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  George   E.
Francis ("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  Vice  President of the Company.  During  the
terms  of  this Employment Agreement, the Executive will devote  all
of  his business time  and energy to performing his duties on behalf
of the Company. In  addition to his duties as Senior Vice President,
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.

      2.   TERM.   The  term  of  employment under  this  Employment
Agreement will be for a period of thirty six (36) 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  $126,200,  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 salary increases 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.

             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.

     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  andresponsibility.  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. George E. Francis
               3201 Eagle Watch Drive
               Springfield, Illinois 62707

           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  FULLING 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:
     George E. Francis                  Title:


                                        ATTEST:



                                        By:
                                        Title: