EMPLOYMENT AGREEMENT

      This  Employment Agreement (the "Agreement") is entered  into this
31st    day    of   July,  1997  by  and  between   First   Commonwealth
Corporation,   a  Virginia Corporation (the "Company")  and   James   E.
Melville ("Executive").
                               WITNESSETH:

      WHEREAS,  the  Company is engaged in the business of  selling  and
administering insurance; and

       WHEREAS,   the  Executive is experienced in the  management   and
operations of insurance business; and

       WHEREAS,  the  Company desires to employ the Executive   in   the
capacity,   and  on  the terms as set forth herein, and  the   Executive
desires  to  be employed by the Company in such position  and   on   the
terms and subject to the conditions herein contained; and

       WHEREAS,  the parties hereby acknowledge that notwithstanding any
other  communication whether written or oral, this  Employment Agreement
is   intended  to set forth the complete understanding  of the   parties
with respect to the employment of the Executive by the Company as of and
from the date hereof.

       NOW,   THEREFORE,  in consideration of these premises   and   the
respective   covenants   and agreements hereinafter   set   forth,   the
parties hereby agree as follows:

      1.      EMPLOYMENT   AND  DUTIES OF THE  EXECUTIVE.   The  Company
hereby  employs  the  Executive  and the Executive  accepts   employment
as  Senior  Executive  Vice President/Chief Financial  Officer  of   the
Company.   In   addition   to  his duties as   Senior   Executive   Vice
President/Chief Financial Officer, the Executive agrees to  perform such
duties  as from time to time may be assigned by the  Board  of Directors
of  the Company (the "Board").  In the performance of such duties,   the
executive  will  at  all  times  serve  the  Company faithfully  and  to
the  best of his ability under the direction  and control of the  Board.
If  the  Executive is elected or appointed  to additional  or substitute
offices or positions with the Company  or any  of  its  subsidiaries  or
affiliates,  he  agrees to  accept  and serve  in  that  position.   The
parties  acknowledge  that as  of  the current    date,    such   duties
require   the   Executive   to   work approximately 25 hours  per  week.
The  Executive agrees that he will make  himself  available to work full
time  with  the  understanding that such increase in time spent will  be
considered by the Board in determining his annual bonus, if any.

      2.      TERM.   The  term  of  employment  under  this  Employment
Agreement will be for a period of  sixty  (60)  consecutive months  from
the  date  hereof,  unless sooner terminated as hereinafter provided.

      3.      COMPENSATION.  So long as the Executive is   employed   by
the  Company  pursuant to this Employment Agreement, the Executive  will
be entitled to the following compensation and fringe benefits:

          3.1.  SALARY.  For all services rendered by the Executive
     pursuant to this Employment Agreement, the Company will pay to  the
     Executive,    an    annual   salary   of   $238,200,    less    any
     compensation   received by reason of Executive's  participation  as
     a   director   of  the  Company  or any  of  its  subsidiaries   or
     affiliates.    Such  salary will be payable  in  equal   bi-monthly
     installments or at such other frequency as will be  consistent with
     the   Company's  normal  payroll  practices  with  other  employees
     in   effect  from  time to time.  Payments   of   salary  will   be
     subject  to  normal employee withholding and other  tax deductions.
     The  parties acknowledge that the annual salary is a  base   salary
     and  annual consideration shall  be  given  to granting   Executive
     a   bonus  based  on  factors  such as: inflation,  increase in the
     scope of duties and  extraordinary achievements.

           3.2.   FRINGE BENEFITS.  The Executive will be  entitled  to
     participate  in  the fringe benefit programs of  the  Company,   in
     existence  from  time  to time (including any pension  plan,  bonus
     program,  group  life  and medical insurance programs  and  medical
     expense reimbursement plans), as determined by the Board,   and  as
     are   made   available  to  employees  of  like   status   to   the
     Executive  on a comparable basis, and according to  the  rules  and
     regulations of such programs adopted by the Company  from time   to
     time.  Executive will be granted eight weeks vacation each year.

             3.3.     EXPENSES.    Upon  presentation   of    supporting
     documentation   as   may   reasonably   be   satisfactory   to  the
     Company,  the Company will pay or reimburse the Executive  for  all
     reasonable  travel,  entertainment,  and  other  business  expenses
     actually  incurred  by  the  Executive  during  the  term  of  this
     Employment  Agreement  in  the performance  of  his   services  and
     duties;   provided, however, that the type and  amount  of expenses
     will     be   consistent   with   expense   reimbursement  policies
     adopted from time to time, formally or informally  by the  Company.
     Any  expense  beyond  such  authorization   must   be  specifically
     authorized  in  advance by the president.    In   the  event  of  a
     dispute between the Company and the Executive as to the  nature  of
     such expenses, the decision of the  president will  be binding.  If
     an  income  tax deduction (Federal,  state or  local) is disallowed
     to  the  Company  for  any part  of  such  expense   payments,  the
     Executive agrees to repay  the  Company the  amount of the  expense
     reimbursement to the Executive paid by the Company upon  demand  by
     the Company.

            3.4.   PURCHASE OF UNITED TRUST GROUP NOTE.  The Company  or
     one  of  its  affiliates  will  on August  1,  1997  purchase   the
     $116,344.90  note of United Trust Group held by  Melville  for  its
     then current principal balance plus accrued interest.

     4.   TERMINATION.  The Executive's employment with the Company
may   be  terminated  and this Employment Agreement canceled  upon   the
following terms and conditions.

            4.1.    TERMINATION FOR CAUSE.  During the  terms  of   this
     Employment   Agreement,   the   Executive's   employment   may   be
     terminated   immediately,   with  or  without   written   or   oral
     notice,   by the Company for "Cause" (as hereinafter  defined).  If
     the   Executive's  employment with the Company  is  terminated  for
     "Cause"   all  compensation described  in  paragraphs  3.1  through
     3.3 of this Employment Agreement will terminate as  of the  date of
     such  termination  of employment.  Termination   for  "Cause"    is
     limited   to   the   following   grounds:  (i) misappropriation  of
     funds,  embezzlement,  or  willful and material damage of or to any
     material property of the Company, or  defrauding  or  attempting to
     defraud   the   Company;  (ii) conviction of any crime (whether  or
     not  involving  the  Company) which constitutes  a  felony  in  the
     jurisdiction involved; (iii) malfeasance  or  non-feasance  in  the
     performance by the Executive of his duties hereunder; (iv)  failure
     or  refusal   by the  Executive to perform his duties in  the  best
     interests   of  the Company and in accordance with  the  directions
     given  by the Board,  the  chairman  of the board or the  president
     of   the Company;  or  (v) a material breach by the Executive,   in
     the  sole  opinion of the Company, or any of the provisions of this
     Employment Agreement; which breach continues after  notice  of  the
     breach,  either  oral  or  written,  from  the  Company   to    the
     Executive.   Upon  termination of the Executive  for  "Cause",  the
     Company   will   pay  the Executive's salary and  other   benefits,
     including   reimburse   the   Executive for   authorized   expenses
     incurred,   through  the date of termination  of  the   Executive's
     employment.    The  Executive acknowledges and  agrees   that   the
     foregoing   will   be  the Company's only obligations   and   total
     liability   to  the  Executive for termination of  the  Executive's
     employment for "Cause".

                4.2.   TERMINATION  WITHOUT  CAUSE.   The  Company   may
    terminate  the Executive without cause at any time by providing  the
    Executive    thirty    (30)   days   prior   written    notice    of
    termination.   Upon  termination without  cause,  the  Company  will
    continue  to pay the Executive compensation in the amount  equal  to
    the  Executive's then salary for the remainder of the  term of  this
    Employment  Agreement  as if Executive  had  not   been  terminated,
    plus any bonuses which the Executive  would  have been  entitled  to
    had   the  Executive  not  been  terminated,   and  reimburse    the
    Executive  for  authorized  expenses  incurred through the  date  of
    termination of the Executive's employment. The Company will also, if
    required by law, allow the Executive to  continue  any  medical  and
    hospitalization   plan  and/or insurance  at  the  Executive's  sole
    cost  and   responsibility. The  Executive acknowledges  and  agrees
    that the foregoing will be  the Company's only obligations and total
    liability to  the Executive   for  termination  of  the  Executive's
    employment without cause.

              4.3.     VOLUNTARY   RESIGNATION.    The    Executive  may
    voluntarily  resign  prior  to the expiration  of  this   Employment
    Agreement,  upon providing the Company with at  least  fifteen  (15)
    days'  prior  written  notice.  Upon  the  effective  date   of  the
    Executive's   resignation,  the  Company  will  pay the  Executive's
    salary  and  other benefits, including reimbursement for  authorized
    expenses  incurred, through the effective  date of  the  Executive's
    resignation.   The Company will  also,  if required  by  law,  allow
    the  Executive  to continue any  medical and  hospitalization  plans
    and/or  insurance  at the Executive's sole cost and  responsibility.
    The  Executive acknowledges  and agrees   that  the  foregoing  will
    be  the  Company's only obligations   and  total  liability  to  the
    Executive  for  termination  of  the  Executive's  employment    due
    to the Executive's voluntary resignation.

              4.4.   TERMINATION UPON DEATH.  The Executive's employment
    will   be  terminated automatically upon the Executive's  death.  As
    the  result of the Executive's death, the Company will  pay to   the
    Executive's   estate  a death  benefit  equal  to   the  Executive's
    salary  through  the  end of the month in   which   the  Executive's
    death occurs, plus reimbursement  for  authorized expenses  incurred
    by the Executive prior to his  death. The Executive acknowledges and
    agrees that the foregoing  will  be the  Company's  only obligations
    and  total   liability   to  the Executive for  termination  of  the
    Executive's employment due to the Executive's death.

