAGEMENT AND THE
COMPANY

The Company has a wholly owned subsidiary, Heritage Bank, and an
indirect owned subsidiary, Valley Bank of Arizona. Heritage Bank has made and
may in the future make mortgage and consumer loans to the Company's Directors
and executive officers in accordance with applicable federal and State of
Montana statutes and regulations. These loans are currently made in the ordinary
course of business on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
nonaffiliated persons and, in the judgment of management, do not involve more
than the normal risk of collectibility or present other unfavorable features.
Heritage Bank has made the following loans which exceed $60,000 to Directors and
executive officers.

Mr. Feurt, Residential $ 84,715 $ 83,694 7.00%
Director Real Estate Loan

Mr. Feurt, Installment $ 22,588 $ - NA
Director Loan, automobile

Mr. Feurt, Home Equity $ 29,138 $ 26,945 8.50%
Director Loan

Mr. Feurt, Installment $ 28,107 $ 19,269 6.50%, 7.95%,
Director (1) Loans, automobiles 8.50% and 9.25%

- -----------------
(1) Includes various installment loans to Mr. Feurt's two children.

Valley Bank of Arizona has not had loans outstanding with the Company's
Directors and executive officers since the beginning of the year 2000. If such
loans are made in the future they will be made in accordance with applicable
federal and State of Arizona statutes and regulations.

CFS, of which John M. Morrison is the sole shareholder and Chairman of
the Board of Directors, and Kurt R. Weise is the President, provides to the
Company and Heritage Bank, various management services, including accounting and
tax services, investment consulting, personnel consulting, insurance advisory
services and regulatory consulting. Fees for these services totaled
approximately $348,000 for the year ending December 31, 2000. Messrs. Morrison
and Weise are compensated for their services as officers of the Company through
the fees paid to CFS.

Central Bank, of which Larry D. Albert is a President and Chief
Executive Officer and Jerome H. Hentges is a President, sold loan participations
to Heritage Bank and Valley Bank of Arizona in the aggregate original principal
amount of $150,000 and $0, respectively, for the year ended December 31, 2000
and is expected to continue to sell loan participations to Heritage Bank and
Valley Bank of Arizona. Mr. Morrison is the sole shareholder and Chief Executive
Officer, and Mr. Weise is the President of Central Bancshares, the parent of
Central Bank.

Heritage Bank, of which Mr. Clark is President and Chief Executive
Officer, sold loan participants to Valley Bank of Arizona in the aggregate
original principal amount of $301,000 for the year ended December 31, 2000 and
may continue to sell loan participations to Valley Bank of Arizona.

Valley Bank of Arizona, of which Messrs. Morrison and Weise are
Directors, sold loan participations to Heritage Bank in the aggregate original
principal amount of $720,000 for the year ended December 31, 2000 and may
continue to sell loan participations to Heritage Bank.

Each of the loan participation sales noted in the previous paragraphs
have been, and, in the future will be, sold on substantially the same terms as
loan participations are sold to nonaffiliated persons.

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The only non-management persons known to the Company to own
beneficially more than 5% of the outstanding shares of the Company's Common
Stock as of March 31, 2001 are as follows:

NUMBER OF SHARES PERCENT OF SHARES
NAME AND ADDRESS BENEFICIALLY OWNED OUTSTANDING
---------------- ------------------ -----------

Eighteen Seventy Financial Inc. 119,900 shares(1) 7.26%
Two Manhattanville Road
Purchase, New York 10577

- ---------------------
(1) As reported by schedule 13D dated August 30, 1996 filed by Eighteen
Seventy Financial Inc. and its parent corporation, Eighteen Seventy
Corporation.

SECURITIES OWNERSHIP OF MANAGEMENT

The following table sets forth information as of February 28, 2001
concerning the shares of Company's Common Stock beneficially owned by each
Director, by each Director nominee, by the executive officers named in the
Summary Compensation Table above and by all Directors and executive officers of
the Company as a group. Except as otherwise noted, each beneficial owner listed
has sole investment and voting power with respect to the Common Stock indicated.

NUMBER OF SHARES PERCENT OF SHARES
NAME BENEFICIALLY OWNED OUTSTANDING
---- ------------------ -----------

John M. Morrison 509,197(1) 31.5%
Kurt R. Weise 34,400(2) 2.2
J. William Bloemendaal 30,000(3) 1.9
Kevin P. Clark 28,601(4) 1.8
Steve L. Feurt 25,625(5) 1.6
Elliott L. Dybdal 21,750 1.4
William L. Madison 1,700 *
Larry D. Albert 500 *
Jerome Hentges 1,300 *

All Directors and executive
officers as a group (9 persons) 653,073 40.4

- -------------------------
* Less than 1%.

(1) Includes 63,000 shares held by Central Bancshares of which Mr. Morrison
is the sole shareholder, 19,570 shares held by CFS of which Mr.
Morrison is the sole shareholder and Chairman of the Board of
Directors, 19,570 shares held in a trust for the benefit of one of Mr.
Morrison's daughters of which Mr. Morrison's spouse, Susan Morrison, is
the trustee, and 13,400 and 1,300 shares, respectively, held in the
Individual Retirement Accounts ("IRAs") of John Morrison and Susan
Morrison.

(2) Includes 2,000 shares held by Mr. Weise in an IRA and 900 shares held
by Mr. Weise's spouse.

(3) Includes 4,100 shares held by Dr. Bloemendaal in an IRA and 10,000
shares held by Great Falls Orthopaedic Associates Profit Sharing and
Pension Plans of which Dr. Bloemendaal is trustee. Voting and
investment power of 15,900 of such shares are shared with Dr.
Bloemendaal's spouse with whom shares are held jointly.

(4) Includes 2,050 shares held by Mr. Clark in an IRAccount, 800 shares in
a 401(k) Thrift Retirement Plan and 1,800 shares held in the name of
his children, for whom Mr. Clark is custodian.

(5) Includes 4,975 shares held by Mr. Feurt in an IRA and 3,050 shares in a
401(k) Thrift Retirement Plan.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's Directors and executive officers to file reports of ownership and
changes in ownership of the Company's Common Stock with the Securities and
Exchange Commission, and the Company is required to identify any of those
individuals who failed to file such reports on a timely basis. Based solely on a
review of the copies of such reports furnished to the Company and written
representations from the executive officers and Directors, the Company believes
that during 2000 all Directors and executive officers of the company complied
with their Section 16(a) filing requirements.

STOCK PRICE PERFORMANCE GRAPH(1)

The graph below compares cumulative total shareholder return of the
Company, the Standard & Poor's ("S & P") 500 Index and the SNL Thrift Index.
Total returns assume a $100 investment on December 31, 1995 and are based on
reinvestment of all dividends.

TOTAL RETURN PERFORMANCE

[PLOT POINTS CHART]

PERIOD ENDING
-----------------------------------------------------------------
INDEX 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/2000
- -----------------------------------------------------------------------------------------

United Financial Corp. 100.00 115.49 164.37 143.29 128.34 117.43

S&P 500 100.00 122.86 163.86 210.64 254.97 231.74

SNL Thrift Index 100.00 130.30 221.71 195.00 159.29 254.35

(1) The years 1995 and 1996 of the Stock Performance Graph incorporate the
performance of United Savings Bank prior to the formation of the
Company.

SHAREHOLDER PROPOSALS

Any shareholder wishing to include a proposal in the Company's Proxy
Statement for its 2002 Annual Meeting of Shareholders must submit such proposal
for consideration in writing to the Secretary of the Company at the address
indicated on the first page of this Proxy Statement no later than December 19,
2001. Any such proposal will be subject to the requirements of the proxy rules
adopted under the Securities Exchange Act of 1934.

Management may use discretionary authority to vote against any
shareholder proposal presented at the Company's 2002 Annual Meeting of
Shareholders if: (1) such proposal has been properly omitted from the Company's
proxy materials under federal securities law, (2) notice of such proposal was
not submitted to the Secretary of the Company at the address indicated on the
first page of this Proxy Statement by March 1, 2002 or (3) the proponent has not
solicited proxies in compliance with federal securities laws from the holders of
at least the percentage of the Company's Common Stock required to carry the
proposal.

ADDITIONAL INFORMATION

The Company has filed with the Commission, for the year ended December
31, 2000, an Annual Report on Form 10-K, together with applicable financial
statements and schedules thereto. THE COMPANY WILL FURNISH, WITHOUT CHARGE, UPON
WRITTEN REQUEST OF ANY SHAREHOLDER WHO REPRESENTS IN HIS REQUEST THAT HE WAS THE
BENEFICIAL OWNER OF THE COMPANY'S COMMON STOCK ON APRIL 10, 2001, A COPY OF THE
ANNUAL REPORT ON FORM 10-K. Requests should be directed to: Paula J. Delaney
C.P.A., CFO, United Financial Corp., P.O. Box 2779, Great Falls, Montana 59403.

YOU ARE URGED TO VOTE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE AT YOUR EARLIEST CONVENIENCE, WHETHER OR NOT
YOU CURRENTLY PLAN TO ATTEND THE ANNUAL MEETING IN PERSON.

By the Order of the Board of Directors

/s/ John M. Morrison

JOHN M. MORRISON
CHAIRMAN OF THE BOARD

April 20, 2001

Exhibit A

UNITED FINANCIAL CORP.

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

I. AUDIT COMMITTEE PURPOSE

The Audit Committee is appointed by the Board of Directors to assist
the Board in fulfilling its oversight responsibilities. The Audit
Committee's primary duties and responsibilities are to:

* Monitor the integrity of the Company's financial
reporting process and systems of internal controls
regarding finance, accounting, and legal compliance.

* Monitor the independence and performance of the
Company's independent auditors and internal auditing
department.(1)

* Provide an avenue of communication among the independent
auditors, management, the internal auditors, and the
Board of Directors.

The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities, and it has direct
access to the independent auditors as well as anyone in the
organization. The Audit Committee has the ability to retain, at the
Company's expense, special legal, accounting, or other consultants
or experts it deems necessary in the performance of its duties.

II. AUDIT COMMITTEE COMPOSITION AND MEETINGS

Audit Committee members shall meet the requirements of the NASD
Exchange. The Audit Committee shall be comprised of three or more
directors as determined by the Board, each of whom shall be
independent nonexecutive directors, free from any relationship that
would interfere with the exercise of his or her independent
judgment. All members of the Committee shall have a basic
understanding of finance and accounting and be able to read and
understand fundamental statements, and at least one member of the
Committee shall have accounting or related financial management
expertise and expertise regarding the regulatory requirements of the
Company's industry.

Audit Committee members shall be appointed by the Board. on
recommendation of the Nominating Committee. If an audit committee
Chair is not designated or present, the members of the Committee may
designate a Chair by majority vote of the Committee membership.

The Committee shall meet at least four times annually, or more
frequently as circumstances dictate. The Audit Committee Chair shall
prepare and/or approve an agenda in advance of each meeting. The
Committee should meet privately in executive session at least
annually with management, the internal auditors, the independent
auditors, and as a committee to discuss any matters that the
Committee or each of these groups believe should be discussed. In
addition, the Committee, or at least its Chair, should communicate
with management and the independent auditors quarterly to review the
Company's financial statements and significant findings based upon
the auditors limited review procedures.

- --------------------
(1) This function is out-sourced to an independent public accounting firm.

A-1

III. AUDIT COMMITTEE RESPONSIBILITIES AND DUTIES

Review Procedures

1. Review and reassess the adequacy of this Charter at least
annually. Submit the charter to the Board of Directors for
approval and have the document published at least every three
years in accordance with SEC regulations.

2. Review the Company's annual audited financial statements prior
to filing or distribution. Review should include discussion
with management and independent auditors of significant issues
regarding accounting principles, practices, and judgments.

3. In consultation with the management, the independent auditors,
and the internal auditors, consider the integrity of the
Company's financial reporting processes and controls. Discuss
significant financial risk exposures and the steps management
has taken to monitor, control, and report such exposures.
Review significant findings prepared by the independent
auditors and the internal auditors together with management's
responses.

4. Review with financial management and the independent auditors
the company's quarterly financial results prior to the release
of earnings and/or the company's quarterly financial
statements prior to filing or distribution. Discuss any
significant changes to the Company's accounting principles and
any items required to be communicated by independent auditors
in accordance with SAS 61 (see item 9). The Chair of the
Committee may represent the entire Audit Committee for
purposes of this review.

Independent Auditors

5. The independent auditors are ultimately accountable to the
Audit Committee and the Board of Directors. The Audit
Committee shall review the independence and performance of the
auditors and annually recommend to the Board of Directors the
appointment of the independent auditors or approve any
discharge of auditors when circumstances warrant.

6. Approve the fees and other significant compensation to be paid
to the independent auditors.

7. On an annual basis, the Committee should review and discuss
with the independent auditors all significant relationships
they have with the Company that could impair the auditors'
independence.

8. Review the independent auditors engagement letter - discuss
scope, staffing, locations, reliance upon management, and
internal audit and general audit approach.

9. Prior to releasing the year-end earnings, discuss the results
of the audit with the independent auditors. Discuss certain
matters required to be communicated to audit committees in
accordance with AICPA SAS 61.

10. Consider the independent auditors' judgments about the quality
and appropriateness of the Company's accounting principles as
applied in its financial reporting.

11. Discuss with management and the independent auditors the
quality of the accounting principles and underlying estimates
used in the preparation of the Company's financial statements.

12. Discuss with the independent auditors the clarity of the
financial disclosure practices used or proposed by the
Company.

A-2

13. Inquire as to the independent auditors' views about whether
management's choices of accounting principles appear
reasonable from the perspective of income, asset and liability
recognition, and whether those principles are common practices
or are minority practices.

Internal Audit Department and Legal Compliance

14. Review the budget, plan, changes in plan, activities,
organizational structure, and qualifications of the internal
audit function, as needed.

15. Review the appointment, performance, and replacement of the
independent public accounting firm performing the internal
audit function.

16. Review significant reports prepared by the internal auditors
together with management's response and follow-up to these
reports.

17. On at least an annual basis, review with the Company's
counsel, any legal matters that could have a significant
impact on the organization's financial statements, the
Company's compliance with applicable laws and regulations, and
inquiries received from regulators or governmental agencies.

18. Review all reports concerning any significant fraud or
regulatory noncompliance that occurs at the Company. This
review should include consideration of the internal controls
that should be strengthened to reduce the risk of a similar
event in the future.

Other Audit Committee Responsibilities

19. Annually prepare a report to shareholders as required by the
Securities and Exchange Commission. The report should be
included in the Company's annual proxy statement.

20. Perform any other activities consistent with this Charter, the
Company's by-laws, and governing law, as the Committee or the
Board deems necessary or appropriate.

21. Maintain minutes of meetings and periodically report to the
Board of Directors on significant results of the foregoing
activities.

Other Optional Charter Disclosures

22. Establish, review, and update periodically a Code of Ethical
Conduct and ensure that management has established a system to
enforce this Code.

23. Periodically perform self-assessment of audit committee
performance.

24. Review financial and accounting personnel succession planning
within the company.

25. Annually review policies and procedures as well as audit
results associated with directors' and officers expense
accounts and perquisites. Annually review a summary of
director and officers' related party transactions and
potential conflicts of interest.

A-3

UNITED FINANCIAL CORP.

REVOCABLE PROXY FOR 2001 ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned, having duly received the Notice of Annual Meeting of
Shareholders and Proxy Statement dated April 20, 2001, hereby appoints Kurt R.
Weise and Kevin P. Clark (each with the power to act alone and with the power of
substitution and revocation) to vote all shares of Common Stock of United
Financial Corp. which the undersigned is entitled to vote at the Annual Meeting
of Shareholders (the "Annual Meeting"), to be held at the Heritage Inn, 1700 Fox
Farm Road in Great Falls, Montana on May 22, 2001 at 1:00 p.m., Mountain time,
and at any and all adjournments thereof, as follows.

1. Election of directors for all nominees listed below (except as marked to
the contrary):

[ ] FOR [ ] WITHHELD

TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, PLACE A LINE THROUGH THE
NOMINEE'S NAME BELOW:

J. WILLIAM BLOEMENDAAL, ELLIOTT L. DYBDAL, WILLIAM L. MADISON,
KEVIN P. CLARK

The Board of Directors recommends a vote "FOR" proposition 1.

THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSITION STATED.

(CONTINUED, AND TO BE COMPLETED AND SIGNED, ON THE REVERSE SIDE)

(CONTINUED FROM OTHER SIDE)

This proxy may be revoked by filing a subsequently dated proxy or by
notifying the Secretary of United Financial Corp. of your decision to revoke
this proxy, either in person at the Annual Meeting or in writing.

When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by the President
or other authorized officer. If a partnership, please sign in partnership name
by an authorized person.

Date: ____________________________, 2001

________________________________________
Signature

________________________________________
Signature if jointly held

PLEASE MARK, DATE AND RETURN THIS PROXY PROMPTLY