CREDIT AGREEMENT

                            $8,900,000

                        Dated May 8, 1996


                             between


         FIRST OF AMERICA BANK-ILLINOIS, N.A., as Lender

                               and


           FIRST COMMONWEALTH CORPORATION, as Borrower

<PAGE>












                        TABLE OF CONTENTS


SECTION 1. DEFINITIONS AND ACCOUNTING MATTERS.  . . . . . . .   1
     1.1  Certain Defined Terms . . . . . . . . . . . . . . .   1
     1.2  Accounting Terms; Statements of Variation . . . . .   6

SECTION 2.     LOAN . . . . . . . . . . . . . . . . . . . . .   7
     2.1  $8,900,000.00 Loan  . . . . . . . . . . . . . . . .   7
     2.2  Optional Prepayments  . . . . . . . . . . . . . . .   8
     2.3  Payments  . . . . . . . . . . . . . . . . . . . . .   8
     2.4  Computation of Interest . . . . . . . . . . . . . .   8
     2.5  Security  . . . . . . . . . . . . . . . . . . . . .   8

SECTION 3.     FEES . . . . . . . . . . . . . . . . . . . . .   9
     3.1  Origination Fee . . . . . . . . . . . . . . . . . .   9

SECTION 4.     CONDITIONS TO THE LOAN AND ADVANCES UNDER THE
     NOTE . . . . . . . . . . . . . . . . . . . . . . . . . .   9
     4.1  Conditions  . . . . . . . . . . . . . . . . . . . .   9

SECTION 5.     REPRESENTATIONS AND WARRANTIES . . . . . . . .  10
     5.1  Corporate Existence and Structure . . . . . . . . .  10
     5.2  Financial Condition . . . . . . . . . . . . . . . .  10
     5.3  Litigation  . . . . . . . . . . . . . . . . . . . .  10
     5.4  No Breach . . . . . . . . . . . . . . . . . . . . .  10
     5.5  Corporate Action  . . . . . . . . . . . . . . . . .  11
     5.6  Approvals . . . . . . . . . . . . . . . . . . . . .  11
     5.7  ERISA . . . . . . . . . . . . . . . . . . . . . . .  11
     5.8  Taxes . . . . . . . . . . . . . . . . . . . . . . .  11
     5.9  Investment Company Act  . . . . . . . . . . . . . .  11
     5.10 Public Utility Holding Company Act  . . . . . . . .  11
     5.11 Capitalization of the Company and Universal . . . .  11
     5.12 Assets of the Company and its Subsidiaries  . . . .  12
     5.13 Other Agreements  . . . . . . . . . . . . . . . . .  12
     5.14 Agreements  . . . . . . . . . . . . . . . . . . . .  12
     5.15 Solvency  . . . . . . . . . . . . . . . . . . . . .  12
     5.16 Security Documents  . . . . . . . . . . . . . . . .  12
     5.17 Margin Regulations  . . . . . . . . . . . . . . . .  13
     5.18 Use of Proceeds of the Loan . . . . . . . . . . . .  13

SECTION 6.     COVENANTS  . . . . . . . . . . . . . . . . . .  13
     6.1  Information . . . . . . . . . . . . . . . . . . . .  13
     6.2  Litigation  . . . . . . . . . . . . . . . . . . . .  14
     6.3  Corporate Existence Etc . . . . . . . . . . . . . .  14
     6.4  Minimum Consolidated Net Worth  . . . . . . . . . .  15
     6.5  Capital and Surplus . . . . . . . . . . . . . . . .  15
     6.6  Indebtedness  . . . . . . . . . . . . . . . . . . .  15
     6.7  Capital Expenditures  . . . . . . . . . . . . . . .  15
     6.8  Mergers, Acquisitions Sale of Assets Etc. . . . . .  16
     6.9  Restricted Payments . . . . . . . . . . . . . . . .  16
     6.10 Amendments    to    Documents;    Prepayment    of
          Indebtedness  . . . . . . . . . . . . . . . . . . .  16

<PAGE>

     6.11 Liens . . . . . . . . . . . . . . . . . . . . . . .  16
     6.12 Issuance of Capital Stock . . . . . . . . . . . . .  16
     6.13 Investment and Joint Ventures . . . . . . . . . . .  16
     6.14 Additional Security Documents . . . . . . . . . . .  16
     6.15 Transactions With Affiliates  . . . . . . . . . . .  17
     6.16 Further Assurances  . . . . . . . . . . . . . . . .  17
     6.17 Compensation  . . . . . . . . . . . . . . . . . . .  17
     6.18 Senior Lender Status  . . . . . . . . . . . . . . .  17
     6.19 Earnings Covenants  . . . . . . . . . . . . . . . .  17
     6.20 Management Agreements . . . . . . . . . . . . . . .  17
     6.21 Risk Based Capital Ratio. . . . . . . . . . . . . .  18
     6.22 Surplus Relief Reinsurance. . . . . . . . . . . . .  18
     6.23 Methods of Calculation. . . . . . . . . . . . . . .  18

SECTION 7.     EVENTS OF DEFAULT. . . . . . . . . . . . . . .  18

SECTION 8.     MISCELLANEOUS  . . . . . . . . . . . . . . . .  20
     8.1  Waiver  . . . . . . . . . . . . . . . . . . . . . .  20
     8.2  Notices . . . . . . . . . . . . . . . . . . . . . .  20
     8.3  Expenses, Etc . . . . . . . . . . . . . . . . . . .  20
     8.4  Amendments Etc  . . . . . . . . . . . . . . . . . .  21
     8.5  Successors and Assigns  . . . . . . . . . . . . . .  21
     8.6  Assignments and Participations  . . . . . . . . . .  21
     8.7  Survival  . . . . . . . . . . . . . . . . . . . . .  21
     8.8  Captions  . . . . . . . . . . . . . . . . . . . . .  21
     8.9  Counterparts  . . . . . . . . . . . . . . . . . . .  21
     8.10 Integration; Severability . . . . . . . . . . . . .  21
     8.11 Governing Law; Submission to Jurisdiction; Etc  . .  22
     8.12 Waiver of Trial by Jury . . . . . . . . . . . . . .  22



<PAGE>






                             EXHIBITS


     Exhibit A - Assignment of Policy as Collateral Security  A-1

     Exhibit B - Security Agreement - Pledge  . . . . . . . . B-1

     Exhibit C - Term Note  . . . . . . . . . . . . . . . . . C-1

     Exhibit D - Opinion  . . . . . . . . . . . . . . . . . . D-1






                             ANNEXES


     Annex I   - Liens  . . . . . . . . . . . . . . . . . . . I-1

     Annex II  - List of Subsidiaries . . . . . . . . . . .  II-1

     Annex III - Existing Indebtedness  . . . . . . . . . . III-1

     Annex IV  - Management Agreements  . . . . . . . . . .  IV-1

     Annex V   - Litigation and Other Proceedings . . . . . . V-1


<PAGE>


     THIS CREDIT  AGREEMENT (this "Agreement" as the  same may be
amended, modified, supplemented or replaced from time to time) is
entered  into May  8,  1996, by  and  between FIRST  COMMONWEALTH
CORPORATION, a Virginia corporation (the "Company"), and FIRST OF
AMERICA BANK-ILLINOIS, N.A. (the "Bank").

     To induce  the Bank  to extend  credit and financial  accom-
modations  to  the  Company  and  for  other  good  and  valuable
consideration, the  receipt and  sufficiency of which  are hereby
acknowledged, the  parties hereto agree as  follows, intending to
be legally bound:

     SECTION 1. DEFINITIONS AND ACCOUNTING MATTERS.

     1.1  CERTAIN DEFINED TERMS.   As used  herein, the following
terms shall  have the  following meanings  (all terms defined  in
this Section 1  or in other  provisions of this Agreement  in the
singular  to have the same  meanings when used  in the plural and
vice versa):

     ACQUISITION   shall mean  any transaction,  or any  series of
related  transactions,   consummated  after  the  date   of  this
Agreement,  by which the Company and/or any of its Affiliates (in
one transaction  or as the most recent transaction in a series of
transactions)  (a)   acquires  any  going  business   or  all  or
substantially  all of  the  assets of  any  firm, corporation  or
division thereof,  whether through purchase of  assets, merger or
otherwise,  (b) directly  or  indirectly acquires  control of  at
least  a majority  (in number  of votes) of  the securities  of a
corporation which have ordinary voting  power for the election of
directors or (c)  directly or  indirectly acquires  control of  a
majority ownership interest in any partnership or joint venture.


     ADJUSTED STATUTORY CAPITAL AND SURPLUS  shall mean the sum of
(i) the capital of Universal Guaranty Life  Insurance Company, an
Ohio  life  insurance  company  ("Universal"),  (ii)  Universal's
surplus, (iii) the Asset  Valuation Reserve of Universal and  its
insurance company  subsidiaries,  (iv) the  Interest  Maintenance
Reserve of Universal and  its insurance company subsidiaries, (v)
the miscellaneous reserves that would be reflected in  Exhibit 8,
Part  G   of  the   Annual  Statements  of   Universal  and   its
subsidiaries,  (vi)  the  non-admitted agent  debit  balances  of
Universal  and its  insurance  company subsidiaries,  (viii)  the
provision for  policyholders' dividends payable in  the following
calendar  year   of   Universal   and   its   insurance   company
subsidiaries,  and (ix) the excess,  if any, of  the market value
over  the carrying value of  the bond portfolio  of Universal and
its insurance company subsidiaries.   Item (i) - (ix)  shall each
be computed  in accordance  with Statutory  Accounting Practices,
which  are  or would  be  reflected  on  the statutory  financial
statements of Universal or  its insurance company subsidiaries as
of the date in question. 

     AFFILIATE shall mean, with respect to  any Person, any other
Person or group of affiliated Persons directly or indirectly con-
trolling (including without limitation all directors and officers
of  such  Person), controlled  by,  or under  direct  or indirect
common  control   with,  such   Person.  For  purposes   of  this
definition, a Person shall be deemed to control another Person if
such first  Person possesses,  directly or indirectly,  the power
(a) to vote 20% or more of the securities  having ordinary voting
power for the  election of directors of such  other Person or (b)
to direct or cause the direction of the management or policies of
such  other  Person,  whether  through the  ownership  of  voting
securities,  by  contract  or  otherwise,  provided,  however,  a
natural person shall  not be considered an Affiliate for purposes
of this Agreement.

     APPALACHIAN shall mean Appalachian Life Insurance Company, a
West Virginia life insurance company.

     ASSIGNMENT shall mean collectively those certain Assignments
of  Policy as  Collateral  Security in  the  form of  Exhibit  A,
attached hereto, assigning to the Bank policies of life insurance
as  collateral security  on the  lives of  James E.  Melville and
Larry E.  Ryherd, each in the  amount of Five Million  and No/100
Dollars ($5,000,000).

     BASE  COMPENSATION  shall  mean   the  aggregate  amount  of
compensation, in all forms, paid to the following officers of the
Company:   President,  Vice   Chairman,  Senior   Executive  Vice
President, Senior  Vice President  and Secretary and  Senior Vice
President - Real Estate; which initial aggregate sum for purposes
of  this Agreement shall be One Million Four Hundred Thousand and
No/100 Dollars ($1,400,000).