            4.5.  TERMINATION UPON DISABILITY.  The Company may, upon 30
    days   prior  written  notice  to  the  Executive,  terminate    the
    Executive's  employment effective as of the date specified   in  the
    notice,  if,  due  to  any medical or psychological  disability  the
    Executive   is  not  able  to perform his  customary   services  and
    duties   for   30  continuous  business  days  or  45  noncontinuous
    business    days   within   a   90-day    period  (the   "Disability
    Period").   The  Company may retain a physician  of its   choice  to
    examine  the  Executive and to render  a  medical opinion   to   the
    Company    as   to   the   Executive's   medical   or  psychological
    disability.    The   Executive   consents to examination   by   such
    physician,  and  further  agrees   that   the  opinion    of    such
    physician  will  be   binding  upon  both  the Executive  and    the
    Company.    Upon  termination of the Executive's employment  due  to
    disability,  the  Company  will pay to   the   Executive  an  amount
    equivalent  to three months salary as termination compensation,  and
    if  required by law, allow the Executive  to  continue  any  medical
    or   hospitalization  plan and/or insurance   at   the   Executive's
    sole    cost  and responsibility.  The Executive will  receive  full
    compensation   for    any    period   of   temporary   illness    or
    disability.   The  Executive  acknowledges  and  agrees   that   the
    foregoing   will   be  the   Company's  only obligations  and  total
    liability  to   the  Executive for termination  of  the  Executive's
    employment due to disability.

            4.6.   RETURN OF  MATERIALS.  Upon the termination  of   the
     Executive's   employment, irrespective of  the  time,   manner   or
     reason   of    termination,   the   Executive   will    immediately
     surrender   and   deliver to the Company all  originals   and   all
     copies   of  reproductions  of books, records,  summaries,   lists,
     computer  software, and other tangible data  and  information,  and
     every    form   and  every  kind,  relating  to  the   Confidential
     Information   (as   defined  in Section  5   of   this   Employment
     Agreement)  and all other property belonging to  the  Company.  The
     prior  and  full  performance by  the  Executive of  the provisions
     of  this  Section 4.6 is a condition to the payment by  the Company
     to  the  Executive of any compensation set forth in this Employment
     Agreement.

         5.      NON-DISCLOSURE    OF   CONFIDENTIAL  AND    PROPRIETARY
INFORMATION.    The   Executive  may  not  during   the   term  of   his
employment   with   the  Company or any time thereafter,   directly   or
indirectly,   copy,  use, or disclose to any person  or   business   any
"Confidential   Information"  (as  defined   below)   except   for   the
benefit   of  the  Company in connection with the  performance  of   his
duties   and   in   accordance with any guidelines or   policies   which
might  be  adopted from time to time by the Company.  In  addition,  the
Executive will use his best efforts to cause all persons  over whom   he
has  supervisory control to use, maintain and protect  all "Confidential
Information"  in a  confidential  manner  and  as  a valuable  asset  of
the   Company.   As  used  in  this  Employment Agreement, "Confidential
Information" means trade secrets and other proprietary  information  and
data  concerning  the  business of  the Company,  its  subsidiaries  and
affiliates (the  "FCC  Companies"), regardless  of  whether  protectable
by   law,   including,  but  not limited to, information concerning  the
names  and  addresses of  any of  the FCC Companies'  policyholders  and
prospective policyholders, any of the FCC Companies' operation  manuals,
accounts,  the  names  of employees  and  agents  and  their  respective
duties,   the  names  of reinsurance providers, financial data,  pricing
lists and  policies, profits  or  losses, product or service development
and   all   such similar information, all of which would not readily  be
available  to  the   Executive   except for the  Executive's  employment
relationship  with  the Company.  The Executive acknowledges  that  such
information and  similar  data is not generally known to the  trade,  is
of   a  confidential   nature,  is an asset  of  the  Company,  and   to
preserve  the  Company's  good will, must be kept strictly  confidential
and  used  only in the conduct of its business.  The provisions of  this
Section  will survive the termination of this Employment  Agreement  for
any reason.

       6.     INTERFERENCE  WITH EXTERNAL BUSINESS  RELATIONSHIPS.   The
Executive  agrees that, as a result of the Confidential Information,  he
will   receive, come in contact with, create, or have access  to  during
the   term   of  his employment with  the  Company,  and  the  Company's
customer  relationships  he  will  be  exposed  to,  the Executive  will
not,  directly or indirectly (through any corporation which  he   is   a
director,   officer, consultant,  agent  or  other relationship)  during
the  term  of  his  employment  service,  perform  or  otherwise  manage
insurance  companies  or   insurance   related businesses.

