TERM NOTE


Springfield,  Illinois

As of May 8, 1996                                   $8,900,000.00

     FOR  VALUE  RECEIVED,  the undersigned,  FIRST  COMMONWEALTH
CORPORATION,  a  Virginia  corporation  (herein  called "Maker"),
promises to pay to  the order of FIRST OF  AMERICA BANK-ILLINOIS,
N.A. (herein  called "Payee," which term herein in every instance
shall refer to any owner or holder of this note) the sum of EIGHT
MILLION NINE HUNDRED THOUSAND AND NO/100 DOLLARS ($8,900,000.00),
together with  interest on the principal hereof from time to time
outstanding from the  date of advancement until maturity,  at the
per annum  rate hereinafter  stated, said principal  and interest
being payable in lawful money of the United States of  America at
the banking office quarters of the Payee at One Old Capital Plaza
North, Springfield, Illinois  62794-9268, or at such other  place
as Payee may designate hereafter in writing.

     The principal balance hereof advanced and  from time to time
remaining  unpaid shall bear interest during each day of the term
of the loan evidenced hereby  at a variable per annum  rate equal
to the  lesser of (a) a per  annum rate that is  equal to the sum
(herein called  the "Basic Rate")  of (i) nine-sixteenths  of one
percent (9/16%) plus (ii) the  Base Rate.  "Base Rate" means  the
floating   daily,  variable  rate   of  interest  determined  and
announced  by the  Bank from  time to time  as its  "Base Lending
Rate"   (without  reference to  prime or  base rate of  any other
financial institution)   which rate  may not  necessarily be  the
lowest  rate  of interest  charged  by  the Bank  to  any  of its
customers.   The Bank's Base  Rate is an  "Index" and  the actual
rate charged to any borrower for a specific loan may  be above or
below that "Index".  The Basic  Rate shall change when and as the
"Base Rate" shall change, effective on the date of such change or
(b) the Maximum Rate  (hereinafter defined).  Notwithstanding the
foregoing, if at any time the Basic Rate shall exceed the Maximum
Rate and thereafter  the Basic  Rate shall become  less than  the
Maximum Rate, the rate of interest payable hereunder shall be the
Maximum  Rate until the Payee  shall have received  the amount of
interest it otherwise would have received if the interest payable
hereunder had not  been limited  by the Maximum  Rate during  the
period of time the Basic Rate exceeded the Maximum Rate.

     All past due  principal and interest  of this note,  whether
due as the result of acceleration of maturity or otherwise, shall
bear interest at the lesser of (1) a rate that is five percentage
points  above the Base  Rate, as  it varies,  or (2)  the maximum
lawful  rate of interest permitted by the applicable laws, now or
hereafter  enacted,  which  interest  rate  (herein  called   the
"Maximum Rate") shall change  when and as said laws  shall change
to the extent  permitted by said laws, effective on  the day such
change  in said laws becomes effective, from the date the payment
thereof  shall have  become due  until the  same have  been fully
discharged by payment.

     Interest on the principal balance of  this note advanced and
from  time  to  time outstanding  shall  be  due  and payable  in
quarter-annual  installments   as  it  accrues,  the  first  such
installment  of interest to be  due and payable  three (3) months
from  the date hereof and a subsequent 

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installment of interest to be  due and  payable on  the same  day
of  each succeeding  third calendar  month thereafter  until  May
8,  2005,  when  the  then  remaining  unpaid  principal  balance
hereof and all accrued unpaid interest  thereon  shall be due and
payable in full.

     The principal balance of  the Note shall be due  and payable
as  follows: (i)  an installment  of principal  in the  amount of
$1,000,000  shall be due  and payable  on May  8, 1997,  and (ii)
installments of  principal in the  amount of $1,000,000  shall be
payable on  May 8 of each year thereafter until May 8, 2005, when
the  then remaining unpaid balance  of principal of  the Note and
all accrued unpaid interest  thereon shall be due and  payable in
full.

     Any other  provisions of this  Note or the  Credit Documents
notwithstanding, and  subject to the limitations  provided below,
the Payee may require  payment in full of  this Note pursuant  to
the  Call Option  provided in  the Credit  Agreement, as  defined
below.

     This  note  is  issued   pursuant  to  that  certain  Credit
Agreement of even date herewith  (the "Credit Agreement"), by and
between Maker  and the Payee.   This Note is entitled  to all the
benefits of the Credit  Agreement, is secured as provided  in the
Credit  Agreement, and  reference is  hereby  made to  the Credit
Agreement  for  certain rights  as  to  the  prepayment  and  the
acceleration of the maturity hereof.

     Except  as   expressly  provided  herein,   in  the   Credit
Agreement, or in any of the other Credit Documents, Maker and any
and all sureties, guarantors  and endorsers of this note  and all
other  parties now  or hereafter  liable hereon,  severally waive
grace, demand,  presentment for  payment, protest, notice  of any
kind (including, but  not limited to, notice of  dishonor, notice
of  protest,  notice of  intention  to accelerate  and  notice of
acceleration), all other formalities of any kind and diligence in
collecting and bringing suit against any party  hereto, and agree
(a)  to  all extensions  and  partial payments,  with  or without
notice,  before  or  after  maturity, (b)  to  any  substitution,
exchange  or release of any  security now or  hereafter given for
this  note,  (c)  to  the  release  of  any  party  primarily  or
secondarily  liable hereon, and (d) that it will not be necessary
for Payee,  in order to  enforce payment of  this note, to  first
institute or exhaust  Payee's remedies against Maker or any other
party liable therefor or against any security for this note.

     This  note shall be governed by and construed under the laws
of the State of Illinois and applicable federal law.

     Any check, draft, money  order or other instrument  given in
payment of all or any portion hereof may be accepted by Payee and
handled in collection in the customary manner, but the same shall
not constitute payment  hereunder or diminish any rights of Payee
except to the extent that actual cash proceeds of such instrument
are unconditionally received by Payee.

     Maker represents  and warrants  to Payee  and  to all  other
owners and holders of any  indebtedness evidenced hereby that the
loan  evidenced  by  this   note  is  for  business,  commercial,
investment  or  other  similar  purpose  and  not  primarily  for
personal, family, household or 


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agricultural use, as such terms are used or defined in Regulation
Z  promulgated by the Board  of Governors of  the Federal Reserve
System  and under Title I and V of the Consumer Credit Protection
Act.


                              FIRST COMMONWEALTH CORPORATION,
                              a Virginia corporation



                                  James E. Melville
Attest:                      By:____________________________________ 
                                  James E. Melville
                             Its: Senior Executive Vice President




George E. Francis
______________________________
George E. Francis, Secretary









rfm\foa-ill\first.cmw\exhibitC.cln

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