<PAGE>

     BASE RATE shall  mean 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".

     BASIC  RATE shall mean a variable per annum rate of interest
equal to the sum of (i) nine sixteenths percent (9/16%) plus (ii)
the Base Rate, which Basic Rate shall change when and as the Base
Rate shall change, effective on the day of such change.

     BUSINESS  DAY shall mean  any day on  which commercial banks
are not authorized or required to close in Springfield, Illinois.

     CAPITAL EXPENDITURES  shall  mean (a)  expenditures (whether
paid  in  cash  or accrued  as  a  liability)  for fixed  assets,
tooling,  plant  and  equipment  (including   without  limitation
payments   of   Capital  Lease   Obligations),   (b)  any   other
expenditures  that  would be  classified as  capital expenditures
under  GAAP and (c) the  amount of consideration  paid and/or any
monetary obligation incurred in respect of the purchase price for
any Acquisition.

     CAPITAL LEASE OBLIGATIONS shall mean, as to any Person,  the
obligations  of such Person to pay  rent or other amounts under a
lease of (or  other agreement  conveying the right  to use)  real
and/or personal  property, which  obligations are required  to be
classified  and accounted  for as  a capital  lease on  a balance
sheet  of  such  Person under  GAAP  and,  for  purposes of  this
Agreement,  the   amount  of   such  obligations  shall   be  the
capitalized amount thereof, determined in accordance with GAAP.

     CHANGE IN CONTROL  shall mean any  transaction or series  of
transactions whether  or not  by operation  of  law, contract  or
otherwise, which result in  more than 49% of the  Company Capital
Stock or substantially  all of  the assets of  the Company  being
owned legally  or beneficially by  any Person  other than  United
Trust Group.

     CODE  shall  mean the  Internal  Revenue  Code of  1986,  as
amended.

     COMPANY PLEDGE  AGREEMENT shall  mean a  Security Agreement-
Pledge   executed  by  the  Company  in  favor  of  the  Bank  in
substantially the form of Exhibit B  attached hereto, whereby the
Company shall pledge to  the Bank as collateral security  for the
Loan one  hundred percent (100%) of the Stock, as the same may be
amended, modified, supplemented or replaced from time to time.

     CONSOLIDATED NET WORTH shall mean,  at any date, the  amount
which   would  be   set   forth  opposite   the  caption   "total
shareholders'  equity" (or  any like  caption) on  a consolidated
balance sheet of the Company and its consolidated Subsidiaries.

     CREDIT DOCUMENTS  shall mean, collectively,  this Agreement,
the Note, the Security Documents, and any and all other documents
executed  in connection therewith or as security for the Loan, as
the   same  may   be   renewed,  extended,   amended,   modified,
supplemented or replaced from time to time.

     DEFAULT shall mean  an Event  of Default or  an event  which
with  notice or lapse  of time or  both would become  an Event of
Default.

     DOLLARS and $ shall  mean lawful money of the  United States
of America.

     ERISA shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time.

<PAGE>

     ERISA AFFILIATE shall mean any corporation or trade or busi-
ness   which  is  a  member  of  the  same  controlled  group  of
corporations (within the  meaning of Section 414(b) of  the Code)
as  the Company or is under common control (within the meaning of
Section 414(c) of the Code) with the Company.

     EVENT  OF DEFAULT  shall have the  meaning assigned  to such
term in Section 7 hereof.

     FCC NOTES shall mean those certain  Promissory Notes made by
the Company payable to  United Trust Group, Inc., and any and all
renewals, extensions, modifications, replacements, supplements or
rearrangements  thereof,  and referred  to  in  the UTG  Security
Agreement  by and among United Trust Group, Inc. and the Lenders,
as defined therein,  Commonwealth Industries Corporation  and the
Company.

     GAAP shall mean generally accepted accounting  principles in
the United States of America, as in effect from time to time.

     GUARANTEE  shall mean, in respect of any Person, any obliga-
tion,  contingent  or  otherwise,  of  such  Person  directly  or
indirectly  guaranteeing  any  Indebtedness  of  another  Person,
including without limitation by means of an agreement to purchase
or pay (or  advance or supply  funds for the purchase  or payment
of) such Indebtedness or  to maintain financial covenants, or  to
assure the payment of  such Indebtedness by an agreement  to make
payments in respect  of goods or  services regardless of  whether
delivered,  or  otherwise, provided,  that  the term  "Guarantee"
shall not include  endorsements for deposit or collection  in the
ordinary course of business;  and such term  when used as a  verb
shall have a correlative meaning.

     INDEBTEDNESS shall mean, as  to any Person, without duplica-
tion:  (a) all obligations of  such Person for  borrowed money or
evidenced by bonds, debentures, notes or similar instruments; (b)
all obligations of such Person for the deferred purchase price of
property or  services, except trade accounts  payable and accrued
liabilities  arising in the ordinary course of business which are
not overdue by more than 30 days or which are  being contested in
good  faith by  appropriate  proceedings; (c)  all Capital  Lease
Obligations  of  such  Person;  (d) all  Indebtedness  of  others
secured by  a Lien on any  properties, assets or  revenue of such
Person to the extent of the value of the property subject to such
Lien; (e) all  Indebtedness of others Guaranteed  by such Person;
and (f) all obligations of such  Person, contingent or otherwise,
in respect of any letters of credit or bankers' acceptances.

     INVESTMENT by any Person in any other Person shall mean:

     (a)  The amount paid or  committed to be paid, or  the value
of  property   or  services   contributed  or  committed   to  be
contributed, by such first  Person for or in connection  with any
stock, bonds, notes,  debentures, partnership or  other ownership
interests  or other  securities  of such  other  Person or  as  a
capital contribution to such other Person; and

     (b)  the principal amount of  any advance, loan or extension
of credit by  such first Person to such other  Person (other than
any such advance, loan  or extension of credit having a  term not
exceeding  45 days  made  by  such  first  Person  to  its  trade
customers in  the ordinary course  of its business)  and (without
duplication)  any  amount committed  to  be  advanced, loaned  or
extended by such first Person to such other Person.

     INVESTMENT STRATEGY shall mean  the practice of investing in
investments rated  higher than  BB by  Standard and  Poors Rating
Service.

     JOINT  VENTURE shall  mean a  joint venture,  partnership or
other  similar arrangement, whether  in corporate, partnership or
other  legal form; provided that,  as to any  such arrangement in
corporate form, such corporation  shall not, as to any  Person of
which such corporation  is a  Subsidiary, be considered  to be  a
Joint Venture to which such Person is a party.

<PAGE>

     LIEN shall mean any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind, including without limitation
the interest of  a vendor  or lessor under  any conditional  sale
agreement, capital lease or other title retention agreement.

     LINCOLN shall  mean Abraham  Lincoln  Insurance Company,  an
Illinois insurance company.

     LOAN shall mean the loan  from the Bank to the  Company pro-
vided for in Section 2.1 hereof.

     MANAGEMENT AGREEMENTS shall mean those Management Agreements
described in Annex IV, attached hereto.

     MARGIN  STOCK  shall  mean  "margin  stock"  as  defined  in
Regulation U.

     MAXIMUM RATE shall mean the  maximum lawful rate of interest
permitted  by applicable  laws, now  or hereafter  enacted, which
interest rate shall change when  and as such laws change,  to the
extent permitted by such laws, effective.

     MULTI-EMPLOYER PLAN shall  mean a  Plan defined  as such  in
Section 3(37) of ERISA  to which contributions have been  made by
the  Company or any ERISA Affiliate and which is covered by Title
IV of ERISA.

     NOTE shall mean the promissory note executed by the  Company
and payable  to the  order of  the Bank evidencing  the Loan,  as
provided  for by Section 2.1 hereof, as  the same may be renewed,
extended, modified, supplemented,  replaced or rearranged  at any
time.

     OTHER DEBT  DOCUMENTS shall mean collectively  the FCC Notes
and the Other Notes.

     OTHER NOTES shall mean  the notes of the Company  payable to
United  Income, Inc.  and  First Fidelity  Mortgage Company,  and
referenced in Annex III  attached hereto, the aggregate principal
amount   of  which   shall   not  exceed   One  Million   Dollars
($1,000,000).

     PBGC shall mean the  Pension Benefit Guaranty Corporation or
any entity succeeding to any or all of its functions under ERISA.

     PERMITTED LIENS shall mean:

     (a)  pledges   or  deposits  by   the  Company,  and/or  any
Subsidiaries  or Affiliate  under  workmen's  compensation  laws,
unemployment insurance laws or similar legislation, or good faith
deposits in connection with  bids, tenders, contracts (other than
for the  payment  of  Indebtedness of  the  Company,  and/or  any
Subsidiaries  or  Affiliate), or  leases  to  which the  Company,
and/or  any Subsidiaries  or Affiliate  are parties,  deposits to
secure public or statutory obligations of the Company, and/or any
Subsidiaries   or  Affiliate,   deposits  with   state  insurance
departments, deposits of cash or  U.S. Government bonds to secure
surety or appeal bonds or performance bonds to which the Company,
and/or any  Subsidiaries or Affiliate  are parties  or which  are
issued  for  its account,  or deposits  for  the payment  of rent
(provided  that such deposits as security for the payment of rent
are required in the ordinary course of business);

     (b)  Liens  imposed by  law,  such as  carriers', warehouse-
men's, materialmen's  and mechanics' liens, or  Liens arising out
of judgments or  awards against  the Company, and/or  any of  its
Subsidiaries  with  respect  to  which the  Company,  and/or  any
Subsidiaries  or  Affiliate  at   the  time  shall  currently  be
prosecuting an appeal or proceedings for review in good faith and
by proper procedure;

     (c)  Liens for taxes not yet  subject to penalties for  non-
payment  and Liens  for taxes which  are not yet  overdue and the
payment  of which is being contested in good faith by appropriate
proceedings;


<PAGE>

     (d)  minor survey exceptions, minor  encumbrances, easements
or  reservations  of, or  rights of  others  for, rights  of way,
highways   and  railroad   crossings,  sewers,   electric  lines,
telegraph  and telephone  lines  and other  similar purposes,  or
zoning or  other restrictions as to the use of real properties or
other  Liens incidental  to the  conduct of  the business  of the
Company, and/or any Subsidiaries or Affiliate or to the ownership
of  their property  which  were not  incurred in  connection with
Indebtedness  of   the  Company,   and/or  any  Subsidiaries   or
Affiliate, which Liens do not in the aggregate materially detract
from  the  value of  said  properties  or materially  impair  the
operation of the business of the Company, and/or any Subsidiaries
or Affiliate;

     (e)  Liens created in  connection with  Capital Lease  Obli-
gations, provided that  such Liens do  not encumber any  property
other than the property financed by the capital lease under which
such Capital Lease Obligations exist;

     (f)  Liens existing  on any assets acquired  by the Company,
and/or  any Subsidiaries  or  Affiliate (subject  to Section  6.6
hereof) or created at the time  of acquisition of such assets  to
secure purchase money Indebtedness;

     (g)  Liens  existing  on  the  date  hereof  in  respect  of
property,  assets or  revenues of  the Company,  Subsidiaries and
their Subsidiaries listed on Annex I hereto;

     (h)  Liens created pursuant to the Security Documents;

     (i)  Statutory liens held by  policy holders of the Company,
the Subsidiaries or an Affiliate.

     (j)  extensions, renewals, refinancings  or replacements  of
any  Permitted  Liens  referred   to  above,  provided  that  the
principal  amount  of  the  obligation  secured  thereby  is  not
increased and  that any  such extension, renewal,  refinancing or
replacement is  limited  to the  property  originally  encumbered
thereby.

     PERSON shall mean  any individual, corporation, partnership,
trust,   joint  venture,  unincorporated   association  or  other
enterprise or  any government  or any agency,  instrumentality or
political subdivision thereof.

     PLAN  shall mean  an  employee benefit  plan established  or
maintained by the  Company or  any ERISA Affiliate  and which  is
covered by Title IV of ERISA, other than a Multi-Employer Plan.

     POST-DEFAULT RATE shall mean, in respect of any principal of
the  Loan or any other  amount whatsoever payable  by the Company
under this  Agreement  or the  Note which  is not  paid when  due
(whether  at stated  maturity, by  acceleration or  otherwise), a
rate  per annum during the period commencing on and including the
due date of such amount to but not including the date such amount
is paid  in full equal to  five percent (5%) per  annum above the
Base Rate as it varies from time to time.

     REGULATION  U  shall  mean  Regulation  U of  the  Board  of
Governors  of  the  Federal  Reserve  System  (or  any  successor
thereto), as the same may be amended or supplemented from time to
time.

     RISK  BASED CAPITAL RATIO  shall mean the  ratio of Adjusted
Capital  to  Authorized  Control  Level Risk  Based  Capital,  as
defined by the National Association of Insurance Commissioners.

     RESTRICTED PAYMENTS shall mean:  (a) any declaration or pay-
ment of dividends  of the  Company or any  of its Affiliates  (in
cash,  property   or  obligations)  on,  or   other  payments  or
distributions on account of  (whether made by the Company  or any
of its  Affiliates), or the setting apart  of money for a sinking
or  other analogous fund (whether  made by the  Company or any of
its   Affiliates)  for,  the  purchase,  redemption,  prepayment,
retirement  or other acquisition of,  any shares of  any class of
stock  of  the Company,   or  any  Subsidiaries; (b)  any payment
(whether made by the Company or any of its Affiliates) on account
of the  purchase, redemption, prepayment,  defeasance (including,
but  not limited to,  in-substance or legal  defeasance) or other
acquisition or retirement  for value of  any Indebtedness of  the
Company or any  of its  Affiliates which is  subordinated to  the
prior  payment  of the  Loan  (including  without limitation  the
Subordinated Debt); and (c)  any payment of management, financial
advisory, investment  banking or similar  fees

<PAGE>

by the  Company or any  of its Affiliates to  any  Person, except
management  fees  paid by the Company or any  of  its  Affiliates
under existing or future management contracts which have been, or
will be,  furnished to the Bank and approved by  the   applicable
state insurance commission or other insurance regulatory authority
and  by the Bank in writing.

     SEC shall mean the Securities and Exchange Commission or any
successor thereto.

     SECURITY  DOCUMENTS  shall mean,  collectively,  the Company
Pledge Agreement, the Assignment, and any and all other documents
executed  in connection therewith or as security for the Note, as
the same may  be amended, modified, supplemented or replaced from
time to time.

     SENIOR AFFILIATE  means United  Trust  Group, United  Trust,
Inc. and United Income, Inc..

     SENIOR INDEBTEDNESS shall mean  all Indebtedness of the Com-
pany and its  Affiliates other than  the FCC Notes and  the Other
Notes.

     STATUTORY   ACCOUNTING   PRACTICES  shall   mean  accounting
practices  prescribed  or  permitted  by  state  insurance   laws
applicable  to, or  state insurance  regulatory authorities  with
jurisdiction over, the Company or any  of its Affiliates, applied
on  a consistent basis and  to the extent  described in financial
statements  submitted   to   such  state   insurance   regulatory
authorities or any other Person.

     STATUTORY CAPITAL AND  SURPLUS  shall mean, with  respect to
Universal  and  its  Subsidiaries,  the capital  and  surplus  of
Universal  and its Subsidiaries which is or would be reflected as
such on  a balance sheet of Universal as of the date in question,
prepared in accordance with Statutory Accounting Practices.

     STOCK  shall mean the Universal Capital Stock, as defined in
Section 5.11.

     SUBSIDIARY shall mean, with respect to any  Person, any cor-
poration or other entity of which at least a majority of the out-
standing securities  or other  ownership interests having  by the
terms  thereof ordinary voting power  to elect a  majority of the
board of directors or  other persons performing similar functions
(irrespective of whether or  not at the  time stock of any  other
class or classes  of such  corporation shall have  or might  have
voting power by reason of the happening of any contingency) is at
the  time directly  or  indirectly owned  or  controlled by  such
Person or one or more  of its Subsidiaries or by such  Person and
one or more of its Subsidiaries.

     SURPLUS   RELIEF  shall   mean  any   reinsurance  agreement
involving insurance business currently  in force which results in
a  direct increase  in capital  and surplus  in the  aggregate in
excess of One Hundred Thousand Dollars ($100,000).

     UNITED  SECURITY   shall  mean  United   Security  Assurance
Company, an Ohio insurance company.

     UNIVERSAL shall mean Universal  Guaranty Life Insurance Co.,
an Ohio life insurance company.

     UTG  SECURITY  AGREEMENT  shall mean  that  certain Security
Agreement  dated June 16,  1992 between United  Trust Group, Inc.
and  certain shareholders of Commonwealth Industries Corporation,
First  Commonwealth  Corporation,  and   Commonwealth  Industries
Corporation.

     WHOLLY-OWNED  SUBSIDIARY  shall mean,  with  respect  to any
Person,  any Subsidiary  of  such Person  all  of the  shares  of
capital  stock  (and  all rights  and  options  to purchase  such
shares) of  which, other  than directors' qualifying  shares, are
owned,  beneficially and  of record,  by  such Person  or another
Wholly-Owned Subsidiary of such Person.


<PAGE>


     1.2  ACCOUNTING TERMS; STATEMENTS OF VARIATION.

          (a)  All accounting terms used herein  shall (except as
otherwise  expressly  provided  herein) be  interpreted,  and all
financial statements and certificates and reports as to financial
matters required to be  delivered to the Bank hereunder  shall be
prepared, in accordance with  either (i) GAAP applied on  a basis
consistent with  that used in the preparation  of prior financial
statements, or  (ii) Statutory Accounting Practices  applied on a
basis  consistent with  that  used in  the  preparation of  prior
financial statements.


          (b)  The  Company shall deliver to the Bank at the same
time  as  the delivery  of  any  annual  or  quarterly  financial
statement under  Section 6.1  hereof a description  in reasonable
detail  of  any material  variation  between  the application  of
accounting  principles  employed  in  the   preparation  of  such
statement and the application  of accounting principles  employed
in  the preparation  of the  next preceding  annual or  quarterly
financial statements and reasonable  estimates of the differences
between such statements arising as a consequence thereof.

          (c)  Except   as  otherwise  provided  herein,  if  any
changes  in   accounting  principles  from  those   used  in  the
preparation of  the financial  statements referred to  in Section
6.1  hereof are hereafter required or permitted by either (i) the
rules, regulations, pronouncements and  opinions of the Financial
Accounting Standards Board or the American Institute of Certified
Public  Accountants  (or  successors  thereto  or  agencies  with
similar functions),  or (ii) state insurance  laws applicable to,
or state insurance regulatory authorities with jurisdiction over,
the Company  or any  of its Affiliates,  and are  adopted by  the
Company  and   its  Subsidiaries   with  the  agreement   of  its
independent certified  public accountants  or in  accordance with
state insurance law or with the permission of any state insurance
commission  or other  state insurance  regulatory authority,  and
such changes  result in a change in  the method of calculation of
any of the financial covenants, standards or terms in or relating
to  Section  6 hereof,  the parties  hereto  agree to  enter into
discussions  with a  view to  amending such  provisions so  as to
equitably  reflect such changes with  the desired result that the
criteria for  evaluating the  financial condition of  the Company
and its Subsidiaries  shall be the same after  such changes as if
such changes had not been  made, provided that no change  in GAAP
and no change in Statutory Accounting Practices that would affect
the method  of calculation  of any  of said  financial covenants,
standards or terms  shall be  given effect  in such  calculations
until such  provisions are amended,  in a manner  satisfactory to
the Bank, to so reflect such change in accounting principles.

          (d)  The Company  shall maintain  its accounts  and the
accounts of its Subsidiaries on the basis of a fiscal year ending
December 31 of each year.

     SECTION 2.     LOAN.

     2.1  $8,900,000.00 LOAN.    Subject to  and upon the  terms,
conditions, covenants  and agreements contained herein,  the Bank
agrees to  lend to  the Company  the sum  of $8,900,000.00  to be
evidenced by  the Company's promissory note payable  to the order
of  the Bank  in substantially  the form  of Exhibit  C, attached
hereto. The principal amount from  time to time outstanding under
the Note shall bear  interest during each day the  loan evidenced
thereby at a  variable per annum rate equal to  the lesser of (i)
the  Basic Rate, as  it varies, or  (ii) the Maximum  Rate, as it
varies.  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 thereunder shall be the Maximum Rate until the Bank shall
have  received the amount of  interest which the  Bank would have
received if the  Basic Rate 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 thereunder,
whether due as a result of acceleration of maturity or otherwise,
shall bear interest at  the lesser of (x) the  Post-Default Rate,
as it  varies, or (y)  the Maximum Rate,  as it varies,  from the
date  payment thereof shall have become due until same shall have
been discharged  by payment.  The  principal of  and interest  to
accrue on the Note shall be due and payable as follows:

     (a)  Interest to accrue on the outstanding principal balance
of   the  Note  shall  be  due   and  payable  in  quarter-annual
installments  as it accrues,  with the first  such installment of
interest  to be due  and payable three  (3) months from  the date
hereof,  and a subsequent installment  of interest to  be due and
payable on the same  day of each succeeding

<PAGE>

third  calendar month thereafter  until May 8, 2005, on which date
the then remaining unpaid  principal balance of the Note  and  all
accrued  unpaid interest thereon shall be due and payable in full;
and
 
     (b)  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.

     (c)  All  renewals, extensions,  modifications, replacements
and rearrangements  of the Note,  if any, shall  be deemed to  be
made  pursuant  to  this  Agreement and,  accordingly,  shall  be
subject to the terms and provisions hereof, and the Company shall
be deemed to  have ratified  and confirmed, as  of such  renewal,
extension,  modification, replacement or  rearrangement date, and
on  any borrowing  date  hereunder, all  of the  representations,
warranties, covenants and agreements set forth herein.

     (d)  The Bank may require payment in full of the Note at any
time after (i)  the fourth (4th) anniversary of the Note, or (ii)
the  separation from employment  or change in  position from that
position held with  the Company  on the  date hereof,  of any  of
Larry E. Ryherd, James E. Melville or Thomas F.  Morrow, or (iii)
A.M.  Best  shall  have  rated  Universal  below  C+  (the  "Call
Option").  The Bank shall exercise the Call Option, if at all, by
giving  written notice  of  its election  (the "Call  Notice") to
Company, in  which event the Note,  and any other sums  due under
the  Credit Documents,  shall be  due and  payable  three hundred
sixty five (365) days after the date the Call Notice is given.

     2.2  OPTIONAL PREPAYMENTS.    The  Company,  at  its  option
without notice, premium or  penalty, may prepay the Note  in full
at any time or from time to time in part, upon payment of accrued
interest to the date of prepayment on the Note or  the portion of
the unpaid  principal  amount  thereof  to be  paid.  Subject  to
Section  2.3(c) hereof,  all  optional  prepayments of  principal
shall be applied to the principal of the Note in inverse order of
maturity.

     2.3  PAYMENTS.

     (a)  All payments of  principal of and interest  on the Note
shall be made to the Bank at its office described  in Section 8.2
hereof.

     (b)  Whenever any payment of principal of or interest on the
Note shall be due on a day which is  not a Business Day, the date
for payment  thereof  shall be  extended to  the next  succeeding
Business Day and interest shall be payable for such extended time
at the rate of interest with respect thereto in effect at the due
date.

     (c)  All  payments  under  the Note,  whether  designated as
principal or interest,  shall be applied first, to  any expenses,
damages or other  amounts for which the  Bank may be entitled  to
reimbursement  hereunder  or  under   any  of  the  other  Credit
Documents; second, to accrued unpaid interest under the Note; and
third, to the principal balance of the Note.

     2.4  COMPUTATION OF INTEREST. Interest on the unpaid princi-
pal  amount of the  Note from time  to time  outstanding shall be
computed on  the basis of  a year  of 360 days  and paid  for the
actual number of days elapsed.

     2.5  SECURITY. Payment of  the Note  and the  performance of
all  obligations  of  the  Company under  the  Credit  Documents,
whether  now  existing or  hereafter  arising,  will be  secured,
directly or  indirectly, by  a first priority  perfected security
interest, assignment, pledge, or Lien, as the case may be, in and
upon the following described property and assets:

     (a)  One  hundred percent  (100%) of  the Universal  Capital
Stock,  which security  interest,  pledge or  assignment will  be
evidenced by the Company Pledge Agreement; and

     (b)  All of the life insurance evidenced by the Assignment.

<PAGE>

     The Company  agrees to  execute, acknowledge and  deliver to
the   Bank  such   instruments,  security   agreements,  security
agreement-pledges,  guaranty agreements,  statements, assignments
and financing statements, in form and substance acceptable to the
Bank as  in the good faith and discretion of counsel for the Bank
may be necessary to enforce, grant to the Bank and perfect in the
United  States   the  security  interests,  liens,  pledges,  and
assignments on or  of the collateral; provided,  however, that if
any  requests by the Bank  for execution of  any such instruments
shall  be  made  after  the  first  draw  hereunder,   then  such
instruments  shall   conform  as  closely  as   possible  to  the
instruments  executed at closing and  shall not contain any terms
or provisions which  require the  Company to take  any action  or
perform any act which  is not required by the  documents executed
at  closing. The Company and  the Bank agree  that all collateral
now  or hereafter securing the Note and/or the obligations of the
Company  under the Credit Documents also shall secure any and all
other indebtedness and liabilities now or  hereafter owing by any
of the Company to the Bank.

     SECTION 3.     FEES.

     3.1  ORIGINATION FEE.    Upon  execution of  this Agreement,
the  Company shall pay to the Bank  as an origination fee for the
Loan  an amount  equal  to  Fifty  Thousand  and  No/100  Dollars
($50,000.00) (the "Fee").

     SECTION 4.     CONDITIONS TO THE LOAN AND ADVANCES UNDER THE
NOTE.

     4.1  CONDITIONS.    Any obligation  of the Bank  to make the
Loan or advance  any funds under the Note  is subject to complete
satisfaction of all of the following conditions precedent (but no
advance made  before satisfaction of any such conditions shall be
deemed  to be  a  waiver thereof  in  respect to  any  subsequent
advance):

     (a)  This  Agreement, duly  executed  and delivered  by  the
Company;

     (b)  The Note to the Bank duly executed and delivered by the
Company;

     (c)  The  Company  Pledge  Agreement,    duly  executed  and
delivered by the Company;

     (d)  The Assignment,  duly  executed and  delivered  by  the
Company; and

     (e)  The   other  Security   Documents  duly   executed  and
delivered to the Bank, and

     (f)  Certified  copies of  the certificate  of incorporation
and  by-laws (or  equivalent  documents) of  the  Company and  of
resolutions  of its Board of Directors authorizing the making and
performance  by the Company of  this Agreement, the  Note and the
Company  Pledge Agreement,  and the  other Security  Documents to
which it is a party, and the transactions contemplated hereby and
thereby.

     (g)  A certificate of appropriate officers of the Company in
respect of each of its officers (i) who is  authorized to execute
and  deliver, as the  case may be,  this Agreement, the  Note and
each of the Security Documents  to which it is a party,  and (ii)
who  will, until  replaced by  another officer  or  officers duly
authorized for  that purpose, act  as its representative  for the
purpose  of  signing  documents  and  giving  notices  and  other
communications in  connection with  this Agreement and  the other
Credit  Documents and  the transactions  contemplated hereby  and
thereby (and the  Bank may conclusively rely  on such certificate
until it receives notice in
writing from the Company, as the case may be, to the contrary);

     (h)  Receipt by the Bank  of the certificates evidencing the
shares of  Stock to  be pledged  by the Company  pursuant to  the
Security  Documents, accompanied  by  undated  stock powers  duly
executed in blank;

     (i)  An opinion  of Fagel &  Haber, counsel to  the Company,
dated as of the date hereof, in substantially the form of Exhibit
D hereto;

<PAGE>

     (j)  Such other documents as the Bank or counsel to the Bank
shall reasonably request.

     (k)  (i) No  Default shall  have occurred and  be continuing
and (ii) the representations  and warranties made by the  Company
herein and in the Security Documents to which it is a party shall
be true on and as of such date with  the same force and effect as
if made on and as of such date.

     (l)  Payment of the Fee to the Bank specified in Section 3.1
hereof.

     SECTION 5.     REPRESENTATIONS AND WARRANTIES.

     The Company represents and warrants to the Bank as follows:

     5.1  CORPORATE EXISTENCE AND STRUCTURE. The Company, and the
Subsidiaries are corporations duly organized and validly existing
in  good standing  under the  laws of  the jurisdiction  of their
respective organizations; have all requisite corporate power, and
have all material governmental licenses, authorizations, consents
and approvals necessary to own their  respective assets and carry
on their respective businesses  as now being or as proposed to be
conducted;  and are qualified to do business in all jurisdictions
in which the nature of the business conducted  by them makes such
qualification  necessary and  where failure  so to  qualify would
have  a  material  adverse   effect  on  the  assets,  prospects,
business,   operations,   financial  condition,   liabilities  or
capitalization of the Company, or any of the Subsidiaries.

     5.2  FINANCIAL CONDITION.     The    audited    consolidated
balance sheet of the Company and its consolidated Subsidiaries as
of December 31,  1995 and the related consolidated  statements of
earnings and changes in financial position of the Company and its
consolidated Subsidiaries for the fiscal year ended on said date,
with  the  opinion  thereon  of  Kerber,  Eck  &  Braeckel,  LLP,
heretofore furnished to the Bank, fairly present the consolidated
financial  condition   of  the   Company  and   its  consolidated
Subsidiaries  as at  said date  and the  consolidated results  of
their  operations   for  the  period  covered   thereby,  all  in
accordance  with GAAP applied on a  consistent basis. Neither the
Company,  nor  any  of its  Subsidiaries  had  on  said date  any
material contingent liabilities, other than as disclosed in Annex
V, liabilities for  past due taxes, unusual  forward or long-term
commitments  or   unrealized  or  anticipated  losses   from  any
unfavorable commitments,  except as  referred to or  reflected or
provided  for in said  balance sheet or  the notes  thereto as at
said date. Since  December 31,  1995 there has  been no  material
adverse change in  the assets,  prospects, business,  operations,
financial condition, liabilities or capitalization of the Company
and its consolidated Subsidiaries taken as a whole or the Company
from that set forth in said financial statements as at said date.

     5.3  LITIGATION.    Except as disclosed in Annex  V attached
hereto, there  are no  legal  or arbitration  proceedings or  any
proceedings by or before any governmental or regulatory authority
or agency, now  pending or to the  Company's knowledge threatened
against  the Company, or any of its Subsidiaries which are likely
to  have a  material  adverse effect  on  the assets,  prospects,
business,   operations,   financial  condition,   liabilities  or
capitalization of the Company, any of its Subsidiaries, or on the
timely payment of the principal of or interest on the Loan or the
enforceability  of this Agreement, the  Note or any  of the other
Credit  Documents,  or  the  rights  and  remedies  of  the  Bank
hereunder or thereunder.

     5.4  NO BREACH.     The  execution  and  delivery   of  this
Agreement,  the Note or any of the other Credit Documents, or the
consummation of the transactions  herein and therein contemplated
or performance or compliance with the terms and provisions hereof
or  thereof, will not conflict with or  result in a breach of, or
require any consent other than consent already obtained under:

     (a)  the  charter or by-laws of  the Company, or  any of its
Subsidiaries, or

     (b)  any  applicable  law,  rule  or  regulation  (including
without limitation  Regulations G,  T,  U or  X of  the Board  of
Governors of the Federal Reserve System), or

<PAGE>

     (c)  any  law,  statute,   regulation,  rule,  order,  writ,
injunction or  decree of any  court or governmental  authority or
agency  applicable to  or  binding on  the  Company, any  of  its
Subsidiaries, or any of their respective properties or assets, or

     (d)  Any agreement  or instrument to which  the Company, any
of its  Subsidiaries, or  any of  their respective  properties or
assets,  is a  party or  by which  it is  bound, or  constitute a
default  under any such agreement or instrument, or result in the
creation or imposition of  any Lien (other than Permitted  Liens)
upon any of the properties, assets or revenue of the Company, any
of  its Subsidiaries, pursuant to the terms of any such agreement
or instrument.

     5.5  CORPORATE ACTION.   The   Company  has   all  necessary
corporate power and authority to make and perform this Agreement,
the  Note, and each of the other  Credit Documents executed or to
be executed by  it; the making and performance by  the Company of
this  Agreement, the Note, and each of the other Credit Documents
executed or to  be executed by  it, have been duly  authorized by
all necessary corporate  action on its  part; and this  Agreement
constitutes,  and the  Note  when executed  and delivered  by the
Company for value will  constitute, and each of the  other Credit
Documents constitute, the legal,  valid and binding obligation of
the Company, enforceable in accordance  with its terms, except to
the  extent that enforcement  may be limited  by applicable bank-
ruptcy,  insolvency, reorganization,  moratorium or  similar laws
affecting the enforcement of  creditors' rights generally, and by
general principles of equity  (regardless of whether  enforcement
is sought in a proceeding in equity or at law).

     5.6  APPROVALS.     No authorizations, approvals or consents
of,  which have not been obtained and no filings or registrations
with,  any governmental  or  regulatory authority  or agency  are
necessary for the  making or  performance by the  Company of  the
Note or  for the  making or  performance by  the Company of  this
Agreement or any of the other  Credit Documents executed or to be
executed by it, or for the validity or enforceability thereof.

     5.7  ERISA.    The Company and each of its  ERISA Affiliates
has fulfilled its obligations under the minimum funding standards
of  ERISA  and the  Code with  respect to  each  Plan and  are in
compliance in all material respects with the presently applicable
provisions  of  ERISA and  the Code,  and  have not  incurred any
material  liability to  the PBGC  or any  Plan or  Multi-Employer
Plan, other than an  obligation to fund or make  contributions to
any such Plan in  accordance with its terms  and in the  ordinary
course.

     5.8  TAXES.    The Company,  each of its  Subsidiaries, have
filed  all United States Federal income tax returns and all other
material tax returns which are required  to be filed by them  and
have paid all  taxes shown to be due pursuant  to such returns or
pursuant to any  assessment received by them,  except those taxes
being contested in good faith by proper proceedings and for which
adequate reserves are being maintained.

     5.9  INVESTMENT COMPANY ACT.  Neither  the Company,  nor any
of  its Subsidiaries  is an  "investment company",  or a  company
"controlled" by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.

     5.10 PUBLIC UTILITY HOLDING COMPANY ACT.     Neither     the
Company, nor any of its Subsidiaries  is a "holding company" or a
"subsidiary company" of a "holding company" or an  "affiliate" of
a  "holding company" or of  a "subsidiary company"  of a "holding
company" within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

     5.11 CAPITALIZATION OF THE COMPANY AND UNIVERSAL.

     (a)  The  authorized  capital  stock  of  the  Company  (the
"Company Capital Stock") consists  of 25,000,000 shares of common
stock,  par value $1.00 per share, of which 23,967,545 shares are
issued and outstanding  on the date hereof. All  such outstanding
shares   of  the  Company  Capital   Stock  are  fully  paid  and
nonassessable.   The  Company shall  not have  any capital  stock
other than the Company Capital Stock. The Company is a Subsidiary
of United  Trust Group.  As  of the date hereof,  the Company has
only the Subsidiaries  listed on  Annex II hereto.  There are  no

<PAGE>

outstanding  subscriptions,  options,  warrants,   calls,  rights
(including preemptive rights) or other agreements  or commitments
of  any nature  relating  to the  Company  Capital Stock  or  any
capital stock of any of its Subsidiaries.

     (b)  The   authorized  capital   stock  of   Universal  (the
"Universal Capital  Stock") consists of 400,000  shares of common
stock, par value  $1.00 per  share, of which  400,000 shares  are
issued and outstanding on  the date hereof. All  such outstanding
shares  of  Universal  Capital  Stock  are  fully  paid and  non-
assessable, and  one hundred  percent (100%) of  such outstanding
shares  are owned beneficially and of record by the Company, free
and  clear   of  all  Liens  and   encumbrances  whatsoever.  The
outstanding capital stock of Universal consists only of Universal
Capital Stock, and  the Company owns and  has good title to  free
and clear of all  Liens and encumbrances whatsoever, and  has the
unencumbered right  to vote,  one hundred  percent (100%)  of the
outstanding shares of the  Universal Capital Stock. There  are no
outstanding  subscriptions,  options,  warrants,   calls,  rights
(including preemptive rights) or  other agreements or commitments
of any nature  relating to the Universal Capital Stock. Universal
shall not have any capital stock other than the Universal Capital
Stock.    The  only  direct  Subsidiary  of Universal  is  United
Security Assurance Company.

     5.12 ASSETS OF THE COMPANY AND ITS SUBSIDIARIES.  The Company, 
and each  of its  Subsidiaries has  good and  marketable title to 
all of its properties  and assets, free and clear of all Liens 
(except Permitted Liens).

     5.13 OTHER AGREEMENTS.   As of  the date hereof,  no default
exists under the FCC Notes and no Event of Default, as defined in
the  UTG Security  Agreement,  exists and  no circumstance  exist
which,  with the passage of time, would constitute such and Event
of Default, and the  UTG Security Agreement has not  been amended
or  otherwise  modified,  not have  any  of  its provisions  been
waived, except pursuant to  a written agreement, a copy  of which
has been provided to the Bank.

     5.14 AGREEMENTS.

     (a)  Neither the  Company, nor its Subsidiaries,  is a party
to any agreement or instrument or subject to any restriction that
has  or is likely  to have a  material and adverse  effect on the
assets,  prospects,  business,  operations, financial  condition,
liabilities or capitalization of the Company.

     (b)  Neither  the  Company,  nor  its  Subsidiaries,  is  in
default in any manner that  could materially and adversely affect
the assets, prospects, business, operations, financial condition,
liabilities  or  capitalization   of  the  Company,   and/or  its
Subsidiaries, or the  performance, observance  or fulfillment  of
any of the obligations, covenants  or conditions contained in any
material agreement or instrument to which it is a party.

     5.15 SOLVENCY.

     (a)  The fair saleable  value of the  assets of the  Company
respectively exceeds  and will, immediately  following the making
of the Loan, exceed the  amount that will be required to  be paid
on  or in  respect of  the existing  debts and  other liabilities
(including contingent liabilities) of the Company as they mature.

     (b)  Neither the Company, nor Subsidiaries respectively, has
or  will have,  immediately  following the  making  of the  Loan,
unreasonably small capital to carry out its business as conducted
or as proposed to be conducted.

     (c)  Neither  the  Company,  nor Subsidiaries  respectively,
intends  to, or  believes that  it will,  incur debts  beyond its
ability to pay such debts as they mature.

     5.16 SECURITY DOCUMENTS. On and after  the date hereof,  the
Security  Documents  create,  as  security  for  the  obligations
purported  to  be  secured   thereby,  a  valid  and  enforceable
perfected  security interest in and Lien on all of the properties
covered thereby  in favor of the  Bank, superior to and  prior to
the rights of  all third Persons  and subject  to no other  Liens
(other than Permitted Liens). The respective pledgor, assignor or
grantor, as the case may be, has good and marketable title to all
such properties free and clear of all Liens (other than Permitted
Liens).

<PAGE>

     5.17 MARGIN REGULATIONS. Neither  the  making  of  the  Loan
hereunder, nor the use  of the proceeds thereof, will  violate or
be inconsistent with the provisions of Regulation G, T, U or X of
the Board of Governors of the Federal Reserve System.

     5.18 USE OF PROCEEDS OF THE LOAN.  The proceeds  of the Loan
will be used  by the Company to refinance  indebtedness evidenced
by that certain  Credit Agreement between  the Company and  First
Bank of Gladstone dated as of December 11, 1989, as amended.

     SECTION 6.     COVENANTS.

     Until  payment in full of  the principal of  and interest on
the Loan and all other amounts payable by the Company hereunder:

     6.1  INFORMATION.   The Company shall deliver or cause to be
delivered to the Bank:

     (a)  as  soon as available and  in any event  within 50 days
after the end of each fiscal quarter of the Company, consolidated
statements  of earnings  and cash  flows of  the Company  and its
consolidated  Subsidiaries for  such quarter  and for  the period
from  the beginning of  the respective fiscal year  to the end of
such quarter,  and the related  consolidated balance sheet  as at
the   end  of  such  quarter,  setting  forth  in  each  case  in
comparative form the corresponding  figures for the corresponding
period in the preceding fiscal year, accompanied by a certificate
of  the  principal  financial   officer  of  the  Company,  which
certificate  shall state  that said  financial statements  fairly
present the  consolidated  financial  condition  and  results  of
operations of  the Company  and its consolidated  Subsidiaries in
accordance  with GAAP consistently applied, as at the end of, and
for, such  period (subject  to normal year-end  audit adjustments
and to the absence of footnote disclosures);

     (b)  as  soon as available and  in any event  within 95 days
after  the end of each  fiscal year of  the Company, consolidated
statements  of  earnings  and  cash flows  the  Company  and  its
consolidated  Subsidiaries for  such  year and  the related  con-
solidated balance sheet as at the end of such year, setting forth
in  each case in  comparative form the  corresponding figures for
the preceding fiscal  year, and accompanied by an opinion thereon
of independent  certified public accountants satisfactory  to the
Bank, which  opinion shall state without  qualification that said
consolidated financial statements fairly present the consolidated
financial condition  and results of operations of the Company and
its consolidated Subsidiaries  as at  the end of,  and for,  such
fiscal year.

     (c)  promptly upon their becoming  available, copies of  all
registration statements  and  annual, periodic  or other  regular
reports,  and such  proxy  statements and  other information,  as
shall be filed by the Company or any of its Subsidiaries with the
SEC,  any  national  securities   exchange  or  any  governmental
authority  (including, without  limitation,  any state  insurance
commission or other insurance regulatory authority);

     (d)  promptly  upon the mailing  thereof to the shareholders
of  the Company or any  of its Subsidiaries  generally, copies of
all financial statements, reports and proxy statements so mailed;

     (e)  as soon as possible,  and in any event within  ten days
after the Company or  any ERISA Affiliate knows or  has reason to
know  that any of the  events or conditions  specified below with
respect to  any  Plan or  Multi-Employer  Plan have  occurred  or
exist,  a statement  signed by  a senior  officer of  the Company
setting forth details respecting such  event or condition and the
action, if any, which the Company or its ERISA Affiliate proposes
to take with respect thereto (and a copy of any  report or notice
required to be  filed with or given to PBGC by  the Company or an
ERISA Affiliate with respect to such event or condition):

               (i)  any reportable  event, as defined  in Section
     4043(b) of ERISA and the regulations issued thereunder, with
     respect to a  Plan, as to which  PBGC has not  by regulation
     waived the  requirement of Section 

<PAGE>
     4043(a) of  ERISA that it be notified within 30  days of the
     occurrence of  such event (provided that a failure  to  meet
     the  minimum  funding standard of Section 412 of the Code or
     Section 302 of ERISA shall be  a reportable event regardless
     of the  issuance of any waivers in accordance  with  Section
     412(d) of the Code);

               (ii) the filing  under Section 4041 of  ERISA of a
     notice of intent to terminate any Plan or the termination of
     any Plan;

               (iii)     the institution by  PBGC of  proceedings
     under Section 4042 of  ERISA for the termination of,  or the
     appointment of  a trustee to  administer, any  Plan, or  the
     receipt  by the Company or  any ERISA Affiliate  of a notice
     from  a Multi-Employer Plan that  such action has been taken
     by PBGC with respect to such Multi-Employer Plan;

               (iv) the  complete  or partial  withdrawal  by the
     Company or any ERISA Affiliate under Section 4201 or 4205 of
     ERISA  from a  Multi-Employer Plan,  or the  receipt by  the
     Company  or  any ERISA  Affiliate  of notice  from  a Multi-
     Employer  Plan  that  is  in  reorganization  or  insolvency
     pursuant to Section 4241 or 4245 of ERISA or that it intends
     to terminate or has terminated under Section 4041A of ERISA;
     and

               (v)  the  institution of a  proceeding by  a fidu-
     ciary of  any Multi-Employer Plan against the Company or any
     ERISA Affiliate to enforce Section  515 of ERISA, which pro-
     ceeding is not dismissed within 30 days;

     (f)  promptly after  the Company knows that  any Default has
occurred,  notice  of  such   Default,  describing  the  same  in
reasonable detail and describing the  steps being taken to remedy
the same;

     (g)  promptly upon  delivery of any notice  or communication
to the Company of any notice required to be given pursuant to the
Other Debt  Documents, including demands for  payment and notices
of default,  a copy thereof to  the Bank (but only  to the extent
such notice or communication has not previously been given to the
Bank hereunder);

     (h)  promptly from  time to  time such other  information as
reasonably  requested by  the  Bank regarding  (i) the  business,
affairs, operations or condition  (financial or otherwise) of the
Company,  or any  of  its Subsidiaries,  (ii)  compliance by  the
Company with respect  to its obligations  contained herein or  in
any  of the  other  Credit Documents,  or (iii)  the transactions
contemplated hereby.

The  Company will furnish  to the Bank,  at the time  the Company
furnishes each  set of  financial statements pursuant  to clauses
(a)  or  (b) above,  a  certificate  of the  principal  financial
officer of the Company to the effect that no Default has occurred
and  is  continuing  (or, if  any  Default  has  occurred and  is
continuing,  describing  the  same   in  reasonable  detail   and
describing  the  steps  being  taken  to  remedy  the  same)  and
including such other  information as  the Bank may  from time  to
time request to be included in such certificate.

     6.2  LITIGATION.    The  Company will  promptly give  to the
Bank notice of all  legal or arbitration proceedings, and  of all
proceedings by or before any governmental or regulatory authority
or agency, affecting the Company, and/or its Subsidiaries, which,
if  adversely determined, might have a material adverse effect on
the assets, prospects, business, operations, financial condition,
liabilities  or   capitalization  of  the  Company,   and/or  its
Subsidiaries, or on  the timely  payment of the  principal of  or
interest on the Loan or the enforceability of this Agreement, the
Note or  any of  the other  Credit Documents,  or the  rights and
remedies of the Bank hereunder.

     6.3  CORPORATE EXISTENCE ETC. The  Company shall,  and shall
cause each of the Subsidiaries to:

     (a)  preserve and maintain  its corporate existence and  all
of its material rights, privileges and franchises;

     (b)  comply with  the requirements  of all  applicable laws,
rules,  regulations  and  orders  of  governmental  or regulatory
authorities  or   agencies  if   failure  to  comply   with  such
requirements  would materially  and adversely affect  the 

<PAGE>

assets,  prospects,  business,  operations,  financial condition, 
liabilities  or   capitalization   of  the  Company,  and/or  its
Subsidiaries,  or  the  timely  payment  of  the  principal of or
interest on the Loan or the enforceability  of this Agreement, the
Note or any  of the other Credit  Documents,  or  the  rights  and
remedies  of  the  Bank hereunder or thereunder;

     (c)  pay and discharge  all taxes,  assessments and  govern-
mental  charges or  levies imposed  on  it or  on  its income  or
profits or  on any of  its property  prior to the  date on  which
penalties  attach thereto,  except for  any such  tax, assessment
charge or  levy the payment  of which is being  contested in good
faith  and  by  proper  proceedings and  against  which  adequate
reserves are being maintained;

     (d)  maintain all  of its properties  used or useful  in its
business in good working  order and condition, ordinary  wear and
tear excepted;

     (e)  permit  representatives  of  the  Bank,  during  normal
business hours, to examine, copy and make extracts from its books
and  records,  to inspect  its  properties,  and to  discuss  its
business  and  affairs  with  its  officers, all  to  the  extent
reasonably requested by the Bank; and

     (f)  keep  insured  by   financially  sound  and   reputable
insurers  all   property  of  a  character   usually  insured  by
corporations engaged  in the  same or similar  business similarly
situated against loss or  damage of the kinds and in  the amounts
customarily insured  against by such corporations  and carry such
other insurance as is usually carried by such corporations.

     6.4  Minimum Consolidated Net Worth.    The   Company  shall
not permit Consolidated Net Worth (based  on GAAP) on any date to
be  less  than four  hundred  percent (400%)  of  the outstanding
balance of the Note.

     6.5  CAPITAL AND SURPLUS.

     (a)  The Company shall not  permit the Statutory Capital and
Surplus of Universal  and its  Subsidiaries to be  less than  Six
Million Five Hundred Thousand  and No/100 Dollars ($6,500,000) on
any date.

     (b)  The Company shall  not permit  the sum of  its cash  or
cash equivalents  plus Adjusted Statutory Capital  and Surplus of
Universal to  be less  than  Fifteen Million  and No/100  Dollars
($15,000,000) on any date.

     6.6  INDEBTEDNESS.  The  Company  shall not,  and  shall not
permit  any of  its  Subsidiaries to,  create,  assume, incur  or
suffer to exist any Indebtedness except:

     (a)  Indebtedness  of the Company  under this Agreement, the
Note and the other Credit Documents;

     (b)  Indebtedness of  the Company  and its  Subsidiaries not
exceeding  an aggregate  principal  amount of  one hundred  fifty
thousand  and   No/100  Dollars   ($150,000)  at  any   one  time
outstanding,  other  than   Indebtedness  described  in  Sections
6.6(a), 6.6(c), 6.6(d) and 6.6(e);

     (c)  Indebtedness owing  by any Subsidiary  or Affiliate  of
the  Company to  the  Company,  or  by  any  such  Subsidiary  or
Affiliate to any other such Subsidiary or Affiliate.

     (d)  Indebtedness evidenced by the FCC Notes; and

     (e)  Indebtedness evidenced by the Other Notes.

     6.7  CAPITAL EXPENDITURES.    The  Company  shall  not,  and
shall  not permit  any  of  its  Subsidiaries  to,  make  Capital
Expenditures for any fiscal year in an aggregate amount exceeding
two hundred fifty thousand and No/100 Dollars ($250,000).

<PAGE>

     6.8  MERGERS, ACQUISITIONS SALE OF ASSETS ETC.    Without
the prior written consent of the Bank, the Company shall not, and
shall not permit any of its Subsidiaries to, consolidate or merge
with,  or sell, lease,  assign, transfer or  otherwise dispose of
all or any part of its business or assets to or be a party to any
Acquisition of any other Person, other than:

     (a)  sales of assets in the ordinary  course of the business
of the Company, and/or its Subsidiaries or Affiliates; and

     (b)  the disposition  of obsolete or  worn-out fixed assets,
plant,  equipment or  other  property no  longer  required by  or
useful to the Company, and/or  its Subsidiaries or Affiliates  in
connection with the operation of its business.

     6.9  RESTRICTED PAYMENTS.     The  Company  shall  not,  and
shall not permit any  of its Subsidiaries or Affiliates  to, make
any  Restricted Payment, except (i) payments  of dividends by any
Subsidiary  of the Company to the Company or any other Subsidiary
of the  Company; and (ii) so  long as no Event  of Default exists
under this Agreement, the Company may make payment under the  FCC
Notes as  and when required, but  not more than ten  (10) days in
advance of the date payment is due; and (iii) so long as no Event
of Default  exists under  this Agreement,  the  Company may  make
payments  of  interest only  under the  Other  Notes as  and when
required by the terms thereof.

     6.10 AMENDMENTS TO DOCUMENTS; PREPAYMENT OF INDEBTEDNESS.

     (a)  The  Company shall  not amend  or otherwise  modify any
provision of the Other Debt Documents.

     (b)  The Company shall not  at any time exercise any  option
or  right  under the  Other  Debt  Documents to  prepay,  redeem,
defease or  make any payment  the effect of  which is to  prepay,
redeem or defease any of the FCC Notes or Other Notes.

     6.11 LIENS.    The Company  shall not, and shall  not permit
any of its Subsidiaries to, create, incur or permit  to exist any
Lien  on  or  in respect  of  any of  its  properties,  assets or
revenues, now  or hereafter  acquired,  securing Indebtedness  or
other obligations, except (a)  Permitted Liens and (b) the  Liens
created pursuant to the Security Documents.

     6.12 ISSUANCE OF CAPITAL STOCK.    The  Company  shall  not,
and  shall not  permit  any of  its  Subsidiaries to,  issue  any
additional shares of  capital stock or  any options, warrants  or
other rights therefor.

     6.13 INVESTMENT AND JOINT VENTURES.
     (a)  Without the  prior written  consent of the  Bank, which
consent may  be withheld by the Bank  in its sole discretion, the
Company  shall not  and  shall not  permit Appalachian,  Lincoln,
Universal  or  United  Security   to  (i)  alter  the  Investment
Strategy,  or (ii) after the  date hereof, invest  in real estate
mortgages, the amount  of which when  aggregated with the  amount
mortgages  invested  in after  the  date  hereof by  Appalachian,
Lincoln, Universal  and United Security exceeds  Five Million and
No/100 Dollars  ($5,000,000) at any one time; or (iii)  invest in
the  aggregate more than Seven Hundred  Fifty Thousand and No/100
Dollars  ($750,000)   in  any  other  investments   permitted  by
applicable state insurance laws.

     6.14 ADDITIONAL SECURITY DOCUMENTS.     Promptly   upon  any
Person becoming  a direct Subsidiary of the  Company, the Company
shall promptly notify the  Bank thereof and, if requested  by the
Bank,  pledge the shares of capital stock of such Person pursuant
to a Security Agreement-Pledge in form and substance satisfactory
to  the Bank;  and the  Company  agrees to  cause such  Person to
execute  and deliver  such other  documentation  as the  Bank may
reasonably  require,  including   without  limitation   favorable
opinions  of counsel  to such  Person (which  shall cover,  among
other  things,  the  legality,   validity,  binding  effect   and
enforceability of the documentation referred to above, subject to
customary exceptions).

<PAGE>

     6.15 TRANSACTIONS WITH AFFILIATES. The Company shall not, at
any  time hereafter, and shall not permit any of its Subsidiaries
at  any time hereafter to,  directly or indirectly,  (a) make any
Investment in an  Affiliate, (b) transfer, sell, lease, assign or
otherwise dispose of  any assets  to an Affiliate  other than  as
expressly  permitted herein,  (c)  merge or  consolidate with  or
purchase or  acquire any assets from an  Affiliate, (d) guarantee
or assume any obligations of an Affiliate, or  (e) enter into any
other transaction directly or indirectly  with or for the benefit
of  an Affiliate; provided that (i) any Affiliate who is an indi-
vidual  may serve  as  a director,  officer  or employee  of  the
Company, or any  of its Subsidiaries and receive  compensation or
indemnification in connection  with his or  her services in  such
capacity,  (ii) the Company and any of its Subsidiaries may enter
into  any sale, lease or similar transaction with an Affiliate in
the  ordinary course of business if the monetary or business con-
sideration arising therefrom  would be substantially as  advanta-
geous  to  the Company,  or such  Subsidiary  as the  monetary or
business consideration  which would obtain in  a comparable arm's
length transaction with a Person not an Affiliate.

     6.16 FURTHER ASSURANCES. The  Company shall do all things as
may be reasonably required by the Bank and execute and deliver to
the  Bank such  documents  and  other instruments  ("Supplemental
Instruments")  in form  and substance reasonably  satisfactory to
the Bank, as may be required  in order to create and maintain the
validity  and priority  of  the  Lien  of  any  of  the  Security
Documents.   The  Company  shall   cause  any  such  Supplemental
Instrument to  be recorded  or filed  in the  appropriate office,
shall  pay  any  recording  taxes, charges  or  fees  incurred in
connection  therewith,  and  shall  reimburse the  Bank  for  all
reasonable out-of-pocket costs, fees and expenses incurred by the
Bank  in connection with the  execution and delivery  of any such
Supplemental Instrument.

     6.17 COMPENSATION.  In any calendar year, the  Company shall
not  increase the  aggregate Base  Compensation of  its executive
officers by greater than one  hundred fifteen percent (115%) over
the  Base Compensation paid to those officers in the aggregate in
the immediately preceding calendar year.

     6.18 SENIOR LENDER STATUS

     (a)  Within  sixty  (60) days  after  the  date hereof,  the
Company  shall deliver to the Bank the written acknowledgement of
Lenders acknowledging that the  Bank is a Senior Lender  and that
the security interest of the Lenders in the Collateral is subject
to the Lien of the Bank.

     (b)  Capitalized  terms used  in this  Section 6.18  but not
defined in this Agreement shall have the meaning given to them in
the UTG Security Agreement.

     6.19 EARNINGS COVENANTS. The Company shall not permit: 

     (a)  The sum  of (i) pre-tax  earnings of Universal  and its
Subsidiaries (based  on Statutory Accounting Practices)  and (ii)
the pre-tax earnings of the Company, before interest expense  and
non-cash charges  (based on parent only GAAP practices) shall not
be less than two hundred percent (200%) of the Company's interest
expense on all of its debt service; and

     (b)  The  sum  of (i)  the  combined  after-tax earnings  of
Universal  and its  Subsidiaries (based  on Statutory  Accounting
Practices) and (ii) the  after-tax earnings plus non-cash charges
of the Company (based on parent only GAAP practices) shall not be
less than  two hundred percent (200%) of  the Company's principal
payments  due during  the  year  on  all  of  its  debt  service;
provided, however, that  so long  as no Event  of Default  exists
under  the Credit  Documents and  Universal's Risk  Based Capital
Ratio shall not be less than 2.5 to 1.0, the Bank shall waive the
Company's compliance with this covenant.

     6.20 MANAGEMENT AGREEMENTS.   After  the  occurrence  of  an
Event  of Default, the Subsidiaries shall make no payment to each
other or  to the  Company pursuant  to the  Management Agreements
which  is in the aggregate in excess  of the amount needed by the
Company to service the Note  and make other payments to the  Bank
required by the Credit Documents.

<PAGE>

     6.21 RISK BASED CAPITAL RATIO.     The  Company   shall  not
permit Universal's ratio of  Risk Based Capital Ratio to  be less
than 2.5 to 1.0 at December 31, 1996, 2.75 to 1.0 at December 31,
1997  and 3.0  to  1.0 at  December  31, 1998  and  at all  times
thereafter.  Compliance with this  covenant shall be evidenced by
quarterly   certification  from  the  Company's  chief  financial
officer.

     6.22 SURPLUS RELIEF REINSURANCE.   The  Company  shall   not
permit any Subsidiary to enter into any Surplus Relief treaty.

     6.23 METHODS OF CALCULATION.  The  Company  shall  not,  and
shall  not  permit  any  Subsidiary, without  the  prior  written
consent of the Bank, to change the methods or assumptions used to
calculate   statutory  reserves   and  for   statutory  reporting
purposes.   If  the  use  of practices  of  accounting  otherwise
permitted  by applicable law (the "Other Practices") but not used
by the Company or  the Subsidiaries on the date hereof, are later
used, such Other Practices shall not be permissible if the result
of their use causes compliance with Sections 6.5(b) or 6.21.

SECTION 7.     EVENTS OF DEFAULT.

     If  one  or  more of  the  following  events (herein  called
"Events of Default") shall occur and be continuing:

     (a)  Within seven (7) days following written notice from the
Bank, the Company shall  default in the payment of  any principal
of  the Loan;  or the  Company shall  default in  the  payment of
interest on the  Loan or any  fee or other  amount payable by  it
hereunder; or

     (b)  The Company, and/or  its Subsidiaries shall default  in
the payment  when due of any  principal of or interest  on any of
its  or  their other  Indebtedness  beyond  any applicable  grace
periods; or  any other  event specified  in any note,  agreement,
indenture or  other document evidencing  or relating to  any such
Indebtedness shall occur if the effect of such event is to cause,
or  to permit  the holder or  holders of such  Indebtedness (or a
trustee  or agent on behalf of such  holder or holders) to cause,
such Indebtedness to become due prior to its stated maturity; or

     (c)  Any representation,  warranty or certification  made or
deemed made  in this  Agreement or  in  any of  the other  Credit
Documents  by  the  Company,  and/or  its  Subsidiaries,  or  any
certificate  furnished to  the  Bank pursuant  to the  provisions
hereof or thereof, shall  prove to have been false  or misleading
as of the time made or furnished in any material respect; or

     (d)  Within thirty (30)  days following written notice  from
the Bank,  the  Company  shall  default  in  the  performance  or
observance  of  any  term,  covenant,  agreement   or  obligation
hereunder or under any of the other Credit Documents; or

     (e)  The  Company  or  any   of  its  Subsidiaries  (each  a
"Specified Party") shall admit in writing its inability to, or be
generally unable to, pay its debts as such debts become due; or

     (f)  Any  Specified Party shall (i) apply  for or consent in
writing to the appointment of, or  the taking of possession by, a
receiver, custodian, trustee or liquidator of itself or of all or
a substantial part of  its property, (ii) make a  general assign-
ment for the benefit of its creditors, (iii) commence a voluntary
case under the Bankruptcy  Code (as now or hereafter  in effect),
(iv) file a  petition seeking to take advantage of  any other law
relating to bankruptcy,  insolvency, reorganization,  winding-up,
or composition or readjustment  of debts, (v) fail  to controvert
in a timely and  appropriate manner, or acquiesce in  writing to,
any  petition filed against it  in an involuntary  case under the
Bankruptcy  Code or  (vi)  take any  action  for the  purpose  of
effecting any of the foregoing; or

     (g)  A proceeding  or case  shall be commenced,  without the
application  or consent of any  Specified Party, in  any court of
competent    jurisdiction,    seeking   (i)    its   liquidation,
reorganization, dissolution or winding-up, for the composition or
readjustment of  its debts, (ii)  the appointment  of a  trustee,
receiver,  custodian, liquidator  or the  like of  such Specified
Party 

<PAGE>

or of all or any substantial part of its assets, or (iii) similar
relief in respect  of such Specified Party under any law relating
to   bankruptcy,  insolvency,   reorganization,   winding-up,  or  
composition or  adjustment of debts,  and such proceeding or case
shall   continue  undismissed,  or  an  order, judgment or decree
approving or ordering any  of the foregoing shall be  entered and
continue  unstayed and in effect, for a  period of 60 days; or an
order  for relief against any Specified Party shall be entered in
an involuntary case under the Bankruptcy Code; or

     (h)  A final judgment or judgments  for the payment of money
in excess of $100,000.00 in the aggregate shall be rendered by  a
court  or courts against any  Specified Party and  the same shall
not  be discharged (or provision shall not  be made for such dis-
charge),  or a stay of  execution thereof shall  not be procured,
within 45 days from the date of entry  thereof and such Specified
Party shall not,  within said period  of 45 days, or  such longer
period during which execution of the same shall have been stayed,
appeal therefrom  and cause  the execution  thereof to be  stayed
during  such  appeal; except  for  policyholder  suits for  which
adequate  provision has been made  on the books  of the Specified
Party; or

     (i)  An  event  or  condition  specified in  Section  6.1(e)
hereof shall  occur or exist with respect  to any Plan or Multi--
Employer  Plan and,  as  a result  of  such event  or  condition,
together with all other such events or conditions, the Company or
any ERISA Affiliate  shall incur a liability to a  Plan, a Multi-
Employer  Plan or PBGC (or  any combination of  the foregoing) in
excess of $25,000.00; or

     (j)  One or more of the Security Documents shall cease to be
in full  force and effect,  or shall cease  to give the  Bank the
Liens,  rights, powers  and  privileges purported  to be  created
thereby (including without limitation a first priority  perfected
security  interest in and Lien  on all of  the properties covered
thereby),  in favor  of the  Bank, subject to  no equal  or prior
Liens (other than Permitted Liens); or 

     (k)  Any material  adverse  change occurs  in the  condition
(financial or otherwise) of the Company, and/or its Subsidiaries;
or

     (l)  Any governmental authority or agency shall determine or
declare that the Company or any of its Subsidiaries is insolvent;
or  any governmental authority  or agency shall  intervene in the
affairs of the Company, or the Subsidiaries in a manner which has
a material  adverse effect upon  the financial conditions  of the
Company or  the Subsidiaries  or their  ability to  conduct their
business, including, but  not limited  to issuance  of a  consent
order  or  an order  of impairment  covering  the Company  or any
Subsidiaries; or any governmental  authority or agency shall take
possession  of any  of the  assets, property  or business  of the
Company or any of its Subsidiaries; or any governmental authority
or agency shall take  any action to vacate or revoke any charter,
license  or  other  authorization  to  engage  in  the  insurance
business of the Company or any of its  Subsidiaries, or gives any
notice of its intent to terminate the status of any Subsidiary of
the Company as a licensed insurance  company; or any governmental
authority or  agency shall appoint  a liquidator  or receiver  to
take charge of the affairs, assets and/or business of the Company
or its Subsidiaries if the declaration, intervention or action is
not vacated or dismissed within sixty (60) days after  it is made
or taken by the governmental authority or agency; or

     (m)  Any  of  the authorized  Capital Stock  of Appalachian,
United Security or Lincoln shall be mortgaged, pledged, assigned,
charged,  encumbered  or subject  to a  security interest  of any
kind; or

     (n)  An event of  default shall occur  under the FCC  Notes,
the UTG Security Agreement or the Other Notes; or

     (o)  A Change in Control; or

     (p)  Without the  prior written  consent of the  Bank, which
consent may be withheld  in the sole discretion of  the Bank, the
occurrence of any transaction or  series of transactions by which
a  majority  (in  number  of  votes)  of  the  capital  stock  or
substantially  all of the assets of any Senior Affiliate shall be
acquired,   whether  through   purchase  of  assets,   merger  or
otherwise, by any other Senior Affiliate or any Person.

<PAGE>

THEREUPON: (i) in  the case of an Event of  Default other than an
Event of  Default referred to in  clause (f), (g) or  (l) of this
Section 7, the  Bank may,  at its option,  declare the  principal
amount  then  outstanding  under  the Note,  all  accrued  unpaid
interest  thereon, and all  other amounts payable  by the Company
under  this  Agreement  and the  Note  to  be  forthwith due  and
payable,  whereupon such  amounts  shall be  immediately due  and
payable without presentment, demand, protest, notice  of protest,
notice  of acceleration,  notice  of intention  to accelerate  or
other formalities or notices of any kind, all of which are hereby
expressly  waived by the  Company, except as  provided above, and
(ii)  in  the  case of  the  occurrence  of an  Event  of Default
referred to  in clause  (f), (g)  or (l) of  this Section  7, the
principal  amount then  outstanding under  the Note,  all accrued
unpaid  interest thereon,  and all other  amounts payable  by the
Company  under   this  Agreement   and  the  Note   shall  become
automatically  immediately due  and payable  without presentment,
demand,  protest,  notice  of protest,  notice  of  acceleration,
notice of intention to accelerate or other formalities or notices
of any  kind, all of  which are  hereby expressly  waived by  the
Company.

SECTION 8.     MISCELLANEOUS.

     8.1  WAIVER.   No  failure  on  the  part  of  the  Bank  to
exercise and no  delay in  exercising, and no  course of  dealing
with  respect  to,  any  right,  power or  privilege  under  this
Agreement or any of the other Credit Documents shall operate as a
waiver  thereof nor shall any  single or partial  exercise of any
right,  power or  privilege under  this Agreement  or any  of the
other  Credit Documents  preclude any  other or  further exercise
thereof or the exercise  of any other right, power  or privilege.
The remedies provided herein are cumulative and not exclusive  of
any remedies provided by law or equity.

     8.2  NOTICES.  All notices and other communications provided
for  herein  (including,  without   limitation,  any  waivers  or
consents  under this Agreement) shall be given or made by Federal
Express or  other national overnight courier,  messenger delivery
or certified  mail, return receipt requested  (each communication
given by any of such  means to be deemed  to be "in writing"  for
purposes  of this  Agreement) to  the intended  recipient at  the
"Address for Notices" specified  below its name on  the signature
pages hereof or, as to any  party, at such other address as shall
be  designated by  such party in  a written  notice to  the other
parties hereto.  Except as otherwise provided  in this Agreement,
all such communications shall  be deemed to have been  duly given
when transmitted  by Federal Express or  other national overnight
courier,  messenger delivery  or certified  mail, return  receipt
requested,  or when  personally delivered  or, in  the case  of a
mailed  notice,  upon  deposit  with  the  United  States  Postal
Service,  postage  prepaid, in  each case  given or  addressed as
aforesaid.

     8.3  EXPENSES, ETC. The Company  agrees (a) to  pay or reim-
burse the Bank  on demand for the  reasonable out-of-pocket costs
and  expenses  of  the  Bank (including  without  limitation  the
reasonable  fees and  expenses of Howard  & Howard  in connection
with (i) the negotiation,  preparation, execution and delivery of
this Agreement, the Note  and any of the other  Credit Documents,
and  the making  of the  Loan hereunder  and (ii)  any amendment,
modification, waiver or  extension of  any of the  terms of  this
Agreement, the  Note or any of the other Credit Documents, (b) to
pay or reimburse  the Bank for all reasonable out-of-pocket costs
and expenses of the Bank (including reasonable counsels' fees and
expenses) in  connection with the enforcement  of this Agreement,
the Note  or any of the  other Credit Documents or  any rights or
remedies of the Bank thereunder, or at law, or in equity, and all
transfer, stamp, documentary or other similar taxes,  assessments
or charges levied  by any  governmental or  revenue authority  in
respect of this  Agreement, the Note or  any of the other  Credit
Documents and (c) to  pay filing and recording fees  relating to,
and  taxes   and  other  charges  incurred   in  connection  with
perfecting, maintaining  and  protecting, the  Liens  created  or
contemplated to  be created  pursuant to the  Security Documents.
The  Company  hereby  indemnifies  the Bank  and  its  directors,
officers, employees,  agents and  affiliates from, and  agrees to
hold  each of them harmless  against any and  all losses, claims,
damages, liabilities (or  actions or other proceedings  commenced
or threatened  in respect  thereof) and reasonable  expenses that
arise out of or in any way relate to or result from the making of
the Loan hereunder or  the other transactions contemplated hereby
or thereby,  including, without limitation,  any investigation or
litigation or other proceedings  (whether or not such indemnified
person is a party to any action or proceeding out of which any of
the  foregoing arise),  other than  any of  the foregoing  to the
extent  incurred by  reason  of the  gross  negligence or  wilful
misconduct of the person to be indemnified. The Bank shall not be
responsible or liable to the Company or any other 

<PAGE>

Person  for any consequential  damages which may be  alleged as a
result of this Agreement or any  action or  omission by the  Bank
in  connection therewith or the transactions contemplated thereby.

     8.4  AMENDMENTS ETC.     Except   as   otherwise   expressly
provided in  this Agreement, any  provision of this  Agreement or
any of  the other  Credit  Documents may  be amended  only by  an
instrument in writing signed by the Company, and the Bank.

     8.5  SUCCESSORS AND ASSIGNS.  This   Agreement    shall   be
binding upon and inure to the benefit of the parties hereto and its-
legal representatives, successors and permitted assigns.

     8.6  ASSIGNMENTS AND PARTICIPATIONS.

     (a)  The Company  may not  assign its rights  or obligations
hereunder  or under any of the other Credit Documents without the
prior written consent of the Bank.

     (b)  The Bank may  assign the  Loan, the Note  or any  other
Credit Document, without the  prior consent of the Company.  Upon
notice to the Company of  any assignment permitted hereunder, the
assignee  shall  have,  to the  extent  of  such assignment,  the
obligations, rights and benefits  of the Bank assigned to  it and
the Bank shall,  to the  extent of such  assignment, be  released
from any obligation under  the Loan, this Agreement or any of the
other Credit Documents so assigned.

     (c)  The  Bank  may  sell  to  one  or  more  other  Persons
("Participants")  a participation in all or any part of the Loan.
All  amounts  payable  by  the  Company  to  the  Bank  hereunder
(including without  limitation under  Section 3 hereof)  shall be
determined as if the Bank had not  sold any participations and as
if  the Bank were funding  the Loan in  which participations have
been sold in  the same way that it is funding  the portion of the
Loan in which no participations have been sold. In no event shall
the Bank be obligated to the participant  under the participation
agreement  to take or refrain from taking any action hereunder or
under  any  of  the  other Credit  Documents  (including  without
limitation granting  approval of any amendment  or waiver) except
that  the Bank may agree  in the participation  agreement that it
will  not, without the consent  of the participant,  agree to (i)
the extension of  any date fixed for the payment  of principal of
or interest on  the Loan, (ii)  the reduction  of any payment  of
principal  thereof, (iii)  the  reduction of  the  rate at  which
interest is payable thereon or (iv) the release or termination of
any  Lien created  by any  of the  Security Documents  (except as
expressly provided for therein).

     (d)  The Bank  may  furnish any  information concerning  the
Company or any of its Subsidiaries in the possession of  the Bank
from  time  to  time  to assignees  and  participants  (including
prospective assignees and participants).

     8.7  SURVIVAL. The  obligations of the Company under Section
8.3 hereof shall survive the repayment of the Loan.

     8.8  CAPTIONS. Captions   and  section   headings  appearing
herein  are included solely for convenience  of reference and are
not intended  to affect  the interpretation of  any provision  of
this Agreement.

     8.9  COUNTERPARTS.  This  Agreement may  be executed  in any
number  of  counterparts,  all  of  which  taken  together  shall
constitute one and  the same  instrument and any  of the  parties
hereto   may  execute   this  Agreement   by  signing   any  such
counterpart.

     8.10 INTEGRATION; SEVERABILITY.    This  Agreement, together
with  the  Note, the  Security  Documents, and  all  other Credit
Documents,  constitutes  the  entire  agreement  of  the  parties
thereto,  and supersedes all prior agreements and understandings,
both  written and oral. No course of dealing between the parties,
no  course  of  performance, no  usage  of  trade,  and no  parol
evidence of any nature shall be used  to supplement or modify any
term  of this Agreement, the Note, the Security Documents, or any
of the  other  Credit  Documents.  If any  clause,  provision  or
section  of  this  

<PAGE>

Agreement,  the  Note,  any  of  the  Security Documents  or  any
of the  other Credit  Documents shall  be held illegal or invalid
by any  court, the validity  of such clause, provision or section
shall  not effect  any  of  the remaining clauses,  provisions or
sections  of  this   Agreement, the Note,  any  of  the  Security 
Documents, or any of  the  other Credit Documents, and  the  same
shall be construed  and enforced as if such  illegal  or  invalid
clause,  provision or section  had not been  contained herein  or
therein.  In  case  any agreement or  obligation  contained  this 
Agreement, the Note, any of the Security Documents or any of  the
other   Credit   Documents  shall  be  held  to  be   in  part  a
violation  of law,  then such  agreement or  obligation shall  be
enforced to the fullest extent permitted by law.

     8.11 GOVERNING LAW; SUBMISSION TO JURISDICTION; ETC.   THIS
AGREEMENT,  THE NOTE  AND  THE OTHER  CREDIT  DOCUMENTS SHALL  BE
GOVERNED BY, AND  CONSTRUED IN  ACCORDANCE WITH, THE  LAW OF  THE
STATE OF ILLINOIS. THE COMPANY HEREBY IRREVOCABLY SUBMITS  TO THE
JURISDICTION OF ANY ILLINOIS STATE OR UNITED STATES FEDERAL COURT
SITTING IN  SPRINGFIELD, ILLINOIS  OVER ANY ACTION  OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTE, OR ANY OF
THE OTHER  CREDIT DOCUMENTS,  AND THE COMPANY  HEREBY IRREVOCABLY
AGREES  THAT ALL CLAIMS IN  RESPECT OF SUCH  ACTION OR PROCEEDING
MAY BE HEARD  AND DETERMINED  IN SUCH ILLINOIS  STATE OR  FEDERAL
COURT.  THE COMPANY WAIVES ANY  OBJECTION TO VENUE  IN SUCH STATE
AND  ANY OBJECTION TO  ANY ACTION OR PROCEEDING  IN SUCH STATE ON
THE BASIS OF FORUM  NON CONVENIENS. NOTHING IN THIS  SECTION 8.11
SHALL AFFECT  THE RIGHT OF THE BANK TO SERVE LEGAL PROCESS IN ANY
MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF THE  BANK TO BRING
ANY ACTION OR PROCEEDING  AGAINST THE COMPANY OR ITS  PROPERTY IN
THE COURTS OF ANY OTHER JURISDICTION.

     8.12 Waiver of Trial by Jury. THE   COMPANY   HEREBY  WAIVES
TRIAL BY  JURY IN ANY LAWSUIT,  ACTION, PROCEEDING, COUNTERCLAIM,
OR CROSSCLAIM  ON ANY MATTER WHATSOEVER ARISING  OUT OF OR IN ANY
WAY  RELATED TO  THIS  AGREEMENT  OR  ANY  OF  THE  OTHER  CREDIT
DOCUMENTS.

     IN  WITNESS WHEREOF,  the  parties hereto  have caused  this
Credit Agreement to be duly executed as of the day and year first
above written.

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


<PAGE>





                SIGNATURE PAGE TO CREDIT AGREEMENT

                                   THE COMPANY:

                                   FIRST COMMONWEALTH CORPORATION



                                        James E. Melville
                                   By:_____________________________________
                                        James E. Melville
                                   Its: Senior Executive Vice President

Attest:                            Address for Notices:

George E. Francis
_____________________________      5250  South Sixth  Street Road
George E. Francis, Secretary       Springfield, Illinois 62705


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





<PAGE>






                SIGNATURE PAGE TO CREDIT AGREEMENT


                                   THE BANK:


                                   FIRST OF AMERICA BANK-ILLINOIS, N.A.



                                        Michael L. McGlasson
                                   By:__________________________________
                                        Michael L. McGlasson
                                   Its: Senior Vice President

                                   Address for Notices:_________________
                                                       _________________
                                                       _________________
                                                                 
                            
                                                                 
                            



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




<PAGE>