       7.     INTERFERENCE  WITH INTERNAL BUSINESS  RELATIONSHIPS.   The
Executive   agrees that, as a result of the Confidential Information  he
will  receive, come into contact with, create or have access  to  during
the   term   of  his employment with  the  Company,  and  the  Company's
employee  and independent contractor relationships he will  be   exposed
to,   the   Executive will not, directly  or  indirectly  (through   any
corporation  in which he  is  a  director,  officer, consultant,  agent,
or  other  relationship), during the term  of  his employment  interfere
with   the Company's  relationship  with,  or endeavor  to  entice  away
from  the  Company   or   any  of  the  FCC Companies  or,  directly  or
indirectly, contact any person,  firm  or entity  employed by,  retained
by  or associated with the Company  or any  of  the  FCC  Companies,  to
induce any such  person,  firm  or entity,  to  leave the service of the
Company  or   any   of   the  FCC Companies  and  provide  the  same  or
substantially the same  work  as performed  for  the  Company or any  of
the  FCC  Companies  to  the Executive or to any other person, firm,  or
entity.

      8.    INJUNCTIVE RELIEF.  The Executive consents  and  agrees that
if   he  violates any of the provisions of Section 5 through  7  hereof,
the  Company would sustain irreparable harm and,  therefore in  addition
to any other remedy at law or in equity the Company may have  under this
Employment  Agreement, the Company will be entitled to   apply   to  any
court  of  competent  jurisdiction for an  injunction  restraining   the
Executive  from committing or continuing  any  such violation   of   any
provisions  of Section  5  through  7  of  this Employment Agreement.

     9.   MISCELLANEOUS.

            9.1    NOTICES.    All   notices and  other   communications
     required   or  desire  to be given to or in connection  with   this
     Employment   Agreement will be in writing  and   will   be   deemed
     effectively   given   upon personal delivery   three   days   after
     deposit   in   the   United States mail sent by   certified   mail,
     return   receipt  requested, postage prepaid, or  one   day   after
     delivery   to   an   overnight  delivery  service   which   retains
     records   of   deliveries, to the parties at  the   addresses   set
     forth  below   or   such  other  address  as   either   party   may
     designate in like manner.

          A.   If to the Company:
               First Commonwealth Corporation
               5250 South Sixth Street
               Springfield, Illinois 62703


          B.   If to the Executive:

               Mr. James E. Melville
               2957 Battersea Point
               Springfield, Illinois 62704

            9.2   GOVERNING LAW.  This Employment Agreement will  be
     governed  and  construed in accordance with the  laws  of   the
     State of Illinois.

           9.3   SEVERABILITY.  If any provision contained in  this
     Employment Agreement is held to be invalid or unenforceable  by
     a   court  of  competent jurisdiction, such provision  will  be
     severed  herefrom in such invalidity or unenforceability   will
     not   effect  any other provision of this Employment Agreement,
     the  balance of which will remain in and have its intended full
     force  and  effect;  provided, however,  if  such  invalid   or
     unenforceable provisions may be modified so is to be valid  and
     enforceable as a matter of law, such provision will be   deemed
     to  have been modified so as to be valid and enforceable to the
     maximum extent committed by law.

           9.4  MODIFICATION.  This Employment Agreement may not be
     changed,   modified,  discharged, or terminated  except  by   a
     writing signed by all the parties hereto.

           9.5   FULLY  BINDING.  This Employment Agreement will  be
     binding on and inure to the benefit of the parties hereto   and
     their     respective   successors,   assigns    and    personal
     representative;   provided,  however,  that  this    Employment
     Agreement is assignable by the Company with the prior  consent,
     either oral or written, of the Executive.

             9.6   HEADINGS.   The  numbers,  headings,  titles,  or
     designations  to the various sections are not a part  of   this
     Employment  Agreement,  but are for convenience  of   reference
     only,  and  do  not and will not be used to define,  limit   or
     construe the contents of this Employment Agreement or any  part
     thereof.

           9.7  WAIVER.  By execution of this Employment Agreement,
     the   Executive  hereby  waives and relinquishes  any  and  all
     rights,   benefits and entitlements to which he  may  hereafter
     have  under any other contract with the Company or any of   its
     corporate  parents, subsidiaries or affiliates  prior  to   the
     date hereof; excepting that certain agreement dated April   15,
     1993  pertaining to a deferred compensation payment and options
     to purchase stock of UTI.

      IN WITNESS WHEREOF, the parties hereto have duly executed this
Employment Agreement on the date first above written.


EXECUTIVE:                         COMPANY:
                                   First Commonwealth Corporation, a
                                   Virginia corporation.





By:                                     By:
     James E. Melville                  Title:


                                        ATTEST:




                                        By:
                                        Title: